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GEMTEK — Audit Report / Information 2020
Nov 10, 2020
52434_rns_2020-11-10_5513de10-f0ef-4cc9-809e-15c061e55967.pdf
Audit Report / Information
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Stock Code : 4906
Gemtek Technologies Co., Ltd. and Subsidiary Companies
Consolidated Financial Statements and Audit Report
As of December 31, 2020 and 2019
Address: No. 15 - 1, Zhonghua Road, Hukou Township, Hsinchu County, 303
Tel: (03)5985535
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§Table of Content§
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|§TABLE OF CONTENT§|.................................................................................................. 2|
|REPRESENTATION LETTER|............................................................................................... 4|
|INDEPENDENT AUDITORS’ REPORT|................................................................................ 5|
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED|
|................................................................................................................................................. 18|
|I. COMPANY HISTORY|....................................................................................................................................18|
|II. APPROVAL OF FINANCIAL STATEMENTS|.............................................................................................18|
|III. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS|.......18|
|IV.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES|......................................................................21|
|V. ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY|..................36|
|VI. CASH AND CASH EQUIVALENTS|............................................................................................................36|
|VII. FINANCIAL ASSETS AND LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS|.............37|
|VIII.|FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME -|
|OTHERS|.............................................................................................................................................................38|
|IX.FINANCIAL ASSETS MEASURED AT AMORTIZED COST|.................................................38|
|X.NOTES RECEIVABLE AND ACCOUNTS RECEIVABLE|..........................................................39|
|XI. INVENTORIES|......................................................................................................................................41|
|XII.SUBSIDIARIES|.....................................................................................................................................41|
|XIII.INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD|...........................43|
|XV.LEASE ARRANGEMENTS|.................................................................................................................49|
|XVI.OTHER ASSETS|..................................................................................................................................50|
|TABLES|.............................................................................................................................. 107|
|FINANCING PROVIDED TO OTHERS|................................................................................................. 107|
|MARKETABLE SECURITIES HELD|..................................................................................................... 108|
|MARKETABLE SECURITIES ACQUIRED AND DISPOSED OF AT COSTS OR PRICES OF|
|AT LEAST NT$300 MILLION OR 20% OF THE SHARE CAPITAL|.......................................... 110|
|TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT|
|LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL|.............................................. 111|
|RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100|
|MILLION OR 20% OF THE PAID-IN CAPITAL|............................................................................... 112|
|INFORMATION ON INVESTEES|........................................................................................................... 113|
|INFORMATION ON INVESTMENT IN MAINLAND CHINA|...................................................... 114|
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THE BUSINESS RELATIONSHIP BETWEEN THE PARENT AND THE SUBSIDIARIES AND BETWEE EACH SUBSIDIARY, AND THE CIRCUMSTANCES AND AMOUNTS OF ANY SIGNIFICANT TRANSACTIONS BETWEEN THEM ............................................................ 115
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CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
REPRESENTATION LETTER
The entities that are required to be included in the consolidated financial statements of Gemtek Technologies Co., Ltd. as of and for the year ended December 31, 2020, under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standards 10, “Consolidated and Separate Financial Statements.” In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, Gemtek Technologies Co., Ltd. and Subsidiaries do not prepare a separate set of combined financial statements.
Gemtek Technologies Co., Ltd.
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Chairman
March 25, 2021
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INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders
Gemtek Technologies Co., Ltd.
Opinion
We have audited the accompanying consolidated financial statements of Gemtek Technologies Co., Ltd. (the “Company”) and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group’s consolidated financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We hereby summarize the Key Audit Matters of the 2020 Consolidated Financial Statements of the Group as follows:
Revenue Recognition
The 2020 operating income of Gemtek Technology Co., Ltd. and its subsidairies is NT$19,929,372 thousand, in which NT$4,278,475 thousand sales revenue is attributed to the sale of a major customer product, accounting for 21% of the operating income. Due to the fact that the sales revenue makes up a consequential part of the operating income in contrast to the year 2019, the operating income for the sale to the specific customer product is listed as a Key Audit Matter. For related accounting policies pertaining to revenue recognition, please refer to Note 4 and 22.
Main Audit Procedures conducted by the CPA are as follows:
1.Assess the quality of composition and implementation of the Group’s Internal Control Policy that are related to sales income conjointly with the Group’s Sales Revenue Recognition Policy. 2.Conduct inspections on selected materials acquired from income reports that are related to sales transactions and receivables, etc. to verify whether the origins of the operating income are documented truthfully.
3.Verify whether the customer has received any substantial sales return or discounts after the transaction.
Additional Matters:
The financial statements of Gemtek Vietnam Co., Ltd. has been incorporated in the consolidated financial statements of Gemtek Technologies Co., Ltd. and its subsidiaries. Due to the differences in the respective financial reporting structures, the audit engagement for the financial statements of Gemtek Vietnam Co., Ltd. was performed by a separate CPA firm other than us.
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The financial statements of Gemtek Vietnam Co., Ltd. was audited by the appointed CPA in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China. Therefore, when issuing our opinions for the consolidated financial statements, the opinions for the financial statements of Gemtek Vietnam Co., Ltd. is based on the audit report given by the appointed CPA. The total asset of Gemtek Vietnam Co., Ltd. as of December 31, 2020 was NT$2,232,563 thousand, accounting for 12% of the total consolidated assets. The net operating income from January 1 to December 31, 2020 was NT$70 thousand, accounting for 0% of consolidated net operating income.
We have audited the individual financial statements of Gemtek Technologies Co., Ltd. as of and for the years December 31, 2020 and 2019 on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
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Those charged with governance, including the audit committee and supervisors, are responsible for overseeing the Group’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our
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conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2020 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.
Deloitte & Touche Taiwan Certified Public Accountant Ching-zen Yang
Deloitte & Touche Taiwan Certified Public Accountant Jing-ting Yang
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Securities and Futures Commission Approved Document Number: 6-0920123784
Securities and Futures Commission Approved Document Number: 6-0930128050
Date: March 25, 2021
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GEMTEK TECHNOLOGY CO.,LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (Unit: NT$ thousand)
| Code 1100 1110 1136 1150 1160 1170 1180 1200 1220 130X 1470 11XX 1517 1535 1550 1600 1755 1805 1821 1840 1990 15XX 1XXX Code 2100 2120 2130 2150 2170 2180 2219 2230 2280 2321 2399 21XX 2530 2570 2580 2670 25XX 2XXX 3110 3200 3310 3320 3350 3300 3490 31XX 36XX 3XXX |
ASSETS CURRENT ASSETS Cash and cash equivalents Financial assets at fair value through profit or loss - current Financial assets at amortised cost - current Notes receivables Notes receivable due from related parties, net Accounts receivable, net Accounts receivable due from related parties, net Other receivables Current tax assets Current inventories Other current assets Total current assets NON-CURRENT ASSETS Non-current financial assets at fair value through other comprehensive income Non-current financial assets at amortised cost Investments accounted for using equity method Property, plant and equipment Right-of-use assets Goodwill Other intangible assets Deferred tax assets Other non-current assets Total non-current assets Total assets LIABILITIES AND EQUITY CURRENT LIABILITIES Current borrowings Current financial liabilities at fair value through profit or loss Current contract liabilities Notes payable Accounts payable Accounts payable to related parties Other payables Current tax liabilities Current lease liabilities Current portion of corporate bonds payables Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Bonds payable Deferred tax liabilities Non-current lease liabilities Other non-current liabilities Total non-current liabilities Total liabilities EQUITY Share capital Ordinary share Capital surplus Retained earnings Legal reserve Special reserve Unappropriated retained earnings (accumulated deficit) Total retained earnings Other equity interest Total equity attributable to owners of parent Non-controlling interests Total equity TOTAL LIABILITIES AND EQUITY |
2020/12/31 | %10 1 - - - 32 1 - - 22 2 68 5 1 6 18 1 - - - 1 32 100 6 - 1 - 31 - 4 1 - 6 - 49 - 1 - - 1 50 19 25 4 3 7 14 8) 50 - 50 100 |
2019/12/31 | |||||
|---|---|---|---|---|---|---|---|---|---|
| Amount $ 1,925,250 160,308 3,274 - 11,250 5,888,372 112,537 65,196 1,236 4,189,305 316,917 12,673,645 925,288 172,652 1,111,163 3,325,158 111,160 72,845 6,918 40,841 216,706 5,982,731 $ 18,656,376 $ 1,082,240 7,278 218,433 - 5,697,231 304 713,758 80,331 3,012 1,179,157 61,869 9,043,613 - 222,621 4,528 1,479 228,628 9,272,241 3,575,905 4,606,007 750,939 559,574 1,273,304 2,583,817 1,381,726) 9,384,003 132 9,384,135 $ 18,656,376 |
Amount $ 2,731,118 136,483 55,921 43,732 - 3,978,648 60,969 34,056 5,165 2,302,166 199,761 9,548,019 1,187,989 165,494 74,313 2,867,476 119,276 417,835 29,930 109,339 180,065 5,151,717 $ 14,699,736 $ 454,800 6,063 243,802 21,345 3,273,027 - 510,129 58,055 6,533 - 40,018 4,613,772 1,162,082 221,697 5,126 9,184 1,398,089 6,011,861 3,568,835 4,761,281 730,820 375,960 203,733 1,310,513 1,223,110) 8,417,519 270,356 8,687,875 $ 14,699,736 |
% |
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19 1 - - - 27 1 - - 16 1 65 8 1 - 20 1 3 - 1 1 35 100 3 - 2 - 22 - 4 - - - - 31 8 2 - - 10 41 24 32 5 3 1 9 8) 57 2 59 100 |
The attached notes are part of this consolidated financial report
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GEMTEK TECHNOLOGY CO.,LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except (Loss) Earnings Per Share)
| Code 4000 Total operating revenue 5000 Total operating costs 5900 Gross profit (loss) from operations OPERATING EXPENSES 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6000 Total operating expenses 6900 Net operating income (loss) NON-OPERATING INCOME AND EXPENSES 7100 Total interest income 7010 Total other income 7020 Other gains and losses, net 7050 Finance costs, net 7060 Share of profit (loss) of associates and joint ventures accounted for using equity method, net 7000 Total non-operating income and expenses 7900 Profit (loss) from continuing operations before tax 7950 Total tax expense (income) 8200 Profit (loss) from continuing operations |
2020 | %100 ( 89) 11 ( 2 ) ( 3 ) ( 4) ( 9) 2 - 1 5 - - 6 8 ( 1) 7 |
2019 | |||
|---|---|---|---|---|---|---|
| Amount $ 19,929,372 17,663,796) 2,265,576 389,353 ) 533,312 ) 874,998) 1,797,663) 467,913 27,033 117,205 960,490 30,843 ) 31,374 1,105,259 1,573,172 165,598) 1,407,574 |
Amount $ 18,057,131 16,284,640) 1,772,491 372,352 ) 510,973 ) 837,667) 1,720,992) 51,499 43,839 54,105 219,506 54,964 ) 31,430) 231,056 282,555 72,582) 209,973 |
% |
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100 ( 90) 10 ( 2 ) ( 3 ) ( 5) ( 10) - - - 1 - - 1 1 - 1 |
(Continued)
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(Brought Forward)
(Brought Forward) |
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| Code OTHER COMPREHENSIVE INCOME (LOSS) 8310 Items that will not be reclassified subsequently to profit or loss: 8311 Gains (losses) on remeasurements of defined benefit plans 8316 Unrealised gains (losses) from investments in equity instruments measured at fair value through other comprehensive income 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 8360 Components of other comprehensive income that will not be reclassified to profit or loss 8361 Exchange differences on translation 8370 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 8300 Components of other comprehensive income that will be reclassified to profit or loss 8500 TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR Profit (loss), attributable to: 8610 Profit (loss), attributable to owners of parent 8620 Profit (loss), attributable to non-controlling interests 8600 Profit (loss), attributable to: 8710 Comprehensive income, attributable to owners of parent 8720 Comprehensive income, attributable to non-controlling interests 8700 earnings per share 9750 Total basic earnings per share 9850 Total diluted earnings per share |
2020 | %- ( 1 ) - - - ( 1) 6 7 - 7 6 - 6 |
2019 | |||
| Amount $ 1,928 ) 160,503 ) 73 21,747 ) 85) 184,190) $ 1,223,384 $ 1,370,155 37,419 $ 1,407,574 $ 1,186,605 36,779 $ 1,223,384 $ 3.86 $ 3.36 |
Amount $ 4,179 ) 327,252 ) - 142,959 ) 968) 475,358) $ 265,385) $ 201,193 8,780 $ 209,973 $ 272,976 ) 7,591 $ 265,385) $ 0.57 $ 0.53 |
% |
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| ( ( ( ( ( |
( ( ( ( ( ( ( ( |
- ( 2 ) - - - ( 2) ( 1) 1 - 1 ( 1 ) - ( 1) |
The attached notes are part of this consolidated financial report
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GEMTEK TECHNOLOGY CO.,LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| C o d e A1 BALANCE, JANUARY 1, 2019 Appropriation and distribution of retained earnings, 2018 B3 Appropriated special reserve C5 Recognized equity component of convertible corporate bonds issued by the company C7 Changes of additional paid-in capital of Associates Accounted for Using Equity Method D1 Net profit (loss) for the year ended December 31, 2019 D3 Other comprehensive income (loss) for the year ended December 31, 2019, net of income tax D5 Total comprehensive income (loss) for the year ended December 31, 2019 I1 Corporate bond transfer to ordinary shares M7 Changes in ownership interest in subsidiaries O1 Changes of non-controlling interest Q1 Disposal equity investments at fair value through profit or loss Z1 BALANCE, DECEMBER 31, 2019 Appropriation and distribution of retained earnings, 2019 B1 Legal reserve B3 Appropriated special surplus reserve B5 Cash dividends of share holder Subtotal C15 Capital Surplus Cash Dividend D1 Net income for the year ended December 31, 2020 D3 Other comprehensive income (loss) for the year ended December 31, 2020, net of income tax D5 Total comprehensive income (loss) for the year ended December 31, 2020 L1 Purchase of treasury stocks L3 Treasury stock cancellation M3 Disposal of Investments accounted for using equity method N1 Issuance of employee rights shares T1 Restricted employee rights stock compensation costs O1 Changes of non-controlling interest Q1 Disposal equity investments fair value through profit or loss Z1 BALANCE, DECEMBER 31, 2020 |
Share capital | Capital Collected In Advance $ 53,920 - - - - - - ( 53,920) - - - - - - - - - - - - - - - - - - - $ - |
C | a p i t a l S u r p l u s $ 4,669,276 - 45,527 6,513) - - - 2,475 49,265 1,251 - 4,761,281 - - - - 177,911) - - - - 35,837) - 58,474 - - - $ 4,606,007 |
Retained Earnings | ndistributed surplus $ 180,682 180,682) - 6,422) 201,193 4,088) 197,105 - - - 13,050 203,733 20,119 ) 183,614 ) - 203,733) - 1,370,155 1,855) 1,368,300 - - 4,636) - - - 90,360) $ 1,273,304 |
Other Equity | Other Equity | Other Equity | Total $ 738,463) - - 833 - 470,081) 470,081) - 2,349) - 13,050) 1,223,110) - - - - - - 181,695) 181,695) - - 8,544 98,474) 22,649 - 90,360 $ 1,381,726) |
Treasurystock $ - - - - - - - - - - - - - - - - - - - - 68,767) 68,767 - - - - - $ - |
Non-controlling equity $ 39,586 - - - 8,780 ( 1,189) 7,591 - ( 60,582) 283,761 - 270,356 - - - - - 37,419 ( 640) 36,779 - - ( 307,367) - - 364 - $ 132 |
Total Equity | ||||||||||||
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| F |
Exchange Differences on Translating the inancial Statements of Foreign Operations $ 351,769) - - 833 - 143,797) 143,797) - 2,349) - - 497,082) - - - - - - 21,779) 21,779) - - 3,908 - - - - $ 514,953) |
Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income ($ 386,694) - - - - ( 326,284) ( 326,284) - - - ( 13,050) ( 726,028) - - - - - - ( 159,916) ( 159,916) - - 4,636 - - - 90,360 ($ 790,948) |
U | nearned employee salary $ - - - - - - - - - - - - - - - - - - - - - - - 98,474) 22,649 - - $ 75,825) |
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| N | umber Of Shares(inthousand )351,162 - - - - - - 5,722 - - - 356,884 - - - - - - - - - 3,293) - 4,000 - - - 357,591 |
Amount $ 3,511,620 - - - - - - 57,215 - - - 3,568,835 - - - - - - - - - 32,930) - 40,000 - - - $ 3,575,905 |
Legal Reserve $ 730,820 - - - - - - - - - - 730,820 20,119 - - 20,119 - - - - - - - - - - - $ 750,939 |
Special Reserve $ 195,278 180,682 - - - - - - - - - 375,960 - 183,614 - 183,614 - - - - - - - - - - - $ 559,574 |
U | ||||||||||||||||||||
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$ 8,642,719 - 45,527 12,102) 209,973 475,358) 265,385) 5,770 13,666) 285,012 - 8,687,875 - - - - 177,911) 1,407,574 184,190) 1,223,384 68,767) - 303,459) - 22,649 364 - $ 9,384,135 |
The attached notes are part of this consolidated financial report
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GEMTEK TECHNOLOGY CO.,LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(In Thousands of New Taiwan Dollars)
