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EVERSPRING — Annual Report 2020
Jul 19, 2021
52050_rns_2021-07-19_c455594e-5293-40ef-9dbf-5781bfc1efcf.pdf
Annual Report
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TSE: 2390
EVERSPRING INDUSTRY CO., LTD
2020 Annual Report
Annual Report Information :
Taiwan Stock Exchange Market Observation Posy System: http://mops.twse.com.tw
EVERSPRING annual report is available at http://www.everspring.com
14[th] .May.2021.Printed
I. EVERSPRING Spokesman
Spokesman: Associates, Lu, Li-Ju
Telephone: (02)2260-6868
Email: [email protected]
II. Address and telephone number of head office, branch and factory
| Name | Address | Telephone |
|---|---|---|
| Headquarter | 3F., No. 50, Sec 1, Zhonghua Rd., Tucheng Dist., New Taipei City23666, Taiwan |
886-2-2260-6868 |
- III. The Stock Transfer Agency
Name: Capital Securities Corporation
Address: B2, No.97, Sec.2, Dunhua South Road, Taipei
Website: http://www.capital.com.tw Telephone: 886-2-2702-3999
IV. CPAs in Recent Years
Name of Accountant: Hsieh Ming-Chung and Su Yu-Hsiu
Accounting Firm: Deloitte Touche Tohmatsu Limited
Address: 20F, No.100,Songren Road, Xinyi Dist., Taipei
Website: http://www.deloitte.com.tw Telephone: 886-2-2725-9988
- V. The name of the trading place where the overseas securities are listed for trading
and the method of querying the information of the overseas securities: none
VI: Website: http://www.everspring.com
Content
- 1 I. Letter to Shareholders
3 II. Company Profile
- 2.1 Date of Incorporation 2.2 Company History
9 III. Corporate Governance Report
-
3.1 Organization
-
3.2 Information of Directors, Supervisors and Management Team
-
3.3 Remuneration of Directors, Supervisors, General Managers and Deputy General Managers in the Most Recent Years
-
3.4 Implementation of Corporate Governance
-
3.5 Accountant Information
-
3.6 Information on Change of Accountant
-
3.7 If the Company’s Chairman, General Manager and Managers Responsible for Financial and Accounting Affairs Have Held Office in the CPA Firm or Any of Its Affiliated Companies Within a Year, Their Names, Job Titles and the Periods During Which They Have Held Such Office Should Be Disclosed
-
3.8 Directors, Managers, and Shareholders whose Shareholding Ratio exceeds 10% of the Equity Transfer and Equity Pledge Changes
-
3.9 Relationship among the Top Ten Shareholders
-
3.10 The Number of Shares held by the Company, its Directors, Supervisors, Managers, and Businesses directly or indirectly controlled by the Company in the Same Reinvested Business, and combined to calculate the Overall Shareholding Ratio
42 IV. Capital Overview
-
4.1 Capital and Shares
-
4.2 Issuance of Corporate Bond
-
4.3 Issuance of Preferred Stocks
-
4.4 Issuance of Global Depositary Receipts (GDR)
-
4.5 Exercise of Employee Stock Options (ESOP)
-
4.6 Circumstances for Restricting Employee Rights to New Shares
-
4.7 Mergers and Acquisitions of New Shares Issued by Other Companies 4.8 Execution of Capital Utilization Plan
-
50 V. Business Overview
-
5.1 Business Content
-
5.2 Market, Production and Sales Status
-
5.3 Employee Data of the Recent Two Years and Up to the Publication Date
-
5.4 Information Regarding Expenditure on Environmental Protection 5.5 Labor Relations
-
5.6 Important Contracts
-
68 VI. Financial Overview
-
6.1 Five-Year Financial Summary
-
6.2 Five-Year Financial Analysis
-
6.3 The Audit Committee’s Audit Report of the Financial Report
-
6.4 Financial Statements in Recent Years and Accountant Audit Report
-
6.5 Latest Consolidated Financial Statements of the Parent Company and Subsidiaries Audited and Certified by CPAs
-
6.6 The Company and its Affiliated Companies have experienced Financial Difficulties in the Most Recent Year and as of the Printing Date of the Annual Report
237 VII. Review and Analysis of Financial Status, Financial Performance, and Risk
Management
-
7.1 Financial Status
-
7.2 Financial Performance
-
7.3 Cash Flow
-
7.4 Effects of Major Capital Expenditure on Financial Business of the Past Year
-
7.5 Investment Policy of the Past Year, Main Causes for Profits or Losses, Improvement Plan and Investment Plan for the Coming Year
-
7.6 Risk Analysis
-
7.7 Other Important Matters
-
244 VIII. Special Disclosures
-
8.1 Summary of Affiliated Companies
-
8.2 In the most recent year and as of the publication date of the annual report, the status of privately placed securities, the use of funds of privately placed securities and the progress of the plan implementation
-
8.3 Subsidiary holding or disposing of the Company’s Stock during the Past Year and up to the Issuance of Annual Report
-
8.4 Other Necessary Supplemental Information
-
8.5 Events Having Significant Impacts on Shareholders’ Equity or Security Price According to Article 36.3.2 of Securities Exchange Act in the Past Year and up to the Issuance of Annual Report
I. Letter to Shareholders
Dear Shareholders,
We appreciate your support over the past year. Below are the briefing of the outcome of business over the past year and the operation plan for the year 2021.
2020 Financial and Operational Performance
The consolidated revenue of the Company and subsidiaries in 2020 was NT$531 million, with a decrease of $621 million compared with consolidated revenue in the previous year. The consolidate operating gross profit was NT$93 million, dropping by 20.1% from the previous year’s consolidated gross profit of NT$117 million. The net loss from consolidated operations was NT$122 million; the pre-tax net profit was NT$202 million; the after-tax net profit was NT$195 million, and the earnings per share were NT$0.91. The sales of security system products (e.g. anti-theft/ disaster prevention/ home automation/ video surveillance) contribute to the majority of the operating income. The Company would continue to integrate technologies of software and hardware platforms and apps around the globe. While exploring the smart security industry, the company also lays the foundation for the market of smart construction .
2021Plan for Business, Product Development, and Operation
In 2021, Everspring Industry Co., Ltd. continued to promote security systems and products; it has been exploring the market of smart security control in Central and South America, the Middle East, and Europe. Meanwhile, the projects of smart product design and collaborative projects with major European and American brands continues to grow.
The company has been working on product development, too. Smart security is a set of comprehensive solutions that can integrate services, with anti-theft alarming, disaster prevention, energy saving, environmental control, home health management, image monitoring, and other functions. A complete smart platform would include hardware, Apps, and cloud services. In addition to promoting our own brands, the company also focus on integrating its home-developed products with those from third-party manufacturers. For example, smart IP gateways, security alarms, various sensors, IP Cam, wireless remote controls, smart sockets, mobile device apps, and cloud services. These products can also be combined with the integrated system of anti-epidemic temperature monitoring products to achieve big data integration and analysis to improve protection efficiency and reduce the risk of infection. In terms of operations, Everspring Industry Co., Ltd. has transferred its production bases in mainland China this year. It has successfully completed the transfer of shares of mainland subsidiaries. Also, the Company has re-examined and consolidated group assets to reduce operating costs and increase asset value. Despite the raging global pandemic, the company's operations have not been suspended, and it’s still accelerating with the development of new products to keep up with the trend and business opportunities on the market.
1
Vision and Prospect for the year of 2021
In 2021, Everspring Industry Co., Ltd. expects to boost its business in providing software and hardware platform service solutions with smart security to its target market. The company will offer to the customer security platform integration, high value-added products and services, and more complete and humanized smart life services solution.
This year, Everspring would continue to improve its security and automation products series and system service solutions. The Company will also officially promote access control system with more advanced hardware with the hope to enhance the competitiveness of product value and creating greater benefits for the company. Here, I would like to thank all shareholders, customers, third-party vendors, and all colleagues for their continuous support, encouragement, and contribution to Everspring Industry Co., Ltd. .
Sincerely,
Chairperson Chang Tse Ling General Manager Chang Tse Ling Director of Accounting Li Hsiu Ting
2
II. Company Profile
2.1 Date of Establishment: 16[th] .April.1980
2.2 Company History
1980
EVERSPRING was founded at Tucheng, one million NTD in capital
1982 Increased capital to 7 million NTD
1985
Acquired “Auto-switch wall detector” patent in Germany Acquired “Magnetically controlled car alarm” patent from National Bureau of Standards in Taiwan
1986 Invented a product that "combined optical basis and human body temperature" and obtained a principle invention patent The PIR detectors SA209 and SA210 designed by the aforementioned invention concept are well-known in the industry In the same year, it was included in the ranking of excellent export vendors by the International Trade Bureau
1987
Purchase the current site in Tucheng as company and factory The first wireless security and anti-theft system was launched Successfully developed far-infrared light control products
1988
Purchased additional factory buildings on the 3rd floor of the original site
1989 Introduce automated production equipment Awarded three patents from the Central Bureau of Standards Acquired “Opto-reflector design” patent in Germany Complete the first ASIC IC design Increased capital by 51,000,000 NTD in cash and increased share capital to 58,000,000 NTD
1990
Cash capital increase of 132,000,000 NTD, increasing the paid-in share capital to 190,000,000 NTD
1991 Repurchase the fourth and fifth floors of the original site to expand the factory and add automated production equipment Expanded production lines and invested in U.K. for expanding distribution channels
1992 Transformed surplus to capital increase of 72,200,000 NTD, increasing share capital to 262,200,000 NTD
Stocks IPO Acquired “Detector with 180 degrees detecting range” patent in USA Acquired “Mechanical design of security system” patent in Germany
1993
Cash capital increase of 45,000,000 NTD, surplus capital increase of 39,330,000 NTD, and share capital increased to 346,530,000 NTD
Installation of SMD surface adhesion production equipment
3
Acquired “Optical ray reflector for increasing detecting angle of a detection” patent in UK
1994
Awarded “Outstanding Enterprise, Taiwan” from the Taiwan Electrical and Electronic Industry Association ISO-9001 certified
Earnings transferred to capital increase 34,653,000 NTD, and share capital increased to 381,183,000 NTD
Purchased a plant in Guishan, Taoyuan County for use by the domestic business department Invested in Singapore's Everspring, reinvested by Singapore's Everspring (Dongguan Liyuan Electronics Co., Ltd.)
1995
Earnings transferred to capital increase of 38,118,300 NTD, and share capital increased to 419,301,300 NTD
Awarded three Bronze Medals in the Pittsburgh Invention Competition-Smart Battery Regenerator
New product solar wireless anti-theft device asks the market
1996
Solar wireless anti-theft device won the Gold Medal of Ideal Home Exhibition, UK Earnings were transferred to an increase of 41,930,130 NTD, and the share capital increased to 461,231,430 NTD
The stock is officially listed on the OTC
1997
Smart battery regenerator awarded the SME Innovation Research Award of the Ministry of Economic Affairs
Innovated and marketed Multi-zone Wireless Security and CCTV system Established a subsidiary (Guofa Security Co., Ltd.) (renamed Worldtrend Security in 1988) and invested in Aidi Home Decoration Co., Ltd.
Cash capital increase of 100,000,000 NTD, surplus and employee dividends transferred to capital increase of 82,188,190 NTD, share capital increased to 643,419,620 NTD
1998
Subsidiary companies founded in USA and Bahamas Reinvestment (Wang Chen Investment Co., Ltd.) and (Jinzhun International Investment and Development Co. Ltd.).
Cash capital increase of 120,000,000 NTD, surplus, capital reserve and employee dividends transferred to capital increase of 372,049,910 NTD, share capital increased to 1,135,469,530 NTD
1999
Earnings, capital reserves and employee dividends were transferred to capital increase of 372,369,840 NTD, and the share capital increased to 1,507,839,370 NTD Stocks are transferred from OTC to listing for trading
2000
Earnings, capital reserves and employee dividends were transferred to capital increase of 657,160,630 NTD, and the share capital increased to 2,165,000,000 NTD
2001
Earnings, capital reserves and employee dividends were transferred to an increase of 470,000,000 NTD, and the share capital increased to 2,635,000,000 NTD Officially moved to the new building in Kweishan, Taoyuan County, Taiwan Issued the first domestic guaranteed conversion corporate bond 1,000,000,000 NTD and the second domestic unsecured conversion corporate bond 602,000,000 NTD
Established a subsidiary (Zichen Technology Development Co., Ltd.) (renamed Zixiang Technology in 1992)
4
2002
Conversion of convertible corporate bonds is 323,542,370 NTD (32,354,237 shares converted), surplus and employee dividends are transferred to capital increase 224,963,890 NTD, and share capital is increased to 3,183,506,260 NTD ISO-14001 certified
2003
Conversion of convertible corporate bonds 1,562,570 NTD (156,257 shares converted), employee bonus transfer to capital increase 7,261,000 NTD, repurchase of treasury shares, cancellation of shares 132,540,000 NTD, and increase of share capital to 3,059,789,830 NTD Liyuan Manufacturing Plant in China ISO9001 Certified
The solar wireless transmission anti-theft device awarded the “Symbol of Taiwan Excellence” Subsidiary (Zixiang Technology Development Co., Ltd.) reduced its capital to 700,000,000 NTD
2004
Buy back treasury shares and cancel 100,009,500 NTD shares, reducing the share capital to 2,864,789,830 NTD
The first domestic guaranteed convertible corporate bonds were fully recovered by the company in November 1993, and the listing was terminated in accordance with Article 12 of the company’s first domestic guaranteed conversion corporate bond issuance and conversion measures.
Acquired annual lighting tenders from famous British and German retailers, with the quantity reaching 1,500,000
Obtained a new patent for anti-theft lighting device in Taiwan and a new European style patent for lamps (Solar powered outdoor siren)
Subsidiary (Zixiang Technology Development Co., Ltd.) reduced its capital to 600,000,000 NTD
2005
Buy back treasury shares and cancel 85,000,000 NTD shares, reducing the share capital to 2,779,789,830 NTD
Capital reserve transferred to capital increase of 75,143,690 NTD, and share capital increased to 2,854,933,520 NTD
Buy back treasury shares and cancel 300,000,000 NTD shares, reducing the share capital to 2,554,933,520 NTD
Acquired “Sensor light mechanical design” patent in USA
Acquired “Energy saving signal transmission method” patent in Taiwan Subsidiary (Huachen Security Co., Ltd.) reduced its capital to 300,000,000 NTD
2006
Acquired “Burglar alarm light improvement” patent in USA
Buy back treasury shares and cancel 50,000,000 NTD shares, reducing the share capital to 2,504,933,520 NTD
Acquired “Energy saving signal transmission method” patent in UK
Subsidiary (Zixiang Technology Development Co., Ltd.) reduced its capital to 400,000,000 NTD
Subsidiary (Huachen Insurance Co., Ltd.) reduced its capital to 200,600,000 NTD
Buy back treasury shares and cancel 150,000,000 NTD shares, reducing the share capital to 2,354,933,520 NTD
Acquired “Thin-type spherical lens” patent in USA and Taiwan
Garden courtyard lighting design awarded the national LED lighting application creative design competition masterpiece
5
2007
Acquired “Thin-type spherical lens” patent in USA, UK, and Taiwan Acquired “Rotary sensor switch module mechanical design” and “Sensor switch module mechanical design” patent in China Acquired “Reflector mechanism improvement” patent in UK Obtained a British invention patent for thinning spherical lens Obtained Chinese invention patent for knob photosensitive switch structure Obtained a US invention patent for thinning spherical lens. Buy back treasury shares and cancel 25,000,000 NTD shares, and the paid-in capital after cancellation is 2,329,933,520 NTD
Invested in Japan Everspring as a sales location in Asia. Obtained Taiwan invention patent for thin spherical lens Obtained Chinese invention patent for photosensitive module switch structure Buy back treasury shares and cancel the shares of 44,900,000 NTD, and the paid-in capital after cancellation is 2,285,033,520 NTD
Subsidiary company “Phase Electronics (UK) Ltd.” founded in UK
2008
Buy back treasury shares and cancel 40,000,000 NTD shares, reducing the share capital to 2,245,033,520 NTD Subsidiary (Zixiang Technology Development Co., Ltd.) reduced its capital to 325,000,000 NTD
Acquired “Thin-type spherical lens” patent in China Disposal of all equity of the subsidiary in Japan
The company’s investee company UK Response Electronics PLC completed the dissolution and liquidation procedures Reinvested through a subsidiary (Xinyun) (Ningbo Guanglian Electronics Co., Ltd.)
2009
Buy back treasury shares and cancel 60,000,000 NTD shares, reducing the share capital to 2,185,033,520 NTD
Buy back treasury shares and cancel 17,800,000 NTD shares, reducing the share capital to 2,167,233,520 NTD
Obtained Chinese invention patent for sensor
2010
Buy back treasury shares and cancel the shares 14,200,000 NTD, reduce the share capital to 2,153,033,520 NTD
Acquired “Remote control security supervisory control apparatus” patent in USA and Japan Investment (Tongsheng Development and Construction Co., Ltd.) 88,000,000 NTD The Tucheng office was renovated and moved to (3rd Floor, No. 50, Section 1, Chungwha Road, Tucheng District, New Taipei City) to continue business
2011
Acquired “Motion sensor system with motor-actuated detection unit” patent in EU Subsidiary company “Homewow Property Management Consulting Co.,Ltd.” founded in Taiwan
2012
Acquired “Motion sensor system with motor-actuated detection unit” patent in USA Acquired “Electronic device control with IR sensing” patent in Taiwan Acquired “Remote control security supervisory control apparatus” patent in China Acquired an invention patent for the sensing method of the sensor in China Acquired an invention patent for the sensing method of the sensor in Japan Acquired the agency rights of American DA Lubricant Company in 13 countries in Asia Subsidiary (Huachen Security Co., Ltd.) reinvested (Huachen Apartment Building Management and Maintenance Co., Ltd.)
6
2013
Acquired an invention patent for the sensor and its applied sensing device and its sensing method in
Taiwan
Acquired an invention patent for remote control security monitoring method in Israel Everspring Bahamas, a subsidiary of the company, completes liquidation procedures Subsidiary company (Dongguan Liyuan) reinvested (Suzhou Ma Liqiang Lubricant Co., Ltd.) Subsidiary Zixiang Technology Development Co., Ltd. reduced its capital to 141,167,180 NTD
Subsidiary (Huachen Insurance Co., Ltd.) surplus capital increased to 212,636,000 NTD Acquired an invention patent for lighting equipment startup control methodin USA Acquired an invention patent for lighting equipment startup control method in China The wireless remote control smart socket (AN158) awarded the Golden Pin Design Mini door and window magnetic reed sensor (HSM02) awarded the Golden Point Design Home wireless gateway (SC101) awarded the Golden Point Design Security Control Multimedia AV Host (ZH001) awarded the Golden Pin Design
2014
Acquired an invention patent for remote control security monitoring method in EU Acquired an invention patent for property management method and its management system in Taiwan
Acquired an invention patent for thin spherical lens in Germany Acquired an invention patent for lighting equipment startup control method in Taiwan Acquired an invention patent for property management methods and management systems in China
Acquired an invention patent for the combined light bulb heat dissipation structure in UK Acquired an invention patent for the combined light bulb heat dissipation structure in USA Ranked among asmag's "2014 Top Security 50" global top 50 security vendors
2015
Obtained a mainland invention patent for personnel monitoring system and method Obtained Taiwan invention patent for personnel monitoring system and method Obtained Taiwan invention patent for wireless monitoring method and device Obtained Japanese invention patent for wireless monitoring method and device The company's subsidiary (Heli Capital Service Co., Ltd.) completed the liquidation process Won the "Excellent Exhibitor Image Award" at the 27th Taipei International Building Materials and Products Exhibition
Won the Platinum Award in the "Design and System Product Category" of the 2015 Taiwan Excellent Smart Green Building and System Product Award Awarded the 2015 “TIBA Platinum of System Awards”
2016
Obtain a device for measuring power consumption, a device and method for non-contact measurement of power supply status-Obtained a Taiwan invention patent
Obtained a device and method for detecting the location of a heat source-Obtained a Taiwan invention patent
Won the 2016 “APIGBA Gold of System Awards”
2017
The company's subsidiary (Homewow Property Management Consulting Co.,Ltd.) completed the liquidation procedure
The company's subsidiary (Zi Sheng International Investment Co., Ltd.) was renamed (Zi Sheng Wisdom Technology Co., Ltd.)
Obtained a US invention patent for wireless monitoring method and device Obtained a mainland invention patent for wireless monitoring method and device Obtained EU invention patent for wireless monitoring method and device
Cancellation and buy back 12,817,500 NTD of treasury shares, and the share capital is reduced to 2,140,216,020 NTD
Awarded the Diamond Level of the Green Building Mark of the Ministry of the Interior
7
2018
Acquired an invention patent for a device and method for detecting the location of a heat source in Japan
Passed ISO 9001 quality management system verification
Awarded the Diamond Level of the Smart Building Mark of the Ministry of the Interior Mainland China (Liyuan Factory) passed ISO14001 environmental management system and ISO9001 quality management system dual certification
Subsidiary Zixiang Technology Development Co., Ltd. reduced its capital to 28,167,180 NTD Obtaining a device for measuring power consumption, a device and method for non-contact measuring power supply status, U.S. invention patent
Acquired a U.S. invention patent for a device and method for detecting the location of a heat source
Everspring Group's subsidiary (Huachen Security) and (Risheng Security) have established a strategic alliance to carry out professional division of labor and in-depth cooperation on various businesses
Appraised and passed the corporate version of the TTQS Talent Development Quality Management System by the Labor Development Agency of the Ministry of Labor
2019
Obtained a mainland invention patent for a device and method for detecting the location of a heat source (Ningbo Guanglian) acquired (Suzhou Ma Liqiang Lubricant Co., Ltd.) from (Dongguan Liyuan)
(Ningbo Guanglian) Reinvestment (Dongguan Fengcheng Intelligent Technology Co., Ltd.)
2020
Obtained EU invention patents for devices for measuring power consumption, devices and methods for non-contact measurement of power supply conditions Obtained an EU invention patent for a device and method for detecting the location of a heat source Obtained the mainland design patent of the sensor Obtained the mainland design patent of the lighting lamp
Simple merger of the company and subsidiary Zixiang Technology Development Co., Ltd. (Dongguan Fengcheng) obtained (Suzhou Ma Liqiang Lubricant Co., Ltd.) from (Ningbo Guanglian)
Singapore Everspring obtained (Dongguan Fengcheng Intelligent Technology Co., Ltd.) from (Ningbo Guanglian)
2021
Disposal of all the shares of the subsidiary (Dongguan Liyuan Electronics Co., Ltd.) through Everspring, Singapore
8
III. Corporate Governance Report
3.1 Organizations
(i) Organization Chart
==> picture [641 x 481] intentionally omitted <==
9
(ii) Operating Functions of Each Main Department
| Department | Department | Main Responsibilities/JobDescription |
|---|---|---|
| Audit Office | The main responsibility is to investigate and evaluate the deficiencies of the internal control system and measure the efficiency of operations, provide timely improvement suggestions to ensure the continuous and effective implementation of the internal control system, and assist the board of directors and management to fulfill their responsibilities. The organization is subordinate to the board of directors, adopts independent full-time internal audits, conducts regular and irregular business audits, financial audits, etc., to accurately assess the integrity, rationality and effectiveness of the compliance of the internal control system. |
|
| Chairman Room | Special assistance to the group with operating teams such as finance, legal affairs, and business planning. |
|
| Spokesman/Management Representative |
Planning and execution of public relations activities, media contacts and other related matters. Ensure that the processes required for the quality management system have been established, implemented and maintained, and report the performance of the quality management system and any needs for improvement to the senior management to ensure that the organization fully recognizes the requirements of customers. |
|
| Business Dev.Center |
Smart home and business system |
In charge of the system service and product development strategy, sales strategy, promotion plan, setting, execution, and acceptance of business goals for the development of smart home and business systems. Observation and information collection of market trends and needs, understanding and analysis of competitors, and setting and adjusting strategic directions. Market development and development management, establish short-, medium- and long-term market partnership customers, and deepen the market. In accordance with the sales strategy and promotion plan, mobilize the business for market development and operation. |
| Marketing | Manage and execute the company's overall marketing strategy, product planning, exhibition and other planning and marketing operations. |
|
| Product Dev. Center | Hardware | In charge of planning and supervising the development plan of new products and new technologies related to system and device hardware, implementing technology cooperation transfer and controlling R&D progress, benefits and resource allocation. |
| Software | In charge of planning and supervising the development plan of new products and new technologies related to smart system/device software, implementation of technology cooperation transfer and control of R&D progress, benefits and resource allocation. |
|
| DQA | In charge of safety application, reliability verification, quality control, etc., participate in product design, product reliability and environmental testing at all stages, confirm the functionality, compatibility, and stability of the product during the research and development period, and process and analyze the reasons for customer complaints and related issues. |
|
| Technical Document Management |
In charge of the product drawing management, formulating product and material information confidentiality control, and studying the maintenance and file creation of product and material parts information. |
|
| Product Planning Center |
Product Planning & Management |
Responsible for product planning and management, product marketing strategy formulation, product quality and cost considerations, coordination and integration of product development related matters in various departments, market research and sample statistical analysis. |
| Operation & Sales Service |
Responsible for assisting the business team in solving system abnormalities encountered during the sales process and providing after-sales technical support, Ticket system maintenance and management, problem response and tracking, RMA execution management problem analysis and tracking and resolution, FAE management system planning and establishment. |
|
| Business Mgt. Center | HR | In charge of human resource management strategy planning, recruitment and selection, job promotion, establishment of salary and reward system, talent development planning and retention of talents and other management tasks. |
| Admin. Mgt. | Responsible for the general procurement, administrative affairs processing, and fixed asset repair, maintenance, and management. |
|
| Finance | Responsible for the company's financial planning, financing scheduling, reinvestment business management, stock operations, accounting processing, financial statement preparation and analysis, tax processing operations, and annual budgets. |
|
| MIS | Computer hardware equipment and network management, computer troubleshooting, software programming, development operations and other operations. Responsible for the management and maintenance of the group's network and call systems, software and hardware equipment, and the planning, development, maintenance and system integration of various application systems required. |
|
| Manufactue | Material | Responsible for production material status, production and shipment scheduling, inventory control and planning, and formulating company procurement strategies, supervising the procurement process and signing of procurement contracts, and maintaining a reasonable bargaining system. At the same time, it is responsible for material procurement management and outsourcing operations and vendor management. |
| Production | In charge of the production material status and scheduling work of the mainland manufacturing plant (Fengcheng Intelligent). |
10
3.2 Information of Directors, Supervisors and Management Team
| 1. | Information | Information | Information | of Directors | of Directors | of Directors | 2021/04/30 | 2021/04/30 | 2021/04/30 | 2021/04/30 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Nationality or Place of Registration |
Name | Gender | Date of Assumption of Duty (Selection) |
Term | Date of First Election | Shares Held at the Date of Selection |
Current Shares Held | Current Shares Held by by Spouse and Minor Children |
Shares Held under the Names of Others |
Major Experiences (Education Background) |
Current Position in This Company and Other Companies |
With Spouse or a Relative Within the Second Degree of Kinship Who Are a Director or Supervisor |
||||||
| Number of Shares |
Shareholding Ratio |
Number of Shares |
Shareholding Ratio |
Number of Shares |
Shareholding Ratio |
Number. of shares |
Shareholding Ratio |
Title | Name | Relationship | |||||||||
| Chairman | Taiwan | Nally Chang | F | 2019.06.20 | 3 | 1980.04.16 | 32,450,492 | 15.16 |
32,450,492 |
15.16 |
16,464,637 |
7.69 |
0 |
0 |
Department of Business Management, Sussex College, UK Chairman of Everspring |
Everspring General Manager Legal representative director and chairman of Worldtrend Security Co. Ltd. Chairman and General Manager of Singapore Yunchen Legal person director representative of Zisheng Wisdom Technology Co., Ltd. Representative Director, Chairman and General Manager of American Yunchen Corporation Representative of the legal person director of Huanchen Technology Co., Ltd. Representative of the legal person director of Keya Biotechnology Co., Ltd. Representative of the legal person director of Tongsheng Development and Construction Co., Ltd. Legal person director representative and chairman of Huachen Apartment Building Management and Maintenance Co., Ltd. Director of Suzhou Ma Liqiang Lubricant Co., Ltd. |
Director | Huang Ziliang |
spouse |
| Director | Taiwan | Kao Yonghwa | M | 2019.06.20 | 3 | 1980.04.16 | 13,442,914 | 6.28 |
13,442,914 |
6.28 |
2,769,506 |
1.29 |
0 |
0 |
Mingzhi Engineering College Engineering Department General Manager of Worldtrend Security Co., Ltd. |
Legal representative director and general manager of Worldtrend Security Co., Ltd. Legal person director representative of Zisheng Wisdom Technology Co., Ltd. Representative of Director of American Yunchen Corporation Legal person supervisor representative of Tongsheng Development and Construction Co., Ltd. Representative of the legal person director of Huachen Apartment Building Management and Maintenance Co., Ltd. Director of Dongguan Fengcheng Intelligent TechnologyCo.,Ltd. |
NA | NA | NA |
11
| Title | Nationality or Place of Registration |
Name | Gender | Date of Assumption of Duty (Selection) |
Term | Date of First Selection | Shares Held at the Date of Selection |
Shares Held at the Date of Selection |
Current Shares Held | Current Shares Held | Current Shares Held by by Spouse and Minor Children |
Current Shares Held by by Spouse and Minor Children |
Shares Held under the Names of Others |
Shares Held under the Names of Others |
Major Experiences (Education Background) |
Current Position in This Company and Other Companies |
With Spouse or a Relative Within the Second Degree of Kinship Who Are a Director or Supervisor |
With Spouse or a Relative Within the Second Degree of Kinship Who Are a Director or Supervisor |
With Spouse or a Relative Within the Second Degree of Kinship Who Are a Director or Supervisor |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares |
Shareholdin g Ratio |
Number of Shares |
Shareholdin g Ratio |
Number. of shares |
Shareholdin g Ratio |
Number. of shares |
Shareholdin g Ratio |
Title | Name | Relationship | |||||||||
| Director | Taiwan | Huang Ziliang |
M | 2019.06.20 | 3 | 1980.04.16 | 16,464,637 | 7.69 |
16,464,637 |
7.69 |
32,450,492 |
15.16 |
0 |
0 |
Department of Tourism, Chinese Culture University Chairman of Xu Chai Financial Consulting Co., Ltd. |
~~Legal representative director of Worldtrend~~ Security Co., Ltd. Corporate Director Representative and Chairman of Zisheng Wisdom Technology Co., Ltd. Chairman of Xu Chai Financial Consulting Co., Ltd. Representative of the legal person director of Keya Biotechnology Co., Ltd. Director of Tongfu Development and Construction Co., Ltd. Chairman of Tongchuang Investment Holdings Co., Ltd. Representative of the legal person director of Huachen Apartment Building Management and Maintenance Co., Ltd. Supervisor of Suzhou Ma Liqiang Lubricant Co., Ltd. |
Chairman |
Nally Chang | spouse |
| IIndependent Director | Taiwan | Chen Yifeng |
M | 2019.06.20 | 3 | 2016.06.21 | 0 | 0 |
0 |
0 |
5,000 |
0 |
0 |
0 |
PhD, Institute of Electronics, National Taiwan University of Science and Technology Director of Radio Frequency Measurement Center, Jingwen University of Science and Technology |
Professor of Department of Electronic Engineering and Dean of School of Electrical Engineering and Resources, Jingwen University of Science and Technology Director of Radio Frequency Measurement Center, Jingwen University of Science and Technology |
NA | NA | NA |
| IIndependent Director |
Taiwan | Chang Jinchen g |
M | 2019.06.20 | 3 | 2001.06.14 | 0 | 0 |
0 |
0 |
0 |
0 |
0 |
0 |
Master of University of London, UK, National Taiwan University Law Department Legislator |
Member of the Company's Salary and Compensation Committee Member of the Audit Committee of the Company |
NA | NA | NA |
| IIndependent Director |
Taiwan | Hong Peipei |
F | 2019.06.20 | 3 | 2001.06.14 | 291,095 | 0.14 |
291,095 |
0.14 |
0 |
0 |
0 |
0 |
PhD in Materials Engineering, University of Cincinnati Researcher of the Executive Yuan Labor Committee |
Adjunct Associate Professor of Chung Yuan Christian University Director of Deming University of Finance and Technology Member of the Company's Salary and Compensation Committee Member of the Audit Committee of the Company |
NA |
NA | NA |
| IIndependent Director | Taiwan | Lee Bishu |
F | 2019.06.20 | 3 | 2019.06.20 | 0 | 0 |
0 |
0 |
0 |
0 |
0 |
0 |
National Taiwan University Master of Business Administration Deputy General Manager of Zicheng United Certified Public Accountants |
Chairman of Yuchen Management Consulting Co., Ltd. Independent Director and Remuneration Committee Member of Hongpu Construction Co., Ltd. Remuneration Committee Member of Xinli Chemical Co., Ltd. Financial Advisor of Dajiang Biomedical Co., Ltd. Supervisor of Water Element Life Co., Ltd. Supervisor of Yongjiang Investment Co., Ltd. Representative of corporate director of Dajiang Biomedical Co., Ltd. Member of the Audit Committee of the Company |
NA | NA | NA |
-
If the director or supervisor is a representative of a legal person shareholder, the name of the legal person shareholder and the
-
shareholder's shareholding ratio of the legal person accounted for the names of the top ten shareholders and their shareholding ratio: Not applicable.
12
3. Information of Directors
| Requirements Name |
Whether work experience of over 5 years and professional qualifications below are equipped |
Whether work experience of over 5 years and professional qualifications below are equipped |
Whether work experience of over 5 years and professional qualifications below are equipped |
Conformity to Independence (Note) | Conformity to Independence (Note) | Conformity to Independence (Note) | Conformity to Independence (Note) | Conformity to Independence (Note) | Conformity to Independence (Note) | Conformity to Independence (Note) | Conformity to Independence (Note) | Conformity to Independence (Note) | Conformity to Independence (Note) | Conformity to Independence (Note) | Conformity to Independence (Note) | Number of independent directors concurrently serving as other public offering companies |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
The title ranks above lecturer in department of commerce, law, accounting or related to company business public and private universities and colleges. |
Judge, procurator, lawyer, accountant or professional technical personnel (having national certificates) related to company business |
Work experien ce in commerc e, law, finance, or accounti ng or required by company business |
1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | ||
| NallyChang | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | 0 | ||||||||
| Kao Yonghua | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | 0 | |||||||
| HuangZiliang | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | 0 | ||||||||
| Chen Yifeng | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | 0 | |
| ChangJincheng | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | 0 | ||
| HongPeipei | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | 0 | |
| Li Bishu | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | 1 |
Directors and supervisors who meet the following conditions during the two years prior to election and during their tenure of office, please mark "✓" in the space below each condition code:
-
(1) Not an employee of the Company or other affiliates;
-
(2) Not a director or supervisor of the Company (the same does not apply if the person is an independent director of the parent company or subsidiaries where the company have over 50% voting shares directly or indirectly);
-
(3) Non-self and his spouse, minor children, or other natural person shareholders who hold more than 1% of the total issued shares of the company in the name of others or the top ten shareholders.
-
(4) Not managers listed in (1) or the spouse of personnel listed in (2), (3), relatives within the second degree, or the blood relatives within the third degree.
-
(5) Not directors, supervisors or directors of corporate shareholders who directly hold more than 5% of the company's total issued shares, top five shareholders, or appointed representatives to act as company directors or supervisors in accordance with paragraph 1 or 2 of Article 27 of the Company Act (but if the independent directors established by the company and its parent company, subsidiary company or subsidiary of the same parent company in accordance with this law or local national laws and regulations are concurrently held by each other, it is not limited to this).
-
(6) Not directors, supervisors or employees of other companies who are controlled by the same person as many than half of the shares or voting rights (but if the independent directors established by the company and its parent company, subsidiary company or subsidiary of the same parent company in accordance with this law or local national laws and regulations are concurrently held by each other, it is not limited to this)
-
(7) Not directors, supervisors, or employees of other companies or institutions that are the same person or spouse with the company ’s chairman, general manager or equivalent (but if the independent directors established by the company and its parent company, subsidiary company or subsidiary of the same parent company in accordance with this law or local national laws and regulations are concurrently held by each other, it is not limited to this)
-
(8) Not directors, supervisors, managers or shareholders of specific companies or institutions that do not have financial or business dealings with the company or holding more than 5% of shares (but if specific companies or institutions hold more than 20% but not more than 50% of issued company shares, and the independent directors established by the company and its parent company, subsidiary company or subsidiary company of the same parent company in accordance with this law or local national laws and regulations concurrently serve each other, this limit shall not apply).
-
(9) Not professionals, sole proprietorships, partnerships, companies or institutions that do not provide audits for companies or related companies or business, legal, financial, accounting and other related services that do not exceed NT $ 500,000 in cumulative compensation in the past two years Business owners, partners, directors (directors), supervisors (supervisors), managers and their spouses. However, members of the Salary and Compensation Committee, Public Acquisition Review Committee, or M&A Special Committee that perform their duties in accordance with the relevant laws and regulations of the Securities Exchange Act or the Corporate M&A Act are not limited to this.
-
(10) Not the spouse or a relative within the second degree of kinship of any other director of the Company.
-
(11) Not being involved in any of the situations set forth in Article 30 of the Company Act.
-
(12) Not a government agency, corporation, or its representative set forth in Article 27 of the Company Act.
13
5. Information of General Managers, Vice General Managers, Assistant Managers, and Directors of Departments and Branches
2021/04/30
| Title | National ity or Registrat ion Place |
Name | Gender | Date of Assumption of Duty |
Shares Held | Shares Held | Shares Held Now by Spouse and Minor Children |
Shares Held Now by Spouse and Minor Children |
Shares H the Na Oth |
eld under mes of ers |
Main Experiences (Education Background) |
Posts Held in Other Companies Now | Managers with spouse or second relative relationship |
Managers with spouse or second relative relationship |
Managers with spouse or second relative relationship |
Remark |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares | Sharehol ding Ratio |
Number of Shares | Sharehol ding Ratio |
Number of Shares |
Sharehol ding Ratio |
Title |
Name |
Relatio ns |
||||||||
| Chairman & GM | Taiwan | Nally Chang | F | 2017.02 | 32,450,492 | 15.16 |
16,464,637 |
7.69 |
0 |
0 |
Department of Business Management, Sussex College, UK Chairman of Everspring |
Representative and Chairman of the Board of Directors of Worldtrend Security (Stock) Company Chairman and General Manager of Everspring, Singapore Representative of the legal person director of Zisheng Wisdom Technology Co., Ltd. US Everspring corporate director representative and chairman and general manager Representative of the legal person director of Huanchen Technology Co., Ltd. Representative of the legal person director of Kea Biotechnology Co., Ltd. Representative of the legal person director of Tongsheng Development and Construction Co., Ltd. Representative and Chairman of the Board of Directors of Huachen Apartment Building Management and Maintenance (Stock) Company Director of Suzhou Ma Liqiang Lubricant Co., Ltd. |
NA | NA | NA | Note 1 |
| Senior Associate, Career Development Center |
Taiwan | Ju Junhao | M | 2016.05 | 30,000 | 0.01 | 0 |
0 |
0 |
0 |
Department of Spanish, Tamkang University Business Associate of Shengtai Technology Haozhan Medical Technology Business Manager Gateway International Business Manager |
NA |
NA | NA | NA | NA |
| Associate of Product Planning Center |
Taiwan | Wang Hsinhua |
M | 2011.02 | 30,000 | 0.01 | 0 |
0 |
0 |
0 |
Department of Business Management, Ming Chuan University Business Specialist of Yichang Company Business Specialist of Tailin Company |
NA | NA | NA | NA | NA |
| Intelligent System Software Associate |
Taiwan | Chiu Wenzong |
M | 2020.03 | 0 | 0 | 0 |
0 |
0 |
0 |
Department of Electrical Engineering, Cultural University Haoqing Technology Associate Senior R&D Manager of Acer |
NA | NA | NA | NA | NA |
| Associate of Career Management Center and concurrently as Financial Manager |
Taiwan | Lu Lizhu | F | 2018.08 | 20,000 | 0.01 | 0 |
0 |
0 |
0 |
Department of Business Administration, Preston University Spokesperson of Everspring |
Corporate Director Representative of Zisheng Wisdom Technology Co., Ltd. Corporate Director Representative of Tongsheng Development and Construction Co., Ltd. Representative of the legal person supervisor of Worldtrend Security Co., Ltd. Representative of legal person supervisor of Huachen Apartment Building Management and Maintenance Co., Ltd. |
NA | NA | NA | NA |
| Accountant Supervisor |
Taiwan | Lee Hsiuting | F | 2021.03 | 0 | 0 | 0 |
0 |
0 |
0 |
Master of Accounting, Chung Yuan Christian University Financial Manager of Ivy League Life Sciences Deloitte Audit Assistant Manager |
NA |
NA | NA | NA | NA |
| Audit Supervisor |
Taiwan |
Zeng Yuling |
F |
2008.05 |
3,090 |
0 |
0 |
0 |
0 |
0 |
Department of Finance, Zhili Institute of Technology Assistant Manager of Finance Department of Worldtrend Security |
NA |
NA | NA | NA | NA |
~~Note 1: The chairman of the company Nally Chang also serves as the general manager. The response measures are as follows: the company will actively search~~ for suitable candidates for the general manager. If the chairman and general manager of the company are still the same person before December 31, 112, the company will follow the law There are no less than four independent directors.
14
3.3 Remuneration of Directors, Supervisors, General Managers and Deputy General Managers in the Most Recent Years
(1) Remunerations of Directors (Including Independent Directors) 2020/12/31 Unit: Thousand NTD
| Title | Name | Directors’ Remuneration | Directors’ Remuneration | Directors’ Remuneration | Directors’ Remuneration | Directors’ Remuneration | Directors’ Remuneration | Directors’ Remuneration | Directors’ Remuneration | Ratio of the Total Remuneration (A+B+C+D) to Net Profit After Tax (%) |
Ratio of the Total Remuneration (A+B+C+D) to Net Profit After Tax (%) |
Relevant Remuneration Received by Dire | Relevant Remuneration Received by Dire | Relevant Remuneration Received by Dire | Relevant Remuneration Received by Dire | ctors Who Are Also Employees | ctors Who Are Also Employees | ctors Who Are Also Employees | ctors Who Are Also Employees | Ratio of Total Compensation (A+B+C+D+E+F+ G) to Net Profit After Tax (%) |
Ratio of Total Compensation (A+B+C+D+E+F+ G) to Net Profit After Tax (%) |
Compensat ion Paid to Directors from Reinvestm ent Business Other than the Company’s Subsidiary |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remuneration (A) | Pension (B) | Directors’ Remuneration (C) |
Business Affairs Expense (D) |
Salary, Bonus and Special Disbursement (E) (Note 2) |
Pension (F) |
Employee Remuneration (G) (Note 3) |
||||||||||||||||
| This Compan y |
All Compani es in the Financial Report |
This Compan y |
All Compani es in the Financial Report |
This Compan y |
All Compani es in the Financial Report |
This Compan y |
All Compani es in the Financial Report |
This Compan y |
All Compani es in the Financial Report |
This Compan y |
All Compani es in the Financial Report |
This Compan y |
All Compani es in the Financial Report |
This Company | All Companies in the Financial Report |
This Company | All Companies in the Financial Report |
|||||
| Cash $ | Shares $ | Cash $ | Shares $ |
|||||||||||||||||||
| Chairman | Nally Chang | 0 | 0 | 0 | 0 | 0 | 0 | 106 | 138 | 0.05% | 0.07% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.05% | 0.07% | 167 |
| Director | Kao Yongwha |
0 | 0 | 0 | 0 | 0 | 0 | 106 | 138 | 0.05% | 0.07% | 0 | 1,315 | 0 | 0 | 0 | 0 | 0 | 0 | 0.05% | 0.74% | 0 |
| Director | Huang Ziliang |
0 | 0 | 0 | 0 | 0 | 0 | 100 | 108 | 0.05% | 0.06% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.05% | 0.06% | 162 |
| Director | Che Yifeng | 0 | 0 | 0 | 0 | 0 | 0 | 106 | 106 | 0.05% | 0.05% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.05% | 0.05% | 0 |
| Independent Director o |
Hong Peipei | 0 | 0 | 0 | 0 | 0 | 0 | 412 | 412 | 0.21% | 0.21% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.21% | 0.21% | 0 |
| Independent Direct o |
Chang Jincheng |
0 | 0 | 0 | 0 | 0 | 0 | 412 | 412 | 0.21% | 0.21% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.21% | 0.21% | 0 |
| Independent Direct |
Lee Bishu |
0 |
0 |
0 |
0 |
0 |
0 |
392 |
392 |
0.20% |
0.20% |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0.20% |
0.20% |
|
| ~~1.Please state the policy, system, standards and structure of independent directors ’remuneration payment, and describe the relevance to the amount of remuneration according to the responsibilities, risks, time invested and other factors: The remuneration of~~ independent directors of the company refers to the company's overall operating performance, future risks and development trends of the industry, and also refers to the results of the performance evaluation standards and the contribution to the company to give reasonable remuneration. The salary and compensation committee makes recommendations to the board of directors for resolution. 2.In addition to the disclosures in the above table, the directors of the company have received remuneration for providing services for all companies in the financial report (such as serving as consultants for non-employees) in the most recent year: None 。 |
15
Remuneration Interval
| Remuneration Interval | ||||
|---|---|---|---|---|
| Interval of Remunerations of Directors | Name of | Directors | ||
| Total of First Four Remunerations(A+B+C+D) | Total of Latter Seven Remunerations(A+B+C+D+E+F+G) | |||
| This Company | All Companies in the Financial Report H | This Company | All Companies in the Financial Report I | |
| Below NT$ 1,000,000 | Nally Chang、Kao Yonghua、Huang Ziliang、Chen Yifeng、Hong Peipei、 Chang Jincheng、 Lee Bishu |
Nally Chang、Kao Yonghua、Huang Ziliang、 Chen Yifeng、Hong Peipei、Chang Jincheng、 Lee Bishu |
Nally Chang、Kao Yonghua、Huang Ziliang、Chen Yifeng、Hong Peipei、 Chang Jincheng、 Lee Bishu |
Nally Chang、Huang Ziliang、Chen Yifeng、Hong Peipei、Chang Jincheng、 Lee Bishu、 |
| 1,000,000(Including)~2,000,000(Excluding) | 0 | 0 | 0 | Kao Yonghua |
| 2,000,000(Including)~3,500,000(Excluding) | 0 | 0 | 0 | 0 |
| 3,500,000(Including)~5,000,000(Excluding) | 0 | 0 | 0 | 0 |
| 5,000,000(Including)~10,000,000(Excluding) | 0 | 0 | 0 | 0 |
| 10,000,000 (Including)~15,000,000 (Excluding) | 0 | 0 | 0 | 0 |
| 15,000,000 (Including)~30,000,000 (Excluding) | 0 | 0 | 0 | 0 |
| 30,000,000(Including)~50,000,000(Excluding) | 0 | 0 | 0 | 0 |
| 50,000,000 (Including)~100,000,000 (Excluding) | 0 | 0 | 0 | 0 |
| Above NT$100,000,000 | 0 | 0 | 0 | 0 |
| Total | 7 | 7 | 7 | 7 |
(2) Supervisor's remuneration: Not applicable (the audit committee has been set up)
| (3) Remuneration of General Managers, and Vice General Managers | (3) Remuneration of General Managers, and Vice General Managers | (3) Remuneration of General Managers, and Vice General Managers | (3) Remuneration of General Managers, and Vice General Managers | (3) Remuneration of General Managers, and Vice General Managers | (3) Remuneration of General Managers, and Vice General Managers | (3) Remuneration of General Managers, and Vice General Managers | (3) Remuneration of General Managers, and Vice General Managers | 2020/12/31 Unit: Thousand NTD | 2020/12/31 Unit: Thousand NTD | 2020/12/31 Unit: Thousand NTD | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Name | Remuneration (A) | Pension (B) | Bonus and Special Disbursement (C) |
Employee remuneration (D) | Ratio of the Total Remuneration (A+B+C+D) to Net Profit After Tax(%) |
Compensation Paid from Reinvestment Business Other than the Company’s Subsidiary |
|||||||
| This Compa ny |
All Companie s in the Financial Report |
This Compan y |
All Companie s in the Financial Report |
This Compan y |
All Companie s in the Financial Report |
This Company | All Companies in the Financial Report |
This Company |
All Companies in the Financial Report |
|||||
| Cash $ | Shares $ |
Cash $ | Shares $ |
|||||||||||
| GM (Note 1) | Nally Chang | 0 | 0 | 0 | 0 | 106 | 138 | 0 | 0 | 0 | 0 | 0.05% | 0.07% | 167 |
Note 1: The remuneration of Chairman Nally Chang concurrently as the general manager (all directors’ remuneration; no additional general manager’s remuneration)
16
Remuneration Interval
| Remuneration Interval | ||
|---|---|---|
| Remuneration levels paid to each general manager and deputy general manager of the company |
Name of GM & VP | |
| This Company | All companies in the financial report E | |
| Below NT$ 1,000,000 | NallyChang | NallyChang |
| 1,000,000(Including)~2,000,000(Excluding) | 0 | 0 |
| 2,000,000(Including)~3,500,000(Excluding) | 0 | 0 |
| 3,500,000(Including)~5,000,000(Excluding) | 0 | 0 |
| 5,000,000(Including)~10,000,000(Excluding) | 0 | 0 |
| 10,000,000(Including)~15,000,000(Excluding) | 0 | 0 |
| 15,000,000(Including)~30,000,000(Excluding) | 0 | 0 |
| 30,000,000(Including)~50,000,000(Excluding) | 0 | 0 |
| 50,000,000(Including)~100,000,000(Excluding) | 0 | 0 |
| Above NT$ 100,000,000 | 0 | 0 |
| Total | 1 | 1 |
(4) The remuneration of the top five executives of the company (individual disclosure of names and remuneration methods)
2020/12/31 Unit: Thousand NTD
| Title | Name | Salary (A) | Salary (A) | Pension (B) | Pension (B) | Bonus and Special Disbursement (C) |
Bonus and Special Disbursement (C) |
Employee remuneration (D) | Employee remuneration (D) | Employee remuneration (D) | Employee remuneration (D) | Ratio of the Total Remuneration (A+B+C+D) to Net Profit After Tax (%) |
Ratio of the Total Remuneration (A+B+C+D) to Net Profit After Tax (%) |
Receive remuneration from a subsidiary company or parent company |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| This company |
All Companies in the Financial Report |
This company |
All Companies in the Financial Report |
This company |
All Companies in the Financial Report |
This company | All Companies in the Financial Report |
This company | All Companies in the Financial Report |
|||||
| Cash $ | Shares $ | Cash $ |
Shares $ |
|||||||||||
| Chairman (Note 1) |
Nally Chang |
0 | 0 |
0 | 0 |
106 | 138 |
0 | 0 | 0 | 0 | 0.05% | 0.07% |
167 |
| Senior Associate | Ju Junhao | 1,548 | 1,548 | 0 | 0 | 540 | 540 | 0 | 0 | 0 | 0 | 1.07% | 1.07% | |
| Associate | Chiu Wenzong |
1,480 | 1,480 | 0 | 0 | 750 | 750 | 0 | 0 | 0 | 0 | 1.14% | 1.14% | |
| Associate | Lu Lizhu |
1,092 | 1,092 | 0 | 0 | 278 | 278 | 0 | 0 | 0 | 0 | 0.70% | 0.70% | |
| Associate | Wang Hsinhua |
1,074 | 1,074 | 0 | 0 | 120 | 120 | 0 | 0 | 0 | 0 | 0.61% | 0.61% |
Note 1: The remuneration for Chairman Nally Chang concurrently serving as the general manager (all directors’ remuneration; no additional general manager’s remuneration is paid). (5) The names and positions of the top ten persons before obtaining the employee stock options: none.
(6) The name of the manager who distributes employee compensation and the distribution situation: None (no employee compensation will be distributed in 2020).
17
-
(7) Compare and explain the analysis of the total remuneration paid to the directors, supervisors, general managers and deputy general managers of the company in the most recent two years by the company and all companies in the consolidated statement as a percentage of the net profit after tax, and explain the policy, standard and combination of remuneration. Procedures for determining remuneration and its relevance to business performance:
-
(a) The total remuneration paid to the directors, supervisors, general managers and deputy general managers of the company in the most recent two years accounted for the percentage of net profit after tax
| Year | 20 | 20 | 20 | 20 | 19 | 19 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | The total a first four remunera |
mount of the items of tion paid |
The ratio of t first four items afte |
he total of the to the net profit r tax |
Pay the total amount of the first seven remunerations (including related remunerations received by part-time employees) |
Proportion of th first seven item profit aft |
e total of the s in the net er tax |
The total am first four remunera |
ount of the items of tion paid |
The ratio of th first four item profit af |
e total of the s to the net ter tax |
Pay the total amount of the first seven remunerations (including related remunerations received by part-time employees) |
Proportion of first seven it profit |
the total of the ems in the net after tax |
||
| This company |
All companies in the consolidat ed statement |
This company |
All companies in the consolidated statement |
This company |
All companies in the consolidat ed statement |
This company | All companies in the consolidat ed statement |
This company |
All companies in the consolidat ed statement |
This company |
All companies in the consolidate d statement |
This company |
All companies in the consolidat ed statement |
This company |
All companies in the consolidated statement |
|
| Director | 1,634 | 1,706 | 0.84% | 0.87% | 1,634 | 3,021 | 0.84% | 1.55% | 1,369 | 1,435 | -0.76% | -0.79% | 1,369 | 2,824 | -0.76% | -1.56% |
| Supervisor (Note 1) |
- | - | - | - | - | - | - | - | 210 | 210 | -0.12% | -0.12% | 210 | 210 | -0.12% | -0.12% |
| GM & VP (Note 2) |
106 | 138 | 0.05% | 0.07% | 106 | 138 | 0.05% | 0.07% | 86 | 105 | -0.05% | -0.06% | 86 | 105 | -0.05% | -0.06% |
Note 1: The supervisor of the company resigned after the re-election at the regular shareholders' meeting on June 20, 2019, and an audit committee was set up to replace relevant powers. Note 2: The remuneration of Chairman Nally Chang concurrently serving as the general manager (all directors’ remuneration; no additional general manager’s remuneration is paid)
-
(b) According to Article 21-1 of the company’s articles of association, when the chairman, directors and supervisors of the company perform their duties, regardless of the company’s operating profit or loss, the company may pay remuneration, and the remuneration authorizes the board of directors according to their degree of participation in the company’s operations and The value of contribution shall be agreed upon with reference to industry standards. If the company has surplus, it shall also distribute remuneration in accordance with Article 31 of the Articles of Association. The appointment, dismissal and remuneration of the general manager and deputy general managers shall be handled in accordance with Article 29 of the Company Law.
-
(c) The company's remuneration policy is based on the salary level of the position in the inter-industry market, the scope of the position in the company, and the contribution to the operating goal: the remuneration process is determined, in addition to referring to the company as a whole Operational performance also refers to individual performance achievement rate and contribution to company performance, and gives reasonable remuneration.
18
3.4 Corporate governance operation
(1) Information on the operation of the board of directors
2020 The board of directors met 5 times (A), and the directors attended as follows:
| Title | Nmae | Actual number of attendance B |
Number of delegates attended |
Number of delegates attended |
Number of delegates attended |
Actual attendance 【B/A】 |
Actual attendance 【B/A】 |
rate (%) | Remark | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Chairman | Nally Chang |
5 | 0 | 100% | |||||||||
| Director | Huang Ziliang |
5 | 0 | 100% | |||||||||
| Director | Kao Yonghua |
5 | 0 | 100% | |||||||||
| Director | Chen Yifeng | 5 | 0 | 100% | |||||||||
| Independet Director |
Chang Jincheng |
5 | 0 | 100% | |||||||||
| Independet Director |
Hong Peipei | 5 | 0 | 100% | |||||||||
| Independet Director |
Li Bishu | 5 | 0 | 100% | |||||||||
| t | her matters to be recorded: | ||||||||||||
| . | If the operation of the board of directors is in any of the following circumstances, the date, period, | ||||||||||||
| proposal content, | all independent directors' | opinions and | the company's handling of independent | ||||||||||
| directors' opinions shall be stated: | |||||||||||||
| (1) Matters listed in | Article 14-3 | of the Securities Exchange Act: | |||||||||||
| Please refer to the operation | of the audit committee | in this annual report. All independent directors of the | |||||||||||
| various proposals have no objections or reservations. | |||||||||||||
| (2) In addition to the previous matters, other board meeting decisions that have | been opposed or reserved by | ||||||||||||
| independent directors and have records or written statements: no such circumstances. | |||||||||||||
| 2020 Independent directors of the board of directors object or reserved opinions: none. | |||||||||||||
| 2020 The | company's handling of the opinions of independent | directors: No, all directors passed without | |||||||||||
| objection. | |||||||||||||
| . | The implementation of the director’s recusal of the | interested proposal | shall state the name of the | ||||||||||
| director, the content of the proposal, the reason for the avoidance of interest and the circumstances | |||||||||||||
| of participation in voting: no | such circumstances. | ||||||||||||
| . | Information about the evaluation cycle and period, evaluation scope, method and evaluation | ||||||||||||
| content of the self-evaluation of the board of directors: | |||||||||||||
| Evaluation | Evaluation period | Evaluation scope | Evaluation method | Evaluation content | |||||||||
| cycle | |||||||||||||
| Execute once a | 20201/1 | Board performance evaluation | Internal | self-evaluation of | 1. The degree | of participation in the company's | |||||||
| year | to 202012/31 |
the board | operations. 2. Improve the quality of board decisions. 3. The composition and structure of the board of |
||||||||||
| directors. | |||||||||||||
| 4. The selection and continuing education of | |||||||||||||
| directors. | |||||||||||||
| 5. Internal control. | |||||||||||||
| Self-performance evaluation | Board member | 1. Master the | company's goals and tasks. | ||||||||||
| of directors | self-evaluation | 2. Awareness | of directors' responsibilities. | ||||||||||
| 3. The degree | of participation in the company's | ||||||||||||
| operations. | |||||||||||||
| 4. Internal relationship management and | |||||||||||||
| communication. | |||||||||||||
| 5. Professional and continuous education of | |||||||||||||
| directors. | |||||||||||||
| 6. Internal control. | |||||||||||||
| Committee functional | Committee functional | 1. The degree | of participation in the company's | ||||||||||
| performance evaluation | self-evaluation | operations. 2. Recognition of the responsibilities of functional |
|||||||||||
| committees. | |||||||||||||
| 3. Improve the decision-making quality of | |||||||||||||
| functional committees. | |||||||||||||
| 4. Functional | committee composition and member | ||||||||||||
| selection. | |||||||||||||
| 5.Internalcontrol. |
Other matters to be recorded:
-
If the operation of the board of directors is in any of the following circumstances, the date, period, proposal content, all independent directors' opinions and the company's handling of independent directors' opinions shall be stated:
-
The implementation of the director’s recusal of the interested proposal shall state the name of the director, the content of the proposal, the reason for the avoidance of interest and the circumstances of participation in voting: no such circumstances.
-
Information about the evaluation cycle and period, evaluation scope, method and evaluation
The directors of the company and relevant members of the functional committees of the board of directors self-evaluate, and the 2020 performance evaluation results are as follows:
95 points for board performance evaluation, 97.4 points for performance evaluation of directors, 98 points for audit committee performance evaluation, and 100 points for remuneration committee have been sent to the board of directors for the first quarter of 2021 (3/24) to report the evaluation results.
19
-
The objectives of strengthening the functions of the board of directors in the current year and the most recent year (such as setting up an audit committee, enhancing information transparency, etc.) and evaluation of implementation:
-
(1) The current board of directors is composed of 7 directors (including 3 independent directors), all of whom have the financial, business and legal background and experience required by the company's operations. The operation of the board of directors follows the rules of procedure set by the company's board of directors. Independent directors can assist all shareholders in external supervision of the company, and can also provide professional advice to the company's management.
-
(2) Each board meeting reports to the directors on the execution of the previous meeting and important financial and business reports, so that the board of directors can fully grasp the progress of the company's plan implementation and implement business decisions.
-
(3) In order to strengthen corporate governance, the company has set up a salary and compensation committee and an audit committee, and the operation follows its organizational rules. In the future, other types of functional committees will also be set up depending on operational needs.
(2) Information on the operation of the audit committee:
- Operation of the Audit Committee
There are 3 members of the audit committee of the company, and independent director Li Bishu serves as the convener and chairman of the meeting.
