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FITH — Audit Report / Information 2021
Nov 12, 2021
52375_rns_2021-11-12_88b9d9e6-cc8d-46a7-a2c3-87bf6d7dc5c0.pdf
Audit Report / Information
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FIT HOLDING CO., LTD.
PARENT COMPANY ONLY FINANCIAL
STATEMENTS AND INDEPENDENT AUDITORS’
REPORT DECEMBER 31, 2021 AND 2020
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INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE
To the Board of Directors and Shareholders of FIT HOLDING CO., LTD.
Opinion
We have audited the accompanying parent company only balance sheets of FIT HOLDING CO., LTD. as at December 31, 2021 and 2020, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of FIT HOLDING CO., LTD. as at December 31, 2021 and 2020, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations 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 generally accepted auditing standards in the Republic of China. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the parent company only Financial Statements section of our report. We are independent of FIT HOLDING CO., LTD. in accordance with the Norm of Professional Ethics for Certified Public Accountants in the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements of the current period. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
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The balance of investments accounted for under the equity method recognized amounted to
NT$8,643,898 thousand, constituting 95% of the Company’s total assets as at December 31, 2021, and the investment profit (shown as operating revenue) amounted to NT$512,752 thousand. Please refer to Note 4(7) for accounting policies on investments accounted for under the equity method and Note 6(1) for details of investments accounted for under the equity method. As the amounts are material to the
parent company only financial statements of the Company, the investments accounted for under equity method - recognition of construction revenue - assessment on the stage of completion, investments accounted for under equity method - valuation of goodwill impairment and investments accounted for under equity method -valuation of property, plant and equipment impairment were identified as key audit matters.
Key audit matters for FIT HOLDING CO., LTD.’s parent company only financial statements of the current period are stated as follows:
Recognition of construction revenue - assessment on the stage of completion Description
Please refer to Note 4(29) for accounting policy on construction contracts; Note 5(2) for the uncertainty of critical judgement, accounting estimates and assumptions applied to construction contracts and Note 6(24) for details of contract assets and contract liabilities, which amounted to NT$3,216,453 thousand and NT$2,293 thousand, respectively, as of December 31, 2021.
The construction revenue and costs mainly arise from undertaking construction works. If the outcome of a construction contract can be estimated reliably, revenue should be recognised by reference to the stage of completion of the contract activity, using the percentage-of-completion method of accounting, over the contract term. The stage of completion of a construction contract is measured by the proportion of contract costs incurred for the construction performed as of the financial reporting date to the estimated total costs for the construction contract. The aforementioned estimated total costs are assessed by the management based on the different nature of constructions and the price fluctuations in the market to estimate the costs for each construction activity such as estimated subcontract charges and material and labour expenses. As the estimate of total cost affects the stage of completion and the recognition of construction revenue, the complexity of aforementioned total cost usually involves subjective judgement and contains a high degree of uncertainty, we consider the assessment on the stage of completion which was applied on construction revenue recognition as a key audit matter.
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How our audit addressed the matter
We performed the following audit procedures on the above key audit matter on the stage of completion:
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A. Obtained an understanding on the nature of business and industry, and assessed the reasonableness of internal process applied to estimate total construction cost, including the basis for estimating the expected total cost for construction contracts of the same nature.
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B. Assessed and tested the internal controls used by the management to recognise construction revenue based on the stage of completion, including checking the supporting documents of additional or reduced constructions and significant constructions performed in the period.
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C. Sampled and tested the subcontracts that have been assigned, and assessed the basis and reasonableness of estimating costs for those that have not been assigned.
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D. Performed substantive procedures relating to the year-end construction profit or loss statement, including sampling and verifying the costs incurred in the period with the appropriate evidence, and recalculating and confirming that construction revenue calculated based on the stage of completion had been accounted for appropriately.
Investments accounted for under equity method - Valuation of goodwill impairment Description
Please refer to Note 4(20) in the consolidated financial statements for accounting policies on impairment loss on non-financial assets, Note 5(2) in the consolidated financial statements for the uncertainty of accounting estimates and assumptions applied to goodwill impairment valuation, and Note 6(13) in the consolidated financial statements for details of intangible assets. The amount of goodwill was generated from the acquisition of subsidiaries, Power Quotient International Co., Ltd. and Foxlink Image Technology Co., Ltd.. The Company valued the impairment of goodwill through the discounted cash flow method which measures the cash generating unit’s recoverable amount. As the assumptions of expected future cash flows involved subjective judgement and a high degree of uncertainty which would cause a material impact on the valuation result, the valuation of goodwill impairment was identified as a key audit matter.
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How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
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A. Obtained the external appraisal report on impairment valuation and examined the external appraiser’s qualification and assessed the independence, competence and objectiveness.
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B. Assessed that the valuation model used in the appraisal report was widely used and appropriate.
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C. Assessed the reasonableness of significant assumptions (including expected growth rate and discount rate) applied in the appraisal report.
Investments accounted for under equity method - Valuation of property, plant and equipment impairment
Description
Please refer to Note 4(20) in the consolidated financial statements for accounting policies on impairmentloss on non-financial assets, Note 5(2) in the consolidated financial statements for the uncertainty of accounting estimates and assumptions applied to property, plant and equipment impairment valuation, and Note 6(9) in the consolidated financial statements for details of property, plant and equipment. As the 3C components’ life cycles are relatively short and the market is highly competitive, there is a high risk of plant and equipment incurring an impairment loss. The Company’s subsidiaries valued the impairment of the cash generating unit’s property, plant and equipment which had an indication of impairment. We mainly relied on the external appraisal report. As the external appraisal report on impairment valuation involved subjective judgement, various assumptions and a high degree of uncertainty which would cause a material impact on the valuation result, the valuation of property, plant and equipment impairment was identified as a key audit matter.
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
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A. Examined the external appraiser’s qualification and assessed the independence, competence and objectiveness.
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B. Verified whether the list of properties for the external appraiser is correct.
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C. Assessed that the valuation method used in the appraisal report was appropriate.
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D. Tested the external appraisal report’s valuation basis adequacy.
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Other matter - Reference to the reports of other auditors
We did not audit the financial statements of certain investments accounted for under the equity method which were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts included in respect of these associates and the information disclosed in Note 13, is based solely on the reports of the other auditors. The balance of these investments accounted for under the equity method amounted to NT$212,883 thousand, constituting 2.34% of the consolidated total assets as at December 31, 2021, and the share of loss of associates and joint ventures accounted for under the equity method amounted to NT($2,358) thousand, constituting (2.38%) of the total comprehensive income for the year then ended.
Responsibilities of management and those charged with governance for the parent company only financial statements
Management is responsible for the preparation and fair presentation of the parent company only 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 as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing FIT HOLDING CO., LTD.’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 FIT HOLDING CO., LTD. or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including audit committee, are responsible for overseeing FIT HOLDING CO., LTD.’s financial reporting process.
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Auditors’ responsibilities for the audit of the parent company only financial statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the generally accepted auditing standards in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with the generally accepted auditing standards in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the parent company only 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.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of FIT HOLDING CO., LTD.’s internal control.
3.
4.
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 FIT HOLDING CO., LTD.’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause FIT HOLDING CO., LTD. to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within FIT HOLDING CO., LTD. to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only 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.
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Lin, Se-Kai
[Liang Yi Chang ]
For and on behalf of PricewaterhouseCoopers, Taiwan
March 24, 2022
The accompanying parent company only 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 parent company only 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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FIT HOLDING CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars)
| Assets | December 31, 2021 Notes AMOUNT % $1,532-6(2) 227,62637 26,666-78-3,090-258,99236(1) 210,52926(3) 8,643,898958,854,42797$9,113,4191006(5) $910,0001041,722-54,515138-1,006,275116(6) 530,0006530,00061,536,275176(7) 2,462,421276(8) 4,890,319538,985-8,361-6(9) 427,8265(220,768) (2)7,577,144839 11 $9,113,419100 |
December 31, 2020 | December 31, 2020 |
|---|---|---|---|
AMOUNT$2,150-350,36489-352,603-7,876,6267,876,626$8,229,229$757,80012,800-30770,630400,000400,0001,170,6302,462,4214,198,013-8,36189,848299,9567,058,599$8,229,229 |
% | ||
| Current assets 1100 Cash and cash equivalents 1136 Current financial assets at amortised cost 1210 Other receivables - related parties 1410 Prepayments 1470 Other current assets 11XX Current Assets Non-current assets 1517 Non-current financial assets at fair value through other comprehensive income 1550 Investments accounted for under equity method 15XX Non-current assets 1XXX Total assets Liabilities and Equity |
--4-- |
||
4 |
|||
-96 |
|||
96 |
|||
100 |
|||
9--- |
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| Current liabilities 2100 Short-term borrowings 2200 Other payables 2230 Current income tax liabilities 2300 Other current liabilities 21XX Current Liabilities Non-current liabilities 2540 Long-term borrowings 25XX Non-current liabilities 2XXX Total Liabilities Equity Share capital 3110 Share capital - 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 3XXX Total equity Significant contingent liabilities and unrecognised contract commitments Significant events after the balance sheet date 3X2X Total liabilities and equity |
|||
9 |
|||
5 |
|||
5 |
|||
14 |
|||
3051--14 |
|||
86 |
|||
100 |
The accompanying notes are an integral part of these parent company only financial statements.
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FIT HOLDING CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars, except earnings per share)
| Items | Year ended December 31 2021 2020 Notes AMOUNT % AMOUNT 6(3) $512,752100$102,3676(3) ---512,752100102,3676(11) (42,691 ) (8) (24,917) ((42,691 ) (8) (24,917) (470,0619277,4507 7,84511,5366(10) 973-2,015(2,276 )-12,054(14,563 ) (3) (9,456) (462,0409083,5996(12) (28,028 ) (5)-$434,01285$83,599($469,153 ) (92) $48,003(469,153 ) (92)48,003(63,876 ) (12) (19,896) ((63,876 ) (12) (19,896) (($533,029 ) (104) $28,107($99,017 ) (19) $111,7066(13) $1.76$$1.76$ |
Year ended December 31 | Year ended December 31 | Year ended December 31 | %100-10024)24)7612129)82-82474720)20)271090.340.34 |
|---|---|---|---|---|---|
| 2021 | %100-1008) (8) (921--3) (905)8592)92)12) (12) (104)19)1.761.76 |
2020 | |||
AMOUNT$102,367-102,36724,917) (24,917) (77,4501,5362,01512,0549,456) (83,599-$83,599$48,00348,00319,896) (19,896) ($28,107$111,706$ |
|||||
| 4000 Sales revenue 5000 Operating costs 5900 Net operating margin Operating expenses 6200 General and administrative expenses 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 7900 Profit before income tax 7950 Income tax expense 8200 Profit for the year Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss 8330 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss 8310 Components of 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 8380 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss 8360 Components of other comprehensive income that will be reclassified to profit or loss 8300 Other comprehensive (loss) income for the year 8500 Total comprehensive (loss) income for the year 9750 Total basic earnings per share (in dollars) 9850 Total diluted earnings per share (in dollars) |
|||||
$ |
$ |
The accompanying notes are an integral part of these parent company only financial statements.
