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FICG — Audit Report / Information 2022
Nov 14, 2022
52367_rns_2022-11-14_ca572808-0924-4931-aeea-0ff63c4ecd2b.pdf
Audit Report / Information
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FIC GLOBAL, INC. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’ REPORT DECEMBER 31, 2022 AND 2021
For the convenience of readers and for information purpose only, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chineselanguage independent auditors’ report and financial statements shall prevail.
~1~
FIC GLOBAL, INC.
DECEMBER 31, 2022 AND 2021 CONSOLIDATED FINANCIAL STATEMENTS
AND INDEPENDENT AUDITORS’ REPORT
TABLE OF CONTENTS
Contents Page
| 1. | Cover Page | 1 |
|---|---|---|
| 2. | Table of Contents | 2 ~ 3 |
| 3. | Declaration of Consolidated Financial Statements of Affiliated Enterprises | 4 |
| 4. | Independent Auditors’ Report | 5 ~ 10 |
| 5. | Consolidated Balance Sheets | 11 ~ 12 |
| 6. | Consolidated Statements of Comprehensive Income | 13 ~ 14 |
| 7. | Consolidated Statements of Changes in Equity | 15 |
| 8. | Consolidated Statements of Cash Flows | 16 ~ 17 |
| 9. | Notes to the Consolidated Financial Statements | 18 ~ 102 |
| (1) History and Organisation |
18 | |
| (2) The Date of Authorisation for Issuance of the Financial Statements |
18 | |
| and Procedures for Authorisation | ||
| (3) Application of New Standards, Amendments and Interpretations |
18 ~ 19 | |
| (4) Summary of Significant Accounting Policies |
19 ~ 38 | |
| (5) Critical Accounting Judgements, Estimates and Key Sources of |
38 ~ 39 | |
| Assumption Uncertainty |
~2~
Contents Page
| (6) | Details of Significant Accounts | 39 ~ 75 |
|---|---|---|
| (7) | Related Party Transactions | 75 ~ 81 |
| (8) | Pledged Assets | 82 |
| (9) | Significant Contingent Liabilities and Unrecognised Contract | 82 |
| Commitments | ||
| (10) | Significant Disaster Loss | 82 |
| (11) | Significant Events after the Balance Sheet Date | 82 ~ 83 |
| (12) | Others | 83 ~ 98 |
| (13) | Supplementary Disclosures | 98 ~ 99 |
| (14) | Segment Information | 99 ~ 102 |
~3~
FIC GLOBAL, INC.
Declaration of Consolidated Financial Statements of Affiliated Enterprises
For the year ended December 31, 2022, pursuant to the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises,” the company that is required to be included in the consolidated financial statements of affiliates, is the same as the company required to be included in the consolidated financial statements of parent and subsidiary companies under International Financial Reporting Standard 10. Also, if relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies, it shall not be required to prepare separate consolidated financial statements of affiliates.
Hereby declare, FIC Global, Inc. Chien Ming-Jen, Chairman March 30, 2023
~4~
INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE
To the Board of Directors and Shareholders of FIC Global, Inc.
Opinion
We have audited the accompanying consolidated balance sheets of FIC Global, Inc. and subsidiaries (the “Group”) as at December 31, 2022 and 2021, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the reports of other auditors (refer to the Other matter section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2022 and 2021, 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, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group 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. Based on our audits and the reports of the other independent auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group’s 2022 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
~5~
Key audit matters for the Group’s 2022 consolidated financial statements are stated as follows:
Existence of revenue from newly listed top ten sales customers
Description
Refer to Note 4(31) for accounting policies on revenue recognition, and Note 6(23) for the details of operating revenue.
The Group is primarily engaged in the research and development, production and sales of automotive electronics, surveillance products and industrial computers, electronic contract manufacturing of computers and server products. Since product orders are affected by project cycles, and the Group will have to focus on accepting orders of new projects, there will be changes in the top ten sales customers, which has a significant impact on the consolidated operating revenue. Thus, the existence of sales revenue from newly listed top ten sales customers has been identified as one of the key audit matters.
How our audit addressed the matter
We performed the following audit procedures in respect of the above key audit matter:
-
Obtained an understanding of, and assessed the Group’s internal controls over sales transactions.
-
Examined the relevant industry background information of newly listed top ten sales customers.
-
Selected samples of sales transactions from the newly listed top ten sales customers and verified against related vouchers to ascertain existence of sales revenue.
Evaluation of inventories
Description
Refer to Note 4(13) for the accounting policies on the evaluation of inventories; Note 5(2) for the uncertainty of accounting estimates and assumptions for evaluation of inventories, and Note 6(6) for the details of inventory.
Due to the rapid technological innovations and competition within the industry, frequent releases of new products result in potential price fluctuations and product marginalization in the market. Additionally, it also affects the estimation of net realizable values of inventories.
~6~
In response to changing markets and its development strategies, the Group adjusts its inventory levels. As a result, the related inventory levels for the product line as mentioned above are significant. Inventories are stated at the lower of cost and net realizable value. Since the evaluation of inventories is subject to management’s judgement and the accounting estimations will have significant influence on the inventory values, the evaluation of inventories has been identified as one of the key audit matters.
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
-
Assessed the policy on allowance for inventory valuation loss based on our understanding of the operations and industry of the Group.
-
Inspected the management’s individually identified out-of-date inventory list and checked the related supporting documents.
-
Tested the basis of market value used in calculating the net realizable values of inventory and validated the accuracy of net realizable value calculation of selected samples.
Other matter - Reference to the audits of other auditors
We did not audit the financial statements of certain consolidated subsidiaries and investments accounted for under the equity method, which statements reflect total assets of $103,155 thousand and $61,461 thousand, both constituting 1% of consolidated total assets as of December 31, 2022 and 2021, respectively, total operating revenues of $0, constituting 0% of consolidated total operating revenues for both years ended, the balance of investments accounted for under the equity method amounted to $114,008 thousand and $98,998 thousand, both constituting 1% of the consolidated total assets as at December 31, 2022 and 2021, respectively, and the share of profit and other comprehensive income of associates and joint ventures accounted for under the equity method of $14,629 thousand and $14,091 thousand, constituting 2% and 4% of consolidated total comprehensive income for the years then ended, respectively. The financial statements of these investee companies were audited by other independent auditors whose reports thereon have been furnished to us and our opinion expressed herein, insofar as it relates to the amounts included in the consolidated financial statements and information disclosed relative to these consolidated subsidiaries and investments accounted for under the equity method, is based solely on the reports of other independent auditors.
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Other matter – Parent company only financial reports
We have audited and expressed an unmodified opinion with an Other matter section on the parent company only financial statements of FIC Global, Inc. as of and for the years ended December 31, 2022 and 2021.
Responsibilities of management and those charged with governance for the consolidated statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission, 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 Group’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 Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group’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 Standards on Auditing of 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.
~8~
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and 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, as 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 Group’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 Group’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 Group 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 represent the underlying transactions and events in a manner that achieves fair presentation.
6.
- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group 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.
~9~
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Chang, Shu-Chiung
Lin, Po-Chuan
For and on Behalf of PricewaterhouseCoopers, Taiwan
March 30, 2023
------------------------------------------------------------------------------------------------------------------------------------------------The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
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FIC GLOBAL, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes 6(1) 6(2) 6(3) and 8 6(23) 6(4) 6(4) 7 6(11) and 7 6(5) 7 6(6) 6(13) 6(7) 6(8) and 7 6(9), 7 and 8 6(10), 7 and 8 6(12) and 8 7 6(29) 8 6(11) and 7 |
December 31, 2022 AMOUNT % $1,347,873134,493-106,51016,879-89,58712,804,4662812,782-15,278-65,42013,987-3,250,6153294,522120,336-3,885-7,826,6337721,251-200,5772530,7355412,3794936,675931,616-84,331182,754139,82116,318-2,346,45723$10,173,090100 |
December 31, 2021 | December 31, 2021 |
|---|---|---|---|---|
AMOUNT$1,347,8734,493106,5106,87989,5872,804,46612,78215,27865,4203,9873,250,61594,52220,3363,8857,826,63321,251200,577530,735412,379936,67531,61684,33182,75439,8216,3182,346,457$10,173,090 |
AMOUNT$1,153,31820,93198,8697,16282,3422,427,04125,02913,93653,30021,8442,951,637104,274-8,2176,967,90019,372181,186603,109372,799950,87435,44519,69548,52756,3162,5562,289,879$9,257,779 |
% | ||
| Current assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss - current 1136 Current financial assets at amortised cost 1140 Current contract assets 1150 Notes receivable, net 1170 Accounts receivable, net 1180 Accounts receivable - related parties 1199 Finance lease receivable due from related parties, net 1200 Other receivables 1210 Other receivables due from related parties 130X Inventories 1410 Prepayments 1460 Non-current assets or disposal groups classified as held for sale, net 1479 Other current assets 11XX Total current assets Non-current assets 1517 Non-current financial assets at fair value through other comprehensive income 1550 Investments accounted for under equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1760 Investment property, net 1780 Intangible assets 1840 Deferred income tax assets 1920 Guarantee deposits paid 194K Long-term finance lease receivable due from related parties, net 1990 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
13-1-126--1-321-- |
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75 |
||||
-27410--11- |
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25 |
||||
100 |
(Continued)
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FIC GLOBAL, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | December 31, 2022 December 31, 2021 Notes AMOUNT % AMOUNT % 6(14) $189,8912$99,38316(23) and 7 255,9453187,4332307-2,002-1,816,000182,156,884237 12,219-3,263-6(4)(15) 557,8915501,97267 130,70914,799-82,959117,032-3,589-5,909-6(10) 229,1922171,34424,068-7,526-6(16)(17) 242,4182--5,113-5,426-3,530,301343,162,973346(16) --285,73436(17) 38,5111--2,113-2,328-6(29) 20,250-14,260-6(10) 231,4612256,98637 965,74110961,800106(18) 448-13,582-35,725-37,30811,294,249131,571,998174,824,550474,734,971516(20) 2,151,721212,109,305236(21) 439,5635393,59646(22) 52,361-28,827-290,7703269,5453676,8307235,3393(379,890) (4) (290,770) (3 )3,231,355322,745,842304(3) 2,117,185211,776,966195,348,540534,522,808499 11 $10,173,090100$9,257,779100 |
|---|---|
| Current liabilities 2100 Short-term borrowings 2130 Current contract liabilities 2150 Notes payable 2170 Accounts payable 2180 Accounts payable - related parties 2200 Other payables 2220 Other payables - related parties 2230 Current income tax liabilities 2250 Current provisions 2280 Current lease liabilities 2310 Advance receipts 2320 Long-term liabilities, current portion 2399 Other current liabilities 21XX Total current liabilities Non-current liabilities 2530 Bonds payable 2540 Long-term borrowings 2550 Non-current provisions 2570 Deferred tax liabilities 2580 Non-current lease liabilities 2620 Long-term notes and accounts payable to related parties 2640 Accrued pension liabilities 2670 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity Equity attributable to owners of parent Share capital 3110 Common stock Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings Other equity interest 3400 Other equity interest 31XX Equity attributable to owners of the parent 36XX Non-controlling interests 3XXX Total equity Significant Contingent Liabilities and Unrecognised Contract Commitments Significant Events after the Balance Sheet Date 3X2X Total liabilities and equity |
The accompanying notes are an integral part of these consolidated financial statements.
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FIC GLOBAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars, except for earnings per share amount)
| Items | Year ended December 31 2022 2021 Notes AMOUNT % AMOUNT % 6(23) and 7 $12,448,435100$10,039,9911006(6)(28) and 7 (10,781,900) (87) (8,825,415) (88)1,666,535131,214,576126(28) and 7 (357,033) (3) (325,050) (3)(525,462) (4) (474,368) (4)(320,813) (3) (274,788) (3)(38,366)-20,073-(1,241,674) (10) (1,054,133) (10)424,8613160,44326(24) and 7 14,351-28,329-6(25) and 7 82,531180,32116(26) 244,9622160,27316(27) and 7 (36,228)- (36,699)-14,688- (6,085)-6(8) 19,327-12,220-339,6313238,3592764,4926398,80246(29) (41,439)-9,118-$723,0536$407,9204 |
|---|---|
| 4000 Operating revenue 5000 Operating costs 5900 Net operating margin Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit impairment (loss) or gain 6000 Total operating expenses 6900 Operating profit Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7055 Expected credit impairment gain (loss) 7060 Share of profit/(loss) of associates and joint ventures accounted for under equity method 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax (expense) benefit 8200 Profit for the year |
(Continued)
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FIC GLOBAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars, except for earnings per share amount)
| Items | Year ended December 31 2022 2021 Notes AMOUNT % AMOUNT 6(18) $11,104-$2,0756(7) 1,879-1,080(778)-3,13412,205-6,289(42,672)- (27,045)1,228- (570)(41,444)- (27,615)($29,239)- ($21,326)$693,8146$386,594$476,4704$251,978246,5832155,942$723,0536$407,920$473,9854$233,947219,8292152,647$693,8146$386,5946(30) $2.23$$2.10$ |
Year ended December 31 | Year ended December 31 | Year ended December 31 | |
|---|---|---|---|---|---|
| 2022 | 2021 % AMOUNT -$2,075-1,080-3,134-6,289- (27,045)- (570)- (27,615)- ($21,326)6$386,5944$251,9782155,9426$407,9204$233,9472152,6476$386,5942.23$2.10$ |
2021 | |||
| % | |||||
| Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss 8311 Gains on remeasurements of defined benefit plans 8316 Unrealized gains from investments in equity instruments at fair value through other comprehensive income 8320 Share of other comprehensive (loss) income of associates and joint ventures accounted for using equity method, that will not be reclassified to profit or loss 8310 Other comprehensive income that will not be reclassified to profit or loss Components of other comprehensive income that will be reclassified to profit or loss 8361 Financial statements translation differences of foreign operations 8370 Share of other comprehensive income (loss) of associates and joint ventures accounted for using equity method, that will be reclassified to profit or loss 8360 Other comprehensive loss that will be reclassified to profit or loss 8300 Other comprehensive loss for the year 8500 Total comprehensive income for the year Profit attributable to: 8610 Shareholders of the parent 8620 Non-controlling interests Comprehensive income attributable to: 8710 Shareholders of the parent 8720 Non-controlling interests Earnings per share (in dollars) 9750 Basic earnings per share 9850 Diluted earnings per share |
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1.32 |
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$ |
$ |
1.26 |
The accompanying notes are an integral part of these consolidated financial statements.
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FIC GLOBAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars)
| Notes Year ended December 31, 2021 Balance at January 1, 2021 Profit for the year Other comprehensive income (loss) for the year Total comprehensive income (loss) Appropriations of 2020 earnings 6(22) Reversal of special reserve Changes in ownership interests in subsidiaries 6(31) Due to recognition of equity component of convertible bonds issued 6(16) Conversion of convertible bonds 6(20)(21) Changes in equity of associates and joint ventures accounted for using equity method Disposal of investments accounted for using equity method Difference between consideration and carrying amount of subsidiaries acquired or disposed Changes in non-controlling interests 6(31) Balance at December 31, 2021 Year ended December 31, 2022 Balance at January 1, 2022 Profit for the year Other comprehensive income (loss) for the year Total comprehensive income (loss) Appropriations of 2021 earnings 6(22) Legal reserve Special reserve Changes in ownership interests in subsidiaries 6(31) Conversion of convertible bonds 6(20)(21) Changes in equity of associates and joint ventures accounted for using equity method Difference between consideration and carrying amount of subsidiaries acquired or disposed 6(31) Disposal of subsidiaries Changes in non-controlling interests 6(31) Balance at December 31, 2022 |
Notes | Equityattributable to | o | wners of theparent | Non-controlling interests |
Total equity | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital - common stock |
Total capital surplus, additional paid-in capital |
Retained Earnings | Other EquityInterest | Total | |||||||||||||||||
| Legal reserve | Special reserve | Unappropriated retained earnings |
d |
Financial statements translation ifferences of foreign operations |
Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income |
||||||||||||||||
$1,903,446------205,859----$2,109,305$2,109,305------42,416----$2,151,721 |
$189,853----(2,314 )38,198172,928(36 )(5,011 )(22 )-$393,596$393,596-----8,31135,950(4 )1,710--$439,563 |
$28,827-----------$28,827$28,827---23,534-------$52,361 |
$302,261---(32,716 ) -------$269,545$269,545----21,225------$290,770 |
($32,830 )251,9781,238253,21632,716(18,853 )--1,090---$235,339$235,339476,4709,780486,250(23,534 )(21,225 )------$676,830 |
($263,028 )-(22,571 )(22,571 )-----(866 )--($286,465 )($286,465 )-(13,447 )(13,447 )------(76,855 )-($376,767 ) |
($6,517 ) - 3,302 3,302 -- --(1,090 ) - - -($4,305 ) ($4,305 ) - 1,182 1,182 ----- -- - ($3,123 ) |
$2,122,012251,978(18,031 )233,947-(21,167 )38,198378,787(36 )(5,877 )(22 )-$2,745,842$2,745,842476,470(2,485 )473,985--8,31178,366(4 )1,710(76,855 )-$3,231,355 |
$1,541,873155,942(3,295 )152,647-21,885--(9 )--60,570$1,776,966$1,776,966246,583(26,754 )219,829--(7,848 )--(1,710 )-129,948$2,117,185 |
$3,663,885407,920(21,326 )386,594-71838,198378,787(45 )(5,877 )(22 )60,570$4,522,808$4,522,808723,053(29,239 )693,814--46378,366(4 )-(76,855 )129,948$5,348,540 |
The accompanying notes are an integral part of these consolidated financial statements.
~15~
FIC GLOBAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments Adjustments to reconcile profit (loss) Depreciation Amortization Expected credit loss (gain) Net loss (gain) on financial assets or liabilities at fair value through profit or loss Interest expense Interest income Dividend income Share-based payments Gains on write-off of past due payable Share of profit of associates and joint ventures accounted for using equity method Loss on disposal of property, plant and equipment Gains on disposals of investments Gain from lease modification Income from subleasing right-of-use assets Foreign exchange gains Amortization of government grant income related to assets Impairment loss of intangible assets Changes in operating assets and liabilities Changes in operating assets Financial assets at fair value through profit or loss Contract assets Notes receivable Accounts receivable Accounts receivable due from related parties Other receivables Other receivables due from related parties Inventories Prepayments Other current asstes Changes in operating liabilities Contract liabilities Notes payable Accounts payable Accounts payable - related parties Other payables Other payables - related parties Provisions Advance receipts Other current liabilities Net defined benefit liabilities Cash inflow (outflow) generated from operations Interest received Dividends received Interest paid Income taxes (paid) refund Net cash flows from (used in) operating activities |
Year ended December 31 Notes 2022 2021 $764,492 $398,8026(28) 520,499417,8526(28) 9,7704,09123,678 (13,988 )6(2)(26) 847 (2,063 )6(27) 36,22836,6996(24) (14,351 ) (28,329 )6(25) (1,050 ) (797 )6(19) 4637186(25) (16,577 ) (12,809 )6(8) (19,327 ) (12,220 )6(26) 3,6122,3386(26) (76,812 ) (4,417 )6(10)(26) - (205 )6(10) - (19,778 )- (8,840 )(8,991 ) (6,393 )6(26) -74414,9286,437283 (151 )(7,245 ) (21,022 )(418,197 ) (446,815 )12,247 (12,239 )(1,482 )43,61817,8571,087(298,978 ) (1,226,594 )15,645 (35,321 )482 (1,505 )68,51259,193(1,695 ) (2,345 )(340,884 )555,0828,95636481,02361,221125,7544,763(2,535 )8,237(3,458 )1,830(313 )1,578(2,030 ) (2,647 )491,351 (253,824 )13,64111,35510,66613,222(28,117 ) (22,143 )(28,662 ) 9,585 458,879 (241,805 ) |
|---|---|
(Continued)
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FIC GLOBAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at amortised cost Proceeds from disposal of financial assets at amortised cost Financing receivables due from related parties Acquisition of investments accounted for using equity method Proceeds from disposal of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in finance lease receivable Proceeds from capital reduction of investments accounted for using equity method Acquisition of intangible assets Increase in refundable deposits Increase in other non-current assets Receipt of government grants related to assets Net cash flows (used in) from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in short-term loans Repayments of lease liabilities Decrease in long-term debt Increase in long-term debt Proceeds from issuing bonds Decrease in long-term notes and accounts payable due from related parties Increase in guarantee deposits received Change in non-controlling interests Net cash flows from financing activities Effect of exchange rate changes Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
Year ended December 31 Notes 2022 2021 ( $7,641 ) $--174,246-69,408(10,000 ) (9,899 )7361,5066(32) (220,139 ) (188,143 )3,73937611,111--4,588(5,955 ) (11,251 )(39,667 ) (3,574 )(3,762 ) (14,427 )4,2489,475(267,330 )32,3056(33) 90,644 (243,151 )6(33) (232,381 ) (158,396 )(28,014 )-96,337--701,4526(33) (5,184 ) (40,000 )6(33) 2,9884,1356(31) 129,94860,57054,338324,610(51,332 ) (10,784 )194,555104,3261,153,3181,048,992$1,347,873 $1,153,318 |
|---|---|
The accompanying notes are an integral part of these consolidated financial statements.
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FIC GLOBAL, INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
1. History and Organisation
FIC Global, Inc. (referred herein as ‘FICG’) is an investment holding company established by First International Computer, Inc. through a share conversion on August 30, 2004. FICG is primarily engaged in investment holdings. The consolidated subsidiaries are primarily engaged in research and development, manufacturing and sales of automobile products, monitoring products and industrial computer; electronics manufacturing services for computers and servers; and leases of property. FICG and the consolidated subsidiaries are collectively referred herein as the “Group”. The stocks of FICG were listed on the Taiwan Stock Exchange on August 30, 2004.
2. The Date of Authorisation for Issuance of the Financial Statements and Procedures for Authorisation
These consolidated financial statements were authorised for issuance by the Board of Directors on March 29, 2023.
3. Application of New Standards, Amendments and Interpretations
(1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRS”) that came into effect as endorsed by the Financial Supervisory Commission (“FSC”)
New standards, interpretations and amendments endorsed by the FSC and became effective from 2022 are as follows:
| Effective date by | |
|---|---|
| International | |
| Accounting Standards | |
| New Standards,Interpretations andAmendments | Board |
| Amendments to IFRS 3, ‘Reference to the conceptual framework’ | January 1, 2022 |
| Amendments to IAS 16, ‘Property, plant and equipment: proceeds | January 1, 2022 |
| before intended use’ | |
| Amendments to IAS 37, ‘Onerous contracts - cost of fulfilling a contract’ | January 1, 2022 |
| Annual improvements to IFRS Standards 2018-2020 | January 1, 2022 |
The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.
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(2) Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by
the Group
New standards, interpretations and amendments endorsed by the FSC effective from 2023 are as follows:
| Effective date by | |
|---|---|
| International | |
| Accounting Standards | |
| New Standards, Interpretations and Amendments | Board |
| Amendments to IAS 1, ‘Disclosure of accounting policies’ | January 1, 2023 |
| Amendments to IAS 8, ‘Definition of accounting estimates’ | January 1, 2023 |
| Amendments to IAS 12, ‘Deferred tax related to assets and | January 1, 2023 |
| liabilities arising from a single transaction’ |
The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.
(3) IFRSs issued by IASB but not yet endorsed by the FSC
New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs as endorsed by the FSC are as follows:
| New standards, interpretations and amendments issued by IASB but not endorsed by the FSC are as follows: |
yet included in the IFRSs |
|---|---|
| New Standards,Interpretations andAmendments | Effective date by International Accounting StandardsBoard |
| Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets between an investor and its associate or joint venture’ Amendments to IFRS 16, ‘Lease liability in a sale and leaseback’ IFRS 17, ‘Insurance contracts’ Amendments to IFRS 17, 'Insurance contracts' Amendment to IFRS 17, 'Initial application of IFRS 17 and IFRS 9 – comparative information' Amendments to IAS 1, ‘Classification of liabilities as current or non- current’ Amendments to IAS 1, ‘Non-current liabilities with covenants’ |
To be determined by International Accounting Standards Board January 1, 2024 January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2024 January 1, 2024 |
The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.
4. Summary of Significant Accounting Policies
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
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(1) Compliance statement
The consolidated financial statements of the Group have been prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”, International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the FSC (collectively referred herein as the “IFRSs”).