The current (first) term of office of members: June 20, 2019 to June 19, 2022
The number of meetings of the Audit Committee in 2020 (A), the attendance of independent directors is as follows:
| Title | Nmae | Actual number of attendance B |
Number of delegates attended |
Actual attendance rate (%)【B/A】 |
Remark |
|---|---|---|---|---|---|
| Independent Director |
Lee Bisu | 4 | 0 | 100% | |
| Independent Director |
Hong payshan |
4 | 0 | 100% | |
| Independent Director |
Chang Jinchen |
4 | 0 | 100% |
The working powers of the audit committee are as follows:
-
Establish or amend the internal control system in accordance with Article 14-1 of the Securities and Exchange Law.
-
Evaluation of the effectiveness of the internal control system.
-
In accordance with the provisions of Article 36 of the Securities and Exchange Act, stipulate or amend the processing procedures for the acquisition or disposal of assets, derivative commodity transactions, capital loans to others, endorsements or guarantees for others.
-
Matters involving the interests of the directors themselves.
-
Major asset or derivative commodity transactions.
-
Significant capital loans, endorsements or guarantees.
-
Raising, issuing or private placement of equity securities.
-
Appointment, dismissal or remuneration of certified public accountants.
-
Appointment and removal of financial, accounting or internal audit supervisors.
-
Annual financial report signed or stamped by the chairman, manager and accounting supervisor, and the second quarter financial report subject to verification by accountants.
-
Other important matters specified by the company or the competent authority.
The main work priorities of the Audit Committee in 2020 are as follows:
-
Change of certified accountant for financial statements.
-
Financial statements for 2019 and the first quarter to the third quarter of 2020.
-
Assess the remuneration of visa accountants, assess independence and competence.
-
Revise "Operating Procedures and Check Points of Internal Control Cycle Operation" and "Organizational Rules of Audit Committee"
-
Fund loans, liquidation and simple mergers to subsidiaries.
-
Evaluate the effectiveness of the design and implementation of the internal control system.
-
2021 audit plan.
20
Other matters to be recorded:
- If the operation of the audit committee is in one of the following circumstances, the date, period, proposal content, resolution of the audit committee, and the company's handling of the audit committee’s opinions should be stated:
| (1) Matters listed in Article 14-5 of the Securities Exchange Act | (1) Matters listed in Article 14-5 of the Securities Exchange Act | ||
|---|---|---|---|
| Date | Proposal content | Audit Committee Resolution Results |
The company's handling of the audit committee's opinions |
| 3rdmeeting of the 1stsession 2020.3.25 |
1. Discuss the change of the company's financial statement accountant. 2. Discuss the company's 2019 business report, individual financial statements and consolidated financial statements. 3. Discuss the company's 2019 loss allocation plan. 4. Discuss the revision of the company's "Operating Procedures and Check Points for Internal Control Cycle Operations". 5. Discuss the effectiveness of the company's 2019 internal control self-assessment. |
No Objection Pass according to the case |
None, submitted to the company’s board of directors for resolution |
| 4thmeeting of the 1stsession 2020.5.13 |
1. Discuss the consolidated financial report of the company and its subsidiaries for the first quarter of 2020 2. Discuss the liquidation of PHASE ELECTRONICS (UK) LIMITED, a subsidiary of the company |
No Objection Pass according to the case |
None, submitted to the company’s board of directors for resolution |
| 5thmeeting of the 1stsession 2020.8.12 |
1. Discuss the consolidated financial report of the company and its subsidiaries for the second quarter of 2020 2. Discuss the company's visa accountant and its remuneration case. 3. Discuss the independence assessment of the company's certified accountants. |
No Objection Pass according to the case |
None, submitted to the company’s board of directors for resolution |
| 6thmeeting of the 1stsession 2020.11.11 |
1. Discuss the consolidated financial report of the company and its subsidiaries for the third quarter of 2020. 2. Discuss the revision of the company’s “Organizational Rules of Audit Committee”. 3. Discuss the company's 2021 internal audit plan. 4. Discuss the company's proposed capital loan and its subsidiary Tongsheng Development and Construction Co., Ltd. 5. Discuss the simple merger of the company and its subsidiary Zixiang Technology Development Co., Ltd. |
No Objection Pass according to the case |
None, submitted to the company’s board of directors for resolution |
(2) Except for the previous matters, other matters that have not been approved by the audit committee but have been agreed by more than two-thirds of all directors: no such circumstances.
-
The implementation of the independent director's avoidance of the proposal of interest shall state the name of the independent director, the content of the proposal, the reason for the avoidance of interest and the circumstances of participation in voting: no such situation.
-
Principles of communication between independent directors, internal audit supervisors and accountants:
(1) The head of internal audit submits a written report to independent directors on the implementation of internal audits, and submits a report on the implementation of the annual audit plan and internal control operations.
(2) The accountant meets with the independent board of directors from time to time to discuss the major findings and results of the current financial report, as well as other communication matters required by relevant laws and regulations.
and regulations. |
and regulations. |
and regulations. |
|
|---|---|---|---|
| Communication between independent directors, accountants and audit supervisors in 2020: | |||
| Date | Communicator | Communication focus | Result |
| 2020.12.16 | Independent directors and accountants |
1. Check items in 2020 2. Key check items 3. Remote Work, Corporate Governance 3.0 and other regulations related information |
No objection |
| ) The head of internal audit submits a written report to independent directors on the implementation of internal audits, and submits a report on the implementation of the annual audit plan and internal control operations. ) The accountant meets with the independent board of directors from time to time to discuss the major findings and results of the current financial report, as well as other communication matters required by relevant laws and regulations. |
) The head of internal audit submits a written report to independent directors on the implementation of internal audits, and submits a report on the implementation of the annual audit plan and internal control operations. ) The accountant meets with the independent board of directors from time to time to discuss the major findings and results of the current financial report, as well as other communication matters required by relevant laws and regulations. |
) The head of internal audit submits a written report to independent directors on the implementation of internal audits, and submits a report on the implementation of the annual audit plan and internal control operations. ) The accountant meets with the independent board of directors from time to time to discuss the major findings and results of the current financial report, as well as other communication matters required by relevant laws and regulations. |
) The head of internal audit submits a written report to independent directors on the implementation of internal audits, and submits a report on the implementation of the annual audit plan and internal control operations. ) The accountant meets with the independent board of directors from time to time to discuss the major findings and results of the current financial report, as well as other communication matters required by relevant laws and regulations. |
|---|---|---|---|
| Communication between independent directors, accountants and audit supervisors in 2020: | |||
Date |
Communicator |
Communication focus |
Result |
| 2020.12.16 | Independent directors and accountants |
1. Check items in 2020 2. Key check items 3. Remote Work, Corporate Governance 3.0 and other regulations related information |
No objection |
| 2020.12.16 | Independent Director and Head of Internal Audit |
1. 2020 Q3 internal audit business execution status 2. The latest publicity content and current affairs information sharingbythe competent authority |
No objection |
21
(3) Implementation of Corporate Governance and its Differences from Corporate
Governance Best Practice Principles for TWSE/GTSM Listed Companies and the Causes:
| Evaluation Items | Implementation | Implementation | Implementation | Differences from Corporate Governance Best Practice Principles for TWSE/GTS M Listed Companies and the Causes |
|---|---|---|---|---|
| Yes | No | Summary | ||
| 1. Does the company set and disclose corporate governance best practice principles according to “Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies”? |
| This company sets its own “Corporate Governance Best Practice Principles” according to “Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies”; there are no major differences between its implementation and the principles it has set; it’ll continue to promote the implementation of corporate governance according to relevant provisions. |
No major difference |
|
| 2. The Company’s shareholding structure and stockholders’ equity (1) Does the company establish an internal operating procedure to deal with shareholders’ suggestions, doubts, disputes and litigations, and treat them based on the procedure? (2) Does the company possess the list of its major shareholders as well as the ultimate owners of those shareholders? (3) Does the company establish and execute the risk management and firewall mechanisms between it and affiliated companies? (4) Does the company formulate internal regulations to prohibit insider trading? |
|
1. The company has formulated the "Procedures for Handling Internal Major Information", and has spokespersons and stock staff as service windows for handling shareholder suggestions or disputes. 2. The company reports monthly changes in equity held by insiders (directors, supervisors, managers, and shareholders holding more than 10% of the total shares), and announces them on the public information observatory on the designated website of the Securities and Futures Bureau. 3. The company’s internal control system has "Group Subsidiary Transaction Regulations" and "Related Regulations on Financial Business Between Related Companies", which are used as operating standards for financial and business transactions with related parties, and "Subsidiary Supervision Operations" , Establish a complete risk control and firewall between the affiliated companies. 4. In order to prevent the company's insiders from accidentally touching or intentionally breaking the relevant regulations of insider trading because they are not familiar with laws and regulations, the company has specially formulated the "Prevention of Insider Transaction Management Procedures" to prevent insider transactions, protect investors and safeguard the rights and interests of the company. |
No major difference |
|
| 3. Composition and Responsibilities of the Board of Directors (1) Does the Board develop and implement a diversified policy for its members? (2) Does the company voluntarily establish other functional committees in addition to the Remuneration Committee and the Audit Committee? (3) Does the company establish a standard to measure the performance of the Board, and implement it annually? (4) Does the company regularly evaluate the independence of CPAs? |
|
| 1. The company considers the directors' professional backgrounds covering industry knowledge, academics, law, finance, accounting, management and other fields of experts and talents when setting the composition of the board of directors, and implements the diversification of the composition of the board of directors. The company also pays attention to gender equality in the composition of the board of directors. According to the current scale of operations and development needs, there are 7 directors (including 3 independent directors). At present, 1 director and 2 independent directors are women, and the proportion of female directors is 42%. . See the table below (Note 1) for the implementation of diversification by board members. 2. The company was approved by the board of directors on December 28, 2011 to establish the company’s salary and remuneration committee. On June 20, 2019, the audit committee was established in accordance with regulations; although other functional committees have not been voluntarily set up, the board of directors All major issues can be fully discussed. 3. The company has formulated the "Board of Directors and Functional Committee Performance Evaluation Measures" and implements board performance evaluation once a year. The evaluation methods include internal self-evaluation of the board of directors, self-evaluation of directors, and internal self-evaluation of functional committees. 4. The company regularly assesses the independence of the accountant in accordance with the regulations by the board of directors every year to check whether he is a director, |
No major difference |
22
| Evaluation Items | Implementation | Implementation | Implementation | Differences from Corporate Governance Best Practice Principles for TWSE/GTS M Listed Companies and the Causes |
|---|---|---|---|---|
| Yes | No | Summary | ||
| shareholder or salary of the company, and to confirm his non-interested parties. In addition, the certified public accountant shall avoid those who are directly or interested in the matters to be handled by the accountant, and the rotation of the accountant shall also be handled in accordance with relevant regulations. On August 12, 2020, the board of directors passed the company’s appointment of Qinye Zhongxin Certified Public Accountants Xie Mingzhong and Su Yuxiu, both of which meet the independence evaluation criteria and are sufficient to serve as certified accountants of the company. Please refer to the 2020 evaluation form of the Finance Department The following table (note 2). |
||||
| 4. Do TWSE/GTSM Listed Companies set a special unit or person for corporate governance to be in charge of related matters of corporate governance (including but not limited to providing data needed by directors and supervisors to perform business, handling matters related to the board meeting and shareholders’ meeting according to law, registering the company and changing the registration, and taking minutes in the board meeting and shareholders’ meeting)? |
| The company's finance department is a part-time unit of corporate governance, responsible for corporate governance-related matters. Including: handling matters related to meetings of the board of directors and shareholders meeting in accordance with the law, handling company registration and change registration, preparing minutes of the board of directors and shareholders meeting, and providing information required by directors to perform their business. According to law, it will be planned to set up corporate governance officers by the end of June 2021. |
No major difference |
|
| 5. Does the company establish a communication channel and build a designated section on its website for interested parties, and handle all the issues they care for in terms of corporate social responsibilities? |
| The company has spokespersons and stock staff to establish communication channels with stakeholders; the company website also has an investor area and contact information to establish communication channels with stakeholders. Stakeholder area: The company seeks to maintain a good cooperative relationship with the stakeholders, in order to achieve the protection of their rights through perfect communication. Stakeholders’ concerns and communication methods(note 3). |
No major difference |
|
| 6. Does the company appoint a professional shareholder service agency to deal with shareholder affairs? |
| The company has entrusted the stock affairs agency department of "Capital Securities Corporation" to handle the affairs of the shareholders' meeting. |
No major difference |
|
| 7. Information Disclosure (1)Does the company have a corporate website to disclose both financial standings and the status of corporate governance? (2)Does the company have other information disclosure channels (e.g. building an English website, appointing designated people to handle information collection and disclosure, creating a spokesman system, webcasting investor conferences)? (3)Does the Company announce and file its annual financial report within two months after the end of the fiscal year, and announce and file its financial reports for the first, second and third quarters as well as its operating status for each month before the specified deadline? |
|
| 1. The company has set up a company website (http://www.everspring.com) to introduce the company's status and related businesses; and declare various financial, business and corporate governance information at the public information observatory in accordance with the regulations of the competent authority. 2. The company has a dedicated department responsible for the collection and disclosure of various company information, and has implemented a spokesperson system to be responsible for the communication of the company's external relations. 3. The financial report declaration was handled in accordance with the Securities Exchange Law, and no early announcement was made. |
No major difference |
| 8. Does the company have any other important information that helps to understand the operation of corporate governance? (Including but not limited to employee rights, employee care,investor relations,supplier |
| 1. Employee rights and employee care: The company adheres to the business philosophy of "innovation, practicality, caring, and sustainability", is committed to sustainable operation, focuses on the strategy of sustainable long-term development andpays attention to the |
No major difference |
23
| Evaluation Items | Implementation | Implementation | Implementation | Differences from Corporate Governance Best Practice Principles for TWSE/GTS M Listed Companies and the Causes |
|---|---|---|---|---|
| Yes | No | Summary | ||
| relations, the rights of interested parties, the situation of directors and supervisors, the implementation of risk management policies and risk measurement standards, the implementation of customer policies, How does the company purchase liability insurance for directors and supervisors, etc.)? |
|
rights and interests of employees, and has related "employee work rules" to comply with laws and regulations and Business ethics; establish an employee welfare committee, implement a pension system, and provide employee group insurance, employee travel subsidies, employee dividends and year-end bonuses and other welfare measures; regularly organize employee tours and various education and training to improve employee quality and work skills; A perfect online management system, which contains various management methods, clearly stipulates the rights and obligations of employees and welfare items, and regularly discusses them to protect the rights and interests of employees. 2. Investor relations: The company requires honest disclosure of information in public information observatories according to laws and regulations to ensure the rights and interests of investors; financial information must comply with the principles of completeness, real-time, accuracy, and transparency of information disclosure, and has a spokesperson as the company and investment A communication bridge between people to maintain a healthy and harmonious relationship between the company and its shareholders. 3. Supplier relationship: The company has set up "Supplier Management Measures" to ensure that suppliers' prices, technology, quality and delivery services meet the company's needs, maintain good communication channels, and respect and maintain their legitimate rights and interests and create coordination Partnerships. 4. Rights of interested parties: The company has a spokesperson and company website to expose company-related information and link it to the "Public Information Observatory" for reference by interested parties. In addition, the company’s stock affairs agency "Qunyi Jinding Securities Co., Ltd. Stock Affairs Agency Department" also assists in handling issues and suggestions related to shareholders and stakeholders of the company. If legal issues are involved, legal personnel or commissions will be requested Professional lawyers deal with it to protect the rights and interests of interested parties. 5. The situation of directors' training: The company’s directors’ training has been announced at the Public Information Observatory. Please refer to the "Directors’ Training and Training Status" in this annual report for the status of each director’s training. 6. Implementation of risk management policies and risk measurement standards: The company has established risk control and management measures, and risk management adopts preventive measures. In addition to formulating various internal control systems in accordance with the law, internal audits regularly and irregularly check the implementation status, and also insure Related insurance such as property insurance, product liability insurance and accounts receivable credit insurance to avoid risks. 7. Implementation of customer policy: The company expands its sales/warehousing bases in the UK and the United States in line with customer needs, serves customers nearby, shortens delivery time, and increases customer quick contact channels. |
24
==> picture [503 x 387] intentionally omitted <==
----- Start of picture text -----
Implementation Differences
from
Corporate
Governance
Best Practice
Evaluation Items
Yes No Summary Principles for
TWSE/GTS M
Listed
Companies
and the Causes
8. Circumstances in which the company purchases liability
insurance for directors and supervisors:
On December 19, 2019, the board of directors resolved to
purchase liability insurance for directors and important
employees. The insured objects are all directors and
managers. Insurance company: Fubon Insurance Co., Ltd.;
Insured amount: USD 5 million; Insured period: January 3,
2020 to January 3, 2021 (expired renewal); and on December
16, 2020 The board of directors passed a resolution to renew
the insurance.
9. Independent directors In order to strengthen the company’s
operation and implementation of supervision, the company’s
board of directors in each session of the board of directors on
the company’s financial, business conditions, and the
implementation of major operating plans, independent
directors are aware of, and use their experience and
professional knowledge to review their rationality And when
necessary, make relevant suggestions to the management.
9. Please explain the improvement situation regarding the corporate governance evaluation results released by
the Corporate Governance Center of the Taiwan Stock Exchange in the most recent year, and propose priority
strengthening items and measures for those who have not yet improved: the company will conduct a review
based on the corporate governance evaluation results , Continue to research and promote in order to be more in
line with relevant regulations.
----- End of picture text -----
(Note 1)
| (Note 1) | ||||||
|---|---|---|---|---|---|---|
| Name of Directors |
Gender | Nationality | Age | Industry Experience |
Education | Areas of expertise |
| Nally Chang |
F | Taiwan | 60~70 | V | Operation management, operation judgment, leadership decision-making and industry knowledge, etc. |
|
| Huang Ziliang |
M | Taiwan | 60~70 | V | Operation management and operation judgment, etc. |
|
| KaoYonghua | M | Taiwan | 60~70 | V | Operation management, operation judgment and leadershipdecision, etc. |
|
| Chen Yifeng | M | Taiwan | 50~60 | V | V | Industrial knowledge and operational judgment, etc. |
| Chang Jincheng |
M | Taiwan | 60~70 | V | Legal profession and crisis management, etc. | |
| Hong Peipei | F | Taiwan | 50~60 | V | V | Industrial knowledge and crisis management, etc. |
| Lee Bishu | F | Taiwan | 50~60 | V | Financial accounting and corporate management, etc. |
The proportion of female directors in the company is 42%. Currently, there are four directors aged 60 to 70 years old and three directors aged 50 to 60 years old.
25
Two of the three independent directors have served for more than three terms. The board of directors assessed that they have industry and legal expertise, familiarity with relevant laws and regulations, and corporate governance expertise, which will obviously benefit the company. They can still use their expertise and the board of directors to supervise and provide opinion.
(Note 2)
The company's financial department's 2020 assessment report on the independence of the appointment of certified accountants
-
2020 Certified Accounting Firm: Deloitte & Touche
-
2020 Certified Accountants: Accountant Hsieh Mingjong, Accountant Su Yuhsiu
-
The appointed accountant has no significant financial interest in the company.
-
Appoint an accountant to avoid any inappropriate relationship with the company.
-
The appointment of accountants should ensure that their assistants observe integrity, impartiality and independence.
-
The appointed accountant currently or within the last two years has not served as a director, supervisor or manager of the company or has a significant influence on the audit case; it is also determined that he will not hold the aforementioned related positions in the future audit period.
-
During the audit period, the appointed accountant and his spouse or dependent relatives did not serve as directors, supervisors, managers, or positions that have a direct and significant influence on the audit work.
-
No gifts or gifts of great value from the company, its directors, supervisors, and managers (the value of which does not exceed the standard of general social etiquette).
-
The name of the appointed accountant shall not be used by others.
-
The appointed accountant shall not have money borrowing from the company.
-
Appointed accountants shall not concurrently operate other businesses that may lose their independence.
-
The appointed accountant shall not charge any commission related to the business.
-
The appointed accountant shall not hold any shares of the company.
-
The appointed accountant shall not concurrently serve as the company's regular work and receive a fixed salary.
-
The appointed accountant shall not have a joint investment or benefit-sharing relationship with the company.
-
The appointment of an accountant shall not involve the management function of the company in making decisions.
(Note 3) Stakeholders’ concerns and communication methods
| Stakeholder | Concerned Issues | Communication channels, response methods and communication frequency |
2020 Communication Performance |
|---|---|---|---|
| Shareholder | Operational performance, corporate governance |
According to laws and regulations, honest disclosure of information at public information observatories, financial information must comply with the principles of completeness, real-time, correctness, and transparency of information disclosure, and a spokesperson as a communication bridge between the company and investors, and annual shareholder meetings And corporate briefings. Company phone: 02-22606868 Speaker: Lu Lizhu Associate |
Disclosure of 27 major messages and announcements of the information observatory, and hold a domestic legal person briefing |
| Client | Project management and service planning, product supply and maintenance support, service-oriented product design, overseas production and service team |
Everspring tailors a set of exclusive product service processes for customers, upholding the greatest enthusiasm and years of professional experience, providing customers with the most complete services in the fields of home security control, intelligence, and energy-saving system integration. Website: http://www.everspring.com Phone: 02-22606868 email:[email protected] |
Affected by the epidemic, unable to participate in the company's related industry exhibitions, but continue to communicate closely with customers to provide customers with comprehensive services |
| Government and Authorities |
Regulatory compliance, corporate governance, major events |
Cooperate with the competent authority for supervision and inspection |
Report to the competent authority in accordance with regulations |
| Staff | Employee benefits, labor relations, workplace safety, rules and regulations |
The company adheres to the business philosophy of "innovation, practicality, care, and sustainability". It is committed to sustainable operation, focuses on the strategy of sustainable long-term development and pays attention to the rights and interests of employees. It has set relevant "employee work rules" to comply with laws and regulations and Business ethics; establishment of an employee welfare committee, implementation of a pension system, and welfare measures such as employee group insurance, employee travel subsidies, allocation of surplus employee dividends, and year-end bonuses; book reading regular purchases of various books, magazines, newspapers, VCD/DVD Multimedia is |
Aerobics, yoga and mountaineering clubs and other activities |
26
| available for colleagues to read and appreciate; the company has a leisure sports center that provides employees with legitimate leisure activities and places to relieve work pressure; regularly organizes employee tours and various education and training to improve employee quality and work skills; there is a complete line of management The system specifies various management methods, clearly stipulates the rights and obligations of employees and welfare items, and discusses regularly to protect the rights andinterests ofemployees. |
|||
|---|---|---|---|
| Supplier | Supplier Management |
The company has established "Supplier Management Measures" and established a supplier management system. Before purchasing raw materials, semi-finished products and finished products for production, we conduct investigations and assessments of suppliers in advance to understand their suppliers' operating conditions, quality control, and environment. Management, production capacity and delivery deadlines, in order to select suppliers to ensure and control good product quality, delivery time, quantity, coordination and reasonable trading conditions; maintain good communication channels, and respect and maintain their due Legitimate rights and create coordinated partnerships. Company Address: 3rd Floor, No. 50, Section 1, Zhonghua Road, Tucheng District, New Taipei City Company Tel: (02) 2260-6868 CompanyFax: (02)2260-1313 |
Procurement contract, business communication |
| Social groups and community residents |
Corporate image, environmental issues |
Everspring was established in 1980, providing anti-theft alarms, surveillance equipment, home automation and LED lighting and other products, and is one of the major manufacturers in the security control industry. Yunchen promises and fulfills its corporate social responsibility. In addition to requiring the manufacturing plant in Dongguan to meet the highest standards of environmental protection, safety and health in all aspects, Yunchen also actively contributes to promoting social care in Taiwan. Yunchen adheres to the values of green and environmental protection, and strives to achieve a green vision of the future. We will continue to strive to comply with all pollution prevention laws and regulations, and continue to improve the safety control and quality of our products. We pursue green environmental protection management and fully assume social ethical responsibilities. |
Everspring Cultural Foundation to help disadvantaged groups in society. Over the years, he has provided scholarships and stationery to students in Hualien and Taitung counties for many times, and provided help and encouragement for local children's education. Yunchen Cultural Foundation also actively provided support and participation in the fields of humanistic care and cultural activities. |
27
(4) The composition, responsibilities and operation of the remuneration committee:
- The company's remuneration committee was approved by the board of directors on December 28, 2011, to be responsible for the evaluation of the remuneration of the company's directors and managers, and to provide the board of directors and managers as a reference for performance evaluation and salary decision-making.
The company’s Compensation Committee has 3 members, all of whom meet the professional and independent qualifications required by the law, and re-appointed on June 20, 2019 in conjunction with the expiration of the board of directors. Ms. Hong Peipei, Mr. Chang Jincheng and Mr. Zhang Ruiming were re-appointed as the No. Member of the 4th Salary and Compensation Committee, and Ms. Hong Peipei served as the convener and chairman of the meeting.
1. Information about the members of the Compensation Committee
| Identity | Condition Name |
Have more than five years of work experience and the following professional qualifications |
Have more than five years of work experience and the following professional qualifications |
Have more than five years of work experience and the following professional qualifications |
Meet the independence situation (Note 2) | Meet the independence situation (Note 2) | Meet the independence situation (Note 2) | Meet the independence situation (Note 2) | Meet the independence situation (Note 2) | Meet the independence situation (Note 2) | Meet the independence situation (Note 2) | Meet the independence situation (Note 2) | Number of concurrently serving as members of the salary and remuneration committees of other publicly issued companies |
Remark | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Lecturers or above in public and private colleges and universities n relevant disciplines required for business, legal affairs, finance, accounting or corporate business |
udges, prosecutors, lawyers, accountants or other professional and technical personnel who have passed the national examination required for business with the company and have certificates |
Have work experience necessary for business, legal affairs, finance, accounting or corporate business |
1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | ||||
| Independent Director |
Hong Peipei | ˇ |
ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | 0 | ||
| Independent Director |
Chang Jincheng |
ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | 0 | |||
| Others | Chang Ruiming |
ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | ˇ | 2 |
Note: If each member meets the following conditions two years before the election and during the tenure, please type “v” in the space below each condition code.
(1) Those who are not employees of the company or its affiliates.
(2) Directors and supervisors of companies other than the company or its affiliates (except if the company and its parent company, subsidiary, or subsidiary of the same parent company are independent directors set up in accordance with this law or local laws and regulations to concurrently serve each other, this is not the case ).
(3) Non-self, their spouse, minor children, or other natural person shareholders who hold more than 1% of the total issued shares of the company or hold the top ten shares in the name of others.
(4) The spouse, relatives within the second class or the direct blood relatives within the third class of the managers listed in (1) or the personnel listed in (2) and (3).
(5) Directors, supervisors or legal shareholders who do not directly hold more than 5% of the total issued shares of the company, hold the top five shares, or designate a representative as a director or supervisor of the company in accordance with Article 27, Item 1 or Item 2 of the Company Law Employed persons (except for independent directors established by the company and its parent company, subsidiary, or subsidiary of the same parent company in accordance with this law or local laws and regulations).
(6) More than half of the non-company directors or voting shares are directors, supervisors or employees of other companies controlled by the same person (but if the company or its parent company, subsidiary or subsidiary of the same parent company is based on this Independent directors established by law or local laws and regulations concurrently serve each other, not limited to this).
(7) Directors (directors), supervisors (supervisors) or employees of other companies or institutions that are not the same person or spouse as the chairman, general manager or equivalent positions of the company (but if the company and its parent company, subsidiary Or the independent directors established by subsidiaries of the same parent company in accordance with this law or local laws and regulations concurrently serve each other, not limited to this).
(8) Directors, supervisors, managers, or shareholders holding more than 5% of shares of a specific company or organization that is not in financial or business dealings with the company (but if a specific company or organization holds 20% of the company’s total issued shares) The above, not more than 50%, and independent directors established by the company and its parent company, subsidiary or subsidiary of the same parent company in accordance with this law or local laws and regulations, are not limited to this).
(9) Non-professionals, sole proprietors, partnerships, business owners of companies or institutions who provide audits for companies or affiliated companies or who have received a cumulative amount of remuneration in the past two years not exceeding NT$500,000 in business, legal, financial, accounting and other related services, Partners, directors (directors), supervisors (supervisors), managers and their spouses. However, this does not apply to members of the Salary and Compensation Committee, Public Acquisition Review Committee, or M&A Special Committee who perform their duties in accordance with the Securities Exchange Act or the relevant laws and regulations of the Corporate Mergers and Acquisitions Act.
(10) None of the conditions specified in any subparagraph of Article 30 of the Company Act.
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2. Information on the operation of the Salary and Compensation Committee
-
(1) There are 3 members of the Compensation Committee of the company.
-
(2) The term of office of the current (fourth) members: June 20, 2008 to June 19, 111, the 109 Annual Salary and Compensation Committee met twice (A). The qualifications and attendance of the members are as follows:
| Title | Name | Actual number of attendance (B) |
Number of delegates attended |
Actual attendance rate (%)【B/A】 |
Remark |
|---|---|---|---|---|---|
| convener | Hong Peipei | 2 | 0 | 100% | Independent Director |
| Committee member |
Chang Jincheng |
2 | 0 | 100% | Independent Director |
| Committee member |
Chang Ruiming |
2 | 0 | 100% | Expert not in Everspring |
| Other matters to be recorded: 1. If the board of directors does not adopt or revise the recommendations of the Salary and Compensation Committee, it shall state the date of the board of directors, the date, the content of the proposal, the results of the resolutions of the board of directors, and the company's handling of the opinions of the Salary and Compensation Committee (if the compensation approved by the board of directors is better than the The difference and reasons should be stated): None. 2. The resolutions of the Salary and Compensation Committee. If members have objections or reservations and have records or written statements, the Salary and Compensation Committee's date, period, proposal content, all members' opinions and the handling of members' opinions should be stated: none. |
-
Note: If a member of the Compensation and Compensation Committee resigns before the end of the year, the date of resignation should be indicated in the remarks column. The actual attendance rate (%) is calculated based on the number of meetings of the Compensation and Compensation Committee and the actual number of attendances during the period of employment.
-
Before the end of the year, if the salary committee is re-elected, the new and old salary committee members should be listed, and the remarks column should indicate whether the member is old, new or re-elected and the date of reelection. The actual attendance rate (%) is calculated based on the number of meetings of the Salary and Compensation Committee during their employment and their actual attendance.
The remuneration committee of the company meets at least twice a year, and the scope of responsibility shall be based on the attention of good managers, faithfully perform the following functions and powers, and submit the recommendations to the board of directors for discussion.
-
Review this regulation regularly and propose amendments.
-
Formulate and regularly review the company's directors and managers' annual and long-term performance targets and remuneration policies, systems, standards and structures.
-
Regularly evaluate the achievement of the performance goals of the directors and managers of the company, and determine the content and amount of their individual remuneration.
Operation of the 2020 Salary and Compensation Committee:
| Date | Proposal content | Resolution result |
|---|---|---|
| 2ndTime, 4thSession 2020.03.25 |
Convene to track managers' year-end performance appraisal and year-end distribution principles. |
All the proposals were passed without objection by all the members and sent to the board of directors for resolution. |
| 3rdTime, 4thSession 2020.12.16 |
Convened to review the achievement and performance of the company’s managers’ annual goals in 2020; the company’s strategic map and first-level strategic goals in 2021; and the annual calendar meeting schedule of the Salary and Compensation Committee in 2021. |
All the proposals were passed without objection by all the members and sent to the board of directors for resolution. |
29
(5) Fulfillment of Social Responsibility:
| Evaluation | Operation Status | Operation Status | Operation Status | Differences from Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and the Causes |
|---|---|---|---|---|
| Yes | No | Summary | ||
| 1.Has the Company conducted risk assessment on environmental social and coporate governance issues related to coporate operations and formulated relevant risk management policies or strategies based on materiality principle? |
| Although the company has not formulated relevant risk management policies or strategies at present, the management level has been assessing external factors from time to time according to the principle of materiality and whether the company's internal management conducts risk assessments on issues such as external environment, society, and internal corporate governance. Formulate relevant measures such as the "Code of Practice for Corporate Social Responsibility". |
No major difference |
|
| 2.Has the Company established an exclusively(or concurrently) dedicated unit under supervision of senior management authorized by the Board of Directors to promote CSR and report its implementation to the Board of Directors. |
| The company has not yet set up a full-time full-time unit to promote corporate society, but the company has worked hard to promote corporate governance, environmental protection and social welfare, etc. |
No major difference |
|
| 3. Environment Issues (1) Does the company establish an appropriate environmental management system based on the characteristics of its industry? (2) Has the company committed to improving resource utilization efficiency and to the use of renewable materials with low environmental impact? (3) Does the company evalulated the current and future potential risks and opportunities of climate change, and aqdopted countermeasures related to climate issues? (4)Does the Company collected statistics of emissions of greenhouse gas(GHG), the uaage of water, and the total weight of waste in the past two years, and formulated energy saving and carbon reduction, GHG reduction, water saving, and other waste management policies? |
|
1. The company cooperates with the government to continuously carry out domestic waste classification, recycling and reduction activities, and there is no violation of environmental protection laws and regulations or major leakage. 2. The company is committed to improving the source and improving the utilization efficiency of various resources to achieve the reduction of raw materials and waste, so as to reduce the impact on the environment. 3. The company is committed to implementing energy-saving and carbon-reducing measures, such as lighting equipment improvement, electronic forms and documents, energy conservation, resource recycling, etc., and continues to strengthen the promotion of energy-saving and carbon-reducing measures. 4. Document control electronic e-operations, standardized document paper consumption and paper recycling continue to be carried out; indoor temperature 26℃(inclusive) start air-conditioning equipment, use environmentally friendly chopsticks and other measures. |
No major difference |
|
| 4. Social Issues (1) Has the Company established its management policies and procedures in accordance with relevant laws, regulations, as well as International Covenants on Human Rights? (2) Has the Company formulated and implemented reasonable employee welfare |
|
1. The company complies with relevant labor laws and international human rights conventions, formulates relevant management policies and procedures, handles labor, health insurance, and allocation of labor pensions to ensure labor rights. And for all employees to insure group accidents and other insurance. The appointment and dismissal and remuneration of relevant personnel are in accordance with the company's internal control system management methods to protect the basic rights and interests of employees. 2. The company has formulated a reasonable salary and remuneration policy, and has set up a remuneration |
No major difference |
30
| Evaluation | Operation Status | Operation Status | Operation Status | Differences from Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and the Causes |
|---|---|---|---|---|
| Yes | No | Summary | ||
| measures (including remuneration, rest and annual leave, and other benefits), and appropriately reflected the operating performance or achievements in the employee remuneration? (3) Does the company provide a healthy and safe work environment and organize training on health and safety for its employees on a regular basis? (4) Has the Company established mechanisms for regular communications with employees and keeping employees informed in a reasonable manner changes in Company operations that might have significant impacts on employees? (5) Does the Company comply with relevant laws and international standards in health, safety, and privacy of consumers as well as marketing and labeling of its products and services, and establish consumer protection policies and appeals procedures? (6) Before doing business with suppliers, does the Company assess whether or not the suppliers have had previous records of negatively affecting the environment or society? |
|
committee to review the performance evaluation and remuneration policies of directors and managers. The company has established "employee work rules" to establish a clear and effective reward and punishment system. 3. The company is committed to providing a safe and healthy working environment, regularly arranging employee health checks, setting up employee welfare committees, and organizing employee travel, clubs and other activities that help employees’ physical and mental development. 4. Combining the strategic map, the company sets the learning and growth dimensions as an important goal of the company, and establishes a professional training and certification system. 5. The company attaches great importance to customer after-sales service, and has a number of customer complaint channels and standard operating procedures for customer complaint handling. The company has a quality inspection department dedicated to complying with relevant safety regulations and international standards. 6. Maintain a smooth communication channel between the company and its suppliers, and maintain the reasonable rights and interests of both parties on the basis of mutual trust and mutual benefit, and maintain the stability of costs and supply. The company has formulated the "Code of Practice for Corporate Social Responsibility". It is advisable to assess the environmental and social impact of procurement activities on the supply source community, and cooperate with its suppliers to jointly promote corporate social responsibility. In addition, it attaches great importance to social care, and timely helps and supports socially disadvantaged groups. |
||
| 5. Has the Company adopted internationally recognized standards or guidelines to prepare non-financial reports such as corporate social responsibility reports?Has the Company obtained a third-party assurance or verification for such reports? |
| The company has not prepared a corporate social responsibility report. Annual reports, public information observatories, and company websites disclose the company’s system and implementation of social responsibility. In the future, according to practical needs and laws and regulations, we will strengthen the disclosure of the situation that promotes corporate social responsibility. |
No major difference |
|
| 6. If the company has its own corporate social responsibility code in accordance with the "Code of Practice for Corporate Social Responsibility of Listed Companies", please state the difference between its operation and the code: The company has formulated a code of practice for corporate social responsibility. And in accordance with the provisions of the corporate social responsibility code of practice to perform related business, there is no major difference. |
||||
| 7. Other important information that helps to understand the operation of corporate social responsibility: Founded in 1980, the company provides anti-theft alarms, monitoring equipment, home automation and LED lighting and other products, and is one of the major manufacturers in the security control industry. Everspring is committed to and fulfilling its corporate social responsibility. In addition to requiring the manufacturing plant in Dongguan to meet the highest standards of environmental protection, safety and health in all aspects, Everspring also actively contributes to the promotion of social care in Taiwan. Everspring adheres to the values of green and environmental protection and strives to achieve a green vision of the future. We will continue to strive to comply with all pollution prevention laws and regulations, and continue to improve the safety control and quality of our products. We pursue green environmental protection management and fully assume social ethical responsibilities. ● We respect environmental policy ● We protect the green earth ● We comply with environmental protection laws ● We eliminate any form of pollution ~Everspring Cultural Foundation~ Caring for the society is the responsibility of a booming enterprise. Knowing this fully, Chairman Zhang established the Everspring Cultural Foundation to help disadvantaged groups in society. Over the years, Everspring Cultural Foundation has repeatedly provided scholarships and stationery to students in Hualien and Taitung counties to provide help and encouragement for local children’s education. In addition, Everspring Cultural Foundation also actively provides support and participation in the fields of humanistic care and cultural activities. Related corporate social responsibilities are regularly disclosed on the company's website. Everspring Cultural Foundation participates in social welfare activities in 2020 2020/06 Donate 1 million to assist Chongshan Elementary School in Banciao District, New Taipei City to build a ceramic art classroom and a multifunctional art classroom 2020/09 Sponsored the reconstruction of the community building on the north side of the National Taiwan University of Arts into the entrance of the art community. With the original and stylish design, the new entrance building will become a new cultural landscape in the Banqiao Fuzhou area after more than a year. , Contribute to the beautification and promotion of local city appearance. 2020/11 Sponsored the Children's Charity Association of the Republic of China to hold the "Hear Beethoven-Hearing Damaged Children Concert" at the Kaohsiung Science and Technology Museum on 109.11.28, with full blessings to encourage hearing-damaged children to overcome obstacles and walk into the future. 2020/12 In cooperation with Chaohe Palace Temple, Banciao District, New Taipei City, donated two rehabilitation buses to New Taipei City. |
31
(6) The implementation of ethical management and the differences and reasons for the integrity management code of listed companies
| Evaluation Items | Operation Status | Operation Status | Operation Status | ~~Differences from~~ Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and the Causes |
|---|---|---|---|---|
| Yes | No | Summary | ||
| 1. Formulate policy and program for ethical corporate management (1) Whether the company has explicitly expressed the policy and methods of ethical corporate management in its charter and outbound documents and whether the board of directors and management has fulfilled the commitment to the policy of ethical corporate management? (2) Whether the company has established an assessment mechanism for the risk of dishonesty, regularly analyaes and evaluates business activities with a high risk of dishonesty in the business scope, and accordingly formulates a plan to prevent dishonesty, and at least cover the preventive measures for the conduct of the second paragraph of Article 7 of the “Code of Integrity Management of Listed OTC Companies? (3) Does the company specify the operating procedures, behavior guidelines, disciplinary penalties and grievance system in the plan to prevent dishonesty, and implement it, and regularly review and revise the pre-disclosure plan? |
|
1. The company has established operating procedures and behavior guidelines for integrity management for board members, management and all colleagues to follow, and perform related businesses in accordance with integrity management procedures and behavior guidelines. 2. The company has established a code of conduct for employees, stipulating that all employees must comply with government laws and ethical codes of conduct in an honest and fair manner when performing company business, internal auditing and company complaint mechanisms to prevent dishonest business activities. 3. The company has formulated preventive measures in the integrity management operating procedures and behavior guidelines, and has established a clear and effective reward, punishment and appeal system. For personnel violations of integrity, depending on the severity of the circumstances, punishments will be imposed in accordance with relevant laws and regulations or the company’s relevant regulations. Dismissal or dismissal, or deal withjudicially. |
No major difference |
|
| 2. Implementation of ethical corporate management (1)Does the company evaluate business partners’ ethical records and include ethics-related clauses in business contracts? (2)Does the company establish a dedicated (or non- dedicated) unit under the Board to promote ethical corporate management and report to the Board regularly? (3)Has the company established policies to prevent conflicts of interest and provided appropriate communication channels, and implemented them? (4)Has the company established an effective accounting system and internal control system to implement ethical corporate management? Does the internal control unit audit on a regular basis or authorize the accountant to audit? (5)Does the company regularly hold internal and external educational trainings on ethical corporate management? |
|
1. When the company signs a contract with others, it should fully understand the other party's integrity management status, and incorporate compliance with integrity management into the contract terms. 2. The financial department of the company handles the revision, implementation, interpretation, consulting services and notification content registration and file construction of this operating procedure and behavior guide for the dedicated unit, and supervises the implementation, and should report to the board of directors on a regular basis. 3. The company establishes a corporate culture of integrity management and a sound development, and formulates a code of conduct. 4. In order to ensure the implementation of integrity management, the company has established an effective accounting system and internal control system, and internal auditors check the compliance of the system. In addition, an accounting firm conducts periodic review of financial statements for the company. 5. The company organizes education and training to enable employees to comply with laws and regulations, be honest and honest, and perform business properly. |
No major difference |
32
| Evaluation Items | Operation Status | Operation Status | Operation Status | ~~Differences from~~ Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies and the Causes |
|---|---|---|---|---|
| Yes | No | Summary | ||
| 3. Operation of the Company’s offense reporting system (1)Has the company established a specific offense reporting and reward systems, set up convenient offense reporting channels, and appointed an appropriate person for the one who has been reported? (2)Has the company established standard operating procedures as well as a relative protection mechanism for whistleblowers? (3)Does the company take measures to protect whistleblowers from being inappropriatelytreated? |
|
1. The company has staff suggestion boxes and online feedback mailboxes. A clear and effective system of rewards and punishments and appeals has been established. For personnel violations of good faith, depending on the seriousness of the circumstances, they will be punished, fired or dismissed, or handled through judicial channels in accordance with relevant laws and regulations or relevant company regulations. 2. When the company discovers or receives an informant involved in dishonest conduct, it shall immediately ascertain the relevant facts. If it is confirmed that there is a violation of relevant laws or regulations or the company’s integrity management policies and regulations, it shall immediately request the perpetrator to stop the relevant Act, and deal with it appropriately, and if necessary, request damages through legal procedures to protect the company’s reputation and rights and interests. 3. The company has established a clear and effective appeal system to protect the informant from being improperly handled due to the report. |
No major difference |
|
| 4. Strengthening information disclosure Has the company disclosed its ethical corporate management policies and the implementation results on the company website and Market Observation Post System? |
| The company currently exposes relevant information on the company's website and public information observatory. |
No major difference |
|
| If the company has established the ethical corporate management policies based on the Ethical Corporate Management Best- Practice Principles for TWSE/TPEX Listed Companies, please describe the differences between the policies and their implementation: The company has implemented relevant business in accordance with the operating procedures and conductguidelines for honest operation,and there is no major difference. |
||||
| 6. Other important information to facilitate a better understanding of the company’s ethical corporate management: (1) The company adheres to the philosophy of focusing on the industry and a century-old sustainable operation. With the efforts of the management team and all employees, it has established long-term positive interactions with shareholders, customers and suppliers, and together created a win-win situation. (2) The company complies with the relevant laws and regulations of the competent authority as the basis for the implementationof integritymanagement. |
( 7 ) The company's corporate governance code and related regulations can be inquired in the corporate
governance section of the company's website.
-
The company has formulated the corporate governance code and related regulations as follows:
-
(1) Code of Practice for Corporate Governance.
-
(2) Code of ethical conduct.
-
(3) Procedures for acquiring or disposing of assets.
-
(4) Endorsement guarantee method.
-
(5) Engage in derivative financial product processing procedures.
-
(6) Operating procedures for loaning funds to others.
-
(7) The method of election of directors.
-
(8) Standards of Board of Directors.
-
(9) Supervision Measures for Subsidiaries.
-
(10) Risk control methods.
-
(11) The scope of duties of independent directors.
-
(12) Regulations related to mutual finance between related companies.
-
(13) Integrity management operating procedures and behavior guidelines.
-
(14) Code of Practice for Corporate Social Responsibility.
-
(15) Prevent insider trading management procedures.
-
Inquiry: in the company's website: (http://www.everspring.com ) "Corporate Governance" under the operating organization rules for inquiries or in the public information observation station (http://mops.twse.com.tw ) The "Formulation of Relevant Rules for Corporate Governance" under "Corporate Governance" is available for download.
33
- ( 8 ) Other Important information helpful for enhancing understanding of the corporate governance of the Company: None
Directors' further education and training in 2020:
| Training | ||||
|---|---|---|---|---|
| Title | Name | Organizer | Course Title | |
| Hours | ||||
| Introduction to M&A transaction conditions and | ||||
| Chairmn | Nally Chang | Taiwan Corporate Governance Association | 3 | |
| structure | ||||
| How to effectively plan and execute corporate | ||||
| Chairmn | Nally Chang | Taiwan Corporate Governance Association | 3 | |
| mergers and acquisitions | ||||
| Cororate Governance and Cororate | ||||
| Director | Kao Yonghua | Taiwan Academy of Banking and Finance | p p Sustainability Workshop |
3 |
| Director | Kao Yonghua | Taiwan Corporate Governance Association | ESG development trend and socially responsible | 3 |
| investment | ||||
| Director | Taiwan Corporate Governance Association | Introduction to M&A transaction conditions and | ||
| Huang Ziliang | 3 | |||
| structure | ||||
| Director | Huang Ziliang | Taiwan Corporate Governance Association | How to effectively plan and execute corporate | 3 |
| mergers and acquisitions | ||||
| Director | Chen Yifeng | TWSE | Corporate Governance 3.0-Blueprint for | 3 |
| SustainableDevelopment | ||||
| Independent | Practical analysis of the requirements of the | |||
| Lee Bishu | Secirities and Futures Institute | competent authority for the establishment of |
3 | |
| Director | corporate governance officers |
|||
| Independent | Accounting Research and Development | 2020 Prevention of Insider Trading and Insider | ||
| Lee Bishu | 3 | |||
| Director | Foundation | Equity Trading Promotion Seminar | ||
The refreshment and training of managers, accounting and audit supervisors in 2020:
| Title | Name | Course Title | Training hours |
|---|---|---|---|
| Senior Associate |
Ju Junhao |
Corporate governance and compliance | 2 |
| Associate | Lu Lizhu | Trademark law and practical cases | 2 |
| Associate | Lu Lizhu | Corporate governance and compliance | 2 |
| Chief of Accounting |
Fan Jiejun | Information Business Verification Practice Seminar | 6 |
| Chief of Accounting |
Fan Jiejun | Issuer's Securities Supervisor, Exchange Accounting Supervisor Beginning Training Course |
30 |
| Chief of Accounting |
Fan Jiejun | Consolidated Financial Statement Preparation Practice Seminar | 6 |
| Chief of Accounting |
Fan Jiejun | Corporate governance and compliance | 2 |
| Chief of Accounting |
Fan Jiejun | Trade secrets and non-competition recent cases and developments | 6 |
| Audit Commissioner |
Zeng Yuling | Information Security Advocacy Course | 1 |
| Audit Commissioner |
Zeng Yuling | Trademark law and practical cases | 2 |
| Audit Commissioner |
Zeng Yuling | Common deficiencies in the preparation of corporate financial reports and compliance with internal audit and internal control laws and regulations |
6 |
| Audit Commissioner |
Zeng Yuling | Assist the company to improve its ability to prepare its own financial reports, policy analysis and internal control managementpractices |
6 |
| Audit Commissioner |
Zeng Yuling | Corporate governance and compliance | 2 |
Note: Fan Jiejun, the head of accounting, resigned on February 19, 2021
34
Succession planning for board members and important management
According to the company's future development needs, the company plans and operates the board of directors and important senior management successors through the follo wing methods:
-
The current director recommends suitable candidates.
-
Director candidates recommended by shareholders.
-
Directors conduct annual performance evaluations, and high-level executives also have performance targets for evaluation, which can be used as a reference for future appointments.
-
The company currently has 7 directors (including 3 independent directors), all possessing the management expertise required for business, financial accounting or corporate business. In the future, the composition structure and member experience background of the company's board of directors will continue the current structure.
-
The company’s employees at the deputy manager level and above are important management levels. They have completed the department’s job descriptions and job descriptions, and appointed job agents to develop key talent programs based on their functions for training. By participating in the company’s various regular and Operate relevant meetings from time to time, learn from the company's various development
strategies and thinking methods outside of its professional scope, and provide opportunities for mutual learning and growth.
- In response to international concerns and trends in corporate governance and corporate social responsibility development in recent years, and to strengthen the effectiveness of directors in exercising their functions, refer to changes in the company's internal and external environmental conditions and development needs at any time, encourage directors to participate in advanced studies, and enhance directors' professionalism.
35
(9) Implementation of the internal control system:
- Statement on Internal Control Institution:
EVERSPRING INDUSTRY CO., LTD
Statement on Internal Control Institution:
Date: March 24, 2021
Based on the results of self-assessment, the company’s internal control system for the Republic of China in 2020, I would like to declare as follows:
-
The company is awarethat the establishment, implementation and maintenance of the internal control system is the responsibility of the company's board of directors and managers, and the company has established this system. Its purpose is to achieve the objectives of operation effectiveness and efficiency (including profit, performance and asset safety, etc.), reporting reliability, timeliness, transparency, compliance with relevant regulations and compliance with relevant laws and regulations, and provide reasonable To ensure.
-
The internal control system has its inherent limitations. No matter how perfect the design is, an effective internal control system can only provide a reasonable guarantee for the achievement of the above three objectives; moreover, due to changes in the environment and circumstances, the effectiveness of the internal control system May change accordingly. However, the company's internal control system has a self-monitoring mechanism. Once the defect is identified, the company will take corrective action.
-
The company judges whether the design and implementation of the internal control system are effective in accordance with the judgment items of the effectiveness of the internal control system stipulated in the "Handling Guidelines for the Establishment of Internal Control Systems by Public Offering Companies" (hereinafter referred to as the "Handling Guidelines"). The internal control system judgment items adopted by the "processing criteria" are based on the process of management control, which divides the internal control system into five components: 1. control environment, 2. risk assessment, 3. control operations, 4. Information and communication, and 5. Supervise operations. Each component includes several items. For the aforementioned items, please refer to the "Handling Guidelines".
-
The company has adopted the above-mentioned internal control system judgment items to evaluate the effectiveness of the design and implementation of the internal control system.
-
Based on the evaluation results of the preceding paragraph, the company believes that the company’s internal control system as of December 31, 2020 (including the supervision and management of subsidiaries) includes understanding the effectiveness of operations and the extent to which the efficiency targets are achieved, and the reporting system The design and implementation of the internal control system that is reliable, timely, transparent and in compliance with relevant regulations and relevant laws and regulations are effective, which can reasonably ensure the achievement of the above objectives.
-
This statement will become the main content of the company's annual report and public prospectus, and will be made public. If there are false or concealed content in the above disclosure, it will involve legal liabilities under Article 20, Article 32, Article 171, and Article 174 of the Securities and Exchange Act.
-
This statement was approved by the company's board of directors on March 24, 2021. Among the 7 directors present, 0 of them held objections, and all of them agreed with the content of this statement and made this statement.
EVERSPRING INDUSTRY CO., LTD
Chairman: Nally Chang Signature
General Manager: Nally Chang Signature
- Those who entrust an accountant to review the internal control system should disclose the accountant's review report: none.
36
-
(10) In the recent years and as of the publication date of the Annual Report, any disciplinary measures taken against the company or its internal staff according to law or taken by the company against its staff due to violations of the internal control system, the main deficiency and improvement: None
-
(11) Major resolutions of Shareholder and Board Meetings in the last year and as of the publication date of the Annual Report:
1. Resolutions from the shareholders’ meeting:
| Meeting | Date | Resolution content |
|---|---|---|
| 2020 Regular shareholders meeting |
2020.06.16 | 1. Report items: (1) The company's 2019 business report. (2). The Audit Committee reviewed the report of the company's 2019 final accounts. 2. Recognition matters: (1), the company's 2019 business report, individual financial statements and consolidated financial statements Report the case and ask for recognition. Resolution: After the chairman consulted all the shareholders present, the proposal was passed without objection. (2) The company's 2019 loss allowance compensation proposal is submitted for acknowledgment. Resolution: After the chairman consulted all the shareholders present, the proposal was passed without objection. 3. Matters for discussion: (1). Revise the company's "procedures for acquiring or disposing of assets". Resolution: After the chairman consulted all the shareholders present, the proposal was passed without objection. Implementation status: It was announced on the company's website on June 22, 2020 and processed in accordance with the revised procedures (2) Amend the company's "Operating Procedures for Loaning Funds to Others" Resolution: After the chairman consulted all the shareholders present, the proposal was passed without objection. Implementation status: It was announced on the company's website on June 22, 2020 and processed in accordance with the revised procedures (3) Proposal to amend the "Rules of Procedures for Shareholders' Meetings" of the company Resolution: After the chairman consulted all the shareholders present, the proposal was passed without objection. Implementation status: It was announced on the company's website on June 22, 2020 and processed in accordance with the revised procedures. |
2. Board Meeting
| MeetingDate | Resolution content |
|---|---|
| 2020.03.25 | 1. Resolved to pass the resolution discussed by the second session of the company's 4th Salary and Compensation Committee. 2. The resolution was passed to cooperate with the internal adjustments of Qinye Zhongxin United Certified Public Accountants. Since the fourth quarter of 2019, the company's financial report auditing accountant will be changed to accountant Xie Mingzhong and accountant Su Yuxiu. 3. The resolution recognizes the company's 2019 annual business report, individual financial statements and consolidated financial statements. 4. The resolution recognizes the company's 2019 loss allocation proposal. 5. The resolution passed the revision of the company's "Operating Procedures and Check Points for Internal Control Cycle Operations". 6. The resolution passed the company's internal control self-assessment to be effective, and it was submitted to the board of directors for approval and issued a 2019 internal control system statement. 7. The resolution was passed to amend the "Rules of Procedure for Shareholders' Meetings" of the company. 8.Resolved to pass the company's2020 shareholders' meeting. |
| 2020.05.13 | 1. Resolved to pass the consolidated financial report of the company and its subsidiaries for the first quarter of the Republic of China in 2020 2. Resolved to approve the company’s settlement of its subsidiary PHASE ELECTRONICS (UK) LIMITED 3. The resolutionpassed an application for a credit line to the HuajiangBranch of Bank of Taiwan,a financial institution. |
| 2020.08.12 | 1. Resolved to approve the consolidated financial report of the company and its subsidiaries for the second quarter of 2020 2. The resolution passed the appointment of Qinye Zhongxin United Certified Public Accountants as the company's certified accountant and its remuneration. 3. Resolved topass the independence assessmentproposal of the company's certified accountant. |
| 2020.11.11 | 1. Resolved to approve the consolidated financial report of the company and its subsidiaries for the third quarter of 2020 in the Republic of China |
37
2. Resolved to amend the company’s “Organizational Rules of Audit Committee”
3. Resolved to approve the company's 2021 internal audit plan.
4. The resolution passed the company's proposed fund loan to the subsidiary Tongsheng Development and Construction Co., Ltd., and the total amount of fund loan is limited to 90,000,000 NTD.
5. The resolution passed the simple merger of the company and its subsidiary Zixiang Technology Development Co., Ltd.
-
2020.12.16[1. Resolved to pass the resolution discussed by the third session of the company's fourth salary and compensation committee. ] 2. The resolution was passed to amend the "Scope of Duties of Independent Directors" of the company. 3. The resolution passed the revision of the "Code of Procedures of the Board of Directors" of the company. 4. The resolution passed the revision of the company's "Board Performance Evaluation Measures".
-
(12) If the directors or supervisors have different opinions on important resolutions passed by the board of directors in the most recent year and up to the date of publication of the annual report and have records or written statements, the main content: none.
-
(13) Summary of the resignation and dismissal of the company’s chairman, general manager, accounting supervisor, financial supervisor, internal audit supervisor, and R&D supervisor in the most recent year and as of the printing date of the annual report:
-
Summary Table of Resignation and Dismissal of Relevant Persons in the
Company
| Company | ||||
|---|---|---|---|---|
| Title | Name | Date of employment |
Dismissal date |
Reasons for resignation or dismissal |
| Accounting Supervisor |
Fan Jiejun | 2019.11.07 | 2021.02.19 | Resignation |
Note: The relevant persons of the company refer to the chairman, general manager, accounting supervisor, financial supervisor, internal audit supervisor, corporate governance supervisor and R&D supervisor, etc.
(5)Accountant Information:
| ervisor, etc. Accountant Information: |
||||
|---|---|---|---|---|
| AccountingFirm | AccountantName | Inspection Period | Remark | |
| Deloitte & Touche | Hsieh Mingjong, |
Su Yuhsiu |
2020.01.01~2020.12.31 |
NA |
Accountant Audit Fee Interval Chart
Unit: NTD Thousand
| Item $ Interval 1 Below NTD 2,000 thousand 2 NTD 2,000(including)~4,000 thousand 3 NTD 4,000(including)~6,000 thousand 4 NTD 6,000(including)~8,000 thousand 5 NTD 8,000(including)~10,000 thousand 6 Above NTD 10,000 thousand |
Item $ Interval 1 Below NTD 2,000 thousand 2 NTD 2,000(including)~4,000 thousand 3 NTD 4,000(including)~6,000 thousand 4 NTD 6,000(including)~8,000 thousand 5 NTD 8,000(including)~10,000 thousand 6 Above NTD 10,000 thousand |
Audit Fees | Non-Audit Fees | Total |
|---|---|---|---|---|
| Below NTD 2,000 thousand | 1,860 | 0 | 1,860 | |
| NTD 2,000(including)~4,000 thousand | 0 | 0 | 0 | |
| NTD 4,000(including)~6,000 thousand | 0 | 0 | 0 | |
| NTD 6,000(including)~8,000 thousand | 0 | 0 | 0 | |
| NTD 8,000(including)~10,000 thousand | 0 | 0 | 0 | |
| Above NTD 10,000 thousand | 0 | 0 | 0 |
- (1) Paying at least one-fourth of non-audit fees to CPAs, their accounting firm, and its affiliates: Not applicable.
Unit: NTD Thousand
| Accounting Firm |
Accountant Name |
Audit Fees |
Non-Audit Fees | Non-Audit Fees | Non-Audit Fees | Audit Period |
Remark | ||
|---|---|---|---|---|---|---|---|---|---|
| System Design |
Business Registration |
HR | Other (Note) |
Summary | |||||
| Deloitte & Touche |
Hsieh Mingjong, Su Yuhsiu |
1,860 | 0 | 0 | 0 | 0 | 0 | 2020 |
Note: In 2020, no non-audit public expenses will be paid.
38
(2) If the accounting firm is replaced and the public audit fees paid during the replacement year are less than the public audit fees of the previous year, the amount and reason for the public audit fees before and after the replacement shall be disclosed: Not applicable.
(3) If the public audit expenses are reduced by more than 15% compared with the previous year, the amount, proportion and reason for the reduction of public audit expenses shall be disclosed: Not applicable.
3.6. Information on change of accountant: None.
3.7 If the Company’s Chairman, General Manager and Managers Responsible for Financial and Accounting Affairs Have Held Office in the CPA Firm or Any of Its Affiliated Companies Within a Year, Their Names, Job Titles and the Periods During Which They Have Held Such Office Should Be Disclosed 3.8 Directors, Managers, and Shareholders whose Shareholding Ratio exceeds 10% of the Equity Transfer and Equity Pledge Changes
- (1) Changes in the equity of directors, managers and major shareholders
| Title | Name | 2020 | 2020 | Till 2021/4/30 |
Till 2021/4/30 |
|---|---|---|---|---|---|
| Increase (decrease) in the number of shares held |
Increase (decrease) in pledged shares |
Increase (decrease) in the number of shares held |
Increase (decrease) in pledged shares |
||
| Chairman and General Manager Major Shareholder |
Nally Chang | 0 | 0 | 0 | 0 |
| Director | Kao Yonghua | 0 | 0 | 0 | 0 |
| Director | HuangZiliang | 0 | 0 | 0 | 0 |
| Director | Chen Yifeng | 0 | 0 | 0 | 0 |
| Independent Director |
Chang Jincheng | 0 | 0 | 0 | 0 |
| Independent Director |
Hong Peipei | 0 | 0 | 0 | 0 |
| Independent Director |
Lee Bishu | 0 | 0 | 0 | 0 |
| Associate | WangHsinhua | 0 | 0 | 0 | 0 |
| Associate | Ju Junhao | 0 | 0 | 0 | 0 |
| Associate and Financial Supervisor |
Lu Lizhu | 0 | 0 | 0 | 0 |
| Associate Note 1 | Chiu Wenzong | 0 | 0 | 0 | 0 |
| Former Accounting Supervisor Note 2 |
Fan Jiejun | 0 | 0 | Not applicable |
Not applicable |
| Accounting Supervisor Note 3 |
Lee Hsiuting | Not applicable |
Not applicable |
0 | 0 |
Note 1: New Associate onboard on March 06, 2020
Note 2: Accounting Supervisor retired on February 19, 2021
Note 3: New Accounting Supervisor onboard on March 24, 2020
(2) Information on equity transfer: The counterparty of equity transfer is not a related party, so there is no such information.