| Code CASH FLOWS FROM OPERATING ACTIVITIES A00010 (Loss) income before income tax A20010 Profit (loss) before tax A20100 Depreciation expense A20200 Amortization expense A20300 Expected credit loss (gain) / Provision (reversal of provision) for bad debt expense A20400 Net loss (gain) on financial assets or liabilities at fair value through profit or loss A20900 Interest expense A21200 Interest income A21300 Dividend income A21900 Share-based payments A22300 Share of loss (profit) of associates and joint ventures accounted for using equity method A22500 Loss (gain) on disposal of property, plan and equipment A23200 Loss (gain) on disposal of investments accounted for using equity method A23700 Impairment loss on non-financial assets A24100 Unrealized foreign exchange loss (gain) A30000 Total adjustments to reconcile profit (loss) A31115 Decrease (increase) in financial assets at fair value through profit or loss, mandatorily measured at fair value A31130 Decrease (increase) in notes receivable A31140 Decrease (increase) in notes receivable due from related parties A31150 Decrease (increase) in accounts receivable A31160 Decrease (increase) in accounts receivable due from related parties A31180 Decrease (increase) in other receivable A31200 Decrease (increase) in inventories A31240 Decrease (increase) in other current assets A31990 Prepaid pension cost A32125 Increase (decrease) in contract liabilities A32130 Increase (decrease) in notes payable |
2020 $ 1,573,172 329,409 89,720 ( 47 ) 7,786 30,843 ( 27,033 ) ( 6,552 ) 22,649 ( 31,374 ) 2,480 ( 1,033,557 ) 30,661 78,756 ( 30,571 ) 43,732 ( 11,250 ) ( 2,548,429 ) ( 54,104 ) ( 67,899 ) ( 2,180,699 ) ( 122,204 ) ( 2,246 ) ( 20,735 ) ( 21,345 ) |
2019 |
|---|---|---|
| $ 282,555 291,400 64,587 ( 1,035 ) ( 270,036 ) 54,964 ( 43,839 ) ( 8,204 ) 1,560 31,430 13,603 ( 9,677 ) ( 16,541 ) 54,909 484,116 4,050 - 1,669,962 ( 44,594 ) 50,359 452,664 ( 38,656 ) ( 2,354 ) 125,352 ( 2,366 ) |
(Continued)
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(Brought Forward)
| Code A32150 Increase (decrease) in accounts payable A32160 Increase (decrease) in accounts payable to related parties A32180 Increase (decrease) in other payable A32230 Increase (decrease) in other current liabilities A33000 Cash inflow (outflow) generated from operations A33100 Interest received A33200 Dividends received A33300 Interest paid A33500 Income taxes refund (paid) AAAA Net cash flows from (used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES B00010 Acquisition of financial assets at fair value through other comprehensive income B00020 Proceeds from disposal of financial assets at fair value through other comprehensive income B00040 Acquisition of financial assets at amortised cost B00050 Proceeds from disposal of financial assets at amortised cost B01800 Acquisition of investments accounted for using equity method B02200 Net cash flow from acquisition of subsidiaries B02300 Proceeds from disposal of subsidiaries B02700 Acquisition of property, plant and equipment B02800 Proceeds from disposal of property, plant and equipment B04500 Acquisition of intangible assets B06700 Increase in other non-current assets BBBB Net cash flows from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES C00100 Increase in short-term loans C01200 Proceeds from issuing bonds C04020 Payments of lease liabilities C04300 Increase in other non-current liabilities C04500 Cash dividends paid C04900 Payments to acquire treasury shares C05800 Change in non-controlling interests CCCC Net cash flows from (used in) financing activities DDDD Effect of exchange rate changes on cash and cash equivalents |
2020 $ 2,708,434 44,481 236,628 69,310 889,984 ) 37,771 6,552 13,621 ) 47,414) 906,696) 27,336 ) 98,471 20,016 ) - - 7,696 477,364 823,641 ) 32,317 652 ) 145,034) 400,831) 745,360 - 6,035 ) 366 177,911 ) 68,767 ) - 493,013 8,646 |
2019 | ||
|---|---|---|---|---|
( ( ( ( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( |
$ 348,161 ) 10,641 ) 57,162 3,355) 2,839,214 36,343 8,204 53,749 ) 34,101) 2,795,911 227,713 ) - - 93,792 40,000 ) 91,521 - 406,245 ) 34,008 1,348 ) 106,611) 562,596) 2,385,184 ) 1,197,316 5,162 ) 8,234 - - 13,960) 1,198,756) 22,811) |
(Continued)
- 16 -
(Brought forward)
| Code EEEE Net increase (decrease) in cash and cash equivalents E00100 Cash and cash equivalents at beginning of period E00200 Cash and cash equivalents at end of period |
2020 $ 805,868 ) 2,731,118 $ 1,925,250 |
2019 | ||
|---|---|---|---|---|
| ( |
$ 1,011,748 1,719,370 $ 2,731,118 |
The attached notes are part of this consolidated financial report
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GEMTEK TECHNOLOGIES CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 2020 AND 2019
(Expressed In Thousands of New Taiwan Dollars, Unless Specified Otherwise)
I. COMPANY HISTORY
Gemtek Technologies Co., Ltd. (the “Company”) was incorporated on June 29, 1988. It researches, develops, manufactures, purchases, sells, exports, and imports electronic components, semi-finished products, finished products, computer software, hardware and peripheral equipment. The Company’s shares was listed on the Taipei Exchange (OTC) in January of 2002, and have been listed on the Taiwan Stock Exchange (TWSE) since June 30, 2003.
The consolidated financial statements of the Company and its subsidiaries (collectively, referred to as the “Group”) are presented in the Company’s functional currency, the New Taiwan dollar.
II. APPROVAL OF FINANCIAL STATEMENTS
The consolidated financial statements were approved by the board of directors and authorized for issuance on March 25, 2021.
III. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS
- (1) Initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC).
Except for the following, the initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed
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and issued into effect by the FSC did not have material impact on the Group’s accounting policies:
- (2) New, Amended and Revised Standards and Interpretions of IFRSs endorsed and issued into effect by the FSC
| New, Amended and Revised Standards and Interpretions |
EffectiveDate per IASB |
|---|---|
| Amendments to IFRS 4--Extension of the Temporary Exemption from Applying IFRS 9 Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16--Interest Rate Benchmark Reform — Phase 2 Amendments to IFRS 9 --Covid-19-Related Rent Concessions |
Effective per announcement date The amendment is effective for annual reporting periods beginning on or after January 01, 2021 The amendment is effective for annual reporting periods beginning on or after June 01, 2020 |
As of the date that the accompanying consolidated financial statements were approved and authorized for issue, the Group continues in evaluating the impact on its financial position and financial performance as a result of the initial adoption of the above standards or interpretations. The related impact will be disclosed when the Group completes the evaluation.
- (3) New, Amended and Revised Standards and Interpretions of IFRSs Announced by the IASB but not yet endorsed and issued into effect by the FSC
New, Amended and Revised Standards Effective Date per IASB and Interpretions (Note1) Annual Improvements to IFRS Standards January 01, 2022 (Note 2) 2018–2020
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Amendments to IFRS 3 -- Reference to the Conceptual Framework Amendments to IFRS 10 and IAS 28 --Sale or Contribution of Assets between an Investor and its Associate or Joint Venture IFRS 17 Insurance Contracts Amendments to IFRS 17 Amendments to IAS 1 -- Classification of Liabilities as Current or Non-current Amendments to IAS 1 and IFRS Practice Statement 2IAS 1 -- Disclosure of Accounting Policies Amendments to IAS 8 -- Definition of Accounting Estimates Amendments to IAS 16 -- Property, Plant and Equipment — Proceeds before Intended Use Amendments to IAS 37 -- Onerous Contracts — Cost of Fulfilling a Contract
January 01, 2022 (Note 3) To be determined
January 01, 2023 January 01, 2023 January 01, 2023 January 01, 2023 (Note 4) January 01, 2023 (Note 5) January 01, 2022 (Note 6) January 01, 2022 (Note 7)
-
Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.
-
Note 2: The Group shall apply IFRS9 amendments prospectively for annual reporting periods beginning on or after January 01, 2022; the Group shall apply IAS41 amendments prospectively for annual reporting periods beginning on or after January 01, 2022; the Group shall apply IFRS1 amendments prospectively for annual reporting periods beginning on or after January 01, 2022.
-
Note 3: The Group shall apply these amendments to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 01, 2022 and to asset acquisitions that occur on or after the beginning of that period.
-
Note 4: The Group shall apply these amendments prospectively for annual reporting periods beginning on or after January 01, 2023.
-
Note 5: The Group shall apply these amendments prospectively for annual reporting periods beginning on or after January 01, 2023.
-
Note 6: The Group shall apply these amendments retrospectively for annual reporting periods beginning on or after January 01, 2021.
-
Note 7: The Group shall apply these amendments prospectively for annual reporting periods beginning on or after January 01, 2022.
-
20 -
As of the date the accompanying consolidated financial statements were authorized for issue, the Group continues in evaluating the impact on its financial position and financial performance as a result of the initial adoption of the aforementioned standards or interpretations. The related impact will be disclosed when the Group completes the evaluation.
IV.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(I)Statement of Compliance
The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs as endorsed by the FSC.
- (II)Basis of Preparation
The consolidated financial statements have been prepared on the historical cost basis except for financial instruments that are measured at fair value.
The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:
-
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
-
Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
-
Level 3 inputs are unobservable inputs for the asset or liability.
(III) Classification of current and non-current assets and liabilities
-
Current assets include:
-
Assets held primarily for the purpose of trading;
-
Assets expected to be realized within twelve months after the reporting period; and
-
Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
Current liabilities include:
-
Liabilities held primarily for the purpose of trading;
-
Liabilities due to be settled within twelve months after the reporting period, even if an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the reporting period and before the consolidated financial statements are authorized for issue; and
-
Liabilities for which the Group does not have an unconditional right to defer settlement for at least twelve months after the reporting period.
Assets and liabilities that are not classified as current are classified as non-current.
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(IV) Basis of Consolidation
- The consolidated financial statements incorporate the financial statements of the Group and the entities controlled by the Group (i.e., its subsidiaries, including special purpose entities). Income and expenses of subsidiaries acquired or disposed of are included in the consolidated statement of comprehensive income from the effective date of acquisition and up to the effective date of disposal, as appropriate. Total comprehensive income of subsidiaries is attributed to the shareholders of the parent and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation.
Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s interests and the noncontrolling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the noncontrolling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to shareholders of the parent.
See Note 12, Attachment 6, and Attachment 7 for detailed information on subsidiaries (including the percentages of ownership and main businesses).
(V) Business Combinations
Acquisitions of businesses are accounted for using the acquisition method. Acquisition-related costs are generally recognized in profit or loss as they are incurred.
Goodwill is measured as the excess of the sum of the consideration transferred and the fair value of the acquirer’s previously held equity interests in the acquire over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.
For each business combination, the Group measures the non-controlling interests at either fair value or the share in the recognized amounts of the acquiree’s identifiable net assets. Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets, in the event of liquidation, may be initially measured at the non-controlling interests’ proportionate share of the recognized amounts of the acquiree’s identifiable net assets. The choice of the measurement basis is made on a transaction-by-transaction basis. Other types of non-controlling interests are measured at fair value.
When a business combination is achieved in stages, the Group’s previously held equity interest in an acquiree is remeasured to fair value at the acquisition date, and the resulting gain or loss is recognized in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognized in other comprehensive
- 22 -
income are recognized on the same basis as would be required if those interests were directly disposed of by the Group.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted retrospectively during the measurement period or additional assets or liabilities are recognized to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognized as of that date.
(VI) Foreign Currencies
In preparing the financial statements of each individual group entity, transactions in currencies other than the entity’s functional currency (i.e. foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.
At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period except for exchange differences on transactions entered into in order to hedge certain foreign currency risks.
Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, and in which case, the exchange differences are also recognized directly in other comprehensive income.
Non-monetary items that are measured at historical cost in a foreign currency are not retranslated.
For the purpose of presenting consolidated financial statements, the functional currencies of the Corporation and the group entities (including subsidiaries and associates in other countries that use currencies that are different from the currency of the Corporation) are translated into the presentation currency, the New Taiwan dollar, as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income (attributed to the owners of the Corporation and non-controlling interests as appropriate).
On the disposal of a foreign operation (i.e. a disposal of the Group’s entire interest in a foreign operation, or a disposal involving the loss of control over a subsidiary that includes a foreign operation, or a partial disposal of an interest in a joint arrangement or an associate that includes a foreign operation of which the retained interest becomes a
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financial asset), all of the exchange differences accumulated in equity in respect of that operation are reclassified to profit or loss.
In relation to a partial disposal of a subsidiary that does not result in the Group losing control over the subsidiary, the proportionate share of accumulated exchange differences is re-attributed to non-controlling interests of the subsidiary and is not recognized in profit or loss. For all other partial disposals, the proportionate share of the accumulated exchange differences recognized in other comprehensive income is reclassified to profit or loss.
- (VII) Inventories
Inventories consist of raw materials, supplies, finished goods and work in process and are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. The net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at the weighted-average cost on the end of reporting period.
- (VIII)Investments in associates and joint ventures
An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. A joint venture is a joint arrangement whereby the Group and other parties that have joint control of the arrangement have rights to the net assets of the arrangement.
The Group uses the equity method to account for its investments in associates and joint ventures.
Under the equity method, investments in an associate and joint venture are initially recognized at cost and adjusted thereafter to recognize the Group’s share of the profit or loss and other comprehensive income of the associate and joint venture. The Group also recognizes the changes in the Group’s share of the equity of associates and joint ventures.
Any excess of the cost of an acquisition over the Group’s share of the net fair value of the identifiable assets and liabilities of an associate or a joint venture at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of the acquisition, after reassessment, is recognized immediately in profit or loss.
When the Group subscribes for additional new shares of an associate and joint venture at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Group’s proportionate interest in that associate and joint venture. The Group records such a difference as an adjustment to investments, with the corresponding amount charged or credited to capital surplus - changes in the Group’s share of equity of associates and joint ventures. If the Group’s ownership interest is reduced due to its additional subscription of the new shares of the associate and joint venture, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate and joint venture is reclassified to profit or loss on the same basis as would be required had the investee had
- 24 -
directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for by using the equity method is insufficient, the shortage is debited to retained earnings.
When the Group’s share of losses of an associate and a joint venture equals or exceeds its interest in that associate and joint venture (which includes any carrying amount of the investment accounted for by using the equity method and long-term interests that, in substance, form part of the Group’s net investment in the associate and joint venture), the Group discontinues recognizing its share of further losses. Additional losses and liabilities are recognized only to the extent that the Group has incurred legal obligations, or constructive obligations, or made payments on behalf of that associate and joint venture.
The entire carrying amount of an investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.
The Group discontinues the use of the equity method from the date on which its investment ceases to be an associate and a joint venture. Any retained investment is measured at fair value at that date, and the fair value is regarded as the investment’s fair value on its initial recognition as a financial asset. The difference between the previous carrying amount of the associate and joint venture attributable to the retained interest and its fair value is included in the determination of the gain or loss on disposal of the associate and the joint venture. The Group accounts for all amounts previously recognized in other comprehensive income in relation to that associate and joint venture on the same basis as would be required had that associate had directly disposed of the related assets or liabilities. If an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate, the Group continues to apply the equity method and does not remeasure the retained interest.
When a group entity transacts with its associate and joint venture, profits and losses resulting from the transactions with the associate and joint venture are recognized in the Group’ consolidated financial statements only to the extent that interests in the associate and the joint venture are not related to the Group.
(IX)Property, plant and equipment
Property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment loss.
Depreciation is recognized using the straight-line method with their estimated useful lives. Each significant part is depreciated separately. If the lease term is shorter than its estimated useful life, an item of property, plant and equipment is depreciated over the lease term. The estimated useful lives, residual values and depreciation method are reviewed at least once at the end of each year, with the effect of any changes in estimate accounted for on a prospective basis.
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Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.
(X)Goodwill
Goodwill arising from the acquisition of a business is measured at cost as established at the date of the acquisition of the business less accumulated impairment loss.