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FIT HOLDING CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars)
| Year 2020 Balance at January 1, 2020 Profit Other comprehensive income (loss) Total comprehensive income (loss) Capital surplus used to cover accumulated deficit Adjustments to share of changes in equity of associates and joint ventures accounted for using the equity method Changes in investees' capital increase not recognized by shareholding percentage Capital surplus, difference between consideration and carrying amount of subsidiaries acquired or disposed Balance at December 31, 2020 Year 2021 Balance at January 1, 2021 Profit Other comprehensive income (loss) Total comprehensive income (loss) Adjustments to share of changes in equity of associates and joint ventures accounted for using the equity method Cash dividends paid from additional paid-in capital Legal reserve Cash dividends Changes in investees' capital increase not recognized by shareholding percentage Capital surplus, difference between consideration and carrying amount of subsidiaries acquired or disposed Disposal of investments in equity instruments at fair value through other comprehensive income Balance at December 31, 2021 |
Notes | Share capital - common stock |
Capital surplus, additional paid-in capital |
Capital surplus, additional paid-in capital |
Retained Earnings | Other equityinterest | Other equityinterest | Other equityinterest | Total equity | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserve | Unappropriated retained earnings (accumulated deficit) |
Financial statements translation differences of foreign operations |
Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income |
|||||||||||||
| 6(8) 6(8) 6(9) 6(9) |
$2,462,421-------$2,462,421$2,462,421----------$2,462,421 |
$4,237,390---(281,965 )59,741125,44757,400$4,198,013$4,198,013---4,858(172,370 )--712,436147,382-$4,890,319 |
$- - - - - - - - $- $- - - - - - 8,985 - - - - $8,985 |
$8,361-------$8,361$8,361----------$8,361 |
($281,965 )83,5996,24989,848281,965---$89,848$89,848434,0124,795438,807(871 )-(8,985 )(73,873 )--(17,100 )$427,826 |
($219,533 ) -(19,896 ) (19,896 ) ----($239,429 ) ($239,429 ) -(63,876 ) (63,876 ) -------($303,305 ) |
$497,631-41,75441,754----$539,385$539,385-(473,948 )(473,948 )------17,100$82,537 |
$6,704,30583,59928,107111,706-59,741125,44757,400$7,058,599$7,058,599434,012(533,029 )(99,017 )3,987(172,370 )-(73,873 )712,436147,382-$7,577,144 |
The accompanying notes are an integral part of these parent company only financial statements.
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FIT HOLDING CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments Adjustments to reconcile profit (loss) Share of profit (loss) of associates accounted for using the equity method Interest expense Interest income Changes in operating assets and liabilities Changes in operating assets Other current assets Changes in operating liabilities Other payables Prepayments Other current liabilities Cash outflow generated from operations Interest received Income taxes paid Dividend received Interest paid Net cash flows from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Increase in financial assets at amortised cost Acquisition of investments accounted for under the equity method Increase in other receivables from related parties Net cash flows used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term borrowings Increase in long-term borrowings Decrease in long-term borrowings Cash dividends paid Cash dividends paid by additional paid-in capital Proceeds from disposal of subsidiaries Net cash flows from financing activities Net (decrease) 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 2021 2020 $462,040 $83,5996(3) ( 512,752 ) ( 102,367 )14,5639,456( 7,845 ) ( 1,536 )( 1,430 ) -28,7168,28111 ( 89 )8 11 ( 16,689 ) ( 2,645 )6,4761,536( 468 ) -412,485329,988( 14,357 ) ( 9,830 )387,447 319,049 ( 227,626 ) -( 1,236,760 ) ( 210,000 )350,364 ( 350,364 )( 1,114,022 ) ( 560,364 )152,200142,8001,760,0001,300,000( 1,630,000 ) ( 1,200,000 )( 73,873 ) -( 172,370 ) -690,000 - 725,957 242,800 ( 618 ) 1,4852,150 665 $1,532 $2,150 |
|---|---|
The accompanying notes are an integral part of these parent company only financial statements.
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FIT HOLDING CO., LTD.
NOTES TO THE PARENT COMPANY ONLY FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
1. History and Organisation
FIT Holding Co., Ltd. (the “Company”) is a holding company established by Glory Science Co., Ltd. (Glory Science), Power Quotient International Co., Ltd. (PQI) and Foxlink Image Technology Co., Ltd. (Foxlink Image) through a share swap in accordance with the regulations on October 1, 2018. The Company’s shares were listed on the Taiwan Stock Exchange (TSE) and approved by the regulatory authority on the same date. The Company acquired 100% shares of Glory Science, PQI and Foxlink Image through share swap by exchanging 1 common share of PQI with 0.194 common share of the Company, 1 common share of Foxlink Image with 0.529 common share of the Company and 1 common share of Glory Science with 1 common share of the Company. The Company is primarily engaged in establishing the management mechanism for the Group, supervising the subsidiaries’ operation, and integrating the resources and platforms to improve the Group’s overall operational efficiency. Cheng Uei Precision Industry Co., Ltd. became the ultimate parent company of the Company after acquiring over half of the seats in the Company’s Board of Directors due to the abovementioned share swaps.
2. The Date of Authorisation for Issuance of the Financial Statements and Procedures for Authorisation
These parent company only financial statements were authorised for issuance by the Board of Directors on March 24, 2022.
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”) as endorsed by the Financial Supervisory Commission (“FSC”)
New standards, interpretations and amendments endorsed by FSC effective from 2021 are as follows:
Effective date by International Accounting New Standards, Interpretations and Amendments Standards Board Amendments to IFRS 4, ‘ Extension of the temporary exemption from January 1, 2021 applying IFRS 9’ Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16, ‘Interest January 1, 2021 Rate Benchmark Reform— Phase 2’ Amendment to IFRS 16, ‘ Covid-19-related rent concessions beyond 30 April 1, 2021(Note) June 2021’
Note : Earlier application from January 1, 2021 is allowed by FSC.
The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Compnay’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 Company
New standards, interpretations and amendments endorsed by the FSC effective from 2022 are as follows:
| ollows: | |
|---|---|
| Effective date by | |
| International | |
| Accounting | |
| New Standards, Interpretations and Amendments | Standards Board |
| Amendments to IFRS 3, ‘Reference to the conceptual | January 1, 2022 |
| framework’ | |
| Amendments to IAS 16, ‘Property, plant and equipment: | January 1, 2022 |
| proceeds before intended use’ | |
| Amendments to IAS 37, ‘Onerous contracts— | January 1, 2022 |
| cost of fulfilling a contract’ | |
| Annual improvements to IFRS Standards 2018–2020 | January 1, 2022 |
The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’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 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’ IFRS 17, ‘Insurance contracts’ Amendments to IFRS 17, 'Insurance contracts' Amendments to IAS 1, ‘Classification of liabilities as current or non-current ’ Amendments to IAS 1, ‘Disclosure of accounting policies’ Amendments to IAS 8, ‘Definition of accounting estimates’ Amendments to IAS 12, ‘Deferred tax related to assets and liabilities arising from a single transaction’ |
To be determined by International Accounting Standards Board January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2023 |
The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.
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4. Summary of Significant Accounting Policies
The principal accounting policies applied in the preparation of these parent company only financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
(1) Compliance statement
The parent company only financial statements of the Company have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers,
(2) Basis of preparation
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A. The parent company only financial statements have been prepared under the historical cost convention
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B. The preparation of financial statements in conformity with International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC (collectively referred herein as the “IFRSs”) requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the parent company only financial statements are disclosed in Note 5.
(3) Foreign currency translation
Items included in the financial statements of the Company’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The parent company only financial statements are presented in New Taiwan dollars, which is the Company’s functional currency.
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A. Foreign currency transactions and balances
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(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.
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(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.
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(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.
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(d) All foreign exchange gains and losses are presented in the statement of comprehensive income within ‘other gains and losses’.
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B. Translation of foreign operations
The operating results and financial position of all the company entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
- (a) Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;
- (b) Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and
- (c) All resulting exchange differences are recognised in other comprehensive income.
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(4) Classification of current and non-current items
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A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:
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(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;
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(b) Assets held mainly for trading purposes;
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(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;
-
(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.
-
(5) Cash equivalents
Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.
~17~
(6) 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:
-
(a) 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.
-
(b) Except for the recognition of impairment loss, interest income and gain or loss on foreign exchange which are recognised in profit or loss, the changes in fair value of debt instruments are taken through other comprehensive income. When the financial asset is derecognised, the cumulative gain or loss previously recognised in other comprehensive income is reclassified from equity to profit or loss.
-
-
(7) Financial assets at amortised cost
-
A. Financial assets at amortised cost are those that meet all of the following criteria:
-
(a) The objective of the Group’s business model is achieved by collecting contractual cash flows.
-
(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 amortised cost are recognised and derecognised using trade date accounting.
-
C. At initial recognition, the Group measures the financial assets at fair value plus transaction costs. Interest income from these financial assets is included in finance income using the effective interest method. A gain or loss is recognised in profit or loss when the asset is derecognised or impaired.
-
D. 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.
~18~
(8) Impairment of financial assets
- For debt instruments measured at financial assets at amortised cost, at each reporting date, the Company 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 or contract assets that do not contain a significant financing component, the Company recognises the impairment provision for lifetime ECLs.
(9) Investments accounted for using equity method / subsidiaries and associates
-
A. Subsidiaries are all entities (including structured entities) controlled by the Company. The Company controls an entity when the Company 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.
-
B. Unrealised profit (loss) from the transactions between the Company and subsidiaries have been offset. The accounting policies of the subsidiaries have been adjusted to be consistent with the Company’s accounting policies.
-
C. The Company’s share of its subsidiaries’ 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 Company’s share of losses in a subsidiary equals or exceeds its interest in the subsidiary, the Company continues to recognise losses proportionate to its ownership.
-
D. 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.
-
E. The Company’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 Company’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Company does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.
-
F. 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 Company’s ownership percentage of the associate, the Company recognises the Company’s share of change in equity of the associate in ‘capital surplus’ in proportion to its ownership.
~19~
-
G. Unrealised gains on transactions between the Company and its associates are eliminated to the extent of the Company’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 Company.
-
H. In the case that an associate issues new shares and the Company does not subscribe or acquire new shares proportionately, which results in a change in the Company’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 Company’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.
-
I. Upon loss of significant influence over an associate, the Company remeasures any investment retained in the former associate at its fair value. Any difference between fair value and carrying amount is recognised in profit or loss.
-
J. When the Company 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 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.
-
K. When the Company 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.
-
L. Pursuant to the “Regulations Governing the Preparation of Financial Reports by Securities Issuers,” profit (loss) of the current period and other comprehensive income in the parent company only financial statements shall be equal to the amount attributable to owners of the parent in the parent company only financial statements. Owners’ equity in the parent company only financial statements shall be equal to equity attributable to owners of the parent in the consolidated financial statements.
~20~
(10) Impairment of non-financial assets
The Company 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.
(11) Borrowings
Borrowings comprise long-term and short-term bank borrowings. Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings 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.
(12) Employee benefits
- A. 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
Defined contribution plans
For defined contribution plans, 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.
-
C. Employees’ compensation and directors’ 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 Company calculates the number of shares based on the closing price at the previous day of the board meeting resolution.
(13) 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.
~21~
-
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 operates and generates 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 parent company only 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, except where the timing of the reversal of the temporary difference is controlled by the Company 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.
(14) Dividends
Dividends are recorded in the Company’s financial statements in the period in which they are approved at the meeting of Board of Directors. 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.
~22~
- Critical Accounting Judgements, Estimates and Key Sources of Assumption Uncertainty
The preparation of these parent company only financial statements requires management to make critical judgements in applying the Company’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 Company’s accounting policies None.
(2) Critical accounting estimates and assumptions
Impairment assessment of investments accounted for using equity method
The Company assesses the impairment of an investment accounted for using equity method as soon as there is any indication that it might have been impaired and its carrying amount cannot be recovered. The Company assesses the recoverable amounts of an investment accounted for under the equity method based on the present value of the Company’s share of expected future cash flows of the investee, and analyses the reasonableness of related assumptions.
6. Details of Significant Accounts
(1) Financial assets at fair value through other comprehensive income
Items December 31, 2021 December 31, 2020 Non-current items: Equity instruments Unlisted stocks $ 210,529 $ -
Information relating to credit risk of financial assets at fair value through other comprehensive income is provided in Note 12(2).
(2) Financial assets at amortised cost
Items December 31, 2021 December 31, 2020 Current items: Time deposits maturing in excess of three months $ 227,626 $ -
- A. Amounts recognised in profit or loss in relation to financial assets at amortised cost are listed below:
==> picture [466 x 28] intentionally omitted <==
B. The Group has no financial assets at amortised cost pledged to others as collateral.
~23~
(3) Investments accounted for using the equity method
| Foxlink Image Technology Co., Ltd. Power Quotient International Co., Ltd. Shih Fong Power Co., Ltd. Glory Science Co., Ltd. Synergy Co., Ltd. Foxwell Energy Co., Ltd. |
December31,2021 3,426,039 $ 4,414,241 386,629 381,144 35,845 - 8,643,898 $ |
December31,2020 |
|---|---|---|
| 3,682,263 $ 2,211,702 1,000,903 772,681 - 209,077 |
||
| 7,876,626 $ |
-
A. On June 14, 2019, the Company acquired 100% of the share capital of Shih Fong Power Co., Ltd. (Shih Fong) for $280,000 and obtained the control over Shih Fong.