(3) Equity pledge information: The counterparty of the equity pledge is not a related party, so this information is not available.
39
2021/04/24
3.9 Relationship among the Top Ten Shareholders
NAME(NOTE 1) |
SHARES | SHARES | SPOUSE AND MINOR CHILDREN HOLD SHARES |
SPOUSE AND MINOR CHILDREN HOLD SHARES |
TOTAL HOLDING OF SHARES IN THE NAMES OF OTHERS |
TOTAL HOLDING OF SHARES IN THE NAMES OF OTHERS |
THE NAME OR NAME AND RELATIONSHIP OF THE TOP TEN SHAREHOLDERS WHO HAVE THE RELATIONSHIP OF THE RELATED PARTY OF THE FINANCIAL ACCOUNTING STANDARDS BULLETIN NO. 6 OR THE RELATIVE RELATIONSHIP WITHIN THE SPOUSE OR SECOND-DEGREE RELATIVE |
THE NAME OR NAME AND RELATIONSHIP OF THE TOP TEN SHAREHOLDERS WHO HAVE THE RELATIONSHIP OF THE RELATED PARTY OF THE FINANCIAL ACCOUNTING STANDARDS BULLETIN NO. 6 OR THE RELATIVE RELATIONSHIP WITHIN THE SPOUSE OR SECOND-DEGREE RELATIVE |
REMARK |
|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Sharehol ding ratio % |
Number of shares |
Sharehol ding ratio % |
Numb er of shares |
Sharehol ding ratio % |
Name | Relation | ||
| Nally Chang | 32,450,492 | 15.16% | 16,464,637 | 7.69% | 0 | 0.00% | 1. Huang Ziliang and Huang Ziliang, representative of Tongchuang Investment Holding Co., Ltd. 2. Huang Ziheng, representative of Xuchai Investment Co.,Ltd. |
1. Spouse 2. In-laws within the second class |
NA |
| Huang Ziliang | 16,464,637 | 7.69% | 32,450,492 | 15.16% | 0 | 0.00% | 1. Nally Chang 2. Huang Ziheng, representative of Xuchai Investment Co., Ltd. 3. TongchuangInvestment Holdings Co.,Ltd. |
1. Spouse 2. Brothers 3. Chairman |
NA |
| Kao Yonghua | 13,442,914 | 6.28% | 2,769,506 | 1.29% | 0 | 0.00% | Lee Chiulan | Spouse | NA |
| Xu Chai Investment Co., Ltd. | 3,474,000 | 1.62% | 0 | 0.00% | 0 | 0.00% | 1. Huang Ziliang and Huang Ziliang, representative of Tongchuang Investment Holding Co., Ltd. 2. Nally Chang |
1. Being the brother of the representative 2. In-laws within the second class of the representative |
NA |
| Representative: Huang Ziheng | 280,000 | 0.13% | 80,000 | 0.04% | 0 | 0.00% | |||
| Lee Chiulan | 2,769,506 | 1.29% | 13,442,914 | 6.28% | 0 | 0.00% | Kao Yonghua | Spouse | NA |
| Lee Lichin | 2,059,000 | 0.96% | 0 | 0.00% | 0 | 0.00% | NA | NA | NA |
| Tongchuang Investment Holdings Co.,Ltd. |
715,000 | 0.33% | 0 | 0.00% | 0 | 0.00% | 1. Nally Chang 2. Huang Ziheng, representative of Xuchai Investment Co., Ltd. |
1. Be the spouse of the representative 2. Being the brother of the representative |
NA |
| Representative: Huang Ziliang | 16,464,637 | 7.69% | 32,450,492 | 15.16% | 0 | 0.00% | |||
| Huang Longbo | 700,000 | 0.33% | 0 | 0.00% | 0 | 0.00% | NA | NA | NA |
| Yang Mingde | 699,000 | 0.33% | 0 | 0.00% | 0 | 0.00% | NA | NA | NA |
| Lin Wenfeng | 580,000 | 0.27% | 0 | 0.00% | 0 | 0.00% | NA | NA | NA |
Note 1: All the top ten shareholders should be listed. If they are legal person shareholders, the names of the legal person shareholders and the names of the representatives should be listed separately.
Note 2: The calculation of the shareholding ratio refers to the calculation of the shareholding ratio in their own name, spouse, minor children, or in the name of others.
Note 3: The shareholders listed in the previous disclosure, including legal persons and natural persons, shall disclose their relationship in accordance with the issuer's financial report preparation standards.
40
3.10 The Number of Shares held by the Company, its Directors, Supervisors, Managers, and Businesses directly or indirectly controlled by the Company in the Same Reinvested Business, and combined to calculate the Overall Shareholding Ratio
| 2020/12/31 | 2020/12/31 | 2020/12/31 | 2020/12/31 | 2020/12/31 | 2020/12/31 | |
|---|---|---|---|---|---|---|
| Re-Investment business | Investment by the company |
Directors, supervisors, managers and direct or indirect control of investment in the business |
Comprehensive | investment | ||
| Number of shares |
Shareholdin gratio % |
Number of shares |
Shareholdin gratio % |
Number of shares |
Shareholdin gratio % |
|
| EVERSPRING, Singapore | 31,462,000 | 100.00 |
- |
- |
31,462,000 |
100.00 |
| Worldtrend Security Co., Ltd. | 20,275,974 | 95.36 |
987,626 |
4.64 |
21,263,600 |
100.00 |
| EVERSPRING, USA | 260,000 | 94.55 |
- |
- |
260,000 |
94.55 |
| Zisheng Wisdom Technology Co.,Ltd. |
44,846,800 | 100.00 |
- |
- |
44,846,800 |
100.00 |
| Phase Electronics (UK) Ltd. | 2,395,662 | 100.00 |
- |
- |
2,3956,62 |
100.00 |
| Tongsheng Development & Construction Co.,Ltd. |
8,800,000 | 27.88 |
22,768,600 |
72.12 |
31,568,600 |
100.00 |
| Huachen Apartment Building Management and Maintenance Co.,Ltd. |
0 | 0 |
1,000,000 |
100.00 |
1,000,000 |
100.00 |
| Dongguan Liyuan Electronics Co.,Ltd. |
0 | 0 |
- |
100.00 |
- |
100.00 |
| Ningbo Guanglian Electronics Co.,Ltd. |
0 | 0 |
- |
100.00 |
- |
100.00 |
| Suzhou Ma Liqiang Lubricant Co.,Ltd. |
0 | 0 |
- |
100.00 |
- |
100.00 |
| Dongguan Fengcheng Intelligent TechnologyCo.,Ltd. |
0 |
0 |
- |
100.00 |
- |
100.00 |
| Keya Biotechnology Co., Ltd. | 14,093,380 | 10.16 |
9,251,195 |
6.67 |
23,344,575 |
16.83 |
| Leading Ventures | 278,260 | 3.48 |
- |
- |
278,260 |
3.48 |
| Huanchen Technology | 1,652,000 | 13.77 |
- |
- |
1,652,000 |
13.77 |
| Lianying International | 700,000 | 5.44 |
- |
- |
700,000 |
5.44 |
| Fubon | 4,019 | 0 |
- |
- |
4,019 |
0 |
| High-end vaccine | 2,190,126 | 1.04 |
1,579,764 |
0.75 |
3,769,890 |
1.79 |
| ARCH VENTURE FUND | 0 | 0 |
- |
- |
- |
- |
| Green Energy | 0 | 0 |
190,000 |
- |
190,000 |
- |
| Translin Translink | 0 | 0 |
- |
0.79 |
- |
0.79 |
| Integrated Energy Development | 0 | 0 |
1,000,000 |
10.00 |
1,000,000 |
10.00 |
| Phase Elctronics (UK) Ltd | 102,468 | (Note 1) |
- |
- |
102,468 |
(Note 1) |
Note 1: The nature is a Preferred Shares.
41
4.1 Capital and Shares
IV. Capital Overview
1. Source of Capital
(1) Equity formation process
| Date | Issue Price |
Approved Capital | Approved Capital | Paid-in Capital | Paid-in Capital | Remarks | Remarks | Remarks |
|---|---|---|---|---|---|---|---|---|
| Number of Shares |
Amount | Number of Shares |
Amount | Source of Capital | Subscript ions Paid with Property other than Cash |
Other | ||
| 1996.07 | 10 | 50,000,000 | 500,000,000 |
46,123,143 |
461,231,430 |
Surplus capital increase41,930,130NTD 1996.7.2(85)TSE(一)No.41301Approved |
N/A | - |
| 1997.07 | 10 | 100,000,000 | 1,000,000,000 |
64,341,962 |
643,419,620 |
Capital increase 100,000,000NTD Surplus capital increase82,188,190NTD 1997.6.19(86)TSE(一)No.44582Approved |
N/A | - |
| 1998.04 | 10 | 100,000,000 | 1,000,000,000 |
76,341,962 |
763,419,620 |
Capital increase 120,000,000NTD 1998.2.9(87)TSE(一)No.15665Approved |
N/A | - |
| 1998.07 | 10 | 150,000,000 | 1,500,000,000 |
113,546,953 |
1,135,469,530 |
Surplus capital increase207,151,270NTD Capital reserve transferred to capital increase164,898,640NTD 1998.6.3(87)TSE(一)No.48083Approved |
N/A | - |
| 1999.06 | 10 | 153,000,000 | 1,530,000,000 |
150,783,937 |
1,507,839,370 |
Surplus capital increase179,340,020NTD Capital reserve transferred to capital increase193,029,820NTD 1999.6.29(88)TSE(一)No.59095Approved |
N/A | - |
| 2000.05 | 10 | 380,000,000 | 3,800,000,000 |
216,500,000 |
2,165,000,000 |
Surplus capital increase400,827,940NTD Capital reserve transferred to capital increase256,332,690NTD 2000.5.23(89)TSE(一)No.44767Approved |
N/A | - |
| 2001.08 | 10 | 380,000,000 | 3,800,000,000 |
263,500,000 |
2,635,000,000 |
Surplus capital increase340,100,000NTD Capital reserve transferred to capital increase129,900,000NTD 2001.8.1(90)TSE(一)No.149329Approved |
N/A | - |
| 2002.03 | 10 | 380,000,000 | 3,800,000,000 |
285,651,864 |
2,856,518,640 |
Convertible corporate bonds into ordinary shares 221,518,640NTD 2002.3.14Business WordNo.09101085030 |
N/A | - |
| 2002.05 | 10 |
380,000,000 | 3,800,000,000 |
308,148,253 |
3,081,482,530 | Surplus capital increase224,963,890NTD 2002.5.30(91)TSE(一)No.129416 |
N/A | |
| 2002.06 | 10 |
380,000,000 | 3,800,000,000 |
317,806,315 |
3,178,063,150 | Exchange of bond rights certificates for new shares 96,580,620NTD 2002.8.1Business WordNo.09101305760 |
N/A | |
| 2002.09 | 10 |
380,000,000 | 3,800,000,000 |
318,261,341 |
3,182,613,410 | Exchange of bond rights certificates for new shares 4,550,260NTD 2002.11.5Business WordNo.09101425390 |
N/A | |
| 2002.12 | 10 |
380,000,000 | 3,800,000,000 |
318,350,626 |
3,183,506,260 | Exchange of bond rights certificates for new shares 892,850NTD 2003.1.23Business WordNo.09201015200 |
N/A | |
| 2003.03 | 10 |
380,000,000 | 3,800,000,000 |
318,374,434 |
3,183,744,340 | Exchange of bond rights certificates for new shares 238,080NTD 2003.3.19Business WordNo.09201082400 |
N/A | |
| 2003.09 | 10 |
380,000,000 | 3,800,000,000 |
318,506,883 |
3,185,068,830 | Exchange of bond rights certificates for new shares 1,324,490NTD 2003.9.9Business WordNo.09201266670 |
N/A | |
| 2003.10 | 10 |
380,000,000 | 3,800,000,000 |
310,252,883 |
3,102,528,830 | Cancellation of capital stock of treasury shares82,540,000NTD 2003.10.3Business WordNo.09201284310 |
N/A | |
| 2003.10 | 10 |
380,000,000 | 3,800,000,000 |
310,978,983 |
3,109,789,830 | Surplus capital increase7,261,000NTD 2003.7.14(92)TSE(一)No.133519 |
N/A | |
| 2003.12 | 10 |
380,000,000 | 3,800,000,000 |
305,978,983 |
3,059,789,830 | Cancellation of capital stock of treasury shares50,000,000NTD 2003.12.10Business WordNo.09201330810 |
N/A | |
| 2004.06 | 10 |
380,000,000 | 3,800,000,000 |
295,978,983 |
2,959,789,830 | Cancellation of capital stock of treasury shares100,000,000NTD 2004.07.09Business WordNo.09301088140 |
N/A | |
| 2004.09 | 10 |
380,000,000 | 3,800,000,000 |
286,478,983 |
2,864,789,830 | Cancellation of capital stock of treasury shares95,000,000NTD 2004.09.17Business WordNo.09301173320 |
N/A | |
| 2005.04 | 10 |
380,000,000 | 3,800,000,000 |
277,978,983 |
2,779,789,830 | Cancellation of capital stock of treasury shares85,000,000NTD 2005.04.18Business WordNo.09401063580 |
N/A | |
42
| Date | Issue Price |
Approved Capital | Approved Capital | Paid-in Capital | Paid-in Capital | Remarks | Remarks | Remarks |
|---|---|---|---|---|---|---|---|---|
| Number of Shares |
Amount | Number of Shares |
Amount | Source of Capital | Subscript ions Paid with Property other than Cash |
Other | ||
| 2005.10 | 10 |
380,000,000 | 3,800,000,000 |
285,493,352 |
2,854,933,520 | Surplus capital increase 75,143,690NTD 2005.10.20Business Word No.09401209420 |
N/A | |
| 2005.10 | 10 |
380,000,000 | 3,800,000,000 |
273,493,352 |
2,734,933,520 | Cancellation of capital stock of treasury shares120,000,000NTD 2005.10.28Business Word No.09401217150 |
N/A | |
| 2005.11 | 10 |
380,000,000 | 3,800,000,000 |
265,993,352 |
2,659,933,520 | Cancellation of capital stock of treasury shares75,000,000NTD 2005.11.9Business Authorized Word No.09401224470 |
N/A | |
| 2006.01 | 10 |
380,000,000 | 3,800,000,000 |
255,493,352 |
2,554,933,520 | Cancellation of capital stock of treasury shares105,000,000NTD 2006.1.11Business Word No.09501005690 |
N/A | |
| 2006.05 | 10 |
380,000,000 | 3,800,000,000 |
250,493,352 |
2,504,933,520 | Cancellation of capital stock of treasury shares50,000,000NTD 2006.05.15Business Authorized Word No.09501087710 |
N/A | |
| 2006.12 | 10 |
380,000,000 | 3,800,000,000 |
235,493,352 |
2,354,933,520 | Cancellation of capital stock of treasury shares150,000,000NTD 2006.12.07Business Authorized Word No.09501273130 |
N/A | |
| 2007.03 | 10 |
380,000,000 | 3,800,000,000 |
232,993,352 |
2,329,933,520 | Cancellation of capital stock of treasury shares25,000,000NTD 2006.03.12Business Authorized Word No.09601048000 |
N/A | |
| 2007.08 | 10 |
380,000,000 | 3,800,000,000 |
228,503,352 |
2,285,033,520 | Cancellation of capital stock of treasury shares44,900,000NTD 2007.08.28Business Authorized Word No.09601209040 |
N/A | |
| 2008.04 | 10 |
380,000,000 | 3,800,000,000 |
224,503,352 |
2,245,033,520 | Cancellation of capital stock of treasury shares40,000,000NTD 2008.04.23Business Authorized Word No.09701097460 |
N/A | |
| 2009.04 | 10 |
380,000,000 | 3,800,000,000 |
218,503,352 |
2,185,033,520 | Cancellation of capital stock of treasury shares60,000,000NTD 2009.04.08Business Authorized Word No.09801067990 |
N/A | |
| 2009.07 | 10 |
380,000,000 | 3,800,000,000 |
216,723,352 |
2,167,233,520 | Cancellation of capital stock of treasury shares17,800,000NTD 2009.07.02Business Authorized Word No.09801134270 |
N/A | |
| 2010.05 | 10 |
380,000,000 | 3,800,000,000 |
215,303,352 |
2,153,033,520 | Cancellation of capital stock of treasury shares14,200,000NTD 2010.05.31Business Authorized Word No.09901111860 |
N/A | |
| 2017.09 | 10 |
380,000,000 | 3,800,000,000 |
214,021,602 |
2,140,216,020 | Cancellation of capital stock of treasury shares12,817,500NTD 2017.09.13Business Authorized Word No.10601128610 |
N/A |
| (2) Types of | Shares | 2021/4/24 |
2021/4/24 |
|
|---|---|---|---|---|
Types of Shares |
Approved share capital | Remark | ||
| Outstanding Shares (Note) |
Unissued shares | Summary | ||
| Registered common stock |
214,021,602 Shares | 165,978,398 Shares | 380,000,000 Shares | - |
Note: It is a Listed stock 。
-
(3) Information about the collective declaration system: none
-
Shareholder structure 2021/04/24
| Shareholder structure Number |
Government agency |
Financial institution |
Other Juridical Persons |
Individual | Foreign institutions and foreigners |
Total |
|---|---|---|---|---|---|---|
| People | 0 | 0 | 33 | 28,847 | 49 | 28,929 |
| Number of shares held(shares) |
0 | 0 | 4,693,725 | 206,279,715 | 3,048,162 | 214,021,602 |
| Shareholding ratio (%) |
0 |
0 | 2.19 | 96.38 | 1.43 | 100 |
43
3. The situation of equity dispersion (10 NTD per share)
2021/04/24
| 2021/04/24 | |||
|---|---|---|---|
| Shareholding Level | Number of shareholders |
Shares | Shareholding ratio % |
| 1~999 | 8,103 | 1,216,459 | 0.57 |
| 1,000~5,000 | 16,024 | 34,836,905 | 16.28 |
| 5,001~10,000 | 2,608 | 21,538,805 | 10.06 |
| 10,001~15,000 | 659 | 8,643,368 | 4.04 |
| 15,001~20,000 | 546 | 10,426,538 | 4.87 |
| 20,001~30,000 | 378 | 10,064,851 | 4.70 |
| 30,001~40,000 | 156 | 5,684,261 | 2.65 |
| 40,001~50,000 | 109 | 5,116,924 | 2.39 |
| 50,001~100,000 | 211 | 15,600,059 | 7.29 |
| 100,001~200,000 | 78 | 10,843,124 | 5.07 |
| 200,001~400,000 | 37 | 11,613,019 | 5.42 |
| 400,001~600,000 | 11 | 5,662,740 | 2.65 |
| 600,001~800,000 | 3 | 2,114,000 | 0.99 |
| 800,001~1,000,000 | 0 | 0 | 0 |
| 1,000,001以上 | 6 | 70,660,549 | 33.02 |
| Total | 28,929 | 214,021,602 | 100.00 |
Preferred Shares: None
- List of major shareholders: the names, shareholdings, and proportions of shareholders with a shareholding ratio of more than 5% or the top 10 shareholders with a shareholding ratio
ratio |
|||
|---|---|---|---|
| 2021/04/24 | |||
| Shares | |||
| Shares | Ratio | ||
| Main Shareholders | |||
| NallyChang | 32,450,492 | 15.16% |
|
| HuangZiliang | 16,464,637 | 7.69% |
|
| Kao Yonghua | 13,442,914 | 6.28% |
|
| Shu Chai Investment Co.,Ltd. | 3,474,000 | 1.62% |
|
| Li Chiulan | 2,769,506 | 1.29% |
|
| Li Liching | 2,059,000 | 0.96% |
|
| TongchuangInvestment Holdings Co.,Ltd. | 715,000 | 0.33% |
|
| HuangLongbo | 700,000 | 0.33% |
|
| YangMingde | 699,000 | 0.33% |
|
| Lin Wenfeng | 580,000 | 0.27% |
44
- Each stock market price, net value, surplus, dividend and related information in the most recent two years
| Unit: NTD/Shares | Unit: NTD/Shares | Unit: NTD/Shares | Unit: NTD/Shares | Unit: NTD/Shares | |
|---|---|---|---|---|---|
Item |
Year |
2019 | 2020 | Till 2021/03/31 (Note 8) |
|
| Market price per share (Note 1) |
Highest | 16.40 | 24.65 | 19.55 | |
| Lowest | 10.15 | 5.87 | 12.45 | ||
| Average | 11.79 | 13.56 | 17.03 | ||
| Net price per share (Note 2) |
Before distribution | 9.73 | 10.98 | Not Applicable | |
| After distribution | 9.73 | 10.98 | |||
| Earnings per share |
Weighted average number of shares |
214,021,602 | 214,021,602 | ||
| Earningsper share(Note 3) | (0.84) | 0.91 | |||
| Dividend per share |
Cash dividend | -- | -- | ||
| Free allotm ent |
Surplus allotment | -- | -- | ||
| Capital reserve allotment | -- | -- | |||
| Accumulated unpaid dividends (Note 4) |
-- | -- | |||
| Return on investment analysis |
P/E ratio(Note 5) | -- | -- | ||
| P/L ratio(Note 6) | -- | -- | |||
| Cash dividend yield (Note 7) | -- | -- |
-
Note 1: List the highest and lowest market prices of common stocks in each year, and calculate the average market prices for each year based on the transaction value and volume of each year.
-
Note 2: Please fill in the list based on the number of issued shares at the end of the year and the distribution based on the resolution of the shareholders meeting in the following year.
-
Note 3: If retrospective adjustment is required due to circumstances such as gratuitous allotment, the earnings per share before and after adjustment shall be shown.
-
Note 4: If the equity securities issuance conditions stipulate that the dividends not paid in the current year will accumulate to the year when there is a surplus, the cumulative unpaid dividends as of the current year shall be disclosed separately.
-
Note 5: P/E ratio = average closing price per share for the year/earnings per share.
-
Note 6: P/D ratio = average closing price per share for the year/cash dividend per share.
-
Note 7: Cash dividend yield = cash dividend per share/average closing price per share for the year. Note 8: The net value per share and earnings per share should be filled in with the information verified (reviewed) by an accountant as of the printing date of the annual report for the most recent quarter; the remaining fields should be filled in with the data of the current year as of the printing date of the annual report.
It has not been approved by the shareholders' meeting in 2020.
45
-
The company's dividend policy and implementation status
-
(1) Dividend policy stipulated in the company's articles of association If the company makes a profit during the year (the so-called profit refers to the pre-tax benefits deducting the distribution of employee compensation and the benefits before the compensation of directors and supervisors), 3.75% to 12% should be allocated for employee compensation and no more than 3% for directors and supervisors. However, when the company still has accumulated losses (including adjustments to the amount of undistributed surplus), it shall reserve the compensation amount in advance. The employee remuneration mentioned in the preceding paragraph may be paid in stocks or cash, and the payment objects may include employees of affiliated companies who meet the conditions set by the board of directors. The remuneration of directors and supervisors in the preceding paragraph can only be paid in cash. The first two items shall be implemented by the board of directors with more than two-thirds of the directors present and a resolution approved by more than half of the directors present, and report to the shareholders meeting.
-
If the company’s annual final accounts have net profit after tax for the current period, it should first make up for the accumulated losses (including adjustments to the amount of undistributed surplus), and allocate 10% of the legal surplus reserve according to law; but the statutory surplus reserve has reached the company’s actual This is not the case when the total capital is collected. The special surplus reserve shall be allocated or transferred in the second time according to laws or regulations or regulations of the competent authority. The subsequent surplus, together with the undistributed surplus at the beginning of the period (including adjustments to the amount of undistributed surplus), shall be drafted by the board of directors for a surplus distribution proposal, and the shareholders' meeting shall be submitted to a resolution to distribute shareholder dividends.
The company’s dividend policy is based on the current and future development plans, considering the investment environment, capital needs and domestic and foreign competition, and taking into account the interests of shareholders. Each year’s surplus plus the previous year’s undistributed surplus is the shareholder’s dividends and dividends, which are determined by the board of directors. The proposed surplus distribution proposal shall be resolved by the shareholders meeting.
-
(2) The situation of the proposed dividend distribution for the current year: After the company's 2020 net profit after tax made up for the accumulated losses at the beginning of the period, there were still accumulated losses in the accounts, so the board of directors passed a resolution on March 24, 2021 to not distribute dividends.
-
The impact of the free allotment proposed by the shareholders' meeting on the company's operating performance and earnings per share: Not applicable.
- (This 2021 shareholders meeting has not proposed a free allotment of shares)
-
Remuneration of employees, directors and supervisors
-
(1) The amount or scope of the remuneration of employees, directors and supervisors as stated in the articles of association: Allocate 3.75%~12% for employee compensation and no more than 3% for directors and supervisors
-
(2) If there is a difference between the estimated basis of the estimated amount of compensation for employees, directors and supervisors and the actual allotment amount in the current period, the accounting treatment:
-
The 2020 year is the net profit after tax. After making up for the accumulated losses at the beginning of the period, because there are still accumulated losses in the accounts, 0 yuan for employee remuneration and 0 yuan for directors are paid.
-
The remuneration for directors and supervisors paid in 2020, except for the remuneration received by the directors and employees, the rest is only paid for the horse and horse expenses of the meeting and the remuneration paid by the independent directors on a monthly basis, which is not related to the after-tax profit and loss and changes in remuneration.
-
-
(3) Proposed employee compensation and other information approved by the board of directors:
-
(i) Remuneration for employees and the amount of compensation for directors and supervisors distributed in cash or stocks: Not applicable.
-
(ii) The proportion of the amount of employee compensation distributed by stocks to the total amount of the individual or individual financial report after-tax net profit and total employee compensation for the current period: Not applicable.
-
-
(4) The actual distribution of remuneration for employees, directors, and supervisors in the previous year (including the number of allotted shares, amount and stock price), and differences between the remuneration of recognized employees and the remuneration of directors and supervisors, and the number of differences should be stated , Reasons and handling circumstances: The company did not pay employee compensation and directors and supervisors' compensation in 2019, so it is not applicable.
46
9. The situation of the company buying back the company's shares (implemented)
2021/04/24
| Buy back No. | 1st | 2nd | 3rd | 4th |
|---|---|---|---|---|
| Buy back purpose | Transfer to employees | Transfer to employees | Transfer to employees | Maintain the company's credit and shareholder rights and cancel shares |
| Buyback period | 2000.10.24~ 2000.12.23 |
2002.8.9~ 2002.10.8 |
2002.11.27~ 2003.1.26 |
2003.3.11~ 2003.5.10 |
| Buyback price range | 50~80 NTD | 12.74~22 NTD | 13~20 NTD | 10~12 NTD |
| Type and quantity of shares bought back |
5,000,000 ordinary shares |
12,000,000 ordinary shares |
5,500,000 ordinary shares |
5,000,000 ordinary shares |
| Amount of shares bought back | 315,470,895 NTD | 205,368,506 NTD | 89,121,962 NTD | 54,805,725 NTD |
| Number of shares cancelled and transferred |
5,000,000 shares | 12,000,000 shares | 5,500,000 shares | 5,000,000 shares |
| Cumulative number of shares of Everspring |
- | - | - | - |
| (Cumulative number of shares of Everspring)/(Total issued shares) Ratio(%) |
- | - | - | - |
| Buy back No. | 5th | 6th | 7th | 8th |
|---|---|---|---|---|
| Buy back purpose | Maintain the company's credit and shareholder rights and cancel shares |
Maintain the company's credit and shareholder rights and cancel shares |
Cooperate with the issuance of warrants for equity conversion |
Maintain the company's credit and shareholder rights and cancel shares |
| Buyback period | 2003.5.29~2003.7.28 | 2003.9.1~2003.10.31 | 2004.2.18~2004.4.16 | 2004.3.4~2004.5.3 |
| Buyback price range | 10~12.8 NTD | 11~14 NTD | 12~16 NTD | 12~16 NTD |
| Type and quantity of shares bought back |
3,254,000 Ordinary shares |
5,000,000 Ordinary shares |
2,500,000 Ordinary shares |
6,000,000 Ordinary shares |
| Amount of shares bought back | 38,890,777 NTD | 58,183,791 NTD | 34,195,202 NTD | 78,433,811 NTD |
| Number of shares cancelled and transferred |
3,254,000 shares | 5,000,000 shares | 2,500,000 shares | 6,000,000 shares |
| Cumulative number of shares of Everspring |
- | - | - | - |
| (Cumulative number of shares of Everspring)/(Total issued shares) Ratio(%) |
- | - | - | - |
47
| Buy back No. | 9th | 10th | 11th | 12th |
|---|---|---|---|---|
| Buy back purpose | Maintain the company's credit and shareholder rights and cancel shares |
Maintain the company's credit and shareholder rights and cancel shares |
Maintain the company's credit and shareholder rights and cancel shares |
Maintain the company's credit and shareholder rights and cancel shares |
| Buyback period | 2004.3.24~ 2004.5.21 |
2004.07.1- 2004.8.31 |
2004.7.15- 2004.9.14 |
2004.12.2- 2005.2.1 |
| Buyback price range | 12~16 NTD | 9-13 NTD | 9-13 NTD | 8-11.85 NTD |
| Type and quantity of shares bought back |
4,000,000 Ordinary shares |
4,000,000 Ordinary shares |
5,500,000 Ordinary shares |
5,000,000 Ordinary shares |
| Amount of shares bought back | 48,097,483 NTD | 37,466,606 NTD | 47,277,550 NTD | 37,126,452 NTD |
| Number of shares cancelled and transferred |
4,000,000 shares | 4,000,000 shares | 5,500,000 shares | 5,000,000 shares |
| Cumulative number of shares of Everspring |
- | - | - | - |
| (Cumulative number of shares of Everspring)/(Total issued shares) Ratio(%) |
- | - | - | - |
| Buy back No. | 13th | 14th | 15th | 16th |
|---|---|---|---|---|
| Buy back purpose |
Maintain the company's credit and shareholder rights and cancel shares |
Maintain the company's credit and shareholder rights and cancel shares |
Maintain the company's credit and shareholder rights and cancel shares |
Maintain the company's credit and shareholder rights and cancel shares |
| Buyback period | 2005.1.31- 2005.3.30 |
2005.4.25- 2005.6.24 |
2005.11.7- 2006.1.6 |
2005.12.26- 2006.2.25 |
| Buyback price range | 7.6-11 NTD | 6-10.5 NTD | 5-10 NTD | 6-10 NTD |
| Type and quantity of shares bought back |
3,500,000 Ordinary shares |
7,500,000 Ordinary shares |
5,000,000 Ordinary shares |
5,000,000 Ordinary shares |
| Amount of shares bought back | 26,152,293 NTD | 51,888,994 NTD | 28,954,505 NTD | 32,678,917 NTD |
| Number of shares cancelled and transferred |
3,500,000 shares | 7,500,000 shares | 5,000,000 shares | 5,000,000 shares |
| Cumulative number of shares of Everspring |
- | - | - | - |
| (Cumulative number of shares of Everspring)/(Total issued shares) Ratio(%) |
- | - | - | - |
48
| Buy back No. | Buy back No. | 17th | 17th | 18th | 19th | 20th |
|---|---|---|---|---|---|---|
| Buy back purpose | Transfer to employees |
Maintain the company's credit and shareholder rights and cancel shares |
Maintain the company's credit and shareholder rights and cancel shares |
Cooperate with the issuance of warrants for equity conversion |
||
| Buyback period | 2006.4.25- 2006.6.24 |
2006.6.12- 2006.8.11 |
2006.9.27- 2006.11.26 |
2007.3.22- 2007.05.21 |
||
| Buyback price range | 6-10 NTD | 6-10 NTD | 5-10 NTD | 6-10 NTD | ||
| Type and quantity of shares bought back |
5,000,000 Ordinary shares |
5,000,000 Ordinary shares |
10,000,000 Ordinary shares |
2,000,000 Ordinary shares |
||
| Amount of shares bought back | 35,212,737 NTD | 33,393,945 NTD | 69,166,468 NTD | 19,069,101 NTD | ||
| Number of shares cancelled and transferred |
5,000,000 shares | 5,000,000 shares | 10,000,000 shares | 2,000,000 shares | ||
| Cumulative number of shares of Everspring |
- | - | - | - | ||
| (Cumulative number of shares of Everspring)/(Total issued shares) Ratio (%) |
- | - | - | - | ||
| Buy back No. | 21st | 22nd | 23rd | 24th | ||
| Buy back purpose | Maintain the company's credit and shareholder rights and cancel shares |
Maintain the company's credit and shareholder rights and cancel shares |
Maintain the company's credit and shareholder rights and cancel shares |
Transfer to employees |
||
| Buyback period | 2007.4.25- 2007.6.24 |
2007.12.6- 2008.01.30 |
2008.10.16- 2008.12.15 |
2014.08.18~ 2014.10.17 |
||
| Buyback price range | 7-12 NTD | 7-12 NTD | 3.20-7.35 NTD | 20 ~ 32 NTD | ||
| Type and quantity of shares bought back |
4,490,000 Ordinary shares |
4,000,000 Ordinary shares |
6,000,000 Ordinary shares |
1,731,000 Ordinary shares |
||
| Amount of shares bought back | 48,486,709 NTD | 37,216,222 NTD | 30,022,667 NTD | 42,829,328 NTD | ||
| Number of shares cancelled and transferred |
4,490,000 shares | 4,000,000 shares | 6,000,000 shares | 1,731,000 shares | ||
| Cumulative number of shares of Everspring |
- | - | - | - | ||
| (Cumulative number of shares of Everspring)/(Total issued shares) Ratio(%) |
- | - | - | - |
Circumstances when the company buys back the company's shares (the one
still in execution): No such situation
- 4.2 Issuance of Corporate Bond: None.
4.3 Issuance of Preferred Stocks: None.
-
4.4 Issuance of Global Depositary Receipts (GDR): None.
-
4.5 Exercise of Employee Stock Options (ESOP): None.
-
4.6 Circumstances for Restricting Employee Rights to New Shares: None. 4.7 Mergers and Acquisitions of New Shares Issued by Other Companies: None.
4.8 Execution of Capital Utilization Plan:
- The previous issuances or private placement of securities have not been completed or have been completed within the last three years and the benefits of the plan have not yet appeared: None.
49
V. Business Overview
5.1 Business Content
-
Business scope
-
(1) The main content of the company's business
-
C805050 Industrial plastic products manufacturing
-
CB01020 Business Machine Manufacturing
-
CC01030 Electrical and audio-visual electronic products manufacturing industry
-
CC01060 Wired Communication Machinery Equipment Manufacturing
-
CC01070 Wireless Communication Machinery Equipment Manufacturing
-
CC01080 Electronic Components Manufacturing
-
CC01101 Telecom Control Radio Frequency Equipment Manufacturing
-
CC01110 Computer and Peripheral Equipment Manufacturing
-
CE01010 General instrument manufacturing industry
-
CE01030 Optical instrument manufacturing industry
-
E599010 Piping Engineering Industry
-
E601020 Electrical installation industry
-
E603040 Fire safety equipment installation engineering industry
-
E603050 Automatic control equipment engineering industry
-
E603090 Lighting equipment installation engineering industry
-
E605010 Computer Equipment Installation Industry
-
E701040 Simple telecommunications equipment installation industry
-
F112040 Wholesale of petroleum products
-
F113030 Wholesale of precision instruments
-
F113050 Wholesale of computer and business machinery and equipment
-
F113070 Telecommunications equipment wholesale industry
-
F117010 Wholesale of fire safety equipment
-
F118010 Information software wholesale industry
-
F119010 Wholesale of electronic materials
-
F213030 Retail of computer and business machinery and equipment
-
F213040 Retail of precision instruments
-
F213060 Telecom equipment retail industry
-
F213080 Retail of machinery and appliances
-
F217010 Retail business of fire safety equipment
-
F218010 Information software retail industry
-
F219010 Electronic materials retail
-
F401010 International Trade Industry
-
F401021 Telecom Control Radio Frequency Equipment Input Industry
-
I103060 Management Consulting Industry
-
I301010 Information Software Service Industry
-
I301020 Data Processing Service Industry
-
I301030 Electronic Information Supply Service Industry
-
I599990 Other design industry
-
IF01010 Fire safety equipment maintenance industry
-
JA02010 Electrical and electronic product repair industry
-
JE01010 Leasing Industry
-
ZZ99999 In addition to permitted businesses, businesses that are not prohibited or restricted by laws and regulations can be operated
50
(2) Operating proportion
2020 main product revenue proportion
| Unit: NTD Thousand | Unit: NTD Thousand | |
|---|---|---|
| Main Product | Amount | Ratio |
| Intelligent security control and anti-theft automation system |
49,889 | 39.96% |
| Smart lighting | 18,697 | 14.97% |
| Smart sensors,alarms,controllers | 21,886 | 17.53% |
| Others | 34,387 | 27.54% |
| Total | 124,859 | 100.00% |
-
(3) The current commodity items mainly consist of security and intelligent control products, which are as follows:
-
(i) Intelligent security control and anti-theft automation system:
The product is a systematic structure, except for the hardware part, there is also a back-end platform that can be expanded. The products mainly include professional anti-theft host image equipment, sensors and alarms, etc., which have the functions of smoke detection, protection, anti-theft, monitoring and deterring crimes. The company has developed a product that combines security and home automation in a host, and at the same time integrates high-definition image quality network cameras and cloud services to provide users with diversified and comprehensive services. Combined with mobile phone applications, remote monitoring and control can be performed by handheld devices to achieve more convenient and real-time purposes.
- (ii) Intelligent lighting products:
Using the principle of automatic induction of human thermal energy displacement, automatic lighting is activated to save energy and deter intruders.
- (iii) Smart sensors, alarms, and controller products:
Using the principle of automatic induction of human thermal energy displacement, applications include anti-theft induction, automatic control of related products, and a lightweight standalone system that can meet the requirements of safety and green energy.
-
(4) New products planned to be developed
-
(i) EVERSPRING professional two-way U-NET is upgraded to long-distance U-NET4.0→5.0.
(ii) Z-Wave500 is upgraded to 700 series (long-distance series).
-
(iii) Home automation Gateway integrates Voice & Video monitoring system.
-
(iv) Server construction combines Gateway & APP and integrates third-party services, and uses software to complete a multi-functional platform for smart homes and building cities.
-
(v) Multifunctional digital audio-visual intercom system, covering indoor and door phones.
-
(vi) Induction combined with AI smart judgment technology
(vii) Cooperate with the development of anti-pandemic related products.
(viii) Smart building system reduced class community facilities and services.
51
-
Industry Overview
-
(1) Current status and development of the industry:
Home security has gradually been integrated into the application of smart homes, which are mainly related to security monitoring and home protection, and the growth rate continues to increase. For example, video surveillance, smart door locks, and smoke detection are all very popular solutions. Video surveillance accounts for the largest proportion.
Analysts of the Industrial Research Institute believe that in the era of smart video surveillance, cloud value-added services will become the mainstream. Real-time notification, playback functions, event analysis, face/behavior recognition, displacement status sensing, etc., make video surveillance gradually become A more comprehensive smart home monitoring solution can extend the service to the field of indoor monitoring and home care after mastering the basic home surrounding security.
In addition to video surveillance, various sensory detectors have gradually penetrated into the home. Detectors such as temperature and humidity, smoke, gas, fire status, door and window switches, etc. have related products, and they can also be carried out with mobile phones and apps after installation. Home condition monitoring. These diversified home sensors can provide functions such as pre-prevention, event notification and even active intimidation, forming a more personalized security system, which can respond to different situations in the home at any time, connect neighbors and even the community for joint protection or more security value-added services.
The Internet of Things will continue to drive business opportunities in the smart home market. From security monitoring to home care, and even more diversified services, safety, convenience, and embodying the core values of each family have become the top priority. It is foreseeable that smart homes will continue to differ from different industries Enhance value together.
In addition, in recent years, the international community has attached great importance to issues such as climate change and energy depletion. The high energy consumption and high cost of buildings have become a global challenge. For this reason, the concept of "smart building" came into being, using various systems such as energy, technology, communications and other building systems to achieve advanced automation and energy-saving effects in buildings.
- (2) The relevance of the industry's upper, middle and lower reaches: Upstream: supply of raw materials and components
Mainly include optical components (optical lenses, filters, panels); sensing components (infrared sensors, gas sensors, liquid level sensors, temperature and humidity sensors); IC components (chipsets, single chips) Controller, memory, large programmable logic IC); electronic components (resistors, capacitors, inductors, transistors, etc.); mechanical components (chassis, cushions, accessories); other components (switches, wires, circuit boards, Power Supplier)
Midstream: product development and manufacturing
Mainly include intelligent security control and anti-theft automation system; intelligent lighting fixtures; intelligent sensors, alarms, controllers; other peripheral related products.
Downstream: sales channels and customers
Mainly include distributors, agents, system integrators, builders, telecommunications companies and security industry.
- (3) Various development trends and competition conditions of the product:
52
The development of key functions of Smart Home today can be roughly divided into four categories: security monitoring, energy-saving control, convenience and comfort, and home care. These four functions all apply sensing technology. The smart application type of the outer layer of the building is mainly based on security monitoring, and in terms of energy saving, sensing technology is also the main point of the system. Various controllers in the building need to be combined with sensing equipment. Using the human body as an analogy, it is like the eyes, skin, nose... and other sensory organs and arms. When the sensory organs sense information, the brain will issue instructions to instruct the arm to move. In terms of convenient and comfortable functions, the temperature sensor can sense the room temperature to adjust the air volume and temperature of the air-conditioning system; or the sensor can capture the movement path of the human body in the corridor. When traveling, the light at a certain distance in front of the human body It will gradually turn on, and the light at the back will gradually dim and then turn off.
Home care is a system that uses more sensing technologies in Smart Home. Through the new generation of AI intelligent judgment, the diversification and accuracy of sensing are increased, and more new service items can be achieved, and the communication technology can exchange data to achieve common diagnosis and treatment services to make up for the regret of insufficient medical resources in remote areas. With the proficiency of Internet technology and the age of society, this telemedicine model has gradually moved from the hospital to the family, forming a home-based and community-based health care model. To put it simply, home health care is to integrate the information of various medical testing equipment at home and upload it to the management platform through the Internet, so that the hospital can keep abreast of the health status of residents at home, especially patients or the elderly. The sensors built in Smart Home are of the same type as those used in general hospitals. They are all physiological sensors such as pulse, blood pressure, heartbeat... etc. The difference lies in the stability of signal transmission. Once the signal is interrupted at home, it may be a device problem, or it may be an accident in the body of the person being measured, but the person is not in the hospital, and it is difficult for the nursing staff to distinguish. In order to enable remote monitoring equipment to fully grasp the information, the focus of this type of application architecture is not only the stability of communication, but also the provision of real-time security or property management services, which is also a key element for the implementation of home care functions.
In different regions (European or American markets), people use Smart Home system products in different ways due to differences in humanistic environment and life culture. Therefore, the Smart Home system products must not only meet local requirements, but will also move towards customized and localized services.
The business opportunities of smart homes are the most promising hot projects in the industry in recent years, but to seize market opportunities, in addition to deep software capabilities, it also requires rapid product integration capabilities to provide value-added services to customers.
- Technology and R&D Overview
53
We are a professional security monitoring manufacturer. We have always focused on home security and energy-saving products as the main technical research and development axis, and we continue to innovate products to actively update technology, and use IP and U-NET for security, security protection, automation control, and energy-saving projects. Integration to provide customers with better quality and practical products. Recently, it has been more active in cooperating with major telecom system vendors to enter the smart green building market and step up the development of network access control intercom products, integrating security, intercom, light control, Surveillance and other systems, in order to achieve the demands of safety, comfort, and convenience, are expected to contribute to the deteriorating environment of the planet and gain a comparative advantage in the surveillance and security market of the security control industry.
In 2021, R&D will focus on the introduction of new technologies and system integration and the development of cloud service platform system functions:
-
(1) The function of the home security control system is continuously improved, and new control technology and man-machine control interface are introduced to provide a control host with stronger functions and more convenient operation.
-
(2) Develop a new generation of intelligent surveillance camera transmission technology to integrate with existing home security systems, provide complete digital video security functions and integrate network functions to achieve multi-function and multi-purpose.
-
(3) Ultra-low power consumption miniaturized wireless intelligent sensing technology, through the home gateway (Home gateway), to show a complete smart life technology application program.
-
(4) Home control host technology integration (xDSL/MOD/Zigbee/Z-Wave/BLE)
-
(5) Research and development of home energy-saving monitoring and control technology. Currently, a variety of LED energy-saving lighting, automatic detection energy-saving technology and more solar energy application technologies have been developed.
-
(6) Smart building system research and development, integration, security, lighting control, electrical control and other home automation control, multimedia, audio-visual intercom, community video monitoring and other systems, also integrate the property management system into the smart building system, and you only need to be at home in the future Call the required services at any time, and complete the integrated development with the cloud platform and cloud service system functions.
-
(7) The research and development of smart sensors, combined with AI smart judgment to create a new application environment
R&D expenses invested in the most recent year and up to the date of publication of the
54
annual report
| annual report | ||
|---|---|---|
| Year | 2020 | Till 2021/3/31 |
| Invested Amount | NT$ 40,769,000 | NT$ 10,799,000 |
4. Long-term and short-term business development plans
- (1) Short-term business overview:
With the advancement of network and smart electronic device technology, the functions continue to increase. It is expected that the application of smart home and smart security market will grow rapidly. Smart product solutions for remote control through mobile Internet access will become the main force of our product. After the completion of the product line and technical integration of cloud smart home and smart security, Everspring will focus on the three major customer categories of telecom operators, system vendors and security brand channels.
(2) Long-term business overview:
With the development of cloud technology, the era of all-round smart life is coming. In the past, the group developed from the R&D and manufacturing of security control products to the security, system integration, property management and construction industries. Through business model innovation, the group became a "smart building and home security control system service solution brand provider".
The synergy of group development will appear year by year. In terms of smart buildings and professional markets, through the construction companies, security companies (Worldtrend Security) and property management companies within the group, they are jointly committed to the development of cloud platforms and cloud services, and promote family cloud, community cloud, street cloud, etc., to provide far-reaching security services.
55
5.2 Market, Production and Sales Status
-
Market Analysis
-
(1) Sales area of main products and Services
Percentage of different sales locations in 2020
Unit: NTD
| Unit: NTD | ||
|---|---|---|
| Area | Net Sales | Ratio |
| Domestic | 27,043,000 | 21.66% |
| Europe | 72,540,000 | 58.10% |
| Asia | 5,826,000 | 4.67% |
| America | 18,035,000 | 14.44% |
| Others | 1,415,000 | 1.13% |
| Total | 124,859,000 | 100.00% |
We have gradually integrated security, security, anti-theft, automated control and energy-saving products into intelligent integration, providing customers with more innovative and practical products, and has been actively cooperating with major telecom system vendors around the world to enter different market areas. The company strives to develop different markets, integrates security control, light control, surveillance and other systems, provides better services to downstream customers, and closely integrates with customers to ensure that products meet market needs.
In the past, the main sales area of products was Europe and the United States. In the future, it will expand its market share in Europe and the United States, Central and South America and Southeast Asia's emerging markets and the domestic market with its own brand products.
(2) Market Outlook and Growth
According to the data of the research institution IEK, with the advent of the Internet of Things era, its related applications have been implemented in different fields. Among them, the application of smart homes is security monitoring (IP Camera, garage, door and window sensing) and smart energy saving (constant temperature). Devices, lighting, temperature control...) are the top two application projects. It is obvious that the business opportunities derived from smart life are endless. These are the products/services that Everspring has locked in.
In recent years, with the rise of the Internet of Things industry, the user value brought by the communication and collaboration between things has been highly valued. As Taiwan’s 4G Telecom gradually expands its territory, many communities have begun to use smart building materials to construct a smart Internet of Things environment, entering the era of truly smart Internet of Things. The corresponding concept in the construction field is "smart building materials". It believes that a "smart" building material needs to have key elements such as open interfaces, communication skills, self-repair capabilities, self-alarming capabilities, etc., so that the building can continue to be close to users Demand. Smart building materials are not only conducive to the promotion of smart buildings, but can also open up the export market and have the opportunity to develop into an industry that can drive Taiwan's economic growth. In addition to the smart outer building materials at the hardware level, the smart control system and software inside the building are also important items in the smart building
56
materials certification process, because only the integration of software and hardware can add smart building materials. The value is maximized. Since the previous year, Everspring has launched a smart central monitoring system with the group builders and won the Taiwan Excellent Smart Green Building System Product Award. It also represented Taiwan to Hong Kong in the Asia-Pacific finals and won the gold award in the design category and the gold award in the system product category. , Is a new milestone for Everspring to become a smart and green building product and service provider.
- (3) Competitive niche
Sensors and wireless communication technology are very important links in the smart home system. We have invested in the design and manufacture of sensors in the early years, and have nearly a hundred invention patents and technologies such as micro-vibration sensing, infrared detection, and optical design. And sensing technology and wireless communication technology are the core technologies. It not only develops proprietary (Proprietary) communication technology by itself, but also develops various wireless communication protocol products such as Bluetooth, Wi-Fi, Z-Wave, ZigBee and DECT. Everspring not only has a very complete product line, but also has excellent product integration capabilities.
In the field of smart buildings, Everspring launched the smart central monitoring system solution. The system won the Platinum Award in the System Product Category from the Asia-Pacific Smart Green Building Alliance, and represented Taiwan in the selection of the Asia-Pacific Excellent Smart Green Building and System Product Awards. Yunchen has smart home security product design and platform integration capabilities. Through cooperation with construction companies within the group, it has designed a smart central monitoring system that best meets the needs of builders. For the introduction of such systems into community buildings and Commercial office buildings have great competitive advantages. In addition to the domestic market, this smart building material system integrating information and communication technology can be exported to foreign markets in the future.
-
(4) Advantages and disadvantages of development prospects and countermeasures
-
(i) Favorable factors
-
A. There are huge business opportunities for smart homes and smart security, and only a few companies that integrate products and services are currently entering this field. In the future, by strengthening the technology of the video terminal, we will create a differentiation from other competitors.
-
B. The company's smart home solutions have entered the European telecommunications industry and successfully entered different market areas. Since the beginning of this year, we are copying this successful business model and entering the markets of other European countries, China and Southeast Asia.
-
C. The company's fully digital smart building access control and security control system has successfully entered the domestic construction market. In the future, security and property management companies within the group can be integrated, together with a self-developed universal cloud service platform, to provide customers with one-stop and complete services.
-
(ii) Adverse factors and countermeasures for risk management
57
- A. The problem of lack of labor and rising wages in mainland China is serious, resulting in a significant increase in manufacturing costs. Therefore, product design optimization and automated production processes must be introduced to solve the problem of manpower shortage and improve production efficiency and cost competitiveness.
- B. The vicious competition and low-price order scrambles from mainland Chinese companies have become increasingly fierce. In response to countermeasures, in addition to enhancing the uniqueness and differentiation of new products in order to increase product added value and create competitive advantages, it is also necessary to master the marketing channels and brand awareness management in the international market.
- C. International-level manufacturers such as Amazon and Google have begun to rush into the smart home and home security surveillance market. In the face of these industry competitions and challenges, which are different from the previous hardware-based industries, in response to countermeasures, in addition to strengthening the channel layout, it is more important to provide integrated value-added services in software and services. In addition, through the construction companies, security companies and property management companies within the group, we can work together to develop cloud platforms and cloud services, successfully copy the successful cases of green building materials and smart buildings to foreign markets, and create new smart building businesses opportunity.
-
Important usage and production process of main products
-
(1) Important usage of main product
-
(i) Intelligent security control and anti-theft automation system:
-
Integrate wireless anti-theft host, monitor, sensor, remote control and alarm, so that the system has security protection functions such as anti-theft, fireproof, and waterproof to protect the safety of home life and property.
-
Integrate home automation lighting control, curtain control, ambient temperature and humidity sensing, motion sensing, and energy monitoring functions, allowing users to remotely monitor and control home equipment; at the same time, it takes into account the safety of the family and the convenience of life Sex can improve the quality of life and enrich the smart home life. In addition, through a variety of surveillance camera equipment with different functions, whether it is the help of the elderly or the child at home or the boss shop manager who wants to know the status of the store, users can monitor one-click view from the smart phone APP.
-
-
(ii) Intelligent lighting fixtures:
- Greening the environment and the earth is one of the company’s concepts. It uses the combination of PIR technology and lighting fixtures to reduce ineffective lighting and achieve the purpose of saving energy under the premise of ensuring good lighting effects. The LED fixtures are equipped with RF wireless control switches and adjustments. In addition to energy-saving effects, the light device can provide a variety of different lighting effects for the environment. The latest smart LED lamps and lanterns have added creativity. By replacing the projection film, it is possible to project a variety of different situations and seasonal lights.
-
(iii) Smart sensors, alarms, controllers:
- Including infrared sensors, magnetic reed switches, micro switches, temperature sensors, humidity sensors and gas sensors, etc., which can be applied to four important functions of smart home security monitoring, energy saving control, convenience and comfort, and home care in.
58
(2) Production Process
Sensors, security systems, lighting system products
| Ele Co Ele Co |
ctronic mponent ctronic mponent Stencil Surface Mount Visual Inspection Horizontal Plug-in Vertical Plug-In Self inspectio |
Visual Inspection |
Reflow Self inspectio |
|---|---|---|---|
| Self inspectio |
|||
| E.Component Optical Component Plastic Material M/E Component E.Optical Component Packaging Finished Product Manual Plug-in Visual Inspection Soldering Solder surfaces Auto Test Function Test Process inspection Molding Molding Injection Self inspection Assembly Function Test Visual Inspection Process inspection Packing Sealing Process inspection Warehous ing |
Component tical mponent stic terial Manual Plug-in Visual Inspection Soldering Molding Molding Injection Self inspection |
Soldering | Solder surfaces Auto Test Function Test Process inspection |
|
|---|---|---|---|---|
- Supply status of main raw materials
| Main Materials | Source of Supply | SupplySituation |
|---|---|---|
| Integrated circuit | Silicon Labs, WPG Groups, HolyStone, Avnet, WPG Holdings, Yosun, WPMEG |
Adequate supply |
| Detector | EXCELITAS, NICERA, Senba | Adequate supply |
| Oscillation/Filter | Chainmao, Taishi, Yoguay, HolyStone | Adequate supply |
| Plasticpellets | Kochen | Adequate supply |
| Circuit board | Hueychang, Konghong, Yuwayhsin | Adequate supply |
| battery | Wayyali, Jida,Yoda | Adequate supply |
| Relay | Xinye, Bairong, Hongfa | Adequate supply |
59
- Names of manufacturers (customers) that accounted for more than 10% of the total purchase (sales) in the last two years and their purchase (sales) amount and proportion
(1) Information on major purchase suppliers in the last two years
Unit: Thousand NTD; %
| Unit: Thousand NTD;% | Unit: Thousand NTD;% | Unit: Thousand NTD;% | Unit: Thousand NTD;% | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | 2019 | 2020 | Till 2021/3/31 | |||||||||
| Name | Amount | Percentage of annual net purchases |
Relationship with the issuer |
Name |
Amount | Percentage of annual net purchases |
Relationship with the issuer |
Name |
Amount | Percentage of annual net purchases |
Relationship with the issuer |
|
| 1 | Fongchen | 53,803 | 40.98% | Subsidiary | Liyuan | 73,273 | 66.36% | Subsidiary | Fongchen | 29,600 | 93.27% | Subsidiar y |
| 2 | Liyuan | 38,625 | 29.42% | Subsidiary | Fongchen | 11,772 | 10.66% | Subsidiary | J | 1,292 | 4.07% | Others |
| 3 | URT | 23,257 | 17.72% | Subsidiary | I | 11,614 | 10.52% | Others | G | 268 | 0.84% | Others |
| 4 | Others | 15,602 | 11.88% | - | Others | 13,762 | 12.46% | - | Others | 577 | 1.82% | - |
| Total | Net purchase |
131,287 | 100.00% | - | Net purchase |
110,421 | 100.00% | - | Net purchase |
31,737 | 100.00% | - |
(2) Information of major customers in the last two years
Unit: Thousand NTD;%
| Unit: Thousand NTD;% | Unit: Thousand NTD;% | Unit: Thousand NTD;% | Unit: Thousand NTD;% | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | 2019 | 2020 | Till 2021/3/31 | |||||||||
| Name | Amount | Percentage of annual net purchases |
Relationship with the issuer |
Name |
Amount | Percentage of annual net purchases |
Relationship with the issuer |
Name |
Amount | Percentage of annual net purchases |
Relationship with the issuer |
|
| 1 | E | 31,303 | 19.25% | N/A | E | 26,027 | 20.85% | N/A | L | 9,080 | 24.16% | N/A |
| 2 | I | 17,536 | 10.78% | N/A | K | 19,581 | 15.68% | Subsidiar y |
E | 8,580 | 22.83% | N/A |
| 3 | G | 16,731 | 10.29% | N/A | G | 11,902 | 9.53% | N/A | G | 3,479 | 9.26% | N/A |
| 4 | Others | 97,073 | 59.68% | - | Others | 67,349 | 53.94% | - | Others | 16,442 | 43.75% | - |
| Total | Net sales | 162,643 | 100.00% | - | Net sales | 124,859 | 100.00% | - | Net sales | 37,581 | 100.00% | - |
60
5. Production quantity and value table for the last two years
Unit: Thousand NTD; Set
| Year | 2019 | 2020 | 2020 | |||
|---|---|---|---|---|---|---|
| Production Value Main Product |
Production capacity |
Yield | Output value |
Production capacity |
Yield | Output value |
| Intelligent security control and anti-theft automation system |
- | - | - | - | - | - |
| Smart lighting | - | - | - | - | - | - |
| Smart sensors, alarms, controllers |
- | - | - | - | - | - |
| Others | - | - | - | - | - | - |
| Summary | - | - | - | - | - | - |
Note: There was no production capacity in both the 2019 and the 2020, because the
production lines were successively moved to the mainland in September, 2002.
6. Sales quantity and value table for the last two years
Unit: Thousand NTD: thousand Set
| Year | 2019 | 2019 | 2019 | 2019 | 2020 | 2020 | 2020 | 2020 |
|---|---|---|---|---|---|---|---|---|
| Sales | Domestic sales |
Export | Domestic sales | Export | ||||
| Main Product | Q’ty | Value | Q’ty | Value | Q’ty | Value | Q’ty | Value |
| Intelligent security control and anti-theft automation system |
3.61 | 2,939 |
81.44 |
53,623 |
3.53 |
19,234 |
52.79 |
30,655 |
| Smart lighting | 0.00 | 1 |
86.37 |
20,006 |
0.01 |
4 |
71.02 |
18,693 |
| Smart sensors, alarms, controllers |
3.04 | 477 |
113.15 |
32,125 |
0.07 |
21 |
85.99 |
21,865 |
| Others | 3.61 | 4,030 |
145.61 |
49,441 |
9.17 |
7,784 |
80.69 |
26,603 |
| Summary | 10.26 | 7,447 |
426.57 |
155,195 |
12.78 |
27,043 |
290.49 |
97,816 |
61
5.3 Employee Data of the Recent Two Years and Up to the Publication
Date
| Date | Date | |||
|---|---|---|---|---|
| Year | 2019 | 2020 | Till 2021/03/31 | |
| Number of Staffs |
Managers | 36 | 36 | 38 |
| R&D | 39 | 37 | 37 | |
| Direct Labor | 0 | 0 | 0 | |
| Summary | 75 | 73 | 75 | |
| Averageyears | 43.44 | 43.53 | 43.28 | |
| Averageyears of service | 9.08 | 4.59 | 4.93 | |
| Education Level Ratio |
PH.D | 0.00% | 0.00% | 0.00% |
| Master | 16.00% | 15.07% | 14.67% | |
| College | 76.00% | 78.08% | 78.67% | |
| High School | 6.67% | 5.48% | 5.33% | |
| Others | 1.33% | 1.37% | 1.33% |
5.4 Information Regarding Expenditure on Environmental Protection
The nature of Everspring's industry is mainly the assembly of electronic parts. In all the manufacturing processes, except for some plastic injection molding, the production line has been gradually moved to the mainland in September 2002. Since 2003, there has been no production capacity. Therefore, there is no pollution sources such as waste water and waste gas that cause environmental pollution.