For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units or groups of cash-generating units (referred to as “cash-generating units”) that is expected to benefit from the synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually or more frequently when there is an indication that the unit may be impaired by comparing its carrying amount, including the attributed goodwill, with its recoverable amount. However, if the goodwill allocated to a cash-generating unit or groups of cash-generating units was acquired in a business combination during the current annual period, that unit shall be tested for impairment before the end of the current annual period. If the recoverable amount of the cash-generating unit or groups of cash-generating units is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss is recognized directly in profit or loss. An impairment loss recognized for goodwill is not reversed in subsequent periods.
If goodwill has been allocated to a cash-generating unit and the entity disposes of an operation within that unit, the goodwill associated with the operation that is disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal and is measured on the basis of the relative values of the operation disposed of and the portion of the cash-generating unit retained.
(XI) Intangible assets
- 1.Intangible assets acquired separately
Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis. The estimated useful lives, residual values, and amortization methods are reviewed at the end of each reporting period, with the effect of any changes in the estimates accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are measured at cost less accumulated impairment loss. When the Group has a right to charge for usage of concession infrastructure (as a consideration for providing construction services in a service concession arrangement), it is initially recognized as an intangible asset at its fair value. The intangible asset is subsequently measured at cost less accumulated amortization and any accumulated impairment loss.
2.Intangible assets acquired in a business combination
Intangible assets acquired in a business combination and recognized separately from goodwill are initially recognized at their fair value at the acquisition date. Subsequent to
- 26 -
initial recognition, they are measured on the same basis as intangible assets that are acquired separately.
3.Derecognition of intangible assets
On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.
(XII) Impairment of tangible assets (property, plant, and equipment), right-of-use assets, and intangible assets other than goodwill
At the end of each reporting period, the Group reviews the carrying amounts of its tangible assets (property, plant and equipment), right-of-use assets, and other intangible assets (excluding goodwill) to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.
When an impairment loss is subsequently reversed, the carrying amount of an asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount (less amortization expenses or depreciation expenses) that would have been determined had no impairment loss been recognized for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.
(XIII) Financial instruments
Financial assets and financial liabilities are recognized when a group entity becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issuance of financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognized immediately in profit or loss.
1.Financial assets
All regular purchases or sales of financial assets are recognized and derecognized on a trade date basis.
(1)Measurement categories
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Financial assets are classified into the following categories: Financial assets at FVTPL, financial assets at amortized cost and investments in equity instruments at FVTOCI.
A.Financial assets at FVTPL
Financial assets are classified as at FVTPL when such a financial asset is mandatorily classified or designated as at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI and debt instruments that do not meet the amortized cost criteria or the FVTOCI criteria.
Financial assets at FVTPL are subsequently measured at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss incorporates any dividends or interest earned on such a financial asset. Fair value is determined in the manner described in Note 31.
B.Financial assets at amortized cost
Financial assets that meet the following conditions are subsequently measured at amortized cost:
a.The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
b.The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Subsequent to initial recognition, financial assets measured at amortized cost, including cash and cash equivalents, note receivables, account receivables, account receivables-related party, other receivables, and refundable deposits, which equals the gross carrying amount determined using the effective interest method less any impairment loss measured at amortized cost. Exchange differences are recognized in profit or loss.
Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset, except for:
a.Purchased or originated credit-impaired financial assets, for which interest income is calculated by applying the credit-adjusted effective interest rate to the amortized cost of such financial assets; and
b.Financial assets that are not credit impaired on purchase or origination but have subsequently become credit impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets in subsequent reporting periods.
Evidence of impairment may include indications that the debtor is experiencing significant financial difficulty, default or delinquency in interest or principal
- 28 -
payments, indications that the debtor or issuer will probably enter bankruptcy or other financial reorganization, and the disappearance of an active market for that financial asset because of financial difficulties
Cash equivalents include time deposits and bank acceptances with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.
- C.Investments in equity instruments at FVTOCI
On initial recognition, the Group may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.
Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, it will be transferred to retained earnings.
Dividends on these investments in equity instruments are recognized in profit or loss when the Group’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.
- (2)Impairment of financial assets
The Group recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including accounts receivables).
The Group always recognizes lifetime expected credit losses (ECLs) for accounts receivables. For all other financial instruments, the Group recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.
Expected credit losses reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date. The Group recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.
- 29 -
For internal credit risk management purposes, the Group determines that the following situation indicate that a financial asset is in default (without taking into account any collateral held by the Group):
A.Internal or external information shows that the debtor is unlikely to pay its creditors. B.When a financial asset is more than 365 days past due unless the Group has reasonable and corroborative information to support a more lagged default criterion.
The Group recognizes an impairment loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account, except for investmens in debt instruments that are measured at FVTOCI, for which the loss allowance is recognized in the other comprehensive incomeand does not reduce the carrying amount of the financial assets.
(3)Derecognition of financial assets
The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.
On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment in an equity instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss, and the cumulative gain or loss which had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.
2. Equity instruments
Debt and equity instruments issued by the Group are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments issued by the Group are recognized at the proceeds received, net of direct issue costs.
The repurchase of the Corporation’s own equity instruments is recognized in and deducted directly from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issuance or cancellation of the Corporation’s own equity instruments.
3. Financial liabilities
(1)Subsequent measurement
All the financial liabilities are measures at amortized cost using the effective interest method.
Financial liabilities at FVTPL.
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Financial liabilities are classified as at FVTPL when such financial liabilities are held for trading.
Financial liabilities held for trading are stated at fair value, with any gain or loss arising on remeasurement recognized in profit or loss. The fair value is determined in the manner described in Note 31.
(2)Derecognition of financial liabilities
The difference between the carrying amount of the financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
4. Convertible bonds
The component parts of compound instruments (i.e. convertible bonds) issued by the Group are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
On initial recognition, the fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible instruments. This amount is recorded as a liability on an amortized cost basis using the effective interest method until extinguished upon conversion or upon the instrument’s maturity date. Any embedded derivative liability is measured at fair value.
The conversion option classified as equity is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized and included in equity, net of income tax effects, and is not subsequently remeasured. In addition, the conversion option classified as equity will remain in equity until the conversion option is exercised; in which case, the balance recognized in equity will be transferred to capital surplus - share premiums. When the conversion option remains unexercised at maturity, the balance recognized in equity will be transferred to capital surplus - share premiums.
Transaction costs that relate to the issuance of the convertible notes are allocated to the liability and equity components in proportion to the allocation of the gross proceeds. Transaction costs relating to the equity component are recognized directly in equity. Transaction costs relating to the liability component are included in the carrying amount of the liability component.
5. Derivative financial instruments
The Group enters into foreign exchange forward to manage its exposure to foreign exchange rate risks.
Derivatives are initially recognized at fair value at the date on which the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognized in profit or loss immediately. When the fair value of derivative financial instrument is positive, the derivative is
- 31 -
recognized as a financial asset; when the fair value of derivative financial instrument is negative, the derivative is recognized as a financial liability.
(XIV)Revenue recognition
The Group identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.
Revenue from the sale of goods
Revenue from the sale of goods comes from sales of wireless gateways and wlan cards. Sales of wireless gateways and wlan cards are recognized as revenue when the goods are shipped because it is the time when the customer has full discretion over the manner of distribution and price to sell the goods, has the primary responsibility for sales to future customers and bears the risks of obsolescence. Trade receivables are recognized concurrently. The transaction price received is recognized as a contract liability until the customer acquires control of the good.
The Group does not recognize revenue on materials delivered to subcontractors because this delivery does not involve a transfer of control.
(XV)Leasing
At the inception of a contract, the Group assesses whether the contract is, or contains, a lease.
For a contract that contains a lease component and non-lease components, the Group allocates the consideration in the contract to each component on the basis of the relative stand-alone price and accounts for each component separately.
1.The Group as lessor
Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
Lease payments (less any lease incentives payable) from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases. Initial direct costs incurred in obtaining operatin leases are added to the carrying amounts of the underlying assets and recognized as expenses on a straight-line basis over the lease terms.
2.The Group as lessee
The Group recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.
- 32 -
Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the consolidated balance sheets.
Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.
Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments, in-substance fixed payments, and variable lease payments which depend on an index or a rate. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses the lessee’s incremental borrowing rate.
Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in a lease term or a change in future lease payments resulting from a change in an index or a rate used to determine those payments, the Group remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line in the consolidated balance sheets.
(XVI)Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.
Other than that which is stated above, all other borrowing costs are recognized in profit or loss in the year in which they are incurred.
(XVII)Government grants
Government grants are not recognized until there is reasonable assurance that the Group will comply with the conditions attached to them and that the grants will be received.
Government grants are recognized in profit or loss on a systematic basis over the periods in which the Group recognizes as expenses the related cost for which the grants are intended to compensate.
Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no
- 33 -
future related costs are recognized in profit of loss in the period in which they become receivable.
(XVIII) Employee benefits
1.Short-term employee benefits
Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.
2.Retirement benefits
Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered services entitling them to the contributions.
Defined benefit costs (including service costs, net interest and remeasurement) under the defined benefit retirement benefit plans are determined using the projected unit credit method. Service costs and net interest on the net defined benefit liability (asset) are recognized as an employee benefits expense in the period in which they occur. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.
The net defined benefit liability (asset) represents the actual deficit (surplus) in the Group’s defined benefit plan. Any surplus resulting from this calculation is limited to the present value of any refunds from the plan or reductions in future contributions to the plan.
(XIX)Share-based payment arrangements Employee share options
The fair value at the grant date of the employee share options is expensed on a straight-line basis over the vesting period, based on the Group’s best estimates of the number of shares or options that are expected to ultimately vest, with a corresponding increase in non-controlling interest; it is recognized as an expense in full at the grant date if vested immediately.
At the end of each reporting period, the Group revises its estimates of the number of employees share options expected to vest. The impact of the revision of the original estimates is recognized in profit or loss such that the cumulative expenses reflect the revised estimate, with a corresponding adjustment to capital surplus-employee share options.
(XX)Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
-
1.Current tax
-
34 -
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustments to tax payable in respect of previous years.
According to the Income Tax Law, an additional tax of unappropriated earnings is provided for as income tax in the year the shareholders approve to retain the earnings.
Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.
2.Deferred tax
Deferred tax is recognized on temporary differences between the consolidated financial statement carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences, unused loss carryforwards and unused tax credits for research and development expenditures to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.
Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, associates and joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. For deferred tax assets arising from deductible temporary differences associated with such investments and equity, the interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the year in which the liabilities are settled or the assets are realized, based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
- 3.Current and deferred taxes for the year
Current and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, and in
- 35 -
which case, the current and deferred taxes are also recognized in other comprehensive income or directly in equity.
V. ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Group’s accounting policies, management is required to make judgments, estimations and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.
The Group takes the economic impact caused by the COVID-19 into consideration as part of a key source of estimation uncertainty. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.
VI. CASH AND CASH EQUIVALENTS
| H AND CASH EQUIVALENTS | ||
|---|---|---|
| Cash on hand Checking accounts and demand deposits Cash equivalents Time deposits with original maturities of less than 3 months Market rate intervals of cash in banks at the end of the reporting period |
December 31, 2020 $ 2,117 1,884,043 39,090 $ 1,925,250 0.001%~2.75% |
December 31, 2019 |
| $ 2,347 1,470,340 1,258,431 $ 2,731,118 0.001%~2.90% |
- 36 -
VII. FINANCIAL ASSETS AND LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS
==> picture [425 x 336] intentionally omitted <==
----- Start of picture text -----
December 31, 2020 December 31, 2019
Financial assets - current
Mandatorily measured at FVTPL
Non-derivative financial assets
-
Domestic listed shares $ 120,131 $ 110,990
- Trust Beneficiary Certificate - 15,007
- Financial Products 23,745 10,486
Hybrid Financial Assets
-
Convertible Bonds $ 15,592 $ -
Derivative instruments ( non-
hedge accounting )
- Convertible option 840 -
$ 160,308 $ 136,483
Financial liabilities - current
Held for trading
Derivative instruments ( non-
hedge accounting )
- Foreign Exchange
Forward Contract $ 7,278 $ 3,423
- Convertible option - 2,640
$ 7,278 $ 6,063
----- End of picture text -----
At the end of the reporting period, outstanding foreign exchange forward contracts not under hedge accounting for the balance sheet were as follows: December 31, 2020
Notional Amount Currency Maturity Date ( In Thousands ) Sell USD/NTD 2020.11.05~2021.01.11 USD 20,000/NTD 571,840 Sell USD/NTD 2020.11.19~2021.01.25 USD 10,000/NTD 285,060 December 31, 2019 Notional Amount Currency Maturity Date ( In Thousands ) Sell USD/NTD 2019.12.02~2020.01.06 USD 10,000/NTD 304,870
The Group entered into foreign exchange forward contracts to manage exposures due to exchange rate fluctuations of foreign currency denominated assets and liabilities.
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VIII. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME - OTHERS
| E-OTHERS | |||
|---|---|---|---|
| Non-current Domestic Investments Listed shares Unlisted shares Total Overseas Investment Listed shares Unlisted shares Total |
December 31, 2020 $ 664,480 70,214 734,694 74,926 115,668 190,594 $ 925,288 |
December 31, 2019 | |
| $ 683,239 148,484 831,723 127,498 228,768 356,266 $ 1,187,989 |
Foreign investments are held for medium- to long-term strategic purposes. Accordingly, the management elected to designate these investments in equity instruments as at FVTOCI as they believe that recognizing short-term fluctuations in these investments’ fair value in profit or loss would not be consistent with the Group’s strategy of holding these investments for long-term purposes.
IX.FINANCIAL ASSETS MEASURED AT AMORTIZED COST
| Current Domestic Investment Time deposits with original maturities of more than 3 months (1) Non-current Domestic Investment Standard Chartered Subordinated Bond (2) Time deposits with original maturities of more than 3 months (1) |
December 31, 2020 $ 3,274 $ 132,652 40,000 $ 172,652 |
December 31, 2019 | December 31, 2019 |
|---|---|---|---|
| $ 55,921 $ 141,167 24,327 $ 165,494 |
(I) As of 2020 and December 31, 2019, the annual interest rate for t ime deposits with original maturities of more than 3 months are within the ranges of 0.18%~0.35% and 0.48%~1.065
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(II) In February 2016, the Group purchased Standard Chartered Bank Subordinated Bond at a nominal value of USD4,600 thousand. The maturity date is January 25, 2022. The coupon rate is 5.7%, and the effective interest rate is 4.49%.
(III)Please see Note 33 for more details on financial assets pledged as collateral measured at amortized cost.
X.NOTES RECEIVABLE AND ACCOUNTS RECEIVABLE
| Notes Receivable Arising from operations Accounts Receivables At Amortized Cost Less: Allowance for impairment loss |
December 31, 2020 $ - $ 5,888,881 ( 509) $ 5,888,372 |
December 31, 2019 | December 31, 2019 |
|---|---|---|---|
( |
( |
$ 43,732 $ 3,999,767 21,119) $ 3,978,648 |
The average credit period on sales of goods is 90 days with no accrued interest. The allowance for doubtful receivables was assessed by referring to the collectability of receivables based on an individual trade term analysis, aging analysis, the historical payment behavior and current financial condition of customers.
The Group measures the loss allowance for accounts receivables at an amount equal to lifetime expected credit losses.The expected credit losses on trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of economic conditions at the reporting date. As the Group’s historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished according to the Group’s different customer base.
In the event there is an evidence indicating that the customer is under severe financial difficulty and the Group cannot reasonably estimate the recoverable amounts, the Group writes off relevant accounts receivable. However, the Group continues to engage in enforcement activity to attempt to recover the receivables which are due. Where recoveries are made, the recoverable amounts are recognized in profit or loss.
The following table details the loss allowance of note receivables and accounts receivables based on the Group’s provision matrix.
- 39 -
December 31, 2020
| December 31, 2020 | |||||||
|---|---|---|---|---|---|---|---|
| Expected Credit Loss Rate Gross carrying amount Loss allowance (Lifetime ECL )Amortized cost December 31, 2019 Expected Credit Loss Rate Gross carrying amount Loss allowance (Lifetime ECL )Amortized cost |
Less than 180 Days |
181~365 Days0.33% $ 303 ( 1) $ 302 181 ~365 Days25.04% $ 2,013 ( 226) $ 1,787 |
Over 366 Days |
Total | |||
( |
0.01% $ 5,888,511 441) $ 5,888,070 Less than 180 Days |
( |
100% $ 67 67) $ - Over 366 Days |
( |
$ 5,888,881 509) $ 5,888,372 Total |
||
( |
0.01% $ 4,021,196 603) $ 4,020,593 |
( |
( |
100% $ 20,290 20,290) $ - |
( |
$ 4,043,499 21,119) $ 4,022,380 |
The movements of the loss allowance of account receivables were as follows:
| Balance, beginning of year (Jan. 01) Add: Acquire Subsidiary Less: Net remeasurement of loss allowance Less: Disposal of Subsidiary Balance, end of year (Dec. 31) |
December 31, 2020 $ 21,119 - ( 47 ) (20,563) $ 509 |
December 31, 2019 |
|---|---|---|
| $ 17,845 4,309 ( 1,035 ) - $ 21,119 |
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XI. INVENTORIES
| ENTORIES | |||
|---|---|---|---|
| Finished goods Work in process Raw materials and supplies Inventory in transit |
December 31, 2020 $ 365,620 596,129 3,180,444 47,112 $ 4,189,305 |
December 31, 2019 | |
| $ 243,849 242,879 1,786,216 29,222 $ 2,302,166 |
As of December 31, 2020 and 2019, the cost of inventories recognized as cost of goods sold were NT$17,663,796 thousand and NT$16,284,640 thousand, respectively. Loss (gain) on reversal of write-downs were $30,661 thousand and $(16,541) thousand, respectively. Increase in net realisable value of inventories was due to inventory write-off.