-
B. The investment (loss) profit of $512,752 and $102,367 recognised for the investments accounted for using equity method for the years ended December 31, 2021 and 2020, respectively, was based on each investee’s audited financial statements for the corresponding period.
-
C. Details of the Company’s subsidiaries are provided in Note 4(3) of the Company’s 2021 consolidated financial statements.
(4) Pensions
The Company has 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 contributes 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. The pension costs under defined contribution pension plans of the Company for the years ended December 31, 2021 and 2020, were $136 and $181, respectively.
(5) Short-term borrowings
| were $136 and $181, respectively. Short-term borrowings |
|||
|---|---|---|---|
| Type of borrowings Bank borrowings Unsecured borrowings Type of borrowings Bank borrowings Unsecured borrowings |
December31,2021 910,000 $ December31,2020 757,800 $ |
Interest rate range 0.85%~0.96% Interest rate range 1.05% |
Collateral |
| None Collateral |
|||
| None |
~24~
- (6) Long term borrowings
| Long-term borrowings | |
|---|---|
| Type ofborrowings | Undrawn Borrowing period Interest borrowing andrepayment term raterange facilities December31,2021 Borrowing period is from October 2021 to October 2023; principal is repayable in full amount at the maturity date; interest is repayable monthly. 1.20% - 300,000 $ Borrowing period is from September 2021 to March 2023; principal is repayable in full amount at the maturity date; interest is repayable monthly. 1.17% 100,000 100,000 Borrowing period is from November 2021 to November 2023; principal is repayable in full amount at the maturity date; interest is repayable 1.173% 70,000 130,000 530,000 $ |
| Long-term bank borrowings Unsecured borrowings Unsecured borrowings Unsecured borrowings |
~25~
| Type ofborrowings | Undrawn Borrowing period Interest borrowing andrepayment term raterange facilities December31,2020 Borrowing period is from October 2020 to August 2022; principal is repayable in full amount at the maturity date; interest is repayable monthly. 1.10% - 300,000 $ Borrowing period is from October 2020 to July 2022; principal is repayable in full amount at the maturity date; interest is repayable monthly. 1.22% - 100,000 400,000 $ |
|---|---|
| Long-term bank borrowings Unsecured borrowings Unsecured borrowings |
(7) Share capital
As described in Note 1, the Company acquired 100% of the shares of Glory Science, PQI and Foxlink Image through share swap by exchanging 1 common share of Glory Science into 1 common share of the Company, 1 common share of PQI converted to 0.194 common share of the Company and 1 common share of Foxlink Image converted to 0.529 common share of the Company. As of December 31, 2021, the Company’s authorised capital was $3,000,000, consisting of 300,000 thousand shares of ordinary stock (including 30,000 thousand shares reserved for employee stock options), and the paid-in capital was $2,462,421 with a par value of $10 (in dollars) per share. Ordinary shares outstanding at December 31,2021 amounted to 246,242 thousand shares.
~26~
(8) Capital surplus
| apital surplus | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| At January 1 Capital surplus used to issue cash to shareholders Transactions with non- controlling interest Recognition of change in equity of associates in proportion to the Group's ownership At December 31 At January 1 Capital surplus used to cover accumulated deficits Transactions with non- controlling interest Recognition of change in equity of associates in proportion to the Group's ownership At December 31 |
Share premium |
Difference between consideration and carrying amount of subsidiaries acquired or disposed Changes in ownership interests in subsidiaries 57,400 $ 125,447 $ - - 147,382 712,436 - - 204,782 $ 837,883 $ 2021 2020 |
Net change in equity of associates |
Total 4,198,013 $ 172,370) ( 859,818 4,858 4,890,319 $ |
||||||
| 3,955,425 $ 172,370) ( - - 3,783,055 $ |
59,741 $ - - 4,858 64,599 $ |
|||||||||
| 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 |
Total | ||||||
| 4,237,390 $ 281,965) ( - - 3,955,425 $ |
- $ - 57,400 - 57,400 $ |
- $ - 125,447 - 125,447 $ |
- $ - - 59,741 59,741 $ |
4,237,390 $ 281,965) ( 182,847 59,741 4,198,013 $ |
A. In accordance with IFRS Q&A issued by the Accounting Research and Development Foundation (ARDF) on October 26, 2018 and ARDF Interpretation 100-390, as described in Note 4, the share swap transactions between the Company and Glory Science were considered as a reorganisation under common control on October 1, 2018.
~27~
-
B. 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 paid-in capital each year. Capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.
-
C. The shareholders resolved that the Company distribute cash by using capital surplus of $172,370 (NT$0.7 (in dollars) per share) on July 20, 2021.
-
(9) Retained earnings (accumulated deficit to be covered)
-
A. Under the Company’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. The remaining earnings shall be proposed by the Board of Directors and resolved by the shareholders as dividends to shareholders.
-
According to the Company’s dividend policy, no more than 90% of the distributable retained earnings shall be distributed as shareholders’ bonus and cash dividend distributed in any calendar year shall be at least 20% of the total distributable earnings in that year based on future capital expenditures budget and capital requirements.
-
B. 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 the Company’s paid-in capital.
-
C. Special reserve
-
(a) In accordance with the regulations, the Company 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.
-
(b) As described in Note 4(2), the Company is substantially a continuation of Glory Science. Therefore, the amount previously set aside by the Company as special reserve in accordance with Order No. Financial-Supervisory-Securities-Corporate-1010012865, dated April 6, 2012, shall be the same as the amount reclassified from accumulated translation adjustment under shareholders’ equity to retained earnings for the exemptions elected by the Company. The increase in special reserve as a result of retained earnings arising from the adoption of IFRS amounted to $8,361 thousand.
-
D. The shareholders resolved that the Company cover accumulated deficit by using capital surplus of $281,965 on June 24, 2020.
~28~
- E. In accordance with the Company’s Articles of Incorporation and as resolved by the Board of Directors on March 26, 2021, the Company distributed cash dividends amounting to $73,873. Also, the appropriation of 2020 earnings as proposed and resolved by the shareholders on July 20, 2021 are as follows:
| , 2021 are as follows: | ||||
|---|---|---|---|---|
| 2020 | ||||
| Dividends per share | ||||
| Amount | (in dollars) | |||
| Legal reserve | $ | 8,935 |
||
| Cash dividends | 73,873 |
$ | 0.3 |
(10) Other income
| Revenue from directors’ and supervisors’ remuneration of the subsidiaries Others |
2021 2020 800 $ 2,015 $ 173 - 973 $ 2,015 $ Year ended December31 |
|---|---|
(11) Expenses by nature
| Expenses by nature | ||
|---|---|---|
| Employee benefit expense Wages and salaries Directors’ remuneration Labour and health insurance fees Pension costs Other personnel expenses |
Year ended December 31 | |
| 2021 30,996 $ 4,980 343 136 148 36,603 $ |
2020 | |
| 16,723 $ 2,870 382 181 222 |
||
| 20,378 $ |
-
A. In accordance with the Articles of Incorporation of the Company, a ratio of distributable profit of the current year, after covering accumulated losses, shall be distributed as employees’ compensation and directors’ and supervisors’ remuneration. The ratio shall not be lower than 6% for employees’ compensation and shall not be higher than 3% for directors’ and supervisors’ remuneration.
-
B. For the years ended December 31, 2021 and 2020, employees’ compensation was accrued at $30,000 and $5,600, respectively; while directors’ and supervisors’ remuneration was accrued at $4880 and $1,200, respectively. The aforementioned amounts were recognised in salary expenses.
-
C. The employees’ compensation and directors’ remuneration were estimated and accrued based on distributable profit of current year as of the end of reporting period and the percentage prescribed by the Company’s Articles of Incorporation. The employees’ compensation and directors’ remuneration resolved by the Board of Directors on March 24, 2022 were $30,000 and $4,880,
~29~
respectively, and will be distributed in the form of cash.
-
D. The employees’ compensation and directors’ remuneration as resolved by the Board of Directors were the same as the estimated amount recognized in the 2020 financial statements.
-
E. Information about employees’ compensation and directors’ remuneration of the Company 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.
(12) Income tax
-
A. Income tax expense
-
(a) Components of income tax expense:
| Current tax: Current tax on profits for the year Income tax expense |
Year ended December 31,2021 28,028 $ 28,028 $ |
Year ended December 31,2020 - $ - $ |
|---|---|---|
- B. Reconciliation between income tax expense and accounting profit
| YearendedDecember | YearendedDecember | 31 | |||
|---|---|---|---|---|---|
| 2021 | 2020 | ||||
| Tax calculated based on profit | $ | 92,408 |
$ | 16,720 |
|
| before tax and statutory tax rate | |||||
| Tax exempt income by tax regulation | ( | 90,062) |
( | 16,384) |
|
| Taxable loss not recognised as deferred tax | |||||
| assets | ( | 2,346) |
( | 336) |
|
| Effect from alternative minimum tax | 28,028 | - | |||
| Income tax expense | $ | 28,028 |
$ | - |
- C. Expiration dates of unused tax losses and amounts of unrecognised deferred tax assets of the Company’s domestic subsidiaries are as follows:
| December31,2021 | December31,2021 | ||
|---|---|---|---|
| Year incurred 2018 |
Amount filed/ Unrecognised assessed Unused amount deferred taxassets 4,103 $ - $ - $ December31,2020 |
Expiry year | |
| 2028 | |||
| Year incurred 2018 |
Amount filed/ assessed 4,103 $ |
Unrecognised Unused amount deferred tax assets 2,210 $ 2,210 $ |
Expiry year |
| 2028 |
- D. The Company’s income tax returns through 2018 have been assessed and approved by the Tax Authority.
~30~
(13) Earnings per share
| Basic earnings per share Profit attributable to the parent Diluted earnings per share Profit attributable to ordinary shareholders of the parent Assumed conversion of all dilutive potential ordinary shares Employees’ compensation Profit attributable to ordinary shareholders of the parent plus assumed conversion of all dilutive potential ordinary shares Basic earnings per share Profit attributable to the parent Diluted earnings per share Profit attributable to ordinary shareholders of the parent Assumed conversion of all dilutive potential ordinary shares Employees’ compensation Profit attributable to ordinary shareholders of the parent plus assumed conversion of all dilutive potential ordinary shares |
Weighted average number of Amount ordinary shares outstanding Earnings per share aftertax (shareinthousands) (indollars) 434,012 $ 246,242 1.76 $ 434,012 $ 246,242 - 956 434,012 $ 247,198 1.76 $ Weighted average number of Amount ordinary shares outstanding Earnings per share aftertax (shareinthousands) (indollars) 83,599 $ 246,242 0.34 $ 83,599 $ 246,242 - 173 83,599 $ 246,415 0.34 $ YearendedDecember31,2021 YearendedDecember31,2020 |
|---|---|
~31~
7. RELATED PARTY TRANSACTIONS
(1) Names of related parties and relationship
Names of related parties Relationship with the Company Cheng Uei Precision Industry Co., Ltd. (Cheng Uei) Ultimate parent Foxlink International Investment (FII) Subsidiary of the ultimate parent Fu Uei International Investment Ltd. (FUII) Subsidiary of the ultimate parent Foxlink Image Technology Co., Ltd. (Foxlink Image) Subsidiary of the Company Power Quotient International Co., Ltd. (PQI) Subsidiary of the Company Glory Science Co., Ltd. (Glory Science) Subsidiary of the Company Shih Fong Power Co., Ltd. (Shih Fong) Subsidiary of the Company Foxwell Energy Co., Ltd. (Foxwell Energy) Investee that the Company accounted for using equity method Shinfox Energy Co. Ltd. (Shinfox) The Company is its ultimate parent Foxwell Energy Corporation Ltd. (Foxwell Energy) The Company is its ultimate parent Glory Optics (Yancheng) Co., Ltd. (GOYC) The Company is its ultimate parent Glorytek (Yancheng) Co., Ltd. (Glorytek Yancheng) The Company is its ultimate parent
(2) Significant related party transactions
- A. Receivables from related parties:
| ignificant related party transactions Receivables from related parties: |
|
|---|---|
| December 31, 2021 PQI 19,689 Foxlink Image 6,977 26,666 $ Other receivables |
December31,2020 |
| - - |
|
| - $ |
Other receivables represent collections from subsidiaries for filing consolidated tax returns.