The total amount of losses and sanctions incurred due to environmental pollution in the most recent year and as of the publication date of the annual report: None. Countermeasures: Not applicable.
5.5 Labor Relations
-
Employee welfare measures and implementation status Everspring adheres to the concept of caring for employees, implements labor laws and regulations, protects the rights and interests of employees, and establishes an "employee welfare committee" to establish a good labor-management relationship between colleagues and the company by improving the welfare system. The company has welfare measures as follows:
-
(1) Funding subsidies for various group health activities of colleagues In order to promote a good interaction model between colleagues within the company, stimulate the establishment of team consensus, enhance the friendship of colleagues, encourage colleagues to participate in various entertainment and leisure activities organized by the company, and enjoy different amounts of subsidies according to the nature of the activities. The subsidy activities include annual travel and various activities. Such clubs, group health activities, etc.
-
(2) Wedding and funeral celebration subsidy
-
When a company colleague has a marriage, childbirth, injury or funeral, check and submit relevant supporting documents to apply for subsidies.
62
- (3) Birthday gifts and new year gifts
To congratulate colleagues on their birthdays, gift money or gifts; in line with the customs of the New Year, send New Year gifts or gift vouchers to colleagues on the three major festivals of Labor, Dragon Boat and Mid-Autumn Festival.
- (4) Remedial assistance for employees
The company attaches great importance to the cultivation of talents. In order to strengthen the professional knowledge and skills of colleagues, improve work efficiency and work quality, and then improve the overall human quality, the company has established "Education and Training Management Measures" to provide complete and sound training courses.
- (5) Book reading
Purchase a variety of books, weekly magazines, magazines, audio-visual videos and other multimedia for colleagues to read and appreciate.
- (6) Friendly workplace environment
The company has a nursing (collection) nursing room, and cooperates with legally registered childcare institutions to provide childcare measures for peers. Create a good and comfortable working environment, add a reading lounge, set up snack shops, fresh drink vending machines and other snacks and drinks, so that colleagues can enjoy afternoon tea time, so as to promote friendship and exchanges with colleagues.
- (7) Leisure Sports Center
The company has a leisure sports center, which contains: diversified sports equipment, billiards, handball tables, etc. for colleagues to exercise and leisure activities and relieve work pressure.
- (8) Insurance content:
In addition to labor insurance and national health insurance for employees, the company provides a comprehensive group insurance plan for employees to insure group insurance, so that employees and their families have an extra layer of life security.
- (9) Employee health check
The company cares about the physical and mental health of its colleagues and regularly organizes health inspections for on-the-job workers.
- (10) Bonuses
The company provides performance bonuses, research and development bonuses, and year-end bonuses in order to motivate and affirm the contributions and efforts of colleagues, which are implemented in accordance with the relevant bonus distribution methods formulated by the company.
- (11) Others
Depending on the company’s operating conditions and according to the company’s articles of association to provide for employee compensation.
- Education Training
The company spares no effort in the cultivation of talents, builds a complete education and training system, provides diversified internal and external training
63
courses and a good learning environment. With the education and training concepts of lifelong learning and career development, employees are encouraged to actively enrich themselves, improve work professionalism and technical standards, and are committed to improving the company's human quality and training management talents to create higher operating performance for the company.
The status of education and training in 2020 is as follows:
| Unit: NTD;Hours;Times | Unit: NTD;Hours;Times | Unit: NTD;Hours;Times | ||||
|---|---|---|---|---|---|---|
| Self-Training | Dispatch Training | |||||
| Estimated investment |
Actual investment amount |
Training shift |
Total training hours |
Estimated investment |
Actual investment amount |
Total training hours |
| 10,000 | 12,200 | 15 | 30 | 77,500 | 53,900 | 86 |
-
Retirement system and implementation status The company approved the establishment of a labor retirement reserve supervision committee in accordance with the law, and set up a supervisory committee to allocate labor retirement reserves.
-
Those who are employed after the Labor Pension Regulations shall be subject to the Pension Regulations of the Regulations. In accordance with Article 14 of the Regulations, the company allocates 6% of the insured salary to the retirement fund to the special employee account of the Labor Insurance Bureau on a monthly basis. In 2020, the company provides a plan to apply for preferential refunds and the settlement of the old years. After the applicants who meet the application requirements have been approved and claimed in accordance with the law, they have completed the settlement of the labor retirement reserve account in accordance with the law.
-
In the most recent year and up to the publication date of the annual report, the loss suffered due to labor disputes, and the estimated amount and corresponding measures that may occur at present and in the future are disclosed. If it cannot be reasonably estimated, the fact that it cannot be reasonably estimated shall be stated: none.
-
Employee Ethics and Code of Conduct
-
The company has formulated "employee work rules" and approved by the New Taipei City Government Labor Bureau.
-
The "Employee Work Rules" stated that the relevant contents of the "Code of Service" are as follows:
-
(1) Company employees should perform their duties loyally, abide by all company regulations, and obey the guidance of supervisors at all levels.
-
(2) During working hours, you are not allowed to leave the work plant or office area without approval; those who temporarily leave the work plant for business needs must abide by the relevant regulations for public work.
-
(3) Do not bring prohibited items, lethal weapons, inflammables, explosives, and dangerous items that endanger the company into the workplace or office area.
-
(4) It is not allowed to assemble, advertise, speak, distribute, spread rumors, coerce, or post any sensational documents and notices that harm the company
64
in the factory area without authorization.
-
(5) Improper behaviors such as gambling and convening mutual aid associations are not allowed in the factory or office area.
-
(6) Business secrets in business or work technology shall be strictly observed and shall not be disclosed.
-
(7) Take good care of the company's reputation, and shall not use the company's name to express any opinions without approval, and shall not engage in or promise any behavior that violates the company's interests.
-
(8) Do not use your authority to accept gifts, commercial entertainment, etc.
-
(9) Do not use the convenience of the position to seek personal gain.
-
(10) Properly control various costs and expenses to reduce the occurrence of abnormal expenses.
-
(11) Do not use the convenience of the position to seek personal gain.
-
(12) Peers should work together and cooperate in good faith to improve work efficiency.
-
(13) In order to guarantee the equality of the right to work for both sexes, the company implements the constitution to eliminate gender discrimination and promote the spirit of substantive equality between the sexes; to ensure that every company colleague has a fair opportunity to develop his profession and qualifications.
-
(14) The employees of the company shall jointly maintain a healthy and safe working environment, and shall not engage in any sexual harassment or other acts of violence, threats and intimidation.
-
(15) In order to prevent workplace safety, prevent sexual harassment, and maintain gender equality in work and human dignity, the company has formulated regulations in accordance with the provisions of the Gender Equality in Work Law for all employees to comply with.
-
(16) All company employees shall perform their duties loyally and ensure all business confidentiality.
-
(17) Information that should be kept confidential in the preceding paragraph, including the company’s personnel and customer information, inventions, business secrets, technical information, product design, manufacturing expertise, financial accounting information, intellectual property rights and other information, and all other information that may be used by competitors, Or the undisclosed information that will damage the company or the customer after the leak.
-
(18) The employees of the company shall ensure that the various forms of documents handled are correct and complete, and are properly preserved.
-
(19) When the company employees perform their duties, they should avoid the theft, interference, destruction and intrusion of data, information systems, network equipment and other resources to protect the confidentiality, integrity and availability of the company's various information.
-
(20) Company employees shall respect the relevant laws and regulations on intellectual property rights, and prohibit illegal use or copying of copyrighted intellectual property, including books, magazines, and software. .
-
(21) In order to coordinate labor-management relations, promote
65
labor-management cooperation, and improve work efficiency, the company organizes labor-management conferences in accordance with the implementation methods of labor-management conferences.
-
Work environment and work safety
-
The company has formulated "employee work rules" and approved by the New Taipei City Government Labor Bureau.
The contents of the "Work Rules for Employees" are detailed:
-
(1) Industrial Safety and Health Management Code.
-
(2) Regulations for management personnel.
-
(3) Rules for all employees.
-
(4) Fire safety rules.
-
(5) Safety rules for electrical machinery facilities.
-
(6) Rules for hazardous chemicals.
The company understands that in accordance with the relevant laws and regulations of the Occupational Labor Safety and Health Law, we conduct occupational safety and health education to prevent occupational disasters and to protect the safety and health of colleagues.
- Protective measures for working environment and personal safety of employees: The company reports to the competent authority for inspections of building fire-fighting equipment according to laws and regulations. In addition, employees are selected to obtain a qualified certificate of fire protection management, formulate a fire protection plan for the workplace, and maintain the safety of fire protection equipment in the workplace. In order to prevent occupational disasters and ensure the safety and health of employees, in accordance with the Occupational Labor Safety and Health Law and related laws and regulations, the "Safety and Health Work Code" has been formulated. The company regularly identifies employees' health inspections and occupational safety and health education and training. There are no hazardous machinery in the workplace, no waste, pollutants, etc. that cause pollution to the environment, and there should be no major threat to the personal safety of employees.
In 2020, the company has held 2 workshops on labor safety and workplace safety, with a total of approximately 80 participants.
Measures to specifically enhance employee benefits or rights compared to the previous year Specific measures in 2020 compared to the previous year
In view of the impact of the Covid-19 pandemic in 2020, provide relevant response measures
-
(1) Cooperate with epidemic prevention measures, use body temperature and attendance sensing instruments to monitor the health of colleagues at any time, and strengthen environmental cleaning and disinfection to provide a safe and secure workplace for colleagues.
-
(2) In order to strengthen the professional knowledge and technical ability of colleagues, plan and arrange various internal and external professional training courses, and use government resources to provide online courses for colleagues to continue learning.
-
(3) To promote the work-life balance of colleagues, organize cycling parent-child activities, etc.
66
-
(4) In order to protect the physical and mental health of colleagues and effectively relieve their work pressure, continue to hold health lectures, detox yoga clubs, dancing aerobic clubs and other club activities.
-
(5) Continue to handle other welfare measures.
5.6 Important Contracts: None
67
VI. Financial Overview
6.1 Five Years Financial Summary
1. Condensed Balance Sheets and Statements of Income for the Past Five Years
(i)Condensed Balance Sheet-International Financial Reporting Standards (Consolidated)
Unit: NTD Thousand
| Year Item |
Year Item |
Financial Report in Recent 5 Years | Financial Report in Recent 5 Years | Financial Report in Recent 5 Years | Financial Report in Recent 5 Years | Financial Report in Recent 5 Years | Till 2021/3/31 (Note 1) |
|---|---|---|---|---|---|---|---|
| 2016 | 2017 | 2018 | 2019 | 2020 | |||
| Liquid Assets | 1,366,452 | 1,319,433 |
1,134,817 |
1,141,859 |
1,722,628 |
3,117,337 |
|
| Immovable Property, Plant and Equipment |
595,662 | 613,239 |
579,669 |
546,261 |
262,615 |
265,231 |
|
| Intangible Assets | 32,097 | 149,607 |
113,450 |
85,006 |
57,795 |
51,782 |
|
| Other Assets | 1,154,781 | 948,029 |
900,180 |
869,781 |
885,570 |
838,217 |
|
| Total Assets | 3,148,992 | 3,030,308 |
2,728,116 |
2,642,907 |
2,928,608 |
4,272,567 |
|
| Liquid Liabilities |
Before Distribution |
503,068 | 505,364 |
400,389 |
389,213 |
408,297 |
327,879 |
| After Distribution |
490,227 | 505,364 |
400,389 |
389,213 |
(Note 2) |
- |
|
| Non-Current Liabilities |
85,953 | 91,405 |
52,564 |
170,735 |
169,022 |
180,949 |
|
| Total Liabilities |
Before Distribution |
589,021 | 596,769 |
452,953 |
559,948 |
577,319 |
508,828 |
| After Distribution |
576,180 | 596,769 |
452,953 |
559,948 |
(註2) |
- |
|
| Equity Attributable to Owners of the ParentCompany |
2,560,355 | 2,433,429 |
2,274,999 |
2,082,739 |
2,351,027 |
3,763,462 |
|
| Capital Stock | 2,153,033 | 2,140,216 |
2,140,216 |
2,140,216 |
2,140,216 |
2,140,216 |
|
| Capital Reserve | 365,683 | 379,897 |
397,345 |
385,666 |
454,830 |
471,579 |
|
| Retained Earnings |
Before Distribution |
129,509 | (37,942) |
(198,474) |
(371,201) |
(176,196) |
1,165,578 |
| After Distribution |
116,668 | (37,942) |
(198,474) |
(371,201) |
(註2) |
- |
|
| Other Equities | (45,041) | (48,742) |
(64,088) |
(71,942) |
(67,823) |
(13,911) |
|
| Treasury stock | (42,829) | 0 |
0 |
0 |
0 |
0 |
|
| Non-Controlling Equities |
(384) | 110 |
164 |
220 |
262 |
277 |
|
| Total Equity |
Before Distribution |
2,559,971 | 2,433,539 |
2,275,163 |
2,082,959 |
2,351,289 |
3,763,739 |
| After Distribution |
2,547,130 | 2,433,539 |
2,275,163 |
2,082,959 |
(Note 2) |
- |
Note 1: The financial information for the year ended March 31 of 2011 was reviewed by an
accountant.
Note 2: 2020 loss appropriation proposal has not yet been resolved by the shareholders meeting.
68
(ii) Condensed consolidated Income Statement (consolidated financial report) - International Financial Reporting Standards:
| Unit: NTD Thousand(except earningsper share) | Unit: NTD Thousand(except earningsper share) | Unit: NTD Thousand(except earningsper share) | Unit: NTD Thousand(except earningsper share) | Unit: NTD Thousand(except earningsper share) | Unit: NTD Thousand(except earningsper share) | |
|---|---|---|---|---|---|---|
| Year Item |
Financial Report in Recent 5 Years | Till 2021/3/31 (Note 1) |
||||
| 2016 | 2017 | 2018 | 2019 | 2020 | ||
| Operating Revenue | 810,755 | 705,511 |
672,356 |
621,283 |
531,099 |
138,673 |
| Operating Margin | 112,000 | 91,259 |
119,314 |
117,010 |
93,527 |
27,323 |
| Operating Profit and Loss | (209,039) | (208,149) |
(148,576) |
(147,916) | (122,366) |
(83,919) |
| Non-Operating Income and Expenses |
172,929 | 70,272 |
(33,211) |
(29,369) |
324,636 |
1,605,627 |
| Net Profit Before Tax | (36,110) | (137,877) |
(181,787) |
(177,285) | 202,270 |
1,521,708 |
| Net income of continuing business units |
(51,216) | (138,885) |
(173,091) |
(180,605) | 195,323 |
1,341,789 |
| Loss of suspended business unit | 0 | 0 |
0 |
0 |
0 |
0 |
| Net Profit of the Term (Loss) | (51,216) | (138,885) |
(173,091) |
(180,605) | 195,323 |
1,341,789 |
| Other Consolidated Profit and Loss of the Term (Net of Tax) |
(24,911) | (4,014) |
(3,718) |
80 |
3,843 |
11,039 |
| Net Profits Attributable to Owners of the Parent Company |
(76,127) | (142,899) |
(176,809) |
(180,525) | 199,166 |
1,352,828 |
| Net Profit Attributable to Non-ControllingEquities |
(48,731) | (138,764) |
(173,139) |
(180,666) | 195,268 |
1,341,774 |
| Net Profit Attributable to Non-Controlling Equities |
(2,485) | (121) |
48 |
61 |
55 |
15 |
| Total Consolidated Profit and Loss Attributable to Owners of the ParentCompany |
(61,964) | (142,589) |
(176,863) |
(180,581) | 199,124 |
1,352,813 |
| Total Consolidated Profit and Loss Attributable to Non-Controlling Equities |
(14,163) | (310) |
54 |
56 |
42 |
15 |
| Earnings per Share | (0.23) | (0.65) |
(0.81) |
(0.84) |
0.91 |
6.27 |
Note 1: The financial information as of 2021/3/31 has been reviewed by accountants.
69
2. Condensed balance sheet and consolidated income statement information-individual financial report
- (i) Condensed Balance Sheet (Individual Financial Report) - International Financial Reporting Standards:
Unit: NTD Thousand
| Year Item |
Year Item |
Financial Report in Recent 5 Years | Financial Report in Recent 5 Years | Financial Report in Recent 5 Years | Financial Report in Recent 5 Years | Financial Report in Recent 5 Years | Till 2021/3/31 (Not Applicable) |
|
|---|---|---|---|---|---|---|---|---|
| 2016 | 2017 | 2018 | 2019 (Re-Edit) |
2020 | ||||
| Liquid Assets | 649,075 | 677,426 |
401,263 |
375,674 |
529,716 |
- |
||
| Immovable Property, Plant and Equipment |
194,815 | 183,185 |
170,745 |
162,870 |
157,383 |
- |
||
| Intangible Assets | 8,132 | 7,696 |
7,189 |
6,838 |
6,513 |
- |
||
| Other Assets | 2,013,816 | 1,772,648 |
1,793,415 |
1,637,725 |
1,811,560 |
- |
||
| Total Assets | 2,865,838 | 2,640,955 |
2,372,612 |
2,183,107 |
2,505,172 |
- |
||
| Liquid Liabilities |
Before Distribution |
188,394 | 139,806 |
71,293 |
50,006 |
96,656 |
- |
|
| After Distribution |
175,553 | 139,806 |
71,293 |
50,006 |
(Note 1) |
- |
||
| Non-Current Liabilities |
117,089 | 67,720 |
26,320 |
50,362 |
57,489 |
- |
||
| Total Liabilities |
Before Distribution |
305,483 | 207,526 |
97,613 |
100,368 |
154,145 |
- |
|
| After Distribution |
292,642 | 207,526 |
97,613 | 100,368 |
(Note 1) |
- |
||
| Capital Stock | 2,153,033 | 2,140,216 |
2,140,216 |
2,140,216 |
2,140,216 |
- |
||
| Capital Reserve | 365,683 | 379,897 |
397,345 |
385,666 |
454,830 |
- |
||
| Retained Earnings |
Before Distribution |
129,509 | (37,942) |
(198,474) |
(371,201) |
(173,196) |
- |
|
| After Distribution |
116,668 | (37,942) |
(198,474) |
(371,201) |
(Note 1) |
- |
||
| Other Equities | (45,041) | (48,742) |
(64,088) |
(71,942) |
(67,823) |
- |
||
| Treasury stock | (42,829) | 0 |
0 |
0 |
0 |
- |
||
| Total Equity |
Before Distribution |
2,560,355 | 2,433,429 |
2,274,999 |
2,082,739 |
2,351,027 |
- |
|
| After Distribution |
2,547,514 | 2,433,429 |
2,274,999 |
2,082,739 |
(Note 1) |
- |
Note 1: The 2021 loss appropriation proposal has not yet been resolved by the shareholders meeting.
70
(ii) Condensed Comprehensive Income Statement (Individual Financial Report)-International Financial Reporting Standards:
| Unit: NTD Thousand (except earningsper share) | Unit: NTD Thousand (except earningsper share) | Unit: NTD Thousand (except earningsper share) | Unit: NTD Thousand (except earningsper share) | Unit: NTD Thousand (except earningsper share) | Unit: NTD Thousand (except earningsper share) | |
|---|---|---|---|---|---|---|
| Year Item |
Financial Report in Recent 5 Years | Till 2021/3/31 (Not Applicable) |
||||
| 2016 | 2017 | 2018 | 2019 (Re-Edit) |
2020 | ||
| Operating Revenue | 372,240 | 304,097 |
195,073 |
162,642 |
124,859 |
- |
| Operating Margin | 37,505 | 47,152 |
26,022 |
34,793 |
3,315 |
- |
| Operating Income | (149,711) | (133,724) |
(103,898) |
(77,411) |
(84,793) |
- |
| Non-operating income and expenses |
114,116 | (3,575) |
(78,799) |
(101,839) |
284,512 |
- |
| Income from continuing operations before income tax |
(35,595) | (137,299) |
(182,697) |
(179,250) |
199,719 |
- |
| Net Income (Loss) | (48,731) | (138,764) |
(173,139) |
(180,666) |
195,268 |
- |
| Other comprehensive income,net of tax |
(13,233) | (3,825) |
(3,724) |
85 |
3,856 |
- |
| Total comprehensive income |
(61,964) | (142,589) |
(176,863) |
(180,581) |
199,124 |
- |
| Earnings per share(Loss) | (0.23) | (0.65) |
(0.81) |
(0.84) |
0.91 |
- |
3. CP A Name and Audit Opinions of the Last 5 Years
| Year | Accounting firm | Accountant Name | Audit Opinion |
|---|---|---|---|
| 2020 | Deloitte & Touche | Hsieh Ming-Chung, Su Yu-Hsiu |
Unqualified Opinion |
| 2019 | Deloitte & Touche | Hsieh Ming-Chung, Su Yu-Hsiu |
Unqualified Opinion |
| 2018 | Deloitte & Touche | Chi Ray-Chain, Su Yu-Hsiu |
Unqualified Opinion |
| 2017 | Deloitte & Touche | Chi Ray-Chain, Su Yu-Hsiu |
Unqualified Opinion |
| 2016 | Deloitte & Touche | Hsieh Ming-Chung, Su Yu-Hsiu |
Unqualified Opinion |
71
6.2 Financial Analyses for the Last Five Years
i. International Financial Reporting Standards (Consolidated)
| Year Item (Note 3) |
Year Item (Note 3) |
Recent 5 Years of Financial Status | Recent 5 Years of Financial Status | Recent 5 Years of Financial Status | Recent 5 Years of Financial Status | Recent 5 Years of Financial Status | Till 2021/3/31 (Note 1) |
|---|---|---|---|---|---|---|---|
| 2016 | 2017 | 2018 | 2019 | 2020 | |||
| Financial Structure (%) |
Liability-Asset Ratio | 18.71 | 19.69 |
16.60 |
21.19 |
19.71 |
11.91 |
| Ratio of Long-Term Capital to Immovable Property, Plant and Equipment |
444.20 | 411.74 |
401.56 |
412.57 |
959.70 |
1,487.27 |
|
| Debt-Paying Ability |
Liquidity Ratio (%) | 271.62 | 261.09 |
283.43 |
293.38 |
421.91 |
950.76 |
| Quick Ratio (%) | 146.08 | 142.94 |
134.82 |
145.88 |
288.19 |
823.53 |
|
| Interest Protection Multiples |
(3.28) | (17.51) |
(26.87) |
(30.37) |
41.92 |
1,492.87 |
|
| Operating Ability |
Receivables Turnover Ratio |
7.21 | 7.22 |
7.47 |
7.71 |
7.55 |
8.61 |
| Average Collection Period | 50.62 | 50.55 |
48.86 |
47.34 |
48.34 |
42.39 |
|
| Inventory Turnover Ratio | 1.16 | 1.07 |
0.98 |
0.91 |
0.81 |
0.97 |
|
| Payables Turnover Ratio | 10.32 | 11.99 |
12.69 |
14.94 |
19.74 |
28.12 |
|
| Inventory Conversion Period |
314.65 | 341.12 |
372.44 |
401.09 |
450.61 |
376.28 |
|
| Immovable Property, Plant and Equipment Turnover Ratio |
1.26 | 1.17 |
1.13 |
1.10 |
1.31 |
2.10 |
|
| Total Assets Turnover Ratio |
0.24 | 0.23 |
0.23 |
0.23 |
0.19 |
0.15 |
|
| Profitability | Return on Assets (%) | (1.33) | (4.30) |
(5.83) |
(6.56) |
7.15 |
37.29 |
| Return on Equity (%) | (1.96) | (5.56) |
(7.35) |
(8.29) |
8.81 |
43.88 |
|
| Net Profit Before Tax to Paid-up Capital Ratio(%) |
(1.68) | (6.44) |
(8.49) |
(8.28) |
9.45 |
71.10 |
|
| Net Profit Ratio (%) | (6.32) | (19.69) |
(25.74) |
(29.07) |
36.78 |
967.59 |
|
| Earnings per Share (NT$) | (0.23) | (0.65) |
(0.81) |
(0.84) |
0.91 |
6.27 |
|
| Cash Flow (%) | Cash Flow Ratio | (39.58) | (23.35) |
(22.30) |
(19.55) |
1.41 |
41.61 |
| Cash Flow Adequacy Ratio (Note 1) |
(101.60) | (74.79) |
(141.04) | (325.00) | (241.63) | (80.25) |
|
| Cash Reinvestment Ratio | (7.96) | (4.45) | (3.23) |
(2.84) |
0.22 |
3.35 |
|
| Degree of Leverage |
Degree of Operating Leverage |
0.71 | 0.70 |
0.47 |
0.44 |
0.38 |
0.83 |
| Degree of Financial Leverage |
0.96 | 0.97 |
0.96 |
0.96 |
0.96 |
0.99 |
If the financial ratio has increased or decreased by more than 20% in the most recent two years, the explanation is as follows:
-
The increase in the ratio of long-term funds to real estate, plant and equipment was mainly due to the increase in net shareholders' equity and the decrease in net fixed assets in the current period compared with the previous period.
-
The increase in solvency (current ratio, quick ratio, and interest guarantee multiple) was mainly due to the substantial increase in current assets and the slight increase in current liabilities compared with the previous period, the decrease in inventory and prepaid expenses, the current period is an after-tax benefit, the previous period is Loss after tax.
-
The account payable turnover rate increased, mainly due to the decrease in the cost of goods sold in the current period and the end of the period payables compared with the previous period.
-
Profitability (return on assets, return on equity, ratio of net profit before tax to paid-in capital, net profit ratio, and earnings per share) increased, mainly for after-tax benefits in the current period, and after-tax losses in the previous period. Compared with the increase in assets and shareholders' equity at the end of the previous period, interest expenses decreased.
-
Cash flow (cash flow ratio, cash flow fair ratio, cash reinvestment ratio) increased, mainly due to the increase in net cash flow from operating activities in the current period compared with the previous period.
Note 1: The financial information for the year ended March 31 of 2021 was reviewed by the accountant.
72
Note: Calculation Formulas
-
Financial Structure
-
(1) Debt Asset Ratio=Total Liabilities/Total Assets
-
(2) Ratio of Long-Term Capital to Immovable Property, Plant and Equipment= (Total Equity+Non-Current Liabilities)/ Net Amount of Immovable Property, Plant and
Equipment
-
Debt-Paying Ability
-
(1) Liquid Ratio =Liquid Assets/Liquid Liabilities
-
(2) Quick Ratio = (Liquid Assets-Inventory-Upfront Fees)/Liquid Liabilities
-
(3) Interest Protection Multiples= Profit before Income Tax and Interest Expense / Interest Expense of This Period
-
Operating Ability
-
(1) Receivables (Including Receivables and Notes Receivable from Operating Activities) Turnover Ratio=Net Sales/Balance of Average Receivables of Each Period (Including Receivables and Notes Receivable from Operating Activities)
-
(2) Average Collection Period =365/Receivables Turnover Ratio
-
(3) Inventory Turnover Ratio= Cost of Sales/Average Inventory
-
(4) Payables (Including Payables and Notes Payable from Operating Activities) Turnover Ratio= Cost of Sales /Balance of Average Payables of Each Period (Including Payables and Notes Payable from Operating Activities)
-
(5) Inventory Conversion Period=365/Inventory Turnover Ratio
-
(6) Ratio of Long-Term Capital to Immovable Property, Plant and Equipment= (Total
-
Equity+Non-Current Liabilities)/Net amount of Immovable Property, Plant and Equipment
-
(7) Total Assets Turnover Ratio=Net Sales/Total Assets
-
Profitability
-
(1) Return on Assets= [Profit and Loss After Tax+ Interest Expense*(1-Tax Rate)]/Average Total Assets
-
(2) Return on Equity=Profit and Loss After Tax/Average Net Shareholders’ Equity
-
(3) Net Profit Ratio =Profit and Loss After Tax/Net Sales
-
(4) Earnings per Share= (Profit And Loss Attributable to the owners of the parent
company -Dividend on Preferred Stock)/Weighted Average Outstanding Shares
-
Cash Flow
-
(1) Cash Flow Ratio= Cash Flow from Operating Activities /Liquid Liabilities
-
(2) Cash Flow Adequacy Ratio= Cash Flow from Operating Activities of the last 5 years/ (Capital Expenditure+ Inventory Increase +Cash Dividend) of the last 5 years
-
(3) Cash Reinvestment Ratio= (Cash Flow from Operating Activities -Cash Dividend)/ (Gross Amount of Immovable Property, Plant and Equipment + Permanent Investment
-
+Other Non-liquid Assets+ Working Capital)
-
Degree of Leverage
-
(1) Degree of Operating Leverage= (Net Operating Revenue- Variable Operating Costs and Expenses)/Operating Profit
-
(2) Degree of Financial Leverage=Operating Profit/ (Operating Profit-Interest Expense)
73
ii. Financial Analysis (Individual Financial Report) - International Financial Reporting Standards
| Standards | Standards | ||||||
|---|---|---|---|---|---|---|---|
| Year Item (Note 2) |
Recent 5 Years of Financial Status | Till 2021/3/31 (Not Applicable) |
|||||
| 2016 | 2017 | 2018 | 108年 (Re-Edit) |
2020 | |||
| Financial Structure (%) |
Liability-Asset Ratio | 10.66 | 7.86 |
4.11 |
4.60 |
6.15 |
- |
| Ratio of Long-Term Capital to Immovable Property, Plant and Equipment |
1,374.35 |
1,365.37 |
1,347.81 | 1,309.70 |
1,530.35 |
- |
|
| Debt-Paying Ability |
Liquidity Ratio (%) | 344.53 | 484.55 |
562.84 |
751.26 |
548.04 |
- |
| Quick Ratio (%) | 207.49 | 297.25 |
407.84 |
692.27 |
528.46 |
- |
|
| Interest Protection Multiples | (7.35) | (50.10) |
(156.09) | (427.45) |
147.74 |
- |
|
| Operating Ability |
Receivables Turnover Ratio |
4.92 | 4.55 |
4.54 |
4.78 |
4.47 |
- |
| Average Collection Period | 74.18 | 85.48 |
80.21 |
76.35 |
81.65 |
- |
|
| Inventory Turnover Ratio | 10.50 | 9.37 |
9.35 |
6.90 |
6.09 |
- |
|
| Payables Turnover Ratio | 28.83 | 46.72 |
83.38 |
56.97 |
15.92 |
- |
|
| Inventory Conversion Period | 34.76 | 38.95 |
39.03 |
52.89 |
59.93 |
- |
|
| Immovable Property, Plant and Equipment Turnover Ratio |
2.38 | 1.61 |
1.10 |
0.98 |
0.78 |
- |
|
| Total Assets Turnover Ratio | 0.15 | 0.11 |
0.08 |
0.07 |
0.05 |
- |
|
| Profitability | Return on Assets (%) | 5.66 | (4.96) |
(6.87) |
(7.92) |
8.38 |
- |
| Return on Equity (%) | 6.75 | (5.56) |
(7.35) |
(8.29) |
8.81 |
- |
|
| Net Profit Before Tax to Paid-up Capital Ratio(%) |
8.41 | (6.42) |
(8.54) |
(8.49) |
9.33 |
- |
|
| Net Profit Ratio (%) | 36.48 | (45.63) |
(88.76) |
(111.08) |
156.39 |
- |
|
| Earnings per Share (NT$) | 0.80 | (0.65) |
(0.81) |
(0.84) |
0.91 |
- |
|
| Cash Flow (%) | Cash Flow Ratio | (55.31) | (97.33) |
(193.25) | (35.77) |
(15.90) |
- |
| Cash Flow Adequacy Ratio (Note 1) |
(133.28) | (147.36) |
(251.89) | (741.62) |
(624.83) |
- |
|
| Cash Reinvestment Ratio | (7.09) | (5.53) |
(5.77) |
(0.77) |
(0.62) |
- |
|
| Degree of Leverage |
Degree of Operating Leverage |
0.90 | 0.87 |
2.96 |
0.83 |
0.94 |
- |
| Degree of Financial Leverage |
1.22 | 0.95 |
0.98 |
0.99 |
0.98 |
- |
If the financial ratio has increased or decreased by more than 20% in the most recent two years, the explanation is as follows:
-
The increase in the ratio of liabilities to assets was mainly due to the increase in the ratio of liabilities in the current period compared with the previous period, which was higher than the increase in total assets.
-
The decrease in solvency current ratio and quick ratio and the increase in interest guarantee multiples were mainly due to the increase in current assets, current liabilities and interest expenses, and the decrease in inventory and prepaid expenses compared with the previous period. The current period is an after-tax benefit, and the previous period is a tax. After the loss.
-
The turnover rate of accounts payable decreased, mainly due to the decrease in the cost of goods sold in the current period compared with the previous period and the increase in the accounts payable at the end of the period.
-
Profitability (return on assets, return on equity, ratio of net profit before tax to paid-in capital, net profit ratio and earnings per share) increased, mainly for after-tax benefits in the current period, and after-tax losses in the previous period. Compared with the end of the previous period, assets and shareholders’ equity at the end of the period increased.
-
Cash flow (cash flow ratio, cash flow fair ratio, cash reinvestment ratio) increased, mainly due to the increase in net cash flow from operating activities during the current period.
74
Note: Calculation Formulas
-
Financial Structure
-
(1) Debt Asset Ratio=Total Liabilities/Total Assets
-
(2) Ratio of Long-Term Capital to Immovable Property, Plant and Equipment= (Total Equity+Non-Current Liabilities)/ Net Amount of Immovable Property, Plant and
Equipment
-
Debt-Paying Ability
-
(1) Liquid Ratio =Liquid Assets/Liquid Liabilities
-
(2) Quick Ratio = (Liquid Assets-Inventory-Upfront Fees)/Liquid Liabilities
-
(3) Interest Protection Multiples= Profit before Income Tax and Interest Expense / Interest Expense of This Period
-
Operating Ability
-
(1) Receivables (Including Receivables and Notes Receivable from Operating Activities) Turnover Ratio=Net Sales/Balance of Average Receivables of Each Period (Including Receivables and Notes Receivable from Operating Activities)
-
(2) Average Collection Period =365/Receivables Turnover Ratio
-
(3) Inventory Turnover Ratio= Cost of Sales/Average Inventory
-
(4) Payables (Including Payables and Notes Payable from Operating Activities) Turnover Ratio= Cost of Sales /Balance of Average Payables of Each Period (Including Payables and Notes Payable from Operating Activities)
-
(5) Inventory Conversion Period=365/Inventory Turnover Ratio
-
(6) Ratio of Long-Term Capital to Immovable Property, Plant and Equipment= (Total
-
Equity+Non-Current Liabilities)/Net amount of Immovable Property, Plant and Equipment
-
(7) Total Assets Turnover Ratio=Net Sales/Total Assets
-
Profitability
-
(1) Return on Assets= [Profit and Loss After Tax+ Interest Expense*(1-Tax Rate)]/Average Total Assets
-
(2) Return on Equity=Profit and Loss After Tax/Average Net Shareholders’ Equity
-
(3) Net Profit Ratio =Profit and Loss After Tax/Net Sales
-
(4) Earnings per Share= (Profit And Loss Attributable to the owners of the parent
company -Dividend on Preferred Stock)/Weighted Average Outstanding Shares
-
Cash Flow
-
(1) Cash Flow Ratio= Cash Flow from Operating Activities /Liquid Liabilities
-
(2) Cash Flow Adequacy Ratio= Cash Flow from Operating Activities of the last 5 years/ (Capital Expenditure+ Inventory Increase +Cash Dividend) of the last 5 years
-
(3) Cash Reinvestment Ratio= (Cash Flow from Operating Activities -Cash Dividend)/ (Gross Amount of Immovable Property, Plant and Equipment + Permanent Investment
-
+Other Non-liquid Assets+ Working Capital)
-
Degree of Leverage
-
(1) Degree of Operating Leverage= (Net Operating Revenue- Variable Operating Costs and Expenses)/Operating Profit
-
(2) Degree of Financial Leverage=Operating Profit/ (Operating Profit-Interest Expense)
75
6.3 The Audit Committee’s Audit Report of the Financial Report
The Audit Committee’s Audit Report
The board of directors produced the company's 2020 business report, financial statements and loss appropriation proposal. Among them, the financial statements have been checked by accountants Hsieh Ming-Chung and Su Yu-Hsiu from Deloitte & Touche appointed by the board of directors, and a check report has been issued.
The business report, financial statement and loss appropriation proposal mentioned above have been verified by the Audit Committee and found to be in compliance with the relevant laws and regulations of the Company Law, and are reported in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
Best Regards,
EVERSPRING INDUSTRY CO., LTD.
Convener of the Audit Committee: Li Bishu
2021/3/24
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6.4 Financial Statements in Recent Years and Accountant Audit Report
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, 2020 and 2019, 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, 2020 and 2019, 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 he 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, 2020. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide as separate opinion on these matters.
Key audit maters for the Company’s parent company only financial statements for the year ended December 31, 2020 are stated as follows:
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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. The authenticity of recognized operating revenue holds significant impact on the independent financial statements, because the sales revenue of smart home security control systems, smart lighting fixtures and smart sensors are listed as key audit items.
In response to the above important matters, the auditor performs the main inspection procedures as follows:
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To understand 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 smart home security control systems, smart lighting fixtures and smart sensors in the year 2020, 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 Dec.31,2019 of PHASE ELECTRONICS (UK) LTD. were reviewed by other auditors. Therefore, the auditor’s opinion on the above Financial Statements is related to these investee companies. The investment using the equity method and the investment gains and losses using the equity method are recognized based on the audit reports of other auditors. On Dec.31,2019, the amount of investment in PHASE ELECTRONICS (UK) LTD. using the equity method was NT$ 1,298,000, accounting for 0% of total assets and liabilities. In the year ended Dec.31,2019, the investment loss of these investee companies was NT$ 3,546,000, accounting for 2% of the pre-tax loss.
In addition, in the attached Financial Statements, the Financial Statements of the investee company Medigen Biotechnology Corporation the evaluated by the equity method in the year ended Dec.31,2020 and 2019 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 Dec.31,2020 and 2019 was NT$ 414,728,000 and NT$ 379,164,000, respectively, accounting for 17% of the total assets. The share of losses of related companies recognized by the equity method of other investee companies was NT$ 34,806,000 and NT$ 27,833,000, accounting for (17) % and 16% of the net profit (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
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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.
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.
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We communicate with those charged with governance regarding, among other matters, the
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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
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relationships and other matters that many reasonably be thought to bear on our independence, and where applicable, related safeguards.
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, 2020, 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 FSAC Approval Number:No. Financial-Supervisory-Securities-Auditing1000028068
Yu-shiou Su FSAC Approval Number:No. Financial-Supervisory-Securities-Auditing-10 40024195
March 24, 2021
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EVERYSPRING INDUSTRY CO., LTD PARENT COMPANY ONLY BALANCE SHEET DECEMBER 31 2020 & 2019
| EVERYSPRING INDUSTRY CO., LTD PARENT COMPANY ONLY BALANCE SHEET DECEMBER 31 2020 & 2019 |
EVERYSPRING INDUSTRY CO., LTD PARENT COMPANY ONLY BALANCE SHEET DECEMBER 31 2020 & 2019 |
EVERYSPRING INDUSTRY CO., LTD PARENT COMPANY ONLY BALANCE SHEET DECEMBER 31 2020 & 2019 |
EVERYSPRING INDUSTRY CO., LTD PARENT COMPANY ONLY BALANCE SHEET DECEMBER 31 2020 & 2019 |
EVERYSPRING INDUSTRY CO., LTD PARENT COMPANY ONLY BALANCE SHEET DECEMBER 31 2020 & 2019 |
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|---|---|---|---|---|---|
| Code 1100 1110 1120 1160 1170 1180 1200 1210 1220 130X 1479 11XX 1510 1517 1550 1600 1760 1840 1821 1915 1920 1975 1990 15XX 1XXX CODE 2100 2130 2170 2180 2219 2220 2230 2320 2399 21XX 2540 2570 2645 2650 25XX 2XXX 3110 3200 3320 3350 3300 3410 3420 3400 3XXX |
Unit: In thousands of New Taiwan Dollars December 31,2020 December 31, 2019 (After re-edition)ASSETS Amount %Amount %Current Assets Cash & Cash Equivalents (Note 6)$ 190,900 7 $ 167,881 8 Financial Assets at fair (value through profit or loss (Note 7)225,583 9 61,935 3 Financial assets at fair value through other comprehensive income-current (Note8 )188 - 186 - Notes receivable-net from related parties (Note 26)- - 5 - Account receivable, net (Note 9)16,952 1 22,719 1 Account receivable-net from related parties (Note 26)5,587 - 10,616 - other accounts receivable (Note 9)475 - 349 - other accounts receivable-from related parties (Note 26)71,104 3 71,436 3 Income tax assets for the current period (Note 22)- - 254 - Inventories (Note 10)16,464 1 18,703 1 Other current assets-others (Note 14)2,463 - 21,590 1 Total current assets 529,716 21 375,674 17 Non-current assets Financial assets at fair value through profit & loss-noncurrent (Note 7)991 - 1,632 - Financial assets at fair value through other comprehensive income –noncurrent (Note 8 )21,849 1 15,526 1 Investment accounted for using the equity method (Note 11)1,469,613 59 1,295,664 59 Property, plant and equipment (Note 12)157,383 6 162,870 8 Not investment property (Note 13)236,210 10 241,354 11 Deferred Income tax assets (Note 22)82,503 3 81,214 4 Other intangible assets 6,513 - 6,838 - Prepaid equipment (Note 14)240 - - - Refundable deposits 76 - 245 - Net defined benefit assets-noncurrent (Note18)- - 2,000 - other non-current assets (Note 14)78 - 90 - Total non-current assets 1,975,456 79 1,807,433 83 Total assets $ 2,505,172 100 $ 2,183,107 100 LIABILITIES AND EQUITY Current liabilities Short-term loans (Note 15)$ 30,000 1 $ 10,100 - contract liabilities –current (Note 20)6,235 - 4,983 - accounts payable (Note 16)1,263 - 1,071 - Accounts payable-related parties (note 26)10,335 1 1,643 - other accounts payable (Notes 17)16,001 1 17,167 1 other accounts payable –related parties (Note 26)203 - 125 - Current income tax liabilities (Note 22)6,153 - 2,406 - Long-term loans due within one year (Note 15)25,160 1 11,619 1 other current liabilities 1,306 - 892 - total current liabilities 96,656 4 50,006 2 Non-current Liabilities Long term loans(Note 15) 54,303 2 48,381 3 Deferred income tax liabilities (Note 22) - - 527 - Guarantee deposits (Note 17) 2,458 - 1,454 - Investment credits by using equity method (Note 11) 728 - - - Total non-current liabilities 57,489 2 50,362 3 Total liabilities 154,145 6 100,368 5 Equity(Note 19) Stock Common stock 2,140,216 86 2,140,216 98 Capital reserve 454,830 18 385,666 17 Retained surplus Special surplus reserve 45,041 2 45,041 2 Undistributed surplus ( 221,237) ( 9) ( 416,242) ( 19) Total retained earnings ( 176,196) ( 7) ( 371,201) ( 17) Other equity Conversion difference in the conversion of financial statements of foreign operating organizations ( 48,974 ) ( 2 ) ( 40,372 ) ( 2 ) Unrealized gains and losses of financial assets measured at fair value through other comprehensive gains and losses ( 18,849) ( 1) ( 31,570) ( 1) Total other equity ( 67,823) ( 3) ( 71,942) ( 3) Total equity 2,351,027 94 2,082,739 95 Total liabilities and equity $ 2,505,172 100 $ 2,183,107 100 The accompanying notes are an integral part of the parent company only financial statements. |
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| Amount $ 167,881 61,935 186 5 22,719 10,616 349 71,436 254 18,703 21,590 375,674 1,632 15,526 1,295,664 162,870 241,354 81,214 6,838 - 245 2,000 90 1,807,433 $ 2,183,107 $ 10,100 4,983 1,071 1,643 17,167 125 2,406 11,619 892 50,006 48,381 527 1,454 - 50,362 100,368 2,140,216 385,666 45,041 416,242) 371,201) 40,372 ) 31,570) 71,942) 2,082,739 $ 2,183,107 |
% |
||||
( ( ( ( ( |
( ( ( ( ( |
8 3 - - 1 - - 3 - 1 1 17 - 1 59 8 11 4 - - - - - 83 100 - - - - 1 - - 1 - 2 3 - - - 3 5 98 17 2 19) 17) 2 ) 1) 3) 95 100 |
Please refer to auditors’ reported provided by Delotte & Touche on March 24, 2021, Taipei Taiwan, R.O.C
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, 2020 AND 2019
Unit: In thousands of NTD except Earnings Per Share
| Code Operating income (Notes 20&26) 4100 Sales Revenue 4800 Other Operating Income 4000 Total Operating Income Operating Expenses(Notes10&26) 5110 Sale Expenses 5800 Other Operating Expenses 5000 Total Operating Expenses 5900 Operating Gross Profit 5910 Realized profit of associate company 5950 Net operating Gross profit Operating expenses(Note 21) 6100 Marketing Expenses 6200 Managing Expenses 6300 Research and Development Expenses 6450 Expected credit impairment 6000 Total operating expenses 6900 Net operating Losses Non-operating income and expenses 7100 Interest Income(Note 21&26 )7010 Other income Notes 21&26 )7020 Other profits and losses (Notes21 )7070 Shares of Recognizing subsidiaries income through equity method |
Year 2020 | Year 2020 | %97 3 100 90 1 91 9 6) 3 9 29 33 - 71 68) 2 18 184 25 |
Year 2019 (after re-edition ) |
Year 2019 (after re-edition ) |
Year 2019 (after re-edition ) |
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|---|---|---|---|---|---|---|---|---|
| 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 |
% |
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( ( |
( ( |
94 6 100 79 - 79 21 1 22 13 27 29 - 69 (47) 2 5 9 ( 79 ) |
( 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 21)7000 Total non-operating income and expenses 7900 Profits Before Tax (loss) 7950 Income tax expenses (Note 228200 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 8311 Remeasurement of Defined Benefit Obligation 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 c Surplus(loss) attributable to shareholders of the company(Note 23) 9750 basis 9850 diluted |
Year 2020 | %1) 228 160 4 156 5 - - 7 ) 5 3 159 |
Year 2019 (after re-edition) | |||||
| Amount 1,361) 284,512 199,719 4,451 195,268 6,325 - 263 ) 8,602 ) 6,396 3,856 $ 199,124 $ 0.91 $ 0.91 |
Amount 424) 101,839) 179,250 ) 1,416 180,666) 1,237 661 534 ) 12,808 ) 11,529 85 $ 180,581) $ 0.84) $ 0.84) |
% |
||||||
| ( ( ( |
( ( |
( ( ( ( ( ( ( ( ( |
( ( ( ( ( |
- 63) 110 ) 1 111) 1 - - 8 ) 7 - 111) |
The accompanying notes are an integral part of the consolidated financial statements (Please refer to the audit report of the Deloitte & Touche on Mar. 24,2021)
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 OF YEAR 2020 AND 2019 (IN THOUSANDS OF New Taiwan Dollars)
| EVERYSPRING INDUSTRY CO., LTD. PARENT COMPANY ONLY STATEMENS OF CHANGES IN EUQITY JANUARY 1~DECEMBER 31 OF YEAR 2020 AND 2019 (IN THOUSANDS OF New Taiwan Dollars) |
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|---|---|---|---|---|
| STOCK Code Common stock A1 BALANCE, JANUARY 1, 2019 $ 2,140,216 Other capital reserve changes :C7 Changes in related parties Recognition of using equity method - D1 Net income in 2019 - D3 Other comprehensive income(loss) in 2019, after income tax - D5 Total comprehensive income (loss) in 2019 - Q1 Disposal of investments in equity instruments at fair value through other comprehensive income - Z1 Balance, December 31, 2019 2,140,216 C7 Changes in equities recognition of associates in using equity method - D1 Net income in 2020 - D3 Other comprehensive income(loss) in 2020, after income tax - D5 Total comprehensive income in 2020 - Z1 Balance, December 31, 2020 $ 2,140,216 Chairman: Chang Tse Ling |
RETAINED EARNINGS Capital reserve legal capital reserve special capital reserve Unappropriated earnings $ 397,345 $ - $ 45,041 ( $ 243,515 ) ( 11,679 ) - - - - - - ( 180,666 ) - - - 127 - - - ( 180,539) - - - 7,812 385,666 - 45,041 ( 416,242 ) 69,164 - - - - - - 195,268 - - - ( 263) - - - 195,005 $ 454,830 $ - $ 45,041 ($ 221,237) The accompanying notes are an integral part of the consolidated financial statements. 。(please refer to auditors’ report issued by Deloitte & Touche on March 24, 2021)General manager: Chang Tse Ling |
Other equityitems Unrealized Gain(Loss) on Financial Assets at fair value Through Other Comprehensive Income Foreign Currency Translation Reserve ( $ 27,564 ) ( $ 36,524 ) - - - - ( 12,808) 12,766 ( 12,808) 12,766 - ( 7,812) ( 40,372 ) ( 31,570 ) - - - - ( 8,602) 12,721 ( 8,602) 12,721 ($ 48,974) ($ 18,849) Accounting supervisor: Li Hsiu Ting |
Total equity | |
| ( ( ( ( ( ( ( |
( ( ( |
$ 2,274,999 11,679 ) 180,666 ) 85 180,581) - 2,082,739 69,164 195,268 3,856 199,124 $ 2,351,027 |
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EVERSPRING INDUSTRY CO., LTD & SUBSIDIARIES Parent company only Statements of Cash Flows From Jan.1 to Dec. 31 2019 & 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 A20300Expected credit impairment A20400Loss (gain) 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 A22500Disposal of loss of property, plant and equipment A23100 Disposal of investment interests A23200 Disposal of investment interests using the equity method A22800 Loss of disposal of intangible assets A23700 Stock depreciation and stagnation loss (returnprofit )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 A31160Accounts receivable-related parties A31180 Other accounts receivables A31190Other 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) |
Year 2020 $ 199,719 10,989 1,191 58 ( 130,083 ) 1,361 ( 2,139 ) ( 21 ) ( 31,798 ) - ( 57,211 ) ( 55,665 ) 423 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 |
Year 2019 (after re-edition) |
|---|---|---|
| ( $ 179,250 ) 13,510 1,373 31 18,165 3,137 ( 2,959 ) ( 20 ) 127,745 83 - ( 44,227 ) 120 ( 1,976 ) ( 557 ) 6 ( 5 ) 1,279 - ( 85 ) 4,724 1,794 42,877 146 ( 11,789 ) 63 857 ( 6,092 ) ( 23 ) 892 |
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( Continued from the previous page )
| Code A33000 Cash generated from operations A33300 Interest paid A33500 income tax paid AAAANet cash inflow from operating activities Cash Flows from Investing Activities B00700 Financial assets measured at fair value through profit and loss, capital reduction and return of shares B00030Financial assets measured at fair value Through other comprehensive gains and losses B00050 Disposal of financial assets measured at amortized cost B00100 financial assets measured at fair value through profit and loss B01800 Obtain long-term equity investment using the equity method B01900Disposal of long-term equity investments using the equity method B00200Disposal of financial assets measured at fair value through profit or loss B02700 Purchase property, plant & equipment B03800Decrease of guarantee deposits (increase) B04500 acquired intangible assets B07500 Interests received B07600 Dividends received B07700 Receive dividends from subsidiaries, affiliates and joint ventures B09900 Increase in other current assets BBBBNet cash inflow from investing activities Cash flow from financing activities C00100 Increase in short-term borrowing C01300 Repay long-term loans C01600 Long-term loans C03100Guarantee Increase (decrease) in deposits CCCCNet cash inflow from financing activities EEEE Increase in cash and cash equivalents E00100Cash and cash equivalents at the beginning of the year E00200Balance of cash and cash equivalents at the end of the year |
Year 2020 ( 11,489 ) ( 1,618 ) ( 2,266) ( 15,373) 126 - - ( 67,139 ) ( 83,042 ) 45,875 91,300 ( 358 ) 169 ( 1,289 ) 2,139 21 10,451 ( 228) ( 1,975) 19,900 ( 11,648 ) 31,111 1,004 40,367 23,019 167,881 $ 190,900 |
Year 2019 (after re-edition) |
|---|---|---|
| ( 30,181 ) ( 2,966 ) 23 ( 33,124) - 696 22,000 - - 38,969 - ( 491 ) ( 169 ) ( 482 ) 2,959 20 514 445 64,461 10,100 - 26,674 ( 1,364) 35,410 66,747 101,134 $ 167,881 |
The accompanying notes are an integral part of the consolidated financial statements (Please refer to the audit report of the Deloitte & Touche on Mar. 24,2021)
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, 2020 AND 2019
(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 24, 2021.
- 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)
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Except for the following, the initial application of the amendments to the IFRSs endorsed and issued into effect by the FSC did not have a significant impact on the Company’s accounting policies:
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Amendments to IAS 1 and IAS 8 on the “definition of material” The Company adopted the amendments starting from January 1, 2020. The threshold of materiality that could influence users has been changed to “could reasonably be expected to influence”. Accordingly, disclosures in the consolidated financial statements do not include immaterial information that may obscure material information.
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- b. The IFRSs endorsed by the FSC for application starting from 2021
Effective Date New, Revised or Amended Standards and Interpretations Announced by IASB Amendments to IFRS 4 “Extension of the Temporary Effective immediately upon Exemption from Applying IFRS 9” promulgation by the IASB Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 January 1, 2021 “Interest Rate Benchmark Reform - Phase 2” Amendment to IFRS 16 “Covid-19-related Rent June 1, 2020 Concessions”
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
E f f e c t i v e D a t e I s s u e d New, Revised or Amended Standards and Interpretations by IASB ( Note 1 ) Annual Improvements to IFRS Standards 2018–2020 January 1, 2022 (Note 2) Amendments to IFRS 3 “Reference to the Conceptual Framework” January 1, 2022 (Note 3) 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 IAS 1 “Classification of Liabilities as Current January 1, 2023 or Noncurrent” Amendments to IAS 1 “Disclosure of Accounting Policies” January 1, 2023 (Note 6) Amendments to IAS 8 “Definition of Accounting Estimates” January 1, 2023 (Note 7) Amendments to IAS 16 “Property, Plant and Equipment – January 1, 2022 (Note 4) Proceeds before Intended Use” Amendments to IAS 37 “Onerous Contracts–Cost of Fulfilling a January 1, 2022 (Note 5) Contract”
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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 to IFRS 9 will be applied prospectively to modifications and exchanges of financial liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 “Agriculture” will be applied prospectively to the fair value measurements on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 “First-time Adoptions of IFRSs” will be applied retrospectively for annual reporting periods beginning on or after January 1, 2022.
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Note 3: 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 4: 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 5: The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.
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Note 6: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.
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Note 7: 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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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 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;
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(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;
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(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
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(5) The accounting is complex and users of the financial statements would otherwise not understand those material transactions, other events or conditions.
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Amendments to IAS 8 “Definition of Accounting Estimates” 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.
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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”).
- (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:
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1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
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2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
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3) Level 3 inputs are unobservable inputs for an asset or liability.
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:
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Assets held primarily for the purpose of trading;
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Assets expected to be realized within 12 months after the reporting period; and
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Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.
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Current liabilities include:
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Liabilities held primarily for the purpose of trading;
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Liabilities due to be settled within 12 months after the reporting period and
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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
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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 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 are re-attributed to non-controlling interests of the subsidiary and are not recognized in profit or loss. For all other partial disposals, the proportionate share of the accumulated 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
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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 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
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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 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.
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(10) Intangible assets
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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.
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2) Derecognition of intangible assets
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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 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.
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i. Financial assets at FVTPL.
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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.
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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 25.
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ii. Financial assets at amortized
Financial assets that meet the following conditions are subsequently
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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 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
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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 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.
Repurchase of Everspring’s own equity instruments is recognized in and deducted directly from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issuance or cancellation of Everspring’s own equity instruments.
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
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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 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.
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- 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 (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 (asset) represents the actual deficit (surplus) in the Company’s defined benefit plan. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.
(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.
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3) Current and deferred taxes for the year
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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
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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 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
| CASH AND CASH EQUIVALENTS | ||
|---|---|---|
| Cash on hand Checking accounts and cash in bank Cash equivalents Time deposits with original maturities less than 3 months Bonds with repurchase agreements The market rate intervals of cash in Bank balance Fixed deposits Bonds with repurchase agreements |
December 31,2020 December 31,2019 $ 406 $ 432 145,412 114,480 - 29,980 45,082 22,989 $ 190,900 $ 167,881 the bank at the end of the year were as follows: December31,2020 December31,2019 0.01%~0.05% 0.001%~0.33% -% 2.18% 0.25% 0.45% |
December 31,2019 |
| 0.001%~0.33% 2.18% 0.45% |
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7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
December 31, 2020 December 31, 2019
Financial assets - Current Mandatorily measured at FVTPL Non-derivative financial assets - Domestic listed shares $ 225,583 $ 61,935 Financial assets – Non-current Mandatorily measured at FVTPL Non-derivative financial assets - Mutual funds $ 991 $ 1,632
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As December 31, 2020, the Company acquired $67,139,000 dollars of domestic listed shares of the financial assets – current which mandatorily measured at FVTPL. And the Company sold $34,089 thousand dollars of domestic listed shares with the disposal price $91,300,000 dollars. The gain of investment is $57,211,000 dollars. As December 31, 2020, the financial assets – non-current with mandatorily measured at FVTPL is $126,000 dollars.
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As December 31, 2020 and 2019, the financial asset at fair value through profit or loss is $130,083,000 dollars and ($18,165) thousand dollars respectively.
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FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
December 31, 2020 December 31, 2019 Current Domestic investment Listed and emerging shares Fubon Financial Holding Co., Ltd. (Ordinary share) $ 188 $ 186 Non-current Domestic investment Unlisted shares Benetop Technology Co., Ltd. (Ordinary share) $ 373 $ 383 Eleceram Technology Co., Ltd. (Ordinary share) 21,476 15,143 $ 21,849 $ 15,526
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.