XII.SUBSIDIARIES
- (I) Subsidiaries included in consolidated financial statements:
Investor Gemtek Technologies Co., Ltd. Gemtek Technologies Co., Ltd. Gemtek Technologies Co., Ltd. Gemtek Technologies Co., Ltd. Gemtek Technologies Co., Ltd. Gemtek Investment Co.,Ltd Gemtek Investment Co.,Ltd Brightech International Co., Ltd. G-Technology Investment Co., Ltd. G-Technology Investment Co., Ltd. G-Technology Investment Co., Ltd. G-Technology Investment Co., Ltd. AMPAK International Holdings Ltd. Primax Communication (B.V.I.) Inc. AMPAK Technology Inc. |
Investee | Main Business Investment Investment Investment Telecommu nications Telecommu nications Telecommu nications Telecommu nications Telecommu nications Telecommu nications Investment Investment Telecommu nications Telecommu nications Telecommu nications Telecommu nications |
% o f O w | n e r s h i p |
|---|---|---|---|---|
| 2020 December 31 100.00% 100.00% 100.00% 100.00% - - 97.92% 80.46% 100.00% 100.00% 100.00% 100.00% 100.00% 19.54% - |
2019 December 31 |
|||
| Brightech International Co., Ltd. G-Technology Investment Co., Ltd. Gemtek Investment Co.,Ltd Gemtek Vietnam Co., Ltd. AMPAK Technology Inc. AMPAK Technology Inc. 5V Technologies, Ltd. Gemtek Electronics Suzhou Co. Ltd. Gemtek Electronics Kunshan Co., Ltd. AMPAK International Holdings Ltd. Primax Communication (B.V.I.) Inc. Gemtek CZ., s.r.o. Gemtek Electronics (ChangShu) Co., Ltd. Gemtek Electronics (Suzhou) Co. Ltd. SparkLAN Communications, Inc. |
100.00% 100.00% 100.00% 100.00% 59.98% 14.90% - 80.46% 100.00% 100.00% 100.00% 100.00% 100.00% 19.54% 100.00% |
- 41 -
On June 9, 2020, the shareholders meeting of the Group passed the resolution proposed by the Company and Gemtek Investment Co.,Ltd to release a total of 25,000 thousand shares from AMPAK Technology Inc. In August 2020, 26.61% and 14.90% of the shareholdings of AMPAK Technology Inc. were sold respectively, and the subscription of shares was completed, decreasing its shareholding ratio from 74.88% to 33.37%. As a result, the Group lost control over AMPAK Technology Inc. and its subsidiaries, hence, the above companies are excluded from the combined entity. Please see Note 28 for more details regarding equity shares of AMPAK Technology Inc.
In January 2020, the Group acquired 97.92% of the shareholdings of 5V TECHNOLOGIES, TAIWAN LTD. by NT$90,000 thousand in cash. Please see Note 27 for more details on the acquisition of 5V TECHNOLOGIES, TAIWAN LTD.
On August 23, 2019, the Group obtained 100% shareholdings of SparkLAN Communications Inc. via Ampak Technology Inc. by means of cash and issuance of equity instruments, and has since included SparkLAN Communications Inc. in the Group’s consolidated reports. However, the Group did not subscribe for the new shares issued by Ampak Technology Inc. based on the shareholding ratio, as a result, its comprehensive shareholding ratio decreased to 74.88%.
The condolidated financial statements of the Group as of December 31, 2020 and 2019, which includes the financial statements of its subsidiaries, have been duly audited for the same year.
(II) Subsidiaries not included in consolidated financial statements
| Investor Gemtek Technologies Co., Ltd. G-Technology Investment Co., Ltd. Wi Tek Investment Co., Ltd. |
Investee Wi Tek Investment Co., Ltd. PT. South Ocean Browan Communications (Xi'An) Inc. |
Main Business Investment Telecommun ications Telecommun ications |
% o f O | w n e r s h i p |
|---|---|---|---|---|
| 2020 December 31 100.00% 95.00% 100.00% |
2019 December 31 |
|||
| 100.00% 95.00% 100.00% |
- 42 -
As of 2020 and December 31, 2019, the Group held 100% of Wi Tek Investment Co., Ltd., and its total assets were NT$20,950 thousand and NT$30,276 thousand, accounting for 0.10% and 0.21% of consolidated assets, respectively. Operating incomes were NT$0 for both years, accounting for 0% of the consolidated total operating income. As a result, Wi Tek Investment Co., Ltd. was not included in the consolidated financial statements of the Group.
As of 2020 and December 31, 2019, the Group held 95% of PT. South Ocean, and its total assets were NT$2,613 thousand and NT$2,751 thousand, accounting for 0.01% and 0.02% of consolidated assets, respectively. Operating incomes were NT$0 for both years, accounting for 0% of the consolidated total operating income. As a result, PT. South Ocean was not included in the consolidated financial statements of the Group.
As of 2020 and December 31, 2019, the Group held 100% of the shares of Browan Communications (Xi'An) Inc. through Wi Tek Investment Co., Ltd., and its total assets were NT$22,614 thousand and NT$32,263 thousand, accounting for 0.11% and 0.22% of consolidated assets, respectively. Operating incomes were NT$1,441 thousand and NT$2,056 thousand, accounting for 0.01% and 0.01% of the consolidated total operating income, respectively. As a result, Browan Communications (Xi'An) Inc. was not included in the consolidated financial statements of the Group.
XIII.INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
| Investment in subsidiaries Investment in associates |
December 31, 2020 $ 23,565 1,087,598 $ 1,111,163 |
December 31, 2019 | December 31, 2019 |
|---|---|---|---|
| $ 33,027 41,286 $ 74,313 |
(I) Investment in subsidiaries
| Investment in subsidiaries | |||
|---|---|---|---|
| Unlisted Company Wi Tek Investment Co., Ltd. PT. South Ocean |
December 31, 2020 $ 20,951 2,614 $ 23,565 |
December 31, 2019 | |
| $ 30,276 2,751 $ 33,027 |
- 43 -
Proportion of ownership and voting rights:
| WiTek Investment Co., Ltd. PT. South Ocean |
December 31, 2020 100.00% 95.00% |
December 31, 2019 |
|---|---|---|
| 100.00% 95.00% |
The investments in subsidiaries accounted for using the equity method and the share of profit or loss and other comprehensive income of those investments for the year ended December 31, 2020 and 2019 was based on the subsidiaries’ financial statements which have been audited for the same year.
Please refer to Note 12 for details on subsidiaries that are not included in the consolidated financial statement. For more information regarding the nature of activities, principal place of business and country of incorporation of the associates, please refer to Attachment 6. 。
(II) Investments in associates
| vestments in associates | |||
|---|---|---|---|
Investor has significant influence over associate AMPAK Technology Inc. Investor as no significant influence over associate Free PP Worldwide Co., Ltd. BANDRICH, INC. BROWAN COMMUNICATIONS INCORPORATION |
December 31, 2020 $ 1,048,268 13,930 5,389 20,011 $ 1,087,598 |
December 31, 2019 | |
| $ - 15,688 8,124 17,474 $ 41,286 |
- 44 -
1. Investor has significant influence over associate :
or has significant influence over associate: |
|
|---|---|
| Company Name AMPAK Technology Inc. |
Proportion of ownership and voting rights |
| December 31, 2020 | |
| 33.37% |
For more information regarding the nature of activities, principal place of business 。 and country of incorporation of the associates, please refer to Table 6.
In August 2020, the Group sold 41.51% of the shareholdings of AMPAK Technology Inc., its shareholding ratio was decreased to 33.37% as a result. The dramatic change in ownership percentage is presumed to have significant influence over the investee, therefore the change of percentage was included in the investment in associates using the equity method.
Summarized financial information in respect of each of the Group’s material associates is set out below. The summarized financial information below represents amounts shown in the associates’ financial statements prepared in accordance with IFRSs adjusted by the Group for equity accounting purposes.
AMPAK Technology Inc.
| MPAK Technology Inc. | |
|---|---|
| Current assets Non-current assets Current liabilities Non-current liabilities Equity Proportion of the Group’s ownership Equity attributable to the Group Goodwill Carrying amount |
December 31, 2020 |
| $ 1,336,964 524,035 ( 619,704 ) ( 8,511) $ 1,232,784 33.37% $ 411,397 636,871 $ 1,048,268 |
-
(Continued) -
45 -
| Operating revenue Net profit for the year Other comprehensive income Total comprehensive income for the year Equity obtained from AMPAK Technology Inc. |
December 31, 2020 | December 31, 2020 |
|---|---|---|
| $ 2,417,460 $ 286,468 4,158 $ 290,626 $ 40,201 |
- Investor has no significant influence over associate
:
| Shares attributable to the Group Total comprehensive income for the year |
2020 $ 40,996 |
2019 | ||
|---|---|---|---|---|
| ( | $ 43,280) |
The Group previously has held 25% equity of PCL (Hsinchu) Co., Ltd. In November 2019, PCL (Hsinchu) Co., Ltd. implemented a cash increase subsequent to a capital reduction to cover losses. However, as the Group did not participate in the subscription of shares based on its existing shareholding proportion, its percentage of ownership decreased from 25% to 15.14% resulting in the loss of significant influence. The fair value of the remaining 15.14% of the equity held by the Group on the disposal date was NT$35,543 thousand, which its financial assets were therefore measured at fair value through other comprehensive gains and losses.
BROWAN COMMUNICATIONS INCORPORATION, an investee of the Group, increased its capital by NT$60,000 thousand in cash in January 2019. The Group did not participate in the subscription of shares based on its existing shareholding proportion, but rather subscribed in cash increase by NT$40,000 thousand, resulting in the shareholding percentage to increase to 45.69%.
- 46 -
The investments in associates accounted for using the equity method and the share of profit or loss and other comprehensive income of those investments for the year ended December 31, 2020 and 2019 were based on the associates’ financial statements which have been audited for the same year.
XIV.PROPERTY, PLANT AND EQUIPMENT
| Cost Balance on January 01, 2019 Additions Disposals Acquired from business combination Prepayments for business facilities Reclassification Effect of foreign currency exchange differences Balance on December 31, 2019 Accumulated depreciation and impairment Balance on January 01, 2019 Disposals Depreciation expenses Acquired from business combination Effect of foreign currency exchange differences Balance on December 31, 2019 Net value on December 31, 2019 Cost Balance on January 01, 2020 Additions Disposals Acquired from business combination Received prepayments for business facilities Disposal of subsidiary Reclassification Effect of foreign currency exchange differences |
Land $ 313,818 - - - - ( 59,849 ) 5,310 $ 259,279 $ - - - - - $ - $ 259,279 $ 259,279 - - - - - - - |
Buildings $ 3,036,682 44,307 ( 3,489 ) - - 18,687 ( 47,458) $ 3,048,729 $ 1,184,062 ( 3,240 ) 118,069 - ( 26,710) $ 1,272,181 $ 1,776,548 $ 3,048,729 18,748 ( 6,138 ) - - - 69,818 7,397 |
Machinery and Equipment $ 1,660,182 189,791 ( 221,704 ) 1,965 2,313 5,455 ( 56,958) $ 1,581,044 $ 1,213,873 ( 184,132 ) 88,486 1,965 ( 39,213) $ 1,080,979 $ 500,065 $ 1,581,044 246,929 ( 123,231 ) 2,934 14,359 ( 53,891 ) 251,624 3,238 |
Miscellaneous Equipment $ 1,309,616 105,246 ( 84,186 ) 4,851 3,556 2,217 ( 38,304) $ 1,302,996 $ 1,055,549 ( 74,396 ) 76,502 3,993 ( 29,256) $ 1,032,392 $ 270,604 $ 1,302,996 184,594 ( 142,584 ) 1,038 494 ( 14,438 ) 22,310 12,734 |
Construction in progress and equipments pending acceptance $ 19,941 66,901 - - - ( 26,359 ) 497 $ 60,980 $ - - - - - $ - $ 60,980 $ 60,980 373,370 - - - - ( 343,752 ) ( 3,850) |
Total |
|---|---|---|---|---|---|---|
| $ 6,340,239 406,245 ( 309,379 ) 6,816 5,869 ( 59,849 ) ( 136,913) $ 6,253,028 $ 3,453,484 ( 261,768 ) 283,057 5,958 ( 95,179) $ 3,385,552 $ 2,867,476 $ 6,253,028 823,641 ( 271,953 ) 3,972 14,853 ( 68,329 ) - 19,519 |
- 47 -
| Balance on December 31, 2020 Accumulated depreciation and impairment Balance on January 01, 2020 Disposals Depreciation expenses Acquired from business combination Disposal of subsidiary Effect of foreign currency exchange differences Balance on December 31, 2020 Net value on December 31, 2020 |
$ 259,279 $ 3,138,554 $ 1,923,006 $ 1,367,144 $ - $ 1,272,181 $ 1,080,979 $ 1,032,392 - ( 3,909 ) ( 111,858 ) ( 121,389 ) - 112,264 124,330 83,777 - - 582 833 - - ( 41,349 ) ( 11,752 ) - 10,295 12,496 9,701 $ - $ 1,390,831 $ 1,065,180 $ 993,562 $ 259,279 $ 1,747,723 $ 857,826 $ 373,582 |
$ 86,748 $ 6,774,731 $ - $ 3,385,552 - ( 237,156 ) - 320,371 - 1,415 - ( 53,101 ) - 32,492 $ - $ 3,449,573 $ 86,748 $ 3,325,158 |
|---|---|---|
No impairment assessment was performed for the years ended December 31, 2020 and 2019 as there were no indication of impairment.
The above items of property, plant and equipment are depreciated on a straight-line basis over the estimated useful life of the asset:
Building Main buildings 50 years Others 3~50 years Machinery and equipment 2~10 years Miscellaneous equipment 2~10 years
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XV.LEASE ARRANGEMENTS
(I) Right-of-use Assets
December 31, 2020 December 31, 2019
Carrying amounts Land $ 102,854 $ 107,724 Building 6,893 10,239 Transportation equipment 1,413 1,313 $ 111,160 $ 119,276
For the Year Ended For the Year Ended December 31, 2020 December 31, 2019 Additions to right-of-use assets $ 11,847 $ 1,065 Depreciation charge for right-of-use assets Land $ 2,860 $ 3,125 Buildings 5,343 4,237 Transportation equipment 835 981 $ 9,038 $ 8,343
(II) Lease Liabilities
December 31, 2020 December 31, 2019 Carrying amounts Current $ 3,012 $ 6,533 Non-current $ 4,528 $ 5,126
Range of discount rate for lease liabilities was as follows:
| Range of discount rate for lease | liabilities was as follows: | ||
|---|---|---|---|
| Buildings Transportation equipment Other lease information Expenses related to short-term leases Expenses related to low-value asset leases Total cash outflow for leases |
December 31, 2020 0.79%~1.39% 0.79%~4.41% December 31, 2020 $ - $ - ($ 6,170) |
December 31, 2019 | |
| 1.39%~1.50% 1.39%~4.41% December 31, 2019 |
|||
( |
( |
$ 418 $ 115 $ 5,918) |
- (III) Other lease information
The Group leases certain transportation equipment which qualify as short-term leases and certain office spaces which qualify as low-value asset leases. The Group elected to apply the recognition exemption and, thus, did not recognize right-of-use assets and lease liabilities for these leases.
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For the years ended December 31, 2020 and 2019, the short-term leases qualified for exemption was NT$0.