(2) Basis of preparation
-
A. Except for the following items, the consolidated financial statements have been prepared under the historical cost convention:
-
(a) Financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.
-
(b) Financial assets at fair value through other comprehensive income.
-
(c) Defined benefit liabilities recognised based on the net amount of pension fund assets less present value of defined benefit obligation.
-
B. The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.
(3) Basis of consolidation
-
A. Basis for preparation of consolidated financial statements:
-
(a) All subsidiaries are included in the Group’s consolidated financial statements. Subsidiaries are all entities (including structured entities) controlled by the Group. The Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries.
-
(b) Inter-company transactions, balances and unrealised gains or losses on transactions between companies within the Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.
-
(c) Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income is attributed to the owners of the parent and to the non-controlling interests even if this results in the noncontrolling interests having a deficit balance.
~20~
-
(d) Changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity.
-
(e) When the Group loses control of a subsidiary, the Group remeasures any investment retained in the former subsidiary at its fair value. That fair value is regarded as the fair value on initial recognition of a financial asset or the cost on initial recognition of the associate or joint venture. Any difference between fair value and carrying amount is recognised in profit or loss. All amounts previously recognised in other comprehensive income in relation to the subsidiary are reclassified to profit or loss on the same basis as would be required if the related assets or liabilities were disposed of. That is, when the Group loses control of a subsidiary, all gains or losses previously recognised in other comprehensive income in relation to the subsidiary should be reclassified from equity to profit or loss, if such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of.
-
B. Subsidiaries included in the consolidated financial statements:
| Name of investor |
Name of subsidiary |
Main business activities |
Ownership (%) | Ownership (%) | Description |
|---|---|---|---|---|---|
| December 31, 2022 |
December 31, 2021 |
||||
| FIC Global, Inc. | First International Computer, Inc. (FIC, Inc.) |
Computer system analysis, planning and maintenance, EMS and import and export trade business |
100% | 100% | |
| FICTA Technology Inc. (FICTA) |
Communication product business |
69% | 69% | ||
| 3CEMS Corp. (3CEMS) |
Investment | 36% | 36% | ||
| Ubiqconn Technology, Inc. (Ubiqconn) |
Manufacturing and sales of industrial computers, automotive electronics, electronic components and peripheral equipment |
52% | 51% | Notes 1, 4 and 5 |
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==> picture [467 x 598] intentionally omitted <==
----- Start of picture text -----
Ownership (%)
Name of Name of Main business December 31, December 31,
investor subsidiary activities 2022 2021 Description
FIC, Inc. FIC First Investment 100% 100%
International
Holding B.V.
(FIC Holding)
High Standard Investment 100% 100%
Global Corp.
(High Standard)
Zircon Global Investment - 100% Notes 2
Corp.
(Zircon)
Access Trend International trade 100% 100%
Limited business
(Access)
Brilliant World Investment 100% 100%
Limited
(Brilliant)
FIC, Inc. 3CEMS Investment 22% 22%
FICTA Ubiqconn Manufacturing and 20% 25% Notes 4 and 5
sales of industrial
computers, automotive
electronics, electronic
components and
peripheral equipment
Ubiqconn Ruggon Manufacturing and 100% 100%
Corporation sales of industrial
(Ruggon) computers, automotive
electronics, electronic
components and
peripheral equipment
Ubiqconn Manufacturing and 100% 100%
Technology (USA) sales of industrial
Inc. computers, automotive
(Ubiqconn USA) electronics, electronic
components and
peripheral equipment
----- End of picture text -----
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==> picture [467 x 656] intentionally omitted <==
----- Start of picture text -----
Ownership (%)
Name of Name of Main business December 31, December 31,
investor subsidiary activities 2022 2021 Description
3CEMS Prime Foundation Investment 100% 100%
Inc.
(Prime)
Danriver System Investment 100% 100%
Inc.
(Danriver System)
Broad Technology Investment 100% 100%
Inc.
(Broad)
Danriver Inc. Investment 100% 100%
(Danriver)
3CEMS Investment 100% 100%
Investiment
Management
Limited
(3CEMS HK)
Zircon Zircon Technology Production and sales of - 100% Notes 2
(Wujiang) Co., Ltd portable digital
(Zircon WJ) automatic data
processor and new
electronic components
High Standard Fic (Suzhou) Inc. Real estate leasing 100% 100%
(FIC SZ) business
FIC Holding 3CEMS Europe Import and export of 100% 100%
B.V. electronic products and
(3CEMS Europe) after-sale service
Danriver System Danriver System Production and sales of 100% 100%
(Guangzhou) Inc. printed circuit board
(Danriver System
GZ)
Broad Broad Technology Real estate leasing 100% 100%
(Guangzhou) Inc. business
(Broad GZ)
----- End of picture text -----
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==> picture [467 x 672] intentionally omitted <==
----- Start of picture text -----
Ownership (%)
Name of Name of Main business December 31, December 31,
investor subsidiary activities 2022 2021 Description
Danriver Danriver Real estate leasing 100% 100%
Technology business
(Guangzhou) Inc.
(Danriver GZ)
Prime Prime Technology Production and sales of - 100% Note 3
(Guangzhou) Inc. main board
(Prime GZ)
PUG Investment 100% 100%
Danriver GZ Prime GZ Production and sales of 0.01% - Note 6
main board
PUG Prime GZ Production and sales of 99.99% - Note 6
main board
Prime GZ Prime Base Inc. Investment, assembly 100% 100%
(Prime Base) service and trading of
printed circuit board
and electronic parts and
components
Prime GZ Amertek Computer Production and sales of 100% - Note 7
(Shenzhen) desk personal
Co.,Ltd computers and main
(Amertek) board
PUG Amertek Production and sales of - 100% Note 7
desk personal
computers and main
board
Amertek Amerwis Research and 100% 100%
Technology development and the
(Shenzhen) Co., trading
Ltd
(Amerwis)
----- End of picture text -----
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-
Note 1: In January 2022, the Company sold part of the shares held in Ubiqconn to non-controlling interests. Since the transaction did not change the control over the subsidiary, it was regarded as an equity transaction. Refer to Note 6(31) for details.
-
Note 2: In March 2022, FIC, Inc. disposed of all the shares held in Zircon and lost control over it. Therefore, Zircon and its subsidiary, Ziron WJ, have not been consolidated entities of the Group since March 2022.
-
Note 3: PUG increased its capital by issuing new shares to Prime in June 2022 and acquired 100% equity interests of Prime GZ.
-
Note 4: Ubiqconn increased cash capital in December 2021. FICG and FICTA did not acquire shares proportionally to their interest. As a result, the shareholding ratio of FICG and FICTA in Ubiqconn changed from 42% and 31% to 51% and 25%, respectively. As the transaction did not change the Group’s control over these subsidiaries, it was considered as an equity transaction. Refer to Note 6(31) for details.
-
Note 5: Ubiqconn increased cash capital in December 2021. FICG and FICTA did not acquire shares proportionally to their interest. As a result, the shareholding ratio of FICG and FICTA in Ubiqconn changed from 51% and 25% to 52% and 20%, respectively. As the transaction did not change the Group’s control over these subsidiaries, it was considered as an equity transaction. Refer to Note 6(31) for details.
-
Note 6: In September 2022, the cash capital increase of Prime GZ was subscribed by Danriver GZ. PUG did not subscribe in proportion to its ownership, as a result, the shareholding ratio of PUG and Danriver GZ in Prime GZ was changed from 100% and 0% to 99.99% and 0.01%, respectively. Since the transaction did not change the control of the consolidated company over the subsidiaries, it was regarded as an equity transaction.
-
Note 7: Prime GZ increased its capital by issuing new shares to PUG in August 2022 and acquired 100% equity interests of Amertek.
-
C. Subsidiaries not included in the consolidated financial statements: None.
-
D. Adjustments for subsidiaries with different balance sheet dates: None.
-
E. Significant restrictions: None.
~25~
- F. Subsidiaries that have non-controlling interests that are material to the Group:
As of December 31, 2022 and 2021, the non-controlling interest amounted to $2,117,185 and $1,776,966, respectively. The information of non-controlling interest and respective subsidiaries is as follows:
| Name of subsidiary Principal place of business 3CEMS Mainland China |
Amount Ownership (%) Amount Ownership (%) 1,616,356 $ 42% 1,469,745 $ 42% Non-controllinginterest December 31, 2022 December 31, 2021 |
Amount Ownership (%) Amount Ownership (%) 1,616,356 $ 42% 1,469,745 $ 42% Non-controllinginterest December 31, 2022 December 31, 2021 |
|---|---|---|
| 42% |
Summarised financial information of the subsidiaries:
Balance sheets
| Balance sheets | ||||||
|---|---|---|---|---|---|---|
| 3CEMS | ||||||
| December 31, 2022 | December | 31,2021 | ||||
| Current assets | $ | 5,505,296 |
$ | 4,671,056 |
||
| Non-current assets | 1,123,988 | 1,074,601 | ||||
| Current liabilities | ( | 2,218,213) |
( | 2,072,162) |
||
| Non-current liabilities | ( | 538,078) |
( | 151,799) |
||
| Total net assets | $ | 3,872,993 | $ | 3,521,696 |
Statements of comprehensive income
| Statements of comprehensive income | |||||
|---|---|---|---|---|---|
| 3CEMS | |||||
| YearendedDecember | 31 | ||||
| 2022 | 2021 | ||||
| Revenue | $ | 8,932,538 | $ | 7,388,993 | |
| Profit before income tax | 434,448 | 226,941 | |||
| Income tax (expense) benefit | ( | 18,952) |
24,309 | ||
| Profit for the year | 415,496 | 251,250 | |||
| Other comprehensive loss, net of tax | ( | 64,199) |
( | 10,071) |
|
| Total comprehensive income for the year | $ | 351,297 | $ | 241,179 | |
| Comprehensive income attributable to | |||||
| non-controlling interest | $ | 146,610 | $ | 100,654 |
~26~
Statements of cash flows
| Statements of cash flows | ||||||
|---|---|---|---|---|---|---|
| 3CEMS | ||||||
| Year ended December | 31 | |||||
| 2022 | 2021 | |||||
| Net cash (used in) provided by operating activities |
($ | 272,476) |
$ | 25,472 |
||
| Net cash used in investing activities | ( | 201,833) |
( | 10,131) |
||
| Net cash provided by (used in) financing activities |
290,299 |
( | 114,940) |
|||
| Effect due to change in exchange rates | ( | 68,010) |
( | 11,883) |
||
| Decrease in cash and cash equivalents Cash and cash equivalents, beginning of year |
( | 252,020) 610,917 |
( | 111,482) 722,399 |
||
| Cash and cash equivalents, end of year | $ | 358,897 | $ | 610,917 |
(4) Foreign currency translation
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in NTD, which is the Company’s functional and the Group’s presentation currency.
-
A. Foreign currency transactions and balances
-
(a) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognised in profit or loss in the period in which they arise.
-
(b) Monetary assets and liabilities denominated in foreign currencies at the period end are retranslated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognised in profit or loss.
-
(c) Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in other comprehensive income. However, nonmonetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.
-
(d) All foreign exchange gains and losses are presented in the statement of comprehensive income within ‘other gains and losses’.
~27~
-
B. Translation of foreign operations
-
(a) The operating results and financial position of all the group entities, associates and joint arrangements that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
-
i. Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;
-
ii. Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and
-
iii. All resulting exchange differences are recognised in other comprehensive income.
-
-
(b) When the foreign operation partially disposed of or sold is an associate, exchange differences that were recorded in other comprehensive income are proportionately reclassified to profit or loss as part of the gain or loss on sale. In addition, even when the Group retains partial interest in the former foreign associate after losing significant influence over the former foreign associate, such transactions should be accounted for as disposal of all interest in these foreign operations.
-
(c) When the foreign operation partially disposed of or sold is a subsidiary, cumulative exchange differences that were recorded in other comprehensive income are proportionately transferred to the non-controlling interest in this foreign operation. In addition, even when the Group retains partial interest in the former foreign subsidiary after losing control of the former foreign subsidiary, such transactions should be accounted for as disposal of all interest in the foreign operation.
(5) Classification of current and non-current items
-
A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:
-
(a) Assets arising from operating activities that are expected to be realised, or are intended to be sold or consumed within the normal operating cycle;
-
(b) Assets held mainly for trading purposes;
-
(c) Assets that are expected to be realised within twelve months from the balance sheet date;
-
(d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to settle liabilities more than twelve months after the balance sheet date.
-
B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:
-
(a) Liabilities that are expected to be settled within the normal operating cycle;
-
(b) Liabilities arising mainly from trading activities;
-
(c) Liabilities that are to be settled within twelve months from the balance sheet date;
~28~
- (d) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
(6) Financial assets at fair value through profit or loss
-
A. Financial assets at fair value through profit or loss are financial assets that are not measured at amortised cost or fair value through other comprehensive income.
-
B. On a regular way purchase or sale basis, financial assets at fair value through profit or loss are recognised and derecognised using trade date accounting.
-
C. At initial recognition, the Group measures the financial assets at fair value and recognises the transaction costs in profit or loss. The Group subsequently measures the financial assets at fair value, and recognises the gain or loss in profit or loss.
-
D. The Group recognises the dividend income when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Group and the amount of the dividend can be measured reliably.
(7) Financial assets at fair value through other comprehensive income
-
A. Financial assets at fair value through other comprehensive income comprise equity securities which are not held for trading, and for which the Group has made an irrevocable election at initial recognition to recognise changes in fair value in other comprehensive income and debt instruments which meet all of the following criteria:
-
(a) The objective of the Group’s business model is achieved both by collecting contractual cash flows and selling financial assets; and
-
(b) The assets’ contractual cash flows represent solely payments of principal and interest.
-
B. On a regular way purchase or sale basis, financial assets at fair value through other comprehensive income are recognised and derecognised using trade date accounting.
-
C. At initial recognition, the Group measures the financial assets at fair value plus transaction costs. The Group subsequently measures the financial assets at fair value:
The changes in fair value of equity investments that were recognised in other comprehensive income are reclassified to retained earnings and are not reclassified to profit or loss following the derecognition of the investment. Dividends are recognised as revenue when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Group and the amount of the dividend can be measured reliably.
(8) Financial assets at amortised cost
The Group’s time deposits which do not fall under cash equivalents are those with a short maturity period and are measured at initial investment amount as the effect of discounting is immaterial.
(9) Accounts and notes receivable
- A. Accounts and notes receivable entitle the Group a legal right to receive consideration in exchange
~29~
for transferred goods or rendered services.
- B. The short-term accounts and notes receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.
(10) Impairment of financial assets
For financial assets at amortised cost including accounts receivable that have a significant financing component, at each reporting date, the Group recognises the impairment provision for 12 months expected credit losses if there has not been a significant increase in credit risk since initial recognition or recognises the impairment provision for the lifetime expected credit losses (ECLs) if such credit risk has increased since initial recognition after taking into consideration all reasonable and verifiable information that includes forecasts. On the other hand, for accounts receivable that do not contain a significant financing component, the Group recognises the impairment provision for lifetime ECLs.
(11) Derecognition of financial assets
The Group derecognises a financial asset when one of the following conditions is met:
-
A. The contractual rights to receive the cash flows from the financial asset expire.
-
B. The contractual rights to receive cash flows of the financial asset have been transferred and the Group has transferred substantially all risks and rewards of ownership of the financial asset.
-
C. The contractual rights to receive cash flows of the financial asset have been transferred; however, the Group has not retained control of the financial asset.
- (12) Leasing arrangements (lessor) operating leases
-
A. Based on the terms of a lease contract, a lease is classified as a finance lease if the lessee assumes substantially all the risks and rewards incidental to ownership of the leased asset.
-
(a) At commencement of the lease term, the lessor should record a finance lease in the balance sheet as ‘lease receivables’ at an amount equal to the gross investment in the lease (including initial direct costs). The difference between gross lease receivable and the present value of the receivable is recognised as ‘unearned finance income of finance lease’.
-
(b) The lessor should allocate finance income over the lease term based on a systematic and rational basis reflecting a constant periodic rate of return on the lessor’s net investment in the finance lease.
-
(c) Lease payments (excluding costs for services) during the lease term are applied against the gross investment in the lease to reduce both the principal and the unearned finance income.
-
B. Lease income from an operating lease (net of any incentives given to the lessee) is recognised in profit or loss on a straight-line basis over the lease term.
(13) Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted-average method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads (allocated based on normal
~30~
operating capacity). It excludes borrowing costs. The item by item approach is used in applying the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale.
(14) Non-current assets held for sale
Non-current assets are classified as assets held for sale when their carrying amount is to be recovered principally through a sale transaction rather than through continuing use, and a sale is considered highly probable. They are stated at the lower of carrying amount and fair value less costs to sell.
(15) Investments accounted for using equity method / associates
-
A. Associates are all entities over which the Group has significant influence but not control. In general, it is presumed that the investor has significant influence, if an investor holds, directly or indirectly 20 percent or more of the voting power of the investee. Investments in associates are accounted for using the equity method and are initially recognised at cost.
-
B. The Group’s share of its associates’ post-acquisition profits or losses is recognised in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.
-
C. When changes in an associate’s equity do not arise from profit or loss or other comprehensive income of the associate and such changes do not affect the Group’s ownership percentage of the associate, the Group recognises change in ownership interests in the associate in ‘capital surplus’ in proportion to its ownership.
-
D. Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Group.
-
E. In the case that an associate issues new shares and the Group does not subscribe or acquire new shares proportionately, which results in a change in the Group’s ownership percentage of the associate but maintains significant influence on the associate, then ‘capital surplus’ and ‘investments accounted for under the equity method’ shall be adjusted for the increase or decrease of its share of equity interest. If the above condition causes a decrease in the Group’s ownership percentage of the associate, in addition to the above adjustment, the amounts previously recognised in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately on the same basis as would be required if the relevant assets or liabilities were disposed of.
-
F. When the Group disposes its investment in an associate and loses significant influence over this associate, the amounts previously recognised in other comprehensive income in relation to the associate, are reclassified to profit or loss, on the same basis as would be required if the relevant assets or liabilities were disposed of. If it retains significant influence over this associate, the
~31~
amounts previously recognised in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately in accordance with the aforementioned approach.
- G. When the Group disposes its investment in an associate and loses significant influence over this associate, the amounts previously recognised as capital surplus in relation to the associate are transferred to profit or loss. If it retains significant influence over this associate, the amounts previously recognised as capital surplus in relation to the associate are transferred to profit or loss proportionately.
(16) Property, plant and equipment
-
A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalised.
-
B. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.
-
C. Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Each part of an item of property, plant, and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.
-
D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change. The estimated useful lives of property, plant and equipment are as follows:
| are as follows: | |
|---|---|
| Buildings and structures | |
| - Main buildings of the plant | 48 ~ 50 years |
| - Air conditioning system | 5 ~ 10 years |
| - Sewage treatment system | 5 ~ 10 years |
| Machinery and equipment | 3 ~ 10 years |
| Transportation equipment | 2 ~ 10 years |
| Office equipment | 2 ~ 10 years |
| Leasehold improvements | 2 ~ 3 years |
| Other equipment | 3 ~ 6 years |
(17) Leasing arrangements (lessee) - right-of-use assets/ lease liabilities
- A. Leases are recognised as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Group. For short-term leases or leases of low-
~32~
value assets, lease payments are recognised as an expense on a straight-line basis over the lease term.
- B. Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the incremental borrowing interest rate. Lease payments are comprised of fixed payments, less any lease incentives receivable.
The Group subsequently measures the lease liability at amortised cost using the interest method and recognises interest expense over the lease term. The lease liability is remeasured and the amount of remeasurement is recognised as an adjustment to the right-of-use asset when there are changes in the lease term or lease payments and such changes do not arise from contract modifications.
-
C. At the commencement date, the right-of-use asset is stated at cost comprising the following:
-
(a) The amount of the initial measurement of lease liability;
-
(b) Any lease payments made at or before the commencement date;
-
(c) Any initial direct costs incurred by the lessee.
The right-of-use asset is measured subsequently using the cost model and is depreciated from the commencement date to the earlier of the end of the asset’s useful life or the end of the lease term. When the lease liability is remeasured, the amount of remeasurement is recognised as an adjustment to the right-of-use asset.
(18) Investment property
An investment property is stated initially at its cost and measured subsequently using the cost model. Except for land, investment property is depreciated on a straight-line basis over its estimated useful life of 48 ~ 50 years.
(19) Intangible assets
Computer software is stated at cost and amortised on a straight-line basis over its estimated useful life of 3 to 8 years.
(20) Impairment of non-financial assets
The Group assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. When the circumstances or reasons for recognising impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortised historical cost would have been if the impairment had not been recognised.
(21) Borrowings
Borrowings comprise long-term and short-term bank borrowings and other long-term and short-term loans. Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings
~33~
are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.
(22) Notes and accounts payable
-
A. Accounts payable are liabilities for purchases of raw materials, goods or services and notes payable are those resulting from operating and non-operating activities.
-
B. The short-term notes and accounts payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.
(23) Convertible bonds payable
Convertible bonds issued by the Group contain conversion options (that is, the bondholders have the right to convert the bonds into the Group’s common shares by exchanging a fixed amount of cash for a fixed number of common shares), call options and put options. The Group classifies the bonds payable upon issuance as a financial asset, a financial liability or an equity instrument (‘capital surplus - share options’) in accordance with the contract terms. They are accounted for as follows:
-
A. The embedded call options and put options are recognised initially at net fair value as ‘financial assets at fair value through profit or loss’. They are subsequently remeasured and stated at fair value on each balance sheet date; the gain or loss is recognised as ‘gain or loss on valuation of financial assets or financial liabilities at fair value through profit or loss’.
-
B. The host contracts of bonds are initially recognised at fair value. Any difference between the initial recognition and the redemption value is accounted for as the discount on bonds payable and subsequently is amortised in profit or loss as an adjustment to ‘finance costs’ over the period of circulation using the effective interest method.
-
C. The embedded conversion options which meet the definition of an equity instrument are initially recognised in ‘capital surplus - share options’ at the residual amount of total issue price less the amount of financial assets at fair value through profit or loss and net bonds payable as stated above. Conversion options are not subsequently remeasured.
-
D. Any transaction costs directly attributable to the issuance are allocated to each liability or equity component in proportion to the initial carrying amount of each abovementioned item.
-
E. When bondholders exercise conversion options, the liability component of the bonds (including bonds payable and ‘financial assets or financial liabilities at fair value through profit or loss’) shall be remeasured on the conversion date. The issuance cost of converted common shares is the total book value of the abovementioned liability component and ‘capital surplus - share options’.
(24) Derecognition of financial liabilities
A financial liability is derecognised when the obligation specified in the contract is either discharged or cancelled or expires.
~34~
(25) Offsetting financial instruments
Financial assets and liabilities are offset and reported in the net amount in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.
(26) Provisions
Provisions (including warranties) are recognised when the Group has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be reliably estimated. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation on the balance sheet date, which is discounted using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the obligation. When discounting is used, the increase in the provision due to passage of time is recognised as interest expense. Provisions are not recognised for future operating losses.
(27) Employee benefits
- A. Salaries and other short-term employee benefits
Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognised as expense in that period when the employees render service.
-
B. Pensions
-
(a) Defined contribution plan
For defined contribution plan, the contributions are recognised as pension expense when they are due on an accrual basis. Prepaid contributions are recognised as an asset to the extent of a cash refund or a reduction in the future payments.
(b) Defined benefit plans
-
i. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Group in current period or prior periods. The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The net defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability; when there is no deep market in high-quality corporate bonds, the Group uses interest rates of government bonds (at the balance sheet date) instead.
-
ii. Remeasurements arising on defined benefit plans are recognised in other comprehensive income in the period in which they arise and are recorded as retained
~35~
earnings.
iii. Past service costs are recognised immediately in profit or loss.
- C. Employees’ compensation and directors’ and supervisors’ remuneration
Employees’ compensation and directors’ and supervisors’ remuneration are recognised as expense and liability, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates. If employee compensation is paid by shares, the Group calculates the number of shares based on the closing price at the previous day of the board meeting resolution.
- (28) Employee share based payment
For the equity-settled share-based payment arrangements, the employee services received are measured at the fair value of the equity instruments granted at the grant date, and are recognised as compensation cost over the vesting period, with a corresponding adjustment to equity. The fair value of the equity instruments granted shall reflect the impact of market vesting conditions and non-vesting conditions. Compensation cost is subject to adjustment based on the service conditions that are expected to be satisfied and the estimates of the number of equity instruments that are expected to vest under the non-market vesting conditions at each balance sheet date. Ultimately, the amount of compensation cost recognised is based on the number of equity instruments that eventually vest.