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| 9. | NOTES RECEIVABLE, TRADE RECEIVABLES AND OTHER RECEIVABLES December 31,2020 December 31,2019 Notes receivable Notes receivable -Related parties$ - $ 5 Trade receivables At amortized cost Carrying amount -Non-Related Parties $ 17,095 $ 22,804 Carrying amount -RelatedParties 5,587 10,616 Less: Allowance for impairment loss ( 143) ( 85) $ 22,539 $ 33,335 Other receivables $ 475 $ 349 Other receivables -Related Parties $ 71,104 $ 71,436 |
NOTES RECEIVABLE, TRADE RECEIVABLES AND OTHER RECEIVABLES December 31,2020 December 31,2019 Notes receivable Notes receivable -Related parties$ - $ 5 Trade receivables At amortized cost Carrying amount -Non-Related Parties $ 17,095 $ 22,804 Carrying amount -RelatedParties 5,587 10,616 Less: Allowance for impairment loss ( 143) ( 85) $ 22,539 $ 33,335 Other receivables $ 475 $ 349 Other receivables -Related Parties $ 71,104 $ 71,436 |
NOTES RECEIVABLE, TRADE RECEIVABLES AND OTHER RECEIVABLES December 31,2020 December 31,2019 Notes receivable Notes receivable -Related parties$ - $ 5 Trade receivables At amortized cost Carrying amount -Non-Related Parties $ 17,095 $ 22,804 Carrying amount -RelatedParties 5,587 10,616 Less: Allowance for impairment loss ( 143) ( 85) $ 22,539 $ 33,335 Other receivables $ 475 $ 349 Other receivables -Related Parties $ 71,104 $ 71,436 |
NOTES RECEIVABLE, TRADE RECEIVABLES AND OTHER RECEIVABLES December 31,2020 December 31,2019 Notes receivable Notes receivable -Related parties$ - $ 5 Trade receivables At amortized cost Carrying amount -Non-Related Parties $ 17,095 $ 22,804 Carrying amount -RelatedParties 5,587 10,616 Less: Allowance for impairment loss ( 143) ( 85) $ 22,539 $ 33,335 Other receivables $ 475 $ 349 Other receivables -Related Parties $ 71,104 $ 71,436 |
NOTES RECEIVABLE, TRADE RECEIVABLES AND OTHER RECEIVABLES December 31,2020 December 31,2019 Notes receivable Notes receivable -Related parties$ - $ 5 Trade receivables At amortized cost Carrying amount -Non-Related Parties $ 17,095 $ 22,804 Carrying amount -RelatedParties 5,587 10,616 Less: Allowance for impairment loss ( 143) ( 85) $ 22,539 $ 33,335 Other receivables $ 475 $ 349 Other receivables -Related Parties $ 71,104 $ 71,436 |
|---|---|---|---|---|---|
Notes receivable Notes receivable -Related partiesTrade receivables At amortized cost Carrying amount -Non-Related Parties Carrying amount -RelatedParties Less: Allowance for impairment loss Other receivables Other receivables -Related Parties |
December 31,2020 $ - $ 17,095 5,587 ( 143) $ 22,539 $ 475 $ 71,104 |
||||
( |
( |
$ 5 $ 22,804 10,616 85) $ 33,335 $ 349 $ 71,436 |
The Company applies the simplified approach prescribed by IFRS 9 to measure 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, 2020
| December 31, 2020 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
Expected credit loss rate Gross carrying amount Loss allowance (lifetime ECLs) |
Not Past Due | Less than 90 Days |
91 to 180 Days |
181 to 330 Days |
More than 330 Days |
Total | |||
( |
0%~0.84% $ 22,667 143) |
0%~7.59% $ 15 - |
5.47%~10.59 % $ - - |
9.80%~15.6% $ - - |
11.73%~100% $ - - |
( |
$ 22,682 143) |
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| Amortized cost |
$ | 22,524 |
$ | 15 | $ | - | $ | - | $ | - |
$ | 22,539 |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2019 | ||||||||||||||||
| Less than | 90 | 91 to 180 | 181 to 330 | More than 330 | ||||||||||||
| Not | Past Due | Days | Days | Days | Days | Total | ||||||||||
| Expected credit loss | 1.46%~10.58 | |||||||||||||||
| rate | 0% |
1.73%~3.73% | % |
2.61%~5.65% | 11.49%~100% | |||||||||||
| Gross carrying amount |
$ | 28,656 |
$ | 4,769 | $ | - | $ | - | $ | - |
$ | 33,425 |
||||
| Loss allowance | ||||||||||||||||
| (lifetime ECLs) |
- |
( | 85 | ) |
- | - | - |
( | 85) | |||||||
| Amortized cost |
$ | 28,656 |
$ | 4,684 | $ | - | $ | - | $ | - |
$ | 33,340 |
||||
| The movements of | the loss | allowance | of trade | receivables were as follows: | ||||||||||||
| December | 31, | 2020 | December | 31,2019 | ||||||||||||
| Balance at January 1 | $ | 85 | $ | 54 | ||||||||||||
| Add: Net remeasurement of loss | ||||||||||||||||
| allowance | 58 | 31 | ||||||||||||||
| Balance at December 31 | $ | 143 | $ | 85 |
10. INVENTORIES
| VENTORIES | |||
|---|---|---|---|
| Finished goods and merchandise Raw materials and spare parts Overhead Used in Construction |
December31,2020 $ 4,029 2,057 6,086 10,378 $ 16,464 |
December31,2019 | |
| $ 3,302 4,561 7,863 10,840 $ 18,703 |
The allowance for inventory valuation losses for the years ended December 31, 2020 and 2019 was NT$14,935,000 and NT$17,980,000, respectively.
The cost of inventories recognized as cost of goods sold for the year ended December 31, 2020 and 2019 included reversal of inventory write-downs of NT$4,717,000 and (NT$1,976) thousand, respectively.
The cost of inventories recognized as cost of goods sold for the years ended December 31, 2020 and 2019 was NT$113,891,000 and NT$128,406,000, respectively.
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| 11. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD December31,2020 December31,2019 Subsidiaries $ 1,054,885 $ 916,500 Associates 414,728 379,164 $ 1,469,613 $ 1,295,664 a. Investments in subsidiaries December31,2020 December31,2019 Unlisted Company EVERSPRING INDUSTRY (S) PTE LTD. (”(S) EVERSPRING”) $ 319,660 $ 290,488 EVERSPRING TECH USA, INC. (”USA EVERSPRING”) 4,545 3,815 WORLDTREND CO., LTD. (”WORLDTREND”) 304,309 257,101 UNINN TECHNOLOGY CO., LTD. (”UNINN”) 353,009 290,652 TUNG SHENG DEVELOPMENT CORPORATION (”TUNG SHENG”) 73,362 73,146 PHASE ELECTRONICS (UK) LTD. (”PHASE ELECTRONICS”) ( 728) 1,298 1,054,157 916,500 Add: Long-term investment loan transfer to other liabilities 728 - $ 1,054,885 $ 916,500 |
11. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD December31,2020 December31,2019 Subsidiaries $ 1,054,885 $ 916,500 Associates 414,728 379,164 $ 1,469,613 $ 1,295,664 a. Investments in subsidiaries December31,2020 December31,2019 Unlisted Company EVERSPRING INDUSTRY (S) PTE LTD. (”(S) EVERSPRING”) $ 319,660 $ 290,488 EVERSPRING TECH USA, INC. (”USA EVERSPRING”) 4,545 3,815 WORLDTREND CO., LTD. (”WORLDTREND”) 304,309 257,101 UNINN TECHNOLOGY CO., LTD. (”UNINN”) 353,009 290,652 TUNG SHENG DEVELOPMENT CORPORATION (”TUNG SHENG”) 73,362 73,146 PHASE ELECTRONICS (UK) LTD. (”PHASE ELECTRONICS”) ( 728) 1,298 1,054,157 916,500 Add: Long-term investment loan transfer to other liabilities 728 - $ 1,054,885 $ 916,500 |
11. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD December31,2020 December31,2019 Subsidiaries $ 1,054,885 $ 916,500 Associates 414,728 379,164 $ 1,469,613 $ 1,295,664 a. Investments in subsidiaries December31,2020 December31,2019 Unlisted Company EVERSPRING INDUSTRY (S) PTE LTD. (”(S) EVERSPRING”) $ 319,660 $ 290,488 EVERSPRING TECH USA, INC. (”USA EVERSPRING”) 4,545 3,815 WORLDTREND CO., LTD. (”WORLDTREND”) 304,309 257,101 UNINN TECHNOLOGY CO., LTD. (”UNINN”) 353,009 290,652 TUNG SHENG DEVELOPMENT CORPORATION (”TUNG SHENG”) 73,362 73,146 PHASE ELECTRONICS (UK) LTD. (”PHASE ELECTRONICS”) ( 728) 1,298 1,054,157 916,500 Add: Long-term investment loan transfer to other liabilities 728 - $ 1,054,885 $ 916,500 |
11. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD December31,2020 December31,2019 Subsidiaries $ 1,054,885 $ 916,500 Associates 414,728 379,164 $ 1,469,613 $ 1,295,664 a. Investments in subsidiaries December31,2020 December31,2019 Unlisted Company EVERSPRING INDUSTRY (S) PTE LTD. (”(S) EVERSPRING”) $ 319,660 $ 290,488 EVERSPRING TECH USA, INC. (”USA EVERSPRING”) 4,545 3,815 WORLDTREND CO., LTD. (”WORLDTREND”) 304,309 257,101 UNINN TECHNOLOGY CO., LTD. (”UNINN”) 353,009 290,652 TUNG SHENG DEVELOPMENT CORPORATION (”TUNG SHENG”) 73,362 73,146 PHASE ELECTRONICS (UK) LTD. (”PHASE ELECTRONICS”) ( 728) 1,298 1,054,157 916,500 Add: Long-term investment loan transfer to other liabilities 728 - $ 1,054,885 $ 916,500 |
|---|---|---|---|
December31,2020 $ 1,054,885 414,728 $ 1,469,613 December31,2020 $ 319,660 4,545 304,309 353,009 73,362 ( 728) 1,054,157 728 $ 1,054,885 |
|||
| $ 916,500 379,164 $ 1,295,664 December31,2019 |
|||
( |
$ 290,488 3,815 257,101 290,652 73,146 1,298 916,500 - $ 916,500 |
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The following table shows the Company’s proportion of ownership and voting right of associates at the end of the reporting date:
| (S) EVERSPRING USA EVERSPRING WORLDTREND UNINN TUNG SHENG PHASE ELECTRONICS |
December31,2020 100.00% 94.55% 95.36% 100.00% 27.88% 100.00% |
December31,2019 |
|---|---|---|
| 100.00% 94.55% 95.36% 100.00% 27.88% 100.00% |
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 year 2020 of PHASE ELECTRONICS, EVERSPRING TECH USA, INC. and the financial statements year 2019 of Everspring Lubricant were not review by auditor because of their capital and revenue were not significant. Only the financial statements year 2019 of PHASE ELECTRONICS (UK) LTD was reviewed by other auditors. The financial statement of other subsidiaries have been reviewed. Management agree that there is no material impact for the above mentioned subsidiaries whose financial statement were not review by auditor.
b. Investments in associates
| estments in associates | ||
|---|---|---|
| Material associates Medigen Biotechnology Corporation (“Medigen”) Material associates N a m e o f A s s o c i a t e Medigen |
December31,2020 December31,2019 $ 414,728 $ 379,164 % of Ownership and Voting Rights Held by theCompany |
December31,2019 |
| December 31,2020 10.14% |
December 31,2019 | |
| 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 audite.
Fair values (Level 1) of investments in associates with available published price quotation are summarized as follows
Name of Associate December 31, 2020 December 31, 2019
104
Medigen Biotechnology Corporation $ 834,328
$ 928,108
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 31,2020 $ 483,438 2,143,970 ( 383,840 ) ( 428,150) $ 1,815,418 10.14% $ 184,166 ( 40,426 ) 306,320 ( 35,332) $ 414,728 YEAR 2020 $ 41,845 ( $ 337,923 ) ( 24,430) ($ 362,353) |
December 31,2019 |
|---|---|---|
| $ 246,776 1,761,313 ( 221,742 ) ( 425,238) $ 1,361,109 10.14% $ 148,602 ( 40,426 ) 306,320 ( 35,332) $ 379,164 YEAR 2019 |
||
| $ 122,907 ( $ 255,719 ) 63,188 ($ 192,531) |
105
12. PROPERTY, PLANT AND EQUIPMENT
| Cost Balance at January 1, 2019 Additions Disposals Balance at December 31, 2019 Accumulated depreciation and impairment Balance at January 1, 2019 Disposals Depreciation Balance at December 31, 2019 Carrying amounts at December 31, 2019 Cost Balance at January 1, 2020 Additions Disposals Balance at December 31, 2020 Accumulated depreciation and impairment Balance at January 1, 2020 Disposals Depreciation Balance at December 31, 2020 Carrying amounts at December 31, 2020 |
Land | Building | Machinery and Equipment |
Office Equipment |
Molding Equipment |
Other Equipment |
TOTAL | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| $ 99,019 - - $ 99,019 $ - - - $ - $ 99,019 $ 99,019 - - $ 99,019 $ - - - $ - $ 99,019 |
$ 138,940 - ( 1,770) $ 137,170 $ 70,573 ( 1,770 ) 5,887 $ 74,690 $ 62,480 $ 137,170 252 ( 5,945) $ 131,477 $ 74,690 ( 5,945 ) 5,348 $ 74,093 $ 57,384 |
$ 3,547 - ( 2,067) $ 1,480 $ 2,627 ( 1,987 ) 436 $ 1,076 $ 404 $ 1,480 - ( 670 ) $ 810 $ 1,076 ( 670 ) 229 $ 635 $ 175 |
$ 4,998 491 ( 3,554) $ 1,935 $ 3,838 ( 3,551 ) 681 $ 968 $ 967 $ 1,935 106 ( 558) $ 1,483 $ 968 ( 558 ) 268 $ 678 $ 805 |
$ 5,330 - ( 5,330) $ - $ 4,726 ( 5,330 ) 604 $ - $ - $ - - - $ - $ - - - $ - $ - |
$ 5,561 - ( 5,503) $ 58 $ 4,803 ( 5,503 ) 758 $ 58 $ - $ 58 - ( 58 ) $ - $ 58 ( 58 ) - $ - $ - |
$ 257,395 491 ( 18,224) $ 239,662 $ 86,567 ( 18,141 ) 8,366 $ 76,792 $ 162,870 $ 239,662 358 ( 7,231) $ 232,789 $ 76,792 ( 7,231 ) 5,845 $ 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 years ended December 31, 20 20 and 2019.
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 27.
13. INVESTMENT PROPERTIES
| ESTMENT PROPERTIES | |||
|---|---|---|---|
| Completed investment properties | December31,2020 $ 236,210 |
December31,2019 | |
| $ 241,354 |
Completed investment
106
| Cost Balance at January 1, 2019 Disposals Balance at December 31, 2019 Accumulated depreciation and impairment Balance at January 1, 2019 Disposals Depreciation expense Balance at December 31, 2019 Cost Balance at January 1, 2020 Disposals Balance at December 31, 2020 Accumulated depreciation and impairment Balance at January 1, 2020 Disposals Depreciation expense Balance at December 31, 2020 |
properties | |
|---|---|---|
| $ 334,563 - $ 334,563 ( $ 88,065 ) - ( 5,144) ($ 93,209) $ 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, 2020 and 2019 were $600,417,000 and $628,481,000, 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 2019 and 2020.
-
b) The maturity analysis of lease payments receivable under operating leases of investment properties as of December 31, 2020 and 2019 is as follows:
| Year 1 Year 2 Year 3 Year 4 Year 5 |
December31,2020 $ 6,376 4,618 2,537 - - $ 13,531 |
December31,2019 | December31,2019 |
|---|---|---|---|
| $ 5,643 4,696 3,015 700 - $ 14,054 |
107
- c) All investment properties of the Company is its own equity. The investment properties pledged as collateral for bank borrowings are set out in Note 27.
14. OTHER ASSETS
| ER ASSETS | |||
|---|---|---|---|
| Current Prepayments of investment Payment in advance Others Non-current Prepayments of equipment Others |
December 31,2020 $ - - 2,463 $ 2,463 $ 240 78 $ 318 |
December 31,2019 | |
| $ 14,555 1,371 5,664 $ 21,590 $ - 90 $ 90 |
Payment in advance is for transaction with Dongguan Li Yuan Electronics Co., Ltd. (“Dongguan Li Yuan”). Since the mainly payment method is set off by debit and credit. Dongguan Li Yuan needs prepay the cost of raw materials.
15. BORROWINGS
a. Short term loans
| WINGS rt term loans |
|||
|---|---|---|---|
Secured borrowings(Note 27)-Bank loans |
December 31,2020 $ 30,000 |
December 31,2019 | |
| $ 10,100 |
The interest rates of bank loans were 1.2% and 1.35%-1.77% as of December 31, 2020 and 2019, respectively.
b. Long-term borrowings
| g-term borrowings | |||||||
|---|---|---|---|---|---|---|---|
| Secured borrowings (Note 27) First Commercial Bank Long-term bank loans Bank of Taiwan Collateralised borrowing Less: Current portion of long-term borrowings Long-term bank loans |
Maturity date |
Significant Covenant | Interest rate 1.45%~1.60% 1.6406% |
December 31,2020 |
December 31,2019 |
||
| 2019.12.20 -2024.12.2 0 2020.04.15 - 2023.04.14 |
Long-term credit loan, principal repayment at maturity, from December20, 2019 to December20, 2024, interest is monthly basis Long-term credit loan, principal repayment at maturity, from April 15, 2020 to April 15, 2023, interest is monthly basis |
( |
$ 48,352 31,111 79,463 25,160) $ 54,303 |
( |
$ 60,000 - 60,000 11,619) $ 48,381 |
Land and buildings as collateral provided for funds borrowed from banks.
16. NOTES AND ACCOUNTS PAYABLES
December 31, 2020 December 31, 2019 Account payables Account payables - caused by $ 1,263 $ 1,071
108
operation
The repayment period of accounts receivables is 30-90 days and interest free. Financial risk management policy to ensure all the repayment with in the credit period.
17.OTHER LIABILITIES
| ER LIABILITIES | |||
|---|---|---|---|
| Current OTHER ACCOUNT PAYABLES Salary Payables NHI and labour insurance payables Pension Payables Bonus Payables Interest Payables Others Non-current Guarantee Deposit |
December 31,2020 $ 6,410 951 1,101 5,063 47 2,429 $ 16,001 $ 2,458 |
December 31,2019 | |
| $ 8,244 1,330 888 4,401 33 2,271 $ 17,167 $ 1,454 |
109
18. RETIREMENT BENEFIT PLANS
-
a. Defined contribution plans
-
The Company adopted a pension planunder 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.
-
b. Defined benefit plans
-
The defined benefit plan adopted by the Company in accordance with the Labor Standards Law is operated by the government of the ROC. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the 6 months before retirement. The Company contributes amounts equal to 6.45% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, the Company assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Company is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the “Bureau”); the Company has no right to influence the investment policy and strategy.
The company has cancelled the old pension account by Labor Affairs Department, New Taipei City Government on November 3, 2020 and received back $12,667,000 dollars which listed under other income.
The amounts included in the individual balance sheets in respect of the Company ’s defined benefit plans were as follows:
December 31, 2020 December 31, 2019 Net defined benefit assets $ - $ 2,000
110
Movements in net defined benefit liabilities (assets) were as follows:
| Balance at January 1, 2019 Service cost Current service cost Netinterest expense (income) Net interest expense (income) Remeasurement Return on plan assets (excluding amounts included in net interest) Actuarial loss -changes indemographic assumptions -changes in financialassumptions -experienceadjustments Recognized in other comprehensive income Balance at December 31, 20 19 |
Present Value of the Defined Benefit Obligation $ 29,312 160 258 418 - 22 366 78 466 $ 30,196 |
Fair Value of the Plan Assets $ 30,797) - 272) 272) 1,127 ) - - - 1,127) $ 32,196 ) |
Net Defined Benefit Liabilities (Assets) |
||
|---|---|---|---|---|---|
| ( ( ( ( ( ( |
( ( ( ( ( |
$ 1,485) 160 14) 146 1,127 ) 22 366 78 661) $ 2,000) |
An analysis by function of the amounts recognized in profit or loss in respect of the defined benefit plans in accordance with the pension cost rate for the years ended December 31, 2020 and 2019 is as follows:
| MARKETING COST | YEAR 2020 $ 37 |
YEAR 2019 | YEAR 2019 |
|---|---|---|---|
| $ 146 |
Through the defined benefit plans under the Labor Standards Law, the Company is exposed to the following risks:
-
a)Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.
-
b) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.
-
c)Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.
The actuarial valuations of the present value of the defined benefit obligation were
111
carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:
| of the actuarial valuations were as follows: | |
|---|---|
| Discount rate(s) Expected rate(s) of salary increase Resign rate(s) |
December 31,2019 |
| 0.63% 1.00% 0.20%~5.00% |
If possible reasonable change in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:
| benefit obligation would increase (decrease) as follows: | ||
|---|---|---|
| Discount rate 0.5% increase 0.5% decrease Expected rate(s) of salary increase 0.5% increase |
December31,2019 ($ 718) $ 1,238 $ 1,224 ($ 719) |
|
| $ 718) $ 1,238 $ 1,224 $ 719) |
The sensitivity analysis presented above may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
| assumptions may be correlated. | ||
|---|---|---|
| Expected contributions to the plan for the next year Average duration of the defined benefit obligation |
December31,2019 | |
| $ - 6 years |
- EQUITY a. Share capital
| 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, 2020 380,000 $ 3,800,000 214,021 $ 2,140,216 |
December 31, 2019 |
|
| 380,000 $ 3,800,000 214,021 $ 2,140,216 |
Ordinary shares issued have a par value of $10, carry one vote per share and carry the right to receive dividends.
112
b. Capital surplus
| ital surplus | |||
|---|---|---|---|
| May be used to offset a deficit, distributed as cash dividends, ortransferred 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, 2020 $ 219,420 424 234,986 $ 454,830 |
December 31, 2019 |
|
| $ 219,420 424 165,822 $ 385,666 |
- 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 21(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.
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The loss off-setting for 2019 and 2018 had been approved in the shareholders’ meetings of the Company on June 16, 2020 and June 20, 2019, respectively.
The loss off-setting for 2020 are subject to the resolution of the shareholders’ meeting to be on June 22, 2021.
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 |
|---|---|---|
| December 31, 2020 December 31, 2019 Balance at January 1 ( $ 40,372 ) ( $ 27,564 ) Exchange differences arising on translation of foreign operations ( 8,602) (12,808) Balance at December 31 ($ 48,974) ($ 40,372) 2) Unrealized valuation gain (loss) on financial assets at FVOCI December 31, 2020 December 31, 2019 Balance at January 1 ( $ 31,570 ) ( $ 36,524 ) Recognized for the period Unrealized gain and loss Equity instruments 6,325 1,237 Share from associates accounted for using the equity method 6,396 11,529 Cumulative unrealized gain of equity instruments transferred to retained earnings - ( 7,812) Balance at December 31 ($ 18,849) ($ 31,570) REVENUE December 31,2020 December 31,2019 Revenue from contracts with customers Sales revenue $ 120,961 $ 153,585 Other operating revenue 3,898 9,057 $ 124,859 $ 162,642 December 31,2020 December 31,2019 Notes Receivables and Accounts Receivables (note 9 & 26) $ 22,539 $ 33,340 Contract liabilities -current Sales of goods $ 6,235 $ 4,983 |
December 31, 2019 |
|
| ( $ 36,524 ) 1,237 11,529 ( 7,812) ($ 31,570) December 31,2019 |
||
| $ 153,585 9,057 $ 162,642 December 31,2019 |
||
| $ 33,340 $ 4,983 |
20. REVENUE
For the contract is non-cancellable, there is no limitation of the Company to list the contract fee as account receivables and contract liabilities, or list to contract liabilities
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when received the fee.
21. Net Profit (Loss) for the Year
This year's net profit (loss) includes the following items :
| (1) | Interest Income | ||||||
|---|---|---|---|---|---|---|---|
| 2020 | 2019 | ||||||
| Bank Savings | $ | 907 | $ | 1,372 | |||
| Others | 1,232 | 1,587 | |||||
| $ | 2,139 | $ | 2,959 | ||||
| (2) | Other Income | ||||||
| 2020 | 2019 | ||||||
| Dividend Income | $ | 21 |
$ | 20 |
|||
| Rental Income | 6,665 | 6,717 | |||||
| Others | 15,940 | 1,921 | |||||
| $ | 22,626 | $ | 8,658 | ||||
| (3) | Other Profits and Losses | ||||||
| 2020 | 2019 | ||||||
| Disposal of Losses of Fixed | |||||||
| Assets | $ | - |
( | $ | 83 ) |
||
| Disposal of Investment | |||||||
| Interests | 112,876 | 44,227 | |||||
| Disposal of Losses of | |||||||
| Intangible Assets | ( | 423 ) | ( | 120 ) | |||
| Mandatory Profit (Loss) of | |||||||
| Financial Assets Measured at | |||||||
| Fair Value Through Profit and | |||||||
| Loss | 130,083 | ( | 18,165 ) | ||||
| Net Foreign Currency | |||||||
| Exchange Losses | ( | 9,183 ) | ( | 1,540 ) | |||
| Depreciation of Investment | |||||||
| Property | ( | 5,144 ) | ( | 5,144 ) | |||
| Others | 1,101 | ( | 4,462) | ||||
| $ | 229,310 | $ | 14,713 | ||||
| (4) | Financial Costs | ||||||
| 2020 | 2019 | ||||||
| Interest on Bank Loans | ( | $ | 1,361) | ( | $ | 424) |
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- (5) Depreciation and Amortization
| (5) Depreciation and Amortization |
||||
|---|---|---|---|---|
| Fixed Assets Investment Property Other Intangible Assets Total Depreciation Expenses Summarized by Function Operating Costs Operating Expenses Other Profits & Losses Total Amortization Expenses Summarized by Function Operating Expenses (6) Expenses of Employee’s Benefits Post-retirement Benefits Confirmed Distribution Plan Confirmed Welfare Plan (Note 18) Other Employee’s Benefits Total Expenses of Employee’s Benefits Summary by Function Operating Costs Operating Expenses Total |
2020 $ 5,845 5,144 1,191 $ 12,180 $ - 5,845 5,144 $ 10,989 $ 1,191 2020 $ 3,102 37 3,139 66,979 $ 70,118 $ 5,254 64,864 $ 70,118 |
2019 | ||
| $ 8,366 5,144 1,373 $ 14,883 $ 605 7,761 5,144 $ 13,510 $ 1,373 2019 |
||||
| $ 3,357 146 3,503 72,300 $ 75,803 $ 4,364 71,439 $ 75,803 |
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.
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.
EVERSPRING INDUSTRY CO., LTD. is accumulated losses in 2020 and 2019, the remuneration of employees and the remuneration of directors and supervisors are not estimated.
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.
- Income Taxes
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(1) Income Tax Recognized in Profit or Loss
The main components of income tax expenses are as follows :
| (1) Income Tax Recognized in Profit or Loss The main components of income tax expenses are as follows : |
s: |
|
|---|---|---|
| 2020 2019 Current Tax Generated This Year $ 6,267 $ 2,411 Deferred Tax Generated This Year ( 1,816) ( 995) Income Tax Recognized in Profit or Loss $ 4,451 $ 1,416 The adjustments of accounting income and current income tax expenses are as follows :2020 2019 Net Profit (Loss) before Tax $ 199,719 ($ 179,250) The Income Tax Expenses of Net Profit (loss) before Tax Calculated at the Statutory Tax Rate $ 39,944 $ - Income not Recognized in Tax ( 39,944 ) - Basic Income Tax 6,267 2,411 Unrecognized Deductible Temporary Differences ( 1,816) ( 995) Income Tax Interest Recognized in Profit and Loss $ 4,451 $ 1,416 (2) Assets of Current Tax December31,2020 December31,2019 Assets of Current Tax Tax Refund Receivable $ - $ 254 Liabilities of Current Tax Income Tax Payable $ 6,153 $ 2,406 |
2019 | |
| $ 2,411 995) $ 1,416 expenses are as 2019 |
||
| ($ 179,250) $ - - 2,411 ( 995) $ 1,416 December31,2019 |
||
| $ 254 $ 2,406 |
The adjustments of accounting income and current income tax expenses are as follows :
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(3) Assets and Liabilities of Deferred Tax The adjustments of the assets and liabilities of deferred tax are as follows : 2020
| 2020 | ||||
|---|---|---|---|---|
| Assets of Deferred Tax Temporary Differences Allowance for Bad Debts Unrealized Exchange Profits and Losses Unrealized Gross Profit Investment Profits and Losses Recognized by the Equity Method Unrealized Compensation for Losses Liabilities of Deferred Tax Temporary Differences Unrealized Gross Profit Accrued Pension Liabilities 2019 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 Unrealized Gross Profit Accrued Pension Liabilities |
OpeningBalance $ 5,756 570 - 74,174 714 $ 81,214 $ 8 519 $ 527 OpeningBalance $ 5,786 - 104 74,174 714 $ 80,778 $ 537 - 549 $ 1,086 |
Recognized in Profit and Loss ( $ 116 ) ( 118 ) 1,523 - - $ 1,289 ( $ 8 ) ( 519) ($ 527) Recognized in Profit and Loss ( $ 30 ) 570 ( 104 ) - - $ 436 ( $ 537 ) 8 ( 30) ($ 559) |
ClosingBalance | |
| $ 5,640 452 1,523 74,174 714 $ 82,503 $ - - $ - ClosingBalance |
||||
| ( ( ( ( ( |
$ 5,756 570 - 74,174 714 $ 81,214 $ - 8 519 $ 527 |
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-
(4) Information about Unused Investment Deductions, Loss Deductions and Tax Exemptions
-
As of December 31, 2020, the relevant information about loss deduction is as
-
follows
:
| Un-deducted Balance $ 8,527 24,650 98,759 112,079 74,186 60,824 $ 379,025 |
Last Year of Deduction |
|---|---|
| 2025 2026 2027 2028 2029 2030 |
- (5) Income Tax Verification Status
The Company's settlement and declaration of the profit-seeking enterprise income tax in 2018 and previous years has been verified by the tax collection agency. 23. Earnings Per Share ( Losses )
Used to calculate the earnings (loss) per share and the weighted average number of ordinary shares are as follows :
Current Net Profit (Loss)
ordinary shares are as follows:Current Net Profit (Loss) |
|||
|---|---|---|---|
| Net Profit (Loss) for the Year The Impact of Diluting Potential Ordinary Shares: Employees’ Remuneration Used to Calculate the Profits (Losses) of Diluted Earnings (Losses) per Share Number of Shares The Weighted Average Number of Ordinary Shares Used to Calculate the Basic Earnings (Losses) per Share The Impact of Diluting Potential Ordinary Shares: Employees’ Remuneration The Weighted Average Number of Ordinary Shares Used to Calculate the Diluted Earnings (Losses) per Share |
2020 $ 195,268 - $ 195,268 Unit :In2020 214,021 - 214,021 |
2019 ( $ 180,666 ) - ($ 180,666) Thousands of Shares 2019 214,021 - 214,021 |
|
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
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to be distributed for employees’ remuneration, the dilution effect of these potential ordinary shares will also be considered.
- 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.
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25. 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, 2020
| Fair Value Hierarchy 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 December 31, 2019 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 $ 225,583 - $ 225,583 $ 188 - $ 188 Level 1 $ 61,935 - $ 61,935 $ 186 - $ 186 |
Level 2 $ - - $ - $ - - $ - Level 2 $ - - $ - $ - - $ - |
Level 3 $ - 991 $ 991 $ - 21,849 $ 21,849 Level 3 $ - 1,632 $ 1,632 $ - 15,526 $ 15,526 |
Total | ||||
| $ 225,583 991 $ 226,574 $ 188 21,849 $ 22,037 Total |
||||||||
| $ 61,935 1,632 $ 63,567 $ 186 15,526 $ 15,712 |
In 2020 and 2019, there were no transfers of fair value measurement between level 1 and level 2.
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- Reconciliation of Financial Assets Measured by Level 3 Fair Value 2020
| 2020 | |||
|---|---|---|---|
| Opening Balance Recognized in Profit and Loss (other Profits and Losses) Recognized in Other Comprehensive Income and Losses (Unrealized Profits and Losses of Financial Assets Measured at Fair Value Through Other Comprehensive Income and Losses) Capital Reduction and Refund of Shares Closing Balance |
Measured at Fair Value Through Profit and Loss EquityInstrument $ 1,632 ( 515 ) - ( 126) $ 991 |
Financial Assets Measured at fair Value Through Other Comprehensive Income and Losses |
|
| EquityInstrument | |||
( ( |
$ 15,526 - 6,323 - $ 21,849 |
2019
| 2019 | |||
|---|---|---|---|
| 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 $ 5,677 ( 4,045 ) - - $ 1,632 |
Financial Assets Measured at fair Value Through Other Comprehensive Income and Losses |
|
| EquityInstrument | |||
( |
( |
$ 14,982 - 1,240 696) $ 15,526 |
- 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.
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(3) Categories of Financial Instruments
| ategories 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) |
December31,2020 $ 226,574 22,037 285,018 137,265 |
December31,2019 |
| $ 63,567 15,712 273,006 90,106 |
-
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.
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(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.
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 | Impact of U.S. Dollars | Impact of U.S. Dollars |
|---|---|---|
| 2020 $ 279 (i) |
2019 | |
| $ 774 (i) |
-
(i) Mainly derived from the USD-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 :
are as follows: |
||
|---|---|---|
With Fair Value Interest Rate Risk -Financial Assets-FinancialLiabilities With Cash Flow Interest Rate Risk -Financial Assets |
December 31,2020 $ 45,082 79,463 145,391 |
December 31,2019 |
| $ 52,969 60,000 114,457 |
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- Financial Liabilities 30,000 10,100
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 2020 and 2019 will increase/ decrease by NT$288 thousand and NT$261 thousand, 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 2020 profits (losses) before tax will increase/decrease by NT$2,266 thousand 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 thousand 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 2019 profits (losses) before tax will increase/decrease by NT$636 thousand due to the changes in the fair value of financial assets measured at fair value through profit and loss. The 2019 other comprehensive income and losses before tax will increase/decrease by NT$157 thousand 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. 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.
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The policy adopted by the Company is to only trade with reputable objects and obtain sufficient guarantees when necessary to reduce the risk of financial losses due to defaults. The Company only deals with the companies whose ratings are equal to or higher than the investment level. Such information is provided by independent rating agencies; if such information is not available, the Company will use other publicly available financial information and mutual transaction records to rate the major customers. The Company continues to monitor the credit risk and the credit rating of the counterparty, spreads the total transaction amounts to the customers with qualified credit ratings, and controls the credit risk through the counterparty credit limit that is reviewed and approved by the board of directors every year.
In order to reduce the credit risk, the management of the Company assigns a dedicated team to be responsible for the determination of credit limits, credit approval and other monitoring procedures to ensure that appropriate actions have been taken in the recovery of overdue receivables. In addition, the Company will review the recoverable amounts of receivables one by one on the balance sheet date to ensure that the appropriate impairment losses have been listed for the unrecoverable receivables. Accordingly, the management of the Company believes that the credit risk of the Company has been significantly reduced.
In addition, since the counterparties of liquidity and derivative financial instruments are banks with high credit ratings given by international credit rating agencies, therefore, the credit risk is limited.
- 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 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, 2020
Pay on Demand or Less Than 1 3 Months to 1 More Than 5 Month 1 to 3 Months Year 1 to 5 Years Years Non-derivative Financial Liabilities Floating Interest $ - $ 30,030 $ - $ - $ -
126
| Rate Instruments Fixed Interest Rate Instruments - $ - December 31, 2019 Pay on Demand or Less Than 1 Month Non-derivative Financial Liabilities Floating Interest Rate Instruments $ - Fixed Interest Rate Instruments - $ - |
Rate Instruments Fixed Interest Rate Instruments - $ - December 31, 2019 Pay on Demand or Less Than 1 Month Non-derivative Financial Liabilities Floating Interest Rate Instruments $ - Fixed Interest Rate Instruments - $ - |
Rate Instruments Fixed Interest Rate Instruments - $ - December 31, 2019 Pay on Demand or Less Than 1 Month Non-derivative Financial Liabilities Floating Interest Rate Instruments $ - Fixed Interest Rate Instruments - $ - |
- $ 30,030 1 to 3 Months |
- $ 30,030 1 to 3 Months |
26,005 $ 26,005 3 Months to 1 Year |
26,005 $ 26,005 3 Months to 1 Year |
56,083 $ 56,083 1 to 5 Years |
- $ - More Than 5 Years |
- $ - More Than 5 Years |
|
|---|---|---|---|---|---|---|---|---|---|---|
Non-derivative Financial Liabilities Floating Interest Rate Instruments Fixed Interest Rate Instruments |
||||||||||
| $ - - $ - |
$ 100 - $ 100 |
$ 10,040 12,543 $ 22,583 |
$ - 52,230 $ 52,230 |
$ - - $ - |
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.
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- (2) Financing Line
| Financing Line | |||
|---|---|---|---|
Guaranteed Bank Overdraft Line -Used Amount-Unused Amount |
December31,2020 $ 109,463 204,537 $ 314,000 |
December31,2019 | |
| $ 70,100 306,900 $ 377,000 |
26. Related Party Transaction
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 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
| Account Item Sales Revenues Other Operating Revenues |
Category/Name of Related Parties Subsidiary Worldtrend Others Subsidiary Other Affiliated Company Tong Chuang Co. |
2020 $ 18,714 8,846 $ 27,560 $ 867 2,110 $ 2,977 |
2019 | ||
|---|---|---|---|---|---|
| $ - 8,807 $ 8,807 $ 800 2,356 $ 3,156 |
The sales prices of the Company's products sold to related parties in 2020 and 2019 are calculated based on the Company's product cost plus. The terms of
128
collection are within 60-360 days after the end of the month, which is the same as that of general domestic customers.
There are no major differences between the sales prices and payment transaction conditions from the general manufacturers.
- (3) Purchase
Category/Name of Related
| Purchase Category/Name of Related |
||||
|---|---|---|---|---|
| Parties Subsidiary Dongguan Found Chain Co. Dongguan Li Yuan Co. Ningbo Guanglian Others |
2020 $ 11,772 73,273 2,911 1,275 $ 89,231 |
2019 | ||
| $ 53,803 38,625 23,257 93 $ 115,778 |
The Company purchases goods from related parties in 2020 and 2019, 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 Bill Receivable Accounts Receivable Other Receivables |
Category/Name of Related Parties Subsidiary UNIINN Co. Subsidiary Dongguan Found Chain Co. UNIINN Co. US EVERSPRING PHASE Others Other Affiliated Company Tong Chuang Co. Subsidiary Tong Chuang Co. Singapore EVERSPRING PHASE Others |
December 31, 2020 $ - $ - - 751 774 353 3,709 $ 5,587 $ 60,000 10,170 907 27 $ 71,104 |
December 31, 2019 |
December 31, 2019 |
|---|---|---|---|---|
| $ 5 $ 2,389 2,386 1,707 355 70 3,709 $ 10,616 $ 60,017 10,189 955 275 $ 71,436 |
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 2020 and 2019.
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Other accounts receivable from related parties including loans to related parties is as follows : Category of Related Parties December 31, 2020 December 31, 2019 Other Receivables Subsidiary Tung Sheng Development $ 60,000 $ 60,000
(5) Accounts Payable to Related Parties (Not Including Borrowings from Related Parties)
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----- Start of picture text -----
Category/Name of Related December 31, December 31,
Account Item Parties 2020 2019
Accounts Subsidiary
Payable
Dongguan Found $ 8,145 $ 1,643
Chain Co.
Ningbo Guanglian Co. 1,466 -
UNIINN 724 -
$ 10,335 $ 1,643
Other Payable Subsidiary
Worldtrend $ 203 $ 125
(6) Pre-payments
Category/Name of Related
Parties December 31, 2020 December 31, 2019
Subsidiary
Ningbo Guanglian $ - $ 1,371
Worldtrend 72 -
$ 72 $ 1,371
----- End of picture text -----
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(7) Obtain Financial Assets
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
Company
Medigen Everspring Financial Assets Cash 658 Stock $ 52,584
Vaccine Measured at Fair Capital
Value Through Increase
Profit and Loss
2019
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
Company
Medigen Everspring Prepaid Investment Cash 560 Stock $ 14,555
Vaccine Capital
Increase
----- End of picture text -----
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(8) Rental Income
| Rental Income | |||||
|---|---|---|---|---|---|
| Account Item Rental Income |
Category/Name of Related Parties Subsidiary Worldtrend Others |
2020 $ 1,572 545 $ 2,117 |
2019 | ||
| $ 1,746 594 $ 2,340 |
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 Others |
2020 $ 1,232 - $ 1,232 |
2019 | ||
| $ 1,387 178 $ 1,565 |
(10) Reward for Key Management
The total remuneration for directors and other key management in 2020 and 2019 is as follows :
2019 is as follows: |
||||
|---|---|---|---|---|
| Short-term Employee Benefits | 2020 $ 6,667 |
2019 | ||
| $ 5,024 |
The remuneration of directors and other key management is determined by the remuneration committee in accordance with individual performance and market trends.
27. 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 |
December31,2020 $ 164,901 129,731 $ 294,632 |
December31,2019 | December31,2019 |
|---|---|---|---|
| $ 164,901 135,632 $ 300,533 |
28. 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., LTDto pay US$164,793.67. This case is currently being heard by the New Taipei District Court in the second instance and has not yet been concluded, so the final possible loss amount is still difficult to estimate.
29. Significant Post-period Items
131
Based on the comprehensive effect of the group operations and the strategic considerations of the operations in China, the board of directors of the Company passed the resolution on December 26, 2018 to sell 100% equity of Dongguan Li Yuan Electronics Co., Ltd. held by Everspring Industry (S) Pte Ltd. to a non-related party, Dongguan Huatang Yue Shan Investment Co., Ltd. and the board of directors of the Company passed the resolution on January 11, 2021 to confirm the transaction amount of RMB 294,000 thousand. The Company has completed the registration of the change of the business license on January 28, 2021, and will collect the price amounts in February 2021, and the two parties have agreed to hand over on February 28, 2021.
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.
-
(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.
The financial performance of AUSPISTEK Corporation from January 1 to December 31, 2019 has been included in the individual comprehensive income statement of EVERSPRING INDUSTRY CO., LTD. from January 1 to December 31, 2019, and it has been retrospectively reorganized into the Everspring Company's individual financial statements from January 1 to December 31, 2019.
132
| Previous Impact of Assets, | Liabilities and Equity | Liabilities and Equity | Liabilities and Equity | Liabilities and Equity | items | |||
|---|---|---|---|---|---|---|---|---|
| Amount Before | Retrospective |
Amount After | ||||||
| Restatement | Adjustment | Restatement | ||||||
| December 31, 2019 | ||||||||
| Cash and Cash | ||||||||
| Equivalents | $ | 140,050 | $ | 27,831 |
$ | 167,881 | ||
| Financial Assets | ||||||||
| Measured at Fair Value | ||||||||
| Through Profit and Loss | 27,446 | 34,489 |
61,935 | |||||
| Other Receivables | 325 | 24 | 349 | |||||
| Other Current Assets | 10,796 | 10,794 | 21,590 | |||||
| Investment Using the | ||||||||
| Equity Method | 1,366,376 | ( | 70,712) | 1,295,664 | ||||
| Refundable Deposits |
76 | 169 |
245 | |||||
| Asset Impact |
$1,545,069 | $ | 2,595 |
$1,547,664 | ||||
| Amount Before | Retrospective |
Amount After | ||||||
| Restatement | Adjustment | Restatement | ||||||
| December 31, 2019 | ||||||||
| Other Payables |
$ | 16,978 |
$ | 189 |
$ | 17,167 |
||
| Current Income Tax | ||||||||
| Liabilities | - | 2,406 |
2,406 | |||||
| Liabilities Impact |
$ | 16,978 |
$ | 2,595 |
$ | 19,573 |
||
| Previous Impact of Comprehensive Income | and Loss Items | |||||||
| Amount Before | Retrospective |
Amount After | ||||||
| Restatement | Adjustment | Restatement | ||||||
| 2019 | ||||||||
| Operating Revenues |
$ | 162,642 | $ | - | $ | 162,642 | ||
| Operating Costs |
( | 127,849 ) | - | ( | 127,849 ) | |||
| Operating Expenses |
( | 110,717 ) | ( | 1,487 ) | ( | 112,204 ) | ||
| Non-operating Income | ||||||||
| and Expenses | ( | 105,737 ) | 3,898 | ( | 101,839 ) | |||
| Income Tax Interest |
995 | ( | 2,411) |
( | 1,416) | |||
| Net Profit for the Year |
( | $ | 180,666) | $ | - |
( | $ | 180,666) |
- 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, 2020
Foreign Exchange Rate
Carrying
133
| Financial Assets Monetary Items USD CNY SGD EUR Non-monetary Items USD Financial Liabilities Monetary items USD December 31, 2019 Financial Assets Monetary Items USD CNY SGD EUR Non-monetary Items USD Financial Liabilities Monetary items USD |
Currency $ 1,021 883 234 65 35 42 Foreign Currency $ 2,615 679 224 39 54 33 |
28.480 (USD:TWD)4.377 (CNY :TWD)21.560 (SGD :TWD)35.020 (EUR :TWD)28.480 (USD :TWD)28.480 (USD :TWD)Exchange Rate 29.980 (USD :TWD)4.305 (CNY :TWD)22.280 (SGD :TWD)33.590 (EUR :TWD)29.980 (USD :TWD)29.980 (USD :TWD) |
Amount |
|---|---|---|---|
| $ 29,078 3,865 5,045 2,276 991 1,200 Carrying Amount |
|||
| $ 78,398 2,923 4,991 1,310 1,632 989 |
The net foreign currency exchange profits and (losses) of the Company in 2020 and 2019 were NT$(9,183) thousand and NT$(1,540) thousand 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.
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.
134
-
G. Purchases or sales of goods from or to related parties reaching NT$100 million or 20 percent of paid-in capital or more: None.
-
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 3.
-
Information on investments in the Mainland Area:
-
A. If the issuer directly or indirectly exercises significant influence or control over, or has a joint venture interest in, an investee company in the Mainland Area, it shall disclose information on the investee company, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, shareholding ratio, profit or loss for the period and recognized investment gain or loss, carrying amount of the investment at the end of the period, repatriated investment gains, and limit on the amount of investment in the Mainland Area: Please refer to table 4.
-
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 5.
-
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 6.
135
Eve rs p ri n g I nd u st ry Co ., Lt d. and S u bsi di aries Lo ans t o Othe rs
Ye ar e nd ed De ce m be r 3 1, 20 2 0
Tab l e 1
Uni t: NT $ t ho u s and
| No. (Note 1) |
Creditor | Borrower | General Ledger Account (Note 2) |
Maximum outstanding balance during the year ended December 31, 2020 |
Balance at December 31, 2020 (Note 8) |
Actual Amount Drawn Down |
Interest Rate | Nature of Loan (Note 3) |
Amount of Transactions with the Borrower (Note 8) |
Reason for Short-erm Financing (Note 5) |
Loss Allowance |
Col | lateral | Limit on Loans Granted to a Single Party (Note 6) |
Ceiling on Total Loans Granted (Note 6) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| I t e m |
V a l u e |
||||||||||||||
| 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 8,000 438 |
60,000 8,000 438 |
2.10%1.75% -% |
2 2 2 |
- - - |
Operating needs Operating need Operating need |
- - - |
Guarantee note Guarantee note - |
60,000 8,000 - |
470,205 70,966 1,720 |
940,410 141,932 3,441 |
-
Note 1: Th e n um be rs fi lle d i n fo r t he l o ans p ro vi de d b y the Co m p an y or s u bs id i arie s are as fo ll o ws :
-
(1) T he C o m p an y i s ‘0’
-
(2) T he s u bs id i aries are n u m bered i n o rde r st arti n g fro m ‘1 ’.
-
Note 2: I n case o f fu n d lo an an d n atu re , accou nt s re cei v able fro m rel ated e nte rp ri ses , accou nt s re cei v able from rel ate d p art ie s , s h areh ol de r t ran s act io n s, p rep aym e nt s, i nte ri m p aym en ts , et c. , s h al l be fi lle d in t he t ab le.
Note 3: Th e co mp an ies wit h n u m be r ‘1 ’ are rel ate d t o bu si ne ss t rans acti o n; an d th e co mp an ies wit h n u m be r ‘2’ are re l ate d to s h o rt -t erm fi n an ci n g.
Note 4: I f t he l o an an d n atu re of fu n ds i s "1 ", t he amo u nt o f b u s ine ss t rans acti on s h al l be fille d i n.
Note 5: I f the l o an and n at u re o f t he fu n ds i s 2 , t he re as on s fo r t he ne ces s ary fun d s an d t he u se o f t he fun d s t o be le nt s h al l be s pe ci fied , s u ch as re p ayme nt o f lo a n s, pu rch ase o f e q ui pm en t, bu si ne ss t u rn o ve r, et c.
Note 6:
(1) T he t ot al l o ans t o ot he rs o f t he C o mp an y s h all no t e x cee d t went y pe r ce nt of t he ne t v al ue, and t he t ot al amo u nt s h all no t e x ceed fo rt y pe rce nt of t he C o mp an y's ne t v al ue.
(2) Th e C o m p an y's b us in es s and i nd iv id u al l o ans s h all n ot e x ce e d t he to t al b usi ne ss t ran s act io n s bet we en th e t wo p arti es in t he previ o us t wo ye ars . B u si n es s t ran s acti o n am ou nt m e an s t he am ou nt o f pu rch ase o r s al es be t wee n b ot h p arti es , whi che ve r is hi gh e r. In add iti o n, t he am o un t o f go o d s s ol d i n cl u des t he p ar t o f go o d s p u rch ase d o n be h al f o f ot he rs . Note 7: T he co m p an y, di re ct l y an d in di re ctl y, h ol ds o ne h u nd re d pe rce nt o f t he v oti n g s h are s o f fo rei gn co mp an ies , d ue to t he nee d fo r s ho rt -te rm fi n an ci n g fu n ds t o e n ga ge i n capi t al l o an s, t he am ou nt o f whi ch is no t su bje ct to t he "l o an and fo rt y p ercen t o f net co rp o rate v al ue " l i mit , an d i ts fin an cin g pe rio d d oe s n ot ap p l y to on e ye ar o r o ne b us in es s cycle .
Note 8: P u bli c Co m p anie s fol lo w ite m 1 Arti cle 14 o f “Re gu l ati o ns Go ve rn in g Lo an i n g o f Fu n ds an d M ak in g o f E n d orse me nt s/ Gu ara ntee s b y P u bli c Co m p anie s”. E ach fi n an ci n g p ro vi de d n eed t o be app ro ve d b y b o ard o f di re ct ors and an n ou n ce the am o u nt, ri s k e ve n t he Fi n an ci n g C o mp an y d o es n ’t b o rro w m o ne y t o th e co u nt er p art y. It nee ds t o an no u n ce t he am o un t afte r rep ay. I t nee ds t o an n ou n ce t he hi gh es t le n di n g l i mit fo r an n o un cem en t ap pli cati o n am ou nt e ve n t he b o ard o f di re ct ors ap p rove d t he lo an can b o rro w seve ral t i mes d u ri n g o ne ye ar o r ro ll o ve r.
136
Everspring Industry Co., Ltd. and Subsidiaries Holding of Securities at the End of the Period Year ended December 31, 2020
Table 1
Unit: NT$ thousand
| Securities held by | Marketable securities | Relationship with the securities issuer |
General ledger account |
As of December 31,2019 | As of December 31,2019 | As of December 31,2019 | Footnote | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares (in thousands) |
Book Value | Ownership (%) | Fair Value |
||||||||
| Everspring Industry Co., Ltd. | Stock Medigen Vaccine Biologics Stock Fubon Financial Bonds Lanka Graphite Limited Fund ARCH VENTURE FUND Stock Phase Electronics (Note 2) Stock Top Taiwan Ii Venture Capital Co., Ltd. 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 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 profit or loss 〃〃 |
2,190 4 - - 102 |
$ 225,583 $ 188 $ - |
1.04 - - - - 3.48 13.77 5.44 |
$ 225,583 188 - 991 - |
@103 @46.75 - |
|||
(Note)$ 991 |
|||||||||||
| - | |||||||||||
278 1,652 700 |
$ $ |
$ | 991 |
373 21,476 - |
|||||||
| $ 373 21,476 - |
|||||||||||
| 21,849 | |||||||||||
Note 1: It is the net amount of NT$13,507 thousand net of accumulated impairment of NT$13,507 thousand (financial assets measured at amortized cost – current). Note 2: The shares are special shares in nature.
Note 3: The company has disclosed the relevant information of the reinvestment business in the consolidated financial statements. Please refer to the consolidated financial report of 2020 issued by the company for details.
137
Everspring Industry Co., Ltd. and Subsidiaries
In fo rm at io n o n i nve stee s
Ye ar e nd ed De ce m be r 3 1, 20 2 0
Table 3
Uni t: NT$ / F orei gn cu rren cy i n t h o us an ds
| Table 3 | Uni t: NT$ / F o | rei gn cu rren cy | i n t h o us an ds | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| I n v e s t o r |
I n v e s t e e |
L o c a t i o n |
Main business activities |
Initial invest | ment amount | Shares held | as at December | 31,2020 | Net profit (loss) of the investee for the year ended at December 31, 2020 |
Investment income (loss) recognized by the Company for the year ended December 31,2020 |
F o o t n o t e | |
| Balance as at December 31, 2020 |
Balance as at December 31, 2019 |
Number of shares (in thousands) |
O wn 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. |
$ 632,541 129,225 266,415 488,851 88,000 588,611 127,323 |
$ 549,499 129,225 266,415 488,851 88,000 615,477 127,323 |
31,462 260 20,275 44,847 8,800 14,093 2,396 |
100.00 94.55 95.36 100.00 27.88 10.14 100.00 |
$ 319,660 4,545 304,309 353,009 73,362 414,728 - $ 1,469,613 |
( $ 33,972 ) Note 2 1,014 46,857 56,692 776 ( 337,923 ) ( 1,974 ) |
( $ 33,972 ) 959 44,683 56,692 216 ( 34,806 ) ( 1,974 ) $ 31,798 |
Subsidiaries 〃〃〃〃Investee company evaluated by the equity method Subsidiaries (Note 3) |
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 2020 issued by the Company for details.
Note 2: The Company merged Zi-Xiang Co., Ltd. on 1 December 2020.
Note 3: The net equity value of part of the long-term investment evaluated by the equity method as of 31 December 2019 was NT$728 thousand. Thus the book value was written down to zero, and the negative part of the net equity value was transferred to other liabilities.
138
Eve rs p ri n g I nd u st ry Co ., Lt d. and S u bsi di aries In fo rm at io n o n i nve st me nt s i n M ai nl an d C hi n a gai ns o r l o sse s Ye ar e nd ed De ce m be r 3 1, 20 2 0
Table 4
Uni t: NT$ / F orei gn cu rren cy i n t h o us an ds
| Investee in Mainland China |
Main business activities |
Paid-in capital | I n v e s t m e n t m e t h o d |
Accum amo remittan Taiw Mainlan as of Dec 20 |
ulated unt of ce from an to d China ember 31, 20 |
Amount remitted fro China/ Amount remitt theyear ended D |
m Taiwan to Mainland ed back to Taiwan for ecember 31,2020 |
Accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2020 |
Net income (loss) of investee as of December 31, 2020 |
Net income (loss) of investee as of December 31, 2020 |
Ownership held by the Company (direct or indirect) |
Investment income (loss) recognized by the Company for the year ended December 31, 2020 (Note 2) |
Book value of investments in Mainland China as of December 31, 2020 |
Accumulated amount of investment income remitted back to Taiwan as of December 31, 2020 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 15,788 |
Note 1 (2) Note 1 (2) Note 1 (5) Note 1 (6) |
USD ( NT$ USD ( NT$ |
16,184 515,438 ) 400 12,720 ) - - |
$ - - - USD 2,129 ( NT$ 60,647 ) |
$ - - - - |
USD 16,184 ( NT$ 515,438 ) USD 400 ( NT$ 12,720 ) - USD 2,129 ( NT$ 60,647 ) |
( RMB$ 5,0 ( NT$ 21,4 ( RMB$ 2,6 ( NT$ 11,3 ( RMB$ 8 ( NT$ 4,0 ( RMB$ 1,2 ( NT$ 5,4 |
01 ) 19 ) 12 ) 72 ) 06 ) 75 ) 47 ) 29 ) |
100 100 100 100 |
( RMB$ 5,001 ) ( NT$ 21,419 ) ( RMB$ 2,612 ) ( NT$ 11,372 ) ( RMB$ 806 ) ( NT$ 4,075 ) ( RMB$ 1,247 ) ( NT$ 5,429 ) |
RMB$ 71,279 NT$ 311,995 RMB$ - NT$ - RMB$ 2,065 NT$ 9,039 RMB$ 13,250 NT$ 53,900 |
$ - - - - |
| Accumu remittan to Mainland China |
lated amount of ce from Taiwan as of December 31,2020 |
Investment amount approved by the I of the Ministry of Economic |
nvestment Commiss Affairs (MOEA) |
ion | Ceiling o In |
n investments in Ma vestment Commissio |
inland China imposed by the n of MOEA (Note 3) |
|||||||
| USD (NT$ |
18,713 588,805) |
USD 18,713 (NT$ 588,805) |
NT$ | 1,410,616 |
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.
-
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.
139
Table 5
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, 2020
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 ofgoods | Import and sale ofgoods | Unit price | Terms of transaction | Terms of transaction | Notes and accounts receivable | (payable) | Unrealized gains and losses |
Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Payment terms | Comparison with general transactions |
Amount | % | ||||||
| Everspring Industry Co., Ltd. Everspring Industry Co., Ltd. Everspring Industry Co., Ltd. |
Dongguan Found Chain IOT CO., LTD DONGGUAN LI YUAN ELECTRONICS CO., LTD. NINGBO GUANGLIAN ELECTRONICS CO., LTD.. |
Purchases Purchases Purchases |
$ 11,772 73,273 2,911 |
10 65 3 |
Measured at the cost of related parties 〃〃 |
Credit and debt offsetting method: if the company has material preparation funds, it needs to receive them in advance. 〃〃 |
Credit and debt offsetting method 〃〃 |
Accounts payable $ 8,145 - 1,466 |
36 - 7 |
$ - - - |
--- |
-
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.
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Everspring Industry Co., Ltd. and Subsidiaries Major shareholders information Year ended December 31, 2020
Table 6
| Name of major shareholders | S h a |
r e s |
|---|---|---|
| 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”.
141
Everspring Industry Co., Ltd. and Subsidiaries The Contents of Statements of Major Accounting Items
| Statements | |
|---|---|
| Item | 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 method | Statement 4 |
| 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 |
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Everspring Industry Co., Ltd. and Subsidiaries Statement of cash and cash equivalents December 31, 2020
(All Amounts Expressed in Thousands of New Taiwan Dollars, Unless Specified Otherwise)
Statement 1
| Item Petty cash and cash on hand Checking deposits Demand deposits -NTD-USD-HKD-GBP-EUR-CNY-AUDRepurchase bond |
Description (USD 284 thousand, @28.480) (HKD 596, @3.673) (GBP 502, @38.90) (EUR 63 thousand, @35.02) (CNY 797 thousand, @4.377) (AUD 57, @21.95) |
Amount | |
|---|---|---|---|
| $ 406 21 131,587 8,101 2 20 2,191 3,489 1 145,391 45,082 $ 190,900 |
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Everspring Industry Co., Ltd. and Subsidiaries Statement of accounts receivable December 31, 2020
(All Amounts Expressed in Thousands of New Taiwan Dollars, Unless Specified Otherwise)
Statement 2
| Item TIMEGUARD LTD. PERRY ELECTRIC SRL Intergamma B.V. Askey Computer Corp. Others (Note) Less: Allowance for doubtful accounts |
Amount | |
|---|---|---|
( |
$ 7,397 4,754 1,883 869 2,192 17,095 143) $ 16,952 |
Note: The balance amount of each customers all are less than 5% of the account amount.
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Everspring Industry Co., Ltd. and Subsidiaries Statement of inventories December 31, 2020
(All Amounts Expressed in Thousands of New Taiwan Dollars, Unless Specified Otherwise) Statement 3
| Item Raw materials and supplies Finished goods Work in process |
Description | Amount(Note) | Amount(Note) | Amount(Note) | |
|---|---|---|---|---|---|
| Cost $ 2,057 4,029 10,378 $ 16,464 |
Net RealizableValue | ||||
| $ 2,057 4,029 10,378 $ 16,464 |
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.
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Everspring Industry Co., Ltd. and Subsidiaries Statement of changes in investments accounted for using equity method December 31, 2020
(All Amounts Expressed in Thousands of New Taiwan Dollars/Shares, Unless Specified Otherwise)
Statement 4
| N a m e 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,January1,2020 Shares (In Thousands) Amount 27,556 $ 290,488 260 3,815 20,275 257,101 44,847 290,652 8,800 73,146 14,945 379,164 2,396 1,298 $ 1,295,664 |
Balance,January1,2020 Shares (In Thousands) Amount 27,556 $ 290,488 260 3,815 20,275 257,101 44,847 290,652 8,800 73,146 14,945 379,164 2,396 1,298 $ 1,295,664 |
Additions Shares (In Thousands) Amount 3,906 $ 83,042 - - - - - - - - - - - - $ 83,042 |
Additions Shares (In Thousands) Amount 3,906 $ 83,042 - - - - - - - - - - - - $ 83,042 |
Decrease Shares (In Thousands) Amount - $ - - - - ( 10,451 ) - - - - ( 852 ) ( 9,719 ) - - ($ 20,170) |
Collateral using equity method ( $ 53,870 ) 730 57,659 62,357 216 45,283 ( 1,298) $ 111,077 |
Balance,December 31, | Balance,December 31, | Balance,December 31, | 2020 Amount $ 319,660 4,545 304,309 353,009 73,362 414,728 - $ 1,469,613 |
Market Value or Net Assets Value Unit Price Total Amount - $ - - - - - - - - - 59.2 - - - |
Collateral |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
Shares (In Thousands) 27,556 260 20,275 44,847 8,800 14,945 2,396 |
Shares (In Thousands) 3,906 - - - - - - |
Shares (In Thousands) - - - - - ( 852 ) - |
Shares (In Thousands) 31,462 260 20,275 44,847 8,800 14,093 2,396 |
% 100.00 94.55 95.36 100.00 27.88 10.14 100.00 |
Unit Price - - - - - 59.2 - |
|||||||
None〃〃〃〃〃〃 |
Note 1: It includes an investment loss of NT$33,972 thousand recognized following the equity method, a decrease of NT$12,245 thousand in the foreign currency translation adjustment, and a decrease of NT$7,653 thousand in the unrealized benefits and an increase of NT$8,342 thousand in the investment adjusted by the downstream transaction in the current period.