XVI.OTHER ASSETS
| THER ASSETS | ||
|---|---|---|
| Current Prepaid expenses Prepayments Temporary debits Excess business tax paid (or Net Input VAT) Non-current Deferred expenses Guarantee deposits paid Overdue receivables Allowance for loss -Overduereceivables Net defined benefit asset(Note20) Other |
December 31, 2020 $ 29,717 9,742 9,555 267,903 $ 316,917 $ 150,154 6,084 196,741 ( 196,741 ) 10,596 49,872 $ 216,706 |
December 31, 2019 |
| $ 37,663 16,447 10,666 134,985 $ 199,761 $ 144,567 6,760 196,741 ( 196,741 ) 16,186 12,552 $ 180,065 |
XVII.BORROWINGS
Short-term borrowings
| Short-term borrowings | ||
|---|---|---|
| Unsecured borrowings Line of credit borrowings Rate of interest per annum (%) |
December 31, 2020 $ 1,082,240 0.64%~0.75% |
December 31, 2019 |
| $ 454,800 0.85%~2.15% |
XVIII.BONDS PAYABLE
| BONDS PAYABLE | |||
|---|---|---|---|
| 5thDomestic unsecured convertible bonds Less: Current portion due within 1 year |
December 31, 2020 $ 1,179,157 (1,179,157) $ - |
December 31, 2019 | |
( |
$ 1,162,082 - $ 1,162,082 |
On March 15, 2019, the Company issued its 5th domestic unsecured convertible bond in the amount of $1,200,000 thousand at 100.2% of its par value for 12
- 50 -
thousand units, in which the denomination for the bond is NT$100 thousand. The maturity period is 3 years, with a zero coupon rate.
On December 31, 2020, the conversion price was NT$26.3 per common share, conversion period was from June 16, 2019 to March 15, 2022. After the convertible bonds are issued for 2 years, bondholders may request the Company to redeem the convertible bonds in cash at 100.5% of the bond's face value per sale base date. After 3 months following the offering date of the convertible bonds and up until 40 days prior to its maturity date, if the closing price of the Company’s common stock exceeds the current conversion price by 30% (inclusive) for 30 consecutive business days, the Company may, based on the face value of the bond, exercise its rights to redeem all convertible bonds in cash. After 3 months following the offering date of the convertible bonds and up until 40 days prior to its maturity date, if the outstanding balance of the convertible bonds is less than 10% of the total amount issued, the Company may, based on the face value of the bond, exercise its rights to redeem all convertible bonds in cash. Except for conversions into common stock and early redemptions made by the Company, a lump-sum payment will be given in cash upon maturity.
This convertible bond includes liability and equity components. The equity components are expressed as capital reserve-stock options under equity. The effective interest rate originally recognized for the liability component is 1.46%.
| Proceeds from issuance (Less: NT$5,084 thousand | ||
|---|---|---|
| transaction cost) | $ 1,197,316 | |
| Equity component (Less: NT$193 thousand trading cost | ||
| allocated to the equity component) | ( | 45,527 ) |
Financial liabilities at fair value through profit or loss- |
||
| current (Less: NT$13 thousand transaction cost) | ( | 3,107) |
| Liability component at issue date (Less: NT$4,878 thousand | ||
| transaction cost allocated to the liability component) | 1,148,682 | |
| Interest charged at Effective interest rate 1.46% | 13,400 | |
| Liability component on December 31, 2019 | 1,162,082 | |
| Interest charged at Effective interest rate 1.46% | 17,075 | |
| Liability component on December 31, 2020 | $ 1,179,157 |
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On March 15, 2016, the Company issued its 4th domestic unsecured convertible bond in the amount of $1,000,000 thousand, in which the denomination for the bond is NT$100 thousand. The maturity period is 3 years, with a zero coupon rate.
On December 31, 2018, the conversion price was NT$17.6 per common share, conversion period was from March 15, 2016 to March 15, 2019. After the convertible bonds are issued for 2 years, bondholders may request the Company to redeem the convertible bonds in cash, based on the bond's face value per sale base date. After 1 month following the offering date of the convertible bonds and up until 40 days prior to its maturity date, if the closing price of the Company’s common stock exceeds the current conversion price by 30% (inclusive) for 30 consecutive business days, the Company may, based on the face value of the bond, exercise its rights to redeem all convertible bonds in cash. After 1 month following the offering date of the convertible bonds and up until 40 days prior to its maturity date, if the outstanding balance of the convertible bonds is less than 10% of the total amount issued, the Company may, based on the face value of the bond, exercise its rights to redeem all convertible bonds in cash. Except for conversions into common stock and early redemptions made by the Company, a lump-sum payment will be given in cash upon maturity.
This convertible bond includes liability and equity components. The equity components are expressed as capital reserve-stock options under equity. The effective interest rate originally recognized for the liability component is 1.87%.
| Proceeds from issuance (Less: NT$4,829 thousand | |||
|---|---|---|---|
| transaction cost) | $ | 994,920 | |
| Equity component (Less: NT$220 thousand transaction cost | |||
| allocated to the equity component) | ( | 43,080 ) | |
Financial liabilities at fair value through profit or loss- |
|||
| current (Less: NT$31 thousand transaction cost) | ( | 6,169) | |
| Liability component at issue date (Less: NT$4,829 thousand | |||
| traansaction cost allocated to the liability component) | 945,671 | ||
| Interest charged at Effective interest rate 1.87% | 31,621 | ||
| Gain on valuation of financial asset | ( | 748 ) | |
| Bonds payable converted to common shares | ( | 970,836) | |
| Liability component on December 31, 2018 | 5,708 | ||
| Interest charged at Effective interest rate 1.87% | 62 | ||
| Bonds payable converted to common shares | ( | 5,770) |
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Liability component on December 31, 2019 $
XIX.OTHER LIABILITIES
| THER LIABILITIES | |||
|---|---|---|---|
| Other payables-current Payables for other expenses Payables for salaries and bonuses Other payables – related parties (Note 33) Other liabilities -currentTemporary credits Others Other liabilities -non-currentOthers |
December 31, 2020 $ 263,946 449,812 - $ 713,758 $ 52,858 9,011 $ 61,869 $ 1,479 |
December 31, 2019 | |
| $ 205,979 304,140 10 $ 510,129 $ 21,975 18,043 $ 40,018 $ 9,184 |
XX.RETIREMENT BENEFIT PLANS
(I)Defined contribution plans
The Company and its subsidiaries adopted a pension plan under the Labor Pension Act (LPA), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.
(II) Defined benefit plans
The defined benefit plan adopted by the Company and its subsidiaries in accordance with the Labor Standards is operated by the government. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the six months before retirement. The Group contributes amounts equal to 2% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, the Group assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the
- 53 -
next year, the Group is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the “Bureau”) and the Group has no right to influence the investment policy and strategy.
Among the Group’s subsidiaries, Gemtek Electronics (Kunshan) Co., Ltd. and Gemtek Electronics (Changshu) Co., Ltd. follow the above plans to contribute an amount equal to the proportion allocated from their employees' salaries, and deposit the total amount into a special pension account. The pension fund is managed by the local statutory insurance agency. When an employee retires, he/she will be eligble to receive the employee's personal pension savings and the Group's relative contributions, plus its accrued interest from the past years.
The amounts included in the consolidated balance sheets in respect of the Group’s defined benefit plans were as follows:
| Present Value of the Defined Benefit Obligation Fair Value of the Plan Assets Net Defined Benefit Asset |
December 31, 2020 $ 64,604 (75,200) ($ 10,596) |
December 31, 2019 | December 31, 2019 |
|---|---|---|---|
( ( |
( ( |
$ 67,264 83,450) $ 16,186) |
Movements in net defined benefit assets were as follows:
| Balance on January 01, 2019 Acquired from business combination Service cost Current service cost Interest expense(Income) Recognized in profit or loss Remeasurement Return on plan assets Actuarial gains and losses -changes in |
Present Value of the Defined Benefit Obligation $ 56,724 3,067 570 671 1,241 - 350 |
Fair Value of the Plan Assets ($ 73,236) ( 4,566) - ( 895) ( 895) ( 2,589 ) - |
Net Defined Benefit Asset |
|---|---|---|---|
| ($ 16,512) ( 1,499) 570 ( 224) 346 ( 2,589 ) 350 |
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| demographic assumptions -changes in financialassumptions -experienceadjustments Recognized in other comprehensive income Contributions from the employer Benefits paid ( Balance on December 31, 2019 Disposal of subsidiary ( Service cost Current service cost Interest expense(income) Recognized in profit or loss Remeasurement Return on plan assets Actuarial gains and losses -changes indemographic assumptions -changes in financialassumptions -experienceadjustments Recognized in other comprehensive income Contributions from the employer ( Benefits paid Balance on December 31, 2020 |
1,808 - 1,808 4,610 - 4,610 6,768 ( 2,589) 4,179 - ( 2,700) ( 2,700) 536) 536 - 67,264 ( 83,450) ( 16,186) 4,387) 10,295 5,908 573 - 573 503 ( 585) ( 82) 1,076 ( 585) 491 - ( 2,313 ) ( 2,313 ) 444 - 444 2,219 - 2,219 1,578 - 1,578 4,241 ( 2,313) 1,928 3,590) 3,590 - - ( 2,737) ( 2,737) $ 64,604 ($ 75,200) ($ 10,596) |
|---|---|
The amounts of defined benefit plans recognized in profit or loss by function were as follows:
| Operation cost Promotion expense Management expense R&D expense |
December 31, 2020 $ 154 36 104 197 $ 491 |
December 31, 2019 | December 31, 2019 |
|---|---|---|---|
| $ 117 16 83 130 $ 346 |
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Through the defined benefit plans under the Labor Standards Law, the Group is exposed to the following risks:
-
Investment risk: The plan assets are invested in domestic/and foreign/equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau of Labor Funds, Ministry of Labor or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.
-
Interest risk: A decrease in the government bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plan’s debt investments.
-
Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.
The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The principal assumptions used for the purposes of the actuarial valuations were as follows:
| Discount rate Expected rates of future salary increase |
December 31, 2020 0.350% 3.250% |
December 31, 2019 |
|---|---|---|
0.800%~0.875%2.500% ~3.500% |
If possible reasonable changes in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:
| Discount rate Increase 0.25% Decrease 0.25% Expected rates of future salary increase |
December 31, 2020 ($ 1,254) $ 1,298 |
December 31, 2019 | December 31, 2019 |
|---|---|---|---|
| ( |
( |
$ 1,407) $ 1,456 |
- 56 -
Increase 0.25% $ 1,227 $ 1,385 Decrease0.25% ( $ 1,193 ) ( $ 1,346 )
The sensitivity analysis presented above may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
December 31, 2020 December 31, 2019 The expected contributions to the plan for the next year $ 2,737 $ 2,700 The average duration of the defined benefit obligation 12 年 12 year ~ 13.6 year
XXI.EQUITY
- (I) Share capital
Common stock
| Common stock | |||
|---|---|---|---|
Authorized shares(inthousands )Authorized capital Issued and paid shares (in thousands) Issued capital |
December 31, 2020 500,000 $ 5,000,000 357,591 $ 3,575,905 |
December 31, 2019 | |
| 500,000 $ 5,000,000 356,884 $ 3,568,835 |
A holder of issued ordinary shares with par value of NT$10 is entitled to the proportional rights to vote and to dividends.
Bondholders had exercised the right to convert the Company’s 4th domestic unsecured convertible bonds, the number of ordinary shares exchanged were 5,722 thousand shares, 2,125 thousand shares, 4,722 thousand shares and 23,595 thousand shares, in which the capital increase base dates were on March 21, 2019, November 8, 2018, August 10, 2018, and March 19, 2018, respectively..
- 57 -
On June 09, 2020, the Company’s regular shareholders’ meeting approved the issuance of employee restricted stock at an estimated total of 4,000 thousand shares, with a par value of NT$10, which the total amount is NT$40,000 thousand.The above transaction was approved by the FSC, under Authorization Letter Jinguanzheng Fazi No. 1090349323 effective on July 14, 2020, and the subscription base date was to be set on August 07, 2020 as determined by the Board of Directors. In addition, on August 7, 2020, the Company's Board of Directors resolved to reduce capital by cancelling 3,293 thousand treasury shares. The base date for capital reduction was on August 7, 2020.
(II) Capital Surplus
| Capital Surplus | |||
|---|---|---|---|
| Shares premium from issuance Conversion premium Recognition of changes in ownership interests in subsidiaries Recognition of changes in investment in subsidiaries and associates by using the equity method Share option Employee restricted stock Expired share option Others |
December 31, 2020 $ 1,448,441 2,846,020 50,516 5,990 45,527 58,474 150,566 473 $ 4,606,007 |
December 31, 2019 | |
| $ 1,662,189 2,846,020 50,516 5,990 45,527 - 150,566 473 $ 4,761,281 |
The capital surplus arising from shares issued in excess of par value (including share premium from issuance of ordinary shares), and donations may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company’s capital surplus and once a year).
The capital surplus arising from investments, employee share options, and convertible bonds options accounted for equity method may not be used for any purpose.
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(III) Retained earnings and dividends policy
Under the dividends policy as set forth in the amended Articles, where the Company made profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as legal reserve 10% of the remaining profit, setting aside or reversing a special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Company’s board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for distribution of dividends and bonus to shareholders. For information on the accrual basis of the employees’ compensation and remuneration of directors and the actual appropriations, refer to Note 23-8 employee benefits and remuneration of directors.
Appropriation of earnings to legal reserve shall be made until the reserve equals the Company’s paid-in capital. Legal reserve may be used to offset deficit. If the Company has no deficit and the legal reserve has exceeded 25% of the Company’s paid-in capital, the excess may be transferred to capital or distributed in cash
Under FSC Authorization Letters Jinguanzheng Fazi No. 1010012865 and No. 1010047490, and the directive titled “Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs”, the Company should appropriate or reverse to a special reserve.
The appropriation of earnings for 2019 and 2018 were approved by the shareholders’ general meetings on June 09, 2020 and June 18, 2019, respectively. The appropriations were as follows:
| Legal reserve Special reserve |
Appropriation of Earnings | Appropriation of Earnings |
|---|---|---|
| For the year ended 2019 $ 20,119 183,614 |
For the year ended 2018 |
|
| $ - 180,682 |
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In addition, the shareholders’ meeting on June 09, 2020 resolved to distribute NT$177,911 thousand capital reserve in cash, and to allocate NT$0.5 per share.
The appropriation of the 2020 earnings had been proposed by the Company’s board of directors on March 25, 2021. The appropriation and dividends per share were as follows:
| Legal reserve Special Reserve Cash dividend |
Appropriation of Earnings $ 127,330 746,328 357,666 |
Dividends per share (NT$) |
|---|---|---|
| $ 1 |
The Company’s board of directors proposed to issue cash dividends from capital surplus of $357,666 thousand, and to allocate NT$1 per share. The appropriations of earnings for 2020 are subject to the resolution of the shareholders’ meeting that is to be held on June 18, 2021.
(IV) Special reserve
| Special reserve | |||
|---|---|---|---|
| Beginning balance Appropriated special reserve Other deducted equity items Ending balance |
For the year ended 2020 $ 375,960 183,614 $ 559,574 |
For the year ended 2019 |
|
| $ 195,278 180,682 $ 375,960 |
Upon the initial adoption of the IFRSs, the reversal of special reserve appropriated due to exchange differences resulting from translation of financial statements of a foreign operation (including subsidiaries) shall be based on the Group’s disposal of ownership. In the event that the Group loses significant influence, the special reserve will be fully reversed. When distributing the earnings, the difference between the
- 60 -
net deduction of other shareholders’ equity and the special reserve appropriated during the initial adoption of the IFRSs should be added to the special reserve at the end of the reporting period. Thereafter, earnings may be distributed based on the reversal of the deduction balance of other shareholders' equity.