-
B. Loans to /from related parties:
-
(a) Loans to related parties:
- (i) Outstanding balance:
| o /from related parties: ns to related parties: Outstanding balance: |
||||||
|---|---|---|---|---|---|---|
| Interest income GOYC Glorytek Yancheng GOYC Glorytek Yancheng |
December31,2021 $ $ YearendedDecember31,2021 |
December31,2021 | ||||
| $ | ||||||
| $ | ||||||
| 1,072 $ 708 1,780 $ |
841 $ 694 1,535 $ |
(ii) Interest income
The loans to subsidiaries are repayable based on the agreement and carry interest at 1.12% per annum.
~32~
(3) Key management compensation
None.
8. Pledged Assets
None.
9. Significant Contingent Liabilities and Unrecognised Contract Commitments
(1) Contingencies
- A. Central Motion Picture Corporation (the “Central Motion Picture”), a financial asset at fair value through other comprehensive income that the Group obtained through investments accounted for using equity method, amounting to $257,656, was determined to be an affiliate organisation of the Kuomintang by the Ill-gotten Party Assets Settlement Committee (the “Ill-gotten Party”) in its written disposition, Dang-Chan-Chu-Zi No. 107007, issued on October 9, 2018. Under paragraph 1, Articles 5 and 9 of the Act Governing the Settlement of Ill-gotten Properties by Political Parties and Their Affiliate Organisations (the “Act”), properties that were held by the Central Motion Picture when the Act was released on August 10, 2016 are considered as unjustly received properties. The presumed ill-gotten party assets as prescribed in the preceding paragraph 1 of Article 5 are prohibited from being transferred or disposed starting from the date of promulgation of this Act. However, this restriction is not applicable if it is necessary to perform its legal duties or other justifiable reasons. The properties held by the Central Motion Picture are considered as unjustly received properties; however, their existing rights in leases, superficies, mortgage, or pawnage are not affected if Ill-gotten Party considers such assets as unjustly received assets and then orders the bona fide third party to transfer such assets to the State, local self-governing bodies, or original owners. Under Article 16, the Central Motion Picture may file an administrative litigation (an action for revocation) in the Taipei High Administrative Court within two months after the aforementioned written disposition was served. In addition, the Central Motion Picture may file for a suspension of execution under Paragraph 2, Article 116 of the Administrative Litigation Act. On December 12, 2018, the Central Motion Picture Corporation submitted a cause of action to the Taipei High Administrative Court, which ruled to approve the suspension of execution in January 2020. However, the Ill-gotten Party subsequently filed an appeal against the ruling, and it was dismissed by the High Administrative Court in February 2020. Meanwhile, the Central Motion Picture filed a revocation action with the Taipei High Court, and it was pending approval as of January 14, 2020. As of the financial reporting date, the possible outcome of this litigation cannot be determined.
The Company carried out a “Shih Fong Power’s FongPing River and Its Tributary Hydroelectric Project” (the “Project”) in Hualien County and planned to build a weir in FongPing River for hydropower plants to generate electricity. Since 2000, the Company has successively obtained the permit to build the infrastructure as an electricity enterprise and the work permit to operate power generation equipment as an electricity enterprise (the “Work Permit”). As the construction was unable to be completed on time, the Company has applied 15 times for an extension of the
~33~
Work Permit as approved by the Ministry of Economic Affairs. The most recent one was extended from December 31, 2020 to December 31, 2021. However, the local indigenous peoples (the “Petitioners”) filed a petition on May 14, 2021 according to the Article 21 of the Indigenous Peoples Basic Law (the “Law”), stating that the land used in the construction was the “indigenous land, tribe and their adjoin-land which owned by governments”, and it shall consult and obtain consent by indigenous peoples or tribes or even their participation in accordance with the Law. The regulatory authority issued the Work Permit before the consultation and consent processes are implemented, which is not in compliance with the Law. Thus, the Petitioners filed a petition with the Executive Yuan, requesting “the suspension of the Project” and “the revocation of work permit in 2021”. The Executive Yuan dismissed the petition concerning “the suspension of the Project”, but the Petitioners filed an administrative litigation with the Taipei High Administrative Court. On December 3, 2021, the Taipei High Administrative Court rendered a judgement that the Project is suspended until the administrative litigation is finalised. The Company filed a counterappeal according to the laws to suspend the effect of the ruling. On January 24, 2022, the case was transferred to the Supreme Administrative Court for final judgement. As of the financial reporting date, the possible result of this litigation cannot be determined. In addition, regarding the dispute on “the revocation of work permit in 2021”, the Company received a letter on March 14, 2022 issued by the Ministry of Economic Affairs per Jing-Shou-Neng-Zi Letter. No. 11103002490, dated March 10, 2022. The letter is issued based on the administrative appeal decision rendered by the Executive Yuan, which requests the Company to carry out the consultation and consent processes pursuant to the Article 21 of the “Indigenous Peoples Basic Law” as the Law is applicable to the Company during the extension period, and send the consultation and consent documents obtained thereby to the Ministry of Economic Affairs.
(2) Commitments
-
A. Information on endorsements/guarantees of the Company is provided in Note 13(1)B.
-
B. As of December 31, 2021 and 2020, the letters of guarantee to be issued by the bank, which are required for the Group’s performance guarantee for the property procurement and installation of Taiwan Power Company’s offshore wind power project, both amounted to $5,400,000, of which the amounts provided by the Group to banks as pledges (shown as financial assets at amortised cost) were $1,620,000 and $5,400,000, respectively, the endorsement and guarantee amount provided by the Company was $4,700,000 and $0, respectively, and the amounts pledged by the letter of guarantee assigned by subcontractors were $1,608,370 and $0, respectively.
-
C. As of December 31, 2021 and 2020, the letters of guarantee to be issued by the bank, which are required for performance guarantee under the contracted photovoltaic electric systems, amounted to $100,699 and $282,681, respectively.
-
D. The subsidiaries of the Company entered into agreements of equipment procurement and operation maintenance with Taipower for Phase II of the Offshore Wind Power Project, the “Wind Farm Property Procurement and Installation Project” with a total consideration of
~34~
$56,588,000 and $6,300,000, respectively. The equipment procurement agreement stipulated that the Company shall complete the substructure installation of all wind turbines and marine substations before September 30, 2024, dispatch all units safely before September 30, 2025 and complete all construction before December 31, 2025. The Company will provide a 2-year warranty from the date of construction acceptance and guarantee a certain power supply from equipment. There is a staged progress and a final deadline for the performance of the project, and the penalty for overdue contract is calculated on the basis of each phase of the construction until the date of termination or cancellation of the agreement. The operation maintenance agreement regulated the terms of the guaranteed annual availability rate penalty for all wind power equipment and the period of the agreement was five years after all units have been safely dispatched.
10. Significant Disaster Loss
None.
11. Significant Events after the Balance Sheet Date
- A. The appropriation of 2021 earnings had been approved by the Board of Directors on March 24, 2022. Details are summarized below:
| Details are summarized below: | ||
|---|---|---|
| Legal reserve Special reserve Cash dividends |
2021 | |
| Amount 42,083 $ 220,768 123,121 |
Dividends per share (indollars) |
|
| 0.5 $ |
- B. The cash payment from capital surplus of $246,242(NT $1 per share) had been approved by the Board of Directors on March 24, 2022.
12. Others
(1) Capital management
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or use the working capital effectively to reduce debt.
(2) Financial instruments
- A. Financial instruments by category
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December 31, 2021 December 31, 2020
Financial assets
Financial assets at amortised cost
Financial assets at fair value through other comprehensive income Designation of equity instrument Financial assets at amortised cost Cash and cash equivalents Financial assets at amortised cost
==> picture [425 x 222] intentionally omitted <==
----- Start of picture text -----
Designation of equity instrument $ 210,529 $ -
Financial assets at amortised cost
Cash and cash equivalents 1,532 2,150
Financial assets at amortised cost 227,626 -
$ 229,158 $ 2,150
December 31, 2021 December 31, 2020
Financial liabilities
Financial liabilities at amortised cost
Short-term borrowings $ 910,000 $ 757,800
Other accounts payable 41,722 12,800
Long-term borrowings 530,000 400,000
$ 1,481,722 $ 1,170,600
----- End of picture text -----
- B. Financial risk management policies
The Company’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk and interest rate risk), credit risk and liquidity risk.
The Company’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company’s financial position and financial performance.
-
C. Significant financial risks and degrees of financial risks
-
(a) Market risk
Exchange rate risk
-
i. The Company’s foreign exchange rate risk mainly arises from recognised assets and liabilities
-
ii. The Company’s businesses involve some non-functional currency operations. The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:
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==> picture [416 x 268] intentionally omitted <==
----- Start of picture text -----
December 31, 2021
Foreign currency amount Book value
(In thousands) Exchange rate (NTD)
(Foreign currency:
functional currency)
Financial assets
Monetary items
RMB:NTD $ 457 $ 4.3440 $ 1,985
December 31, 2020
Foreign currency amount Book value
(In thousands) Exchange rate (NTD)
(Foreign currency:
functional currency)
Financial assets
Monetary items
RMB:NTD $ 80,326 $ 4.3770 $ 351,587
----- End of picture text -----
-
iii. The total exchange (loss) gain, including realised and unrealised, arising from significant foreign exchange variation on the monetary items held by the Company for the years ended December 31, 2021 and 2020, amounted to ($2,276) and $12,054, respectively.
-
iv. Analysis of foreign currency market risk arising from significant foreign exchange variation:
| YearendedDecember31, | 2021 | |
|---|---|---|
| Sensitivity analysis | ||
| Degree of | Effect on profit | Effect on other |
| variation | or loss before tax | comprehensiveincome |
(Foreign currency: functional currency) Financial assets Monetary items RMB:NTD 1% $ 20 -
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==> picture [440 x 141] intentionally omitted <==
----- Start of picture text -----
Year ended December 31, 2020
Sensitivity analysis
Degree of Effect on profit Effect on other
variation or loss before tax comprehensive income
(Foreign currency:
functional currency)
Financial assets
Monetary items
RMB:NTD 1% $ 3,516 -
----- End of picture text -----
Interest rate risk
The Company is not exposed to market risk arising from material change in interest rates as it did not invest in interest rate products and its borrowings were at fixed rate.
- (b) Credit risk
Credit risk refers to the risk of financial loss to the Company arising from default by the counterparties of financial instruments on the contract obligations. Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions. For banks and financial institutions, only independently rated parties with a good credit rating are accepted.
-
(c) Liquidity risk
-
i. Cash flow forecasting is performed in the Company. Company treasury monitors rolling forecasts of the Company’s liquidity requirements to ensure it has sufficient cash to meet operational needs so that the Company does not breach agreement related to liabilities.
-
ii. The table below analyses the Company’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.
Non-derivative financial liabilities
| December 31, 2021 Short-term borrowings Other payables Long-term borrowings |
Less than 1year 910,402 $ 41,722 6,295 958,419 $ |
Between 2 and 5 years - $ - 534,294 534,294 $ |
Over5 years |
|---|---|---|---|
| - $ - - |
|||
| - $ |
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Non-derivative financial liabilities
| Less than | Between 2 | |||||
|---|---|---|---|---|---|---|
| December 31, 2020 | 1 year | and 5 years | Over 5 years | |||
| Short-term borrowings | $ | 758,403 |
$ | - |
$ | - |
| Other payables | 12,800 | - |
- | |||
| Long-term borrowings | 4,520 | 402,589 | - | |||
| $ | 775,723 |
$ | 402,589 |
$ | - |
(3) Fair value information
The Company did not trade any financial instruments measured at fair value.