Note 2: Including NT$959 thousand of investment interests recognized by the equity method and NT$229 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$44,683 thousand, the decrease of foreign currency translation adjustment of NT$37 thousand, the increase of unrealized profit and loss of financial assets of NT$444 thousand, the increase of capital reserve – the long-term investment of NT$12,815 thousand, the receipt of dividends of NT$10,451 thousand and the decrease of actuarial profit and loss of defined benefits of NT$246 thousand. Note 4: It includes the recognition of investment benefits under the equity method of NT$56,692 thousand, the decrease of foreign currency translation adjustment of NT$4,144 thousand, the increase of unrealized profit and loss of financial assets of NT$496 thousand, the increase of capital reserve – the long-term investment of NT$1,037 thousand, the receipt of dividends of NT$10,451 thousand and the decrease of actuarial profit and loss of defined benefits of NT$12 thousand. Note 5: Including NT$216 thousand of investment interests recognized following the equity method in the current period.
Note 6: It includes an investment loss of NT$34,806 thousand recognized under the equity method, a decrease in foreign currency translation adjustments of NT$183 thousand, an increase in unrealized gains and losses of financial assets of NT$5,456 thousand, an increase in capital reserve – the long-term investment of NT$55,312 thousand and a decrease in actuarial gains and losses for determining benefits of NT$5,000 in the current period, and a reduction in the investment of NT$9,719 thousand from the sale of shares of Medigen Biotechnology Corporation and the transfer of shareholders' equity items to disposal of investment interests of NT$19,509 thousand.
Note 7: It includes the investment loss of NT$1,974 thousand recognized following the equity method, the decrease of foreign currency translation adjustment of NT$52 thousand, and the adjustment to other liabilities of NT$728 thousand in the current period.
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Everspring Industry Co., Ltd. and Subsidiaries Statement of operating costs December 31, 2020
(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 Less: segment consumption 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 |
|---|---|
| $ 4,561 ( 1,554 ) ( 2,057 ) ( 950) - 5,428 5,428 - 5,428 950 6,378 3,302 105,677 ( 4,029 ) 1,218 106,168 1,345 $ 113,891 |
147
Everspring Industry Co., Ltd. and Subsidiaries Statement of production overheads December 31, 2020
(All Amounts Expressed in Thousands of New Taiwan Dollars, Unless Specified Otherwise)
Statement 6
| Item Salary and Wages Insurance of labors Others (note) |
Amount | |
|---|---|---|
| $ 4,438 437 553 $ 5,428 |
Note: Amount of each item is less than 5% of the account amount.
148
Everspring Industry Co., Ltd. and Subsidiaries Statement of Operating expenses December 31, 2020
(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 Insurance Depreciation Professional service fees Others (note) Research and development expenses Salary and Wages Insurance Others (note) Expected credit loss Total |
Description | Amount | |
|---|---|---|---|
| $ 8,554 1,214 1,449 11,217 16,212 1,736 5,584 3,281 9,251 36,064 30,112 2,767 7,890 40,769 58 $ 88,108 |
Note: Amount of each item is less than 5% of the account amount.
149
Everspring Industry Co., Ltd. and Subsidiaries Statement of Operating expenses December 31, 2020 and 2019
(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 |
2020 | Total $ 57,678 5,450 3,139 1,634 2,217 5,845 1,191 $ 77,154 |
2019 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 |
Operating costs $ 3,773 334 126 - 131 605 - $ 4,969 |
Operating expenses $ 58,526 5,769 3,377 1,369 2,398 7,761 1,373 $ 80,573 |
Total | ||||||||
| $ 62,299 6,103 3,503 1,369 2,529 8,366 1,373 $ 85,542 |
Note:
-
As of December 31, 2020 and 2019, the Company had 73 and 80 employees, respectively, 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 2020 was $1,038 thousand and in 2019 was $1,020 thousand.
-
(2) Average employee salaries in 2020 were $874 thousand and in 2019 were $853 thousand.
-
(3) Adjustments of average employee salaries were 2%.
-
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.
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.
150
6.5 Latest Consolidated Financial Statements of the Parent Company and Subsidiaries Audited and Certified by CPAs
REPRESENTATION LETTER
The entities that are required to be included in the combined financial statements of EVERSPRING INDUSTRY(S)PTE LTD., as of and for the year ended December 31, 2020, under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standard 10, “Consolidated Financial Statements.” In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, EVERSPRING INDUSTRY(S)PTE LTD., and Subsidiaries do not prepare a separate set of combined financial statements.
COMPANY NAME: EVERSPRING INDUSTRY CO., LTD OWNER: Chang Tse Ling
MARCH 24, 2021 Taipei, Taiwn, R.O.C.
151
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders EVERSPRING INDUSTRY CO.,LTD
Opinion
We have audited the accompanying consolidated financial statements of EVERSPRING INDUSTRY CO.,LTD and its subsidiaries (the “company”), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statement present fairly. In all material respects, the consolidated financial position of the Company as of December 31,2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS),IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits for the year of 2020 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 for the year of 2019; and in accordance with the Official Letter No. Financial-Supervisory-Securities-Auditing-109036085 by the Financial Supervisory Commission on Feb.25,2020. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Focused Events
As described in Consolidated Financial Statements Notes 1 & 35, EVERSPRING INDUSTRY CO., LTD. absorbed and merged the subsidiary AUSPISTEK CORPORATION with 100% shares on December 1,2020. The merge was the reorganization under mutual control and was handled in accordance with the IFRS Q&A announced by the Accountant Research & Development Consortium Foundation and the related explanations. It should be deemed to have been consolidated from the beginning and re-edited individual financial statements for the comparison period. Since AUSPISTEK CORPORATION was originally included in the consolidated preparation subject, and the above matters have no impact on the consolidated financial statements. Therefore, the accountant did not revise the audit opinion for this reason.
Key Audit Matters
Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the
152
consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter for the Company’s consolidated financial statements for the year ended December 3 I, 2020 are stated as follows.
Income Recognition of sales revenue
Based on the audit regulations over income preset recognition, there are significant audit risks. EVERSPRING INDUSTRY CO., LTD and its subsidiaries are continuing actively to promote the sale of smart home safety control systems, Smart lighting fixtures and smart sensors, etc. The authenticity of the operating income recognition has a significant impact on the consolidated financial statements. Because the sales revenue of smart home security control systems, smart lighting fixtures and smart sensors are listed as key audit items.
In regard to the above important matters, the main audit procedures performed by the accountant are as follows:
-
Understand the effectiveness of the design and implementation of the internal control system related to income recognition.
-
Obtain the sales revenue details of smart home security control systems, smart lighting fixtures and smart power generators in the Republic of China in 2020, and check the original orders, shipping orders, invoices and other related documents of related transactions, and enter them into the account. Check the amount to confirm the authenticity of the income.
Other matters
In other matters included in the subsidiaries of PHASE ELECTRONICS(UK)LTD. financial statements, the Republic of China the year ended December 31 financial statements related to PHASE ELECTRONICS (UK) LTD. were reviewed by other accountants. Therefore, in the accountant’s opinion on PHASE ELECTRONICS (UK) LTD. financial statements, the amounts listed in the financial statements of PHASE ELECTRONICS (UK) LTD. are based on the audit reports of other accountants. For PHASE ELECTRONICS (UK) LTD., the total assets of February 31, 2010 were NT$ 6,156,000, which accounted for 0% of the consolidated total assets. The net operating income of the Republic of China was NT$ 2,405,000, accounting for the net consolidated operating income of 0%. In addition, the financial statements of Medigen Biotechnology Corporation were also included in the open financial statements. The financial statements of the investee company Medigen Biotechnology Corporation were checked by the equity method in the Republic of China in 2020 and 2019 by other accountants. Therefore, the accountant indicated his opinion that the investments of these investee companies using the equity method and their investment gains and losses are recognized based on the audit reports of other accountants. The amount of investment in these investee companies using the equity method as of December 31, 2020 and 2019 was NT$453,913,000 and NT$412,144,000, respectively, which accounted for 16% of the total consolidated assets. The share of profits and losses of affiliated companies recognized by the equity method of other investee companies were losses of NT$40,922,000 and NT$32,491,000 respectively, accounting for (20) % and 18% of the consolidated net profit (loss) before tax.
EVERSPRING INDUSTRY CO., LTD. has prepared individual financial statements for the year 2020 and 2019 of the Republic of China, and the audit report with unqualified opinions and other matters issued by the accountant is recorded for reference.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
153
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or ceases operations, or has no realistic alternative but to do so.
Those charged with governance (including members of the Audit Committee) are responsible for overseeing the Company's financial reporting process.
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements
154
represent the underlying transactions and events in a manner that achieves fair presentation.
- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters,
the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we describe these matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2020 and are therefore the key audit matters.
155
We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are MingChung Hsieh and Yu-shiou Su.
DELOITTE & TOUCHE TAIPEI, TAIWAN Republic of China Ming-Chung Hsieh Yu-shiou Su FSAC Approval Number:No. FinancialFSAC Approval Number:No. FinancialSupervisory-Securities-Auditing-1040024195
FSAC Approval Number:No. FinancialSupervisory-Securities-Auditing-1000028068
March 24, 2021
156
EVERSPRING INDUSTRY CO., LTD& SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2020 & 2019
Unit: in thousands of NTD
| Code 1100 1110 1120 1136 1150 1160 1172 1180 1200 1210 1220 130X 1460 1479 11XX 1510 1520 1550 1600 1755 1760 1821 1840 1920 1915 1975 1990 15XX 1XXX CODE 2100 2130 2150 2170 2219 2220 2230 2280 2260 2320 2399 21XX 2540 2570 2550 2580 2645 25XX 2XXX 3110 3200 3320 3350 3300 3410 3420 3400 31XX 36XX 3XXX |
ASSETS Current Assets Cash& Cash equivalents(Note 6) Financial Assets at fair value through profit or loss (Note 7)Financial assets at fair value through other comprehensive income-current (Note8) Financial assets at amortized cost (Note9) Hedging financial assets (Note10) Note and accounts receivable net from related Parties (Note 31) Accounts receivable (Note 10) Accounts receivable-net from related Parties (Note 31) Other accounts receivable (Note 10) Other accounts receivable-from related Parties (Note 31) Income tax assets for the current period (Note 27) Inventories (Note 11&32) Non-current assets for sale (Note 13) Other current Assets-others (Note 19) Total current Assets Non-current assets Financial assets at fair value through profit & loss-non-current (Note 7) Financial assets at fair value through other comprehensive income-non-current (Note 8) Investment accounted for using the equity method (Note 14) Property, plant and equipment (Note 15 & 32) Right-of-use assets (Note 16) Net investment property (Note 17 & 32) Other Intangible assets (Note 18) Deferred Income tax assets (Note 27) Refundable deposits Prepaid equipment (Note 19) Net defined benefit assets-non-current (Note 22) Other non-current assets (Note 19) Total non-current assets Total Assets LIABILITIES AND EQUITY CURRENT LIABILITIES shot-term loans (Note 20) Contract liabilities current (Note 25) Bills payable (Note 21) Accounts payable (Note 21) Other accounts payable (Note 22) Other accounts payable to related parties (Note 31) Current income tax liabilities (Note 27) Lease liability current (Note16) Liabilities directly related to non -current assets to be sold (Note 13) Long-term loans due within one year (Note 20) Other current liabilities (Note 22) Total Current assets Non-current Liabilities Long term loans (Note 20) Deferred income tax liabilities (Note 27) Accrued pension liabilities (Note 23) Lease liabilities non-current (Note 16) Guarantee deposits (Note 22) Total non-current liabilities Total liabilities Equity Attributable to the Shareholders of the Company Capital Stock Common stock Capital surplus Retained Earnings Special earnings surplus Unappropriated earnings Total retained earnings Total Other Equity Conversion difference in the conversion of financial statements of foreign operating organizations Unrealized gains and losses of financial assets measured at fair value through other comprehensive gains and losses Total other equity Total owner's equity of the company Non-controlling interests Total equity Total liabilities and equity |
December 31,2020 | December 31,2020 | %13 13 - 1 - - 2 - - - - 18 11 1 59 - 2 16 9 - 9 2 3 - - - - 41 100 5 3 - - 2 - - - 3 1 - 14 5 - - - 1 6 20 73 15 2 8) 6) 2 ) - 2) 80 - 80 100 |
December 31,2019 | December 31,2019 | |||
|---|---|---|---|---|---|---|---|---|---|
| Amount $ 371,375 388,299 188 21,000 4,731 961 50,857 3,905 260 - - 529,027 335,082 16,943 1,722,628 991 53,990 453,913 262,615 12,433 270,471 57,795 82,503 9,842 240 - 1,187 1,205,980 $ 2,928,608 $ 136,735 69,617 725 7,240 60,367 - 10,511 5,028 87,195 25,160 5,719 408,297 152,303 - 1,486 7,465 7,768 169,022 577,319 2,140,216 454,830 45,041 221,237) 176,196) 48,974 ) 18,849) 67,823) 2,351,027 262 2,351,289 $ 2,928,608 |
Amount $ 349,641 115,126 186 3,000 5,412 - 71,019 3,805 3,160 10 254 546,343 - 43,903 1,141,859 1,632 48,770 412,144 546,261 42,096 276,275 85,006 81,214 6,949 - 469 232 1,501,048 $ 2,642,907 $ 176,050 55,804 1,487 34,876 80,581 5,279 4,238 4,325 - 21,619 4,954 389,213 148,381 527 - 15,429 6,398 170,735 559,948 2,140,216 385,666 45,041 416,242) 371,201) 40,372 ) 31,570) 71,942) 2,082,739 220 2,082,959 $ 2,642,907 |
% |
|||||||
( ( ( ( ( |
( ( ( ( |
( ( ( ( ( |
( ( ( ( ( |
13 4 - - - - 3 - - - - 21 - 2 43 - 2 16 21 2 10 3 3 - - - - 57 100 7 2 - 2 3 - - - - 1 - 15 6 - - - - 6 21 81 15 2 16) 14) 2 ) 1) 3) 79 - 79 100 |
The accompanying notes are an integral part of the consolidated financial statements (Please refer to the audit report of the Deloitte & Touche on Mar. 24,2021)
Chairman: Chang Tse Ling Manager: Chang Tse Ling Accounting Supervisor: Li Hsiu Ting
157
EVERSPRING INDUSTRY CO., LTD & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FROM JANUARY1 TO DECEMBER 31 2019 & 2020
| Code Operating income (Note 25) 4110 Sales Revenue 4600 Labor Income 4800 Other Operating Income 4000 Total Operating Income Operating Expenses 5110 Sale Expenses 5600 Labor Expenses 5800 Other Operating Expenses 5000 Total Operating Expenses 5900 Operating Gross Profit Operating Expenses 6100 Marketing Expenses 6200 Managing Expenses 6300 Research and Development Expenses 6450 Expected credit impairment (returning benefit) loss 6000 Total Operating Expenses 6900 Net Operating Loses Non-operating income and expenses 7100 Interest Income (Note 26) 7010 Other Income (Note 26) 7020 Other profits and loses (Note 26) 7060 Share of Profits and Losses of Affiliated Companies Recognized Using the Equity Method 7050 Financial Expenses (Note 26) |
Year 2020 | Year 2020 | |
|---|---|---|---|
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| Code 7000 Total Non-operating Income and Expenses 7900 Profits Before Tax (loss) 7950 Income Tax Expenses(Note 27) 8200 Net Profit (loss) for the Period Other comprehensive gains and losses this year (net) 8310 Items not reclassified subsequently to profit or loss 8311 Remeasurement of Defined Benefit Obligation 8316 Unrealized gain on investments in equity instruments at fair value through other comprehensive income 8320 Share of other comprehensive profits and losses of subsidiaries and affiliates 8360 Item that may be reclassified subsequently to profit and loss 8361 Exchange differences arising in translation of foreign operations 8370 Share of other comprehensive profits and losses of affiliates recognized using the equity method 8300 Total other comprehensive profit and loss (net) 8500 Total comprehensive profit and loss for the year Net surplus (loss) attributable to 8610 Shareholders of the company 8620 Non-controlling interests 8600 |
Year 2020 | Year 2020 | |
|---|---|---|---|
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| Code The total comprehensive profit and loss is attributable to 8710 Shareholders of the company 8720 Non-controlling interests 8700 Earnings (loss) per share (Note 28) 9710 Basic 9810 Diluted |
Year 2020 | Year 2020 | %38 - 38 |
Year 2019 | Year 2019 | |
|---|---|---|---|---|---|---|
| Amount $ 199,124 42 $ 199,166 $ 0.91 $ 0.91 |
Amount ( $ 180,581 ) 56 ($ 180,525) ($ 0.84) ($ 0.84) |
% |
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| ( 29 ) - (29) |
The accompanying notes are an integral part of the consolidated financial statements (Please refer to the audit report of the Deloitte & Touche on Mar. 24,2021)
Chairman: Chang Tse Ling Manager: Chang Tse Ling Accounting Supervisor: Li Hsiu Ting
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EVERSPRING INDUSTRY CO., LTD&SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
JANUARY 1~DECEMBER 31 OF YEAR 2020 AND 2019
(IN THOUSANDS OF New Taiwan Dollars)
| Code A1 Balance, January 1, 2019 C7 Changes in related parties Recognition of using equity method D1 Net income in 2019 D3 other comprehensive income(loss) in 2019, after income tax D5 Total comprehensive income (loss) in 2019 Q1 disposal of investments in equity instruments at fair value through other comprehensive income Z1 Balance, December 31, 2019 C7 Changes in equities recognition of associates in using equity method D1 Net income in 2020 D3 Other comprehensive income(loss) in 2020, after income tax D5 Total comprehensive income in 2020 Z1 Balance, December 31, 2020 |
EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE | EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE | EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE | PARENTCOMPANY | Total $ 2,274,999 ( 11,679 ) ( 180,666 ) 85 ( 180,581) - 2,082,739 69,164 195,268 3,856 199,124 $ 2,351,027 |
Non-controlling interests $ 164 - 61 5) 56 - 220 - 55 13) 42 $ 262 |
Total equity | |||
|---|---|---|---|---|---|---|---|---|---|---|
| Common stock $ 2,140,216 - - - - - 2,140,216 - - - - $ 2,140,216 |
Capital reserve $ 397,345 ( 11,679 ) - - - - 385,666 69,164 - - - $ 454,830 |
RETAINED EARNINGS legal capital reserve special capital reserve Unappropriated earnings $ - $ 45,041 ( $ 243,515 ) - - - - - ( 180,666 ) - - 127 - - ( 180,539) - - 7,812 - 45,041 ( 416,242 ) - - - - - 195,268 - - ( 263) - - 195,005 $ - $ 45,041 ($ 221,237) |
OTHERS Foreign Currency Translation Reserve Unrealized Gain(Loss) on Financial Assets at fair value Through Other Comprehensive Income ( $ 27,564 ) ( $ 36,524 ) - - - - ( 12,808) 12,766 ( 12,808) 12,766 - ( 7,812) ( 40,372 ) ( 31,570 ) - - - - ( 8,602) 12,721 ( 8,602) 12,721 ($ 48,974) ($ 18,849) |
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| Foreign Currency Translation Reserve ( $ 27,564 ) - - ( 12,808) ( 12,808) - ( 40,372 ) - - ( 8,602) ( 8,602) ($ 48,974) |
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| legal capital reserve $ - - - - - - - - - - - $ - |
special capital reserve $ 45,041 - - - - - 45,041 - - - - $ 45,041 |
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( ( |
$ 2,275,163 ( 11,679 ) ( 180,605 ) 80 ( 180,525) - 2,082,959 69,164 195,323 3,843 199,166 $ 2,351,289 |
。 The accompanying notes are an integral part of the consolidated financial statements.
( please refer to auditors’ report issued by Deloitte & Touche on March 24, 2021 )
Chairman: Chang Tse Ling
General manager: Chang Tse Ling
Accounting supervisor: Li Hsiu Ting
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EVERSPRING INDUSTRY CO., LTD & SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FROM JANUARY1 TO DECEMBER 31 2019 & 2020
Unit: In Thousands of NTD
| Code Cash flows from operating activities A10000Net profit (Loss)before tax for the current period A20010Income and expense items that do not affect cash flows A22900 Lease modification benefits A20100 Depreciation expense A20200 Amortization expenses A29900Expected credit impairment(returning benefit) loss A20400Loss (gain) on financial instruments at fair value through profit or loss net A20900 Financial costs A21200 Interest income A21300 Dividend income A22300Share of losses of affiliated companies using the equity method A22500Disposal of loss of property, plant and equipment (profit) A22800 Loss in disposing intangible assets A23100 Disposal of investment interests A23200Disposal of investment interests using the equity method A30000Net changeable number for operating in Assets and liabilities A31130 Bills receivable A31140 Bill receivable-related parties A31150 Accounts receivable A31160 Accounts receivable-related parties A31180 Other receivables A31190 Other receivables-related parties A31200 Stock A31240 Other current assets A31990 Net defined benefit Assets-non-current A32125 Contract liabilities A32130 Bills payable A32150 Accounts payable A32180 Other payables A32190 Other payable-related parties |
Year 2020 $ 202,270 ( 72 ) 47,622 28,077 ( 310 ) ( 198,046 ) 4,943 ( 1,157 ) ( 92 ) 40,922 ( 207 ) 423 ( 111,681 ) ( 50,589 ) 681 ( 961 ) 20,464 ( 100 ) 2,900 10 17,123 26,613 - 13,813 ( 762 ) ( 11,233 ) ( 15,077 ) ( 5,279 ) |
Year 2019 |
|---|---|---|
| ( $ 177,285 ) - 54,130 28,876 1,042 30,302 5,651 ( 1,925 ) ( 99 ) 32,491 1,106 120 - ( 43,952 ) 4,275 - ( 4,762 ) 55 1,452 ( 10 ) 20,486 432 ( 153 ) ( 9,358 ) ( 1,391 ) 6,628 ( 20,193 ) ( 79 ) |
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| Code A32240 Net defined benefit liabilities A32230 Other current liabilities A33000 Cash generated from operations A33300 Interest paid A33500 Income tax paid AAAANet cash inflow from operating activities Cash Flows from Investing Activities B00010Financial assets at fair value through other comprehensive gains and losses B00300Financial assets measured at fair value through profit and loss, capital reduction and return of shares B00030Financial assets measured at fair value Through other comprehensive gains and losses B00040 financial assets at amortized cost B00050Disposal of financial assets measured at amortized cost B00100financial assets measured at fair value through profit and loss B00200Disposal of financial assets measured at fair value through profit or loss B01500Disposal of long-term equity investment using equity method B02700 Purchase property, plant & equipment B02800 Disposal of property, plant & equipment B03800 Decrease of guarantee deposits (increase) B04500 Purchase intangible assets B06800 Other non-current assets decrease B07200 Prepaid equipment Decrease (increase) B07500 Interests received B07600 Dividends received B09900 Increase in other current assets BBBB Net cash inflow from investing activities Cash flow from financing activities C00100 Increase in short-term borrowing C01600 Long-term loans C01700 Long-term loan repayment C03100Guarantee Increase (decrease) in deposits C04020 Lease principal repayment |
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| Code CCCC Net cash inflow from financing activities DDDD impact of exchange rate changes on cash and cash equivalents EEEE Net increase in cash and cash equivalents E00100 Balance of cash and cash equivalents at the beginning of the year E00200 Balance of cash and cash equivalents at the end of the year Adjustment of Cash and Cash Equivalents at the End of |
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|---|---|
Code E00210 Cash and cash equivalents E00240 Cash and cash equivalents included in the group of disposals pending sale E00200 Adjustment of year-end cash and cash equivalents |
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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. 24,2021)
Chairman: Chang Tse Ling Manager: Chang Tse Ling Accounting Supervisor: Li Hsiu Ting
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EVERSPRING INDUSTRY CO., LTD & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise)
1. GENERAL
- Everspring Industry Co., Ltd (the “Group” or “Everspring”), a Republic of China (R.O.C.) corporation, was incorporated in New Taipei City on April, 1980. The Company started business in April of the same year. The main business is the manufacturing, reprocessing and trading of burglar alarm and other electronic products and parts.
On November 15, 1996, the Group’s shares were traded on the ROC Overthe-Counter Securities Exchange [ROSE]. On June 15, 1999, the Group ’s shares were listed on the Taiwan Stock Exchange (TWSE).
To enhancing the business benefits and brand integration of Everspring, the Group planned to reorganize of the group. On November 11, 2020, the board of directors (Everspring Industry Co., Ltd) resolved business combination with Auspistek Corporation. The reference date for the merger was December 1, 2020. Everspring would be the surviving company while Auspistek Corporation would be dissolved in the merger. For details, please refer Note 30.
This consolidated financial statement is denominated in NT Dollar, the functional currency of the Everspring.
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THE AUTHORIZATION OF FINANCIAL STATEMENTS
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The accompanying consolidated financial statements were approved and authorized for issue by the Board of Directors on March 24, 2021.
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APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS
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(a) Initianl application of the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations (IFRIC) and Interpretation Announcements (SIC) (hereinafter referred to as "IFRSs") ebdirsed and issued into effect by the Financial Supervisory Commission (FSC)
Except for the following descriptions, the application of IFRSs recognized and issued by the Financial Supervisory Commission (abbreviated as FSC below) did not have a significant impact on the Group’s accounting policies:
- Amendments to IAS 1 and IAS 8 on the “definition of material” The Group adopted the amendments starting from January 1, 2020. The threshold of materiality that could influence users has been
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changed to “could reasonably be expected to influence”. Accordingly, disclosures in the consolidated financial statements do not include immaterial information that may obscure material information.
- (b) The IFRSs endorsed by the FSC for application starting from 2021
Effective Date New, Revised or Amended Standards & Interpretations Announced by IASB Amendments to IFRS 4 “Extension of the Temporary Exemption Effective immediately upon from Applying IFRS 9” promulgation by the IASB Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 January 1, 2021 “Interest Rate Benchmark Reform - Phase 2” Amendment to IFRS 16 “Covid-19-related Rent June 1, 2020 Concessions”
As of the date the accompanying consolidated 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
| by the FSC | |
|---|---|
| New,Revised or Amended Standards and Interpretations Annual Improvements to IFRS Standards 2018–2020 Amendments to IFRS 3 “Reference to the Conceptual Framework” Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associate or Joint Venture” IFRS 17 “Insurance Contracts” Amendments to IFRS 17 Amendments to IAS 1 “Classification of Liabilities as Current or Noncurrent” Amendments to IAS 1 “Disclosure of Accounting Policies” Amendments to IAS 8 “Definition of Accounting Estimates” Amendments to IAS 16 “Property, Plant and Equipment – Proceeds before Intended Use” Amendments to IAS 37 “Onerous Contracts–Cost of Fulfilling a Contract” |
E f f e c t i v e D a t e I s s u e d byIASB(Note 1) |
| January 1, 2022 (Note 2) January 1, 2022 (Note 3) To be determined by IASB January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2023 (Note 6) January 1, 2023 (Note 7) January 1, 2022 (Note 4) January 1, 2022 (Note 5) |
Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.
Note 2: The amendments to IFRS 9 will be applied prospectively to modifications and exchanges of financial liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 “Agriculture” will be applied prospectively to the fair value measurements on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 “First-time Adoptions of
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IFRSs” will be applied retrospectively for annual reporting periods beginning on or after January 1, 2022.
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Note 3: 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 4: 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 5: The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.
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Note 6: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.
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Note 7: 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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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 amendments also clarify that:
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Accounting policy information that relates to immaterial transactions, other events or conditions is immaterial and need not be disclosed;
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The Group may consider the accounting policy information as material because of the nature of the related transactions, other events or conditions, even if the amounts are immaterial; and
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Not all accounting policy information relating to material transactions, other events or conditions is itself material.
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The amendments also illustrate that accounting policy information is likely to be considered as material to the financial statements if that information relates to material transactions, other events or conditions and:
(1) The Group changed its accounting policy during the reporting period and this change resulted in a material change to the information in the financial statements;
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(2) The Group chose the accounting policy from options permitted by the standards;
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(3) The accounting policy was developed in accordance with IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors” in the absence of an IFRS that specifically applies; (4) The accounting policy relates to an area for which the Group is required to make significant judgements or assumptions in applying an accounting policy, and the Group discloses those
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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 Group may be required to measure items at monetary amounts that cannot be observed directly and must instead be estimated. In such a case, the Group uses measurement techniques and inputs to develop accounting estimates to achieve the objective. The effects on an accounting estimate of a change in a measurement technique or a change in an input are changes in accounting estimates unless they result from the correction of prior period errors.
Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Group’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- (1) Statement of compliance
The accompanying consolidated financial statements have been prepared in conformity with the Regulations Governing the Preparation of Financical Reports by Securities Issuers and the IFRSs endorsed b y the FSC with the effective dates (collectively, “Taiwan-IFRS”).
- (2) Basis of preparation
The consolidated financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value and net defined benefit liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets.
The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:
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1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
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2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
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3) Level 3 inputs are unobservable inputs for an asset or liability.
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(3) Classification of current and non-current assets and liabilities
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Current assets include:
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1) Assets held primarily for the purpose of trading;
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2) Assets expected to be realized within 12 months after the reporting period; and
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3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.
Current liabilities include:
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1) Liabilities held primarily for the purpose of trading;
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2) Liabilities due to be settled within 12 months after the reporting period and
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3) Liabilities for which the Company does not have an unconditional right to defer settlement for at least 12 months after the reporting period.
Assets and liabilities that are not classified as current are classified as non-current.
- (4) BASIS OF CONSOLIDATION
The consolidated financial statements incorporate the financial statements of the Group and the entities controlled by the Group (i.e. its subsidiaries). Income and expenses of subsidiaries acquired or disposed of are included in the consolidated statement of comprehensive income from the effective date of acquisition and up to the effective date of disposal, as appropriate. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation. Total comprehensive income of subsidiaries is attributed to the owners of the Corporation and to the noncontrolling interests even if this results in the non-controlling interests having a deficit balance.
Changes in the Company’s ownership interests in subsidiaries that do not result in the Company losing control
over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Company’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to shareholders of the parent.
See Note 12 for detailed information on subsidiaries (including percentages of ownership and main businesses).
- (5) Foreign currencies
In preparing the consolidated financial statements, transactions in currencies other than the Group’s functional currency (i.e. foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.
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At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.
Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income; in which cases, the exchange differences are also recognized directly in other comprehensive income.
Non-monetary item denominated in a foreign currency and measured at historical cost is stated at the reporting currency as originally translated from the foreign currency.
For the purposes of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations (including of the subsidiaries and associates in other countries with currencies used different from the Group) are translated into New Taiwan dollars using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising are recognized in other comprehensive income.
On the disposal of a foreign operation (i.e. a disposal of the Group’s entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation, or a disposal involving loss of significant influence over an associate that includes a foreign operation), all of the exchange differences accumulated in equity in respect of that operation attributable to the owners of the Group are reclassified to profit or loss.
In relation to a partial disposal of a subsidiary that does not result in the Group losing control over the subsidiary, the proportionate share of accumulated exchange differences are re-attributed to non-controlling interests of the subsidiary and are not recognized in profit or loss. For all other partial disposals, the proportionate share of the accumulated exchange differences recognized in other comprehensive income is reclassified to profit or loss.
- (6) Inventories Inventories consist of raw materials, supplies, finished goods and work-inprocess and are stated at the lower of cost or net realizable value. The cost of construction land is the mandatory expenses for the obtaining the available location and status. Inventories are recorded at weighted-average cost on the balance sheet date.
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Inventory write-downs are made by item, except where it may be appropriate to Group similar or related items. Net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at weightedaverage cost on the balance sheet date.
- (7) Investment in associates
An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. The results and assets and liabilities of associates are incorporated in these consolidated financial statements using the equity method of accounting.
Under the equity method, an investment in an associate is initially recognized at cost and adjusted thereafter to recognize the Group’s share of the profit or loss and other comprehensive income of the associate. The Group also recognizes the changes in the Group’s share of equity of associates.
Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets and liabilities of an associate recognized at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit or loss.
When the Group subscribes for additional new shares of the associate, at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Group’s proportionate interest in the associate. The Group records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus - changes in the Group’s share of equity of associates. If the Group’s ownership interest is reduced due to the additional subscription of the new shares of associate, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate is reclassified to profit or loss on the same basis as would be required if the investee had directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for by the equity method is insufficient, the shortage is debited to retained earnings.
When the Group’s share of losses of an associate equals or exceeds its interest in that associate (including carrying amount of investments in associates using equity method and other long-term interests of net investment in associates and joint ventures), the Group discontinues recognizing its share of further losses. Additional losses and liabilities are recognized only to the extent that the Group has incurred legal obligations, or constructive obligations, or made payments on behalf of that associate.
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The entire carrying amount of the investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized is deducted from investment and carrying amount of investment is net of impairment loss. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.
The Group discontinues the use of the equity method from the date on which it ceases to have significant influence over the associate. Any retained investment is measured at fair value at that date and the fair value is regarded as its fair value on initial recognition as a financial asset. The difference between the previous carrying amount of the associate attributable to the retained interest and its fair value is included in the determination of the gain or loss on disposal of the associate. The Group accounts for all amounts previously recognized in other comprehensive income in relation to that associate on the same basis as would be required if that associate had directly disposed of the related assets or liabilities. If an investment in the associate becomes an investment in a joint venture, or an investment in a joint venture becomes an investment in the associate, the Group will continue to use the equity method without re-evaluating the retained equity.
When the Group entity transacts with its associate, profits and losses resulting from the transactions with the associate are recognized in the consolidated financial statements to the extent of interests in the associate that are not related to the Group.
- (8) Property, Plant and Equipment
Property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment loss.
Freehold land is not depreciated.
Depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effects of any changes in the estimates accounted for on a prospective basis.
On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.
- (9) Investment properties
Investment properties are properties held to earn rentals and/or for capital appreciation (including property under construction for such purposes). Investment properties also include land held for a currently undetermined future use.
Investment properties are initially measured at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured
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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.
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(10) Intangible Assets
-
Intangible assets acquired separately Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful lives, residual values, and amortization methods are reviewed at the end of each reporting period, with the effect of any changes in the estimates accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are measured at cost less accumulated impairment loss.
-
Derecognition of intangible assets On derecognition of an intangible asset, the difference between the net disposal
proceeds and the carrying amount of the asset is recognized in profit or loss.
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(11) Impairment of Tangible and Intangible Assets
- At the end of each reporting period, the Group reviews the carrying amounts of its tangible assets and other intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cashgenerating 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 cashgenerating unit in prior years. A reversal of an impairment loss is recognized in
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profit or loss.
- (12) Non-current assets held for sale
Non-current assets are classified as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the non-current asset is available for immediate sale in its present condition. To meet the criteria for the sale being highly probable, the appropriate level of management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within 1 year from the date of classification.
If the changes in the Company’s ownership interest in a subsidiary that result in the Company losing control of the subsidiary when disposal, and the Company retains non-controlling interests of subsidiary. All the assets and liabilities are recognized as held for sale.
Non-current assets held for sale are measured at the lower of their previous carrying amount and fair value less costs to sell. Recognition of depreciation of those assets would cease.
- (13) Financial Instruments
Financial assets and financial liabilities are recognized on the consolidated balance sheet when the consolidated company becomes a party to the contract terms of the instrument.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss.
1. Financial Instruments
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.
a) Measurement categories
Financial assets are classified into the following categories: Financial assets at FVTPL, financial assets at amortized cost and equity instruments at FVTOCI.
-
i. Financial assets at FVTPL
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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.
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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 30.
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ii. Financial assets at amortized Financial assets that meet the following conditions are subsequently measured at amortized cost:
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i) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
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ii) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
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 determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.
Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset, except for:
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a. Purchased or originated credit-impaired financial assets, for which interest income is calculated by applying the credit-adjusted effective interest rate to the amortized cost of such financial assets; and
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b. Financial assets that are not credit-impaired on purchase or origination but have subsequently become credit-impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets in subsequent reporting periods.
Cash equivalents include time deposits with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value and repurchase bond. These cash equivalents are held for the purpose of meeting short -term cash commitments.
iii. Investments in equity instruments at FVTOCIC
On initial recognition, the Group may make an irrevocable election to designate investments in equity instruments as
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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 Group’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.
b) Impairment of financial assets
The Group recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including trade receivables).
The Company always recognizes lifetime expected credit losses (ECLs) for trade receivables. For all other financial instruments, the Company recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.
Expected credit losses reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.
The Group recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account, except for investments in debt instruments that are measured at FVTOCI, for which the loss allowance is recognized in other comprehensive income and does not reduce the carrying amount of such a financial asset.
c) Derecognition of financial assets
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The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.
On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset ’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment in a debt instrument at FVTOCI, the difference between the asset ’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss which had been recognized in other comprehensive income is recognized in profit or loss. However, on derecognition of an investment in an equity instrument at FVTOCI, the difference between the asset ’s carrying amount and the sum of the consideration receive d 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.
- Equity instruments
Debt and equity instruments issued by a group entity are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments issued by a group entity are recognized at the proceeds received, net of direct issue costs.
Repurchase of Everspring’s own equity instruments is recognized in and deducted directly from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issuance or cancellation of Everspring’s own equity instruments.
3. Financial liabilities
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a) Subsequent measurement
- All financial liabilities are measured at amortized cost using the effective interest method.
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b) Derecognition of financial liabilities
- The difference between the carrying amount of a financial liabilit y derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
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(14) Revenue recognition
The Group identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.
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- a) Revenue from the sale of goods Sales are customers obtain control of the promised goods which is generally when the goods are delivered to the customers ’ specified locations.
Revenue from sale of goods is measured at the fair value of the consideration received or receivable.
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b) Revenue from the rendering of services
- As the Group provides security service, which is price individually or negotiated. The Group identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied. Hence, the related revenue is recognized as straightline basis.
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(15) Leases
At the inception of a contract, the Group assesses whether the contract is, or contains, a lease.
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1) The Group as lessor
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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 amounts of the underlying assets and recognized as expenses on a straight - line basis over the lease terms.
- 2) The Group as lessee
The Company recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.
Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in Group’s consolidated financial
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statements.
Right-of-use assets are depreciated using the straight -line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.
Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments, in-substance fixed payments, variable lease payments which depend on an index or a rate. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses the lessee’s incremental borrowing rate.
Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in a lease term or a change in future lease payments resulting from a change in an index or a rate used to determine those payments, the Group remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line on the consolidated balance sheets.
Variable lease payments that do not depend on an index or a rate are recognized as expenses in the periods in which they are incurred.
(16) Employee Benefits
- a) Short-term Employee Benefits
Liabilities recognized in respect of short -term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.
b) Retirement benefits
Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered services entitling them to the contributions.
Defined benefit costs (including service cost, net interest and remeasurement) under defined benefit ret irement benefit plans are determined using the projected unit credit method. Service cost and net interest on the net defined benefit liabilities are recognized as employee benefits expense in the period in which they occur. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be
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reclassified to profit or loss.
Net defined benefit liability (asset) represents the actual deficit (surplus) in the Group’s defined benefit plan. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.
(17) Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax
- a) Current tax
Income tax payable (recoverable) is based on taxable profit (loss) for the year determined according to the applicable tax laws of each tax jurisdiction.
According to the Income Tax Law, an additional tax on unappropriated earnings is provided for as income tax in the year the shareholders approve to retain earnings.
Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.
- b) Deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profit s will be available against which those deductible temporary differences can be utilized.
Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, associates and joint arrangement, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized 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
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unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liabilities are settled or the assets are realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
- c) Current and deferred taxes for the year
- Current and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity; in which case, the current and deferred taxes are also recognized in other comprehensive income or directly in equity, respectively.
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CRITICAL ACCUNTING JUDGEMETNS AND KEY SOURCES OF ESTIMATION AND UNCERTAINTY
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In the application of the Group’s accounting policies, the Group’s management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered re levant. Actual results may differ from these estimates.
The Company considers the economic implications of the COVID -19 when making its critical accounting estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revisions affect only that period or in the period of the revisions and future periods if the revisions affect both current and future periods.
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6. CASH AND CASH EQUIVALENTS
| 6. | CASH AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS | CASH AND CASH EQUIVALENTS |
|---|---|---|---|
| 7. | December31,2020 December31,2019 Cash on hand $ 1,174 $ 1,223 Checking accounts and cash in bank 313,619 278,949 Cash equivalents Time deposits with original maturities less than 3 months 11,500 46,480 Bonds with repurchase agreements 45,082 22,989 $ 371,375 $ 349,641 The market rate intervals of cash in banks and fixed deposits with repurchase agreements at the end of the reporting period were as follows: December 31,2020 December 31,2019 Bank balance 0.005%~0.15% 0.001%~0.33% Fixed deposits 0.35%~0.4% 0.63%~2.18% Bonds with repurchase agreements 0.25% 0.45% FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS December 31,2020 December 31,2019 Financial assets-Current Mandatorily measured at FVTPL Non-derivative financial assets -Domestic listed shares $ 388,299 $ 115,126 Financial assets–Non-current Mandatorily measured at FVTPL Non-derivative financial assets -Mutual funds $ 991 $ 1,632 |
||
| LOSS Financial assets-Current Mandatorily measured at FVTPL Non-derivative financial assets -Domestic listed shares Financial assets–Non-current Mandatorily measured at FVTPL Non-derivative financial assets -Mutual funds |
December 31,2020 $ 388,299 $ 991 |
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1) As December 31, 2020, the Group acquired $145,800,000 dollars of domestic listed shares of the financial assets – current which mandatorily measured at FVTPL. And the Group sold $71,188,000 dollars of domestic listed shares with the disposal price $182,869,000 dollars. The gain of investment is $111,681,000 dollars. As December 31, 2020, the financial assets – noncurrent with mandatorily measured at FVTPL is $126 ,000 dollars.
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2) As December 31, 2020 and 2019, the financial asset at fair value through profit or loss is $198,046,000 dollars and ($30,302) thousand dollars respectively.
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| 8. | FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER |
FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER |
FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER |
FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER |
|---|---|---|---|---|
| COMPREHENSIVE INCOME Current Domestic investment Listed and emerging shares Fubon Financial Holding Co., Ltd. (Ordinary share) Non-current Domestic investment Unlisted shares Benetop Technology Co., Ltd. (Ordinary share) Eleceram Technology Co., Ltd. (Ordinary share) Subtotal Foreign investments Translink Capital |
December 31,2020 $ 188 $ 373 21,476 21,849 32,141 $ 53,990 |
December 31,2019 | ||
| $ 186 $ 383 15,143 15,526 33,244 $ 48,770 |
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(1) The Group purchased NT$1,246,000 of foreign private funds in the Year 2019.
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(2) The Group received back NT$ 696,000 for the return for capital reduction in the Year 2019.
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(3) These investments in equity instruments are not held for trading. Instead, they are held for medium to long-term strategic purposes. Accordingly, the management elected to designate these investments in equity instruments as at FVTOCI as they believe that recognizing short -term fluctuations in these investments’ fair value in profit or loss would not be consistent with the Group’s strategy of holding these investments for long-term purposes.
9. FINANCIAL ASSETS AT AMORTIZED COST
| Current Domestic investments Time deposits with original maturity dated over 3 months Restricted Assets -trust account |
December 31,2020 $ 3,000 18,000 $ 21,000 |
December 31,2019 | December 31,2019 |
|---|---|---|---|
| $ 3,000 - $ 3,000 |
As November 2, 2020, Tung Sheng Development Corporation signed the contract of the sale and purchase with the non-related party Li Tian 、 Development Co. Ltd for deposal of land and buildings on No. 488 -1 488-2、488-11、488-12、488-20, Linyi Section, Zhongzheng District, Taipei City. The total amount is NT$184,880,000 dollars and completed temporal transfer on January, 2021. Tung Sheng Development Corporation received $18,000,000 when contract signed. For the details of disposal, please refer the Note 25.
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| 10.NOTES RECEIVABLE, TRADE RECEIVABLES RECEIVABLES December 31,2020 Notes receivable Notes receivables $ 4,731 Note receivables-related parties $ 961 Trade receivables At amortized cost Carrying amount -Non-Related Parties $ 51,392 Carrying amount-Related Parties 3,905 Less: Allowance for impairment loss ( 535) $ 54,762 Other receivables $ 260 Other receivables-Related Parties $ - |
10.NOTES RECEIVABLE, TRADE RECEIVABLES RECEIVABLES December 31,2020 Notes receivable Notes receivables $ 4,731 Note receivables-related parties $ 961 Trade receivables At amortized cost Carrying amount -Non-Related Parties $ 51,392 Carrying amount-Related Parties 3,905 Less: Allowance for impairment loss ( 535) $ 54,762 Other receivables $ 260 Other receivables-Related Parties $ - |
10.NOTES RECEIVABLE, TRADE RECEIVABLES RECEIVABLES December 31,2020 Notes receivable Notes receivables $ 4,731 Note receivables-related parties $ 961 Trade receivables At amortized cost Carrying amount -Non-Related Parties $ 51,392 Carrying amount-Related Parties 3,905 Less: Allowance for impairment loss ( 535) $ 54,762 Other receivables $ 260 Other receivables-Related Parties $ - |
AND OTHER December 31,2019 $ 5,412 $ - $ 72,011 3,805 ( 992) $ 74,824 $ 3,160 $ 10 |
|---|---|---|---|
RECEIVABLES Notes receivable Notes receivables Note receivables-related parties Trade receivables At amortized cost Carrying amount -Non-Related Parties Carrying amount-Related Parties Less: Allowance for impairment loss Other receivables Other receivables-Related Parties |
December 31,2020 $ 4,731 $ 961 $ 51,392 3,905 ( 535) $ 54,762 $ 260 $ - |
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( |
The Group applies the simplified approach prescribed by IFRS 9 to measure 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 ana lysis of the debtors’ current financial positions , industrial economic atmosphere , and consider the industrial prospect. As the Group’s historical credit loss experience does not show significantly different loss patterns for different customer segments, the loss allowance based on the past due status of receivables is not further distinguished according to different segments of the Group’s customer base.
The Group transfers a trade receivable to overdue receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the trade receivables are over 330 days past due. The Group continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in overdue receivable. For recognized in the loss allowance, the Group consider if there any collateral or guarantee of the overdue receivable.
The following table details the loss allowance of note receivables, trade receivables and overdue receivables:
December 31, 2020
Expected credit loss rate Gross carrying amount Loss allowance (lifetime ECLs) Amortized cost |
Not Past Due | Less than 90 Days |
Less than 90 Days |
91 to 180 Days |
181 to 330 Days |
More than 330 Days |
Total | |
|---|---|---|---|---|---|---|---|---|
| 0.15~0.84% $ 56,908 ( 359) $ 56,549 |
0~7.59% $ 1,360 - $ 1,360 |
5.29~10.59% $ 469 ( 40) $ 429 |
9.59~15.6% $ 693 ( 101) $ 592 |
11.73~100% $ 1,559 ( 35) $ 1,524 |
( |
$ 60,989 535) $ 60,454 |
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DECEMBER 31, 2019
Expected credit loss rate Gross carrying amount Loss allowance (lifetime ECLs) Amortized cost |
Not Past Due | Not Past Due | Less than 90 Days |
91 to 180 Days |
181 to 330 Days |
More than 330 Days |
More than 330 Days |
Total | ||
|---|---|---|---|---|---|---|---|---|---|---|
( |
0~0.15% $ 70,436 35) $ 70,401 |
0.11~21.06% $ 9,229 ( 424) $ 8,805 |
1.46~51.73% $ 1,377 ( 412) $ 965 |
( |
2.61~100% $ 106 41) $ 65 |
( |
100% $ 80 80) $ - |
( |
$ 81,228 992) $ 80,236 |
The movements of the loss allowance of trade receivables were as follows:
| follows: | |||
|---|---|---|---|
| Balance at January 1 Add: Net remeasurement of loss allowance Less: Amounts written off Less: Reversal revenue Balance at December 31 |
December 31,2020 $ 992 - ( 147 ) ( 310) $ 535 |
December 31,2019 $ 365 1,042 ( 415 ) - $ 992 |
|
( ( |
$ 365 1,042 415 ) - $ 992 |
11. INVENTORIES
| INVENTORIES | |||
|---|---|---|---|
| Raw materials Supplies Work-in-process Finished goods and merchandise Merchandise Constructed land Contracts in progress Overhead Used in Construction |
December 31,2020 $ 11,597 300 6,902 3,645 4,029 26,473 484,902 316 17,336 502,554 $ 529,027 |
December 31,2019 $ 15,063 378 8,942 7,487 11,588 43,458 484,551 316 18,018 502,885 $ 546,343 |
|
| $ 15,063 378 8,942 7,487 11,588 43,458 484,551 316 18,018 502,885 $ 546,343 |
The allowance for inventory valuation losses for the years ended December 31, 2020 and 2019 was NT$32,245,000 and NT$43,874,000, respectively.
The cost of inventories recognized as cost of goods sold for the years ended December 31, 2020 and 2019 was NT$100,808,000 and NT$152,567,000, respectively.
The purchase of inventory for constructed land, contracts in progress and overhead used in construction is primarily for the land, construction costs of future construction and construction projects which are still under development of Tung Sheng Development Corporation.
Part of constructed land is as collateral for financial institutions, please refer Note 32.
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As November 2, 2020, Tung Sheng Development Corporation signed the contract of the sale and purchase with the non-related party Li Tian Development Co. Ltd for deposal of land and buildings Linyi Section, Zhongzheng District, Taipei City and completed temporal transfer on January, 2021. Please refer Note 34 for details.
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12.SUBSIDIARIES
a) Subsidiaries included in consolidated financial statements The consolidated entities as of December 31, 2020 and 2019 were as follows:
| I n v e s t o r EVERYSPRING INDUSTRYN CO., LTD EVERSPRING INDUSTRY (S) PTE LTD. Worldtrend Co., Ltd. UNIINN TECHNOLOGY CO., LTD Dongguan Found Chain Iot Co., Ltd Ningbo Guanglian Electronics Co., Ltd. |
Subsidiaries EVERSPRING INDUSTRY (S) PTE LTD. (”(S) EVERSPRING”) Worldtrend Co., Ltd. (” Worldtrend”) EVERSPRING TECH USA, INC.(“USA EVERSPRING”) UNIINN TECHNOLOGY CO., LTD(” UNIINN”) AUSPISTEK CORPORATION(” AUSPISTEK”) PHASE ELECTRONICS (UK) LTD.(” PHASE”) Tung Sheng Development Corporation (“Tung Sheng”) DONGGUAN LI YUAN ELECTRONICSCO., LTD (“DONGGUANLIYUAN”) NINGBO GUANGLIAN ELECTRONICS CO., LTD (” NINGBO GUANGLIAN”) DONGGUAN FOUND CHIAN IOT CO.,LTD(” DONGGUANFOUNDCHAIN”) Tung Sheng Development Corporation(” Tung Sheng”) Hua Chen residential building management and maintenance Co., Ltd(”Hua Chen”) Tung Sheng Development Corporation (”Tung Sheng”) Worldtrend Co., Ltd. (“Worldtrend”) Everspring Lubricant Co.,Ltd (“Everspring Lubricant”) Everspring Lubricant Co.,Ltd (“Everspring Lubricant”) DONGGUAN FOUND CHIAN IOT CO.,LTD (“DONGGUANFOUNDCHAIN”) |
Main business Trading of burglar alarms and accessories Operate theburglar alarms, disaster prevention and security Trading of burglar alarms、lighting control equipment and accessories of burglar alarms Investment in productive enterprise, Securities Investment companies and bank and insurance Companies Development and manufacturing of light engine of projector equipment Trading of burglar alarms、lighting control equipment and accessories of burglar alarms Development and leasing of residential buildings and real estate trading and leasing Manufacture, reprocess and trade of burglar alarm Manufacture, reprocess and trade of burglar alarm R&D, Manufacture and trade of intelligent security equipment Development and leasing of residential buildings and real estate trading and leasing Residential building management and maintenance Development and leasing of residential buildings and real estate trading and leasing Operate theburglar alarms, disaster prevention and security Sales of lube, Imoort and export of Dealer and Agent of different product and technical Sales of lube, Imoort and export of Dealer and Agent of different product and technical R&D, Manufacture and trade of intelligent security equipment |
% o f O w | n e r s h i p Dec. 31,2019 100.00 95.36 94.55 100.00 100.00 100.00 27.88 100.00 100.00 - 6.34 100.00 65.78 4.64 - 100.00 100.00 |
Remark |
|---|---|---|---|---|---|
| Dec. 31,2020 100.00 95.36 94.55 100.00 - 100.00 27.88 100.00 100.00 100.00 6.34 100.00 65.78 4.64 100.00 - - |
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| (1) (2) (3) (4) (5) (6) (7) (8) (9) (12) (7) (10) (7) (2) (11) (11) (12) |
Note 1: EVERSPRING INDUSTRY (S) PTE LTD. (“(S) EVERSPRING”) was set up on May 30, 1993 and EVERSPRING’s percentage of ownership in (S) EVERSPRING is 100% as December 31, 2020. Note 2: Worldtrend Co., Ltd. (“Worldtrend”) was set up on June, 1997 and operated on July. EVERSPRING’s percentage of ownership in Worldtrend is 95.36% as December 31, 2020. And Uninn ’s percentage of ownership in Worldtrend was 4.64% since 2016. Thus, EVERSPRING’s direct or indirect percentage of ownership in Worldtrend is 100% as December 31, 2020.
Note 3: EVERSPRING TECH USA, INC. (“USA EVERSPRING”) was set up on January 27, 1998. EVERSPRING acquired 200 thousand shares of USA EVERSPRING with the claim USD $200 thousand dollars on March3, 2017. EVERSPRING’s percentage of ownership is 94.55% as December 31, 2020.
Note 4: Uninn Technology Co., Ltd. (“Uninn”) was set up on April 29, 2004 and originally named Uninn Internatio nal Investment Co. Ltd and changed its name as Uninn Technology Co., Ltd on March 3, 2017.
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EVERSPRING’s percentage of ownership is 100% as December 31, 2020.
Note 5: Asupistek Corporation (“Asupistek”) was set up December 10, 2001. EVERSPRING merged Asupistek by absorption as December 1, 2010.
Note 6: PHASE ELECTRONICS (UK) LTD. (“PHASE”) was set up on July12, 2002. EVERSPRING’s percentage of ownership is 100% as December 31, 2020.
Note 7: Tung Sheng Development Corporation (“Tung Sheng”) was set up on June 29, 2007 and Uninn is the parent entity. The ultimate parent entity is EVERSPRING.
Note 8: Dongguan Li Yuan Electronics Co., Ltd. (“Dongguan Li Yuan”) was set up on September, 1992 and issued business license of legal entity in the same year. The valid period was from September 17, 1992 to September 16, 2022. (S) EVERSPRING is the parent entity which country of incorporation is Singapore and the amount of accumulated investment is RMB$123,922 thousand dollars. The ultimate parent entity is EVERSPRING and EVERSPRING’s direct or indirect percentage of ownership in Dongguan Li Yuan is 100% as December 31, 2020.
Based on the consideration of the Group's business and operational synergies in China, the board of directors of the Group resolved that selling 100% shareholding of Dongguan Li Yuan to non-related party Dongguan Huatang Yue Shan Investment Co., Ltd. On January 11, 2021, the board of directors of the Group passed the resolution to confirm the transaction amount of RMB 294 thousands dollars. The Group ha s completed the change of business license on January 18, 2021, received the amount on February, 2021. As December 31, 2020, the Group transfer all the assets and liabilities of Dongguan Li Yuan to “Noncurrent Assets Held for Sale” and “Liabilities related Non-current Assets Held for Sale”. Details please refer Note 13.
Note 9: Ningbo Guanglian Electronics Co., Ltd. (“Ningbo Guanglian”) was set up on April 27, 2005 and (S) EVERSPRING acquired 100% shares on October 15, 2008. The ultimate parent entity is E VERSPRING. Note 10: Hua Chen residential building management and maintenance Co., Ltd (“Hua Chen”) was set up on December 3, 2012 and the parent entity is Worldtrend and 100% ownership as December 31. 2020.
Note 11: Everspring Lubricant Co.,Ltd (“Everspring Lubricant”) was set up on January 6, 2013 and the original parent entity is Ningbo Guanglian. Ningbo Guanglian transfered 100% ownership to Dongguan Found Chain and completed the change of business license on December, 2020. Dongguan Found Chain’s percentage of ownership in Everspring Lubricant is 100% as December 31, 2020.
Note 12: Dongguan Found Chain Iot Co., Ltd (“Dongguan Found Chain”) was set up on March 29. 2020 and the parent entity is Ningbo Guanglian. As October 2020, Ningbo Guanglian transferred all shares to (S) EVERSPRING based on the Group’s strategy and reorganization. And completed the change of business license. (S) EVERSPRING ’s percentage of ownership in Dongguan Found Chain is 100% as December 31, 2020.
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The Year 2019 of financial statements of PHASE ELECTRONICS (UK) LTD included in the consolidated financial statements was not audited by the auditor of Everspring, but was reviewed by other auditors. For Year 2020, since the capital and revenue of PHASE ELECTRONICS, USA EVERSPRING and Everspring Lubricant were not significant, their financial statements were not review by auditor. Everspring and (S) Everspring, Worldtrend and Dongguan Li Yuan which were material subsidiaries and other immaterial subsidiaries, their financial statements have been reviewed. The authority agrees that there is no significant impact for the aforementioned subsidiaries whose financial statements have not been reviewed.
- Non-current Assets and Liabilities Held for Sale
| Non-current Assets and Liabilities | Held for Sale | Held for Sale |
|---|---|---|
| Non-current assets held for sale Cash and cash equivalents Account receivables inventory Other current assets Property, plant and equipment Rights of use assets Liabitilites related to non-current assets held for sale Short-term loans Account payables and other payables |
December 31,2020 | |
| $ 26,147 8 193 347 286,225 22,162 $ 335,082 65,655 21,540 $ 87,195 |
The board of directors of the Group resolved that selling 100% shareholding of Dongguan Li Yuan to non-related party and the net value of assets is $247,887 thousand dollars as at December 31, 2020. The Group transfer all the assets and liabilities to “Non-current Assets Held for Sale” and “Liabilities related Non-current Assets Held for Sale”. Details please refer Note 12.
14.INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD
(1) Investments in associates:
December 31, 2020 December 31, 2019 Material associates Medigen Biotechnology Corporation (“Medigen”) $ 453,913 $ 412,144
Material associates
| Material associates | ||
|---|---|---|
| Name of Associate Medigen |
% of Ownership and Voting Rights Held by the G r o u p |
|
| December 31,2020 11.94% |
December 31,2019 | |
| 12.58% |
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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.
Investment was accounted for using the equity method and the share of profit (loss) of the investment was calculated based on financial statements which have been audited.
Fair values (Level 1) of investments in associates with available published price quotation are summarized as follows: Name of Associate December 31, 2020 December 31, 2019 MEDIGEN $ 982,484 $ 1,085,384
All the associates are accounted for using the equity method.
The Group’s share of profit and other comprehensive income of associates for the years ended December 31, 2020 and 2019 were based on the associates’ financial statements audited by independent auditors for the same period.
Medigen Biotechnology Co., Ltd. (Consolidated Financial Statement)
| Current assets Non-current assets Current liabilities Non-current liabilities Equity Non-controlling interests Proportion of the Group’s ownership Equity attributable to the Group Accumulated impairment loss Goodwill Other adjustments Carrying amount Operating revenue Net profit for the year Other comprehensive income (loss) Total comprehensive income for the year |
December 31,2020 $ 3,021,684 3,130,742 ( 933,802 ) ( 719,154) 4,499,470 ( 2,684,052) $ 1,815,418 December 31,2020 11.94% $ 216,831 ( 51,087 ) 322,296 ( 34,127) $ 453,913 YEAR 2020 $ 615,541 ( $ 337,923 ) ( 24,430) ($ 362,353) |
December 31,2020 $ 3,021,684 3,130,742 ( 933,802 ) ( 719,154) 4,499,470 ( 2,684,052) $ 1,815,418 December 31,2020 11.94% $ 216,831 ( 51,087 ) 322,296 ( 34,127) $ 453,913 YEAR 2020 $ 615,541 ( $ 337,923 ) ( 24,430) ($ 362,353) |
December 31,2019 | December 31,2019 | December 31,2019 |
|---|---|---|---|---|---|
| $ 1,312,122 3,516,678 ( 930,455 ) ( 1,213,078) 2,685,267 ( 1,324,158) $ 1,361,109 December 31,2019 |
|||||
( ( |
( ( |
12.58% $ 171,379 51,087 ) 325,979 34,127) $ 412,144 YEAR 2019 |
|||
( ( ( |
( ( |
$ 552,345 $ 255,719 ) 63,188 $ 192,531) |
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-
(2) The Group sold part of the Medigen’s share, the book value was $11,690 thousand and the selling price was $48,482 thousand dollars during year 2020. And the proportion of the calculation of the investments accounted for using the equity method and the share of profit or loss and other comprehensive income of the investments is $13,797 thousand dollars and the gain of the gain of disposal of investment is $50,589 thousand dollars.
-
(3) The Group sold part of the Medigen’s share, the book value was $7,672 thousand and the selling price was $40,119 thousand dollars during year 2019. And the proportion of the calculation of the investments accounted for using the equity method and the share of profit or loss and other comprehensive income of the investments is $11,505 thousand dollars and the gain of the gain of disposal investment is $43,952 thousand dollars.