(V)Other equity items
- Exchange differences on translating the financial statements of foreign operations
| Beginning balance Recognized for the year Exchange differences on translating the financial statements of foreign operations Changes in investments in subsidiaries Share of subsidiaries and associates accounted for using the equity method Changes in investments in subsidiaries and associates accounted for using the equity method Disposal of subsidiaries Ending balance |
For the year ended 2020 ( $ 497,082 ) ( 21,747 ) - ( $ 32 ) - 3,908 ($ 514,953) |
For the year ended 2019 |
|---|---|---|
| ( $ 351,769 ) ( 142,959 ) ( 2,349 ) ( $ 838 ) 833 - ($ 497,082) |
-
61 -
-
Unrealized gain (loss) on financial assets at FVTOCI (fair value through other comprehensive income)
| comprehensive income) | ||
|---|---|---|
| Beginning balance Recognized for the year Unrealized gain or loss Equity instruments Share of subsidiaries and associates accounted for using the equity method Disposal of subsidiaries Cumulative unrealized loss of equity instruments transferred to retained earnings due to disposal Ending balance |
For the year ended 2020 ( $ 726,028 ) ( 143,312 ) ( 16,604 ) 4,636 90,360 ($ 790,948) |
For the year ended 2019 |
| ( $ 386,694 ) ( 10,967 ) ( 315,317 ) - ( 13,050) ($ 726,028) |
3. Unearned compensation
On June 9, 2020, the shareholders' meeting resolved to issue employee restricted stocks. Please see Note 26 for more details.
| Beginning balance Issued for the year Recognized share-based payment expenses Ending balance |
For the year ended 2020 $ - ( 98,474 ) 22,649 ($ 75,825) |
For the year ended 2019 |
For the year ended 2019 |
|---|---|---|---|
| $ - - - $ - |
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(VI) Non-controlling interests
| Non-controlling interests | ||
|---|---|---|
| Beginning balance Net income Other comprehensive income Exchange differences on translating the financial statements of foreign operations Unrealized gain or loss from financial assets measured at fair value through other comprehensive income Remeasurement of defined benefit plans Capital decrease refunded by subsidiary Change in investment in subsidiary Disposal of subsidiary Issuance of equity instrument by subsidiary Acquisition of non-controlling interests in subsidiaries (Note27 )Outstanding stock options held by the employees of subsidiaries related to non-controlling interests (Note 26) Ending balance |
For the year ended 2020 $ 270,356 37,419 ( 53 ) ( 587 ) - - - ( 307,367 ) - 364 - $ 132 |
For the year ended 2019 |
| $ 39,586 8,780 ( 130 ) ( 968 ) ( 91 ) ( 13,960 ) ( 60,582 ) - 297,412 - 309 $ 270,356 |
(VII) Treasury Stock
Treasury Stock |
||
|---|---|---|
| Purpose To maintain the company's credit and shareholders' rights and interests Number of shares on January 01, 2020 Increased for the period Decreased for the period Number of shares on December 31, 2020 |
Cancelled after repurchase (in thousands ofshares ) |
|
| ( |
- 3,293 3,293) - |
- 63 -
In order to maintain the company’s credit and shareholders’ rights and interests, on March 23, 2020, the Company’s board of directors decided to buy back and cancel 20,000 thousand treasury shares from the centralized securities exchange market beginning from March 24, 2020 to May 23, 2020. The repurchase price was set between NT$13.8~26 per share. In the case that the stock price should be lower than the lowest repurchase price, the company may continue to execute the repurchasing of shares. The total amount of shares repurchased is expected to be capped at NT$5,593,801 thousand.
As of December 31, 2020, the Company has repurchased a total of 3,293 thousand shares, amounting to NT$68,767 thousand. On August 7, 2020, the board of directors resolved to cancel the 3,293 thousand treasury shares, in addition to the completion of relevant changes in registration with the authority.
According to the provisions of the Securities Exchange Law, treasury stocks cannot be pledged by the corporation, nor have the eligibility to claim dividends and voting rights.
XXII.REVENUE
| EVENUE | |||
|---|---|---|---|
| Revenue from contracts Revenue from product sales |
For the year ended 2020 $ 19,929,372 |
For the year ended 2019 |
|
| $ 18,057,131 |
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(I)Contract balance
| ract balance | ||||
|---|---|---|---|---|
Notes receivable (Note 10) Notes receivable -relatedparties (Note 32 )Account receivable (Note10) Account receivable - related parties (Note 32 )Contract liabilities - current Product sales |
December 31, 2020 $ - 11,250 5,888,372 112,537 $ 6,012,159 $ 218,433 |
December 31, 2019 $ 43,732 - 3,978,648 60,969 $ 4,083,349 $ 243,802 |
January 01, 2019 |
|
| $ 48,507 - 5,707,086 16,817 $ 5,772,410 $ 105,493 |
- (II) Details on revenue from contracts
Please see note 37.
XXIII. PROFIT BEFORE INCOME TAX
Net profit (loss) from continuing operations include the following items:
- (I) Interest income
| Interest income | |||
|---|---|---|---|
| Bank deposit | For the year ended 2020 $ 27,033 |
For the year ended 2019 |
|
| $ 43,839 |
- (II) Other income
| Other income | |||
|---|---|---|---|
| Rental incomes Dividends Government grants Other income |
For the year ended 2020 $ 7,234 6,552 59,630 43,789 $ 117,205 |
For the year ended 2019 |
|
| $ 1,375 8,204 - 44,526 $ 54,105 |
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(III) Other gains and losses
| Other gains and losses | ||
|---|---|---|
| Gain (loss) on financial assets and liabilities measured at FVTPL Gain (loss) on disposal of investments Gain (loss) on disposal of subsidiaries Foreign currency exchange gain (loss) Loss on disposal of property, plant and equipment Others |
For the year ended 2020 ( $ 7,786 ) - 1,033,557 ( 50,932 ) ( 2,480 ) ( 11,869) $ 960,490 |
For the year ended 2019 |
| $ 270,036 9,677 - ( 43,313 ) ( 13,603 ) ( 3,291) $ 219,506 |
- (IV) Finance costs
| Finance costs | |||
|---|---|---|---|
| Interest from bank loans Interest from lease liabilities |
For the year ended 2020 $ 30,708 135 $ 30,843 |
For the year ended 2019 |
|
| $ 54,741 223 $ 54,964 |
- (V) Impairment loss
(reverse)
Impairment loss(reverse) |
|||
|---|---|---|---|
| Reversal of accounts receivable recognised in profit or loss Inventory (includes operatingcost ) |
For the year ended 2020 ($ 47) $ 30,661 |
For the year ended 2019 |
|
| ( |
( ( |
$ 1,035) $ 16,541) |
- (VI) Depreciation and amortization
| Depreciation and amortization | |||
|---|---|---|---|
| Property, plant and equipment Right-of-use assets Deferred expenses Depreciation Expenses by Function Operating costs |
For the year ended 2020 $ 320,371 9,038 89,720 $ 419,129 $ 224,384 |
For the year ended 2019 |
|
| $ 283,057 8,343 64,587 $ 355,987 $ 194,556 |
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| Operating expenses Amortization expenses by function Operating costs Operating expenses |
105,025 $ 329,409 $ 27,840 61,880 $ 89,720 |
96,844 $ 291,400 $ 6,816 57,771 $ 64,587 |
|---|---|---|
(VII) Employee Benefits Expenses
Employee Benefits Expenses |
|||
|---|---|---|---|
| Post-employment benefits Defined contribution plans Defined benefit plans (Note 20 )Share-based payments Equity-settled Other employee benefit Total employee benefits expenses Employee benefits expense by function Operating cost Operating expense |
For the year ended 2020 $ 56,857 491 57,348 22,649 2,112,899 $ 2,192,896 $ 979,369 1,213,527 $ 2,192,896 |
For the year ended 2019 |
|
| $ 86,847 346 87,193 1,560 1,990,548 $ 2,079,301 $ 994,418 1,084,883 $ 2,079,301 |
-
(VIII) Employee compensation and Remuneration of Board of Directors In compliance with the Articles of incorporation, the Company shall, after deducting the employee bonuses and renumeration benefits of directors from the current year's pre-tax benefits, allocate at least 13.5% for employee profit sharing bonuses and no more than 1.8% for the renumeration benefits of directors. The board of directors have resolved the accrual of employee compensation and remuneration of board of directors for the years ended December 31, 2020 and 2019 on March 25, 2021 and March 10, 2020, respectively, as follows:
-
67 -
Accrual Rate
| Accrual Rate | ||
|---|---|---|
| Employee compensation Remuneration of Directors |
For the year ended 2020 13.5% 1.8% |
For the year ended 2019 |
| 13.5% 1.8% |
Amount
| Amount | ||
|---|---|---|
| Employee compensation Remuneration of Directors |
For the year ended 2020 Cash $ 232,646 31,019 |
For the year ended 2019 |
| Cash | ||
| $ 32,207 4,294 |
If there is a change in the proposed amounts after the annual consolidated financial statements were authorized for issue, the differences are recorded as a change in accounting estimate and will be reflected in the following year.
There was no difference between the amounts of the bonus to employees and the remuneration of directors and supervisors approved in the shareholders’ meetings and the amounts recognized in the consolidated financial statements for the years ended December 31, 2019 and 2018.
Information on the employees’ compensation and remuneration of directors and supervisors resolved by the Company’s board of directors in 2021 and 2020 are available on the Market Observation Post System website of the Taiwan Stock Exchange.
XXIV. INCOME TAXES RELATING TO CONTINUING OPERATIONS
- (I) Major components of tax expense recognized in profit or loss:
| Current income tax In respect of the current year |
For the year ended 2020 $ 128,147 |
For the year ended 2019 |
|---|---|---|
| $ 65,704 |
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| Income tax on unappropriated earnings Adjustments for prior years Deferred tax In respect of the current year Adjustments for prior years Income tax expense recognized in profit or loss |
- 621 128,768 19,208 17,622 $ 165,598 |
347 2,314 68,365 4,217 - $ 72,582 |
|---|---|---|
A reconciliation of accounting profit and income tax expense is as follows:
| Income before income tax from continuing operations Income tax expense calculated at the statutory rate Nondeductible expenses in determining taxable income Tax-exempt income Additional income tax under the basic income Income tax on unappropriated earnings Unrecognized temporary differences Investment tax credits used Adjustments for prior years’ tax Income tax expense recognized in profit or loss |
For the year ended 2020 $ 1,573,172 $ 397,572 1,895 ( 273,897 ) 24,322 - ( 2,537 ) - 18,243 $ 165,598 |
For the year ended 2019 |
|---|---|---|
| $ 282,555 $ 129,600 12,399 ( 93,583 ) 18,290 347 4,336 ( 1,121 ) 2,314 $ 72,582 |
- (II) Current tax asset and liability
| Current tax asset and liability | |||
|---|---|---|---|
| Current tax asset Tax refund receivable Current tax liability Income tax payable |
For the year ended 2020 $ 1,236 $ 80,331 |
For the year ended 2019 |
|
| $ 5,165 $ 58,055 |
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(III) Deferred tax assets and liabilities
The movements of deferred tax assets and deferred tax liabilities were as
follows:
For the year ended December 31, 2020
| Deferred tax assets Temporary differences Write-down of inventories Allowance for loss exceeded Loss carryforwards Unrealized exchange gains and losses Others Deferred tax liabilities Temporary differences Profit and loss from investments in overseas investees accounted for using the equity method Unrealized exchange gains and losses Others |
Opening Balance $ 40,354 15,527 47,306 2,234 3,918 $ 109,339 $ 205,313 1,717 14,667 $ 221,697 |
Disposal of Subsidiary ( $ 28,631 ) ( 2,856 ) - ( 859 ) - ($ 32,346) $ - ( 28 ) ( 4) ($ 32) |
Recognized in Profit or Loss ( $ 9,141 ) ( 7,129 ) ( 17,622 ) ( 1,375 ) ( 830) ($ 36,097) $ - ( 64 ) 797 $ 733 |
Exchange Differences ( $ 95 ) - - - 40 ($ 55) $ - - 223 $ 223 |
Closing Balance |
||
|---|---|---|---|---|---|---|---|
| $ 2,487 5,542 29,684 - 3,128 $ 40,841 $ 205,313 1,625 15,683 $ 222,621 |
For the year ended December 31, 2019
| Deferred taxassets Temporary differences Write-down of inventories Allowance for loss exceeded Loss carryforwards Unrealized exchange gains and losses Investment tax credits Others Deferred tax liabilities Temporary differences Profit and loss from investments |
Opening Balance $ 41,318 11,137 53,199 - - 1,196 $ 106,850 $ 205,313 |
Acquisition from business combination $ 5,263 680 - - - - $ 5,943 $ - |
Recognized in Profit or Loss ( $ 4,609 ) 3,710 ( 5,893 ) 2,234 - 2,343 ($ 2,215) $ - |
Exchange Differences ( $ 1,618 ) - - - - 379 ($ 1,239) $ - |
Closing Balance |
||
|---|---|---|---|---|---|---|---|
| $ 40,354 15,527 47,306 2,234 - 3,918 $ 109,339 $ 205,313 |
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| in overseas investees accounted for using the equity method Unrealized exchange gains and losses Others |
3,643 9,134 $ 218,090 |
1,304 ( 3,230 ) - 5,232 $ 1,304 $ 2,002 |
- 301 $ 301 |
1,717 14,667 |
|---|---|---|---|---|
$ 221,697 |
- (IV) Deductible temporary differences, unused loss carryforwards, and unused investment tax credits for which no deferred tax assets have been recognized in the balance sheets.
| sheets. | |||
|---|---|---|---|
| Loss carryforwards 2023 2027 Deductible temporary differences Impairment loss on financial assets measured by cost |
For the year ended 2020 $ 35,889 14,084 93,665 $ 143,638 |
For the year ended 2019 |
|
| $ 36,316 14,084 93,665 $ 144,065 |
- (V) Details on unused loss carryforwards, unused investment tax credits, and tax exemptions.
| exemptions. | |||
|---|---|---|---|
| Loss carryforwards 2027 2029 |
For the year ended 2020 $ 140,306 8,109 $ 148,415 |
For the year ended 2019 |
|
| $ 177,283 59,244 $ 236,527 |
- (VI) The information of temporary differences associated with investments for which deferred tax liabilities have not been recognized.
As of December 31, 2020 and 2019, the taxable temporary differences associated with subsidiaries for which no deferred tax liabilities have been recognized were NT$109,181 thousand and NT$96,498 thousand, respectively.
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(VII) Income tax assesments
The tax return filing of 5V TECHNOLOGIES, TAIWAN LTD. as of 2019 and previous years have been assessed by the tax authorities. The tax return filing of Gemtek Technology Co., Ltd. and Gemtek Investment Co. Ltd. as of 2018 and previous years have been assessed by the tax authorities.
XXV. EARNINGS PER SHARE
Unit: NT$ Per Share
| Basic earnings per share from continuing operations Diluted earnings per share from continuing operations |
For the year ended 2020 $ 3.86 $ 3.36 |
For the year ended 2019 |
For the year ended 2019 |
|---|---|---|---|
| $ 0.57 $ 0.53 |
The earnings and weighted average number of ordinary shares outstanding in the computation of earnings per share were as follows:
Current net income
| Current net income | |||
|---|---|---|---|
| Net income attributable to owners of the company Effect of potentially dilutive ordinary shares: Interest after tax for convertible bonds Net income in computation of diluted earnings per share |
For the year ended 2020 $ 1,370,155 13,660 $ 1,383,815 |
For the year ended 2019 |
|
| $ 201,193 10,769 $ 211,962 |
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Ordinary shares
Unit: Thousand Shares
| Weighted average number of ordinary shares in computation of basic earnings per share Effect of potentially dilutive ordinary shares: Convertible bonds Employee restricted stock Employee compensation Weighted average number of ordinary shares used in the computation of diluted earnings per share |
For the year ended 2020 354,868 45,627 4,000 7,909 412,404 |
For the year ended 2019 |
For the year ended 2019 |
|---|---|---|---|
| 355,629 45,864 - 1,248 402,741 |
If the Group offered to settle compensation or bonuses paid to employees in cash or shares, the Group assumed the entire amount of the compensation or bonuses would be settled in shares and the resulting potential shares were included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, if the effect is dilutive. Such dilutive effect of the potential shares was included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.
XXVI.SHARE-BASED PAYMENT ARRANGEMENTS
- (I) New Employee Restricted Stock
On June 09, 2020, the annual shareholders’ meeting of the Company approved the issuance of New Employee Restricted Stocks with a total amount of NT$40,000 thousand, that is 4,000 thousand shares to be issued at issue price of NT$10 per share. Followed by the approval letter Jinguanzheng Fazi No. 1090349323 issued by the Financial Supervisory Commission, Executive Yuan on July 14, 2020, the board of directors therefore determined August 7, 2020 as the capital increase base date.
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If an employee still serves the Company after the subscription of New Employee Retricted Stock, provided that the employee has not violated the Company’s labor contract, work rules, or company regulations, and under the circumstance that the overall business operations and employee performances have reached the reasonable targets set out by the Company for the preceding year, the following ratio of shares for each vesting anniversary are:
- 1[st] anniversary
:30% of subscription;
2.2[nd] anniversary : 30% of subscription ;
- 3.3[rd] anniversary
:40% of subscription。
Vesting restrictions if conditions have not been fulfilled:
-
Measures to be taken when employees fail to meet the vesting conditions:
-
(1) Before vesting conditions are met, employee restricted stocks received by the employee are not to be sold, mortgaged, transferred, gifted, pledged, or otherwise sanctioned except in the event of inheritance.
-
(2) The attendance, proposal, speech, and voting rights of the shareholders meeting shall be implemented in accordance with the trust custody agreement. Any cash dividends, stock dividends, and capital reserve cash (stocks) allocated to the New Employee Restricted Stocks shall be placed under the custody of the trust. For those New Employee Restricted Stocks whom their owners have not yet fulfilled the vesting conditions, the cash dividends, stock dividends, and capital reserves (stocks) generated shall be forfeited and being reclaimed or cancelled by the Company in accordance with relevant laws and regulations.