(29) Income tax
-
A. The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or items recognised directly in equity, in which cases the tax is recognised in other comprehensive income or equity.
-
B. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.
-
C. Deferred tax is recognised, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated balance sheet. However, the deferred tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled
~36~
by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
-
D. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. At each balance sheet date, unrecognised and recognised deferred tax assets are reassessed.
-
E. Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. Deferred tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realise the asset and settle the liability simultaneously.
(30) Dividends
Dividends are recorded in the Company’s financial statements in the period in which they are resolved by the Company’s shareholders. Cash dividends are recorded as liabilities; stock dividends are recorded as stock dividends to be distributed and are reclassified to ordinary shares on the effective date of new shares issuance.
(31) Revenue recognition
-
A. Sales revenue and electronics manufacturing services revenue
-
(a) The Group manufactures and sells automobile products, monitoring products and industrial computer; and engages in electronics manufacturing services for computers and servers. Sales are recognised when control of the products has transferred, being when the products are delivered to the customer, the customer has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customer’s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, or the Group has objective evidence that all criteria for acceptance have been satisfied.
-
(b) A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.
-
B. Service revenue
-
(a) The Group provides technology development services. Revenue from providing services is recognised in the accounting period in which the services are rendered. For fixed-price contracts, revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided. This is determined based
~37~
on the actual costs incurred relative to the total expected costs. The customer pays at the time specified in the payment schedule. If the services rendered exceed the payment, a contract asset is recognised. If the payments exceed the services rendered, a contract liability is recognised.
-
(b) The Group’s estimate about revenue, costs and progress towards complete satisfaction of a performance obligation is subject to a revision whenever there is a change in circumstances. Any increase or decrease in revenue or costs due to an estimate revision is reflected in profit or loss during the period when the management become aware of the changes in circumstances.
-
(c) Revenue from a consulting service contract in which the Group bills a fixed amount for service provided is recognised at the amount to which the Group has the right to invoice.
-
C. Rental revenue
Refer to Note 4(12) for accounting policies of rental revenue.
(32) Government grants
Government grants are recognised at their fair value only when there is reasonable assurance that the Group will comply with any conditions attached to the grants and the grants will be received. Government grants are recognised in profit or loss on a systematic basis over the periods in which the Group recognises expenses for the related costs for which the grants are intended to compensate. Government grants related to property, plant and equipment are recognised as non-current liabilities and are amortised to profit or loss over the estimated useful lives of the related assets using the straight-line method.
(33) Operating segments
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The Group’s chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors that makes strategic decisions.
5. Critical Accounting Judgements, Estimates and Key Sources of Assumption Uncertainty
The preparation of these consolidated financial statements requires management to make critical judgements in applying the Group’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year; and the related information is addressed below:
(1) Critical judgements in applying the Group’s accounting policies
None.
~38~
(2) Critical accounting estimates and assumptions
Evaluation of inventories
As inventories are stated at the lower of cost and net realisable value, the Group must determine the net realisable value of inventories on balance sheet date using judgements and estimates. Due to the rapid technology innovation, the Group evaluates the amounts of normal inventory consumption, obsolete inventories or inventories without market selling value on balance sheet date, and writes down the cost of inventories to the net realisable value. Such an evaluation of inventories is principally based on the demand for the products within the specified period in the future. Therefore, there might be material changes to the evaluation.
As of December 31, 2022, the carrying amount of inventories was $3,250,615.
6. Details of Significant Accounts
(1) Cash and cash equivalents
| Cash and cash equivalents | ||
|---|---|---|
| Cash on hand and petty cash Checking accounts and demand deposits Time deposits |
December 31, 2022 1,644 $ 978,323 367,906 1,347,873 $ |
December31,2021 |
| 1,202 $ 1,152,116 - |
||
| 1,153,318 $ |
-
A. The Group transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.
-
B. The Group classified cash and cash equivalents that was pledged to others as current financial assets at amortised cost. Refer to Note 8.
(2) Financial assets and liabilities at fair value through profit or loss
| Items Current items: Financial assets mandatorily measured at fair value through profit or loss Listed stocks Derivative instruments - Call/put options of convertible bonds |
December31,2022 3,364 $ 1,129 4,493 $ |
December31,2021 |
|---|---|---|
| 19,044 $ 1,887 |
||
| 20,931 $ |
~39~
Amounts recognised in profit or loss in relation to financial assets and liabilities at fair value through profit or loss are listed below:
| profit or loss are listed below: | |||||
|---|---|---|---|---|---|
| Year ended December | 31 | ||||
| 2022 | 2021 | ||||
| Financial assets and liabilities mandatorily | |||||
| measured at fair value through profit or loss | |||||
| Equity instruments | ($ | 752) |
$ | 6,745 |
|
| Derivative instruments | ( | 95) |
( | 4,682) |
|
| ($ | 847) |
$ | 2,063 |
(3) Financial assets at amortised cost
| Financial assets at amortised cost | ||
|---|---|---|
| Items Current items: Time deposits with original maturity over three months Restricted bank deposits |
December 31, 2022 16,124 $ 90,386 106,510 $ |
December31,2021 |
| 17,106 $ 81,763 |
||
| 98,869 $ |
- A. Amounts recognised in profit or loss in relation to financial assets at amortised cost are listed below:
| below: | ||
|---|---|---|
| Interest income | Year ended December31 | |
| 2022 2,043 $ |
2021 | |
| 23,057 $ |
-
B. As at December 31, 2022 and 2021, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the financial assets at amortised cost held by the Group was $106,510 and $98,869, respectively.
-
C. Details of the Group’s financial assets at amortised cost pledged to others as collateral are provided in Note 8.
(4) Notes and accounts receivable
| Notes and accounts receivable | ||||||
|---|---|---|---|---|---|---|
| December31,2022 | December31,2021 | |||||
| Notes receivable | $ | 91,864 |
$ | 84,619 |
||
| Less: Allowance for uncollectible accounts | ( | 2,277) |
( | 2,277) |
||
| $ | 89,587 | $ | 82,342 | |||
| Accounts receivable | $ | 2,883,615 |
$ | 2,465,418 |
||
| Less: Allowance for uncollectible accounts | ( | 79,149) |
( | 38,377) |
||
| $ | 2,804,466 | $ | 2,427,041 |
~40~
- A. The ageing analysis of notes and accounts receivable (including related parties) that were past due but not impaired is as follows:
| Not past due Up to 30 days 31 to 90 days 91 to 180 days Over 180 days |
Accounts receivable 2,299,804 $ 517,719 36,399 25,111 17,364 2,896,397 $ December |
Notes receivable 91,864 $ - - - - 91,864 $ 31,2022 |
Accounts receivable 2,003,976 $ 402,815 60,517 8,078 15,061 2,490,447 $ December |
Accounts receivable 2,003,976 $ 402,815 60,517 8,078 15,061 2,490,447 $ December |
Notes receivable 31,2021 |
|---|---|---|---|---|---|
| 2,003,976 $ 402,815 60,517 8,078 15,061 2,490,447 $ |
84,619 $ - - - - 84,619 $ |
The above ageing analysis was based on past due date.
-
B. As of December 31, 2022 and 2021, accounts receivable and notes receivable were all from contracts with customers. As of January 1, 2021, the balance of receivables from contracts with customers and allowance for uncollectible accounts amounted to $2,053,491 and $63,545, respectively.
-
C. As at December 31, 2022 and 2021, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the Group’s notes and accounts receivable (including related parties) was $2,906,835 and $2,534,412, respectively.
-
D. The Group does not hold financial assets as security for accounts receivable.
-
E. As of December 31, 2022, the Group had outstanding discounted notes receivable amounting to $54,129. The Group has payment obligation when the drawers of the notes refuse to pay for the notes at maturity. However, in general, the Group does not expect that the drawers of the notes would refuse to pay for the notes at maturity. The liabilities arising on discounted notes receivable were presented as other payables.
-
F. Information relating to credit risk of notes and accounts receivable is provided in Note 12(2).
(5) Other receivables
| Other receivables Interest receivable Tax refund receivable Receivables for payments on behalf of others Others |
December31,2022 819 $ 27,842 17,653 19,106 65,420 $ |
December31,2021 |
|---|---|---|
| 109 $ 22,255 14,637 16,299 |
||
| 53,300 $ |
~41~
(6) Inventories
December 31, 2022
| December31,2022 | ||||
|---|---|---|---|---|
| Raw materials Work in progress Finished goods Inventory in transit Raw materials Work in progress Finished goods Inventory in transit |
Cost | Allowance for valuation loss 332,872) ($ 27,400) ( 9,188) ( - 369,460) ($ December 31, 2021 |
Bookvalue | |
| 2,617,768 $ 364,812 626,678 10,817 |
2,284,896 $ 337,412 617,490 10,817 3,250,615 $ Book value |
|||
| 3,620,075 $ |
||||
| Cost | Allowance for valuation loss 204,651) ($ 44,889) ( 12,713) ( - 262,253) ($ |
|||
| 2,390,429 $ 311,187 480,102 32,172 |
2,185,778 $ 266,298 467,389 32,172 2,951,637 $ |
|||
| 3,213,890 $ |
Operating costs that the Group recognised for the year:
| Operating costs that the Group recognised for the year: | Operating costs that the Group recognised for the year: | |
|---|---|---|
| (7) | Financial assets at fair value through other comprehensive income 2022 2021 The cost of inventories recognised as expense for the year Cost of goods sold 10,607,921 $ 8,716,277 $ Loss on decline in market value 104,349 40,198 Cost of goods 10,712,270 8,756,475 Cost of rental sales 69,630 68,940 Total operating costs 10,781,900 $ 8,825,415 $ YearendedDecember31 December31,2022 December 31, 2021 Non-current items: Equity instruments Unlisted stocks 21,251 $ 19,372 $ |
|
| 8,716,277 $ 40,198 |
||
| 8,756,475 68,940 |
||
| 8,825,415 $ |
||
| December 31, 2021 | ||
Non-current items: Equity instruments Unlisted stocks |
||
| 19,372 $ |
- A. The Group has elected to classify equity instruments investments that are considered to be strategic investment as financial assets at fair value through other comprehensive income. The fair value of such investments amounted to $21,251 and $19,372 as at December 31, 2022 and 2021, respectively.
~42~
- B. Amounts recognised in profit or loss and other comprehensive income in relation to the financial assets at fair value through other comprehensive income are listed below:
==> picture [462 x 143] intentionally omitted <==
----- Start of picture text -----
Year ended December 31
2022 2021
Equity instruments at fair value through other
comprehensive income
Fair value change recognised in other
comprehensive income $ 1,879 $ 1,080
Dividend income recognised in
profit or loss
Held at the end of the year $ 988 $ 529
----- End of picture text -----
(8) Investments accounted for using equity method / associates
A. Details are as follows:
| LEO Systems, Inc. Formosa21 Inc. Amerwave Technology (Shenzhen) Co., Ltd. China Applied Technology Co., Ltd. Prihot Electronic (M) SDN. BHD. City Smarter Technologies Corporation Geointelligence Systems, Inc. Web Information Technology Inc. Venture Gain Developments Ltd. FIC do Brasil Ltda. Lambert Newmedia, Inc. Witology Technology Company Limited |
December31,2022 December31,2021 84,163 $ 77,703 $ 21,055 20,699 85,924 79,851 - - - 1,755 645 582 626 596 - - - - - - - - 8,164 - 200,577 $ 181,186 $ |
|---|---|
~43~
B. The basic information of the Group’s associates is as follows:
| Shareholdingratio | Shareholdingratio | |
|---|---|---|
| December31,2022 | December31,2021 | |
| LEO Systems, Inc. | 6% | 6% |
| Formosa21 Inc. | 29% | 29% |
| Amerwave Technology (Shenzhen) Co., Ltd. | 39% | 39% |
| China Applied Technology Co., Ltd. | - | - |
| Prihot Electronic (M) SDN. BHD. | - | 25% |
| City Smarter Technologies Corporation | 19% | 19% |
| Geointelligence Systems, Inc. | 1% | 1% |
| Web Information Technology Inc. | 42% | 42% |
| Venture Gain Developments Ltd. | 20% | 20% |
| FIC do Brasil Ltda. | 45% | 45% |
| Lambert Newmedia, Inc. | 24% | 24% |
| Witology Technology Company Limited | 25% | - |
Investment profit or loss that the Group recognised are listed below:
| Year ended December | Year ended December | Year ended December | Year ended December | 31 | ||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| LEO Systems, Inc. | $ | 16,750 |
$ | 11,146 |
||
| Formosa21 Inc. | 356 | ( | 266) |
|||
| Amerwave Technology (Shenzhen) Co., Ltd. | 4,908 | ( | 502) |
|||
| China Applied Technology Co., Ltd. | - | 964 |
||||
| Prihot Electronic (M) SDN. BHD. | ( | 1,024) |
700 |
|||
| City Smarter Technologies Corporation | 64 | 87 | ||||
| Geointelligence Systems, Inc. | 109 | 91 | ||||
| Web Information Technology Inc. | - | - | ||||
| Venture Gain Developments Ltd. | - | - | ||||
| FIC do Brasil Ltda. | - | - | ||||
| Lambert Newmedia, Inc. | - | - | ||||
| Witology Technology Company Limited | ( | 1,836) |
- | |||
| $ | 19,327 | $ | 12,220 |
(a) As the Group has significant influence over LEO Systems, Inc., Formosa21 Inc. and City Smarter Technologies Corporation, these associates are accounted for under equity method although its shareholding ratios in these associates are less than 20%.
(b) The Group participated in the capital increase of Prihot Electronic (M) SDN. BHD. in February 2021. The investment amount was $1,150. In addition, the company was liquidated as resolved by the Board of Directors in September 2022, and then the Group discontinued using the equity method.
~44~
-
(c) The Group acquired 9% of shares of Amerwave Technology (Shenzhen) Co., Ltd. for a consideration of $17,498 in July 2021. As a result, the shareholding ratio increased to 39%.
-
(d) The Group sold part of the shares that it held in China Applied Technology Co., Ltd. in August 2021. In addition, the associate increased its capital in August 2021. The Group did not acquire shares proportionally to its interest. As a result, the shareholding ratio decreased to 17%.
-
(e) The Group acquired a 25% equity interest in Witology Technology Company Limited for a consideration of $10,000 in August 2022.
-
C. The carrying amount of the Group’s interests in all individually immaterial associates and the Group’s share of the operating results are summarised below:
As of December 31, 2022 and 2021, the carrying amount of the Group’s individually immaterial associates amounted to $200,577 and $181,186, respectively.
| Profit for the year Other comprehensive income, net of tax Total comprehensive income for the year |
2022 2021 19,327 $ 12,220 $ 450 2,564 19,777 $ 14,784 $ Year ended December31 |
2022 2021 19,327 $ 12,220 $ 450 2,564 19,777 $ 14,784 $ Year ended December31 |
|---|---|---|
| 12,220 $ 2,564 |
||
| 14,784 $ |
The abovementioned share of profit or loss and other comprehensive income of associates accounted for under equity method was recognised based on each associate’s financial statements of the same period that were audited by auditors, except for Web Information Technology Inc., Venture Gain Developments Ltd., FIC do Brasil Ltda., Lambert Newmedia, Inc., China Applied Technology Co., Ltd., Prihot Electronic(M) SDN. BHD. and City Smarter Technologies Corporation for the years ended December 31, 2022 and 2021. The management believed there will be no significant influence although the abovementioned financial statements of the investees were not audited by auditors.
- D. The fair value of the Group’s associates with quoted market prices is as follows:
| LEO Systems, Inc. | December31,2022 168,990 $ |
December31,2021 |
|---|---|---|
| 131,523 $ |
~45~
(9) Property, plant and equipment
2022
| January 1, 2022 Cost Accumulated depreciation and impairment January 1, 2022 Additions Disposals Effect due to disposal of subsidiaries Reclassifications Depreciation Net exchange differences December 31, 2022 December 31, 2022 Cost Accumulated depreciation and impairment |
Buildings and structures |
Machinery and equipment |
Transportation equipment |
Office equipment | Leasehold improvements |
Other equipment | Unfinished construction and equipment under acceptance |
Total | |
|---|---|---|---|---|---|---|---|---|---|
| 264,540 $ 226,341) ( 38,199 $ 38,199 $ - - - 17,758) ( 197) ( 605 20,849 $ 208,481 $ 187,632) ( 20,849 $ |
1,443,147 $ 952,803) ( 490,344 $ 490,344 $ 72,208 5,270) ( - 69,099 225,110) ( 6,753 408,024 $ 1,528,455 $ 1,120,431) ( 408,024 $ |
7,088 $ 4,667) ( 2,421 $ 2,421 $ - - - - 540) ( 34 1,915 $ 7,135 $ 5,220) ( 1,915 $ |
121,211 $ 85,364) ( 35,847 $ 35,847 $ 10,567 200) ( 14) ( 2,386 13,882) ( 397 35,101 $ 134,076 $ 98,975) ( 35,101 $ |
1,472 $ 463) ( 1,009 $ 1,009 $ 15,795 1,681) ( - 17,758 13,162) ( 42) ( 19,677 $ 75,514 $ 55,837) ( 19,677 $ |
261,802 $ 247,283) ( 14,519 $ 14,519 $ 12,575 200) ( - 4,512 14,869) ( 193 16,730 $ 280,316 $ 263,586) ( 16,730 $ |
20,770 $ - 20,770 $ 20,770 $ 108,002 - - 100,622) ( - 289 28,439 $ 28,439 $ - 28,439 $ |
2,120,030 $ 1,516,921) ( 603,109 $ 603,109 $ 219,147 7,351) ( 14) ( 24,625) ( 267,760) ( 8,229 530,735 $ 2,262,416 $ 1,731,681) ( 530,735 $ |
~46~
2021
| January 1, 2021 Cost Accumulated depreciation and impairment January 1, 2021 Additions Disposals Reclassifications Depreciation Net exchange differences December 31, 2021 December 31, 2021 Cost Accumulated depreciation and impairment |
Buildings and structures |
Machinery and equipment |
Transportation equipment |
Office equipment | Leasehold improvements |
Other equipment | Unfinished construction and equipment under acceptance |
Total | ||
|---|---|---|---|---|---|---|---|---|---|---|
| 258,767 $ 217,675) ( 41,092 $ 41,092 $ 7,715 - - 10,293) ( 315) ( 38,199 $ 264,540 $ 226,341) ( 38,199 $ |
1,279,789 $ 770,419) ( 509,370 $ 509,370 $ 66,569 2,236) ( 111,953 191,648) ( 3,664) ( 490,344 $ 1,443,147 $ 952,803) ( 490,344 $ |
6,755 $ 4,151) ( 2,604 $ 2,604 $ - 3) ( 530 691) ( 19) ( 2,421 $ 7,088 $ 4,667) ( 2,421 $ |
112,532 $ 82,765) ( 29,767 $ 29,767 $ 14,870 454) ( 4,201 12,339) ( 198) ( 35,847 $ 121,211 $ 85,364) ( 35,847 $ |
- $ - - $ - $ 1,472 - - 463) ( - 1,009 $ 1,472 $ 463) ( 1,009 $ |
240,397 $ 232,219) ( 8,178 $ 8,178 $ 16,016 21) ( 1,822 11,423) ( 53) ( 14,519 $ 261,802 $ 247,283) ( 14,519 $ |
44,850 $ - 44,850 $ 44,850 $ 99,685 - 123,394) ( - 371) ( 20,770 $ 20,770 $ - 20,770 $ |
1,943,090 $ 1,307,229) ( 635,861 $ 635,861 $ 206,327 2,714) ( 4,888) ( 226,857) ( 4,620) ( 603,109 $ 2,120,030 $ 1,516,921) ( 603,109 $ |
-
A. The Group has no interest capitalised as part of property, plant and equipment.
-
B. Property, plant and equipment of the Group are all assets for its own use.
-
C. Information about the property, plant and equipment that were pledged to others as collateral is provided in Note 8.
~47~
(10) Leasing arrangements - lessee
Right-of-use assets
-
A. The Group leases various assets including land, buildings and structures and transportation equipment. Rental contract of land use right is made for period of 50 years and the remaining assets are 2 to 5 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose covenants.
-
B. Short-term leases with a lease term of 12 months or less comprise warehouse and equipment.
-
C. The carrying amount of right-of-use assets and the depreciation charge are as follows:
| Land Buildings and structures Others Land Buildings and structures Others |
December 31, 2022 December 31, 2021 Carrying amount Carrying amount 12,192 $ 12,473 $ 399,447 358,976 740 1,350 412,379 $ 372,799 $ Year ended December 31 |
December 31, 2022 December 31, 2021 Carrying amount Carrying amount 12,192 $ 12,473 $ 399,447 358,976 740 1,350 412,379 $ 372,799 $ Year ended December 31 |
|---|---|---|
| 2022 Depreciationcharge 466 $ 224,130 610 225,206 $ |
2021 | |
| Depreciation charge | ||
| 457 $ 162,808 671 |
||
| 163,936 $ |
-
D. For the years ended December 31, 2022 and 2021, the additions to right-of-use assets were $261,343 and $147,038, respectively.
-
E. Except for depreciation, the remaining information on profit or loss in relation to lease contracts is as follows:
| Items affecting profit or loss Interest expense on lease liabilities Expense on short-term lease contracts Gain on lease modifications Gain from subleasing right-of-use assets |
YearendedDecember31 | YearendedDecember31 |
|---|---|---|
| 2022 14,273 $ 93,751 - 2,971 |
2021 | |
| 12,886 $ 80,292 205 19,778 |
~48~
- F. For the years ended December 31, 2022 and 2021, the Group’s total cash outflow for leases were $340,405 and $251,574, respectively.
Lease liabilities
| Carrying amount of the lease liabilities | December 31, 2022 | December 31, 2022 | December 31, 2021 | December 31, 2021 |
|---|---|---|---|---|
| Current | $ | 229,192 | $ | 171,344 |
| Non-current | $ | 231,461 |
$ | 256,986 |
- G. Information about the land use right that were pledged to others as collateral is provided in Note 8.
(11) Leasing arrangements – lessor
-
A. The Group leases various assets including land, buildings and land use right. Rental contracts are typically made for periods of 1 and 12 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions.