15.PROPERTY, PLANT AND EQUIPMENT
Cost Balance at January 1, 2019 Additions Disposals Re-classified Net exchange difference Balance at December 31, 2019 Accumulated depreciation and impairment Balance at January 1, 2019 Disposals Depreciation Re-classified Net exchange difference Balance, December 31, 2019 Carrying amounts at December 31, 2019 Cost Balance at January 1, 2020 Additions Disposals Re-classified Re-classified to Non- current Assets Held for Sale Net exchange difference Balance at December 31, 2020 Accumulated depreciation and impairment Balance at January 1, 2020 Disposals Depreciation Re-classified Re-classified to Non- current Assets Held for Sale Net exchange difference Balance, December 31, 2020 Carrying amounts at December 31, 2020 |
Land |
B |
u i l d i n g |
Machinery and Equipment |
Machinery and Equipment |
M E |
o l d i n g qu ipm e n t |
Transportation | Transportation | Office equipment |
O e |
t h e r qu ipm e n t |
T | O T A L |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| $ 123,336 - - - - $ 123,336 $ - - - - - $ - $ 123,336 $ 123,336 - - - - - $ 123,336 $ - - - - - - $ - $ 123,336 |
( ( ( ( ( ( ( ( |
$ 610,020 - 1,770 ) - 17,063) $ 591,187 $ 220,129 1,770 ) 15,981 - 5,675) $ 228,665 $ 362,522 $ 591,187 252 5,945 ) - 449,229 ) 7,389 $ 143,654 $ 228,665 5,945 ) 14,977 - 163,769 ) 5,126 $ 79,054 $ 64,600 |
( ( ( ( ( ( ( ( ( ( |
$ 94,344 10,945 16,180 ) - 718) $ 88,391 $ 55,861 15,414 ) 14,525 - 742) $ 54,230 $ 34,161 $ 88,391 11,077 26,599 ) 35 2,001 ) 1,222) $ 69,681 $ 54,230 26,599 ) 15,774 - 2,001 ) 4,862) $ 36,542 $ 33,139 |
( ( ( ( ( ( ( ( ( ( |
$ 109,934 4,427 10,684 ) - 3,636) $ 100,041 $ 94,062 10,514 ) 4,993 - 3,062) $ 85,479 $ 14,562 $ 100,041 483 71,224 ) - 4,996 ) 2,328) $ 21,976 $ 85,479 70,699 ) 3,545 - 4,540 ) 2,435) $ 11,350 $ 10,626 |
( ( ( ( ( ( ( ( |
$ 3,029 - 1,979 ) - 14) $ 1,036 $ 2,072 1,635 ) 310 - 8) $ 739 $ 297 $ 1,036 717 104 ) - - 89) $ 1,560 $ 739 104 ) 199 - - 91) $ 743 $ 817 |
( ( ( ( ( ( ( ( ( ( ( ( |
$ 25,092 773 3,924 ) 12 ) 539) $ 21,390 $ 22,083 3,910 ) 1,169 11 ) 531) $ 18,800 $ 2,590 $ 21,390 147 13,941 ) - 924 ) 238) $ 6,434 $ 18,800 13,941 ) 655 - 843 ) 317) $ 4,354 $ 2,080 |
( ( ( ( ( ( ( ( ( ( ( |
$ 48,375 2,813 6,278 ) 12 2,197) $ 42,725 $ 40,254 6,209 ) 1,150 11 1,274) $ 33,932 $ 8,793 $ 42,725 20,195 31,583 ) 35 ) 822 ) 1,974) $ 28,506 $ 33,932 31,443 ) 342 - 594 ) 1,748) $ 489 $ 28,017 |
( ( ( ( ( ( ( ( ( |
$1,014,130 18,958 40,815 ) - 24,167) $ 968,106 $ 434,461 39,452 ) 38,128 - 11,292) $ 421,845 $ 546,261 $ 968,106 32,871 149,396 ) - 457,972 ) 1,538 $ 395,147 $ 421,845 148,731 ) 35,492 - 171,747 ) 4,327) $ 132,532 $ 262,615 |
The depreciated are calculated on a straight -line basis over the following estimated useful lives:
Buildings
Main building of plant Electrical power plant
5 -50 years 7 -15years
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Engineering system 8 -10years Machinery and Equipment Main production equipment 2 - 20years Handling equipment 4 -10years Molding equipment 2 - 5years Transportation 2 - 6 years Office equipment 1 - 5years
Property, plant and equipment pledged as collateral for bank borrowings are set out in Note 32.
16.LEASE ARRANGEMENTS
a. Right-of-use assets
| December 31,2020 | December 31,2020 | December 31,2019 | December 31,2019 | ||
|---|---|---|---|---|---|
| Carrying amounts | |||||
| Land | $ | - |
$ | 22,487 | |
| Buildings | 4,328 | 16,130 | |||
| Transportations | 8,105 | 3,479 | |||
| $ | 12,433 | $ | 42,096 | ||
| YEAR 2020 | YEAR 2019 | ||||
| Depreciation of | right-of-use | ||||
| assets | |||||
| Land | $ | 698 |
$ | 711 |
|
| Buildings | 2,390 | 6,130 | |||
| Transportations | 3,238 | 3,357 | |||
| $ | 6,326 | $ | 10,198 | ||
| ase liabilities | |||||
| December 31,2020 | December 31,2019 | ||||
| Carrying amount | |||||
| Current | $ | 5,028 | $ | 4,325 | |
| Non-current | $ | 7,465 | $ | 15,429 | |
| Range of discount rate of lease liabilities is as follows: | |||||
| December31,2020 | December31,2019 | ||||
| Buildings | 1.49%~1.86% | 1.49%~1.86% | |||
| Transportations | 1.49% | 1.49% |
b. Lease liabilities
- c. Material lease-in activities and terms
The Group leases buildings and transportation equipment for operations purpose and the leases period is from 2019 to 2022. The Group does not have bargain purchase options to acquire the leased assets at the end of the lease terms. And sublease and transfer are not available.
Since January 21, 1998, Dongguan Li Yuan leased the government land in Hengli Town, Dongguan City. The lease term is 50years to January 21, 2048. Within this period, Dongguan Li Yuan has the right to use, sublease
192
or transfer. And at the end of the lease terms, Dongguan Li Yuan has the priority right for continue lease.
d. Other lease information
| iority right for continue lease. her lease information |
|||
|---|---|---|---|
| Expenses relating to short-term leases Total cash outflow for leases |
YEAR 2020 $ 2,675 ($ 8,475) |
YEAR 2019 | |
( |
( |
$ 1,386 $ 11,112) |
The Group’s leases of property, plant and equipment qualify as short - term leases. The Group has elected to apply the recognition exemption and thus, did not recognize right-of-use assets and lease liabilities for these leases.
17.INVESTMENT PROPERTIES
| INVESTMENT PROPERTIES | |
|---|---|
| December 31,2020 Completed investment properties $ 270,471 COST Balance at January 1, 2019 Disposals Balance at December 31, 2019 ACCUMULATED DEPRECIATION AND IMPAIRMENT Balance at January 1, 2019 Disposals Depreciation expense Balance at December 31, 2019 COST Balance at January 1, 2020 Disposals Balance at December 31, 2020 ACCUMULATED DEPRECIATION AND IMPAIRMENT Balance at January 1, 2020 Disposals Depreciation expense Balance at December 31, 2020 |
December 31,2019 |
| $ 276,275 C o m p l e t e d i n v e s t m e n t p r o p e r t i e s |
|
| $ 397,048 - $ 397,048 ( $ 114,969 ) - ( 5,804) ($ 120,773) $ 397,048 - $ 397,048 ( $ 120,773 ) - ( 5,804) ($ 126,577) |
The completed investment properties are depreciated under the straight - line method over their estimated useful lives of 45 to 50 years.
193
-
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, 2020 and 2019 were $606,134,000 and $649,666,000, 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. he 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 2019 and 2020.
-
b) The maturity analysis of lease payments receivable under operating leases of investment properties as of December 31, 2020 and 2019 is as follows:
| ollows: | |||
|---|---|---|---|
| Year 1 Year 2 Year 3 Year 4 Year 5 |
December 31,2020 $ 5,840 4,081 2,537 - - $ 12,458 |
December 31,2019 | |
| $ 4,178 3,278 2,100 700 - $ 10,256 |
- c) All investment properties of the Group is its own equity. The investment properties pledged as collateral for bank borrowings are set out in Note 32.
18. OTHER INTANGIBLE ASSETS
| OTHER INTANGIBLE ASSETS | |
|---|---|
| DEC. 31,2020 OTHER INTANGIBLE ASSETS $ 57,795 Cost Balance at January 1, 2019 Additions Disposals Net exchange difference Balance at December 31, 2019 Accumulated amortization and impairment Balance at January 1, 2019 Amortization expenses Disposals Net exchange difference Balance at December 31, 2019 |
DEC. 31,2019 |
| $ 85,006 O T H E R I N T A N G I B L E A S S E T S |
|
| $ 161,988 552 ( 271 ) ( 9) $ 162,260 $ 48,538 28,876 ( 151 ) ( 9) $ 77,254 OTHER INTANGIBLE ASSETS |
194
| COST Balance at January 1, 2020 Additions Disposals ( Balance at December 31, 2020 Accumulated amortization and impairment Balance at January 1, 2020 Amortization expenses Disposals ( Balance at December 31, 2020 |
$ 162,260 1,289 721) $ 162,828 $ 77,254 28,077 298) $ 105,033 |
|---|---|
The above items of intangible assets with finite useful lives are amortized on a straight-line basis over their useful lives as follows:
| Patent | 6-25 years |
|---|---|
| Computer software | 5 years |
| Customer list | 5 years |
The Group will review the carrying amounts of its tangible and intangible assets to determine whenever there is an indication that the assets may be impaired.
19. OTHER ASSETS
| OTHER ASSETS | |||
|---|---|---|---|
| Current Prepayments of investment Payment in advance and others Non-current Prepayments of equipment Others |
December 31,2020 $ - 16,943 $ 16,943 $ 240 1,187 $ 1,427 |
December 31,2019 | |
| $ 16,155 27,748 $ 43,903 $ - 232 $ 232 |
20.BORROWINGS
| 0.BORROWINGS | |||
|---|---|---|---|
| a. Short term loans Secured borrowings(Note 32) -Bank loans Unsecured borrowings -Other loans |
December31,2020 $ 114,850 21,885 $ 136,735 |
December31,2019 | |
| $ 74,950 101,100 $ 176,050 |
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The interest rates of bank loans were 1.20%-2.20% and 1.35%-2.20% as of December 31, 2020 and 2019, respectively.
As at December 31, 2020, the Group sell 100% of Dongguan Li Yuan ’s share to the unrelated party which provides borrowings RMB$ 20,000,000 dollars. Part of RMB$15,000,000 transferred to liabilities of non-current assets held for sale and other RMB$5,000,000 dollars transferred short term loans. Details please refer Note 12.
As at December 31, 2019, the Group sold 100% shares of Dongguan Li Yuan to the unrelated party. The unrelated party provides the loan which amount of RMB$20,00,000 dollars and other unrelated party provides the loan which amount of RMB$15,00,000 dollars. The above mention loan is listed as unsecured loans.
b. Long-term borrowings
| Secured borrowings (Note 32) Pan Chiao Farmers' Association Collateralised borrowing Pan Chiao Farmers' Association Collateralised borrowing First Commercial Bank Collateralised borrowing Land bank of Taiwan Collateralised borrowing Bank of Taiwan Collateralised borrowing Less: Current portion of long-term borrowings Long-term bank loans |
Maturity date 2019.12.16- 2024.12.16 2019.12.16- 2034.12.16 2019.12.20- 2024.12.20 2017.11.16- 2020.10.16 2020.04.15- 2023.04.14 |
Significant Covenant Long-term credit loan, principal repayment at maturity, from December16, 2019 to December16, 2024, interest is monthly basis Long-term credit loan, principal repayment at maturity, from December16, 2019 to December16, 2034, interest is monthly basis Long-term credit loan, principal repayment at maturity, from December20, 2019 to December20, 2024, interest is monthly basis Long-term credit loan, principal repayment at maturity, from November 16, 2017 to October16, 2020, interest is monthly basis Long-term credit loan, principal repayment at maturity, from April15, 2020 to April14, 2023, interest is monthly basis |
Interest rate 2.00% 2.00% 1.45%~ 1.60% 1.74% 1.6406% |
December 31, 2020 $ 84,000 14,000 48,352 - 31,111 177,463 ( 25,160) $ 152,303 |
December 31, 2019 |
December 31, 2019 |
|---|---|---|---|---|---|---|
( |
( |
$ 86,000 14,000 60,000 10,000 - 170,000 21,619) $ 148,381 |
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21.NOTES AND ACCOUNTS PAYABLES
| NOTE PAYABLES Note payables -caused by operation Account payables Account payables - caused by operation |
December31,2020 $ 725 $ 7,240 |
December31,2019 | December31,2019 |
|---|---|---|---|
| $ 1,487 $ 34,876 |
The repayment period of accounts receivables is 90-120 days and interest free. Financial risk management policy to ensure all the repayment with in the credit period.
22.OTHER LIABILITIES
| in the credit period. OTHER LIABILITIES |
|||
|---|---|---|---|
| OTHER ACCOUNT PAYABLES SALARY PAYABLES PAYABLES FOR VACATIONS Remuneration payable to employees and directors and supervisors(subsidiaries) BONUS PAYABLES INSURANCE PAYABLES PENSION PAYABLE LABOR PAYABLE INTEREST PAYABLE OTHERS Other current liabilities Other current liabilities Non-current Guarantee Deposit |
December 31,2020 $ 17,116 10,285 6,261 13,599 5,448 4,726 1,327 146 1,459 $ 60,367 $ 5,719 $ 7,768 |
December 31,2019 | |
| $ 26,019 11,607 5,353 13,293 6,181 4,658 1,193 152 12,125 $ 80,581 $ 4,954 $ 6,398 |
23.RETIREMENT BENEFIT PLANS
a. Defined contribution plans
- EVERYSPRING, WORLDTREND, AUPISTEK and TUNG SHENG adopted a pension planunder the Labor Pension Act ( LPA), which is a state managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’individual pension accounts at 6% of monthly salaries and wages.
DONGGUAN LI YUAN and NINGBO GUANGLIAN and EVERY SPRING LUBRICANT adopted local pension and makes monthly contributions to employees’individual pension accounts
b. Defined benefit plans
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The defined benefit plan adopted by EVERYSPRING and WORLDTREND in accordance with the Labor Standards Law is operated by the government of the ROC. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the 6 months before retirement. The Company contributes amounts equal to 6.45% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, the Company assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Company is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the “Bureau”); the Company has no right to influence the investment policy and strategy.
The amounts included in the consolidated balance sheets in respect of the Group ’s defined benefit plans were as follows:
| The amounts included in the consolidated balance sheets in respect of the Group ’s defined benefit plans were as follows: |
sheets in respect |
sheets in respect |
sheets in respect |
|---|---|---|---|
| December 31,2020 December 31,2019 Present value of defined benefit obligation $ 10,194 $ 39,790 Fair value of plan assets ( 8,708) ( 40,259) Net defined benefit liabilities (assets) $ 1,486 ($ 469) Movements in net defined benefit liabilities (assets) were as follows: Present Value of the Defined Benefit Obligation Fair Value of the Plan Assets Net Defined Benefit Liabilities (Assets) Balance at January 1, 2019 $ 37,972 ($ 38,217) ($ 245) Service cost Current service cost 159 - 159 Net interest expense (income) 374 ( 370) 4 Recognized in profit and loss 533 ( 370) 163 |
December 31,2019 | ||
| ( |
$ 245) 159 4 163 |
( to be continued in the next page )
198
( continued from previous page )
| Remeasurement Return on plan assets (excluding amounts included in net interest) Actuarial loss -Changes in demographic hypothesis -changes in financial assumptions -experience adjustments Recognized in other comprehensive income Contributions from the employer Balance at December 31, 2019 Service cost Current service cost Net interest expense (income) Recognized in profit and loss Remeasurement Return on plan assets (excluding amounts included in net interest) Actuarial loss -Changes in demographic hypothesis -changes in financial assumptions -experience adjustments Recognized in other comprehensive income Contributions from the employer Cancellation of old pension account Balance at December 31, 2020 |
Present Value of the Defined Benefit Obligation - 254 993 38 1,285 - 39,790 37 82 119 95 ) 812 199) 518 - 30,233) $ 10,194 |
Fair Value of the Plan Assets 1,356 ) - - - 1,356) 316) 40,259) - 69) 69) 261 ) - - - 261) 352 ) 32,233 $ 8,708) |
Net Defined Benefit Liabilities (Assets) |
|||
|---|---|---|---|---|---|---|
( ( ( |
( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( |
1,356 ) 254 993 38 71) 316) 469) 37 13 50 261 ) 95 ) 812 199) 257 352 ) 2,000 $ 1,486 |
An analysis by function of the amounts recognized in profit or loss in respect of the defined benefit plans in accordance with the pension cost rate for the years ended December 31, 2020 and 2019 is as follows:
| follows: | |||
|---|---|---|---|
| OPERATION COST MARKETING COST MANAGEMENT COST |
YEAR 2020 $ 7 42 1 $ 50 |
YEAR 2019 | |
| $ 9 152 2 $ 163 |
Through the defined benefit plans under the Labor Standards Law, the Group is exposed to the following risks:
a) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulat ions, the
199
return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.
-
b) Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.
-
c) Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.
The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:
| follows: | ||
|---|---|---|
| Discount rate(s) Expected rate(s) of salary increase |
December31,2020 0.38% 1.00% |
December31,2019 |
| 0.63%~0.85% 1.00% |
If possible reasonable change in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:
| (decrease) as follows: | |||
|---|---|---|---|
| Discount rate 0.5% increase 0.5% decrease Expected rate(s) of salary increase 0.5% increase 0.5% decrease |
December 31,2020 ($ 854) $ 943 $ 932 ($ 853) |
December 31,2019 | |
| ( ( |
( ( |
$ 1,555) $ 2,165 $ 2,145 $ 1,559) |
The sensitivity analysis presented above may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
| Expected contributions to the plan for the next year Average duration of the defined benefit obligation |
December 31,2020 $ 315 18years |
December 31,2019 |
|---|---|---|
| $ 316 6~18years |
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24.EQUITY
- a. Share capital Ordinary shares
| UITY are capital Ordinary shares |
|||
|---|---|---|---|
| Number of shares authorized (in thousands) Shares authorized Number of shares issued and fully paid (in thousands) Shares issued |
December 31, 2020 380,000 $ 3,800,000 214,021 $ 2,140,216 |
December 31, 2019 |
|
| 380,000 $ 3,800,000 214,021 $ 2,140,216 |
Ordinary shares issued have a par value of $10, carry one vote per share and carry the right to receive dividends.
- b. Capital surplus
| b. Capital surplus | |||
|---|---|---|---|
| May be used to offset a deficit, distributed as cash dividends, ortransferred 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 |
December 31, 2020 $ 219,420 424 234,986 $ 454,830 |
December 31, 2019 |
|
| $ 219,420 424 165,822 $ 385,666 |
-
Such capital surplus may be used to offset a deficit; in addition, when the Bank has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company’s capital surplus and to once a year).
-
c. Retained earnings and dividend policy
Under the Group’s dividend policy as set forth in the Articles, where the Group made a profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as a legal reserve of 10% of the remaining profit, setting aside or reversing a special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Group’s board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for the distribution of dividends and bonuses to shareholders. For the policies on the distribution of employees’ compensation and remuneration of directors, refer to employees’ compensation and remuneration of directors in Note 26(6).
The appropriation of earnings mentioned above shall be retained by the board of directors in accordance with the changing operating environment,
201
operation and investment needs. When dividends are declared, cash dividends must be at least 20% of total dividends declared.
An appropriation of earnings to a legal reserve shall be made until the legal reserve equals the Group’s paid-in capital. The legal reserve may be used to offset deficits. If the Group has no deficit and the legal reserve has exceeded 25% of the Group’s paid-in capital, the excess may be transferred to capital or distributed in cash.
According to Order No. 1010012865 issued by the FSC, Order No. 1010047490 issued by the FSC, Order No. 1030006415 issued by the FSC and International Financial Reporting Standards and “Q&A on the application of the reference to the special reserve following adoption of IFRSs”, retained earnings should be appropriated to or reversed from a special reserve by the Group.
The loss off-setting for 2019 and 2018 had been approved in the shareholders’ meetings of the Group on June 16, 2020 and June 20, 2019, respectively.
The loss off-setting for 2020 are subject to the resolution of the shareholders’ meeting to be on June 24, 2021.
-
d. Other equity items
-
Exchange differences on translation of the financial statements of foreign
| ss off-setting for 2020 are subject to the resolution of the shareholders’ g to be on June 24, 2021. quity items Exchange differences on translation of the financial statements of foreign |
areholders’ cial statements of |
areholders’ cial statements of |
|---|---|---|
| December 31, 2020 December 31, 2019 Balance at January 1 ( $ 40,372 ) ( $ 27,564 ) Exchange differences arising on translation of foreign operations ( 8,547 ) ( 12,186 ) Share from associates accounted for using the equity method ( 55) ( 622) Balance at December 31 ($ 48,974) ($ 40,372) Unrealized gain and loss of financial assets at FVTOCT December 31, 2020 December 31, 2019 Balance at January 1 ( 31,570 ) ( 36,524 ) Recognized for the period Unrealized gain and loss Equity instruments 5,222 2,315 Share from associates accounted for using the equity method 7,499 10,451 Cumulative unrealized gain of equity instruments transferred to retained earnings - ( 7,812) Balance at December 31 ($ 18,849) ($ 31,570) |
December 31, 2019 |
|
| ( ( ( |
36,524 ) 2,315 10,451 7,812) $ 31,570) |
- Unrealized gain and loss of financial assets at FVTOCT
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e. Non-controlling interests
| on-controlling interests | ||||
|---|---|---|---|---|
| Balance at January 1 Non-controlling interests Revenue for current period Exchange differences arising on translation of foreige operations Balance at December 31 |
Year 2020 $ 220 55 13) $ 262 |
Year 2019 | ||
( |
( |
$ 164 61 5) $ 220 |
25.REVENUE
| REVENUE | |||
|---|---|---|---|
| Revenue from contracts with customers sales revenue service revenue other operating revenue Contract balances Notes Receivables and Accounts Receivables(note 10) Contract liabilities -current Sales of goods Disposal of property(note 2) Services |
December 31,2020 $ 108,833 403,959 18,307 $ 531,099 December 31,2020 $ 60,454 $ 7,279 17,983 44,355 $ 69,617 |
December 31,2019 | |
| $ 164,400 430,472 26,411 $ 621,283 December 31,2019 |
|||
| $ 80,236 $ 9,210 - 46,594 $ 55,804 |
Note 1: Please refer the note 38 for information of department revenue.
Note 2: As November 2, 2020, Tung Sheng Development Corporation signed the contract of the sale and purchase with the non-related party Li Tian Development Co. Ltd for diposal of land and buildings on No. 488-1、488-2 、488-11、488-12、488-20, Linyi Section, Zhongzheng District, Taipei City. The total amount is NT$184,880,000 dollars and completed temporal transfer on January, 2021. According the contract, the schedule of collect money as the following:
-
First installment: $36,000,000 dollars is the first installment; $18,000,000 dollars pay on contract signed and another $18,000 pay before the settlement of Land Value Increment Tax.
-
Second installment: $144,000,000 dollars payment made by Li-Ten development corporate to trust account after point -of sale. 3. Third installment: $4,880,000 dollars payment made within 7 days after Li-Ten development co., Ltd. applies the return of deposit to the Taipei City Government.
As at December 31,2020, Tung Sheng’s trust account total
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collected $18,000,000 dollars (include business tax) and $17,983,000 dollars (not include business tax) listed “Contract Liability”. Please refer note 34 for the disclosure of significant events after the reporting.
Note 3: For the contract is non-cancellable, there is no limitation of the Group to list the contract fee as account receivables and contract liabilities, or list to contract liabilities when received the fee.
-
26.Net Loss for the Year
-
(1) Interest Income
| t Loss for the Year Interest Income |
|||||
|---|---|---|---|---|---|
| Bank Savings Other Income Dividend Income Rental Income Others Other Profits and Losses Disposal of Profits (Losses) of Fixed Assets Disposal of Profits of Financial Asset Mandatory Financial Assets Measured at Fair Value Through Profit and Loss Disposal of Losses of Intangible Assets Disposal of Investment Interests Using the Equity Method Mandatory Profit (Loss) of Financial Assets Measured at Fair Value Through Profit and Loss Net Foreign Currency Exchange Losses Depreciation of Investment Property Lease Modification Benefits Others |
2020 $ 1,157 2020 $ 92 6,945 19,193 $ 26,230 2020 $ 207 111,681 ( 423 ) 50,589 198,046 ( 6,576 ) ( 5,804 ) 72 ( 4,678) $ 343,114 |
2019 | |||
| $ 1,925 2019 |
|||||
| $ 99 5,284 8,677 $ 14,060 2019 |
|||||
| ( $ 1,106 ) - ( 120 ) 43,952 ( 30,302 ) ( 2,328 ) ( 5,804 ) - ( 11,504) ($ 7,212) |
-
(2) Other Income
-
(3) Other Profits and Losses
204
| (4) | Financial Costs | ||||
|---|---|---|---|---|---|
| 2020 | 2019 | ||||
| Interest on Bank Loans | $ | 4,768 | $ | 5,266 | |
| Interest on Lease Liabilities | 175 | 385 | |||
| $ | 4,943 | $ | 5,651 | ||
| (5) | Depreciation and Amortization |
| (4) Financial Costs Interest on Bank Loans Interest on Lease Liabilities (5) Depreciation and Amortization |
2020 $ 4,768 175 $ 4,943 |
2019 | ||
|---|---|---|---|---|
| $ 5,266 385 $ 5,651 |
||||
| Fixed Assets Investment Property Right-of-use Assets Other Intangible Assets Total Depreciation Expenses Summarized by Function Operating Costs Operating Expenses Other Profits & Losses Amortization Expenses Summarized by Function Operating Costs Operating Expenses (6) Expenses of Employee’s Benefits Post-retirement Benefits (Note 23) Confirmed Distribution Plan Confirmed Welfare Plan Pension Benefits Other Employee’s Benefits Salary Expenses Labor and Health Insurance Expenses Others Total Expenses of Employee’s Benefits Summary by Function Operating Costs Operating Expenses |
2020 $ 35,492 5,804 6,326 28,077 $ 75,699 2020 $ 22,572 19,246 5,804 $ 47,622 $ 26,872 1,205 $ 28,077 2020 $ 17,806 50 17,856 324,100 34,091 14,686 372,877 $ 390,733 $ 248,648 142,085 $ 390,733 |
2019 | ||
| $ 38,128 5,804 10,198 28,876 $ 83,006 2019 |
||||
| $ 24,343 23,983 5,804 $ 54,130 $ 27,327 1,549 $ 28,876 2019 |
||||
| $ 18,719 163 18,882 346,151 38,856 16,832 401,839 $ 420,721 $ 263,084 157,637 $ 420,721 |
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Everspring respectively uses 3.75% to 12% and no more than 3% of the benefits before tax of the current year before deducting the distribution of employees and directors and supervisors, to provide employees’ remuneration and directors and supervisors' remuneration. Since 2020 and 2019 are accumulated losses, the remuneration of employees and the remuneration of directors and supervisors are not estimated.
If there are any amount changes after the date of pu blication of the annual consolidated financial statements, it will be treated as the changes in accounting estimates and adjusted to account in the next year. The relevant information regarding the employees and directors ’ remuneration resolved by The Group’s board of directors, please go to the “Market Observation Post System” of Taiwan Stock Exchange for inquiries.
206
27. Income Taxes
(1) Income Tax Recognized in Profit or Loss
The main components of income tax expenses are as follows :
| The main components of in | com | e tax expenses are | as f | ollows: |
|---|---|---|---|---|
| Current Tax Current Generated Deferred Tax Current Generated Income Tax Recognized in Profit or Loss |
2020 $ 8,763 1,816) $ 6,947 |
2019 | ||
( |
( |
$ 4,315 995) $ 3,320 |
The adjustments of accounting income and current income tax expenses are as follows :
expenses are as follows: |
||||||
|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||
| Net Profit (Loss) before Tax | $ | 202,270 | ( | $ | 177,285) | |
| The Income Tax Expenses of | ||||||
| Net Profit (loss) before Tax | ||||||
| Calculated at the Statutory Tax | ||||||
| Rate | $ | 40,454 | $ | - |
||
| Income not Recognized in Tax | ( | 10,060 ) | - | |||
| Non-deductible Expenses on | ||||||
| Tax | 977 | 5,409 | ||||
| Securities Trading Income | ( | 19,745 ) | ( | 8,336 ) | ||
| Unrecognized Deductible | ||||||
| Temporary Differences | ( | 7,463 ) | 5,776 | |||
| Basic Income Tax | 6,884 | 2,411 | ||||
| Tax-free Income | ( | 4,672 ) | ( | 16 ) | ||
| Deduction for Unrecognized | ||||||
| Losses | 572 | ( | 3,792 ) | |||
| The Number of Effects of | ||||||
| Different Tax Rates Applicable | ||||||
| to the Consolidated Entity | - | 1,868 | ||||
| Income Tax Expense | ||||||
| Recognized in Profit and Loss | $ | 6,947 |
$ | 3,320 |
The applicable tax rate for subsidiaries in China is 25%; the tax amount incurred in other jurisdictions is calculated based on the tax rate applicable to each relevant jurisdiction.
Since the status of the earnings distribution at the 2020 shareholders’ meeting is still uncertain, the potential income tax consequences of 5% income tax on undistributed earnings in 2019 cannot be determined reliably.
(2) Assets and Liabilities of Current Tax
| Assets of Current Tax Tax Refund Receivable Liabilities of Current Tax Income Tax Payable |
December31,2020 $ - $ 10,511 |
December31,2019 | December31,2019 |
|---|---|---|---|
| $ 254 $ 4,238 |
207
(3) Assets and Liabilities of Deferred Tax The adjustments of the assets and liabilities of deferred tax are as follows :
2020
follows:2020 |
||||
|---|---|---|---|---|
| Assets of Deferred Tax Temporary Differences Allowance for Bad Debts Unrealized Exchange Profits and Losses Unrealized Gross Profit Investment Profits and Losses Recognized by the Equity Method Unrealized Compensation for Losses Liabilities of Deferred Tax Temporary Differences Unrealized Gross Profit Accrued Pension Liabilities 2019 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 Unrealized Gross Profit Accrued Pension Liabilities |
OpeningBalance $ 5,756 570 - 74,174 714 $ 81,214 $ 8 519 $ 527 OpeningBalance $ 5,786 - 104 74,174 714 $ 80,778 $ 537 - 549 $ 1,086 |
Recognized in Profit and Loss ( $ 116 ) ( 118 ) 1,523 - - - $ 1,289 ( $ 8 ) ( 519) ($ 527) Recognized in Profit and Loss ( $ 30 ) 570 ( 104 ) - - $ 436 ( $ 537 ) 8 ( 30) ($ 559) |
ClosingBalance | |
| $ 5,640 452 1,523 74,174 714 $ 82,503 $ - - $ - ClosingBalance |
||||
| ( ( ( ( ( |
$ 5,756 570 - 74,174 714 $ 81,214 $ - 8 519 $ 527 |
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- (4) Income Tax Verification Status
Over the years, the settlement and declaration cases of the profit - seeking enterprise income tax of Everspring Industry, Worldtrend Co., UNIINN Technology, AUSPISTEK Corp., Tung Sheng Development and Huachen Company have been reviewed by the tax collection agency until 2018. EVERSPRING TECH USA, INC., EVERSPRING INDUSTRY (S) PTE LTD. and PHASE ELECTRONICS calculate income tax expenses in accordance with the local tax laws of the United States, Singapore and the United Kingdom respectively, and paid the profit-seeking enterprise income tax. Since EVERSPRING INDUSTRY (S) PTE LTD. and PHASE ELECTRONICS all have tax losses in the current year, there were no relevant income tax expenses in 2020. As of December 31, 2020, in accordance with the provisions of the "The People Republic of China Foreign Investment Enterprise and Foreign Enterprise Income Tax Act", DONGGUAN LI YUAN ELECTRONICS CO., LTD., Dongguan Found Chain IOT CO., LTD . and NINGBO GUANGLIAN ELECTRONICS CO., LTD. all have accumulated losses, so there were no relevant income tax expenses in 2020.
28.Earnings Per Share ( Losses )
Used to calculate the loss per share and the weighted average number of ordinary shares are as follows :
Net Profit (Loss) for the Year
| Net Profit (Loss) for the Year | ||
|---|---|---|
| Net Loss Attributable to the Owners of the Company The Impact of Diluting Potential Ordinary Shares: Employees’ Remuneration Used to Calculate the Losses of Diluted Earnings (Losses) per Share Number of Shares The Weighted Average Number of Ordinary Shares Used to Calculate the Basic Earnings (Losses) per Share The Impact of Diluting Potential Ordinary Shares: Employees’ Remuneration The Weighted Average Number of Ordinary Shares Used to Calculate the Diluted Earnings (Losses) per Share |
2020 2019 $ 195,268 ( $ 180,666 ) - - $ 195,268 ($ 180,666) Unit :In Thousands of Shares2020 2019 214,021 214,021 - - 214,021 214,021 |
|
209
If The Group chooses to distribute employees’ remuneration in stocks or cash, when calculating the diluted earnings per share, it is assumed that employees’ remuneration will be distributed in stocks, and when the potential ordinary stock has a 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.
210
29. Capital Risk Management
The Group conducts capital management to ensure that the companies in the group can be under the premise of continuous operation and maximize shareholder compensation by optimizing the balance of debt and equity.
The capital structure of The Group is composed of the debts of The Group (i.e. borrowings minus cash and cash equivalents) and the equity attributable to the owners of The Group (i.e. capital stock, capital reserves, retained earnings and other equity items).
The Group does not have to comply with other external capital requirements.
30. Financial Instrument
- (1) Fair value information – financial instruments not measured at fair value
The management of The Group believes that the carrying amount of financial assets and financial liabilities that are not measured by fair value approaches their fair value.
-
(2) Fair value information – financial instruments measured at fair value
-
Fair Value Hierarchy
December 31, 2020
| Fair Value Hierarchy December 31, 2020 |
||||||||
|---|---|---|---|---|---|---|---|---|
| Financial assets measured at fair value through profit and loss Domestic Listed (OTC) Stocks Fund Beneficiary Certificate Total Financial assets measured at fair value through other comprehensive income and losses Domestic Listed (OTC) Stocks Domestic Unlisted (Un-OTC) Stocks Foreign Unlisted (Un-OTC) Stocks Total December 31, 2019 Financial Assets Measured at Fair Value Through Profit and Loss Domestic Listed (OTC) Stocks Fund Beneficiary Certificate Total Financial Assets Measured at Fair Value Through Other Comprehensive Income and Losses Domestic Listed (OTC) Stocks Domestic Unlisted (Un-OTC) Stocks Foreign Unlisted (Un-OTC) Stocks Total |
Level 1 $ 388,299 - $ 388,299 $ 188 - - $ 188 Level 1 $ 115,126 - $ 115,126 $ 186 - - $ 186 |
Level 2 $ - - $ - $ - - - $ - Level 2 $ - - $ - $ - - - $ - |
Level 3 $ - 991 $ 991 $ - 21,849 32,141 $ 53,990 Level 3 $ - 1,632 $ 1,632 $ - 15,526 33,244 $ 48,770 |
Total | ||||
| $ 388,299 991 $ 389,290 $ 188 21,849 32,141 $ 54,178 Total |
||||||||
| $ 115,126 1,632 $ 116,758 $ 186 15,526 33,244 $ 48,956 |
211
In 2020 and 2019, there were no transfers of fair value measurement between level 1 and level 2.
- Reconciliation of Financial Assets Measured by Level 3 Fair Value 2020
| 2020 | |||
|---|---|---|---|
Opening Balance Recognized in Profit and Loss (other Profits and Losses) Recognized in Other Comprehensive Income and Losses (Unrealized Profits and Losses of Financial Assets Measured at Fair Value Through Other Comprehensive Income and Losses) Capital Reduction and Refund of Shares Closing Balance 2019 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) Purchases Capital Reduction and Refund of Shares Closing Balance |
Measured at Fair Value Through Profit and Loss EquityInstrument $ 1,632 ( 515 ) - ( 126) $ 991 Measured at Fair Value Through Profit and Loss EquityInstrument $ 5,677 ( 4,045 ) - - $ 1,632 |
Financial Assets Measured at fair Value Through Other Comprehensive Income and Losses |
|
| EquityInstrument | |||
| $ 48,770 - 5,220 - $ 53,990 Financial Assets Measured at fair Value Through Other Comprehensive Income and Losses |
|||
| EquityInstrument | |||
( |
$ 45,402 - 2,818 1,246 696) $ 48,770 |
212
- 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.
- (3) Categories of Financial Instruments
| Financial Assets Measured at Fair Value Through Profit and Loss Mandatory to Measure at Fair Value Through Profit and Loss Financial Assets Measured at Amortized Cost (Note 1) Financial Assets Measured at Fair Value Through Other Comprehensive Income and Losses Investment of Equity Instrument Financial Liabilities Measured at Amortized Cost (Note 2) |
December 31,2020 $ 389,290 453,089 54,178 382,530 |
December 31,2019 |
|---|---|---|
| $ 116,758 436,047 48,956 468,273 |
Note 1 : The balance includes the financial assets measured at amortized cost such as cash and cash equivalents, notes receivable, notes receivable – related parties, accounts receivable, accounts receivable – related parties, other receivables, other receivables – related parties and the time deposits of the original due date over 3 months, etc.
-
Note 2
:The balance includes the financial liabilities measured at amortized cost such as short-term loans, notes payable, accounts payable, other payables, other payables – related parties, long-term loans due date within one year and long-term loans, etc. -
(4) Objectives and Policies of Financial Risk Management
The main financial instruments of The Group include equity investment, note receivable, notes receivable – related parties, accounts receivable, accounts receivable – related parties, other receivables, other receivables – related parties, notes payable, accounts payable, accounts payable – related parties, other payables and loans. The Company's financial management department provides services for various business units, overall plans and coordinates access to operate
213
domestic and international financial market, and supervises and manages financial risks related to the Company's operations by analyzing internal risk reports based on the degree and breadth of risk. These risks include market risks (including exchange rate risk and interest rate risk), credit risk and liquidity risk.
The financial management department reports quarterly to the board of directors of The Group. The board of directors is responsible for overseeing risks and implementing the policies to reduce risks. 1. Market Risk
The operating activities of The Group make The Group bear the main financial risks that are the risk of changes in foreign currency exchange rates (see below (1)) and the risk of changes in interest rates (see below (2)).
The Group’s risks related to market risks of financial instruments and their management and measurement methods have not changed.
- (i) Currency Risk
Several subsidiaries of The Group are engaged in sales and purchase transactions denominated in foreign currencies. As a result, The Group has the risk of exchange rate changes. The carrying amounts of monetary assets and monetary liabilities of The Group that are not denominated in functional currencies at the balance sheet date are detailed in Note 36. Sensitivity Analysis
The Group is mainly affected by fluctuations in the exchange rate of the U.S. dollar.
The following table details the sensitivity analysis of The Group when the exchange rate of the New Taiwan Dollar (functional currency) to each relevant foreign currency increases and decreases by 1%. 1% is the sensitivity rate used when reporting exchange rate risks to the key management within the group, and also represents the management's evaluation of the reasonably possible range of changes in foreign currency exchange rates. The sensitivity analysis only includes monetary items in foreign currencies in circulation and forward foreign exchange contracts designated as cash flow hedging, and the conversion at the end of the period is adjusted with 1% of the exchange rate change. The scope of sensitivity analysis includes external loans and borrowings that are not denominated in the functional currency of the creditors or the borrowers.
| Profits and Losses | ImpactofU.S.Dollars | ImpactofU.S.Dollars |
|---|---|---|
| 2020 $ 741 (i) |
2019 | |
| $ 737 (i) |
-
(i) Mainly derived from the USD-denominated receivables and payables of The Group that are still in circulation on the balance sheet date and have not conducted cash flow hedging.
-
(2) Interest Rate Risk
214
Due to the entities in The Group borrow funds at fixed and floating interest rates at the same time, interest rate risk is incurred. The Group manages interest rate risk by maintaining an appropriate combination of fixed and floating interest rates.
The carrying amounts of The Group's financial assets and financial liabilities subject to interest rate risk on the balance sheet date are as follows :
With Fair Value Interest Rate Risk -Financial Assets-Financial LiabilitiesWith Cash Flow Interest Rate Risk -Financial Assets-Financial Liabilities |
December31,2020 $ 77,582 177,463 312,745 114,850 |
December31,2019 |
|---|---|---|
| $ 72,469 170,000 277,660 74,950 |
Sensitivity Analysis
The sensitivity analysis below is determined based on the interest rate risk of derivative and non-derivative instruments on the balance sheet date. For floating-rate liabilities, the analysis method is based on the assumption that the amount of liabilities outstanding on the balance sheet date is in circulation during the reporting period. The rate of change used when reporting interest rates to the key management within the group is an increase or decrease of 0.25%, which also represents management's evaluation of the reasonably possible range of changes in interest rates.
If the interest rate increases/decreases by 0.25% and all other variables remain unchanged, The Group’s net loss before tax for 2020 and 2019 will decrease/increase by NT$494 thousand and NT$507 thousand, mainly due to the part of risk of interest rate changes caused by bank deposits and bank borrowings of The Group’s floating interest rate calculation.
(3) Other Price Risks
Financial assets – current equity investments available for sale held by The Group are held for trading. The Group incurs the equity price risk due to the listed (OTC) equity securities investment. The equity price risk of The Group is mainly concentrated on the equity instruments of the ROC Stock Exchange. The equity price risk of The Group is still under the control of the management.
Sensitivity Analysis
The sensitivity analysis below is based on the equit y price risk on the balance sheet date.
If the equity price increases/decreases by 1%, the 2020 profits (losses) before tax will increase/decrease by NT$3,893 thousand due to the changes in the fair value of financial
215
assets measured at fair value through profit and loss. The 2020 other comprehensive income and losses before tax will increase/decrease by NT$542 thousand 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 201 9 profits (losses) before tax will increase/decrease by NT$1,168 thousand due to the changes in the fair value of financial assets measured at fair value through profit and loss. The 2019 other comprehensive income and losses before tax will increase/decrease by NT$490 thousand due to changes in the fair value of financial assets measured at fair value through other comprehensive income and losses.
- Credit Risk
Credit risk refers to the risk that the counterparty of the transaction defaults on contractual obligations and causes financial losses to The Group. As of the balance sheet date, the maximum credit risk of The Group that may be due to the counterparty's failure to perform obligations is mainly derived from the carrying amount of financial assets recognized in the consolidated balance sheet.
The policy adopted by The Group is to only trade with reputable objects and obtain sufficient guarantees when necessary to reduce the risk of financial losses due to defaults. The Group only deals with the companies whose ratings are equal to or higher than the investment level. Such information is provided by independent rating agencies; if such information is not available, The Group will use other publicly available financial information and mutual transaction records to rate the major customers. The Group continues to monitor the credit risk and the credit rating of the counterparty, spreads the total transaction amounts to the customers with qualified credit ratings, and controls the credit risk through the counterparty credit limit that is reviewed and approved by the board of directors every year.
In order to reduce the credit risk, the management of The Group assigns a dedicated team to be responsible for the determination of credit limits, credit approval and other monitoring procedures to ensure that appropriate actions have been taken in the recovery of overdue receivables. In addition, The Group will review the recoverable amounts of receivables one by one on the balance sheet date to ensure that the appropriate impairment losses have been listed for the unrecoverable receivables. Accordingly, the management of The Group believes that the credit risk of The Group has been significantly reduced. The credit risk of The Group is mainly concentrated on the top three customers of The Group. As of December 31, 2020 and 2019, the ratio of total accounts receivables from the aforementioned customers were 24% and 17% respectively. 3. Liquidity Risk
216
The Group manages and maintains sufficient cash and cash equivalents to support the group's operations and reduce the impact of cash flow fluctuations. The management of The Group supervises the use status of the bank’s financing lines and ensures compliance with the terms of the loan contract.
(1) Liquidity and Interest Rate Risk Table of Non-derivative Financial Liabilities
The remaining contract maturity analysis of nonderivative financial liabilities is based on the earliest date that The Group may be required to repay, and is compiled based on the undiscounted cash flows of the financial liabilities (including principal and estimated interest).
Therefore, the bank loans that the Company can be required to repay immediately are within the earliest period in the table below, regardless of the probability of the bank immediately executing the right; the maturity analysis of other non-derivative financial liabilities is compiled in accordance with the agreed repayment date.
For interest cash flows paid at floating interest rates, the undiscounted interest amount is derived from the yield curve on the balance sheet date.
December 31, 2020
| Pay on Demand or Less Than 1 Month Non-derivative Financial Liabilities Lease Liability $ - Floating Interest Rate Instruments 30,000 Fixed Interest Rate Instruments - $ 30,000 December 31, 2019 Pay on Demand or Less Than 1 Month Non-derivative Financial Liabilities Lease Liability $ - Floating Interest Rate Instruments - Fixed Interest Rate Instruments - $ - |
Pay on Demand or Less Than 1 Month |
1 to 3 Months | 1 to 3 Months | 3 Months to 1 Year |
3 Months to 1 Year |
1 to 5 Years | More Than 5 Years |
More Than 5 Years |
||
|---|---|---|---|---|---|---|---|---|---|---|
| $ 1,371 - - $ 1,371 1 to 3 Months |
$ 3,657 173,078 26,004 $ 202,739 3 Months to 1 Year |
$ 5,995 - 164,695 $ 170,690 1 to 5 Years |
$ 1,470 - - $ 1,470 More Than 5 Years |
|||||||
| $ - - - $ - |
$ 1,320 100 - $ 1,420 |
$ 3,005 177,590 22,617 $ 203,212 |
$ 10,954 - 164,961 $ 175,915 |
$ 4,475 - - $ 4,475 |
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
217
Unused Guaranteed Bank Loan Line -Used Amount-Unused Amount |
December 31,2020 $ 292,313 262,538 $ 554,851 |
December 31,2019 | December 31,2019 |
|---|---|---|---|
| $ 244,950 420,900 $ 665,850 |
31.Transactions with Related Parties
The transactions, account balances, income and expenses between the Company and its subsidiaries (which are related parties of the Company) are all eliminated at the time of the consolidation, so they are not disclosed in this note. The transactions between The Group and other related parties are as follows.
- (1) Name and Relations of Related Parties
| e as follows. Name and Relations of Related Parties |
|
|---|---|
| Name of Related Parties Medigen Biotechnology Corporation (Referred to as Medigen Biotech Co.) Medigen Vaccine Biologics Corporation (Referred to as Medigen Vaccine) Tong Chuang Construction and Development Co., Ltd. (Referred to as Tong Chuang Co.) Tong Neng Development and Construction Co., Ltd. (Referred to as Tong Neng Co.) Shiu Chai Investment Corp. (Referred to as Shiu Chai Co.) Chang Tse Ling |
Relations with The Group |
| Affiliated Company Other Affiliated Company Other Affiliated Company Other Affiliated Company Other Affiliated Company Chairman of the Company |
- (2) Major Transactions with Related Parties
1. Labor Income
| Labor Income | ||||
|---|---|---|---|---|
| Name of Related Parties Affiliated Company Other Affiliated Company |
2020 $ 252 1,004 $ 1,256 |
2019 | ||
| $ 243 926 $ 1,169 |
There are no major differences for the services such as the prices charged and payment transaction conditions provided between the related parties and the general manufacturers.
218
- Other Operating Revenues
| Other Operating Revenues | ||||
|---|---|---|---|---|
| Name of Related Parties Affiliated Company Other Affiliated Company Tong Chuang Co. Medigen Vaccine |
2020 $ 12 2,330 52 $ 2,382 |
2019 | ||
| $ 19 6,546 23 $ 6,588 |
There are no major differences between the sales prices and payment transaction conditions from the general manufacturers.
- Rental Expenses
==> picture [398 x 26] intentionally omitted <==
The lease contract between the Company and other affiliated companies is to negotiate the rents with reference to the market conditions, and to calculate and pay the rents on a monthly basis. (3) Accounts Receivable from the Related Parties (Excluding Loans to Related Parties)
| Related Parties) | ||||
|---|---|---|---|---|
| Account Item Accounts Receivable Other Accounts Receivable |
Category of Related Parties Other Affiliated Company Tong Chuang Co. Other Affiliated Company Tong Chuang Co. |
December 31, 2020 $ 3,905 $ - |
December 31, 2019 |
|
| $ 3,805 $ 10 |
No guarantee is received for the outstanding accounts receivable from related parties.
- (4) Accounts Payable to Related Parties (Including Borrowings from Related Parties)
==> picture [412 x 68] intentionally omitted <==
The balances of the outstanding accounts payable to related parties are not guaranteed; in addition, the borrowings of The Group from related parties are the interest-free loans.
219
(5) Obtain Financial Assets 2020
| 2020 | |||||||
|---|---|---|---|---|---|---|---|
| Category of RelatedParties |
Related Parities Participating in the Bidding Auction |
Account Item | Way of Obtaining Cash Capital Increase Same as Above Same as Above |
Number of Shares Traded |
Transactio nSubject Stock Same as Above Same as Above |
The Price Obtained |
|
| Other Affiliated Company Medigen Vaccine Medigen Vaccine Medigen Vaccine |
Everspring Worldtrend UNIINN |
Financial Assets Measured at Fair Value Through Profit and Loss Same as Above Same as Above |
658 900 63 |
$ 52,584 72,000 5,061 $ 129,645 |
2019
| 2019 | |||||||
|---|---|---|---|---|---|---|---|
| Category of RelatedParties |
Related Parities Participating in the Bidding Auction |
Account Item | Way of Obtaining Cash Capital Increase Same as Above |
Number of Shares Traded |
Transaction Subject |
The Price Obtained |
|
| Other Affiliated Company Medigen Vaccine Medigen Vaccine |
Everspring Worldtrend |
Prepaid Investment Same as Above |
560 62 |
Stock Stock |
$ 14,555 1,600 $ 16,155 |
(6) Reward for Key Management
The total remuneration for directors and other key management in 2020 and 2019 is as follows :
2020 and 2019 is as follows: |
||||
|---|---|---|---|---|
| Short-term Employee Benefits | 2020 $ 9,022 |
2019 | ||
| $ 7,381 |
(7) Other Related Party Transactions
As of December 31, 2020 and 2019, The Group’s long- and shortterm bank’s borrowings are all jointly guaranteed by Chang Tse Ling, Kao Yun Hwa and Huang Tzu Liang.
32. Pledged Assets
The following assets of The Group have been provided as collateral for bank's borrowings :
for bank's borrowings: |
|||
|---|---|---|---|
| Inventory – Land for Construction Property, Plant and Equipment, and Investment Property Land Building |
December 31,2020 $ 282,953 183,861 135,369 $ 602,183 |
December 31,2019 | |
| $ 282,616 183,861 141,448 $ 607,925 |
220
-
Significant Contingent Liabilities and Unrecognized Commitments EVERSPRING INDUSTRY CO., LTD entrusted Pegatron Corporation (referred to as "Pegatron Company") to produce multimedia audio -visual equipment. However, Pegatron Company requested the EVERSPRING INDUSTRY CO., LTD 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 t he 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 is currently being heard by the New Taipei District Court in the second instance and has not yet been concluded, so the final possible loss amount is still difficult to estimate.
-
34.Significant Post -Period Items
-
(1) Based on the comprehensive effect of the group operations and the strategic considerations of the operations in China, the board of directors of EVERSPRING INDUSTRY CO., LTD passed the resolution on December 26, 2018 to sell 100% equity of Dongguan Li Yuan Electronics Co., Ltd. held by Everspring Industry (S) Pte Ltd. to a nonrelated party, Dongguan Huatang Yue Shan Investment Co., Ltd. and the board of directors of EVERSPRING INDUSTRY CO., LTD passed the resolution on January 11, 2021 to confirm the transaction amount of RMB 294,000 thousand. The Company has completed the registration of the change of the business license on January 18, 2021, and will collect the price amounts in February 2021, and the two parties have agreed to hand over on February 28, 2021.
-
(2) On November 2, 2020, Tung Sheng Company signed a sale contract with non-related party, Litian Development Co., Ltd. to dispo se of the land and the above-ground buildings in a small section of Linyi Section, Zhongzheng District, Taipei, held by Tung Sheng Company, with a total of NT$184,880 thousand, and the transfer will be completed in January 2021.
-
35.Other Items
-
(1) The Company evaluated that the global pandemic of COVID-19 did not have a significant impact on the Company's ability to continue operations, asset impairment, and financing risks, etc.
-
(2) On November 11, 2020, the board of directors of EVERSPRING INDUSTRY CO., LTD passed the resolution to merge AUSPISTEK Corporation to improve the Company’s operating efficiency and the integration of the group’s brand, and in the same resolution of the board of directors that the base date of the merger was December 1, 2020. Due to AUSPISTEK Corporation is a 100%-owned subsidiary of EVERSPRING INDUSTRY CO., LTD, in accordance with the regulations of the Questions and Answers "Doubts about Handling Business Mergers under Joint Control of IFRS3" issued by the Accounting Research and Development Foundation, since IFRS3 "Business Mergers" does not have express provisions for business mergers under joint control, the relevant interpretation letters issued by our country should still apply.
221
The essence of EVERSPRING INDUSTRY CO., LTD’s merging of AUSPISTEK Corporation is the organizational reorganization. According to the relevant interpretation letter issued by the Accounting Research and Development Foundation, when EVERSPRING INDUSTRY CO., LTD acquired the equity of AUSPISTEK Corporation for merger, it shall account for the book value of all assets and liabilities in AUSPISTEK Corporation and prepare the consolidated balance sheet accordingly. When preparing the comparative financial statements, it should be deemed to have been consolidated from the beginning and reedited the comparative period financial statements.
The financial performance of AUSPISTEK Corporation from January 1 to December 31, 2019 has been included in the individual comprehensive income statement of EVERSPRING INDUSTRY CO., LTD from January 1 to December 31, 2019, and it has been retrospectively reorganized into the EVERSPRING INDUSTRY CO., LTD's individual financial statements from January 1 to December 31, 2019.
36.Information on the Significant Impact of Foreign Currency Assets and Liabilities
Information on the significant impact of foreign currency financial assets and liabilities of The Group (including monetary items denominated in non-functional currencies that have been written off in the consol idated financial statements) is as follows : December 31, 2020
Unit : Thousands of Foreign Currencies / Thousands of New Taiwan Dollars
| Financial Assets Monetary Items USD USD USD Non-monetary Items USD Financial Liabilities Monetary items USD USD USD |
Foreign Currency $ 1,022 1,703 21 54 42 24 78 |
Exchange Rate 28.48 (USD :TWD)4.377 (USD :CNY)0.73 (USD :GBP)28.48 (USD :TWD)28.48 (USD :TWD)4.377 (USD :CNY)0.73 (USD :GBP) |
Carrying Amount |
|---|---|---|---|
| $ 29,107 48,513 599 1,538 1,196 674 2,220 |
222
December 31, 2019
Unit : Thousands of Foreign Currencies / Thousands of New Taiwan Dollars
| Financial Assets Monetary items USD USD USD Non-monetary Items USD Financial Liabilities Monetary items USD USD USD |
Foreign Currency $ 2,616 259 21 54 33 362 44 |
Exchange Rate 29.980 (USD :TWD)6.964 (USD :CNY)0.762 (USD :GBP)29.980 (USD :TWD)29.980 (USD :TWD)6.964 (USD :CNY)0.762 (USD :GBP) |
Carrying Amount |
|---|---|---|---|
| $ 78,428 7,765 630 1,632 989 10,853 1,319 |
The net foreign currency exchange losses of The Group in 2020 and 2019 were NT$6,576 thousand and NT$2,328 thousand respectively. Due to the various types of functional currencies of the group’s entities, therefore, it is impossible to disclose the exchange profits and losses according to the foreign currencies of each significant impact.
37.Supplementary Disclosures
-
Information on significant transactions, and 2. Information on investees:
-
A. Lending funds to others: Please refer to table 1.
-
B. Providing endorsements or guarantees for others: None.
-
C. Holding of securities at the end of the period: Please refer to table 2.
-
D. Aggregate purchases or sales of the same securities reaching NT$300 million or 20 percent of paid-in capital or more: None.
-
E. Acquisition of real estate reaching NT$300 million or 20 percent of paid-in capital or more: None.
-
F. Disposal of real estate reaching NT$300 million or 20 percent of
- paid-in capital or more: None.
-
G. Purchases or sales of goods from or to related parties reaching NT$100 million or 20 percent of paid-in capital or more: None.
-
H. Accounts receivable from related parties reaching NT$100 million or 20 percent of paid-in capital or more: None.
-
I. Trading in derivative instruments: None.
-
J. The business relationship between the parent and the subsidiaries and between each subsidiary, and the circumstances and amounts of any significant transactions between them: Please refer to table 6.
-
K. Investee information: Please refer to table 3.
223
-
Information on investments in the Mainland Area:
-
A. If the issuer directly or indirectly exercises significant influence or control over, or has a joint venture interest in, an investee company in the Mainland Area, it shall disclose information on the investee company, showing the name, principal business activities, paid -in capital, method of investment, inward and outward remittance of funds, shareholding ratio, profit or loss for the period and recognized investment gain or loss, carrying amount of the investment at the end of the period, repatriated investment gains, and limit on the amount of investment in the Mainland Area: Please refer to table 4.
-
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 5.
-
a. The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period.
-
b. The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period.
-
c. The amount of property transactions and the amount of the resultant gains or losses.
-
e. The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes.
-
f. The highest balance, the end of period balance, the interest rate range, and total current period interest with respect to financing of funds.
-
g. Other transactions that have a material effect on the profit or loss for the period or on the financial position, such as the rendering or receiving of services.
-
-
-
Information on major shareholders: the names, numbers of shares held, and shareholding percentages of shareholders who hold 5 percent or more of the insurance enterprise's equity: Please refer to table 7.
-
38.Department Information
-
Information provided to the chief operating decision-maker for allocating resources and assessing departmental per formance focuses on each type of product or service delivered or provided. The reportable departments of The Group are as follows.
WORLDTREND CO., LTD. Tung Sheng Development Corporation EVERSPRING INDUSTRY (S) PTE LTD. UNIINN TECHNOLOGY CO., LTD. Other foreign operations Domestic operations
An analysis of The Group's revenue, operating results, and departmental identifiable assets by the reportable department is as follows.
224
(1) Segment Revenue and Operating Results
| Total Segment Revenue Segment Profit or Loss Interest Received Other Revenue Other Profit or Loss Financial Costs Share of Profit of Associates & Joint Ventures Accounted for Using Equity Method General Expenses and Losses of the Company Profit Before Tax Segment Identifiable Asset Total Segment Revenue Segment Profit or Loss Interest Received Other Revenue Other Profit or Loss Financial Costs Share of Profit of Associates & Joint Ventures Accounted for Using Equity Method General Expenses and Losses of the Company Profit Before Tax Segment Identifiable Asset |
2020 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| WORLDTREND CO., LTD. $ 415,267 $ 104,151 $ 272,091 |
Tung Sheng Development Corporation $ - $ - $ 494,184 |
EVERSPRING INDUSTRY (S) PTE LTD. $ 6,722 ($ 74,839) $ 434,554 |
UNIINN TECHNOLOGY CO., LTD. $ 3,100 ($ 1,490 ) $ 49,025 2019 |
Other Foreign Operations $ 11,499 $ 8,565 $ 13,044 |
Domestic Operations $ 94,511 $ 57,140 $ 658,585 |
T | o t a l |
|||
( |
( |
( ( ( |
$ 531,099 $ 93,527 1,157 26,230 343,114 4,943 ) 40,922 ) 215,893) $ 202,270 $ 1,921,483 |
|||||||
| WORLDTREND CO., LTD. $ 441,518 $ 94,491 $ 311,045 |
Tung Sheng Development Corporation $ - $ - $ 493,924 |
EVERSPRING INDUSTRY (S) PTE LTD. $ 9,350 ($ 128,634) $ 423,493 |
UNIINN TECHNOLOGY CO., LTD. $ 7,230 $ 3,118 $ 34,590 |
Other Foreign Operations $ 10,018 $ 10,011 $ 15,842 |
Domestic Operations $ 153,167 $ 138,024 $ 695,698 |
T | o t a l |
|||
( |
( ( ( ( ( |
$ 621,283 $ 117,010 1,925 14,060 7,212 ) 5,651 ) 32,491 ) 264,926) $ 177,285) $ 1,974,592 |
225
The external revenue reported above is generated from transactions with external customers.