2.Based upon the above trust custody agreement, employees who have received New Employee Restricted Stocks are eligible to retain certain rights, including but not
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limited to: the right to receive dividends, bonuses, and capital reserves, the right to subscribe shares for cash increase, and voting rights, which are equivalent to the rights of common shares issued by the Company.
- New Employee Restricted Stocks that are issued in accordance with this arrangement shall be handled via trust and custody before vesting conditions are fulfilled.
(II) Employee Stock Option Plans for Subsidiary’s
In June 2019, AMPAK Technology Inc. granted 4,000 thousand stock option units to its employees. Each unit received is eligible to subscribe 1 common stock. The recipients of such stock options include the employees of AMPAK Technology Inc. and qualified employees of the Company. The subscription period for the stock option is 6 months. The holder of the stock option certificate can exercise all rights pertaining to the stock option beginning from the day after receipt until the expiration of the certificate. The exercise price of the stock options will not affected by changes in the Company's common shares.
Employee stock options:
For the year 2019 January 01 to December 31
| Employee stock options Outstanding, beginning Granted during the period Exercised during the period Outstanding, ending Weighted average fair value of options granted(NT$) |
Unit(thousands)- 4,000 ( 4,000) - $ 0.39 |
Weighted average exercise price (NT$) |
|---|---|---|
| ( |
$ - 12.77 |
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AMPAK Technology Inc. administered the Employee Stock Option plan for 2019 June based upon the Black Scholes Option Prici ng Model. The input variables are as follows:
| Spot price Strike price Expected volatility Time to maturity Expected dividend yield Risk-free rate |
2019 June |
|---|---|
| NT$13.16 NT$12.77 26.01% 0.0041Years -% 0.8% |
In 2019, the remuneration cost recognized was NT$1,560 thousand, which was added to the capital reserve. The Company recognized all equity changes in subsidiaries and increased the capital reserve by NT$1,251 thousand based on the shareholding ratio.
XXVII.STATUS OF NEW SHARES ISSUANCE IN CONNECTION WITH MERGERS AND ACQUISITIONS
- (I) Business combination
| 5V TECHNOLOGIES, TAIWAN LTD. SPARKLAN COMMUNICATIO NS INC. |
Main Operating Activities IC design, development of telecommunication products IC Sale of electronic equipment and devices |
Date of Business Combination January 30, 2020 August 23, 2019 |
Proportion of Voting Equity Interests Acquired (%)97.92 100.00 |
Consideration Transferred |
|
|---|---|---|---|---|---|
| $ 90,000 $ 358,570 |
The Group acquired 5V TECHNOLOGIES, TAIWAN LTD. and
SPARKLAN COMMUNICATIONS INC. in 2020 and 2019, respectively for the purpose of expanding business.
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(II) Consideration Transferred
| Consideration Transferred | |||
|---|---|---|---|
| Cash Issuance of equity instrument(Note) Total |
5V TECHNOLOGIE S, TAIWAN LTD. $ 90,000 - $ 90,000 |
SPARKLAN COMMUNICAT IONS INC. |
|
| $ 112,238 246,332 $ 358,570 |
Note:
AMPAK Technology Inc. issued another 10,203 thousand ordinary shares with a denomination of NT$10 as part of the consideration of the
SPARKLAN COMMUNICATIONS INC. The fair value of these ordinary shares determined on the date of acquisition was NT$246,332 thousand.
(III) Balance sheets of subsidiaries on the date of business combination For the year ended 2020
| For the year ended 2020 | |
|---|---|
| Current Assets Cash and cash equivalents Account receivables Other receivables Inventory Others Non-current assets Properties, plants and equipment Non-tangible assets Others Current liabilities Contract liabilities-current Accounts payable Other payables Others |
5V TECHNOLOGIE S, TAIWAN LTD. |
| $ 97,696 28,181 195 192 7,228 2,557 8,975 813 ( 5,139 ) ( 105,031 ) ( 12,025 ) ( 6,123) $ 17,519 |
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For the year ended 2019
| ar ended 2019 | |
|---|---|
| Current Assets Cash and cash equivalents Financial asset at fair value through profit or loss-current Financial assets at amortised cost -current Accounts receivable Other receivables Inventory Others Non-current assets Properties, plants and equipment Right-of-use properties Non-tangible assets Deferred tax assets Others Current liabilities Contract liabilities-current Accounts payable Lease liabilities - current Other payables Current tax liabilities Others Non-current liabilities Lease liabilities – non-current Deferred tax liabilities |
SPARKLAN COMMUNICAT IONS INC. |
| $ 203,759 16,261 54,987 31,181 $ 2,479 42,545 6,947 858 10,335 30,459 5,943 2,548 ( 12,386 ) ( 17,767 ) ( 4,407 ) ( 25,655 ) ( 10,824 ) ( 1,126 ) ( 5,980 ) ( 1,304) $ 328,853 |
The fair value of the accounts receivable obtained from these companies in the merger and acquisition transaction is near the book value of the balance sheet. As a result, there are no presumed uncollectible amount from the date of business combination.
-
78 -
-
(IV) Goodwill from business combination For the year ended 2020
| For the year ended 2020 | ||
|---|---|---|
| Consideration Transferred Add: Non-controlling interest Less: Fair value of identifiable net assets acquired Goodwill from business combination |
5V TECHNOLOGIE S, TAIWAN LTD. |
|
( |
$ 90,000 364 17,519) $ 72,845 |
For the year ended 2019
| For the year ended 2019 | ||
|---|---|---|
| Consideration Transferred Less: Fair value of identifiable net assets acquired Goodwill from business combination |
SPARKLAN COMMUNICAT IONS INC. |
|
( |
$ 358,570 328,853) $ 29,717 |
Goodwill is the control premium obtained during business combination. In addition, the consideration paid for the combination effectively included amounts in relation to the benefit of expected synergies, revenue growth, future market development and the assembled workforce. These benefits are not recognized separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets.
-
79 -
-
(V) Net cash outflow on acquisition of subsidiaries
For the year ended 2020
5V TECHNOLOGIE S, TAIWAN LTD. Cash and cash equivalent balances acquired $ 97,696 Less: Consideration paid in cash ( 90,000 ) $ 7,696
For the year ended 2019
| For the year ended 2019 | ||
|---|---|---|
| Consideration paid in cash Less:Cash and cash equivalent balances acquired |
S P A R K L A N COMMUNICAT I O N S I N C . |
|
( ( |
$ 112,238 203,759) $ 91,521) |
- (VI) Impact of acquisitions on the results of the Company
For the year ended 2020
The operation results of 5V TECHNOLOGIES, TAIWAN LTD. since the acquisition date included in the consolidated statements of comprehensive income were as follows:
| were as follows: | ||
|---|---|---|
| Operating income Net loss |
5V TECHNOLOGIE S, TAIWAN LTD. |
|
( |
$ 201,272 $ 9,124) |
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Had the business combination of 5V TECHNOLOGIES, TAIWAN LTD. been in effect on the date of acquisition, the Company’s net revenue and net income for the year ended 2020 would have been NT$19,950,496 thousand and NT$1,404,504 thousand, respectively. This pro-forma information is for illustrative purposes only and is not necessarily an indication of revenue and results of operations of the Company that actually would have been achieved had the acquisition been completed on the date of acquisition, nor is it intended to be a projection of future results. The aforementioned pro-forma net revenue and net income were calculated based on the fair value of assets acquired and liabilities assumed at the date of acquisition.
For the year ended 2019
The operation results of SPARKLAN COMMUNICATIONS INC. since the acquisition date included in the consolidated statements of comprehensive income were as follows:
| were as follows: | ||
|---|---|---|
| Operating income Net profit/loss |
SPARKLAN COMMUNICAT IONS INC. |
|
( |
$ 78,894 $ 66) |
Had the business combination of SPARKLAN COMMUNICATIONS INC. been in effect on the date of acquisition, the Company’s net revenue and net income for the year ended 2019 would have been NT$18,247,376 thousand and NT$211,400 thousand, respectively. This pro-forma information is for illustrative purposes only and is not necessarily an indication of revenue and results of operations of the Company that actually would have been achieved had the acquisition been completed on the date of acquisition, nor is it intended to be a projection of future results. The aforementioned pro-forma net revenue and net income were calculated based on the fair value of assets acquired and liabilities assumed at the date of acquisition.
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XXVIII.DISPOSAL OF SUBSIDIARY
On JUNE 09, 2020, the Board of Directors of the Group approved the disposal of AMPAK Technology Inc.‘s stock release. Accordingly, in August 2020, 41.51% shareholding was fully transferred, and the Group lost controlling interest over AMPAK Technology Inc. As a result, the financial reports of AMPAK Technology Inc. and its subsidiaries were excluded from the consolidated financial reports of the Group in addition to being recognized by investment in subsidiaries and associates accounted for using equity method thereafter. The original accounting treatment of the disposal of AMPAK Technology Inc.is only tentative on the balance sheet date. At the date of the approval of this consolidated financial report, the required market evaluation and other calculations have not yet been completed. Therefore, the tentative possible value is only determined based on the best estimate of the management of the Group.
- (I) Consideration received from the disposal
AMPAK Technology Inc. and its subsidiaries Total consideration received $ 1,296,102
(II) Analysis of assets and liabilities over which the control was lost
| Analysis of assets and liabilities over which the control was lost | |
|---|---|
| Current assets Cash and cash equivalents Financial assets measured at amortised cost-current Accounts receivable Inventory Others Non-current assets Financial assets measured at other comprehensive profit and loss measured at fair value Financial assets measured at amortised cost- |
AMPAK Technology Inc. and its subsidiaries |
| $ 818,738 52,001 548,633 246,581 43,242 60,846 4,343 |
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| non-current | ||
|---|---|---|
| Property, plant, and equipment | 15,228 | |
| Right-of-use assets | 12,079 | |
| Non-tangible assets | 446,267 | |
| Others | 41,578 | |
| Current liabilities | ||
| Short-term borrowings | ( | $ 117,920 ) |
| Accounts payable | ( | 348,684 ) |
| Others | ( | 190,997 ) |
| Lease liabilities - current | ( | 8,158 ) |
| Non-current liabilities | ||
| Lease liabilities - current | ( | 4,001 ) |
| Others | ( | 8,542) |
| Net asset disposed | $ 1,611,234 |
(III) Gain/loss on disposal of subsidiary
| Net consideration received Net assets disposed Non-controlling interests Accumulated exchange differences of net asset gains or losses from equity reclassification due to loss of interest control over subsidiary Fair value of residual interest Gain on disposal Net cash inflow arising from disposal of subsidiary Consideration received in cash or cash equivalent Less:Cash and cash equivalent balances disposed |
AMPAK Technology Inc. and its subsidiaries |
AMPAK Technology Inc. and its subsidiaries |
|---|---|---|
| $ 1,296,102 ( 1,611,234 ) 307,367 ( 3,908 ) 1,045,230 $ 1,033,557 AMPAK Technology Inc. and its subsidiaries |
||
( |
$ 1,296,102 818,738) $ 477,364 |
(IV) Net cash inflow arising from disposal of subsidiary
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XXIX.NON-CASH TRANSACTIONS
For the years ended December 31, 2020 and 2019, the Group entered into the following non-cash investment activities:
-
(I) On June 9, 2020, the annual shareholders meeting of the Group resolved the proposed issuance of 4,000 thousand shares of New Employee Restricted Stock, totaling NT$40,000 thousand, which was then approved by the board of directors on August 7, 2020. The cost of the 2020 New Employee Restricted Stock was NT$22,649 thousand.
-
(II) The Group did not recognize long-term equity investment NT$(12,102) thousand in accordance with the shareholding ratio in 2019.
XXX.CAPITAL RISK MANAGEMENT
In consideration of the industry dynamics and future developments, as well as external environment factors, the Group maintains an optimal capital structure to enhance long-term shareholder value by managing its capital in a manner to ensure that it has sufficient and necessary financial resources to fund its working capital needs, research and development activities, dividend payments, and other business requirements for continuing operations and to reward shareholders and take into consideration the interests of other stakeholders.
Key management personnel of the Group review the capital structure periodically. As part of this review, the key management personnel consider the cost of capital and the risks associated with each class of capital. Based on recommendations of the key management personnel, in order to balance the overall capital structure, the Group may adjust the amount of dividends paid to shareholders and the amount of new debt issued or existing debt redeemed.
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XXXI. FINANCIAL INSTRUMENTS
-
(I) Fair value of financial instruments that are measured at fair value on a recurring basis
-
Fair value hierarchy
December 31, 2020
| December 31, 2020 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Financial assets at FVTPL Securities listed in ROC Convertible options Financial products Convertible bond Total Financial assets at FVTOCI Equity instrument investment -Domestic andoverseas listed stock -Domestic andoverseas unlisted stock Total Financial liabilities at FVTPL Forward Exchange Contract |
Level 1 $ 120,131 - - - $ 120,131 $ 739,406 - $ 739,406 $ - |
Level 2 $ - 840 23,745 - $ 24,585 $ - - $ - $ 7,278 |
Level 3 $ - - - 15,592 $ 15,592 $ - 185,882 $ 185,882 $ - |
Total | ||||
| $ 120,131 840 23,745 15,592 $ 160,308 $ 739,406 185,882 $ 925,288 $ 7,278 |
||||||||
December 31, 2019
| Financial assets at FVTPL Domestic listed stock Trust beneficiary |
Level 1 $ 110,990 15,007 |
Level 2 $ - - |
Level 3 $ - - |
Total |
|---|---|---|---|---|
| $ 110,990 15,007 |
||||
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certificate Financial - - products 10,486 10,486 Total $ 125,997 $ 10,486 $ - $ 136,483 Financial assets at FVTOCI Equity instrument investment - Domestic and overseas listed stock $ 810,737 $ - $ - $ 810,737 - Domestic and overseas unlisted stock - - 377,252 377,252 Total $ - $ 810,737 $ $ 377,252 1,187,989 Financial liabilities at FVTPL Forward Exchange Contract $ - $ 3,423 $ - $ 3,423 Convertible - - options 2,640 2,640 Total $ - $ 6,063 $ - $ 6,063
There were no transfers between Levels 1 and 2 in 2020 and 2019.
- Valuation techniques and inputs applied for the purpose of measuring Level 2 fair value measurement
| fair value measurement | |
|---|---|
| Financial Instruments Derivatives - foreign currency forward contracts and financial products Derivatives- convertible options |
Valuation Techniques and Inputs |
| Discounted cash flow: Future cash flows are estimated based on observable forward exchange rates at the end of the reporting period and contract forward rates, discounted at a rate that reflects the credit risk of various counterparties. Binomial Tree Model for Convertible Bonds Pricing: Evaluated based on the volatility of the conversion price, the risk-free interest rate, the risk of discount rate, and the years until maturity. |
-
86 -
-
Valuation techniques and inputs applied for Level 3 fair value measurement
For stocks of unlisted companies without an active market, their fair value is assessed by using the market method and the income method.
The market approach refers to the market price and related information of listed companies that share a similar background as the unlisted stock in order to estimate its fair value; the income approach uses the discounting cash flow method to calculate the present value of the expected return from holding the investment target.
Hybrid financial assets - Convertible corporate bonds have no market price for reference. The Company’s evaluation of fair value is based on the Binomial Tree Model for Convertible Bond Pricing, which factors in the volatility of the conversion price, the risk-free interest rate, the risk of discount rate, and the periods until maturity.
(II) Categories of financial instrument
Financial assets Fair value through profit or loss Fair value after amortized cost (Note 1)Fair value through other comprehensive income Financial liabilities Fair value through profit or loss Fair value after amortized cost (Note 2) |
December 31, 2020 $ 160,308 8,184,615 925,288 7,278 7,959,756 |
December 31, 2019 |
|---|---|---|
| $ 136,483 7,076,698 1,187,989 6,063 5,421,412 |
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Note 1: Financial assets measured at fair value after amortized cost include cash and cash equivalents, notes and accounts receivable, accounts receivables-related parties, other receivables, and refundable deposits etc.
Note 2: Financial liabilities measured at fair value after amortized cost include short-term loans, notes and accounts payables, accounts payables -related parties, other payables, refundable deposits, and bonds payable etc.
(III) Financial risk management objective and policies
The Group’s major financial instruments include equity instrument investment, accounts receivable, accounts payable, bonds payable, loans and lease liabilities. The Group’s Financial Department provides services to the business, coordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyze exposures by degree and magnitude of risks. These risks include market risk (including currency risk and interest rate risk), credit risk and liquidity risk.
The Group’s Finance Department seeks to mitigate the effect of these risks by using derivative financial instruments to hedge risk exposures under the policies approved by the board of directors. The Group does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes. The Group’s management monitors and reviews the financial activities in accordance with procedures required by relevant regulations and internal controls.
If the Finance Department should engage in derivative transactions, the results are reported to the Board of Directors on a regular basis.