-
B. The Group leases land and buildings under a finance lease. Based on the terms of the lease contract, the lease period covers the main part of the leased assets’ economic life. Information on profit or loss in relation to lease contracts is as follows:
| Yearended | December31 | December31 | ||
|---|---|---|---|---|
| 2022 | 2021 | |||
| Finance income from the net investment in the finance lease |
$ | 2,971 |
$ | - |
| The maturity analysis of the undiscounted | lease payments in the finance | lease is as follows: | ||
| December31,2022 | December 31, 2021 | |||
| Less than 1 year | $ | 15,630 | $ | 14,082 |
| Between 1 and 5 years | 44,933 | 60,563 | ||
| $ | 60,563 | $ | 74,645 |
-
C. The maturity analysis of the undiscounted lease payments in the finance lease is as follows:
-
D. Reconciliation of the undiscounted lease payments and the net investment in the finance lease is provided as follows:
| provided as follows: | ||
|---|---|---|
| Undiscounted lease payments Unearned finance income Net investment in the lease |
December31,2022 | |
| Current | Non-current | |
| $ 15,630 352) ( 15,278 $ |
$ 44,933 5,112) ( 39,821 $ |
~49~
| December31, | December31, | 2021 | |||
|---|---|---|---|---|---|
| Current | Non-current | ||||
| Undiscounted lease payments | $ | 14,082 | $ | 60,563 | |
| Unearned finance income | ( | 146) |
( | 4,247) |
|
| Net investment in the lease | $ | 13,936 | $ | 56,316 |
- E. Gain arising from operating lease agreements for the years ended December 31, 2022 and 2021 are as follows:
| are as follows: | ||
|---|---|---|
| Operating revenue - rent revenue Non-operating income - other income |
2022 2021 $ 142,421 $ 132,729 17,171 33,284 159,592 $ 166,013 $ Year ended December31 |
|
| 166,013 $ |
F. The maturity analysis of the lease payments under the operating leases is as follows:
| Less than 1 year Between 1 and 5 years Over 5 years |
December31,2022 | December31,2021 | |
|---|---|---|---|
| $ 100,783 29,463 1,297 131,543 $ |
$ 122,101 47,579 2,699 172,379 $ |
(12) Investment property
| January 1, 2022 Cost Accumulated depreciation January 1, 2022 Depreciation charge Net exchange differences December 31, 2022 December 31, 2022 Cost Accumulated depreciation |
2022 | 2022 | Total | ||
|---|---|---|---|---|---|
| Land | Land useright | Buildings and structures |
|||
| 19,772 $ - 19,772 $ 19,772 $ - - 19,772 $ 19,772 $ - 19,772 $ |
151,126 $ 48,237) ( 102,889 $ 102,889 $ 3,302) ( 1,523 101,110 $ 160,174 $ 59,064) ( 101,110 $ |
1,589,100 $ 760,887) ( 828,213 $ 828,213 $ 24,231) ( 11,811 815,793 $ 1,611,434 $ 795,641) ( 815,793 $ |
1,759,998 $ 809,124) ( 950,874 $ 950,874 $ 27,533) ( 13,334 936,675 $ 1,791,380 $ 854,705) ( 936,675 $ |
~50~
2021
| January 1, 2021 Cost Accumulated depreciation January 1, 2021 Reclassifications Depreciation charge Net exchange differences December 31, 2021 December 31, 2021 Cost Accumulated depreciation |
Land | Land use right | Buildings and structures Total 1,607,165 $ 1,779,213 $ 747,951) ( 793,284) ( 859,214 $ 985,929 $ 859,214 $ 985,929 $ 913) ( 913) ( 23,817) ( 27,059) ( 6,271) ( 7,083) ( 828,213 $ 950,874 $ 1,589,100 $ 1,759,998 $ 760,887) ( 809,124) ( 828,213 $ 950,874 $ |
|
|---|---|---|---|---|
| 19,772 $ - 19,772 $ 19,772 $ - - - 19,772 $ 19,772 $ - 19,772 $ |
152,276 $ 45,333) ( 106,943 $ 106,943 $ - 3,242) ( 812) ( 102,889 $ 151,126 $ 48,237) ( 102,889 $ |
- A. Rental income from investment property and direct operating expenses arising from investment property are shown below:
| Rental income from investment property Direct operating expenses arising from the investment property that generated rental income during the year Direct operating expenses arising from the investment property that did not generate rental income during the year |
YearendedDecember31 | YearendedDecember31 |
|---|---|---|
| 2022 145,883 $ 71,046 $ 22,600 $ |
2021 | |
| 135,873 $ |
||
| 70,355 $ |
||
| 17,522 $ |
~51~
-
B. The fair value of the investment property and the land use right attributable to it held by the Group as at December 31, 2022 and 2021 was $3,331,291 and $3,080,664, respectively, which was valued by independent valuers and referred to market evidence on transaction price of similar property.
-
C. Information about the investment property that was pledged to others as collateral is provided in Note 8.
(13) Non-current assets held for sale
In December 2022, the Group was approved to sell machinery and equipment, which were reclassified as non-current assets held for sale. They were stated at the lower of its carrying amount and fair value less costs to sell. The transaction is expected to be completed within the next 1 year. The amount of non-current assets held for sale was $20,336 as of December 31, 2022. Assets held for sale:
| for sale: | ||
|---|---|---|
| Short-term borrowings Property, plant and equipment Secured bank borrowings Unsecured bank borrowings Interest rate range |
December 31, 2022 129,878 $ 60,013 189,891 $ 1.49%~5.85% |
December 31, 2022 |
| 20,336 $ |
||
| December31,2021 | ||
| 99,283 $ 100 |
||
| 99,383 $ |
||
| 0.95%~1.78% |
(14) Short-term borrowings
Refer to Notes 8 and 9 for details of collateral and commitments that the Group provided for shortterm borrowings.
(15) Other payables
| Wages, salaries and bonuses payable Compensation due to directors and employees Business tax payable Freight payable Payable on machinery and equipment Payable on shares Insurance expense payable Material processing fees payable Others |
December 31, 2022 286,422 $ 17,424 30,357 17,149 19,642 14,660 9,000 13,929 149,308 557,891 $ |
December31,2021 |
|---|---|---|
| 278,797 $ 5,141 21,129 14,263 20,719 14,694 5,533 12,294 129,402 |
||
| 501,972 $ |
~52~
(16) Bonds payable
| December31,2022 | December31,2021 | |||||
|---|---|---|---|---|---|---|
| Bonds payable | $ | 217,100 |
$ | 299,600 |
||
| Less: Discount on bonds payable | ( | 6,374) |
( | 13,866) |
||
| 210,726 | 285,734 | |||||
| Less: Current portion or exercise of put options | ( | 210,726) |
- | |||
| $ | - | $ | 285,734 |
-
A. FICG issued the first domestic unsecured convertible bonds (referred herein as the ‘first convertible bonds’) for a total issue amount of $700,000 based on 101% of the face value on September 10, 2021. The issuance terms are as follows:
-
(a) Issuance period: 3 years (September 10, 2021 to September 10, 2024)
-
(b) Coupon rate: 0% fixed per annum
-
(c) Repayment term:
The first convertible bonds will be redeemed in cash at face value at the maturity date by The Group except for those which had been repurchased in advance and repurchased and retired through a securities firm by FICG or the bondholders had exercised conversion of options and put options.
- (d) Conversion period:
The bondholders have the right to ask FICG for conversion of the convertible bonds into common shares of FICG during the period from the date after three months of the first convertible bonds issue, except for those which had been repurchased in advance and repurchased and retired through a securities firm by FICG or the stop transfer period as specified in the laws/regulations or the consignment contract.
- (e) Conversion price:
The conversion price of the first convertible bonds is $19.45 (in dollars) which is 105.36% of the reference price. The reference price was based on one of the simple arithmetic average of the closing prices of FICG’s common shares on the Taiwan Stock Exchange for one business day, three business days and five business days before the effective date set by FICG. The conversion price of the bonds is subject to adjustments if the condition of the anti-dilution provisions occurs subsequently. The conversion price will be reset based on the pricing model specified in the terms of the bonds on each effective date regulated by the terms.
- (f) Put options:
The bondholders have the right to require FICG to redeem the first convertible bonds at the price of the bonds’ face value plus 1.0025% of the face value as interests upon two years from the issue date.
- (g) Call options:
FICG may repurchase the first convertible bonds in advance after the following events occur:
~53~
-
i. The closing price of FICG common shares is above the then conversion price by 30% for 30 consecutive trading days during the period from the date after three months of the bonds issue to 40 days before the maturity date.
-
ii. FICG may repurchase all the bonds outstanding in cash at the bonds’ face value at any time after the outstanding balance of the bonds is less than 10% of total initial issue amount during the period from the date after three months of the bonds issue to 40 days before the maturity date.
-
B. For the year ended December 31, 2022, the first convertible bonds totaling $82,500 had been converted into 4,241 thousand shares of common stock. As of December 31, 2022, the first convertible bonds totaling $482,900 had been converted into 24,827 thousand shares of common stock.
-
C. Regarding the issuance of convertible bonds, the equity conversion options amounting to $38,198 were separated from the liability component and were recognised in ‘capital surplus - share options’ in accordance with IAS 32. The call options and put options embedded in bonds payable were separated from their host contracts and were recognised in ‘financial assets at fair value through profit or loss’ in net amount in accordance with IFRS 9 because the economic characteristics and risks of the embedded derivatives were not closely related to those of the host contracts. The effective interest rate of the bonds payable after such separation was 1.77%.
- (17) Long term borrowings
Borrowing period December Type of borrowings and repayment term Interest rate Collateral 31, 2022 Borrowings from non-financial institutions Secured borrowings Borrowing period is from 6.835% Guarantee March 8, 2022 to March 8, deposits 2025, interest is payable paid quarterly, the principal is payable in 12 installments starting from June 8, 2022 $ 70,203 Less: Current portion ( 31,692) $ 38,511
(18) Pensions
- A. (a) The Company and its domestic subsidiaries have a defined benefit pension plan in accordance with the Labor Standards Act, covering all regular employees’ service years prior to the enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Law. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45
~54~
units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The Company and its domestic subsidiaries contribute monthly an amount equal to 2%~10% of the employees’ monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee. Also, the Company and its domestic subsidiaries would assess the balance in the aforementioned labor pension reserve account by the end of December 31, every year. If the account balance is insufficient to pay the pension calculated by the aforementioned method to the employees expected to qualify for retirement in the following year, the Company and its domestic subsidiaries will make contributions for the deficit by next March.
- (b) The amounts recognised in the balance sheet are as follows:
| December31,2022 | December 31, 2021 | |||
|---|---|---|---|---|
| Present value of defined benefit | ||||
| obligations | ($ | 88,132) |
($ | 96,477) |
| Fair value of plan assets | 87,684 | 82,895 |
||
| Net defined benefit liability | ($ | 448) |
($ | 13,582) |
- (c) Movements in net defined benefit liabilities are as follows:
| At January 1 Current service cost Interest (expense) income Remeasurements: Return on plan assets (excluding amounts included in interest income or expense) Change in financial assumptions Experience adjustments Pension fund contribution Paid pension At December 31 |
2022 | Net defined benefitliability |
|||
|---|---|---|---|---|---|
| Present value of defined benefit obligations |
Fair value of planassets |
||||
| 96,476) ($ 343) ( 581) ( 97,400) ( - 7,116 2,382) ( 4,734 - 4,534 88,132) ($ |
82,895 $ - 496 83,391 6,370 - - 6,370 2,457 4,534) ( 87,684 $ |
13,581) ($ 343) ( 85) ( 14,009) ( 6,370 7,116 2,382) ( 11,104 2,457 - 448) ($ |
~55~
2021
| At January 1 Current service cost Interest (expense) income Remeasurements: Return on plan assets (excluding amounts included in interest income or expense) Change in demographic assumptions Change in financial assumptions Experience adjustments Pension fund contribution Paid pension At December 31 |
Present value of defined benefit obligations Fair value of planassets 103,425) ($ 85,121 $ 281) ( - 507) ( 404 103,425) ( 85,121 - 1,031 2,615) ( - 951 - 2,708 - 1,044 1,031 - 3,031 6,692 6,692) ( 96,477) ($ 82,895 $ |
Net defined benefitliability |
|---|---|---|
| 18,304) ($ 281) ( 103) ( 18,304) ( 1,031 2,615) ( 951 2,708 2,075 3,031 - 13,582) ($ |
(d) The Bank of Taiwan was commissioned to manage the Fund of the Company’s and domestic subsidiaries’ defined benefit pension plan in accordance with the Fund’s annual investment and utilisation plan and the “Regulations for Revenues, Expenditures, Safeguard and Utilisation of the Labor Retirement Fund” (Article 6: The scope of utilisation for the Fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter, or private placement equity securities, investment in domestic or foreign real estate securitisation products, etc.). With regard to the utilisation of the Fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. If the earnings is less than aforementioned rates, government shall make payment for the deficit after being authorised by the Regulator. The Company and domestic subsidiaries have no right to participate in managing and operating that fund and hence the Company and domestic subsidiaries are unable to disclose the classification of plan assets fair value in accordance with IAS 19 paragraph 142. The composition of fair value of plan assets as of December 31, 2022 and 2021 is given in the Annual Labor Retirement Fund Utilisation Report announced by the government.
~56~
(e) The principal actuarial assumptions used were as follows:
| Yearended | December31 | |
|---|---|---|
| 2022 | 2021 | |
| Discount rate | 1.125%~1.5% | 0.5%~0.75% |
| Future salary increases | 2.0%~2.5% | 2.0%~2.5% |
Assumptions regarding future mortality experience are set based on actuarial advice in accordance with published statistics and experience in each territory.
Because the main actuarial assumption changed, the present value of defined benefit obligation is affected. The analysis was as follows:
| December 31, 2022 Effect on present value of defined benefit obligation December 31, 2021 Effect on present value of defined benefit obligation |
Discount rate | Discount rate | Future salary increases | Future salary increases | |
|---|---|---|---|---|---|
| Increase 0.25% |
Decrease 0.25% |
Increase 0.25% ($2,517) ($2,520) |
Decrease 0.25% |
||
| $2,136 $2,510 |
($ 2,212) ($2,602) |
$2,094 $ 2,443 |
The sensitivity analysis above is based on one assumption which changed while the other conditions remain unchanged. In practice, more than one assumption may change all at once. The method of analysing sensitivity and the method of calculating net pension liability in the balance sheet are the same.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the previous period.
-
(f) Expected contributions to the defined benefit pension plans of the Group for the year ending December 31, 2023 amount to $622.
-
(g) As of December 31, 2022, the weighted average duration of the retirement plan is 6.23~11.9 years.
-
B. (a) Effective July 1, 2005, the Company and its domestic subsidiaries have established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company and its domestic subsidiaries contribute monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment.
~57~
-
(b) The Company’s mainland China subsidiaries have a defined contribution plan. Monthly contributions to an independent fund administered by the government in accordance with the pension regulations in the People’s Republic of China (PRC) are based on certain percentage of employees’ monthly salaries and wages. Other than the monthly contributions, the Group has no further obligations.
-
(c) The pension costs under the defined contribution pension plan of the Group for the years ended December 31, 2022 and 2021 were $106,536 and $70,790, respectively.
(19) Share-based payment
- A. For the years ended December 31, 2022 and 2021, the Group’s subsidiary, Ubiqconn Technology, Inc., share-based payment arrangements were as follows:
| Type ofarrangement Grant date Cash capital increase reserved for employee preemption 2022.07.28 Cash capital increase reserved for employee preemption 2021.12.23 |
Quantity granted (inthousands) |
Vesting conditions |
|---|---|---|
| 750 1,150 |
Vested immediately Vested immediately |
- B. The fair value of stock options granted on grant date is measured using the Black-Scholes optionpricing model. Relevant information is as follows:
| Type of arrangement | Grant date | Share price (in dollars) |
Exercise price (in dollars) |
Expected price volatility 27.94% 17.15% |
Expected option life |
Risk-free interest rate |
Fair value per unit (in dollars) |
|---|---|---|---|---|---|---|---|
| Cash capital increase reserved for employee preemption Cash capital increase reserved for employee preemption |
2022.07.2 8 2021.12.2 3 |
20.57 18.62 |
20 18 |
0.01 year 0.01 year |
1.10% 0.435% |
0.619 0.624 |
Note: Expected price volatility rate was estimated by using the annualized implied volatility for comparable properties in thirty trade days before the grant date.
~58~
- C. Expenses incurred on share-based payment transactions are shown below:
| Year ended | Year ended | |||
|---|---|---|---|---|
| December 31, 2022 | December31,2021 | |||
| Equity-settled | $ | 463 |
$ | 718 |
- D. From 2011 to 2018, the Group’s subsidiary made the equity-settled share-based payment arrangements, with the fair value of $0 and $3.82 (in dollars). The Group’s subsidiaries amended the share-based payment plan by changing the original contract from equity-settled to cash payment in September 2021. The salary expenses recognised for the year ended December 31, 2021 amounted to $18,673.
(20) Share capital
- A. As of December 31, 2022, the Company’s authorised capital was $25,000,000 and the paid-in capital was $2,151,721 with a par value of $10 (in dollars) per share. All proceeds from shares issued have been collected.
Movements in the number of the Company’s ordinary shares (in thousands) outstanding are as follows:
| At January 1 Conversion of convertible bonds At December 31 |
2022 210,931 4,241 215,172 |
2021 |
|---|---|---|
| 190,345 20,586 |
||
| 210,931 |
-
B. The Company’s convertible bonds totalling $1,000 (face value) had been converted into 51 thousand shares of common stock in the fourth quarter of 2022. The registration procedure is still in process.
-
C. The Company converted the convertible bonds for the quarters ended September 30, 2022 totaling $28,900 into 1,486 thousand shares of common stock. The registration was completed on November 9, 2022.
-
D. The Company converted the convertible bonds for the quarters ended March 31, 2022 and June 30, 2022 totaling $52,600 into 2,704 thousand shares of common stock. The registration was completed on July 29, 2022.
-
E. The Company converted the first convertible bonds for the year ended December 31, 2021 totaling $400,000 into 20,586 thousand shares of common stock. The registration was completed on March 28, 2022.
-
F. 21,000 thousand shares of the share capital issued as of December 31, 2022 and 2021 were private placement marketable securities that the Company conducted in 2007. The transfer of such marketable securities shall be restricted by Article 43-8 of the Securities and Exchange Act. After three full years have elapsed since the delivery date, a letter of approval issued by the
~59~
Taiwan Stock Exchange that meets the listing standards must be obtained before applying to the Securities and Futures Bureau of the Financial Supervisory Commission for supplemental public issuance.
(21) Capital surplus
Pursuant to the R.O.C. Company Act, capital surplus arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Act requires that the amount of capital surplus to be capitalised mentioned above should not exceed 10% of the paidin capital each year. However, capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.
| At January 1 Difference between consideration and carrying amount of subsidiaries acquired or disposed Changes in equity of associates and joint ventures accounted for using equity method Conversion of convertible bonds Changes in equity of associates and joint ventures accounted for using equity method At December 31 |
2022 | 2022 | 2022 | Total | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share premium |
Difference between consideration and carrying amount of subsidiaries acquired or disposed |
Changes in ownership interests in subsidiaries |
Net change in equity of associates |
Options | ||||||
| 215,939 $ - - 40,452 - $256,391 |
160,688 $ 1,710 - - - $162,398 |
- $ - 8,311 - - $ 8,311 |
620 $ - - - 4) ( $ 616 |
16,349 $ - - 4,502) ( - $11,847 |
393,596 $ 1,710 8,311 35,950 4) ( $439,563 |
~60~
2021
| At January 1 Changes in equity of associates and joint ventures accounted for using equity method Equity component recognised due to issuance of convertible bonds Conversion of convertible bonds Changes in equity of associates and joint ventures accounted for using equity method Disposal of investment accounted for under equity method Effect on investments accounted for using equity method not recognised proportionately to shareholding ratio At December 31 |
Share premium |
Difference between consideration and carrying amount of subsidiaries acquired or disposed |
Difference between consideration and carrying amount of subsidiaries acquired or disposed |
Changes in ownership interests in subsidiaries |
Net change in equity of associates |
Options | Total | |
|---|---|---|---|---|---|---|---|---|
| 21,162 $ - - 194,777 - - - $215,939 |
160,688 $ - - - - - - $160,688 |
2,314 $ 2,314) ( - - - - - $- |
5,689 $ - - - 36) ( 5,011) ( 22) ( $ 620 |
- $ - 38,198 21,849) ( - - - $16,349 |
189,853 $ 2,314) ( 38,198 172,928 36) ( 5,011) ( 22) ( $ 393,596 |
~61~
(22) Retained earnings
-
A. Under FICG’s Articles of Incorporation, the current year’s earnings, if any, shall first be used to pay all taxes and offset prior years’ operating losses and then 10% of the remaining amount shall be set aside as legal reserve until the legal reserve equals the paid-in capital. After that, special reserve shall be set aside or reverse in accordance with Article 41 of Securities and Exchange Act. The remainder, if any, along with accumulated undistributed earnings shall be proposed by the Board of Directors and resolved by the shareholders.
-
B. In order to take the capital needs into account, strengthen the financial structure and appropriately meet the shareholders’ demand for cash inflow, FICG shall consider the principle of maintaining the stability of dividends for the distribution of dividends and distribute cash and stocks in an appropriate proportion.
-
C. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of FICG’s paid-in capital.
-
D. In accordance with the regulations, FICG shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.
-
E. The appropriations of 2021 and 2020 earnings as resolved by the shareholders on June 23, 2022 and August 4, 2021, respectively are as follows:
| Legal reserve Special reserve (reversal) |
2021 2020 23,534 $ - $ 21,225 32,716) ( 44,759 $ 32,716) ($ |
|---|---|
~62~
- F. The appropriations of 2022 earnings as submitted by the Broad of Directors on March 29, 2023 are as follows:
| YearendedDecember31,2022 | YearendedDecember31,2022 | YearendedDecember31,2022 | ||
|---|---|---|---|---|
| Dividend per share | ||||
| Amount | (indollars) | |||
| Legal reserve | $ | 48,625 |
||
| Special reserve | 89,120 | |||
| Cash dividends | 107,792 |
$ | 0.05 |
|
| $ | 245,537 |
The appropriations of 2022 earnings have not yet been resolved by the shareholders.
(23) Operating revenue
| Revenue from contracts with customers Revenue from leasing real estate |
Year ended December 31 |
|---|---|
| 2022 2021 12,306,014 $ 9,907,262 $ 142,421 132,729 12,448,435 $ 10,039,991 $ |
- A. Disaggregation of revenue from contracts with customers
The Group derives revenue from the transfer of goods and services over time and at a point in time in the following major product lines:
| YearendedDecember31,2022 | Salesrevenue | Servicerevenue | Total | |||
|---|---|---|---|---|---|---|
| Revenue from external customer contracts Timing of revenue recognition At a point in time Over time YearendedDecember31,2021 |
$12,189,785 $ 12,189,785 - |
$116,229 $ - 116,229 $116,229 Servicerevenue |
$12,306,014 $ 12,189,785 116,229 $12,306,014 Total |
|||
| $12,189,785 Salesrevenue |
||||||
| Revenue from external customer contracts Timing of revenue recognition At a point in time Over time |
$ 9,813,001 $ 9,813,001 - |
$ 94,261 $ - 94,261 $ 94,261 |
$ 9,907,262 $ 9,813,001 94,261 $ 9,907,262 |
|||
| $ 9,813,001 |
~63~
-
B. Contract assets and liabilities
-
(a) The Group has recognised the following revenue-related contract assets and liabilities:
| December31,2022 Contract assets: Contract assets – Service contract 6,879 $ Contract liabilities: Contract liabilities – Sales contract 239,564 $ Contract liabilities – Service contract 16,381 255,945 $ |
December31,2021 7,162 $ 170,969 $ 16,464 187,433 $ |
January1,2021 7,011 $ 79,743 $ 4,825 |
|---|---|---|
| 84,568 $ |
- (b) Revenue recognised that was included in the contract liability balance at the beginning of the year
| Revenue recognised that was included in the contract liability balance at the beginning of the year Sales contract Service contract |
YearendedDecember31 | YearendedDecember31 |
|---|---|---|
| 2022 141,590 $ 12,314 153,904 $ |
2021 | |
| 81,740 $ 2,829 |
||
| 84,569 $ |
- C. Revenue from leasing real estate for the years ended December 31, 2022 and 2021 are provided in Note 6(11).
(24) Interest income
| Interest income from bank deposits Other interest income Interest arising from loans to related parties |
YearendedDecember31 | YearendedDecember31 |
|---|---|---|
| 2022 11,013 $ 3,338 - 14,351 $ |
2021 | |
| 25,528 $ - 2,801 |
||
| 28,329 $ |
~64~
(25) Other income
| Year ended | December | 31 | ||
|---|---|---|---|---|
| 2022 | 2021 | |||
| Rental revenue | $ | 17,171 |
$ | 33,284 |
| Dividend income | 1,050 | 797 | ||
| Gains on write-off of past due payable | 16,577 |
12,809 |
||
| Other income | 47,733 |
33,431 |
||
| $ | 82,531 |
$ | 80,321 |
Rent income for the years ended December 31, 2022 and 2021 are provided in Note 6(11).
(26) Other gains and losses
| YearendedDecember | YearendedDecember | YearendedDecember | 31 | |||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| Losses on disposals of property, | ||||||
| plant and equipment | ($ | 3,612) |
($ | 2,338) |
||
| Gains on disposal of investments (Note 1) | 76,812 | 4,417 | ||||
| Gains from subleasing right-of-use assets |
- | 19,778 |
||||
| Gains on lease modification | - | 205 | ||||
| Net currency exchange gains | 107,204 | 31,488 | ||||
| Net (losses) gains on financial assets and | ||||||
| liabilities at fair value through profit or loss | ( | 847) |
2,063 | |||
| Impairment loss on intangible assets | - | ( | 744) |
|||
| Grant revenue (Note 2) | 72,571 | 100,525 | ||||
| Other (losses) gains | ( | 7,166) |
4,879 | |||
| $ | 244,962 | $ | 160,273 |
-
Note 1: In March 2022, FIC, Inc. disposed all the shares held in Zircon. The gain on disposal of investment related to the aforementioned disposal was $76,841, which was transferred from other equity - exchange differences on translation of foreign financial statements previously recognised.