Segment Profit refers to the profits earned by each segment, excluding interest received, other revenue, other profit or loss, the share of profit of associates & joint ventures accounted for using equity method, financial costs, general expenses and losses of the company, and income tax expenses. This measure is provided to the chief operating decisionmaker to allocate resources to the Department and assess its performance.
- (2) Geographical information
The Group operates mainly in three regions – Taiwan, China, and others.
The Group's revenue from external customers by location of operations and non-current assets by area are as follows:
Taiwan China Others |
Revenue From External Customers 2020 2019 $ 512,878 $ 601,915 6,722 9,350 11,499 10,018 $ 531,099 $ 621,283 |
Revenue From External Customers 2020 2019 $ 512,878 $ 601,915 6,722 9,350 11,499 10,018 $ 531,099 $ 621,283 |
Revenue From External Customers 2020 2019 $ 512,878 $ 601,915 6,722 9,350 11,499 10,018 $ 531,099 $ 621,283 |
Non-Current Assets | Non-Current Assets | Non-Current Assets | |
|---|---|---|---|---|---|---|---|
| 2020 $ 512,878 6,722 11,499 $ 531,099 |
2020 $ 1,110,660 12,817 - $ 1,123,477 |
2019 | |||||
| $ 1,088,554 331,242 38 $ 1,419,834 |
Non-current assets do not includ deferred income tax assets
(3) Major customer information
There was no customer accounting for more than 10% of the Group ’s operating revenue for the year.
226
Eve rs p ri n g I nd u st ry Co ., Lt d. and S u bsi di aries Lo ans t o Othe rs Ye ar e nd ed De ce m be r 3 1, 20 2 0
Table 1
Uni t: NT$ t ho u s and
| No. (Note 1) |
Creditor | Borrower | General Ledger Account (Note 2) |
Maximum outstanding balance during the year ended December 31, 2020 |
Balance at December 31, 2020 (Note 9) |
Actual Amount Drawn Down |
Interest Rate | Nature of Loan (Note 3) |
Amount of Transactions with the Borrower (Note 8) |
Reason for Short-erm Financing (Note 5) |
Loss Allowance |
Col | lateral | Limit on Loans Granted to a Single Party (Note 6) |
Ceiling on Total Loans Granted (Note 6) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| I t e m |
V a l u e |
||||||||||||||
| 0 1 2 |
EVERSPRING INDUSTRY CO., LTD. UNIINN TECHNOLOGY CO., LTD.. EVERSPRING LUBRICANT CO.,LTD. |
Tung Sheng Development Corporation Tung Sheng Development Corporation Ning-Bo Guang-Lian Electronic Co., Ltd |
Other receivables- related parties Other receivables Other receivables |
90,000 8,000 438 |
90,000 8,000 438 |
60,000 8,000 438 |
2.1%1.75% -% |
2 2 2 |
- - - |
Operating needs Operating need Operating need |
- - - |
Guarantee note Guarantee note - |
60,000 8,000 - |
470,205 70,966 1,720 |
940,410 141,932 3,441 |
-
Note 1: Th e n um be rs fi lle d i n fo r t he l o ans p ro vi de d b y the Co m p an y or s u bs id i arie s are as fo ll o ws :
-
(1) T he C o m p an y i s ‘0’
-
(2) T he s u bs id i aries are n u m bered i n o rde r st arti n g fro m ‘1 ’.
-
Note 2: In case o f fu n d l o an an d n atu re , acco u nt s re ce iv ab le fro m re l ate d e nt erp ri ses , acco u nt s re cei v ab le fro m rel ate d p artie s, s h are ho lde r t rans acti o ns , p re p ayme nt s, i nte ri m p ayme nt s, et c., sh all be fille d i n t he t able .
Note 3: Th e co mp an ies wit h n u m be r ‘1 ’ are rel ate d t o bu si ne ss t rans acti o n; an d th e co mp an ies wit h n u m be r ‘2’ are re l ate d to s h o rt -t erm fi n an ci n g.
Note 4: I f t he l o an an d n atu re of fu n ds i s "1 ", t he amo u nt o f b u s ine ss t rans acti on s h al l be fille d i n.
Note 5: I f the l o an and n at u re o f t he fu n ds i s 2 , t he re as on s fo r t he ne ces s ary fun d s an d t he u se o f t he fun d s t o be le nt s h al l be s pe ci fied , s u ch as re p ayme nt o f lo an s, pu rch ase o f e q ui pm en t, bu si ne ss t u rn o ve r, et c.
Note 6:
(1) T he t ot al l o ans t o ot he rs o f t he C o mp an y s h all no t e x cee d t went y pe rce nt of t he ne t v al ue, and t he t ot al amo u nt s h all no t e x ceed fo rt y pe rce nt of t he C o mp an y's ne t v a l ue.
(2) T he C o m p an y's b u si nes s an d in di vi d u al l o ans s h all no t e x ce ed the t ot al b usi ne ss t rans acti on s be t wee n t he t wo p art ies i n t he p re vi o us t wo ye ars. B u si nes s t ran s acti o n am o u nt me an s the amo u nt o f p u rch as e o r s ale s bet ween bo th p artie s, whi che ve r is h i ghe r. I n ad di ti on , th e am ou nt o f go o ds s ol d i n cl u des t he p art o f go o ds p u rch as ed on beh al f o f ot he rs .
-
Note 7 : T he co m p an y, di re ctl y an d i n di re ctl y, h ol ds o ne h un d re d pe rce nt o f t he v oti n g s h are s of fo rei gn co m p an ies , due t o t he nee d for s h ort -te rm fi n an ci n g fu n ds to en ga ge i n cap it al lo an s, the am ou nt o f whi ch is no t su bje ct to t he "l o an and fo rt y p ercen t o f net co rp o rate v al ue " l i mit , an d i ts fin an cin g pe rio d d oe s n ot ap p l y to on e ye ar o r o ne b us in es s cycle .
-
Note 8: Pu bl i c C om p anie s fol lo w i te m 1 Arti cl e 1 4 o f “Re gu l ati on s Go ve rni n g Lo ani n g o f F u n ds an d M aki n g o f E nd o rse men ts/ G u arantee s b y P u bli c Co m p anie s ”. E ach fi n an ci n g p rov ide d n e ed to be ap p ro ve d b y b o ard o f d i re ct o rs an d an no u n ce t he am o u nt, ris k ev en th e Fi n an ci n g Co m p an y d oe sn ’t b o rro w m one y to th e co un te r p art y. It nee d s t o an no u n ce t he am o u nt afte r re p ay. It ne ed s to ann o u n ce the hi ghe st le n di n g li mi t fo r an no u n ce me nt ap pl i ca ti o n am o u nt e ve n th e bo ard o f d i re ct o rs app ro ve d t he l o an can b o rro w se ve ral ti me s du rin g o ne ye ar o r roll o ve r.
227
EVERSPRING INDUSTRY CO., LTD. and Subsidiaries Holding of Securities at the End of the Period Year ended December 31, 2020
Table 2
Unit: NT$ thousand
| Securities held by | Marketable securities | Relationship with the securities issuer |
General ledger account | As of December 31,2019 | As of December 31,2019 | F o o t n o t e | |||
|---|---|---|---|---|---|---|---|---|---|
| Number of shares (in thousands) |
Book Value | Ownership (%) | Fair Value |
||||||
| EVERSPRING INDUSTRY CO., LTD. UNIINN TECHNOLOGY CO., LTD.. WorldTrend Co., Ltd. EVERSPRING INDUSTRY CO., LTD. UNIINN TECHNOLOGY CO., LTD.. EVERSPRING INDUSTRY CO., LTD. EVERSPRING INDUSTRY CO., LTD. EVERSPRING INDUSTRY CO., LTD. UNIINN TECHNOLOGY CO., LTD.. |
Stock Medigen Vaccine Biologics Stock Medigen Vaccine Biologics Stock Medigen Vaccine Biologics Stock Fubon Financial Stock Green energy Bonds Lanka Graphite Limited Fund ARCH VENTURE FUND Stock Top Taiwan Ii Venture Capital Co., Ltd. Eleceram Technology Co., Ltd. UWIN Technologies Co., Ltd. Fund Translink Capital |
----------- |
Current financial assets at fair value through profit or loss 〃〃Current financial assets at fair value through profit or loss 〃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 profit or loss 〃〃〃 |
2,190 680 900 4 190 - - 278 1,652 700 - |
$ 225,583 70,016 92,700 $ 388,299 $ 188 - $ 188 $ - (Note)$ 991 $ 373 21,476 - 21,849 32,141 $ 53,990 |
1.04 0.75 0.29 - - - - 3.48 13.77 5.44 0.79 |
$ 225,583 70,016 92,700 188 - - 991 373 21,476 - 32,141 |
@103 @103 @103 @46.75 - - |
Note 1: It is the net amount of NT$13,507 thousand net of accumulated impairment of NT$13,507 thousand (financial assets measured at amortized cost – current).
228
EVERSPRING INDUSTRY CO., LTD. and Subsidiaries
In fo rm at io n o n i nve stee s Ye ar e nd ed De ce m be r 3 1, 20 2 0
Table 3
Uni t: NT$ / F orei gn cu rren cy i n t h o us an ds
| I n v e s t o r |
I n v e s t e e |
L o c a t i o n |
Main business activities |
Initial invest | ment amount | Shares he | ld as at December 31,2020 | ld as at December 31,2020 | Net profit (loss) of the investee for the year ended at December 31, 2020 |
Investment income (loss) recognized by the Company for the year ended December 31,2020 |
F o o t n o t e |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at December 31, 2020 |
Balance as at December 31, 2019 |
Number of shares (in thousands) |
Ownership (%) | Book value |
|||||||
| EVERSPRING INDUSTRY CO., LTD. AUSPISTEK CORPORATION WorldTrend Co., Ltd. |
EVERSPRING INDUSTRY (S) PTE LTD. EVERSPRING INDUSTRY CO., LTD. (U.S.A) WorldTrend Co., Ltd. AUSPISTEK CORPORATION UNIINN TECHNOLOGY CO., LTD.. Tung Sheng Development Corporation Medigen Biotechnology Corporation PHASE ELECTRONICS Medigen Biotechnology Corporation Medigen Biotechnology Corporation Tung Sheng Development Corporation WorldTrend Co., Ltd. |
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.) 2F.-5, No. 611, Sec. 1, Wanshou Rd., Guishan Dist., Taoyuan City, Taiwan (R.O.C.) 13F., No. 198, Sec. 3, Civic Blvd., Da’an Dist., Taipei City, Taiwan (R.O.C.) 10F., No. 198, Sec. 3, Civic Blvd., Da’an Dist., Taipei City, Taiwan (R.O.C.) 14F., F building, No. 3, Park St., Nangang Dist., Taipei City, Taiwan (R.O.C.) Willow Drive Sherwood Park Industrial Estate Annesley Nottingham NG15 0DP United Kingdom 14F., F building, No. 3, Park St., Nangang Dist., Taipei City, Taiwan (R.O.C.) 14F., F building, No. 3, Park St., Nangang Dist., Taipei City, Taiwan (R.O.C.) 10F., No. 198, Sec. 3, Civic Blvd., Da’an Dist., Taipei City, Taiwan (R.O.C.) 2F., No. 50, Sec. 1, Zhonghua Rd., Tucheng Dist.,New Taipei City,Taiwan(R.O.C.) |
Investment holding Trading of various types of burglar alarm, light controller and burglar proof accessories etc. Trading of preservation equipment and design of preservation system Development and manufacture of optical engine for projection equipment, etc. Investment in various production enterprises, securities investment companies, bank and insurance companies, etc. Housing and buildings, industrial plants, particular professional areas, new towns, new community development, leasing, real estate development leasing, etc. Wholesale and retail of medical equipment of Chinese and Western medicine in biopharmaceutical research and development business Trading of various types of burglar alarm, light controller and burglar-proof accessories, etc. Wholesale and retail of medical equipment of Chinese and Western medicine in biopharmaceutical research and development business Wholesale and retail of medical equipment of Chinese and Western medicine in biopharmaceutical research and development business Housing and buildings, industrial plants, particular professional areas, new towns, new community development, leasing, real estate development leasing, etc. Apartment management and maintenance |
$ 632,541 129,225 266,415 - 488,851 88,000 588,611 127,323 34,912 57,325 20,000 10,000 |
$ 549,499 129,225 266,415 167,000 488,851 88,000 580,565 127,323 41,269 57,325 20,000 10,000 |
31,462 260 20,275 - 44,847 8,800 14,093 2,396 - 2,428 2,000 1,000 |
100.00 94.55 95.36 - 100.00 27.88 10.14 100.00 - 1.75 6.34 100.00 |
$ 319,660 4,545 304,309 - 353,009 73,362 414,728 - - 32,560 16,633 9,857 |
( $ 33,972 ) Note 2 1,014 46,857 155,873 56,692 776 ( 337,923 ) ( 1,974 ) ( 337,923 ) ( 337,923 ) 776 1,362 |
( $ 33,972 ) 959 44,683 155,873 56,692 216 ( 33,040 ) ( 1,974 ) ( 1,766 ) ( 5,946 ) 50 1,362 |
Subsidiaries〃〃〃〃〃Investee company evaluated by the equity method Subsidiaries Investee company evaluated by the equity method Investee company evaluated by the equity method The ultimate parent company is the Company 〃 |
( Next p age )
229
| I n v e s t o r |
I n v e s t e e |
L o c a t i o n |
Main business activities |
Initial invest | ment amount | Shares he | ld as at December | 31,2020 | Net profit (loss) of the investee for the year ended at December 31, 2020 |
Investment income (loss) recognized by the Company for the year ended at December 31,2020 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at December 31, 2020 |
Balance as at December 31, 2019 |
Number of shares (in thousand) |
Ownership (%) | Book value | |||||||
| AUSPISTEK CORPORATION EVERSPRING INDUSTRY (S) PTE LTD. Dongguan Found Chain IOT CO., LTD NINGBO GUANGLIAN ELECTRONICS CO., LTD.. |
Tung Sheng Development Corporation Medigen Biotechnology Corporation WorldTrend Co., Ltd. DONGGUAN LI YUAN ELECTRONICS CO., LTD. NINGBO GUANGLIAN ELECTRONICS CO., LTD.. Dongguan Found Chain IOT CO., LTD EVERSPRING LUBRICANT CO.,LTD EVERSPRING LUBRICANT CO.,LTD Dongguan Found Chain IOT CO., LTD |
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.) 2F., No. 50, Sec. 1, Zhonghua Rd., Tucheng Dist., New Taipei City, Taiwan (R.O.C.) Tiankeng village committee, Donghuan Road, Xincheng Industrial Zone, Hengli Town, Dongguan City, Guangdong Province Building 7, Sifang Science Park, 601 Hengshan West Road, Beilun District, Ningbo City, Zhejiang Province Building 1, No.13, 3rd Street, Daxi 1st Road, Qiaotou town, Dongguan City, Guangdong Province Wuzhong Economic Development Zone, Wuzhong District, Suzhou City, Jiangsu Province Wuzhong Economic Development Zone, Wuzhong District, Suzhou City, Jiangsu Province Building 1, No.13, 3rd Street, Daxi 1st Road, Qiaotou town, Dongguan City, Guangdong Province |
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 Apartment management and maintenance Various types of anti-theft devices and other manufacturing, processing, and trading Various types of anti-theft devices and other manufacturing, processing, and trading Research, development, production, and sales of intelligent security monitoring equipment Sales of lubricants, self- management, and agents of all kinds of goods and technology import and export business Sales of lubricants, self- management, and agents of all kinds of goods and technology import and export business Research, development, production, and sales of intelligent security monitoring equipment |
$ 207,686 18,100 19,704 USD 16,184 USD 400 USD 2,218 RMB 3,000 RMB - RMB - |
$ 207,686 19,415 19,704 USD 16,184 USD 400 - RMB - RMB 3,000 RMB 6,000 |
20,769 75 988 - - - - - - |
65.78 0.05 4.64 100.00 100.00 100 100 - - |
$ 173,090 6,625 22,873 SGD 14,471 SGD - (註1)SGD 2,690 RMB 2,065 RMB - RMB - |
$ 776 ( 337,923 ) 46,857 ( SGD 1,002 ) ( SGD 525 ) ( SGD 254 ) ( RMB 806 ) ( RMB 806 ) ( RMB 1,247 ) |
$ 510 ( 170 ) 2,174 ( SGD 1,002 ) ( SGD 525 ) ( SGD 50 ) RMB - ( RMB 806 ) ( RMB 1,002 ) |
The ultimate parent company is the Company Investee company evaluated by the equity method 〃Difference series side stream transaction SGD 15 thousand The ultimate parent company is the Company The ultimate parent company is the Company 〃〃〃〃 |
Note 1: Th e net v alu e o f t he l on g -te rm i nv est me nt ado pt in g t he e qu it y met h o d as o f 3 1 D e ce mb er 20 2 0 is ne gat i ve, s o its b o o k v alue is writ te n d o wn t o ze ro . The ne gati ve p art o f t he ne t e q uit y v al ue o f t he co m p an y s h al l be tran s fe rred t o ot he r li abil itie s.
Note 2 : EVE RSP RIN G INDU ST RY C O. , LTD . co ns ol id ate d A USPISTE K C OR P OR ATI ON i n 2 02 0 . I n acco rd an ce wi th t he relev ant ex pl an ato ry lette r is s ued b y Acco u n ti n g Rese arch an d Devel o p me nt F ou n d ati o n, t he b o o k v al ue o f all as set s an d li abil i ties i n t he acco un t o f AU SPISTE K C OR P OR ATI ON s h all be re co rded . I n p re p ari n g the co mp arati ve fin a n ci al st ate men ts , the co n so li d ate d b al an ce she et s h all b e dee me d t o h ave b een co n so li d ate d an d re st at ed fro m t he be gi n ni n g.
230
EVERS PRIN G IND UST RY C O., LTD . an d Su b si di arie s In fo rm at io n o n i nve st me nt s i n M ai nl an d C hi n a Ye ar e nd ed De ce m be r 3 1, 20 2 0
Table 4
Uni t: NT$ / F orei gn cu rren cy i n t h o us an ds
| Investee in Mainland China |
Main business activities |
Paid-in capital | I n v e s t m e n t m e t h o d |
Accum amo remittan Taiw Mainlan as of Dec 20 |
ulated unt of ce from an to d China ember 31, 20 |
Amount remitted fro China/ Amount remitt theyear ended D |
m Taiwan to Mainland ed back to Taiwan for ecember 31,2020 |
Accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2020 |
Net income (loss) of investee as of December 31, 2020 |
Net income (loss) of investee as of December 31, 2020 |
Ownership held by the Company (direct or indirect) |
Investment income (loss) recognized by the Company for the year ended December 31, 2020 (Note 2) |
Book value of investments in Mainland China as of December 31, 2020 |
Accumulated amount of investment income remitted back to Taiwan as of December 31, 2020 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 15,788 |
Note 1 (2) Note 1 (2) Note 1 (5) Note 1 (6) |
USD ( NT$ USD ( NT$ |
16,184 515,438 ) 400 12,720 ) - - |
$ - - - USD 2,129 ( NT$ 60,647 ) |
$ - - - - |
USD 16,184 ( NT$ 515,438 ) USD 400 ( NT$ 12,720 ) - USD 2,129 ( NT$ 60,647 ) |
( RMB$ 5,001 ) ( NT$ 21,419 ) ( RMB$ 2,612 ) ( NT$ 11,372 ) ( RMB$ 806 ) ( NT$ 4,075 ) ( RMB$ 1,247 ) ( NT$ 5,429 ) |
100 100 100 100 |
( RMB$ 5,001 ) ( NT$ 21,419 ) ( RMB$ 2,612 ) ( NT$ 11,372 ) ( RMB$ 806 ) ( NT$ 4,075 ) ( RMB$ 1,247 ) ( NT$ 5,429 ) |
RMB$ 71,279 NT$ 311,995 RMB$ - NT$ - RMB$ 2,065 NT$ 9,039 RMB$ 13,250 NT$ 53,900 |
$ - - - - |
|
| Accumu remittan to Mainland China |
lated amount of ce from Taiwan as of December 31,2020 |
Investment amount approved by the I of the Ministry of Economic |
nvestment Commiss Affairs (MOEA) |
ion | Ceiling o In |
n investments in Ma vestment Commissio |
inland China imposed by the n of MOEA (Note 3) |
|||||||
| USD (NT$ |
18,713 588,805) |
USD 18,713 (NT$ 588,805) |
NT$ | 1,410,773 |
Note 1: I n ves tm en t met h od s are cl ass i fie d i nt o t he foll o win g t h ree cate go rie s:
-
(1) Inve st i n m ai nl an d co m p anie s t h ro u gh t hi rd -are a re mit t an ce.
-
(2) Rei nv est i n m ain l an d co m p anie s th ro u gh t hi rd re gi on i n ves tm en t to e st abli sh co mp an ies .
(3) Th ro u gh i n ves ti n g i n an e xis ti n g co mp an y in t he th i rd are a, whi ch t he n i nve ste d i n t he i nve stee i n M ai nl and Ch in a. (4) Ot he rs.
(5) It is t he 1 0 0% e qu it y i nte re st o f NIN GB O GU AN GLI AN E LECT R ONI CS C O. , LTD . hel d b y Do n g gu an F o un d C h ai n I OT C O., LT D on 30 De cem be r 2 0 2 0. Do n g gu an F o un d C h ai n IOT C O., LTD h as t he 10 0 % e q uit y in te rest o f EVE RS PRIN G LU BRI C ANT C O., LT D o n 10 0 %, whi ch i s the i nte rn al organ iz ati o n adj u s t men t o f t he gro u p.
-
(6) It is t he 1 0 0% e q uit y i nt ere st o f NIN GB O GU AN GLI AN E LE CTR ONI CS C O., LTD . . he ld b y EVE RS PRIN G INDU STRY ( S) PTE LTD. on 2 6 Au gu st 2 0 20 . D o n ggu an F o un d C h ai n IOT C O., LTD h as t he 10 0 % e q uit y in te rest o f NIN GB O GU AN GLI AN E LECT R ONI CS C O., L TD . o n 10 0 %, whi ch i s the i nte rn al o rgani z ati o n adj u st me nt o f the gro u p.
-
Note 2: I n the col u mn of i n ves tm en t p ro fit an d lo ss re co gni zed i n t he cu rren t pe ri od :
-
(1) If t he re i s n o i n ves tm en t p ro fit o r lo ss i n p re p arati o n, it s h all be st ated .
(2) The re co gn iti o n b asi s o f i n ves t men t p rofit an d lo s s i s di vi de d in to th e foll o wi n g th re e t yp es , wh i ch s h al l be n ote d:
-
A. Fin an ci al st ate men ts aud ite d an d ce rti fie d b y an i nte rn ati o n al acco un ti n g fi rm i n p artne rs hi p wit h t he R OC accou nt in g fi rm
-
B. Fin an ci al st ate men ts aud ite d an d ce r ti fie d b y the T ai wan p aren t co mp an y li ce n sed pu bl i c acco u nt ant C. Ot he rs.
Note 3: Si xt y pe rce nt o f n et wo rt h o r con s oli d ate d ne t wo rt h, wh iche ve r is h i ghe r.
231
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, 2020
Table 5
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 thr ough 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 |
A m o u n t |
% |
||||||
| EVERSPRING INDUSTRY CO., LTD. EVERSPRING INDUSTRY CO., LTD. EVERSPRING INDUSTRY CO., LTD. |
Dongguan Found Chain IOT CO., LTD DONGGUAN LI YUAN ELECTRONICS CO., LTD. NINGBO GUANGLIAN ELECTRONICS CO., LTD.. |
Purchases Purchases Purchases |
$ 11,772 73,273 2,911 |
11 67 3 |
Measured at the cost of related parties 〃〃 |
Credit and debt offsetting method: if the company has material preparation funds, it needs to receive them in advance. 〃〃 |
Credit and debt offsetting method 〃〃 |
Accounts payable $ 8,145 - 1,466 |
36 - 7 |
$ - - - |
--- |
-
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 fi nancing 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.
232
EVERSPRING INDUSTRY CO., LTD. and Subsidiaries Significant inter-company transactions during the reporting periods Year ended December 31, 2020
Table 6
Uni t: NT$ / F orei gn cu rren cy i n t h o us an ds
| Number (Note 1) |
Company name | Counterparty | Relationship (Note 2) |
Transaction | |||
|---|---|---|---|---|---|---|---|
| General ledger account | Amount | Transaction terms | Percentage of consolidated total operating revenues or total assets (Note 3) |
||||
| 0 0 0 0 0 0 0 2 |
EVERSPRING INDUSTRY CO., LTD. DONGGUAN LI YUAN ELECTRONICS CO., LTD. |
EVERSPRING INDUSTRY (S) PTE LTD. Dongguan Found Chain IOT CO., LTD DONGGUAN LI YUAN ELECTRONICS CO., LTD. NINGBO GUANGLIAN ELECTRONICS CO., LTD.. Tung Sheng Development Corporation EVERSPRING TECH USA, INC. WorldTrend Co., Ltd. NINGBO GUANGLIAN ELECTRONICS CO., LTD.. |
1 1 1 1 1 1 1 3 |
Other receivable Purchases Accounts payable Purchases Purchases Accounts payable Other receivable Interest income Sales revenue Sales revenue Sales revenue Accounts receivable |
10,170 11,772 8,145 73,273 2,911 1,466 60,000 1,232 1,211 18,714 2,420 13,509 |
Mainly due to the expenses incurred by the parent company on behalf of related parties. The payment method is the mutual offset of the creditor's rights and debts. If the company requires material preparation funds, it may adopt the prepayment system. The payment method is the mutual offset of the creditor's rights and debts. If the company requires material preparation funds, it may adopt the prepayment system. The payment method is the mutual offset of the creditor's rights and debts. If the company requires material preparation funds, it may adopt the prepayment system. Loan lending The terms of the collection are within 360 days after the monthly settlement. The terms of the collection are within 60 days after the monthly settlement. The terms of the collection are within 60 days after the monthly settlement. |
- 2 - 13 1 - 2 1 - 4 - - |
(Next page)
233
| Number (Note 1) |
Company name | Counterparty | Relationship (Note 2) |
Transaction | |||
|---|---|---|---|---|---|---|---|
| General ledger account | Amount | Transaction terms | Percentage of consolidated total operating revenues or total assets (Note 3) |
||||
| 3 | NINGBO GUANGLIAN ELECTRONICS CO., LTD.. |
Dongguan Found Chain IOT CO., LTD Dongguan Found Chain IOT CO., LTD |
3 3 |
Sales revenue Purchases Accounts receivable Accounts payable Other receivable Accounts payable |
$ 34,449 26,361 47,852 3,535 3,540 6,245 |
The collection condition is to collect the payment upon monthly settlement. No significant difference with general customer No significant difference with general customer |
6 5 2 - - 1 |
-
Note 1: The numbers filled in for the transaction company in respect of inter -company transactions are as follows:
-
(1) Parent company is ‘0’.
-
(2) The companies are numbered in order starting from ‘1’.
-
Note 2: The relationship with the trader can be marked in one of the following categories:
-
(1) Parent company to subsidiary.
-
(2) Subsidiary to parent.
-
(3) Subsidiary to subsidiary.
-
Note 3: Regarding percentage of transaction amount to consolidated total operating revenues or total assets, it is computed b ased on period-end balance of transaction to parent company only total assets for balance sheet accounts and based on accumulated transaction amount for the period to consolidated total operating revenues for income statement accounts.
234
EVERSPRING INDUSTRY CO., LTD. and Subsidiaries Major shareholders information Year ended December 31, 2020
Table 7
| Name of major shareholders | S h a |
r e s |
|---|---|---|
| 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 beca use 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”.
235
6.6 If the company and its affiliates have experienced financial difficulties in the most recent year and as of the publication date of the annual report, their impact on the company's financial status should be stated: none.
236
VII. Review and Analysis of Financial Status, Financial Performance, and Risk Management
7.1 Analysis of Financial Status
(1) Comparative analysis table of consolidated financial status
Unit: Thousand NTD
| Unit: Thousand NTD | Unit: Thousand NTD | |||
|---|---|---|---|---|
| Year Item |
2020 | 2019 | Difference | |
| Amount | % | |||
| Current Assets | 1,722,628 | 1,141,859 | 580,769 | 51 |
| Non-Current Assets | 1,205,980 | 1,501,048 | (295,068) | (20) |
| Total Assets | 2,928,608 | 2,642,907 | 285,701 | 11 |
| Current Liabilities | 408,297 | 389,213 | 19,084 | 5 |
| Non-Current Liabilities | 169,022 | 170,735 | (1,713) | (1) |
| Total Liabilities | 577,319 | 559,948 | 17,371 | 3 |
| Capital | 2,140,216 | 2,140,216 | 0 | 0 |
| Capital Reserve | 454,830 | 385,666 | 69,164 | 18 |
| Retained Earnings | (176,196) | (371,201) | 195,005 | 53 |
| Other Interests | (67,823) | (71,942) | 4,119 | 6 |
| Non-controllingInterests | 262 | 220 | 42 | 19 |
| Shareholders Total Equity | 2,351,289 | 2,082,959 | 268,330 | 13 |
Analysis and explanation of the increase and decrease ratio:
(The change in the early and late period reached more than 20%, and the amount of change reached NT$10 million)
-
Increase in current assets and decrease in non-current assets: mainly due to the increase in financial assets measured at fair value through profit and loss compared to the previous period; the reclassification and adjustment of all real estate, plant and equipment of the sale of subsidiaries to assets for sale.
-
Decrease in retained surplus: mainly due to the profit in the current period and the increase in undistributed surplus compared with the previous period.
(2) Response plan in the future
The company will continue to pay attention to the improvement of operating performance and the stable growth of profits, and to establish a complete financial structure to reduce financial burdens.
237
7.2 Financial performance
(1) Comparative analysis table of consolidated business results
Unit: Thousand NTD
| Year Item |
2020 | 2019 | Increase or decrease amount |
Change ratio % |
|---|---|---|---|---|
| OperatingRevenue | 531,099 | 621,283 | (90,184) |
(15) |
| OperatingCosts | 437,752 | 504,273 | (66,701) |
(13) |
| OperatingMargin | 93,527 | 117,010 | (23,483) |
(20) |
| OperatingExpenses | 215,893 | 264,926 | (49,033) |
(19) |
| Operating Net Profit and Loss |
(122,366) | (147,916) | 25,550 |
17 |
| Non-Operating Income and Expenses |
324,636 | (29,369) | 354,005 |
1,205 |
| Profit(Loss)before Tax | 202,270 |
(177,285) | 379,555 | 214 |
| Net Income(Loss) | 195,323 | (180,605) | 375,928 | 208 |
| Net Income attributable to Stockholders of the Parent |
195,268 | (180,666) | 375,934 |
208 |
| Net Income attributable to Non-controlling Interests |
55 | 61 | (6) |
(10) |
| Earningsper Share | 0.91 | (0.84) | 1.75 | 208 |
Analysis of the change in the increase/decrease ratio: the change in the early and late period reached more than 20%, and the change amount reached NT$10 million
-
Non-operating income and expenses increased compared with the previous period: the benefits of disposing of financial assets and compulsory financial asset benefits measured at fair value through profit and loss increased compared with the previous period.
-
Pre-tax benefits, net profit for the current period, net profit attributable to owners of the parent company and increase in earnings per share compared with the previous period: mainly due to the impact of the net profit for the year and the net loss for the previous period.
-
(2) The expected sales volume in the next year and its basis, the possible impact on the company's future financial business, and the corresponding plan:
The company takes the development of smart home system security control, security, monitoring, care, etc. as the technology and product development main axis, deepens the platform integration of the cloud system on the original security products and solutions, and strengthens the back-end support services and builds the cloud Host the server. Homesys Smart Home series products provide a full range of hardware, software and service solutions. The products include: smart IP gateways, security alarms, various sensors, IP Cam, wireless remote controls, smart sockets, mobile device apps and cloud services, etc. The proportion of business distribution is mainly in Europe, the United States, Central and South America, the Middle East and Taiwan. This year, Everspring’s focus on market and customer operations continues to develop emerging markets such as Central and South America and the Middle East; customer types are mainly platform operators, telecommunications, security, system vendors, and home security brand distributors, and operate with brand awareness And rooted in the market as the main goal. Strengthen the design and development of product applications and the completeness of system solutions, and provide a full range of hardware, software and service solutions; in order to enhance the company's
238
product value and competitiveness, strive to become the best partner of customers, and create greater for the company interest. It is expected that the sales volume in the coming year will continue to grow significantly.
7.3 Cash Flow
(1) Analysis and explanation of changes in consolidated cash flow in the last
two years
| twoyears | |||
|---|---|---|---|
| Year Item |
2020 | 2019 | Difference % |
| Cash flow ratio | 1.41% | -19.55% | 107% |
| Allowable cash flow ratio | -241.63% | -325% | 0.26% |
| Cash reinvestment ratio | 0.22% | -2.84% | 1.08% |
| Note: The cash flow ratio increased compared with the previous period, mainly due to the increase in net cash inflow from operating activities during the current period compared with the previous period. The allowable cash flow ratio and cash reinvestment ratio increased from the previous period, mainly due to the increase in net cash flow from operating activities, long-term investment and workingcapital in thepast fiveyears. |
-
(2) Improvement plan for insufficient cash: The current cash is sufficient for operational use, so it is not applicable
-
(3) Analysis of cash liquidity in the coming year
| Unit: Thousand NTD | Unit: Thousand NTD | ||||
|---|---|---|---|---|---|
| Beginning cash balance |
Estimated annual net cash inflow (out) from operating activities |
Estimated annual net cash inflow (out) from investment activities and financingactivities |
Estimated cash balance |
Remedies for insufficient cash |
|
Investment plan |
Financial plan |
||||
| 397,522 | 830,000 |
(180,000) | 1,047,522 |
Not Applicable |
Not Applicable |
The company expects that there will be a net cash inflow from operating activities in the coming year.
7.4 Effects of Major Capital Expenditure on Financial Business of the Past Year
-
(1) The use of major capital expenditures in the most recent year and the source of funds: none
-
(2) Expected benefits: None.
7.5 Investment Policy of the Past Year, Main Causes for Profits or Losses, Improvement Plan and Investment Plan for the Coming Year
- Reinvestment policy:
The company's reinvestment policy is based on considerations of sustainable operation and operational growth. For reinvestment planning, the management of the management will coordinate all relevant departments to evaluate, and the decision of the appropriate decision-making unit will be carried out, and the reinvestment performance and risk status will be reviewed regularly.
- The main reasons for the profit or loss of reinvestment and the improvement plan:
| Unit: Thousand NTD | Unit: Thousand NTD | ||||
|---|---|---|---|---|---|
| Name of reinvestment company |
Book amount | Shareholdin g % |
Profit and (loss) for the current period of |
Main reason for loss or profit |
Improvement Program |
239
| reinvestment company |
|||||
|---|---|---|---|---|---|
| EVERSPRING, Singapore |
319,660 | 100.00% | (33,972) |
Losses due to increased production costs and decreased shipments of the reinvested mainland Sun company |
Continue to strengthen cost control, optimize budget management, and actively expand new customers to increase production capacity |
| EVERSPRING, USA |
4,545 | 94.55% |
1,014 |
Existing profitability |
Continue to expand the U.S. product market with existing organizations |
| Worldtrend Security |
304,309 | 95.36% |
46,857 |
The fixed cost of expansion has been recovered, and the business is profitable |
Continue to expand the customer base at each branch to increase the number of customers |
| Zisheng Company |
353,009 | 100.00% |
56,692 |
Existing profitability | Mainly focused on investment |
| Tongsheng Development (Note 1) |
73,362 | 27.88% |
776 |
Mainly engaged in real estate development and leasing business, the construction project is still in the integrationstage |
Continue to develop land based on long-term layout |
| PHASE ELECTRONICS |
0 |
100.00% |
(1,974) |
The British market is sluggish, and the assessment has no beneficial operation, liquidation and dissolution |
The board of directors agrees to liquidation-March.20 21, the company has been liquidated |
| Gea Biology (Note 2) |
414,728 | 10.14% |
(337,923) |
Research and develop new drugs and biological agents, and deploy vaccines and medical markets |
Continued in accordance with the company's long-term plan |
Note 1: Tongsheng Development is held 65.78% and 6.34% by Uniinn and Worldtrend security respectively, totaling 100%.
Note 2: Keya Biotech is held 1.75% and 0.05% by Worldtrend and Uniinn security respectively, totaling 11.94%. The equity method is used to recognize investment gains and losses.
- Investment plan for the next year: Evaluate based on actual operating conditions.
240
7.6 Risk Analysis
-
(i) The impact of interest rate, exchange rate changes, and inflation on the company's profit and loss and future countermeasures.
-
(1) Impact on the company's profit and loss:
| mpact on the company's profit and loss: | |
|---|---|
| Item | 2020(Thousand NTD;%) |
| Net interest income and expenses | 778 |
| Net exchange gains and losses | -9,183 |
| Ratio of net interest income and expenditure to net revenue |
0.62% |
| Ratio of net interest income and expenditure to net profit before tax |
0.39% |
| Ratio of net conversion gains and losses to net revenue |
-7.35% |
| Ratio of net conversion gains and losses to net profit before tax |
-4.60% |
-
Interest rate: Financial units can adjust the use of funds at any time according to changes in financial interest rates to respond to financial risks caused by changes in interest rates, regularly evaluate bank borrowing rates, and maintain good relationships with banks to obtain more favorable interest rates. We also refer to the research reports and prospects of various domestic and foreign economic research institutions and banks in order to grasp the future trend of interest rates.
-
Exchange rate: The company is mainly affected by fluctuations in the US dollar exchange rate, and the company has a clear foreign exchange hedging strategy and strict control procedures to monitor foreign exchange changes, and will continue to carry out this risk management concept in the future. Strengthen the concept of foreign exchange risk hedging for financial personnel, maintain appropriate foreign exchange positions according to the future trend of exchange rates, and reduce the impact of exchange rate changes on the company's profit.
-
Inflation: At present, the global economy is in a recovery phase, global conditions continue to improve, commodity prices will also rise, and the annual growth rates of consumer price indices in major countries are in a trend of picking up. However, at the same time, the world’s major economies are still facing many uncertainties. In the future, companies may face increased raw material purchase costs and labor costs. However, the company is committed to researching and developing products that will accelerate the market trend to improve the company’s operating performance. Efforts to obtain greater profits, the company has not had an immediate major impact due to inflation or deflation crisis so far, and the company will accelerate high-margin products, while flexibly adjusting sales and procurement strategies, cost structures and trading conditions, etc. In order to slow down the rate of price increases, inflation or deflation will not have a major impact on the company.
-
(ii) Policies for engaging in high-risk, high-leverage investments, capital loans to others, endorsements and derivatives transactions, the main reasons for profit or loss, and future countermeasures:
-
In order to improve the financial and business management risks, the company does not engage in high-risk, high-leverage financial investment. The main purpose of derivative commodity transactions is to avoid foreign exchange risks arising from business, and in accordance with the company's regulations Measures such as the "procedures for dealing in derivatives transactions" are carefully implemented. In addition, in order to strengthen the control of specific
241
transaction risks, in accordance with the relevant laws and regulations of the Securities and Futures Bureau, internal operation management methods such as "procedures for obtaining or disposing of assets" and "procedures for loan to others" have been formulated.
-
The situation of 2020 fund loan to others and endorsement guarantee:
-
(1) The balance of external fund loans of the company as of December 31, 2020 was NT$60,000. The object of the loan is NT$60,000 thousand for the operating turnover of Tongsheng Development & Construction Co., Ltd., a subsidiary of the company.
-
(2) As of December 31, 2020, the company has no external endorsement guarantee.
-
(iii) R&D plans and estimated R&D expenses in the future
(1) The balance of external fund loans of the company as of December 31, 2020 was NT$60,000. The object of the loan is NT$60,000 thousand for the operating turnover of Tongsheng Development & Construction Co., Ltd., a subsidiary of the company. (2) As of December 31, 2020, the company has no external endorsement guarantee. (iii) R&D plans and estimated R&D expenses in the future |
(1) The balance of external fund loans of the company as of December 31, 2020 was NT$60,000. The object of the loan is NT$60,000 thousand for the operating turnover of Tongsheng Development & Construction Co., Ltd., a subsidiary of the company. (2) As of December 31, 2020, the company has no external endorsement guarantee. (iii) R&D plans and estimated R&D expenses in the future |
(1) The balance of external fund loans of the company as of December 31, 2020 was NT$60,000. The object of the loan is NT$60,000 thousand for the operating turnover of Tongsheng Development & Construction Co., Ltd., a subsidiary of the company. (2) As of December 31, 2020, the company has no external endorsement guarantee. (iii) R&D plans and estimated R&D expenses in the future |
|---|---|---|
| The company's estimated investment in research and development expenses in the future will be steadily invested in accordance with the company's operating conditions, and will be adjusted year by year based on the operating conditions. |
||
| Product Category |
Types | Estimated investment cost (thousand NTD) |
| Light control sensors |
LED and IOT smart home integration | 2,000 |
| Home automation controller |
Smart Energy System、Meter、IP Home Automation |
4,000 |
| Peripheral controller |
IP Gateway、Communications (SIP VoIP) | 4,000 |
| Anti-theft host |
IP SERVER、IP Home Security Solution | 4,000 |
| System software |
UI interface, APP interface software, Server software, mobilephone control software |
12,000 |
| Smart home system |
Home multimedia control host Multi-Function System | 4,000 |
| Wireless Intelligent Perception Products |
Environment change detectors for doors, windows, and heat source targets, emergency wristbands, key chains, keyboard controllers, alarms, repeaters, smart power sockets,and a series of Z-WAVE wirelessproducts |
8,000 |
-
(iv) The impact of important domestic and foreign policies and legal rate changes on the company's financial business and corresponding measures:
-
The company always pays attention to the development trend of domestic and foreign policies and changes in laws and regulations to fully grasp the changes in the market environment. Up to now, the company has not been affected by important domestic and foreign policies and legal rate changes that have affected the company's financial business.
-
(v) The impact of technological changes and industrial changes on the company's financial business and corresponding measures: Information security risk control The company has established and implemented an information security management system, and regularly conducts information security risk assessments and internal and external information security cyclical audits to ensure the effectiveness of the management system and comply with laws and regulations. Therefore, information security risks are not significant to the company operational risk.
-
(vi) The impact of the change in corporate image on the company's financial business and corresponding measures: None.
-
(vii) Expected benefits of mergers and acquisitions. Highly possible risks and countermeasures: None.
242
-
(viii) The expected benefits of the expansion of the plant are likely to be risky and corresponding measures: None.
-
(ix) Risks faced by purchase or concentration of sales: None.
-
(x) Directors, supervisors, or major shareholders holding more than 10% of the shares, the risk of the company's impact on the company's large-scale transfer or replacement of shares and corresponding measures: none
-
(xi) The risk of the change in the management right to the company and the corresponding measures: None.
-
(xii) For litigation or non-litigation events, the company and the company’s directors, supervisors, general managers, substantive persons in charge, major shareholders holding more than 10% of the shares, and affiliated companies have been determined by judgment or are still in the family For major litigation, non-litigation or administrative litigation, the outcome of which may have a significant impact on shareholder rights or securities prices, should disclose the facts in dispute, the amount of the subject matter, the start date of the litigation, the main parties involved in the litigation, and the handling as of the printing date of the annual report: None.
(xiii) Other important risks and corresponding measures: None.
7.7 Other Important Matters
-
(1) Exposure of industry-specific Key Performance Indicators (KPI): The company hopes to build a people-oriented green enterprise and provide a humanized smart life program. Strategic themes are divided into operational management strategies, customer management strategies, innovation strategies, and regulations and social strategies; system operators aiming to provide software and hardware TOTAL SOLUTION smart life service solutions.
-
(2) Disclosure of the evaluation basis and basis of the method of listing the assets and liabilities evaluation subject:
-
Assessment basis and basis for allowance for bad debts: The company adopts the simplified approach of IFRS 9 to recognize allowance losses for accounts receivable based on expected credit losses during the duration. The expected credit loss during the existence period is calculated using a reserve matrix, which takes into account the past default records of customers and the current financial situation, industrial economic situation, and also considers the industry outlook. As the credit loss history experience of the combined company shows that the loss patterns of different customer groups are significantly different, the preparation matrix further differentiates the customer groups and sets different expected credit loss rates based on the number of days overdue of accounts receivable for different customer groups.
-
The basis and basis for the assessment of allowances for inventory depreciation losses: Inventories include raw materials, materials, finished products and work in progress. Inventory is measured by the lower of cost and net realizable value. When comparing cost and net realizable value, it is based on individual items except for the same type of inventory. Net realizable value refers to the estimated selling price under normal circumstances minus the estimated cost required to complete the project and the estimated cost required to complete the sale. The calculation of inventory cost adopts the weighted average method.
-
(3) Disclosure of the objectives and methods of applicable hedge accounting: The company engages in foreign exchange transactions to coordinate sales with customers to avoid exchange rate risks that may arise from expected future sales transactions. These forward foreign exchange contracts are designated as cash flow hedging, and consolidated financial statements are treated as hedging accounting.
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VIII. Special Disclosure
8.1 Information about the company’s Affiliates
- Consolidated business report of affiliated companies The company's affiliated companies with a reinvestment of more than 50% of the shares include Worldtrend Security Co. Ltd. and Zisheng Wisdom Technology Co., Ltd. Our Overseas businesses with a reinvestment of more than 50% include Everspring Industry Pte LTD in Singapore, Everspring Tech USA Inc., Phase Electronics Ltd. in the United Kingdom. The business that reinvested by Worldtrend Security Co. Ltd. with a shareholding ratio of more than 50% is Huachen Apartment Building Management and Maintenance Co., Ltd.; Businesses that are reinvested by Singapore's Everspring Industry Pte LTD with a shareholding ratio of more than 50% are Dongguan Liyuan Electronics Co., Ltd., Ningbo Guanglian Electronics Co., Ltd., and Dongguan Fengcheng Intelligent Technology Co., Ltd.; The business with a reinvestment ratio of more than 50% from Zisheng Wisdom Technology Co., Ltd. is Tongsheng Development and Construction Co., Ltd. and Dongguan Fengcheng Intelligent Technology Co., Ltd., and the business with a reinvestment ratio of more than 50% is Suzhou Ma Liqiang Lubricant Limited company. For more details, please refer to (1) Organizational chart of related companies (2) Table of mutual shareholding of related companies (3) Basic information table of each related company (4) Information table of directors, supervisors and general managers of each related company (5) Overview of operations of each related company.
(i) Organization Chart of Affiliated Companies
==> picture [471 x 382] intentionally omitted <==
244
(ii) Names of affiliated companies and their mutual shareholding status:
Unit: NT$ Thousand; Thousand shares
| Names of affiliated companies |
Relations | The (& subsidiary) company holds shares in affiliated companies |
The (& subsidiary) company holds shares in affiliated companies |
The (& subsidiary) company holds shares in affiliated companies |
Affiliated companies hold shares of the company |
Affiliated companies hold shares of the company |
Affiliated companies hold shares of the company |
|---|---|---|---|---|---|---|---|
| Number of Shares |
Actual investment amount |
Shareholding Ratio |
Numb er of Shares |
Actual investment amount |
Sharehold ing Ratio |
||
| EVERSPRING INDUSTRY(S) PTE LTD, SIngapore |
Subsidiary invested by the company |
3,1462,000 | 632,541 |
100.00% |
0 |
0 |
0 |
| Worldtrend Security Co. Ltd. |
Subsidiary invested bythe company |
21,263,600 | 286,119 |
100.00% |
0 |
0 |
0 |
| EVERSPRING TECH USA,INC. |
Subsidiary invested bythe company |
260,000 | 129,225 |
94.55% |
0 |
0 |
0 |
| Zisheng Wisdom TechnologyCo.,Ltd. |
Subsidiary invested bythe company |
44,846,800 | 488,851 |
100.00% |
0 |
0 |
0 |
| Dongguan Liyuan Electronics Co., Ltd. |
Subsidiary invested by Singapore Yunchen |
- | 515,438 |
100.00% |
0 |
0 |
0 |
| Ningbo Guanglian Electronics Co., Ltd. |
Subsidiary invested by Singapore Yunchen |
- | 12,720 |
100.00% |
0 |
0 |
0 |
| Dongguan Fengcheng Intelligent Technology Co. Ltd. |
Subsidiary invested by Singapore Yunchen |
- | 87,773 |
100.00% |
0 |
0 |
0 |
| Tongsheng Development & Construction Co., Ltd. |
Zisheng Wisdom Technology Co., Ltd. and Subsidiary of Worldtrend Security Co. Ltd. are the subsidiaries invested bythe company |
31,568,600 | 315,686 |
100.00% |
0 |
0 |
0 |
| PHASE ELECTRONICS (UK) LTD |
Subsidiary invested by the company |
Common share 2,395,662 Preferred shares 102,468 |
127,323 5,076 |
100.00% - |
0 |
0 |
0 |
| Suzhou Horsepower Lubricant Co. Ltd. |
Dongguan Fengcheng Intelligent TechnologyCo. Ltd. |
- |
13,986 |
100.00% |
0 |
0 |
0 |
| Huachen Apartment Building Management and Maintenance Co. Ltd. |
The subsidiary invested by Worldtrend Security Co. Ltd. |
2,000,000 | 20,000 |
100.00% |
0 |
0 |
0 |
Note: The mutual shareholding situation among the subsidiary companies of the company is as follows
(1) EVERSPRING INDUSTRY PTE LTD. in Singapore has 100% shares of Dongguan Liyuan Electronics Co.,
Ltd., Ningbo Guanglian Electronics Co., Ltd. and Dongguan Fengcheng Intelligent Technology Co. Ltd.
(2) Worldtrend Security Co. Ltd. has 6.34% of shares of Tongsheng Development & Construction Co., Ltd. and has 100% of shares of Huachen Apartment Building Management and Maintenance Co. Ltd.
(3) UNIINN TECHNOLOGY CO., LTD. has 65.78% of shares of Tongsheng Development & Construction Co., Ltd. and has 4.64% of shares of Worldtrend Security Co. Ltd.
(4) Dongguan Fengcheng Intelligent Technology Co. Ltd. has 100% of shares of Suzhou Horsepower Lubricant Co. Ltd.
(5) Except for the above, there is no mutual shareholding among other subsidiary companies.
(6) There is no presumption of control and subordination in accordance with Article 369-3 of the Company Law.
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(iii) Information of Affiliated Companies
| Unit: NT$Thousand;ForeignCurrency | Unit: NT$Thousand;ForeignCurrency | |||
|---|---|---|---|---|
| Company Name | Establish Date |
Address | Paid-in capital | Main Business & Product |
| EVERSPRING INDUSTRY(S) PTE LTD., Singapore |
1993.05.30 | 10 Anson ROAD,#13-12 International Plaza Singapore 0207 |
632,541 (SGD31,462,000) |
Investment shareholding business |
| Worldtrend Security Co. Ltd. |
1997.06.20 | 2F-1 & 2, 5No.50, Sec. 1, Chunghwa Rd., Tucheng, New TaipeiCity |
212,636 | Security equipment trading and security system design |
| EVERSPRING TECH USA, INC., USA |
1998.01.27 | 850 S. Rancho Drive #2321 Las Vegas, Nevada 89016, U.S.A. |
7,832 (US 275,000) |
Sale of anti-theft devices and anti-theft accessories |
| Zisheng Wisdom Technology Co., Ltd. |
2004.04.29 | 13th Floor, No. 198, Section 3, Civic Avenue, Da-an District, TaipeiCity |
448,468 | General investment business |
| Dongguan Liyuan Electronics Co., Ltd. (Note 1) |
1992.09.16 | Tiankeng Village Committee, Donghuan Road, Xincheng Industrial Zone, Hengli Town, Dongguan City, Guangdong Province |
515,438 (RMB123,921,144) |
Anti-theft device manufacturing and trading |
| Ningbo Guanglian Electronics Co., Ltd. |
2005.04.27 | Building 7, Sifang Science and Technology Park, No.601 Hengshan West Road, Beilun District, Ningbo City, Zhejiang Province |
12,720 (RMB 3,021,720) |
Manufacturing and trading of sensors, anti-theft devices, lighting controllers, etc. |
| Tongsheng Development & Construction Co., Ltd. |
2007.06.29 | 10th Floor, No. 198, Section 3, Civic Avenue, Da-an District, Taipei City |
315,686 | Residential buildings, industrial plants, specific professional zones, new towns, new communities development, lease and sale, real estate development, lease and sale,etc. |
| PHASE ELECTRONICS (UK) LTD (註2) |
2002.07.12 | Willow Drive Sherwood Park Industrial Estate Annesley Nottingham NG15 0DP United Kingdom |
93,191 (£2,395,662) |
Trading business of various types of anti-theft devices, lighting controllers and anti-theft accessories |
| Suzhou Horsepower Lubricant Co. Ltd. |
2013.01.06 | Wuzhong Economic Development Zone, Wuzhong District, Suzhou, Jiangsu Province |
13,986 (RMB 3,000,000) |
Sales of lubricants, self-operated and agent import and export business of various products and technologies |
| Huachen Apartment Building Management and MaintenanceCo. Ltd. |
2012.12.03 |
9F, 261, Sec.3, Chung-Hsiao E. Rd. Taipei |
20,000 | Apartment building management and maintenance |
| Dongguan Fengcheng Intelligent Technology Co. Ltd. |
2019.05.29 | No. 13, 3rd Street, Daxi First Road, Qiaotou Town, Dongguan City, Guangdong Province |
87,773 (RMB 15,788,346) |
R&D, production and sales of intelligent security monitoring equipment,etc. |
Note 1: Dongguan Liyuan Electronics Co., Ltd. completed the equity transfer process in February, 2021 。
Note 2: PHASE ELECTRONICS (UK) LTD completed company liquidation procedures in March, 2021 。
246
(iv) Information on directors, supervisors and general managers of affiliated companies
| Unit: Shares | Unit: Shares | |||
|---|---|---|---|---|
| Company Name | Title | Name | Shares | |
| Shares | Ratio | |||
| EVERSPRING INDUSTRY(S) PTE LTD., Singapore |
Chairman and General Manager Director |
Nally Chang YANG MEI HUA (Representatives of EVERSPRING INDUSTRY CO., LTD.) |
31,462,000 | 100% |
| Worldtrend Security Co. Ltd. |
Chairman Director Chairman and General Manager Director Director Supervisor |
Nally Chang Huang Ziliang Kao Yonghua Kao Yuheng Huang Baijun (All of the above are representatives of Everspring) Lu Lizhu (Representative of Zisheng Wisdom Technology Co.,Ltd.) |
20,275,974 987,626 |
95.36% 4.64% |
| EVERSPRING TECH USA, INC., USA |
Chairman and General Manager Director |
Nally Chang (Representatives of Everspring) Kao Yonghua |
260,000 | 94.55% |
| Zisheng Wisdom Technology Co., Ltd. |
Chairman and General Manager Director Director Supervisor |
Huang Ziliang Nally Chang Kao Yonghua Lu Lizhu (All of the above are representatives of Everspring) |
44,846,800 | 100% |
| Dongguan Liyuan Electronics Co., Ltd. Note 1 |
Chairman and Representative Director Director |
Huang Yicheng Nally Chang Kao Yonghua |
- | 100% |
| Ningbo Guanglian Electronics Co., Ltd. |
Director |
Kao Yonghua | - | 100% |
| Tongsheng Development & Construction Co., Ltd. |
Chairman Director Director Supervisor |
Shi Junwei (Representative of Zisheng Wisdom Technology Co., Ltd.) Nally Chang(Representatives of Everspring) Lu Lizhu(Representatives of Everspring) Kao Yonghua(Representative of Worldtrend SecurityCo. Ltd.) |
20,768,600 8,800,000 2,000,000 |
65.78% 27.88% 6.34% |
| PHASE ELECTRONICS (UK) LTD 註2 |
Chairman Director |
Nally Chang Wang Chengching (All of the above are representatives of Everspring) |
Common shares 2,395,662 Preferred shares 102,468 |
100% |
| Huachen Apartment Building Management and Maintenance Co. Ltd. |
Chairman Director Director Supervisor |
Nally Chang Huang Ziliang Kao Yonghua Lu Lizhu (Names shown above are all the representatives of WorldtrendSecurity Co. Ltd. |
2,000,000 | 100% |
| Suzhou Horsepower Lubricant Co. Ltd. |
Chairman and Representative Director Supervisor |
Chang Chiyuan Nally Chang Huang Ziliang |
- | 100% |
| Dongguan Fengcheng Intelligent Technology Co. Ltd. |
Chairman and Representative Supervisor |
Kao Yonghua Lee Chiulan |
- | 100% |
Note 1: Dongguan Liyuan Electronics Co., Ltd. completed the equity transfer process in February, 2021. Note 2: PHASE ELECTRONICS (UK) LTD. completed company liquidation procedures in March, 2021.
247
(v) Operating Overview of Affiliated Companies Unit: NT$ Thousand;
| Company Name | Capital | Total assets |
Total liabilities |
Net worth |
Operating revenue |
Operating Income |
Current profit and loss |
Earnings Per Share (yuan) |
|---|---|---|---|---|---|---|---|---|
| Worldtrend Security Co. Ltd. EVERSPRING TECH USA , INC.,USA EVERSPRING INDUSTRY (S) PTE LTD., Singapore Dongguan Liyuan Electronics Co., Ltd. Zisheng Wisdom Technology Co., Ltd. PHASE ELECTRONICS (UK) LTD. Tongsheng Development & Construction Co., Ltd. Ningbo Guanglian Electronics Co., Ltd. Suzhou Horsepower Lubricant Co. Ltd. Huachen Apartment Building Management and Maintenance Co. Ltd. Dongguan Fengcheng Intelligent TechnologyCo. Ltd. |
212,636 7,832 632,541 515,438 448,468 93,191 315,686 12,720 13,986 20,000 87,773 |
466,178 9,284 369,991 403,218 361,770 3,773 512,184 25,758 9,327 23,734 104,571 |
147,075 4,471 32,254 90,910 6,937 4,512 249,049 54,861 289 2,944 46,571 |
319,103 4,813 337,737 312,308 354,833 -739 263,135 -29,103 9,038 20,790 58,000 |
402,939 9,663 0 117,254 95,266 1,821 0 3,057 1,345 13,565 41,377 |
10,827 1,002 -277 -23,196 56,250 -1,995 -577 -1,922 -3,511 937 -5,547 |
46,857 1,014 -33,972 -21,419 56,692 -1,974 776 -11,372 -4,075 933 -5,429 |
2.20 3.69 -1.08 -0.42 1.26 -0.82 0.02 -8.94 -2.91 0.47 -0.62 |
Note: If the enterprise is a foreign company, in addition to the historical exchange rate of capital, the other foreign currency balance sheet conversion rates are as follows.
1USD =28.48NTD , 1SGD =21.56NTD , 1RMB =4.37NTD , 1GBP=38.9NTD 。
The income statement conversion rate is as follows:
1USD =29.549NTD , 1SGD =21.43NTD , 1RMB =4.282NTD , 1GBP=37.94NTD 。
2. Consolidated financial statements of affiliated companies
(1) Statement of Consolidated Financial Statements of Affiliated Enterprises
Statement
EVERSPRING 2020 (from 2020/1/1 to 2020/12/31) In 2020, the company that should be included in the preparation of the consolidated financial report of the affiliated company according to " Guidelines for the preparation of consolidated financial statements and relationship reports of related companies " is the same as the company that should be included in the preparation of the consolidated financial report of the parent and subsidiary company according to “International Financial Reporting Standards No. 10”, and the relevant information that should be disclosed in the consolidated financial report of the related enterprise has been disclosed in the previously disclosed parent-subsidiary consolidated financial report, and there will be no separate preparation of the consolidated financial report of the related enterprise. Hereby declare
EVERSPRING INDUSTRY CO., LTD.
248
Chairman: Nally Chang 2021/3/24
- (2) Consolidated Financial Statements of Affiliated Enterprises
Please refer to Chapter VI. Financial Overview Section (v). 2020 Latest Consolidated Financial Statements of the Parent Company and Subsidiaries Audited and Certified by CPAs.
-
8.2 In the most recent year and as of the publication date of the annual report, the status of the private placement of securities shall be disclosed, the date and amount approved by the shareholders meeting or the board of directors, the basis and rationality of the price setting, the method selected by the specific person, the necessary reasons for the private placement and the funds Or after the full payment has been received, the fund utilization plan and the plan execution progress of the privately placed securities: None
-
8.3 Subsidiary holding or disposing of the Company’s Stock during the Past Year and up to the Issuance of Annual Report: None
-
8.4 Other Necessary Supplemental Information: None
8.5 Events Having Significant Impacts on Shareholders’ Equity or Security Price
According to Article 36.2.2 of Securities Exchange Act in the Past Year and up to the Issuance of Annual Report: None
249
EVERSPRING INDUSTRY CO., LTD.
Chairman: Nally Chang