- (4) Others
None.
13. Supplementary Disclosures
(1) Significant transactions information
-
A. Loans to others: Please refer to table 1.
-
B. Provision of endorsements and guarantees to others: Please refer to table 2.
-
C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Please refer to table 3.
-
D. Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company’s paid-in capital: Please refer to table 4.
-
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: Please refer to table 5.
-
H. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: Please refer to table 6.
-
I. trading in derivative instruments undertaken during the reporting periods: None.
-
J. Significant inter-company transactions during the reporting periods: Please refer to table 7.
(2) Information on investees
Names, locations and other information of investee companies (not including investees in Mainland China) : Please refer to table 8.
(3) Information on investments in Mainland China
-
A. Basic information: Please refer to table 9.
-
B. Significant transactions conducted with investees in Mainland China directly or indirectly through other companies in the third areas
-
(a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period: Please refer to Note 13(1) G.
-
(b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period: Please refer to Note 13(1) G.
~39~
-
(c) The amount of property transactions and the amount of the resulting gains or losses:None.
-
(d) Balance and purpose of provision of endorsements/guarantees or collaterals at December 31,
- 2021: Please refer to 13(1) B.
-
(e) Maximum balance, ending balance, interest rate range and interest for financing during the year ended and as at December 31, 2021: Please refer to Note 13(1) A.
-
(f) Other significant transactions that affected the gains and losses or financial status for the period, i.e. rendering/receiving of service: None.
-
(4) Major shareholders information
Please refer to table 10.
14. Segment Information
None.
~40~
FIT HOLDING CO., LTD. STATEMENT OF CHANGES IN INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD FOR THE YEAR ENDED DECEMBER 31, 2021
(Expressed in thousands of New Taiwan dollars)
STATEMENT 1
| Name | Beginning | Balance | Addition(Note 1) | Addition(Note 1) | Shares Amount - 256,224) ($ - - - 391,537) ( 57,500,000) ( 614,274) ( - - 21,000,000) ( 209,077) ( 1,471,112) ($ Decrease(Note 1) |
EndingBalance | EndingBalance | Market Value or Net Assets Value(Note 2) |
Market Value or Net Assets Value(Note 2) |
Collateral | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Shares | Amount | Shares | Percentage of Ownership |
Amount | Unit Price | Total Amount | |||
| Foxlink Image Technology Co., Ltd. Power Quotient International Co., Ltd. Glory Science Co., Ltd. Shih Fong Power Co., Ltd. Synergy Co., Ltd. LeadsunFox Greenergy Investment Co., Ltd. |
164,993,974 324,690,529 95,970,371 95,000,000 - 21,000,000 |
3,682,263 $ 2,211,702 772,681 1,000,903 - 209,077 7,876,626 $ |
- 120,000,000 - - 3,676,000 - |
$ - 2,202,539 - - 35,845 - 2,238,384 $ |
164,993,974 444,690,529 95,970,371 37,500,000 3,676,000 - |
100% 100% 100% 16.30% 36.76% 0% |
3,426,039 $ 4,414,241 381,144 386,629 35,845 - 8,643,898 $ |
16.28 10.12 3.97 10.62 9.75 - |
2,686,319 $ 4,501,769 381,144 398,308 35,845 - 8,003,385 $ |
None None None None None None |
Note 1: Changes in current year included acquisition of investments accounted for using equity method and share of profit or loss or other comprehensive income in investees accounted for using the equity method. Note 2: Net assets value was calculated based on the Company’s shareholding ratio in each investee according to their financial statements. Note 3: The company resigned from the directorship of Liwei Solar Energy Co., Ltd. on May 20, 2021.
After evaluation, it has lost its significant influence and subsequently accounted for financial assets measured at fair value through other comprehensive income and losses.
STATEMENT 1,Page1
FIT HOLDING CO., LTD. STATEMENT OF SHORT-TERM BORROWINGS FOR THE YEAR ENDED DECEMBER 31, 2021
(Expressed in thousands of New Taiwan dollars)
STATEMENT 2
| STATEMENT 2 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Nature | Description | EndingBalance | Contract Period | Range of Interest Rate | Credit Line | Collateral | Note | |
| Unsecured Unsecured Unsecured |
Bank SinoPac Taishin Bank Taishin Bank |
660,000 $ 150,000 100,000 910,000 $ |
110/12/29~111/1/14 110/12/22~111/1/22 110/12/15~111/1/14 |
0.85% 0.96% 0.96% |
1,000,000 250,000 250,000 |
None None None |
STATEMENT 2,Page1
FIT HOLDING CO., LTD. STATEMENT OF LONG-TERM BORROWINGS FOR THE YEAR ENDED DECEMBER 31, 2021
(Expressed in thousands of New Taiwan dollars)
STATEMENT 3
| STATEMENT 3 | ||||||
|---|---|---|---|---|---|---|
| Creditor | Description | Amount 300,000 $ 100,000 130,000 |
Contract Period | Interest Rate | Collateral | Note |
| Yuanta Bank Jih Sun Bank Entie Commercial Bank |
Borrowing period is from October 2021 to October 2023; principal is repayable in full amount at the maturity date; interest is repayable monthly. Borrowing period is from September 2021 to March 2023; principal is repayable in full amount at the maturity date; interest is repayable monthly. Borrowing period is from November 2021 to November 2023; principal is repayable in full amount at the maturity date; interest is repayable monthly. |
110/10/15~112/10/15 110/9/28~112/3/28 110/11/29~112/11/29 |
1.20% 1.17% 1.173% |
None None None |
||
| 530,000 $ |
STATEMENT 3,Page1
FIT HOLDING CO., LTD.
SUMMARY STATEMENT OF CURRENT PERIOD EMPLOYEE BENEFITS, DEPRECIATION, DEPLETION AND AMORTIZATION EXPENSES BY FOR THE YEAR ENDED DECEMBER 31, 2021
(Expressed in thousands of New Taiwan dollars)
STATEMENT 4
| STATEMENT 4 | ||||||
|---|---|---|---|---|---|---|
| Function Nature |
Year ended December 31,2021 | Year ended December 31,2020 | ||||
| Classified as OperatingCosts |
Classified as Operating |
Total | Classified as OperatingCosts |
Classified as Operating |
Total | |
| Employee Benefit Expense | ||||||
| Wages and salaries | $- | $30,996 | $30,996 | $- | $16,723 | $16,723 |
| Labour and health insurance fees | - | 343 | 343 | - | 382 | 382 |
| Pension costs | - | 136 | 136 | - | 181 | 181 |
| Directors' remuneration | - | 4,980 | 4,980 | - | 2,870 | 2,870 |
| Otherpersonnel expenses | - | 148 | 148 | - | 222 | 222 |
Note:
-
As at December 31, 2021 and 2020, the Company had 20 and 22 employees,including 9 and 9 non-employee directors, respectively.
-
2.A company whose stock is listed for trading on the stock exchange or over-the-counter securities exchange shall additionally disclose the following information
: -
(1) Average employee benefit expense in current year was $2,875 ((Total employee benefit expense in current year–Total Directors' remuneration)/(Number of employees in current year–Number of non-employee directors in current year)).
-
Average employee benefit expense in previous year was $1,347 ((Total employee benefit expense in previous year–Total Directors' remuneration)/(Number of employees in previous year–Number of non-employee directors in previous year)).
-
(2) Average employee salaries in current year was $2,818 (Total employee salaries in current year/(Number of employees in current year–Number of non-employee directors in current year)).
-
Average employee salaries in previous year was $1,286 (Total employee salaries in previous year/(Number of employees in previous year– Number of non-employee directors in previous year)).
STATEMENT 4,Page1
FIT HOLDING CO., LTD.
SUMMARY STATEMENT OF CURRENT PERIOD EMPLOYEE BENEFITS, DEPRECIATION, DEPLETION AND AMORTIZATION EXPENSES BY (Cont.) FOR THE YEAR ENDED DECEMBER 31, 2021
(Expressed in thousands of New Taiwan dollars)
STATEMENT 4
-
(3) Adjustments of average employee salaries was 119% ((Average employee salaries in current year–Average employee salaries in previous year) / Average employee salaries in previous year).
-
(4) There was no supervisors’ remuneration in current and previous years. (The Company has no supervisors’ remuneration as it has set up an audit committee)
-
(5) The Company’s remuneration policy (including directors, supervisors, managers, and employees) is as follows:
-
A. Relevance between the policy, standard and portfolio and established procedures of the remuneration that the Company paid to directors and independent directors and operational performance and future risk;
-
(a) Directors’ remuneration of the Company was paid in accordance with the standards of attendance allowance and travel fee payments approved by the Board of Directors as well as the general pay levels.
-
(b) In accordance with Article 26 of the Company’s Articles of Incorporation: a ratio of distributable profit of the current year’s profit before tax that excludes employees’ compensation and directors’ remuneration, after covering accumulated losses, shall be distributed as employees’ compensation and directors’ remuneration, which will be resolved by the Board of Directors. The ratio shall not be lower than 6% for employees’ compensation and shall not be higher than 3% for directors’ remuneration.
-
B. Relevance between the policy, standard and portfolio and established procedures of the remuneration that the Company paid to managers and operational performance and future risk;
-
(a) Managers’ remuneration of the Company was determined in accordance with requirements stated in the performance evaluation regulations of the Company, depending on personal performance and contribution to the Company’s overall operation and by reference to the general pay levels of the industry and was conducted after being reviewed by the remuneration committee and reported to the Board of Directors for approval.
STATEMENT 4,Page2
FIT HOLDING CO., LTD.
SUMMARY STATEMENT OF CURRENT PERIOD EMPLOYEE BENEFITS, DEPRECIATION, DEPLETION AND AMORTIZATION EXPENSES BY (Cont.) FOR THE YEAR ENDED DECEMBER 31, 2021
(Expressed in thousands of New Taiwan dollars)
STATEMENT 4
-
(b) In accordance with Article 26 of the Company’s Articles of Incorporation: a ratio of distributable profit of the current year’s profit before tax that excludes employees’ compensation and directors’ remuneration, after covering accumulated losses, shall be distributed as employees' compensation and directors’ remuneration, which will be resolved by the Board of Directors. The ratio shall not be lower than 6% for employees’ compensation and shall not be higher than 3% for directors’ remuneration.
-
C. Relevance between the policy, standard and portfolio and established procedures of the remuneration that the Company paid to employees and operational performance and future risk;
-
(a) Employees’ remuneration included monthly salary (including meal allowances), annual salary adjustment for personal performance, performance bonus, holiday bonus and earnings bonus. Salary payment of the Company’s employees was determined in accordance with the general pay levels of the industry, operation of the Company, employees’ educational background, experience, ability and contribution and was adjusted depending on the market salary dynamics, changes in the overall economic and industrial climate and the government regulations.
-
(b) In accordance with Article 26 of the Company’s Articles of Incorporation: a ratio of distributable profit of the current year’s profit before tax that excludes employees’ compensation and directors’ remuneration, after covering accumulated losses, shall be distributed as employees' compensation and directors’ remuneration, which will be resolved by the Board of Directors. The ratio shall not be lower than 6% for employees’ compensation and shall not be higher than 3% for directors’ remuneration.
STATEMENT 4,Page3
Loans to others
Table 1
Expressed in thousands of NTD (Except as otherwise indicated)
FIT HOLDING CO., LTD.