-
Note 2: The grant revenue arose from government subsidies for vocational training, value growth and salary subsidies due to the Covid-19 outbreak. The grant revenue which is related to property, plant and equipment is recognised on a straight-line basis over their estimated useful life.
~65~
(27) Finance costs
| Year ended | December | 31 | ||
|---|---|---|---|---|
| 2022 | 2021 | |||
| Interest expense | $ | 17,914 |
$ | 20,794 |
| Lease liabilities | 14,273 | 12,886 | ||
| Bonds payable | 4,021 |
3,019 | ||
| Others | 20 |
- |
||
| $ | 36,228 |
$ | 36,699 |
(28) Employee benefit expense and expenses by nature
| Short-term employee benefits Post-employment benefits Depreciation Amortisation |
Year ended December 31 |
|---|---|
| 2022 2021 2,431,452 $ 2,130,295 $ 106,964 71,174 520,499 417,852 9,770 4,091 |
-
A. In accordance with the Articles of Incorporation of the Company, a ratio of distributable profit of the current year, if any, shall be distributed as employees' compensation and directors’ remuneration. The ratio shall be 2%~10% for employees’ compensation and shall not be higher than 1.5% for directors’ remuneration. However, if the Company has accumulated deficit, earnings shall be first reserved to cover accumulated losses.
-
B. Employees’ compensation and directors’ remuneration of the Company were accrued as follows:
| Employees’ compensation Directors’ remuneration |
Year ended December 31 | Year ended December 31 |
|---|---|---|
| 2022 9,939 $ 994 10,933 $ |
2021 | |
| 5,141 $ - |
||
| 5,141 $ |
The employees’ compensation and directors’ remuneration were estimated and accrued based on 2% and 0% of distributable profit of current year as of the end of reporting period. For the years ended December 31, 2022 and 2021, employees’ compensation was estimated at $9,939 and $5,141, respectively; while directors’ and supervisors’ remuneration was estimated at $994 and $0, respectively. The aforementioned amounts were recognised in salary expenses.
The employees’ compensation and directors’ and supervisors’ remuneration for 2022 resolved by the Board of Directors on March 29, 2023 were $14,908 and $994, respectively, and the employees’ compensation will be distributed in the form of cash.
~66~
For 2022, the employees’ compensation and directors’ and supervisors’ remuneration resolved by the Board of Directors amounted to $14,908 and $994, respectively. The difference of $4,969 between the amounts resolved by the Board of Directors and the amounts recognised in the 2022 financial statements, due to changes in accounting estimates, will be adjusted in the profit or loss for 2023.
For 2021, the employees’ compensation and directors’ and supervisors’ remuneration resolved by the Board of Directors amounted to $7,710 and $514, respectively. The difference of $3,083 between the amounts resolved by the Board of Directors and the amounts recognised in the 2021 financial statements, due to changes in accounting estimates, had been adjusted in the profit or loss for 2022.
- C. Information about employees’ compensation and directors’ remuneration of FICG as resolved at the meeting of Board of Directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.
(29) Income taxes
- A. Income tax expense (income)
| YearendedDecember | YearendedDecember | YearendedDecember | 31 | |||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| Current tax: | ||||||
| Current tax on profits for the year | $ | 88,654 |
$ | 22,182 |
||
| Tax on undistributed surplus earnings | 9,529 |
- | ||||
| Prior year income tax under (over) estimation | 1,880 | ( | 43,740) |
|||
| Total current tax | 100,063 | ( | 21,558) |
|||
| Deferred tax: | ||||||
| Origination and reversal of temporary | ||||||
| differences | ( | 58,624) |
2,789 | |||
| Impact of change in tax rate | - | 9,651 | ||||
| Total deferred tax | ( | 58,624) |
12,440 |
|||
| Income tax expense (benefit) | $ | 41,439 | ($ | 9,118) |
~67~
B. Reconciliation between income tax expense and accounting profit
| YearendedDecember | YearendedDecember | YearendedDecember | 31 | |||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| Income tax calculated by applying statutory | ||||||
| rate to the profit before tax | $ | 290,078 |
$ | 155,692 |
||
| Expenses disallowed by tax regulation | 16,551 |
11,479 | ||||
| Tax exempt income by tax regulation | ( | 103,450) |
( | 39,081) |
||
| Temporary differences not recognised | ||||||
| as deferred tax assets | 2,111 | 10,738 | ||||
| Temporary differences not recognised | ||||||
| as deferred tax liabilities | ( | 122,177) |
( | 39,699) |
||
| Tax losses not recognised as deferred | ||||||
| tax assets | 64,216 | 9,886 |
||||
| Effect from investment tax credits | ( | 43,267) |
( | 16,820) |
||
| Change in assessment of realization of | ||||||
| deferred tax assets | ( | 49,093) |
( | 62,277) |
||
| Prior year taxable loss not recognised | ||||||
| as deferred tax assets | ( | 24,939) |
( | 4,947) |
||
| Prior year income tax under (over) estimation | 1,880 | ( | 43,740) |
|||
| Impact of change in the tax rate | - | 9,651 | ||||
| Tax on undistributed surplus earnings | 9,529 | - | ||||
| Income tax expense | $ | 41,439 | ($ | 9,118) |
~68~
- C. Amounts of deferred tax assets or liabilities as a result of temporary differences and tax losses are as follows:
| January1 Deferred tax assets: Temporary differences: Loss on inventories 16,682 $ Unrealised exchange loss 689 Book-tax differences of assets - Others 2,324 Taxable loss - 19,695 Deferred tax liabilities: Temporary differences: Unrealised exchange gain 14,034) ( Others 226) ( 14,260) ( 5,435 $ January1 Deferred tax assets: Temporary differences: Loss on inventories 18,480 $ Unrealised exchange loss 5,052 Others 1,008 24,540 Deferred tax liabilities: Temporary differences: Unrealised exchange gain 6,409) ( Others 94) ( 6,503) ( 18,037 $ |
Recognised in profit or loss Exchange difference December31 39,446 $ 211 $ 56,339 $ 694) ( 5 - 9,727 23) ( 9,704 12,165 22 14,511 3,777 - 3,777 64,421 215 84,331 4,771) ( 195) ( 19,000) ( 1,026) ( 2 1,250) ( 5,797) ( 193) ( 20,250) ( 58,624 $ 22 $ 64,081 $ 2022 Recognised in profit or loss Exchange difference December31 1,656) ($ 142) ($ 16,682 $ 4,318) ( 45) ( 689 1,320 4) ( 2,324 4,654) ( 191) ( 19,695 7,654) ( 29 14,034) ( 132) ( - 226) ( 7,786) ( 29 14,260) ( 12,440) ($ 162) ($ 5,435 $ 2021 |
Recognised in profit or loss Exchange difference December31 39,446 $ 211 $ 56,339 $ 694) ( 5 - 9,727 23) ( 9,704 12,165 22 14,511 3,777 - 3,777 64,421 215 84,331 4,771) ( 195) ( 19,000) ( 1,026) ( 2 1,250) ( 5,797) ( 193) ( 20,250) ( 58,624 $ 22 $ 64,081 $ 2022 Recognised in profit or loss Exchange difference December31 1,656) ($ 142) ($ 16,682 $ 4,318) ( 45) ( 689 1,320 4) ( 2,324 4,654) ( 191) ( 19,695 7,654) ( 29 14,034) ( 132) ( - 226) ( 7,786) ( 29 14,260) ( 12,440) ($ 162) ($ 5,435 $ 2021 |
|---|---|---|
| Recognised in profit or loss |
||
| 1,656) ($ 4,318) ( 1,320 4,654) ( 7,654) ( 132) ( 7,786) ( 12,440) ($ |
~69~
- D. Expiration dates of unused tax losses and amounts of unrecognised deferred tax assets are as follows:
| Year incurred 2013 2014 2016 2017 2018 2019 2020 2021 2022 Year incurred |
Amount filed/ assessed |
Unused amount Unrecognised deferred taxassets Expiry year 21,340 $ 21,340 $ 2023 8,507 8,507 2024 10,369 10,369 2026 1,885,885 1,885,885 2027 44,737 44,737 2028 40,572 40,572 2029 85,370 85,370 2030 54,737 54,737 2031 321,081 321,081 2032 December 31,2022 Unused amount Unrecognised deferred taxassets Expiry year 177,723 $ 177,723 $ 2022 21,340 21,340 2023 8,507 8,507 2024 15,135 15,135 2025 10,465 10,465 2026 1,905,241 1,905,241 2027 88,370 88,370 2028 40,572 40,572 2029 105,192 105,192 2030 58,467 58,467 2031 December 31,2021 |
|---|---|---|
| 22,186 $ 10,699 11,222 1,933,258 46,637 41,301 86,197 55,691 321,081 Amount filed/ assessed 179,087 $ 22,186 10,699 53,204 11,222 1,933,258 90,270 41,301 105,755 58,467 |
||
| 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 |
177,723 $ 21,340 8,507 15,135 10,465 1,905,241 88,370 40,572 105,192 58,467 |
- E. The amounts of deductible temporary differences that were not recognised as deferred tax assets are as follows:
Deductible temporary differences
| December31,2022 3,152,712 $ |
December31,2021 |
|---|---|
| 3,659,225 $ |
- F. The Company has not recognised taxable temporary differences associated with investment in subsidiaries as deferred tax liabilities. As of December 31, 2022 and 2021, the amounts of temporary differences unrecognised as deferred tax liabilities were $610,885 and $198,494, respectively.
~70~
- G. The Company’s and domestic subsidiaries’ income tax returns which were assessed and approved by the Tax Authority are as follows:
==> picture [449 x 14] intentionally omitted <==
----- Start of picture text -----
The company Assessed year
----- End of picture text -----
| The company | Assessedyear |
|---|---|
| FICG | 2021 |
| FIC, Inc. | 2020 |
| FICTA | 2021 |
| Ubiqconn | 2019 |
| Ruggon | 2020 |
(30) Earnings per share
| Basic earnings per share Profit attributable to ordinary shareholders of the parent Diluted earnings per share Profit attributable to ordinary shareholders of the parent Assumed conversion of all dilutive potential ordinary shares Convertible bonds Employees’ compensation Profit attributable to ordinary shareholders of the parent plus assumed conversion of all dilutive potential ordinary shares |
Year ended December31, | Year ended December31, | Year ended December31, | Year ended December31, | Earnings per share (indollars) 2022 |
|---|---|---|---|---|---|
| Amount aftertax 476,470 $ 476,470 $ 3,293 - 479,763 $ |
Weighted average number of ordinary shares outstanding (shares in thousands) |
||||
| 214,106 214,106 14,346 301 228,753 |
2.23 $ 2.10 $ |
~71~
| Basic earnings per share Profit attributable to ordinary shareholders of the parent Diluted earnings per share Profit attributable to ordinary shareholders of the parent Assumed conversion of all dilutive potential ordinary shares Convertible bonds Employees’ compensation Profit attributable to ordinary shareholders of the parent plus assumed conversion of all dilutive potential ordinary shares |
Amount aftertax Weighted average number of ordinary shares outstanding (shares in thousands) 251,978 $ 191,529 251,978 $ 191,529 2,415 9,873 - 68 254,393 $ 201,470 Year ended December31, |
Amount aftertax Weighted average number of ordinary shares outstanding (shares in thousands) 251,978 $ 191,529 251,978 $ 191,529 2,415 9,873 - 68 254,393 $ 201,470 Year ended December31, |
Earnings per share (indollars) 1.32 $ 1.26 $ 2021 |
|
|---|---|---|---|---|
| 251,978 $ 251,978 $ 2,415 - 254,393 $ |
(31) Transactions with non-controlling interest
The Group did not participate in the capital increase raised by a subsidiary proportionally to its interest to the subsidiary
A. Disposal of equity interest in a subsidiary (that did not result in a loss of control)
In January 2022, the Group sold 232 thousand shares of its subsidiary, Ubiqconn Technology, Inc., to 13 employees of the Group at a price of $4,176 for the Company’s operation needs and the Group’s operating plan requirements, and it was ratified and approved by the Board of Directors on March 24, 2022. The carrying amount of non-controlling interest in Ubiqconn Technology, Inc. was $2,466 at the disposal date. This transaction resulted in an increase in the non-controlling interest by $2,466 and an increase in the equity attributable to owners of the parent by $1,710.
~72~
The effect of changes in interests in Ubiqconn Technology, Inc. on the equity attributable to owners of the parent for the year ended December 31, 2022 is shown below:
| Year ended | ||
|---|---|---|
| December31,2022 | ||
| Carrying amount of non-controlling interest disposed | ($ | 2,466) |
| Consideration received from non-controlling interest | 4,176 |
|
| Capital surplus | $ | 1,710 |
-
B. The Group did not participate in the capital increase raised by a subsidiary proportionally to its interest to the subsidiary
-
(1) In December 2021, the Group’s subsidiary, Ubiqconn Technology, Inc., increased its cash capital by issuing new shares, and the issuing price is $18 (in dollars) per share. The Company used $245,430 of monetary claims to pay for the shares and another subsidiary, FICTA Technology Inc., subscribed for $36,000 in cash. As the Group did not acquire shares proportionately to its interest, the comprehensive shareholding increased from 63% to 68%. This transaction resulted in an increase in the non-controlling interest by $21,167 and a decrease in the equity attributable to owners of the parent by $21,167.
-
(2) In August 2022, the Group’s subsidiary, Ubiqconn Technology, Inc., increased its cash capital by issuing new shares, and the issuing price is $20 (in dollars) per share. The Company used $74,228 in cash and $100,000 of monetary claims to pay for the shares. As the Group did not acquire shares proportionately to its interest, the comprehensive shareholding ratio decreased from 68% to 67%. This transaction resulted in a decrease in the non-controlling interest by $14,395 and an increase in the equity attributable to owners of the parent by $14,395. The effects of changes in interests in Ubiqconn on the equity attributable to owners of the parent for the years ended December 31, 2022 and 2021 are shown below
﹕
| Cash Increase in the carrying amount of non-controlling interest Increase (decrease) in capital surplus |
Year ended December 31 | Year ended December 31 |
|---|---|---|
| 2022 | 2021 | |
| 125,772 $ 117,461) ( 8,311 $ |
60,570 $ 81,737) ( 21,167) ($ |
~73~
(32) Supplemental cash flow information
A. Investing activities with partial cash payments
Purchase of property, plant and equipment Add: Opening balance of payable on equipment (including related parties) Less: Ending balance of payable on equipment (including related parties) Cash paid during the year
B. Financing activities with no cash flow effects
Convertible bonds being converted to capital stocks
==> picture [236 x 216] intentionally omitted <==
----- Start of picture text -----
Year ended December 31
2022 2021
$ 219,147 $ 206,327
20,790 2,606
( 19,798) ( 20,790)
$ 220,139 $ 188,143
Year ended December 31
2022 2021
$ 78,366 $ 378,787
----- End of picture text -----
(33) Changes in liabilities from financing activities
| Short-term borrowings Long-term borrowings (including current portion) Bonds payable (including current portion) Lease liabilities Guarantee deposits received Long-term accounts payable |
January 1, 2022 |
Cash flows | Non-cash changes | Non-cash changes | December 31,2022 |
||
|---|---|---|---|---|---|---|---|
| Foreign exchange change |
Others | ||||||
| 99,383 $ - 285,734 428,330 26,380 961,800 1,801,627 $ |
90,644 $ 68,323 - 232,381) ( 2,988 5,184) ( 75,610) ($ |
136) ($ 979) ( - 3,361 - 9,125 11,371 $ |
- $ 2,859 75,008) ( 261,343 - - 189,194 $ |
189,891 $ 70,203 210,726 460,653 29,368 965,741 1,926,582 $ |
~74~
Non-cash changes
| Short-term borrowings Bonds payable Lease liabilities Guarantee deposits received Long-term accounts payable |
January 1, 2021 |
Cash flows | Foreign exchange change |
Others | December 31,2021 |
||
|---|---|---|---|---|---|---|---|
| 348,197 $ - 451,884 22,245 1,001,800 1,824,126 $ |
243,151) ($ 701,452 158,396) ( 4,135 40,000) ( 264,040 $ |
140) ($ - 1,684 - - 1,544 $ |
5,523) ($ 415,718) ( 133,158 - - 288,083) ($ |
99,383 $ 285,734 428,330 26,380 961,800 1,801,627 $ |
7. Related Party Transactions
(1) Names of related parties and relationship
| Names of relatedparties LEO Systems, Inc. (LEO Systems) FIC Do Brasil Ltd. (FIC Do Brasil) Amerwave Technology (Shenzhen) Co., Ltd. (Amerwave) Geointelligence Systems, Inc. (Geointelligence) Prihot Electronic (Malaysia) SDN. BHD. (Prihot) Lambert Newmedia, Inc. (Lambert Newmedia) University Venture Co., Ltd. (University Venture) eCommunications, Inc. (eCommunications) Supreme Image Limited (Supreme) Reliance Global Investments Limited (RGIL) Lohas Biotech Development Corp. (Lohas) GloryMakeup Inc. (GloryMakeup) First Communication Inc. (First Communication) China Applied Technology Co., Ltd. (China Applied ) Wang Yi De Zong Jing Investment Inc. (Zong Jing) Ho Mon Investment Inc. (Ho Mon) Chia Chao Investment Inc. (Chia Chao) WYC God-loving Foundation for Charity (GLF) |
Relationship with theGroup |
|---|---|
| Associate " " " " " The Group’s major management Other related party (substantial related party) " " " " "(Note) " " Other related party (major shareholder) " " " |
~75~
Names of related parties
Relationship with the Group
CGCH Foundation for Education (CGCHF) Via Technologies, Inc. (Via) Xander International Corp. (Xander)
Other related party Other related party (The company’s directors and the Company’s chairman are within second degree of kinship) "
- Note: First Communication was originally the Group’s associate. The Group lost its significant influence over First Communication, which became the Group’s other related party since 2021.
(2) Significant related party transactions
- A. Operating revenue
| Sales of goods: -Other related parties -Associates Service revenue: -Associates -Other related parties |
2022 2021 144,366 $ 82,289 $ 152 244 144,518 $ 82,533 $ 5,640 $ 5,640 $ 36,248 10,248 41,888 $ 15,888 $ YearendedDecember31 |
2022 2021 144,366 $ 82,289 $ 152 244 144,518 $ 82,533 $ 5,640 $ 5,640 $ 36,248 10,248 41,888 $ 15,888 $ YearendedDecember31 |
|---|---|---|
| 82,289 $ 244 |
||
| 82,533 $ |
||
| 5,640 $ 10,248 |
||
| 15,888 $ |
-
(a) Due to the diversity of the Group's product specifications, the specifications of the products sold to related parties may not be the same as those sold to non-related parties, thus, the sales prices cannot be compared. The terms of transactions with related parties are the same as those with non-related parties.
-
(b) The Group entered into consulting contracts with the above-mentioned related parties, and transaction prices and terms are made based on agreements.
B. Purchases
| Purchases of goods -Associates -Other related parties |
YearendedDecember31 | YearendedDecember31 |
|---|---|---|
| 2022 325 $ 1,952 2,277 $ |
2021 | |
| - $ 9,805 |
||
| 9,805 $ |
~76~
Purchases based on the price lists in force and terms that would be available to third parties.
- C. Receivables from related parties
| Accounts receivables: -Associates -Other related parties Finance lease receivable, net: -Associates LEO Systems Formosa21 -Other related parties GloryMakeup Lohas Others Long-term finance lease receivable, net: -Associates LEO Systems Formosa21 -Other related parties GloryMakeup Lohas Others Other receivables: -Associates -Other related parties |
December31,2022 515 $ 12,267 12,782 $ 8,480 $ 1,838 2,333 2,035 592 15,278 $ 22,094 $ 4,794 6,076 5,307 1,550 39,821 $ December31,2022 2,781 $ 1,206 3,987 $ |
December31,2021 |
|---|---|---|
| 581 $ 24,448 |
||
| 25,029 $ |
||
| 7,730 $ 1,680 2,123 1,859 544 13,936 $ |
||
| 31,248 $ 6,779 8,594 7,504 2,191 |
||
| 56,316 $ |
||
| December31,2021 | ||
| 7,336 $ 14,508 |
||
| 21,844 $ |
Other receivables from related parties arise mainly from disposal of equity and service receivables related to the logistics human resources.
As the credit term of accounts receivable from related parties exceeds normal terms, the accounts receivable were reclassified as other receivables.
~77~
December 31, 2022
December 31, 2021
Other receivables: -Associate FIC Do Brasil $ 138,758 $ 138,758 Less: Allowance for uncollectible accounts ( 138,758) ( 138,758) - - $ $
-
D. Payables to related parties:
-
Accounts payable: -Other related parties -Associates
-
Other payables: -Other related parties -Associates
| December31,2022 11,878 $ 341 12,219 $ 7,045 $ 464 7,509 $ |
December31,2021 3,263 $ - |
|---|---|
| 3,263 $ |
|
| 4,712 $ 87 |
|
| 4,799 $ |
- E. Contract liability
-Other related parties eCommunications CGCHF
| December 31, 2022 10,763 $ 10,700 21,463 $ |
December31,2021 |
|---|---|
| - $ - |
|
| - $ |
-
F. Property transaction
-
(a) Acquisition of property, plant and equipment
| -Associates -Other related parties |
2022 2021 1,128 $ 4,043 $ 2,741 - 3,869 $ 4,043 $ Year ended December 31 |
2022 2021 1,128 $ 4,043 $ 2,741 - 3,869 $ 4,043 $ Year ended December 31 |
|---|---|---|
| 2021 4,043 $ - 4,043 $ |
~78~
(b) Acquisition of intangible assets
| Year ended December | Year ended December | 31 | ||
|---|---|---|---|---|
| 2022 | 2021 | |||
| -Associates | $ | - | $ | 1,932 |
| Disposal of right-of-use assets - income from subleasing right-of-use assets: | ||||
| Year ended December | 31 | |||
| 2022 | 2021 | |||
| -Associates | $ | - |
$ | 13,963 |
| -Other related parties | - | 5,815 | ||
| $ | - |
$ | 19,778 |
- (c) Disposal of right-of-use assets - income from subleasing right-of-use assets:
G. Loans to/from related parties:
- (a) Loans to related parties
December 31, 2022 December 31, 2021
Other receivables -Associate Amerwave
| Other receivables -Associate |
December31,2022 December 31, 2021 |
December31,2022 December 31, 2021 |
December31,2022 December 31, 2021 |
December31,2022 December 31, 2021 |
|
|---|---|---|---|---|---|
| Amerwave Other receivables -Associates Amerwave |
- $ - $ Interest income Rate Interest income Rate - $ - 2,801 $ 5% Year ended December31 2022 2021 |
||||
| Interest income - $ |
Interest income 2,801 $ |
Rate | |||
| 5% |
~79~
(b) Loans from related parties
Other payables -Other related parties Ho Mon
Long-term accounts payable -Other related parties Ho Mon Zong Jing Chia Chao Supreme
==> picture [228 x 173] intentionally omitted <==
----- Start of picture text -----
December 31, 2022 December 31, 2021
-
$ 123,200 $
$ 267,860 $ 584,800
201,000 221,000
156,000 156,000
-
340,881
$ 965,741 $ 961,800
----- End of picture text -----
Other payables
-Other related parties
Ho Mon
Long-term accounts payable -Other related parties Ho Mon Zong Jing Chia Chao Supreme
| Interest income Rate Interest income Rate 41 $ 2.0% - $ - 2,395 $ 0.5% 2,924 $ 0.5% 1,068 0.5% 1,105 0.5% 780 0.5% 821 0.5% - 0.0% - 0.0% 4,243 $ 4,850 $ Year ended December 31 2022 2021 |
Interest income Rate Interest income Rate 41 $ 2.0% - $ - 2,395 $ 0.5% 2,924 $ 0.5% 1,068 0.5% 1,105 0.5% 780 0.5% 821 0.5% - 0.0% - 0.0% 4,243 $ 4,850 $ Year ended December 31 2022 2021 |
Interest income Rate Interest income Rate 41 $ 2.0% - $ - 2,395 $ 0.5% 2,924 $ 0.5% 1,068 0.5% 1,105 0.5% 780 0.5% 821 0.5% - 0.0% - 0.0% 4,243 $ 4,850 $ Year ended December 31 2022 2021 |
|---|---|---|
| 2021 | ||
| Interest income - $ 2,924 $ 1,105 821 - 4,850 $ |
Rate | |
| - 0.5% 0.5% 0.5% 0.0% |
H. Rent income
| Associates Amerwave LEO Systems Others Other related parties The Group’s major management |
YearendedDecember31 | YearendedDecember31 |
|---|---|---|
| 2022 11,502 $ 3,878 248 678 72 16,378 $ |
2021 | |
| 13,386 $ 11,942 2,073 4,644 72 |
||
| 32,117 $ |
~80~
The rental prices of the Group and its related parties are based on the rental rates in the neighbourhood, and the rent is receivable monthly.
- I. Other income
| -Associates -Other related parties |
2022 2021 2,168 $ 3,353 $ 86 - 2,254 $ 3,353 $ YearendedDecember31 |
|---|---|
Other income is mainly from the service revenue related to the logistics human resources.
J. Operating expenses
| -Other related parties -Associates |
2022 2021 27,614 $ 29,549 $ 190 95 27,804 $ 29,644 $ YearendedDecember31 |
2022 2021 27,614 $ 29,549 $ 190 95 27,804 $ 29,644 $ YearendedDecember31 |
|---|---|---|
| 29,549 $ 95 |
||
| 29,644 $ |
Operating expenses are mainly from the sales commission and miscellaneous.
-
K. Equity transactions
-
(a) In January 2022, the Group sold 232 thousand shares of its subsidiary, UBIQCONN TECHNOLOGY, INC., to the employees for the Company’s operation needs and the Group’s operating plan requirements. Refer to Note 6(31) for details.
-
(b) In order to simplify the investment structure, the Group sold 17.28% of the shares of China Applied Technology Co., Ltd. to other related party - Reliance Global Investments Limited at a carrying amount of $13,692 in October 2021, and reclassified the other equity accounted for as shareholders' equity to dispose of investment gains of $3,475 for the year ended December 31, 2021.
(3) Key management compensation
| Salaries and other short-term employee benefits Post-employment benefits |
Year ended December31 | Year ended December31 |
|---|---|---|
| 2022 43,408 $ 247 43,655 $ |
2021 | |
| 36,544 $ 354 |
||
| 36,898 $ |
~81~
8. Pledged Assets
The Group’s assets pledged as collateral are as follows:
| Book | value | ||||
|---|---|---|---|---|---|
| Pledged assets | December31,2022 | December | 31,2021 | Purpose | |
| Financial assets | $ | 90,386 |
$ | 81,763 |
Bank borrowings and |
| measured at amortised | endorsements/ | ||||
| cost - current | guarantees and | ||||
| guarantee for foreign | |||||
| exchange forward | |||||
| contract | |||||
| Guarantee of borrowings | |||||
| Guarantee deposits paid | 19,654 | - |
from non-financial | ||
| institutions | |||||
| Property, plant | Bank borrowings | ||||
| and equipment | 20,849 | - | |||
| Land (shown as | Bank borrowings | ||||
| ‘right-of-use assets') | 12,192 | - | |||
| Investment property | 39,986 | 41,257 | Bank borrowings | ||
| $ | 183,067 | $ | 123,020 |
9. Significant Contingent Liabilities and Unrecognised Contract Commitments
(a) Contingencies
None.
(b) Commitments
The Company issued a letter of commitment to the Land Bank of Taiwan for the loan to its subsidiary, Ubiqconn Technology, Inc., in 2021, stating the following:
During the lifetime of the credit contract, the Company promised to directly or indirectly hold at least 50% of the total issued shares of the borrower, assist the borrower to maintain normal operations and sound and appropriate financial ability, and supervise the borrower to repay the debt of the credit contract. In the event of any breach of contract by the borrower, the Company promised to take necessary measures to assist the borrower so that the borrower can perform the obligations of the credit contract on time.
10. Significant Disaster Loss
None.
11. Significant Events after the Balance Sheet Date
- A. On February 21, 2023, the Company subscribed 9,000 thousand series B preferred shares issued for
~82~
the capital increase of Mobility Technology Group Inc., a British Cayman Islands company, with a par value of US$1 (in dollars) per share. The investment amount was US$9,000 thousand.
-
B. Details of the appropriation of 2022 earnings as proposed by the Board of Directors on March 29, 2023 are provided in Note 6(9).
-
C. On March 29, 2023, the Company’s Board of Directors resolved to increase its capital increase by issuing 10,000 thousand new shares in 2023 at a tentatively expected issue price of $40, totalling $400,000.
-
D. On March 29, 2023, the Company’s Board of Directors resolved to issue the second domestic unsecured convertible bonds, with an upper limit of 6,000 bonds at a par value of $100 per bond. The estimated total issuance amount was $600,000 and those bonds were issued at 100%~101% of face value.
12. Others
(1) Capital management
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximizing the return to shareholders through the optimization of the debt and equity balance.
The Group’s capital structure comprises net debt (pertaining to borrowings, net of cash and cash equivalents) and equity attributable to owners of parent (pertaining to share capital, capital surplus, retained earnings and other equity items).
(2) Financial instruments
A. Financial instruments by category
| Financial assets Financial assets at fair value through profit or loss Financial assets mandatorily measured at fair value through profit or loss Financial assets measured at fair value through other comprehensive income Designation of equity instrument |
December 31, 2022 4,493 $ 21,251 $ |
December31,2021 |
|---|---|---|
| 20,931 $ |
||
| 19,372 $ |
~83~
| Financial assets at amortised cost Cash and cash equivalents Financial assets at amortised cost Notes receivable Accounts receivable Accounts receivable-related parties Finance lease receivable -related parties Other receivables Other receivables-related parties Long-term finance lease receivable-related parties Guarantee deposits paid Financial liabilities Financial liabilities at amortised cost Short-term borrowings Notes payable Accounts payable Accounts payable-related parties Other payables Other payables-related parties Bond payables (including current portion) Long-term borrowings (including current portion) Guarantee deposits received Long-term notes and accounts payable Lease liabilities-current Lease liabilities-non-current |
December31,2022 1,347,873 $ 106,510 89,587 2,804,466 12,782 15,278 65,420 3,987 39,821 82,754 4,568,478 $ December31,2022 189,891 $ 307 1,816,000 12,219 557,891 130,709 - 280,929 29,368 965,741 3,983,055 $ 229,192 $ 231,461 460,653 $ |
December31,2021 1,153,318 $ 98,869 82,342 2,427,041 25,029 13,936 53,300 21,844 56,316 48,527 |
|---|---|---|
| 3,980,522 $ |
||
| December31,2021 | ||
| 99,383 $ 2,002 2,156,884 3,263 501,972 4,799 285,734 - 26,380 961,800 |
||
| 4,042,217 $ |
||
| 171,344 $ 256,986 |
||
| 428,330 $ |
B. Financial risk management policies
(a) The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk. To minimise any adverse effects on the financial performance of the Group, derivative financial instruments, such as foreign exchange forward contracts is used to hedge certain exchange rate risk
~84~
-
(b) Group treasury identifies, evaluates and hedges financial risks in close co-operation with the Group’s operating units.
-
C. Significant financial risks and degrees of financial risks
-
(a) Market risk
Exchange rate risk
-
i. The Group operates internationally and is exposed to exchange rate risk arising from the transactions of the Company and its subsidiaries used in various functional currency, primarily with respect to the USD and RMB. Foreign exchange rate risk arises from future commercial transactions and recognised assets and liabilities.
-
ii. The Group are required to hedge their entire foreign exchange risk exposure with Group treasury. Exchange rate risk is measured through a forecast of highly probable USD and RMB expenditures.
-
iii. The Group’s businesses involve some non-functional currency operations (the Company’s and certain subsidiaries’ functional currency: NTD; other certain subsidiaries’ functional currency: USD and RMB). The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:
December 31, 2022
| (Foreign currency: functional currency) Financial assets Monetary items USD : NTD USD : RMB RMB : NTD RMB : USD Financial liabilities Monetary items USD : NTD USD : RMB RMB : USD |
Foreign currency amount (Inthousands) Exchangerate 122,689 $ 30.7100 124,162 30.7100 3,146 4.4080 13,188 4.4080 117,982 $ 30.7100 89,744 30.7100 227,407 4.4080 |
Book value (NTD) (inthousand) |
|---|---|---|
| 3,767,779 $ 3,813,015 13,868 58,133 3,623,227 $ 2,756,038 1,002,410 |
||
~85~
December 31, 2021
| Foreign currency | Foreign currency | Book value | |||
|---|---|---|---|---|---|
| (Foreign currency: | amount | (NTD) | |||
| functional currency) | (Inthousands) | Exchangerate | (inthousand) | ||
| Financial assets | |||||
| Monetary items | |||||
| USD : NTD | $ | 246,008 |
27.6800 | $ | 6,809,501 |
| USD : RMB | 180,184 |
27.6800 | 4,987,493 | ||
| RMB : NTD | 850 |
4.3440 | 3,692 |
||
| RMB : USD | 12,527 | 4.3440 |
54,417 | ||
| Financial liabilities | |||||
| Monetary items | |||||
| USD : NTD | $ | 238,969 |
27.6800 | $ | 6,614,662 |
| USD : RMB | 205,022 | 27.6800 | 5,675,009 | ||
| RMB : USD | 171,164 | 4.3440 |
743,536 |
-
iv. The unrealised total exchange gain, including realised and unrealised, arising from significant foreign exchange variation on the monetary items held by the Group for the years ended December 31, 2022 and 2021, amounted to $107,204 and $31,488, respectively.
-
v. Analysis of foreign currency market risk arising from significant foreign exchange variation:
| (Foreign currency: functional currency) Financial assets Monetary items USD:NTD USD:RMB RMB:NTD RMB:USD Financial liabilities Monetary items USD:NTD USD:RMB RMB:USD |
Year | ended December 31,2022 | ended December 31,2022 |
|---|---|---|---|
| Sensitivityanalysis | |||
| Degree of variation |
Effect on profit or loss |
Effect on other comprehensive income |
|
| 1% 1% 1% 1% 1% 1% 1% |
$ 37,678 38,130 139 581 $ 36,232 27,560 10,024 |
$ - - - - $ - - - |
|
~86~
| Year | ended December 31, | ended December 31, | 2021 | |||
|---|---|---|---|---|---|---|
| Sensitivityanalysis | ||||||
| Effect on other | ||||||
| (Foreign currency: | Degree of | Effect on profit | comprehensive | |||
| functional currency) | variation | or loss | income | |||
| Financial assets | ||||||
| Monetary items | ||||||
| USD:NTD | 1% | $ | 68,095 |
$ | - | |
| USD:RMB | 1% | 49,875 |
- | |||
| RMB:NTD | 1% | 37 | - | |||
| RMB:USD | 1% | 544 | - | |||
| Financial liabilities | ||||||
| Monetary items | ||||||
| USD:NTD | 1% | $ | 66,147 |
$ | - | |
| USD:RMB | 1% | 56,750 |
- | |||
| RMB:USD | 1% | 7,435 |
- |
Price risk
-
i. The Group’s equity securities, which are exposed to price risk, are the held financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income. To manage its price risk arising from investments in equity securities, the Group diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Group.
-
ii. The Group’s investments in equity securities comprise shares issued by the domestic companies. The prices of equity securities would change due to the change of the future value of investee companies. If the prices of these equity securities had increased/decreased by 1% with all other variables held constant, post-tax profit for the years ended December 31, 2022 and 2021 would have increased/decreased by $34 and $190, respectively, as a result of gains/losses on equity securities classified as at fair value through profit or loss. Other components of equity would have increased/decreased by $213 and $194, respectively, as a result of other comprehensive income classified as available-for-sale equity investment and equity investment at fair value through other comprehensive income.
Cash flow and fair value interest rate risk
- i. The Group’s main interest rate risk arises from long-term borrowings with variable rates, which expose the Group to cash flow interest rate risk. During 2022 and 2021, the Group’s borrowings at variable rate were mainly denominated in New Taiwan dollars, US Dollars and Chinese Yuan.
~87~
-
ii. The Group’s borrowings are measured at amortised cost. The borrowings are periodically contractually repriced and to that extent are also exposed to the risk of future changes in market interest rates.
-
iii. If the borrowing interest rate had increased/decreased by 1% with all other variables held constant, profit after tax for the years ended December 31, 2022 and 2021 would have increased/decreased by $2,601 and $994, respectively. Changes in interest expense mainly results from floating rate borrowings.
(b) Credit risk
-
i. Credit risk refers to the risk of financial loss to the Group arising from default by the clients or counterparties of financial instruments on the contract obligations. The main factor is that counterparties could not repay in full the contract cash flows of accounts receivable based on the agreed terms.
-
ii. The Group manages its credit risk taking into consideration the entire group’s concern. According to the Group’s credit policy, each local entity in the Group is responsible for managing and analysing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings in accordance with limits set by the Board of Directors. The utilisation of credit limits is regularly monitored.
-
iii. The Group adopts the assumptions under IFRS 9, the default occurs when the contract payments are past due over 90 days.
-
iv. The Group adopts following assumptions under IFRS 9 to assess whether there has been a significant increase in credit risk on that instrument since initial recognition:
If the contract payments were past due over 30 days based on the terms, there has been a significant increase in credit risk on that instrument since initial recognition.
-
v. The Group classifies customer’s accounts receivable in accordance with credit risk on trade. The Group applies the modified approach using a provision matrix based on the loss rate methodology to estimate expected credit loss.
-
vi. The Group wrote-off the financial assets, which cannot be reasonably expected to be recovered, after initiating recourse procedures. However, the Group will continue executing the recourse procedures to secure their rights. On December 31, 2022 and 2021, the Group had no written-off financial assets that are still under recourse procedures.
-
vii. The expected loss rate for well-reputed customers of group A is 0.2%. For the years ended December 31, 2022 and 2021, the total book value of accounts receivable amounted to $1,591,767 and $1,432,477, and loss allowance amounted to $2,738 and
~88~
$2,542, respectively.
-
viii. The expected loss rate for well-reputed customers of group B is 0.2%~15%. For the years ended December 31, 2022 and 2021, the total book value of accounts receivable amounted to $0 and $447,076, and loss allowance amounted to $0 and $3,723, respectively.
-
ix. The Group used the forecastability of Business Indicators Database and Basel Committee on Banking Supervision to adjust historical and timely information to assess the default possibility of notes and accounts receivable (including related parties) from the fair credit condition customers of the group C and D. On December 31, 2022 and 2021, the provision matrix is as follows:
(i) Group C
(ii) Group D
| December 31, 2022 Not past due Up to 30 days 31 to 90 days 61 to 90 days 91 to 180 days Over 180 days December 31, 2021 Not past due Up to 30 days 31 to 90 days 61 to 90 days 91 to 180 days Over 180 days December31,2022 Not past due Up to 30 days 31 to 90 days 61 to 90 days 91 to 180 days Over 180 days |
Expected loss rate 0.2%~0.55% 0.2%~2.15% 0.2%~39.24% 0.2%~100% 100% 100% Expected loss rate 0%~0.74% 0%~3.46% 0%~39.24% 0%~100% 100% 100% Expectedlossrate 2.43% 7.29% 22.38% 36.03% 100% 100% |
Total bookvalue 744,157 $ 137,680 13,608 2,454 23,922 17,364 939,185 $ Total book value 529,798 $ 119,950 13,913 6,448 8,070 15,057 693,236 $ Totalbookvalue 306,598 $ 148,434 - - - - 455,032 $ |
Loss allowance |
|---|---|---|---|
| 5,281 $ 7,128 3,361 1,843 23,884 17,331 |
|||
| 58,828 $ |
|||
| Loss allowance | |||
| 2,925 $ 2,328 2,283 1,469 8,070 15,037 |
|||
| 32,112 $ |
|||
| Loss allowance | |||
| 7,859 $ 9,724 - - - - |
|||
| 17,583 $ |
~89~
-
x. Based on historical experience, the Group applies individual assessment to evaluate expected credit loss of the high-credit risk customers from group E. On December 31, 2022 and 2021, accounts receivable amounted to $2,277 and $2,277 and loss allowance amounted to $2,277 and $2,277, respectively.
-
xi. Movements in relation to the Group applying the modified approach to provide loss allowance for notes and accounts receivable (including related parties) are as follows:
2022
| At January 1 Provision for impairment loss Effect of foreign exchange At December 31 At January 1 Reversal of impairment loss Write-offs Effect of foreign exchange At December 31 |
Notes and accounts receivable (including related parties) |
|---|---|
| $ 40,654 38,366 2,406 $ 81,426 2021 |
|
| Notes and accounts receivable (including related parties) |
|
| $ 63,545 ( 20,073) ( 2,173) ( 645) $40,654 |
For provisioned loss in 2022 and 2021, the impairment losses and reversal of impairment loss arising from customers’ contracts are $38,366 and ($20,073), respectively.
-
xii. The financial assets at amortised cost and other financial assets held by the Group are the bank deposits and restricted bank deposits with maturity term of over three months, and no material issues of credit rating levels were incurred, also there were no material expected credit loss.
-
xiii. The amount of other receivables and expected credit gains (losses) on December 31, 2022 and 2021 after the recoverability assessment were $65,420 and $14,688, $53,300 and ($6,085), respectively.
~90~
(c) Liquidity risk
-
i. Cash flow forecasting is performed in the operating entities of the Group and aggregated by Group treasury. Group treasury monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs.
-
ii. The table below analyses the Group’s non-derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.
| December31,2022 | Less than 1year | Between 1and 5 years |
Over5 years |
|---|---|---|---|
| Non-derivative financial liabilities Short-term borrowings Notes payable Accounts payable (including related parties) Other payables (including related parties) Bonds payable (including current portion) Lease liabilities Long-term borrowings (including current portion) Long-term notes and accounts payable |
190,396 $ 307 1,828,219 688,600 217,100 239,693 33,167 - |
- $ - - - - 237,575 40,230 976,430 |
- $ - - - - - - - |
~91~
| December31,2021 | Less than 1year Between 1and 5 years 99,383 $ - $ 2,002 - 2,160,147 - 506,771 - - 299,600 181,576 266,764 - 968,786 |
Over5 years |
|---|---|---|
| Non-derivative financial liabilities Short-term borrowings Notes payable Accounts payable (including related parties) Other payables (including related parties) Bonds payable Lease liabilities Long-term notes and accounts payable |
- $ - - - - - - |
(3) Fair value information
-
A. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:
-
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the Group’s investment in listed stocks is included in Level 1.
-
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The fair value of the Group’s investment in derivative instruments is included in Level 1.
-
Level 3: Unobservable inputs for the asset or liability. The fair value of the Group’s investment in equity investment without active market is included in Level 3.
-
B. Financial instruments not measured at fair value
The carrying amounts of cash and cash equivalents, notes receivable, accounts receivable (including related parties), other receivables (including related parties), long-term notes and accounts receivable, short-term borrowings, notes payable, other payables (including related
~92~
parties), other payables (including related parties), bonds payable, lease liabilities and long-term notes and accounts payable are approximate to their fair values.
-
C. The related information on financial and non-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities at December 31, 2022 and 2021 are as follows:
-
(a) The related information on the nature of the assets and liabilities is as follows:
| December31,2022 Assets Recurring fair value measurements Financial assets at fair value through profit or loss Equity securities Derivative instruments -Call/put options of bonds Financial assets at fair value through other comprehensive income Equity securities |
Level 1 3,364 $ - - 3,364 $ |
Level 2 - $ - - - $ |
Level3 - $ 1,129 21,251 22,380 $ |
Total |
|---|---|---|---|---|
| 3,364 $ 1,129 21,251 |
||||
| 25,744 $ |
~93~
| December31,2021 Assets Recurring fair value measurements Financial assets at fair value through profit or loss Equity securities Derivative instruments -Call/put options of bonds Financial assets at fair value through other comprehensive income Equity securities |
Level 1 19,044 $ - - 19,044 $ |
Level 2 - $ - - - $ |
Level3 - $ 1,887 19,372 21,259 $ |
Total |
|---|---|---|---|---|
| 19,044 $ 1,887 19,372 |
||||
| 40,303 $ |
-
(b) The methods and assumptions the Group used to measure fair value are as follows:
-
i. The instruments the Group used market quoted prices as their fair values (that is, Level 1) are listed below by characteristics:
| Listed stocks | |
|---|---|
| Market quoted price | Closing price |
-
ii. Except for financial instruments with active markets, the fair value of other financial instruments is measured by using valuation techniques or by reference to counterparty quotes.
-
iii. When assessing non-standard and low-complexity financial instruments, the Group adopts valuation technique that is widely used by market participants. The inputs used in the valuation method to measure these financial instruments are normally observable in the market.
-
iv. The valuation of derivative financial instruments is based on valuation model widely accepted by market participants, such as present value techniques. Forward exchange contracts are usually valued based on the current forward exchange rate.
~94~
-
v. The output of valuation model is an estimated value and the valuation technique may not be able to capture all relevant factors of the Group’s financial and non-financial instruments. As a result, the estimate generated by valuation model will be slightly adjusted based on additional inputs, such as model risk or liquidity risk . In accordance with the Group’s management policies and relevant control procedures relating to the valuation models used for fair value measurement, management believes adjustment to valuation is necessary in order to reasonably represent the fair value of financial and non-financial instruments at the consolidated balance sheet. The inputs and pricing information used during valuation are carefully assessed and adjusted based on current market conditions.
-
D. For the years ended December 31, 2022 and 2021, there was no transfer between Level 1 and Level 2.
-
E. The following chart is the movement of Level 3 for the years ended December 31, 2022 and 2021:
2022
| At January 1 Gains and losses recognised in profit or loss Recorded as non-operating income and expenses Gains and losses recognised in other comprehensive income Recorded as unrealised gains (losses) on valuation of investments in equity instruments measured at fair value through other comprehensive income Converted during the year At December 31 |
Equityinstruments 19,372 $ - 1,879 - 21,251 $ |
Call/put options of bonds Total 1,887 $ 21,259 $ 95) ( 95) ( - 1,879 663) ( 663) ( 1,129 $ 22,380 $ |
|---|---|---|
~95~
2021
| At January 1 Gains and losses recognised in profit or loss Recorded as non-operating income and expenses Gains and losses recognised in other comprehensive income Recorded as unrealised gains (losses) on valuation of investments in equity instruments measured at fair value through other comprehensive income Issued during the year Converted during the year At December 31 |
Equityinstruments Call/put options ofbonds Total 18,292 $ - $ 18,292 $ - 3,640 3,640 1,080 - 1,080 - 770 770 - 2,523) ( 2,523) ( 19,372 $ 1,887 $ 21,259 $ |
|---|---|
- F. For the years ended December 31, 2022 and 2021, there was no transfer into or out from Level 3.
G. Treasury segment is in charge of valuation procedures for fair value measurements being categorised within Level 3, which is to verify independent fair value of financial instruments. Such assessment is to ensure the valuation results are reasonable by applying independent information to make results close to current market conditions, confirming the resource of information is independent, reliable and in line with other resources and making any other necessary adjustments to the fair value.
Treasury segment set up valuation policies, valuation processes and rules for measuring fair value of financial instruments and ensure compliance with the related requirements in IFRS.
~96~
- H. The following is the qualitative information of significant unobservable inputs and sensitivity analysis of changes in significant unobservable inputs to valuation model used in Level 3 fair value measurement:
| Non-derivative equity instrument: Unlisted shares Derivative instrument: Call/put options of bonds |
Fair value at December 31, 2022 |
Valuation technique Significant unobservable input Market comparable companies Price to book ratio multiple, discount for lack of marketability The Binomial- Tree approach to convertible bonds Volatility rate |
Range (weighted average) |
Relationship of inputs to fair value |
|---|---|---|---|---|
| $ 21,251 $ 1,129 |
3.88 ~ 26.13 57.68% |
The higher the multiple, the higher the fair value; the higher the discount for lack of marketability, the lower the fair value The higher the price volatility, the higher the fair value |
~97~
Fair value at Significant Range Relationship of December 31, Valuation unobservable (weighted inputs to fair 2021 technique input average) value Non-derivative equity instrument: Unlisted shares $ 19,372 Market Price to book 6.03 ~ 21.08 The higher the comparable ratio multiple, multiple, the companies discount for higher the fair lack of value; the marketability higher the discount for lack of marketability, the lower the fair value Derivative instrument: Call/put options of $ 1,887 The BinomialVolatility rate 64.16% The higher the bonds Tree approach price volatility, to convertible the higher the bonds fair value
- I. The Group has carefully assessed the valuation models and assumptions used to measure fair value. However, use of different valuation models or assumptions may result in different measurement.