Year ended December 31, 2021
| Maximum outstanding balance during the year ended December 31, 2021 Balance at December 31, 2021 Interest rate Nature of loan (Note 2) Amount of transactions with the borrower Reason for short-term financing Allowance for doubtful accounts Actual amount drawn down No. (Note 1) Creditor Borrower General ledger account Is a related party |
Collateral | Limit on loans granted to a single party (Note 3) |
Ceiling on total loansgranted |
Footnote |
|---|---|---|---|---|
| Item Value |
||||
| 0 FIT Holding Co., Ltd. Glory Optics (Yancheng) Co., Ltd. Other receivables Y 131,520 $ - $ - $ 0.98%~1.20% 2 - $ Operations - $ 0 FIT Holding Co., Ltd. Glorytek (Yancheng) Co., Ltd. Other receivables Y 289,344 - - 0.98%~1.20% 2 - Operations - 0 FIT Holding Co., Ltd. Foxwell Energy Corporation Ltd. Other receivables Y 600,000 - - 1.56% 2 - Operations 1 Foxlink Image Technology Co., Ltd. Glory Science Co., Ltd. Other receivables Y 300,000 300,000 300,000 1.20% 2 - Operations - 1 Foxlink Image Technology Co., Ltd. Glorytek (Yancheng) Co., Ltd. Other receivables Y 218,000 217,200 217,200 1.50% 2 - Operations - 1 Foxlink Image Technology Co., Ltd. Power Quotient International Co., Ltd. Other receivables Y 600,000 - - 0.89-1.23% 2 - Operations 2 Glory Science Co., Ltd. Glory Optics (Yancheng) Co., Ltd. Other receivables Y 254,272 - - 1.50% 2 - Operations - 3 Glorytek (Suzhou) Co., Ltd. Glory Optics (Yancheng) Co., Ltd. Other receivables Y 28,058 27,802 27,802 3% 2 - Operations - 3 Glorytek (Suzhou) Co., Ltd. Glorytek (Yancheng) Co., Ltd. Other receivables Y 219,200 217,200 173,760 5% 2 - Operations - 4 Shinfox Energy Co. Ltd. Foxwell Energy Corporation Ltd. Other receivables Y 300,000 300,000 - Average borrowing rate plus 0.1% 2 - Group capital movement - 4 Shinfox Energy Co. Ltd. Foxwell Power Co., Ltd. Other receivables Y 50,000 - - Average borrowing rate plus 0.1% 2 - Group capital movement - 4 Shinfox Energy Co. Ltd. Shinfox Natural Gas Co., Ltd. Other receivables Y 60,000 - - Average borrowing rate plus 0.1% 2 - Group capital movement - 5 Power Quotient Technology (YANCHENG) Co., Ltd. Glory Optics (Yancheng) Co., Ltd. Other receivables Y 523,200 521,280 521,280 1.50% 2 - Group capital movement - |
- - $ - - - - - - - - - - - - - - - - - - - - |
2,273,143 $ 2,273,143 2,273,143 1,074,528 1,074,528 1,074,528 152,457 369,064 369,064 2,354,170 2,354,170 2,354,170 693,916 |
3,030,857 $ 3,030,857 3,030,857 1,074,528 1,074,528 1,074,528 152,457 369,064 369,064 2,354,170 2,354,170 2,354,170 693,916 |
Note 1: Fill in the nature of the loan as follows:
-
(1) Fill in 1 for business transaction.
-
(2) Fill in 2 for short-term financing
-
Note 2: The Company's and its subsidiaries' limits on loans to singal party and total loans are calculated based on the Company's and its subsidiaries' "Procedures for Provision of Loans".
-
(a) Total limit on loans granted to the companies having business relationship with the Company is 40% of the Company's net assets, limit on loans granted to a single party is 150% of the amount of business transactions between the creditor and borrower in the current year; the amount of business transactions means the higher between sales and purchases.
-
(b) Limit on total loans to parties with short-term financing is 40% of the Company's net assets; but limit on loans to a single party is 30% of the Company's net assets.
-
(c) Ceiling on total loans granted between foreign companies whose voting shares are 100% held by the Company directly or indirectly, or on loans granted to the Company by such foreign companies is 100% of their net asset value.
-
The total amount of loans granted to a single company should not exceed 100% of the net assets. Financing period shall not be more than 3 years.
-
(d) Among the Company and the parent company or subsidiaries, or loans between the Company's subsidiaires, excluding the loans to others qualifying the abovementioned condition, (c), the authorised limit on the Company's or the Company's subsidiaries' loans to a singal party shall be lower than 10% of the company's net assets based on the company's lastest financial statements.
-
(e) Limit on total loans and individual limit on lonas to others of the Company's subsidiaries are both under 40% of the Company's net assets.
Table 1, Page 1
FIT HOLDING CO., LTD.
Provision of endorsements and guarantees to others
Year ended December 31, 2021
Table 2
Expressed in thousands of NTD (Except as otherwise indicated)
| Number (Note 1) Endorser/ guarantor |
Partybeingendorsed/guaranteed | Limit on endorsements/ guarantees provided for a single party (Note 3) |
Maximum outstanding endorsement/ guarantee amount as of December 31, 2021 |
Outstanding endorsement/ guarantee amount at December 31, 2021 |
Actual amount drawn down |
Amount of endorsements/ guarantees secured with collateral |
Ratio of accumulated endorsement/ guarantee amount to net asset value of the endorser/ guarantor company |
Ceiling on total amount of endorsements/ guarantees provided |
Provision of endorsements/ guarantees by parent company to subsidiary |
Provision of endorsements/ guarantees by subsidiary to parent company |
Provision of endorsements/ guarantees to the party in Mainland China |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Companyname Relationship with the endorser/ guarantor (Note2) |
||||||||||||
| 0 FIT Holding Co., Ltd. 0 FIT Holding Co., Ltd. 0 FIT Holding Co., Ltd. 0 FIT Holding Co., Ltd. 1 Foxlink Image Technology Co., Ltd. 1 Foxlink Image Technology Co., Ltd. 2 Shinfox Energy Co. Ltd. |
Power Quotient International Co., Ltd. 2 Glory Science Co., Ltd. 2 Shih Fong Power Co., Ltd. 2 Foxwell Energy Corporation Ltd. 2 Power Quotient International Co., Ltd. 2 Glory Science Co., Ltd. 2 Foxwell Energy Corporation Ltd. 4 |
11,365,716 $ 11,365,716 10,608,001 10,608,001 3,760,849 3,760,849 8,828,139 |
735,642 $ 1,419,270 3,000,000 515,020 600,000 600,000 4,700,000 |
535,638 $ 1,020,320 3,000,000 - $ 600,000 $ 300,000 $ 4,700,000 |
215,638 $ 683,320 - - $ 500,000 $ 300,000 $ 4,700,000 |
- $ - $ - $ - $ - $ - $ - $ |
7.07 13.47 39.59 - $ 8 $ 4 $ 62.03 |
11,365,716 $ 11,365,716 11,365,716 11,365,716 4,029,482 4,029,482 8,828,139 |
Y Y Y Y N N Y |
N N N N N N N |
N N N N N N N |
Note 1: 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 parent company owns directly and indirectly more than 50% voting shares of the endorsed/guaranteed subsidiary.
-
(3) The endorsed/guaranteed company owns directly and indirectly more than 50% voting shares of the endorser/guarantor parent company.
-
(4) The endorser/guarantor parent company owns directly and indirectly more than 90% voting shares of the endorsed/guaranteed company.�
-
(5) Mutual guarantee of the trade made by the endorsed/guaranteed company or joint contractor as required under the construction contract.�
-
(6) Due to joint venture, all shareholders provide endorsements/guarantees to the endorsed/guaranteed company in proportion to its ownership.�
-
(7) Joint guarantee of the performance guarantee for pre-sold home sales contract as required under the Consumer Protection Act.�
Note 2: Total limit or limit on loans to a singal party of the Company's and subsidiaires is calculated in accordance with the Company's "Procedures for Provision of Endorsements and Guarantees".
-
(1) Limit on total endorsements is 150% of the Company's net asset.
-
(2) Limit on endorsements to a single party is 140% of the Company's net asset.
-
(3) Limit on total endorsements granted by the Company and its subsidiaries is 150% of the Company's net asset.
-
(4) Total limit on the Company's and its subsidiaries endorsement/guarantee to a singal party is 140% of the Company's net assets and to the subisidiaries that the Company owned more than 90% (included) voting shares is 150% of the Company's net assets.
-
(5) For business transaction with the Company, the guarantee amount should not exceed 150% of the amount of business transaction, which is the higher between sales and purchases.
-
(6) The companies whose voting rights are 90% owned directly and indirectly by the Company can provide endorsement/guarnatee each other with a limat of 10% of the Company's net assets, but not available for the companies whose voting rights are 100% owned directly and indirectly by the Company.
-
(7) The Company's subsidiary who prepared to provide endorsement/guarnatee to others due to business transaction shall implement in accordance with the Company's procedures, and the calculation of the Company's net assets shall use the subsidiary's net assets.
Table 2, Page 1
FIT HOLDING CO., LTD.
Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures)
Year ended December 31, 2021
Table 3
Expressed in thousands of NTD
(Except as otherwise indicated)
| Securitiesheld by | Marketable securities | Relationship with the securitiesissuer |
General ledgeraccount |
As of December31,2021 | As of December31,2021 | Footnote | ||
|---|---|---|---|---|---|---|---|---|
| Number of shares (inthousands) |
Bookvalue | Ownership (%) | Fairvalue | |||||
| FIT Holding Co., Ltd. Foxlink Image Technology Co., Ltd. Foxlink Image Technology Co., Ltd. Foxlink Image Technology Co., Ltd. Foxlink Image Technology Co., Ltd. Power Quotient International Co., Ltd. Power Quotient International Co., Ltd. Power Quotient International Co., Ltd. Power Quotient International Co., Ltd. Power Quotient International Co., Ltd. |
LeadsunFox Greenergy Investment Co., Ltd. TAIWAN STAR TELECOM CORPORATION LIMITED Central Motion Picture Corporation Cheng Uei Precision Industry Co., Ltd. Wellgen Medical Co., Ltd. SAINT SONG CORP. OURS TECHNOLOGY INC. INNOPLUS CO., LTD. TAIWAN STAR TELECOM CORPORATION LIMITED STACK DEVICES CORP. |
Not applicable Not applicable Investee of the Company's parent company which is accounted for using equity method The Company's parent company Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable |
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 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 |
21,000 50,000 4,294 27,503 1,500 127 13 160 50,000 70 |
210,529 $ 225,400 257,656 1,087,743 18,375 - - - 225,400 - |
14.00 0.91 4.00 5.37 15.56 1.05 0.21 12.00 0.91 0.11 |
210,529 $ 225,400 257,656 1,087,743 18,375 - - - 225,400 - |
Not pledged as collateral Not pledged as collateral Not pledged as collateral Not pledged as collateral Not pledged as collateral Not pledged as collateral Not pledged as collateral Not pledged as collateral Not pledged as collateral Not pledged as collateral |
Table 3, Page 1
As of December 31, 2021
| Securitiesheld by | Marketable securities | Relationship with the securitiesissuer |
General ledgeraccount |
Number of shares (inthousands) |
Bookvalue | Ownership (%) | Fairvalue | Footnote |
|---|---|---|---|---|---|---|---|---|
| Power Quotient Technology (YANCHENG) Co., Ltd. Shinfox Co., Ltd. Shinfox Co., Ltd. Foxwell Energy Corporation Ltd. |
Jiangsu Foxlink New Energy Technology Co.,Ltd. Corvus Energy Ltd. SEC INTERNATIONAL INC. Full Entertainment Marketing Co., Ltd. |
Not applicable Not applicable Not applicable Not applicable |
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 |
- 22 54 300 |
73,417 - - - |
12.90 0.04 9.00 3.00 |
73,417 - - - |
Not pledged as collateral Not pledged as collateral Not pledged as collateral Not pledged as collateral |
Table 3, Page 1
FIT HOLDING CO., LTD.
Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company's paid-in capital
Year ended December 31, 2021
| Year ended | Year ended | December 31, 2021 | December 31, 2021 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Investor Table 4 |
Marketable securities |
General ledger account |
Counterparty | Relationship with the counterparty |
Balance as at January1,2021 | Addition | Disposal | (Except as otherwise indicated) Balance as at December 31,2021 Expressed in thousands of NTD |
||||||
| No. of shares (in thousands) |
Amount | No. of shares (in thousands) |
Amount | No. of shares (in thousands) |
Selling price | Bookvalue | Gain (loss) on disposal |
No. of shares (in thousands) |
Amount | |||||
| FIT Holding Co., Ltd. Power Quotient International Co., Ltd. |
Shih Fong Power Co., Ltd. Shinfox Co., Ltd. |
Investment accounted for using equity method Investment accounted for using equity method |
C&C INVESTMENT CORPORATION Note1 |
Third parties Subsidiary |
95,000,000 58,743,000 |
$ 1,000,903 740,111 |
- 15,860,610 |
$ - 1,364,012 |
57,500,000 1,085,000 |
$ 690,000 112,809 |
$ 612,793 42,633 |
$ - 70,175 |
37,500,000 73,518,610 |
$ 386,629 2,953,307 |
Note1:Due to cash capital increase。
Table 4, Page 1
Table 5
FIT HOLDING CO., LTD.
Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more Year ended December 31, 2021
Expressed in thousands of NTD (Except as otherwise indicated)
| Purchaser/seller | Counterparty | Relationship with the counterparty |
Transaction | Differences in transaction terms compared to third party transactions |
Differences in transaction terms compared to third party transactions |
Notes/accounts receivable(payable) | Notes/accounts receivable(payable) | Footnote | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases (sales) |
Amount | Percentage of total purchases (sales) |
Credit term | Unit price | Credit term | Balance | Percentage of total notes/accounts receivable (payable) |
||||
| Wei Hai Fu Kang Electric Co., Ltd. ACCU-IMAGE TECHNOLOGY LIMITED Dongguan Fu Wei Electronics Co., Ltd. Foxlink Image Technology Co., Ltd. Dong Guan Fu Zhang Precision Industry Co., Ltd. Foxlink Image Technology Co., Ltd. Wei Hai Fu Kang Electric Co., Ltd. Foxlink Image Technology Co., Ltd. Shinfox Co., Ltd. Glorytek (Yancheng) Co., Ltd. Glory Science Co., Ltd. |
ACCU-IMAGE TECHNOLOGY LIMITED Wei Hai Fu Kang Electric Co., Ltd. Foxlink Image Technology Co., Ltd. Dongguan Fu Wei Electronics Co., Ltd. Foxlink Image Technology Co., Ltd. Dong Guan Fu Zhang Precision Industry Co., Ltd. Foxlink Image Technology Co., Ltd. Wei Hai Fu Kang Electric Co., Ltd. Shinfox Power Co., Ltd. Glory Science Co., Ltd. Glorytek (Yancheng) Co., Ltd. |
Affiliate Affiliate Affiliate Affiliate Affiliate Affiliate Affiliate Affiliate Affiliate Affiliate Affiliate |
Sales Purchases Sales Purchases Sales Purchases Sales Purchases Sales Sales Purchases |
203,883) ($ 203,883 771,631) ( 771,631 179,685) ( 179,685 142,634) ( 142,634 391,510) ( 131,767) ( 131,767 |
-0.58 100% -91% 78% -0.96 18% -41% 4% -9% -43% 31% |
Flexible collection, depending on the capital requirement Flexible collection, depending on the capital requirement 90 days after monthly billings 90 days after monthly billings Flexible collection, depending on the capital requirement Flexible collection, depending on the capital requirement Flexible collection, depending on the capital requirement Flexible collection, depending on the capital requirement Flexible collection, depending on the capital requirement Flexible collection, depending on the capital requirement Flexible collection, depending on the capital requirement |
Mutual agreement Mutual agreement Mutual agreement Mutual agreement Mutual agreement Mutual agreement Mutual agreement Mutual agreement Mutual agreement Mutual agreement Mutual agreement |
None None None None None None None None None None None |
50,694 $ 50,694) ( 253,110 253,110) ( 182,406 182,406) ( 40,068 40,068) ( - 43,816 43,186) ( |
56% -100% 89% -54% 87% -39% 44% -9% 0% 57% -38% |
Note1 |
Note1: SHINFOX ENERGY CO., LTD. has not been a related party of the Group since May 20, 2021. Please refer to Note VII (1) for details.
Table 5, Page 1
Table 6
FIT HOLDING CO., LTD.
Receivables from related parties reaching $100 million or 20% of paid-in capital or more
Year ended December 31, 2021
Expressed in thousands of NTD (Except as otherwise indicated)
Overdue receivables
| Overdue | receivables | |||||||
|---|---|---|---|---|---|---|---|---|
| Creditor | Counterparty | Relationship withthe counterparty |
Balance as at December31,2021 |
Turnover rate | Amount | Actiontaken | Amount collected subsequent to the balance sheet date |
Allowance for doubtfulaccounts |
| Foxlink Image Technology Co., Ltd. Foxlink Image Technology Co., Ltd. Glory Science Co., Ltd. Glory Science Co., Ltd. Glory Science Co., Ltd. Yancheng Yaowei Technology Co., Ltd. Glorytek (Suzhou) Co., Ltd. Dongguan Fu Wei Electronics Co., Ltd. Dong Guan Fu Zhang Precision Industry Co., Ltd. Power Quotient Technology (YANCHENG) Co., Ltd. |
Glory Science Co., Ltd. Glorytek (Yancheng) Co., Ltd. Glorytek (Yancheng) Co., Ltd. Glorytek (Yancheng) Co., Ltd. Glory Optics (Yancheng) Co., Ltd. Glorytek (Suzhou) Co., Ltd. Glorytek (Yancheng) Co., Ltd. Foxlink Image Technology Co., Ltd. Foxlink Image Technology Co., Ltd. Glory Optics (Yancheng) Co., Ltd. |
Affiliate Affiliate Affiliate Affiliate Affiliate Affiliate Affiliate Affiliate Affiliate Affiliate |
300,000 $ 217,200 335,949 129,751 256,028 137,293 178,452 253,110 182,406 521,280 |
Note1 Note1 0.06 Note1 Note1 0.00 Note1 3.57 1.26 Note1 |
- $ - - - - - - - - - |
- - - - - - - - - - |
- $ - - - - - - 90,372 19,603 - |
- $ - - - - - - - - - |
Note 1: It was recognised in other receivables, therefore it was not applicable.
Table 6, Page 1
FIT HOLDING CO., LTD. Significant inter-company transactions during the reporting period Year ended December 31, 2021
Table 7
Expressed in thousands of NTD (Except as otherwise indicated)
Transaction
| Number (Note 1) |
Companyname | Counterparty | Relationship (Note2) | General ledgeraccount | Amount | Transactionterms | Percentage of consolidated total operating revenues or total assets (Note 3) |
|---|---|---|---|---|---|---|---|
| 1 1 2 2 2 3 4 5 5 5 6 6 |
Foxlink Image Technology Co., Ltd. Foxlink Image Technology Co., Ltd. Glory Science Co., Ltd. Glory Science Co., Ltd. Glory Science Co., Ltd. Glorytek (Yancheng) Co., Ltd. Glorytek (Suzhou) Co., Ltd. Yancheng Yaowei Technology Co., Ltd. Dongguan Fu Wei Electronics Co., Ltd. Dongguan Fu Wei Electronics Co., Ltd. Dong Guan Fu Zhang Precision Industry Co., Ltd. Dong Guan Fu Zhang Precision Industry Co., Ltd. |
Glory Science Co., Ltd. Glorytek (Yancheng) Co., Ltd. Glory Optics (Yancheng) Co., Ltd. Glorytek (Yancheng) Co., Ltd. Glorytek (Yancheng) Co., Ltd. Glory Science Co., Ltd. Glorytek (Yancheng) Co., Ltd. Glorytek (Suzhou) Co., Ltd. Foxlink Image Technology Co., Ltd. Foxlink Image Technology Co., Ltd. Foxlink Image Technology Co., Ltd. Foxlink Image Technology Co., Ltd. |
3 3 3 3 3 3 3 3 3 3 3 3 |
Other receivables Other receivables Other receivables Accounts receivable Other receivables Sales revenue Other receivables Accounts receivable Sales revenue Accounts receivable Sales revenue Accounts receivable |
300,000 $ 217,200 256,028 335,949 129,751 131,767 178,452 137,293 771,631 253,110 179,685 182,406 |
Based on the Company's policies Based on the Company's policies Based on the Company's policies Based on the Company's policies Based on the Company's policies Based on the Company's policies Collected depending on the capital requirement after offsetting receivables and payables Based on the Company's policies Flexible collection, depending on the capital requirement Flexible collection, depending on the capital requirement Flexible collection, depending on the capital requirement Flexible collection, depending on the capital requirement |
1% 1% 1% 1% 1% 1% 1% 1% 7% 1% 2% 1% |
Table 7, Page 1
Transaction
| Number (Note 1) |
Companyname | Counterparty | Relationship (Note2) | General ledgeraccount | Amount | Transactionterms | Percentage of consolidated total operating revenues or total assets (Note 3) |
|---|---|---|---|---|---|---|---|
| 7 7 8 |
Wei Hai Fu Kang Electric Co., Ltd. Wei Hai Fu Kang Electric Co., Ltd. Power Quotient Technology (YANCHENG) Co., Ltd. |
ACCU-IMAGE TECHNOLOGY LIMITED Foxlink Image Technology Co., Ltd. Glory Optics (Yancheng) Co., Ltd. |
3 3 3 |
Sales revenue Sales revenue Other receivables |
203,883 142,634 521,280 |
Flexible collection, depending on the capital requirement Flexible collection, depending on the capital requirement Based on the Company's policies |
2% 1% 2% |
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.�
(1) Parent company to subsidiary.
(2)Subsidiary to parent company.�
(3)Subsidiary to subsidiary.�
Note 3: Percentage of total consolidated revenues or total assets is calculated using the total consolidated assets at the end of the year when the subject of transaction is an asset/liability, � and is calculated by total consolidated revenues during the year when the subject of transaction is a revenue/expense.
Note 4: The inter-company transactions not exceeding $0.1 billion are not disclosed. In addition, counterparty related parties' transactions are not disclosed.
Table 7, Page 2
FIT HOLDING CO., LTD.