(4) Assessment of Covid-19 outbreak
Due to Covid-19 outbreak and numbers of the government's epidemic prevention measures, as of December 31, 2022, there was no significant impact on the operations arising from the epidemic outbreak and the prevention measures under the Group’s assessment. The Group adopted countermeasures accordingly and continually manages related affairs to prevent the spread of the epidemic from affecting Company’s operations.
13. Supplementary Disclosures
(1) Significant transactions information
-
A. Loans to others: Refer to table 1.
-
B. Provision of endorsements and guarantees to others: Refer to table 2.
-
C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Refer to table 3.
~98~
-
D. Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of FICG 's paid-in capital: None.
-
E. Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more: None.
-
F. Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more: None.
-
G. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: Refer to table 4.
-
H. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: Refer to table 5.
-
I. Trading in derivative instruments undertaken during the reporting periods: Refer to Note 6(2).
-
J. Significant inter-company transactions during the reporting periods: Refer to table 6.
(2) Information on investees
Names, locations and other information of investee companies (not including investees in Mainland China): Refer to table 7.
(3) Information on investments in Mainland China
-
A. Basic information: Refer to table 8.
-
B. Significant transactions, either directly or indirectly through a third area, with investee companies in the Mainland Area: Refer to table 6.
(4) Major shareholders information
Major shareholders information: Refer to table 9.
14. Segment Information
(1) General information
The Group is engaged in research and development, production and sales of automotive electronics, surveillance product and the industrial computers, electronic contract manufacturing of computers and server products and leasing real estate, which was the information reported to the chief operating decision-maker for the purpose of resource allocation and the assessment of segment performance. The Group focused on the differences in law and regulation in different countries which required different marketing strategies.
~99~
The reportable segments are as follows:
-
A. 3CEMS and its subsidiaries
-
B. Ubiqconn and its subsidiaries
-
C. FIC Inc. and its subsidiaries
-
D. Other companies
(2) Measurement of segment information
The Group’s segment is measured with revenue and the operating profit, which is used as a basis for the Group in assessing the performance of operating segments. The accounting policies of the operating segments are in agreement with the significant accounting policies summarised in Note 4. The Group did not provide the amounts of total assets and total liabilities to chief operating decisionmaker.
(3) Information about segment profit or loss, assets and liabilities
The segment information provided to the chief operating decision-maker for the reportable segments is as follows:
| Year ended December 31, 2022 |
3CEMS and its subsidiaries |
Ubiqconn and its subsidiaries |
FIC Inc. and its subsidiaries |
Other companies |
Adjustments and write-offs |
Total | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue from external customers Service revenue from external customers Rental income from external customers Inter-segment revenue Segment revenue Segment income (loss) Segment income (loss) including: Depreciation and amortisation |
7,460,072 $ - 60,949 1,411,517 8,932,538 $ 248,731 $ 442,046 $ |
3,243,179 $ 71,132 - 724 3,315,035 $ 192,990 $ 48,346 $ |
1,486,534 $ 39,457 81,472 13,144 1,620,607 $ 26,945) ($ 41,758 $ |
- $ 5,640 - 14,327 19,967 $ 209) ($ 58 $ |
- $ - - 1,439,712) ( 1,439,712) ($ 10,294 $ 1,939) ($ |
12,189,785 $ 116,229 142,421 - 12,448,435 $ 424,861 $ 530,269 $ |
~100~
| Year ended December 31, 2021 |
3CEMS and its subsidiaries |
Ubiqconn and its subsidiaries FIC Inc. and its subsidiaries 3,176,254 $ 967,518 $ 29,522 44,188 - 80,456 8,218 89,038 3,213,994 $ 1,181,200 $ 104,860 $ 62,165) ($ 29,761 $ 57,722 $ |
Other companies |
Adjustments and write-offs |
Total | |||
|---|---|---|---|---|---|---|---|---|
| Revenue from external customers Service revenue from external customers Rental income from external customers Inter-segment revenue Segment revenue Segment income (loss) Segment income (loss) including: Depreciation and amortisation |
5,669,229 $ 14,851 52,273 1,652,640 7,388,993 $ 100,910 $ 334,460 $ |
- $ 5,700 - 13,378 19,078 $ 2,500 $ - $ |
- $ - - 1,763,274) ( 1,763,274) ($ 14,338 $ - $ |
9,813,001 $ 94,261 132,729 - 10,039,991 $ 160,443 $ 421,943 $ |
(4) Reconciliation for segment income (loss)
-
A. Sales between segments are carried out at arm’s length. The revenue from external customers reported to the chief operating decision-maker is measured in a manner consistent with that in the statement of comprehensive income.
-
B. A reconciliation of reportable segment income or loss to the income/(loss) before tax from continuing operations is provided as follows:
| Segments income/(loss) Non-operating income and expenses Income/(loss) before tax from continuing operations |
Year ended December31 | Year ended December31 |
|---|---|---|
| 2022 424,861 $ 339,631 764,492 $ |
2021 | |
| 160,443 $ 238,359 |
||
| 398,802 $ |
~101~
(5) Information on products and services
Details of revenue are as follows:
| Year ended | December | 31 | ||
|---|---|---|---|---|
| 2022 | 2021 | |||
| Sales revenue | $ | 12,189,785 |
$ | 9,813,001 |
| Service revenue | 116,229 | 94,261 |
||
| Rental of real estate revenue | 142,421 |
132,729 |
||
| $ | 12,448,435 |
$ | 10,039,991 |
(6) Geographical information
Geographical information for the years ended December 31, 2022 and 2021 is as follows:
Year ended December 31
| Taiwan US Malaysia China Others |
Revenue Non-current assets 3,359,565 $ 229,939 $ 2,389,549 390 2,364,950 - 1,401,226 1,687,394 2,933,145 - 12,448,435 $ 1,917,723 $ 2022 |
Revenue Non-current assets 3,359,565 $ 229,939 $ 2,389,549 390 2,364,950 - 1,401,226 1,687,394 2,933,145 - 12,448,435 $ 1,917,723 $ 2022 |
Revenue Non-current assets 2,871,271 $ 250,825 $ 2,062,098 703 1,570,382 - 1,084,316 1,713,255 2,451,924 - 10,039,991 $ 1,964,783 $ 2021 |
|
|---|---|---|---|---|
| Revenue | ||||
| 3,359,565 $ 2,389,549 2,364,950 1,401,226 2,933,145 12,448,435 $ |
(7) Major customer information
Major customer information of the Group for the years ended December 31, 2022 and 2021 is as follows:
| A C B |
Revenue Percentage of operating revenue Revenue Percentage of operating revenue 3,032,721 $ 24% 2,570,024 $ 26% 2,483,369 20% 2,442,580 24% 2,356,471 19%1,550,347 15%7,872,561 $ 63% 6,562,951 $ 65% YearendedDecember31 2022 2021 |
Revenue Percentage of operating revenue Revenue Percentage of operating revenue 3,032,721 $ 24% 2,570,024 $ 26% 2,483,369 20% 2,442,580 24% 2,356,471 19%1,550,347 15%7,872,561 $ 63% 6,562,951 $ 65% YearendedDecember31 2022 2021 |
Revenue Percentage of operating revenue Revenue Percentage of operating revenue 3,032,721 $ 24% 2,570,024 $ 26% 2,483,369 20% 2,442,580 24% 2,356,471 19%1,550,347 15%7,872,561 $ 63% 6,562,951 $ 65% YearendedDecember31 2022 2021 |
Revenue Percentage of operating revenue Revenue Percentage of operating revenue 3,032,721 $ 24% 2,570,024 $ 26% 2,483,369 20% 2,442,580 24% 2,356,471 19%1,550,347 15%7,872,561 $ 63% 6,562,951 $ 65% YearendedDecember31 2022 2021 |
Revenue Percentage of operating revenue Revenue Percentage of operating revenue 3,032,721 $ 24% 2,570,024 $ 26% 2,483,369 20% 2,442,580 24% 2,356,471 19%1,550,347 15%7,872,561 $ 63% 6,562,951 $ 65% YearendedDecember31 2022 2021 |
|
|---|---|---|---|---|---|---|
| Revenue Percentage of operating revenue 3,032,721 $ 24% 2,483,369 20% 2,356,471 19%7,872,561 $ 63% 2022 |
||||||
| Revenue | Revenue | |||||
| 3,032,721 $ 2,483,369 2,356,471 7,872,561 $ |
24% 20% 19% |
2,570,024 $ 2,442,580 1,550,347 6,562,951 $ |
26% 24% 15% |
|||
| 63% | 65% |
~102~
Table 1
FIC GLOBAL, INC. AND SUBSIDIARIES
Loans to others
Year ended December 31, 2022
Expressed in thousands of NTD (Except as otherwise indicated)
| No. (Note 1) |
Creditor | Borrower | General ledger account |
Is a related party |
Maximum outstanding balance during the year ended December 31,2022 |
Balance at December 31,2022 |
Actual amount drawn down |
Interest rate |
Nature of loan (Note 2) |
Amount of transactions with the borrower |
Reason for short -term financing |
Allowance for doubtful accounts |
Collateral | Collateral | Limit on loans granted to a singleparty |
Ceiling on total loans granted |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | ||||||||||||||||
| 0 1 2 3 4 5 6 7 8 9 |
FICG FIC, Inc. FIC Holding Brilliant FICTA Prime Danriver Danriver GZ 3CEMS Danriver System GZ |
Ubiqconn FICG Access Access Access Prime Base FICG FIC, Inc. Broad PUG Broad Amertek Danriver Prime GZ Danriver System Prime Base Danriver System Amertek |
Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables |
Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes |
326,570 $ 1,110 42,994 73,947 555,851 61,420 140,000 105,000 272,244 82,917 368,520 260,072 276,390 26,448 162,763 15,355 344,259 85,956 |
- $ - 21,497 73,947 555,851 61,420 - 65,000 158,617 82,917 368,520 260,072 276,390 26,448 162,763 - 344,259 85,956 |
- $ - 21,497 73,947 555,851 61,420 - 65,000 158,617 82,917 342,417 260,072 267,693 26,448 162,763 - 332,344 85,956 |
1.5 1.315 5.3 0.6 4.9764 1.5-4.4 1.565 1.94 0.8 0.8 0.8 0.8-4.75 0-0.8 4.75 0.8-4.67 0.8 0-0.8 0.8-4.75 |
2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 |
- $ - - - - - - - - - - - - - - - - |
For operational need For operational need For operational need For operational need For operational need For operational need For operational need For operational need For operational need For operational need For operational need For operational need For operational need and past due accounts receivable For operational need For operational need For operational need For operational need and past due accounts receivable For operational need |
- $ - - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - - - |
- $ - - - - - - - - - - - - - - - - - |
969,407 $ 292,902 292,902 244,543 4,207,566 202,223 202,223 202,223 4,643,603 1,241,932 1,241,932 970,973 970,973 970,973 1,549,197 1,549,197 642,562 642,562 |
1,292,542 $ 390,537 390,537 326,058 5,610,088 231,112 231,112 231,112 6,191,470 1,655,909 1,655,909 1,294,631 1,294,631 1,294,631 1,549,197 1,549,197 856,749 856,749 |
Note 3 Note 3 Note 3 Note 5 Note 5 Note 4 Note 4 Note 4 Note 7 Note 7 Note 7 Note 7 Note 7 Note 7 Note 6 Note 6 Note 7 Note 7 |
Table 1, Page 1
Table 1
FIC GLOBAL, INC. AND SUBSIDIARIES
Loans to others
Year ended December 31, 2022
Expressed in thousands of NTD (Except as otherwise indicated)
| No. (Note 1) |
Creditor | Borrower | General ledger account |
Is a related party |
Maximum outstanding balance during the year ended December 31,2022 |
Balance at December 31,2022 |
Actual amount drawn down |
Interest rate |
Nature of loan (Note 2) |
Amount of transactions with the borrower |
Reason for short -term financing |
Allowance for doubtful accounts |
Collateral | Collateral | Limit on loans granted to a singleparty |
Ceiling on total loans granted |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | ||||||||||||||||
| 10 11 12 13 14 15 16 |
Prime GZ Broad GZ Amertek Access Prime Base PUG Fic SZ |
Amertek Broad Amertek Prime GZ PUG Fic SZ PUG Danriver System Prime Base Brilliant Access Prime GZ |
Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables |
Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes |
30,856 $ 890,394 268,888 17,632 921,300 399,230 95,654 162,763 168,905 39,923 21,497 79,344 |
- $ 890,394 268,888 17,632 - 399,230 - - 72,169 39,923 21,497 79,344 |
- $ 756,342 268,888 17,632 - 381,893 - - 72,169 39,923 21,497 79,344 |
0.8-4.75 0.00-1.75 0.8-4.75 4.75 0 0 0.8 0.8 0.8 3.6 3.6 4.35 |
2 2 2 2 2 2 2 2 2 2 2 2 |
- $ - - - - - - - - - - |
For operational need For operational need and past due accounts receivable For operational need For operational need Past due accounts receivable Past due accounts receivable For operational need For operational need For operational need For operational need For operational need For operational need |
- $ - - - - - - - - - - - |
- - - - - - - - - - - - |
- $ - - - - - - - - - - - |
5,016,859 $ 1,682,691 1,682,691 1,682,691 1,995,111 1,547,784 422,662 4,392,841 4,392,841 1,171,424 1,171,424 174,418 |
6,689,145 $ 2,243,588 2,243,588 2,243,588 2,660,148 2,063,712 563,549 5,857,121 5,857,121 1,171,424 1,171,424 232,558 |
Note 7 Note 7 Note 7 Note 7 Note 7 Note 5 Note 7 Note 7 Note 7 Note 6 Note 6 Note 3 |
Note 1: The numbers filled in for the loans provided by the Company or subsidiaries are as follows:
(1) The Company is ‘0’.
(2) The subsidiaries are numbered in order starting from ‘1’
Note 2: The column of ‘Nature of loan’ shall fill in ‘Business transaction or ‘Short-term financing’.
(1) Business association is labeled as ‘1’
(2) Short-term financing is labeled as ‘2’.
Note 3: According to the FICG’s and the investees’ “Regulations for Provision of Loans”, the limit on loans granted to a single party shall not exceed 30% of the investees’ net assets value, and the ceiling on total loans shall not exceed 40% of the investees' net assets value.
Note 4: According to the investees'“Regulations for Provision of Loans”, the limit on loans granted to a single party shall not exceed 35% of the investees’ net assets value, and the ceiling on total loans shall not exceed 40% of the investees' net assets value.
Note 5: According to the investees’“Regulations for Provision of Loans”, the overseas subsidiaries’ loans are granted to the Company directly and indirectly holds 100% of the shares , the limit on loans granted to a single party shall not exceed 150%
of the investees’ paid-in capital and the ceiling on total loans shall not exceed 200% of the investees’ paid-in capital.
Note 6: According to the investees’“Regulations for Provision of Loans”, the limit on loans granted to a single party shall not exceed 40% of the investees’ net assets value, and the ceiling on total loans shall not exceed 40% of the investees' net assets value.
Note 7: According to the investees’“Regulations for Provision of Loans”, the overseas subsidiaries’ loans are granted to the Company directly and indirectly holds 100% of the shares , the limit on loans granted to a single party shall not exceed
150% of the investees’ paid-in capital and the ceiling on total loans shall not exceed 200% of the investees’ paid-in capital.
Table 1, Page 2
Expressed in thousands of NTD
FIC GLOBAL, INC. AND SUBSIDIARIES
Provision of endorsements and guarantees to other
Year ended December 31, 2022
Table 2
(Except as otherwise indicated)
Number(Note 1) |
Endorser/ guarantor |
endorsed/guaranteed Party being |
Limit on endorsements/ guarantees provided for a single party (Note 3) |
Maximum outstanding endorsement/ guarantee amount as of December 31, 2022 (Note 4) |
Outstanding endorsement/ guarantee amount at December 31, 2022 (Note 5) |
Actual amount drawn down (Note 6) |
Amount of endorsements/ guarantees secured wit collateral |
Ratio of accumulated endorsement/guanantee amount to net asset value of the endorser/guarantor company |
Ceiling on total amount of endorsements/ guarantees provided (Note 3) |
Provision of endorsements/ guarantees by parent company to subsidiary (Note 7) |
Provision of endorsements/ guarantees by subsidiary to parent company (Note 7) |
Provision of endorsements/ guarantees to the party in Mainland China (Note 7) |
Footnote | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company nam | Relationship with the endorser/ guarantor (Note 2) |
|||||||||||||
| 0 1 2 3 4 5 |
FICG High Stnadard Prime Base 3CEMS Danriver GZ Broad GZ |
Ubiqconn Prime Base FIC, Inc. FICG PUG Amertek Amertek |
(2) (2) (3) (3) (2) (4) (4) |
5,379,304 $ 5,379,304 6,529,714 422,662 5,809,489 2,298,732 2,098,046 |
245,680 $ 501,801 100,000 200,000 30,710 220,400 440,800 |
- $ 501,801 100,000 - 30,710 220,400 440,800 |
- $ 73,397 40,000 - - - - |
- $ - 100,000 - - 211,452 422,519 |
0% 16% 17% 0% 1% 34% 39% |
10,758,607 $ 10,758,607 13,059,428 563,549 7,745,986 4,597,463 4,196,092 |
Y Y N N N N N |
N N N Y N N N |
N N N N N Y Y |
Note 1: The numbers filled in for the endorsements/guarantees provided by the Company or subsidiaries are as follows:
- (1)The Company is ‘0’
(2)The subsidiaries are numbered in order starting from ‘1
Note 2: Relationship between the endorser/guarantor and the party being endorsed/guaranteed is classified into the following seven categories; fill in the number of category each case belongs to:
- (1)Having business relationship
(2) The endorser/guarantor company owns directly or indirectly more than 50% voting shares of the endorsed/guaranteed company.
(3) The endorsed/guaranteed company owns directly or indirectly more than 50% voting shares of the endorser/guarantor company.
(4) The endorsed/guaranteed parent company directly or indirectly owns more than 90% voting shares of the endorser/guarantor subsidiary.
(5) Mutual guarantee of the trade as required by the construction contract.
(6) Due to joint venture, each shareholder provides endorsements/guarantees to the endorsed/guaranteed company in proportion to its ownership.
(7) The performance guarantees for the sale of pre-sales contracts under the Consumer Protection Law are jointly guaranteed.
Note 3 : Limit on endorsements/guarantees provided for a single party Ceiling on total amounts of endorsements / guarantees provided The FICG 250% of paid-in capital 500% of paid-in capital High Standard 250% of paid-in capital 500% of paid-in capital Prime Base 150% of current net assets 200% of current net assets 3CEMS Corporation 150% of current net assets 200% of current net assets Danriver Technology (Guangzhou) Inc. 350% of paid-in capital 700% of paid-in capital Broad Technology (Guangzhou) Inc. 250% of paid-in capital 500% of paid-in capital
Note 4: Fill in the year-to-date maximum outstanding balance of endorsements/guarantees provided as of the reporting period. Note 5: Fill in the amount approved by the Board of Directors or the chairman if the chairman has been authorised by the Board of Directors based on subparagraph 8, Article 12 of the Regulations Loaning of Funds and Making of Endorsements/Guarantees by Public Companies. Note 6: Fill in the actual amount of endorsements/guarantees used by the endorsed/guaranteed company. Note 7: Fill in ‘Y’ for those cases of provision of endorsements/guarantees by listed parent company to subsidiary and provision by subsidiary to listed parent company, and provision to the party in Mainland China.
Table 2, Page 1
Table 3
Expressed in thousands of NTD
FIC GLOBAL, INC. AND SUBSIDIARIES
Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures)
December 31, 2022
(Except as otherwise indicated)
As of December 31, 2022
| Securitiesheld by | Marketable securities(Note1) |
Relationship with the securities issuer (Note2) |
General ledgeraccount |
Number of share |
Book value(Note 3) |
Ownership (%) | Fairvalue | Footnote(Note4) |
|---|---|---|---|---|---|---|---|---|
| First International Computer, Inc. | Stocks Digitimes Inc. Changing Information Technology Inc. IQ Technology Inc. Forte Media, Inc. Formosoft International Inc. First Communication Inc. Incomm Technologies Co., Ltd. Mingo Telecom Inc. Systems & Software Inc. Environmental & Ocean Technology Inc. China United Trust & Investment Corporation Fonestock Technology Inc. EGtran,Corp. First International Digital,Inc. VREX,Inc. Turbo Ic,Inc. CTO Corporation |
None None None None None None None None None None None None None None None None None |
Financial assets at fair value through profit or loss - non - current Financial assets at fair value through other comprehensive income -non - current Financial assets at fair value through other comprehensive income -non - current Financial assets at fair value through other comprehensive income -non - current Financial assets at fair value through other comprehensive income -non - current Financial assets at fair value through other comprehensive income -non - current Financial assets at fair value through profit or loss - non - current Financial assets at fair value through profit or loss - non - current Financial assets at fair value through profit or loss - non - current Financial assets at fair value through profit or loss - non - current Financial assets at fair value through profit or loss - non - current Financial assets at fair value through profit or loss - non - current Financial assets at fair value through profit or loss - non - current Financial assets at fair value through profit or loss - non - current Financial assets at fair value through profit or loss - non - current Financial assets at fair value through profit or loss - non - current Financial assets at fair value through profit or loss - non - current |
63 295 4 900 14 - - 68 1 100 890 - 1,244 5,400 667 400 - |
- $ 7,013 97 13,024 - - - - - - - - - - - - - |
0.00 0.02 0.01 0.01 0.54 0.00 0.00 1.00 13.00 11.00 1.00 0.00 2.00 19.00 2.00 1.00 8.00 |
- $ 7,013 97 13,024 - - - - - - - - - - - - - |
Table 3, Page 1
Table 3
FIC GLOBAL, INC. AND SUBSIDIARIES
Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures)
December 31, 2022
Expressed in thousands of NTD
(Except as otherwise indicated)
As of December 31, 2022
| Securitiesheld by | Marketable securities(Note1) |
Relationship with the securities issuer (Note2) |
General ledgeraccount |
Number of share |
Book value(Note 3) |
Ownership (%) | Fairvalue | Footnote(Note4) |
|---|---|---|---|---|---|---|---|---|
| Brilliant FICTA Technology Inc. |
Stocks Tech Power Ltd. Openmoko Inc, eVionyx,Inc. Asia Technology 3 Ltd. Preference share Asia Technology 3 Ltd. Lineo Inc. Neo Paradigm Labs Inc. Showiz,Inc. iPilot,Inc. Streaming21,Inc. Vweb Corporation Stocks Solar Applied Materials Technology Corp. OFCO Industrial Corporation Integrated Service Technology Inc. Navitas Semiconductor Corporation (USD) Sipp Technology Corporation Fonestock Technology Inc. |
None None None None None None None None None None None None None None None None None |
Financial assets at fair value through profit or loss - non - current Financial assets at fair value through profit or loss - non - current Financial assets at fair value through profit or loss - non - current Financial assets at fair value through profit or loss - non - current Financial assets at fair value through profit or loss - non - current Financial assets at fair value through profit or loss - non - current Financial assets at fair value through profit or loss - non - current Financial assets at fair value through profit or loss - non - current Financial assets at fair value through profit or loss - non - current Financial assets at fair value through profit or loss - non - current Financial assets at fair value through profit or loss - non - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current Financial assets at fair value through other comprehensive income -non - current Financial assets at fair value through other comprehensive income -non - current |
200 1,450 144 1 1 333 4,348 1,500 800 1,052 500 20 25 20 7 288 64 |
- $ - - - - - - - - - - 641 619 1,404 700 1,117 - |
16.00 10.00 1.00 2.00 2.00 1.00 11.00 5.00 9.00 1.00 1.00 0.00 0.03 0.03 0.00 3.65 3.18 |
- $ - - - - - - - - - - 641 619 1,404 700 1,117 - |
Note 1: Marketable securities in the table refer to stocks, bonds, beneficiary certificates and marketable securities derived from the above items that fall within the scope of IFRS 9, "Financial Instruments". Note 2: Leave the column blank if the issuer of marketable securities is non-related party
Note 3: Fill in the amount after adjusted at fair value and deducted by accumulated impairment for the marketable securities measured at fair value; fill in the acquisition cost or amortised cost deducted by accumulated impairment for the marketable securities not measured at fair value.
Note 4: The number of shares of securities and their amounts pledged as security or pledged for loans and their restrictions on use under some agreements should be stated in the footnote if the securities presented herein have such conditions
Table 3, Page 2
Table 4
FIC GLOBAL, INC. AND SUBSIDIARIES
Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more Year ended December 31, 2022
Expressed in thousands of NTD
(Except as otherwise indicated)
| Purchaser/seller | Counterparty | Relationship with the counterparty |
Transaction | transactions Compared to third party |
transactions Compared to third party |
Notes/accountsreceivable (payable) | Notes/accountsreceivable (payable) | Notes/accountsreceivable (payable) | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases (sales) |
Amount | Percentage of total purchases (sales) |
Credit term | Unit price | Credit term | Balance | Percentage of total notes/accounts receivable (payable) |
Footnote | |||
| Prime GZ Amertek Amertek Amertek Ubiqconn |
Prime Base FIC, Inc. Ubiqconn PUG Taiwan branch Ruggon |
Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary |
Sales Sales Sales Sales Sales |
4,013,797 $ 1,306,300 100,376 1,383,842 131,010 |
74% 41% 3% 44% 4% |
Periodic settlement or offsetting, the payment period was 120 days. Periodic settlement or offsetting, the payment period was 60 days. Periodic settlement or offsetting, the payment period was 60 days. Periodic settlement or offsetting, the payment period was 60 days. The payment period was 30 days. |
Same as non-related parties Same as non-related parties Same as non-related parties Same as non-related parties Same as non-related parties |
Similar transactions with non- related parties Similar transactions with non- related parties Similar transactions with non- related parties Similar transactions with non- related parties Similar transactions with non- related parties |
803,512 $ 918,071 32,763 - 9,483 |
50% 82% 3% - 2% |
Note: These transactions are shown in revenue, and related transations were no longer disclosed.
Table 4, Page 1
FIC GLOBAL, INC. AND SUBSIDIARIES
Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more
Year ended December 31, 2022
Table 5
| Year ended December 31, 2022 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Table 5 Creditor |
Counterparty | Relationship with the counterparty |
Balance as at December 31,2022 | Turnover rate | Overdue | Action taken | Amount collected subsequent to the balance sheet dat |
Expressed in thousands of NTD (Except as otherwise indicated) Allowance for doubtful accounts |
| Amount | ||||||||
| FIC, Inc. Access Brilliant 3CEMS Prime Danriver Danriver GZ Danriver System GZ Broad GZ Prime GZ Amertek |
FIC do Brasil Fic SZ Access Danriver System Broad Broad Danriver Amertek Danriver System Broad Amertek Prime Base FIC, Inc. |
Associates Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary |
138,758 $ 381,893 555,851 162,763 158,617 342,417 267,693 260,072 332,344 756,342 268,888 803,512 918,071 |
- Note Note Note Note Note Note Note Note Note Note 7.28 2.14 |
138,758 $ - - - - - - - - - - - - |
Intensify collection - - - - - - - - - - - - |
- $ - - - - - - - - - - - 159,128 |
138,758) ($ - - - - - - - - - - - - |
Note: The calculation of turnover rate was not applicable because it was a loan to others.
Table 5, Page 1
Table 6
FIC GLOBAL, INC. AND SUBSIDIARIES
Significant inter-company transactions during the reporting period
Year ended December 31, 2022
Expressed in thousands of NTD
(Except as otherwise indicated)
| Number (Note 1) |
Companyname | Counterparty | Relationship (Note 2) |
Transaction | |||
|---|---|---|---|---|---|---|---|
| General ledger account | Amount | Transaction term | Percentage of consolidated total operating revenues or total assets (Note 3) |
||||
| 1 2 3 4 5 6 7 8 9 10 11 |
Access Brilliant Ubiqconn Amertek Amertek Amertek Broad GZ Broad GZ Danriver GZ Danriver GZ Danriver System GZ Danriver Prime 3CEMS Prime GZ Prime GZ |
Fic SZ Access Ruggon PUG Taiwan branch FIC, Inc. FIC, Inc. Broad Amertek Danriver Amertek Danriver System Broad Broad Danriver System Prime Base Prime Base |
3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 |
Other receivables-financing-related party Other receivables-financing-related party Sales Sales Accounts receivable Sales Other receivables-financing-related party Other receivables-financing-related party Other receivables-financing-related party Other receivables-financing-related party Other receivables-financing-related party Other receivables-financing-related party Other receivables-financing-related party Other receivables-financing-related party Accounts receivable Sales |
381,893 $ 555,851 131,010 1,383,842 918,071 1,306,300 756,342 268,888 267,693 260,072 332,344 342,417 158,617 162,763 803,512 4,013,797 |
Collection of payments at maturity according to the agreement. Collection of payments at maturity according to the agreement. The payment period was 30 days. Periodic settlement or offsetting, the payment period was 60 days. Periodic settlement or offsetting, the payment period was 60 days. Periodic settlement or offsetting, the payment period was 60 days. Collection of payments at maturity according to the agreement. Collection of payments at maturity according to the agreement. Collection of payments at maturity according to the agreement. Collection of payments at maturity according to the agreement. Collection of payments at maturity according to the agreement. Collection of payments at maturity according to the agreement. Collection of payments at maturity according to the agreement. Collection of payments at maturity according to the agreement. Periodic settlement or offsetting, the payment period was 120 days. Periodic settlement or offsetting, the payment period was 120 days. |
4% 5% 1% 11% 9% 10% 7% 3% 3% 3% 3% 3% 2% 2% 8% 32% |
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 subsidiaries are numbered in order starting from ‘1’
Note 2: Relationship between transaction company and counterparty is classified into the following three categories; fill in the number of category each case belongs to (If transactions between parent company and subsidiaries or between subsidiaries refer to the same transaction, it is not required to disclose twice. For example, if the parent company has already disclosed its transaction with a subsidiary, then the subsidiary is not required to disclose the transaction;for transactions between two subsidiaries, if one of the subsidiaries has disclosed the transaction, then the other is not requiredto disclose the transaction.):
(1) Parent company to subsidiary.
-
(2) Subsidiary to parent company.
-
(3) Subsidiary to subsidiary.
-
Note 3: Regarding percentage of transaction amount to consolidated total operating revenues or total assets, it is computed based on period-end balance of transaction to consolidated total assets for balance sheet accounts and based on accumulated transaction amount for the period to consolidated total operating revenues for income statement accounts.
Note 4: If the amount of individual transactions does not reach 1% of the consolidated total revenue and 1% of the consolidated total assets, they will not be disclosed; in addition, as the transactions are shown in asset-income form, the relative transactions are not disclosed.
Table 6, Page 1
FIC GLOBAL, INC. AND SUBSIDIARIES
Information on investees
Year ended December 31, 2022
Table 7
Expressed in thousands of NTD
(Except as otherwise indicated)
| Investor | Investee | Location | Main business activities |
Initial investment amount | Initial investment amount | Shares held | as at December 31,2022 | as at December 31,2022 | Net profit (loss) of the investee for the year ended December 31, 2022 |
Investment income (loss) recognised by the Company for the year ended December 31, 2022 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at December 31,2022 |
Balance as at December 31,2021 |
Number of shares | Ownership (%) | Book value | |||||||
| FICG | First International Computer, Inc. FICTA Technology Inc. 3CEMS Corporation Ubiqconn Technology, Inc. LEO Systems, Inc. Formosa21 Inc. Geointelligence Systems, Inc. |
Taiwan Taiwan Cayman Islands Taiwan Taiwan Taiwan Taiwan |
Computer system analysis, planning and maintenance, EMS and import and export trade business Communication product business Investment Manufacturing and sales of industrial computers, automotive electronics, electronic components and peripheral equipment. Sales of information software and hardware products, software planning and design, computer hardware maintenance services, system integration Manufacture, distribution, renting, maintenance and import and export trade business of computer system, data communication system, peripheral equipment, terminal equipment and related business machine. Accept the commison of civil engineering planning and design and related business |
3,172,961 $ 514,547 1,291,806 600,312 13,391 5 561 |
3,172,961 $ 514,547 1,291,806 429,347 13,391 5 561 |
86,968 41,496 317,609 39,142 1,787 - 43 |
100.00 69.00 36.00 52.00 2.00 - 1.00 |
970,987 $ 357,513 1,400,350 598,337 29,080 5 626 |
172,003 $ 64,583 415,496 207,192 285,370 1,223 10,043 |
176,336 $ 44,665 150,230 105,978 5,794 - 110 |
Table 7, Page 1
Table 7
FIC GLOBAL, INC. AND SUBSIDIARIES
Information on investees
Year ended December 31, 2022
Expressed in thousands of NTD
(Except as otherwise indicated)
| Investor | Investee | Location | Main business activities |
Initial investment amount | Initial investment amount | Shares held | as at December 31,2022 | as at December 31,2022 | Net profit (loss) of the investee for the year ended December 31, 2022 |
Investment income (loss) recognised by the Company for the year ended December 31, 2022 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at December 31,2022 |
Balance as at December 31,2021 |
Number of shares | Ownership (%) | Book value | |||||||
| First International Computer, Inc. |
Brilliant World Limited High Standard Global Corporation Zircon Global Corporation City Smarter Technologies Corporation Access Trend Limited FIC First international Holding B.V. 3CEMS Corporation First international Computer do Brasil Ltd. Venture Gain Developments Ltd. LEO Systems, Inc. Web Information Technology Inc. Lambert Newmedia, Inc. |
British Virgin Islands British Virgin Islands British Virgin Islands Taiwan British Virgin Islands Nederland Cayman Islands Brasil British Virgin Islands Taiwan Taiwan Taiwan |
Investment Investment Investment Manufacture and sale of telecommunication equipment, electronic components, computers, peripheral equipment and office equipment. International Trade business Investment Investment Distribution of computers and peripheral equipment Investment Sales of information software and hardware products, software planning and design, computer hardware maintenance services, system integration Manufacture, development, distribution, renting, maintenance and import and export trade business of computer system, data communication system, peripheral equipment, terminal equipment and related business machine. Computer equipment installation, retail sale of computer software and digital information supply services |
2,869,980 $ 2,704,361 - 2,860 617,994 913,148 1,267,081 266,992 3,182 124 28,348 2,800 |
2,869,980 $ 2,704,361 271,109 2,860 617,994 913,148 1,267,081 266,992 3,182 124 28,348 2,800 |
91,340 85,050 - 36 33,600 4,983 194,212 18,373 100 14 2,937 280 |
100.00 100.00 - 19.00 100.00 100.00 22.00 45.00 20.00 0.02 42.00 24.00 |
572,464 $ 585,432 - 646 433,460) ( 74,923 856,287 - - 221 - - |
18,613 $ 6,120 615,121 328 619,609) ( 126 415,496 - - 285,370 - - |
- $ - - - - - - - - - - - |
Table 7, Page 2
Table 7
FIC GLOBAL, INC. AND SUBSIDIARIES
Information on investees
Year ended December 31, 2022
Expressed in thousands of NTD
(Except as otherwise indicated)
| Investor | Investee | Location | Main business activities |
Initial investment amount | Initial investment amount | Shares held | as at December 31,2022 | as at December 31,2022 | Net profit (loss) of the investee for the year ended December 31, 2022 |
Investment income (loss) recognised by the Company for the year ended December 31, 2022 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at December 31,2022 |
Balance as at December 31,2021 |
Number of shares | Ownership (%) | Book value | |||||||
| FIC Holding FICTA Technology Inc. 3CEMS |
3CEMS Europe B.V. Ubiqconn Technology, Inc. LEO Systems, Inc. Formosa21 Inc. Witology Technology Company Limited 3CEMS Investiment Management Limited Prime Foundation Inc. Danriver System Inc. Danriver Inc. Broad Technology,Inc. |
Netherlands Taiwan Taiwan Taiwan Taiwan Hong Kong British Virgin Islands British Virgin Islands British Virgin Islands British Virgin Islands |
Purchase, sale and after-sales service of computers and parts Manufacturing and sales of industrial computers, automotive electronics, electronic components and peripheral equipment. Sales of information software and hardware products, software planning and design, computer hardware maintenance services, system integration Manufacture, distribution, renting, maintenance and import and export trade business of computer system, data communication system, peripheral equipment, terminal equipment and related business machine. Research on electronic related industry Investment Investment Investment Investment Investment |
785 $ 248,112 75,984 19,035 10,000 - 1,447,024 - 1,066,527 227,388 |
785 $ 248,112 75,984 19,035 - - 799,349 - 1,066,527 227,388 |
7 14,751 3,367 2,038 1,000 - 27,403 8,500 30,000 5,000 |
100.00 20.00 4.00 29.00 25.00 100.00 100.00 100.00 100.00 100.00 |
- $ 225,486 54,862 21,050 10,000 616) ( 3,095,735 78,126) ( 827,955 155,854) ( |
- $ 207,192 285,370 1,223 1,901) ( 121) ( 247,036 29,863 61,926 78,419 |
- $ 47,952 10,912 356 - - - - - - |
Note |
Table 7, Page 3
FIC GLOBAL, INC. AND SUBSIDIARIES
Information on investees
Year ended December 31, 2022
Table 7
Expressed in thousands of NTD (Except as otherwise indicated)
| Investor | Investee | Location | Main business activities |
Initial investment amount | Initial investment amount | Shares held | as at December 31,2022 | as at December 31,2022 | Net profit (loss) of the investee for the year ended December 31, 2022 |
Investment income (loss) recognised by the Company for the year ended December 31, 2022 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at December 31,2022 |
Balance as at December 31,2021 |
Number of shares | Ownership (%) | Book value | |||||||
| Prime Prime Technology (Guangzhou) Inc. Ubiqconn Technology, Inc. |
Perfect Union Global Inc. Prihot Electronic (M) Sdn. Bhd. Prime Base Inc. Ruggon Corporation Ubiqconn Technology (USA) Inc. |
British Virgin Islands Malaysia Cayman Islands Taiwan USA |
Investment Electronics components testing and manufacturing Investment, assembly service and trading of printed circuit board and electronic parts and components Trade of industrial computers, automotive products, electronic components and peripheral equipment. Trade of industrial computers, automotive products, electronic components and peripheral equipment. |
2,681,086 $ 1,245 3,287 110,768 16,708 |
647,675 $ 1,245 3,287 2,000 16,708 |
82,332 - 100 12,000 5,500 |
100.00 25.00 100.00 100.00 100.00 |
2,928,561 $ - 242,987 43,827 754 |
238,485 $ 311) ( 2,452 - 12,003) ( |
- $ - - - 12,003) ( |
Note: As of December 31, 2022, the investment has not yet been remitted
Table 7, Page 4
Table 8
FIC GLOBAL, INC. AND SUBSIDIARIES
Information on investments in Mainland China
Year ended December 31, 2022
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for the year ended December 31, 2022
| Investee in Mainland China |
Main business activities |
Paid-in capital | Investment method (Note 1) |
Accumulated amount of remittance from Taiwan to Mainland China as of January 1, 2022 |
Remitted to Mainland China |
Remitted back to Taiwan |
Accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2022 |
Net income of investee for the year ended December 31,2022 |
Ownership held by the Company (direct or indirect) |
Investment income (loss) recognised by the Company for the year ended December 31, 2022 (Note 2) |
Book value of investments in Mainland China as of December 31, 2022 |
Accumulated amount of investment income remitted back to Taiwan as of December 31, 2022 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shanghai Zhong Chuan Plastics Co., Ltd. Guangzhou Han Rigid Corporation Shanghai User Electronics Co., Ltd. Broad Technology (Guangzhou) Inc. Prime Technology (Guangzhou) Inc. Danriver Technology (Guangzhou) Inc. Fic (Suzhou) Inc. Broadteam Electronics (Guangzhou) Inc. Zircon Technology (Wujiang) Co., Ltd. Danriver System (Guangzhou) Inc. Delton Electronics (Guangzhou) Inc. |
Production and sales of electronic components and plastic stationery and toys. Production and sales of PVC Rigid Film Production and sales of software and hardware, computer case and accessories Real estate leasing business Production and sales of main board Real estate leasing business Real estate leasing business Production and sales of printed circuit board Production and sales of portable digital automation data processing machine and printed circuit board Production and sales of printed circuit board Production and sales of printed circuit board |
121,346 $ 1,304,800 35,230 750,260 672,515 587,160 3,082,634 820,854 254,436 326,000 900,312 |
2 2 2 2 2 2 2 2 2 2 2 |
121,346 $ 195,720 6,850 587,160 391,440 391,440 2,915,573 - 263,080 - - |
- $ - - - - - - - - - - |
- $ - - - - - - - - - - |
121,346 $ 195,720 6,850 587,160 391,440 391,440 2,915,573 - 263,080 - - |
- $ - - 17,986 236,924 57,606 9,868 - - 34,490 - |
- - - 58 58 58 100 - - 58 - |
- $ - - 10,480 138,056 33,567 9,868 - - 20,097 - |
- $ - - 1,121,794 3,346,371 647,315 581,394 - - 428,374 - |
- $ - - - - - - - - - |
Note 11 Note 11 Note 2 (2)C Note 2 (2)B, Note 10 Note 2 (2), Note 7, Note 10 Note 2 (2)B, Note 7, Note 10 Note 2 (2)B, Note 13 Note 4, Note 7, Note 10, Note 11 Note 2 (2)C, Note 11 Note 2 (2)C, Note 5, Note 7, Note 10 Note 6, Note 7, Note 8, Note 11 |
Table 8, Page 1
Table 8
FIC GLOBAL, INC. AND SUBSIDIARIES
Information on investments in Mainland China
Year ended December 31, 2022
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for the year ended December 31, 2022
| Investee in Mainland China |
Main business activities |
Paid-in capital | Investment method (Note 1) |
Accumulated amount of remittance from Taiwan to Mainland China as of January 1, 2022 |
Remitted to Mainland China |
Remitted back to Taiwan |
Accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2022 |
Net income of investee for the year ended December 31,2022 |
Ownership held by the Company (direct or indirect) |
Investment income (loss) recognised by the Company for the year ended December 31, 2022 (Note 2) |
Book value of investments in Mainland China as of December 31, 2022 |
Accumulated amount of investment income remitted back to Taiwan as of December 31, 2022 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ficus Systems (Shanghai) Inc. Shanghai Zhongchuan Plastics Limited Success Technology (GuangZhou) Inc. Amertek Computer (Shenzhen) Co., Ltd. Comserve Network (Guangzhou)Co.,Ltd. Green E Trading (Guangzhou)Co.,Ltd. NBM Production(DongGuan)Co., Ltd. Amerwave Technology (Shenzhen) Co., Ltd. China Applied Technology Co., Ltd. Amerwis Technology (Shenzhen) Co., Ltd. |
Production and sales of mobile phone and related accessories Research and development of computer software and hardware Production and sales of printed circuit board Production and sales of desk personal computers, main board Testing and maintenance of the electronic products; providing bonded warehouse Production and sales of LED and the solar photovoltaic products Production and sales of computer host, main board and control board Production and sales of computer host, main board and control board Internet of Things (IoT), Development of intelligent technology, Technology transfer, Technological consultancy and service, Import and export business of goods and technology. Providing research&development services and trading |
68,750 $ 4,489 336,363 747,896 15,138 3,936 20,706 282,750 57,580 894 |
2 2 2 2 2 2 2 2 2 2 |
- $ 45 - - 15,138 3,149 20,706 - - - |
- $ - - - - - - - - - |
- $ - - - - - - - - - |
- $ 45 - - 15,138 3,149 20,706 - - - |
- $ - - 176,414 - - - 12,585 - 272) ( |
- - - 58 - - - 23 - 58 |
- $ - - 102,796 - - - 2,861 - 158) ( |
- $ - - 1,330,074 - - - 85,924 - 1,036 |
- $ - - - - - - - - - |
Note 7, Note 11 Note 12 Note 9, Note 11 Note 2 (2)B, Note 10 Note 12 Note 12 Note 12 Note 2 (2)B, Note 9 Note 8, Note 11 Note 2 (2)B, Note 9 |
Table 8, Page 2
Information on investments in Mainland China
Year ended December 31, 2022
Table 8
FIC GLOBAL, INC. AND SUBSIDIARIES
Investment amount Ceiling on approved by the investments in Investment Mainland China Commission of the imposed Accumulated amount of remittance Ministry of by the Investment from Taiwan to Mainland China as of Economic Affairs Commission of Company name December 31, 2022 (MOEA) MOEA FIC GLOBAL, INC. AND $ 4,911,647 $ 5,887,682 $ 1,938,813 SUBSIDIARIES
Note 1: Investment methods are classified into the following three categories; fill in the number of category each case belongs to
-
(1) Directly invest in a company in Mainland China.
-
(2) Through investing in an existing company in the third area, 3CEMS, Zircon and High standard which then invested in the investee in Mainland China
Note 2: In the Investment income (loss) recognized by the Company for the year ended December 31, 2022 column:
-
(1) Indicate if the company did not accrue investment income or loss since it was still in preparation.
-
(2) Indicate the basis for investment income (loss) recognition in the number of one of the following three categories:
A.The financial statements were audited and attested by international accounting firms which are in collaborative relationships whith accounting firms in R.O.C.
B.The financial statements were audited and attested by R.O.C. parent company’s CPA.
- C. Others : The investment income or loss is recognized on the basis of the unreviewed financial statements for the same period.
Note 3: The numbers in this table are expressed in New Taiwan dollars, Note 4: Broadteam Electronics (Guangzhou) Inc. is based on Jing-Shen-II-Zi Letter No. 91007611 (經審二字第 91007611 號函) as approved by the investment Commission, Ministry of Economic Affairs. As the funds are from the FICG’s own funds of its indirectly controlled subsidiaries, there are no funds remitted. Note 5: Danriver System (Guangzhou) Inc. is based on Jing-Shen-II-Zi Letter No. 92017614 ( 經審二字第 92017614 號函 ) as approved by the investment Commission, Ministry of Economic Affairs, but the funds are from the FICG’s own funds of its indirectly controlled subsidiaries, so there are no funds remitted. Note 6: Delton Electronics (Guangzhou) Inc. is based on Jing-Shen-II-Zi Letter No. 92008097 ( 經審二字第 92008097 號函 ) as approved by the investment Commission, Ministry of Economic Affairs, but the funds are from the FICG’s own funds of its indirectly controlled subsidiaries, so there are no funds remitted. Note 7: The investment in Mainland China held by First International Computer, Inc. had been sold to its parent company, FIC GLOBAL, INC. in 2015, which has not been approved by the investment Commission of the Ministry of Economic Affairs as of December 31, 2022. Note 8: As of December 31, 2022, the indirectly acquired of investment in Mainland China business which are the investee purchased by the subsidiary established through in the third area has not been approved by the investment Commission of the Ministry of Economic Affairs. Note 9: As of December 31, 2022, the investment in Mainland China which are invested through investing in the subsidiary in the third area has not been approved by the investment Commission of the Ministry of Economic Affairs. Note 10: As of December 31, 2022, Amertek Limited repaid the accounts payable of First International Computer, Inc. by using the shares of 3CEMS Corp. and CEMS Inc., the repayment amounted to 817,019 thousand and 53,074 thousand.
The company acquired the residual property (owning the long-term equity investments of 3CEMS Corp.) due to the liquidation of CEMS Inc. in 2011, amounted to $258,471. Note 11: All the ownership has been sold. Note 12: The liquidation has been completed
Note 13: As of December 31, 2022, Fic (Suzhou) Inc. reduced its capital by cash amounting to 149,900 thousand, of which 8,994 thousand had been collected, only are not approved by the investment Commission of the Ministry of Economic Affairs. Note 14: The carrying amount of the investments in the Mainland China investees are presented at the end of the period.
Table 8, Page 3
FIC GLOBAL, INC. AND SUBSIDIARIES
Major shareholders information
December 31, 2022
Table 9
| Name of major shareholders | Shares | Shares |
|---|---|---|
| Total shares owned | Owership | |
| Chia Chao Investment Inc. WYC God-loving Foundation for Charity CGCH Education Charitable Trust Fund Zong Jing Investment Inc. Chi Hsin Investment Inc. |
45,723,836 35,292,065 32,000,000 15,942,466 15,021,646 |
21.24% 16.40% 14.87% 7.40% 6.98% |
-
Note 1: The major shareholders information was derived from the data that the Company issued common shares (including treasury shares) and preference shares in dematerialised 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 is different from the actual number of shares issued in dematerialised form because of the different calculation basis.
-
Note 2: If the aforementioned data contains shares which were held in trust by the shareholders, the data was disclosed as a separate account of client which was 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 shareholding ratio include the self-owned shares and shares held in trust, at the same time, the shareholder who has the power to decide how to allocate the trust assets. For the information on reported share equity of insider, please refer to Market Observation Post System.
Table 9, Page 1