Information on investees
Year ended December 31, 2021
Table 8
Expressed in thousands of NTD
(Except as otherwise indicated)
| Investor | Investee | Location | Main business activities |
Initial investment amount | Initial investment amount | Sharesheld | as atDecember31,2021 | as atDecember31,2021 | Net profit (loss) of the investee for the year ended December 31, 2021 (Note1) |
Investment income (loss) recognized by the Company for the year ended December 31, 2021 (Note 1) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at December 31, 2021 |
Balance as at December 31, 2020 |
Numberofshares | Ownership (%) |
Bookvalue | |||||||
| FIT Holding Co., Ltd. FIT Holding Co., Ltd. FIT Holding Co., Ltd. FIT Holding Co., Ltd. FIT Holding Co., Ltd. Foxlink Image Technology Co., Ltd. Foxlink Image Technology Co., Ltd. ACCU-IMAGE TECHNOLOGY LIMITED Glory Science Co., Ltd. GLORY TEK (BVI) CO., LTD. |
Glory Science Co., Ltd. Foxlink Image Technology Co., Ltd. Power Quotient International Co., Ltd. Shih Fong Power Co., Ltd. Synergy Co., Ltd. ACCU-IMAGE TECHNOLOGY LIMITED Shih Fong Power Co., Ltd. POWER CHANNEL LIMITED GLORY TEK (BVI) CO., LTD. GLORY TEK (SAMOA) CO., LTD. |
Taiwan Taiwan Taiwan Taiwan Taiwan British Virgin Islands Taiwan Hong Kong British Virgin Islands Samoa |
Manufacture and sales of optical instruments Manufacture of image scanners and multifunction printers Manufacture and sales of telecommunication electronic components Hydroelectricity generation Optoelectronics Industry、 Renewable energy and Energy technical services Manufacture of image scanners and multifunction printers Hydroelectricity generation Holding and reinvesting businesses General investments business General investments business |
2,214,868 $ 3,011,140 3,372,180 299,952 36,760 1,001,376 957,600 135,632 1,379,545 780,074 |
2,214,868 $ 3,011,140 2,172,180 760,000 - 1,001,376 957,600 135,632 1,379,545 780,074 |
95,970,371 164,993,974 444,690,529 37,500,000 3,676,000 13,241,034 79,800,000 3,575 40,699,819 25,050,628 |
100.00 100.00 100.00 16.30 36.76 100.00 34.70 35.75 100.00 100.00 |
381,144 $ 3,426,039 4,414,241 386,629 35,845 1,531,815 954,227 527,626 335,032 525,662 |
386,782) ($ 510,733 396,198 8,560) ( 2,488) ( 173,844 8,560) ( 463,698 274,232) ( 161,299) ( |
386,782) ($ 504,520 395,957 1,481) ( 915) ( - - - - - |
Subidiary (Note 1) Subidiary (Note 1) Subidiary (Note 1) Subidiary (Note 1) Subidiary (Note 1) Second-tier subsidiary (Note 1) Investee (Note 1) Investee (Note 1) Second-tier subsidiary (Note 1) Third-tier subsidiary (Note 1) |
Table 8, Page 1
| Investor | Investee | Location | Main business activities |
Initial investment amount | Initial investment amount | Sharesheld | as atDecember31,2021 | as atDecember31,2021 | Net profit (loss) of the investee for the year ended December 31, 2021 (Note1) |
Investment income (loss) recognized by the Company for the year ended December 31, 2021 (Note 1) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at December 31, 2021 |
Balance as at December 31, 2020 |
Numberofshares | Ownership (%) |
Bookvalue | |||||||
| GLORY TEK (BVI) CO., LTD. GLORY TEK (BVI) CO., LTD. GLORYTEK SCIENCE INDIA PRIVATE LIMITED Power Quotient International Co., Ltd. Power Quotient International Co., Ltd. Power Quotient International Co., Ltd. Power Quotient International Co., Ltd. Power Quotient International Co., Ltd. Power Quotient International Co., Ltd. Power Quotient International Co., Ltd. Shinfox Co., Ltd. Shinfox Co., Ltd. Shinfox Co., Ltd. |
GLORY OPTICS (BVI) CO., LTD. GLORYTEK SCIENCE INDIA PRIVATE LIMITED TEGNA ELECTRONICS PRIVATE LIMITED Power Quotient International (H.K.) Co., Ltd. PQI JAPAN CO., LTD SYSCOM DEVELOPMENT CO., LTD. Apix LIMITED PQI Mobility Inc. Power Sufficient International Co., Ltd. Shinfox Co., Ltd. Foxwell Energy Corporation Ltd. SHINFOX NATURAL GAS CO., LTD. Foxwell Power Co., Ltd. |
British Virgin Islands India India Hong Kong Japan British Virgin Islands British Virgin Islands Samoa Taiwan Taiwan Taiwan Taiwan Taiwan |
Trading Trading and manufacturing Trading and manufacturing Sales of electronic telecommunication components Sales of electronic telecommunication components Specialised investments holding Specialised investments holding Specialised investments holding Sales of medical equipment Energy service management Energy service management Energy service management Energy service management |
494,837 99,927 11,181 376,549 23,129 300,687 2,864,027 276,800 10,000 1,880,146 3,000,000 120,000 99,000 |
494,837 99,927 11,181 376,549 23,129 300,687 2,864,027 276,800 10,000 561,482 672,000 120,000 99,000 |
16,000,000 21,773,105 3,001,000 106,100,000 24,300 10,862,980 12,501 10,000,000 1,000,000 73,518,610 300,000,000 12,000,000 9,900,000 |
100.00 99.27 10.00 100.00 100.00 100.00 100.00 100.00 100.00 50.18 100.00 80.00 99.00 |
171,357) ( 81,351 12,759 4,638) ( 155,683) ( 84,000 1,122,827 693,916 13,053 2,953,307 3,099,949 89,973 102,258 |
113,038) ( 108 3,736 87) ( - 458,114 102,062 4,315 3,926 455,939 88,453 16,878) ( 2,082 |
- - - - - - - - - - - - - |
Third-tier subsidiary (Note 1) Third-tier subsidiary (Note 1) Investee (Note 1) Second-tier subsidiary (Note 1) Second-tier subsidiary (Note 1) Second-tier subsidiary (Note 1) Second-tier subsidiary (Note 1) Second-tier subsidiary (Note 1) Investee (Note 1) Second-tier subsidiary (Note 1) Second-tier subsidiary (Note 1) Investee (Note 1) Third-tier subsidiary (Note 1) |
Table 8, Page 2
| Investor | Investee | Location | Main business activities |
Initial investment amount | Initial investment amount | Sharesheld | as atDecember31,2021 | as atDecember31,2021 | Net profit (loss) of the investee for the year ended December 31, 2021 (Note1) |
Investment income (loss) recognized by the Company for the year ended December 31, 2021 (Note 1) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at December 31, 2021 |
Balance as at December 31, 2020 |
Numberofshares | Ownership (%) |
Bookvalue | |||||||
| Shinfox Co., Ltd. Shinfox Co., Ltd. Shinfox Co., Ltd. SYSCOM DEVELOPMENT CO., LTD SYSCOM DEVELOPMENT CO., LTD Apix LIMITED Apix LIMITED Sinocity Industries Co., Ltd. Perennial Ace Limited Foxlink Powerbank International Technology Private Limited |
Junezhe Co., Ltd. Jiuwei Power Co., Ltd. CHUNG CHIA POWER Co., Ltd. PQI CORPORATION Foxlink Powerbank International Technology Private Limited Sinocity Industries Co., Ltd. Perennial Ace Limited DG LIFESTYLE STORE LIMITED Studio A Technology Limited TEGNA ELECTRONICS PRIVATE LIMITED |
Taiwan Taiwan Taiwan USA India Hong Kong British Virgin Islands Macau Hong Kong India |
Dredging industry Natural gas power generation business Combined Heat and Power Sales of electronic telecommunication components Sales of electronic telecommunication components Sales of electronic product Specialised investments holding Sales of electronic product Sales of electronic product Trading and manufacturing |
134,000 30,000 180,000 - 93,087 2,395,575 589,584 345 4,998 11,181 |
- - - 199,360 93,087 2,395,575 589,584 345 4,998 11,181 |
13,400,000 3,000,000 12,000,000 - 21,790,000 6,000,000 - 100,000 1,225,000 3,001,000 |
34 100.00 20.00 0.00 99.27 100.00 100.00 100.00 24.50 10.00 |
136,595 29,954 177,038 - 81,641 886,953 235,746 717) ( 112,630 12,585 |
7,747 46) ( 18,476) ( 455,779 4 79,406 22,656 1,351) ( 92,472 3,736 |
- - - - - - - - - - |
Third-tier subsidiary (Note 2) Third-tier subsidiary (Note 1) Third-tier subsidiary (Note 1) Third-tier subsidiary (Note 1) Third-tier subsidiary (Note 1) Third-tier subsidiary (Note 1) Third-tier subsidiary (Note 1) Fourth-tier subsidiary (Note 1) Investee (Note 1) Investee (Note 1) |
Note 1: It was recognised based on the company's financial statements reviewed by the independent auditors. Note 2: The company has completed the dissolution and liquidation.
Table 8, Page 3
Table 9
FIT HOLDING CO., LTD.
Information on investments in Mainland China
Year ended December 31, 2021
Expressed in thousands of NTD
| Table 9 | Expressed in thousands of NTD | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Investee in Mainland China |
Main business activities |
Paid-in capital |
Investment method |
Accumulated amount of remittance from Taiwan to Mainland China as of January1,2021 |
Amount remitted from | Accumulated amount of remittance from Taiwan to Mainland China as of December 31,2021 |
Net income of investee for the year ended December 31, 2021 |
Ownership held by the Company (direct or indirect) Investment income (loss) recognized by the Company for the year ended December 31,2021 |
Book value of investments in Mainland China as of December 31, 2021 (Except as otherwise indicated) Accumulated amount of investment income remitted back to Taiwan as of December 31, 2021 Footnote |
|
| Remitted to Mainland China |
Remitted back toTaiwan |
|||||||||
| Dong Guan Han Yang Computer Limited Sharetronic Data Technology Co., Ltd. Dong Guan Fu Zhang Precision Industry Co., Ltd. Wei Hai Fu Kang Electric Co., Ltd. Dongguan Fu Wei Electronics Co., Ltd. Glorytek (Suzhou) Co., Ltd. Glorytek (Yancheng) Co., Ltd. Yancheng Yao Wei Technology Co., Ltd Glory Optics (Yancheng) Co., Ltd. Power Quotient Technology (YANCHENG) Co., Ltd. Jiangsu Foxlink New Energy Technology Co.,Ltd. Kunshan Jiuwei Info Tech Co., Ltd. |
Manufacture of image scanners and multifunction printers and investment in property Manufacutre and sales of mobile phone, LCD TV Connector and electronic components Mould development and moulding tool manufacture Manufacture and sale of parts and moulds of photocopiers and scanners Manufacture and sales of image scanners, multifunction and printers and its accessories Trading and manufacturing Trading and manufacturing Trading and manufacturing Trading and manufacturing Manufacture and sales of electronic components Manufacture and sales of electronic components Supply chain finance energy service management |
168,926 $ 897,287 224,547 221,440 166,080 387,520 249,120 43,440 937,292 553,600 43,440 1,384 |
Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 3 Note 4 Note 2 Note 3 Note 1 |
168,926 $ 118,747 165,125 138,400 146,935 399,490 256,815 - 326,960 註5 註6 1,384 |
- $ - - - - - - - - - - - |
- $ - - - - - - - - - - - |
168,926 $ 118,747 165,125 138,400 146,935 399,490 256,815 - 326,960 - - 1,384 |
25,470 $ 546,838 44,262) ( 10,438 147,083 - 104,137) ( 111,457) ( 506) ( 163,866) ( 4,315 109 4,401 |
100 25,470 $ 7.13 37,789 100 44,262) ( 100 10,438 100 147,083 - 100 104,137) ( 100 111,457) ( 100 506) ( 100 163,866) ( 100 4,315 100 109 100 4,401 |
271,194 $ - $ Note 7 401,578 - Note 7 214,762 - Note 7 258,992 - Note 7 362,626 - Note 7 369,064 - Note 7 415,158) ( - Note 7 141,835 - Note 7 461,742 - Note 7 693,916 - Note 7 43,561 - Note 7 18,014 - Note 7 |
Note 1: Directly go to the Mainland China for investment. Note 2: Through investing in an existing company in the third area, which then invested in the investee in Mainland China.
Note 3: As the investment is invested through an existing company in Mainland China, which then invested in the investee. Note 4: An investee established in the third area and an reinvestee in Mainland China invested by an investee in Mainland China. Note 5: The capital of an indirect investment of PQI, Power Quotient Technology (YANCHENG) Co., Ltd., was remitted by the financing from the investee in the third party. Note 6: The capital of an indirect investment of PQI (Xuzhou) New Energy Co., Ltd. , was remitted by a capital from Power Quotient Technology (YANCHENG) Co., Ltd.
Note 7: It was recognised based on the investee's financial statements reviewed by the independent auditors.
Table 9, Page 1
| Companyname | Accumulated amount of remittance from Taiwan to Mainland China as of December31,2021 |
Investment amount approved by the Investment Commission of the Ministry of Economic Affairs (MOEA) |
Ceiling on investments in Mainland China imposed bythe InvestmentCommission of MOEA |
|---|---|---|---|
| Foxlink Image Technology Co., Ltd. Glory Science Co., Ltd. Power Quotient International Co., Ltd. |
749,282 $ 983,265 1,384 |
896,275 $ 1,161,176 604,670 |
1,611,792 $ 229,053 4,637,498 |
Table 9, Page 2
Table 10
FIT HOLDING CO., LTD.
Major shareholders information
December 31, 2021
| Name of major shareholders | Shares | Shares |
|---|---|---|
| Number of shares held | Ownership (%) | |
| Foxlink International Investment Ltd. Zhi De Investment Co., Ltd. Fu Uei International Investment Ltd. (FUII) |
58,303,464 21,055,687 14,690,257 |
23.67% 8.55% 5.96% |
Table 10, Page 1