1. Market Risk
The Group’s operating activities exposed it primarily to the financial risks arising from changes in foreign currency exchange rates (see (1) below) and interest rates (see (2) below):
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There had been no change to the Group’s exposure to market risks or the manner in which these risks were managed and measured.
(1) Foreign Currency Risk
The Group engages in foreign currency-denominated sales and purchase transactions, therefore exposing the Group to foreign currency fluctuation risks.
The carrying amounts of the significant monetary assets and liabilities not denominated in functional currency (including those eliminated on consolidation) at the end of the reporting period are set out in Note 36.
Sensitivity analysis
The Group was mainly exposed to the USD.
The following table details the Group’s sensitivity to a 1% increase and decrease in the New Taiwan dollars (the functional currency) against the relevant foreign currencies. If the loss of the financial asset measured at fair value through profit and loss reaches the 3% cap as laid out in the contract, the situation must be reported to the management, and a reassessment of the exchange rate fluctuation should be made. The sensitivity analysis included only outstanding foreign currency denominated monetary items plus forward exchange contracts designated as a cash flow hedge, and their translations are adjusted at the end of the reporting period for a 1% change in foreign currency rates. A positive number below indicates an increase in pre-tax profit associated with New Taiwan dollars strengthen 1% against the relevant currency; a negative number below indicates a decrease in pre-tax profit associated with New Taiwan dollars weakens 1% against the relevant currency.
- 89 -
| Profit or Loss | Impact of | USD |
|---|---|---|
| For the year 2020 $ 66,925 |
For the year 2019 | |
| $ 21,170 |
The impact of foreign currencies on profit and loss listed in the above table mainly derived from the USD-denominated non-derivative financial assets and liabilities of the Group that are still in circulation on the balance sheet date and have not undergone cash flow hedging.
There was no significant changes in the sensitivity analysis of the current year’s foreign exchange rates when compared to the previous year.
(2) Interest rate risk
The Group is exposed to interest rate risk arising from borrowing at both fixed and floating interest rates.
The carrying amounts of the Group’s financial assets and financial liabilities with exposure to interest rates at the end of the reporting period were as follows:
| s: | ||
|---|---|---|
Fair value interest rate risk -Financial assets-Financial liabilitiesCash flow interest rate risk -Financial assets-Financial liabilities |
December 31, 2020 $ 82,364 2,261,397 1,884,043 - |
December 31, 2019 |
| $ 1,528,120 1,523,882 1,280,899 93,000 |
Sensitivity analysis
The sensitivity analysis below was determined based on the Group’s exposure to interest rates for non-derivative instruments at the end of the reporting period. For floating rate liabilities, the analysis was prepared assuming the
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amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. A 100 basis point increase or decrease was used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.
If interest rates had been 100 basis points higher/lower and all other variables were held constant, the Group’s pre-tax profit for the years ended December 31, 2020 and 2019 would increase by NT$18,840 thousand and NT$11,879 thousand, respectively. The main reason for the above derived from the net position of bank deposits and borrowings that are exposed to fluctuating interest rate risks and redeemable bonds attributable to the Group that are measured at fair value.
There was no significant changes in the sensitivity analysis of the current year’s interest rates when compared to the previous year.
- (3) Other market price risk
Equity price risk exposure arises from the Group’s investments in domestic and foreign listed stocks, unlisted stocks, and convertible bonds. The Group assigns relevant personnel to monitor price flucutations and evaluate the timing to increase hedge positions.
Sensitivity analysis
The sensitivity analysis below was determined based on the Group’s exposure to equity price risks at the end of the reporting period.
If equity prices of financial assets at FVTPL had been 1% higher/lower, profit or loss for the years ended December 31, 2020 and 2019 would increase/decrease by $1,201 thousand and $1,260 thousand, respectively. If equity prices of financial assets at FVTOCI had been higher/lower, other comprehensive income (loss) for the years ended December 31, 2020 and 2019
- 91 -
would increase/decrease by $9,253 thousand and $11,880 thousand, respectively.
There was no significant changes in the sensitivity analysis of the current year’s equity prices when compared to the previous year.
2. Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. As of the end of the reporting period, the Group’s maximum exposure to credit risk which will cause a financial loss to the Group due to failure of counterparties to discharge an obligation and financial guarantees provided by the Group could arise from the carrying amount of the respective recognized financial assets as stated in the balance sheets.
The Group adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults.
Except for Company A, the largest customer of the Group, the Group does not have other sources of credit risk exposure from one or many counterparties that are grouped by similar characteristics. Associates of the Group are considered counterparties with similar characteristics.
The Group’s concentration of credit risk of 60.38% and 38.63% of total accounts receivables as of December 31, 2020 and 2019, respectively, were related to the Group’s largest customers A, B, and C.
3. Liquidity risk
The Group manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Group’s operations and mitigate the effects of fluctuations in cash flows. In addition, management
- 92 -
monitors the utilization of bank borrowings and ensures compliance with loan covenants.
The Group relies on bank borrowings as a substantial source of liquidity. The detailed information of the Group’s unused financing facilities as of December 31, 2020 and 2019 is further stated in (3) financing facilities below.
(1)Liquidity and interest risk tables for non-derivative financial liabilities The following table details the Group’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables had been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Group can be required to pay. The tables included both interest and principal cash flows. Specifically, bank loans with a repayment on demand clause were included in the earliest time band regardless of the probability of the banks choosing to exercise their rights. The maturity dates for other non-derivative financial liabilities were based on the agreed upon repayment dates.
For interest cash flows paid at floating interest rates, the undiscounted amount of interest can be inferred by the yield curve on the balance sheet date.
December 31, 2020
| Non-derivative financial liabilities Non-interest bearing Lease liabilities Fixed interest rate liabilities |
On Demand or Less than 1 Month $ 3,950,761 254 881,296 $4,832,311 |
1-3 Months $ 1,936,013 763 2,293,484 $ 4,230,260 |
|
|---|---|---|---|
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Further information on the lease liability maturity analysis is as follows:
Lease liabilities |
Less than 1 year $ 3,056 |
1~5Years | |
|---|---|---|---|
| $ 4,555 |
December 31, 2019
| Non-derivative financial liabilities Non-interest bearing Lease liabilities Floating interest rate liabilities Fixed interest rate liabilities |
On Demand or Less than 1 Month $ 3,111,150 700 93,089 365,616 $ 3,570,555 |
1-3 Months $ 414,464 2,100 - - $ 416,564 |
3 Months -1 Year $ 278,887 3,873 - - $ 282,760 |
1-5 Years | ||
|---|---|---|---|---|---|---|
| $ - 5,188 - 1,162,082 $ 1,167,270 |
Further information on the lease liability maturity analysis is as follows:
Less than 1 year 1~5Years Lease liabilities $ 6,673 $ 5,188
The aforementioned non-derivative financial liabilities were caluculatedby floating interest rates, therefore the results may differ from the interest rate accounted for the balance sheet date.
- 94 -
(2) Liquidity and interest risk tables for derivative financial liabilities
For the liquidity analysis of derivative financial instruments, for derivative instruments that are settled on a net basis, they are compiled on the basis of undiscounted contract net cash inflows and outflows; for derivatives that are settled on a gross basis, they are compiled on the basis of undiscounted net cash inflows and outflows. It is prepared based on the current total cash inflows and outflows. When the amount payable or receivable is not fixed, the amount disclosed is determined based on the interest rate estimated by the yield curve on the balance sheet date.
December 31, 2020
On Demand or Less than 1 1-3 3 Months Above 5 Month Months -1 Year 1-5 Years Years Netting settlement Forward exchange ( $ 7,278 ) $ - $ - $ - $ - December 31, 2019 On Demand or Less than 1 1-3 3 Months Above 5 Month Months -1 Year 1-5 Years Years Netting settlement Forward exchange ( $ 3,423 ) $ - $ - $ - $ -
(3) Financing facilities Credit Lines
December 31, 2020 December 31, 2019
Unsecured bank Loan facility - Amount used $ 1,082,240 $ 454,800 - Amount unused 2,661,360 3,903,580 $ 3,743,600 $ 4,358,380
- 95 -
Secured Bank Loan
Facilities
- Amount used $ - $ - - Amount unused - 30,000 - $ $ 30,000
XXXII. TRANSACTIONS WITH RELATED PARTIES
Balances and transactions between the Company and its subsidiaries have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed below.
- (I) Name of the related parties and relationship
Name of related party Relationship with the Group AMPAK Technology Inc. Associates ( AMPAK Technology Inc. was a former subsidiary of Gemtek Technologies Co., Ltd. and became an associate on August 10, 2020. ) SparkLAN Communications, Inc. Associates ( SparkLAN Communications, Inc. was a former subsidiary of Gemtek Technologies Co., Ltd. and became an associate on August 10, 2020. ) BROWAN COMMUNICATIONS Associates INCORPORATION ANTEK NETWORKS INC. Associates BandRich Inc. Associates
(II) Sales Revenue
| Sales Revenue | |||
|---|---|---|---|
| Type/Name of related party Associate Others |
For the year ended 2020 $ 352,971 |
For the year ended 2019 |
|
| $ 185,680 |
Sales prices and payment terms for related parties were not significantly different from those for sales to non-related parties.
-
96 -
-
(III) Purchase and Processing Fee
Type/Name of related party For the year ended For the year ended 2020 2019 Associate Others $ - $ 7,714
The sales prices and trade term with related parties are not comparable to those with thirdparty customers for certain transactions due to different product specifications; other than that, the determination of sales prices and payment terms for related parties were not significantly different from those for sales to non-related parties.
(IV) Receivables from related parties
| Account Accounts receivables – related parties Notes receivables – related parties |
Type/Name of related party Associates BROWAN COMMUNICATI ONS INCORPORATIO N ANTEK NETWORKS INC. Others Associates BROWAN COMMUNICATI ONS INCORPORATIO N |
December 31, 2020 $ 91,686 7,929 12,922 $ 112,537 $ 11,250 |
December 31, 2019 |
December 31, 2019 |
|---|---|---|---|---|
| $ 53,008 7,961 - $ 60,969 $ - |
No guarantee is received for the outstanding accounts receivable from related parties. No allowance for losses is provided for accounts receivable from related parties in 2020 and 2019.
-
97 -
-
(V) Other receivables from related parties
| Other receivables from related | parties | ||
|---|---|---|---|
| Type/Name of related party Associates ANTEK NETWORKS INC. |
December 31, 2020 $ 189 |
December 31, 2019 | |
| $ 23 |
Other receivables of the Group to be collected from related parties are the advance payments and purchases of raw materials on behalf of the related parties.
(VI) Payables to related parties
| Account Accounts payable-relat ed parties |
Type/Name of related party Associates BROWAN COMMUNICATI ONS INCORPORATI ON |
December 31, 2020 $ 304 |
December 31, 2019 |
December 31, 2019 |
|---|---|---|---|---|
| $ - |
No guarantees were available for outstanding accounts payables to related parties.
- (VII) Other trade payables to related parties
| Other trade payables to related | parties | ||
|---|---|---|---|
| Type/Name of related party Associates BROWAN COMMUNICATIONS INCORPORATION |
December 31, 2020 $ - |
December 31, 2019 | |
| $ 10 |
Other payables of the Group to be paid to related parties are the advance payments made on behalf of the related parties.
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(VIII) Disposal of property, plant, and equipment
| Type/Name of related party Associates BROWAN COMMUNI CATIONS INCORPOR ATION |
For the year | For the year | ended 2020 Disposal of gain (loss) $ - |
For the year | For the year | ended 2019 | ended 2019 |
|---|---|---|---|---|---|---|---|
| Disposal of proceeds |
Disposal of proceeds |
Disposal of gain (loss) $ 359 |
|||||
| $ - |
$ 359 | $ 359 |
- (IX) Other trades with related parties
| Type/Name of related party Rent income Associates AMPAK Technology Inc. BROWAN COMMUNICATIONS INCORPORATION Others Other income Associates AMPAK Technology Inc. Research & development fee Associates Others |
For the year ended 2020 $ 1,772 213 252 $ 2,237 $ 251 $ - |
For the year ended 2019 |
For the year ended 2019 |
|---|---|---|---|
| $ - 258 215 $ 473 $ - $ 3 |
Rental income of the Group collected from associates were based on the market price.
(X) Compensation of key management personnel
| Short-term employee benefits Post-employment benefits |
For the year ended 2020 $ 41,165 771 $ 41,936 |
For the year ended 2019 |
For the year ended 2019 |
|---|---|---|---|
| $ 54,014 1,121 $ 55,135 |
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The remuneration of directors and key executives was determined by the remuneration committee based on the performance of individuals and market trends.
XXXIII. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY
The following assets were pledged or mortgaged as collateral for tariffs on imported raw materials:
December 31, 2020 December 31, 2019 Pledged bank deposits (included in financial assets measured at amortized cost) $ 43,274 $ 80,248
XXXIV.SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS
In addition to those disclosed in other notes, significant commitments and contingencies of the Group as of the balance sheet date were as follows:
As of the year December 31, 2020 and 2019, the limit of guarantee for tariff covenants and loan financing were NT$43,274 thousand and NT$80,248 thousand, respectively.
XXXV. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES
The following information was aggregated by the foreign currencies other than functional currencies of the Group and the exchange rates between foreign currencies
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and respective functional currencies were disclosed. The significant assets and liabilities denominated in foreign currencies were as follows:
December 31, 2020
| Foreign currency asset Monetary items USD USD Non-monetary items Investments accounted for using equity method USD Financial asset measured at fair value through other comprehensive income USD Financial asset measures at amortized cost USD Foreign currency liabilities Monetary items USD USD |
Foreign Currencies $ 315,929 239,820 1,317 6,692 4,658 205,324 115,437 |
Exchange Rate 28.48(USD:NTD) 6.5249(USD:RMB) 28.48(USD:NTD) 28.48(USD:NTD) 28.48(USD:NTD) 28.48(USD:NTD) 6.5249(USD:RMB) |
Carrying Amount |
|
|---|---|---|---|---|
| $ 8,997,667 6,830,084 $15,827,751 $ 37,494 190,594 132,652 $ 360,740 $ 5,847,622 3,287,639 $ 9,135,261 |
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December 31, 2019
| Foreign currency asset Monetary items USD USD Non-monetary items Investments accounted for using equity method USD Financial asset measured at fair value through other comprehensive income USD Financial asset measured at amortized cost USD Foreign currency liabilities Monetary items USD USD |
Foreign Currencies $ 176,365 107,295 1,625 11,883 4,709 125,003 88,043 |
Exchange Rate 29.98(USD:NTD) 6.9762(USD:RMB) 29.98(USD:NTD) 29.98(USD:NTD) 29.98(USD:NTD) 29.98(USD:NTD) 6.9762(USD:RMB) |
Carrying Amount |
|
|---|---|---|---|---|
| $ 5,287,415 3,216,711 $ 8,504,126 $ 48,715 356,266 141,167 $ 546,148 $ 3,747,594 2,639,521 $ 6,387,115 |
The significant realized and unrealized foreign exchange gains (losses) were as follows:
| Foreign Currencies NTD RMB |
Forthe yearended2020 ExchangeRate Net Foreign Exchange Gain (Loss) 1 (NTD:NTD)$ 11,2884.3648 (RMB:NTD)(62,220) ($ 50,932) |
Forthe yearended2020 ExchangeRate Net Foreign Exchange Gain (Loss) 1 (NTD:NTD)$ 11,2884.3648 (RMB:NTD)(62,220) ($ 50,932) |
Forthe yearended2019 | Forthe yearended2019 | Forthe yearended2019 |
|---|---|---|---|---|---|
| ExchangeRate 1 (NTD:NTD) 4.3648 (RMB:NTD) |
ExchangeRate 1 (NTD:NTD) 4.2975 (RMB:NTD) |
Net Foreign Exchange Gain (Loss) |
|||
( ( |
( ( |
$ 63,687 ) 20,374 $ 43,313) |
- 102 -
XXXVI. SEPARATELY DISCLOSED ITEMS
-
(I) Information About Significant Transactions and (II) Investees:
-
Financing provided to others. (Table 1)
-
Endorsements/guarantees provided. (None)
-
Marketable securities held (excluding investment in subsidiaries, associates and joint ventures). (Table 2)
-
Marketable securities acquired or disposed of at costs or prices of at least NT$300 million or 20% of the share capital. (Table 3)
-
Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital. (None)
-
Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital. (None)
-
Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital. (Table 4)
-
Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital. (Table 5)
-
Trading in derivative instruments. (Note 7 and 31)
-
Other: Intercompany relationships and significant intercompany transactions. (Table 8)
-
Information on investees. (Table 6)
-
(III) Information on investments in mainland China:
-
Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the period, repatriations of investment income, and limit on the amount of investment in the mainland China area. (Table 7)
-
Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses: (Tables 4, 5, 7, and 8)
-
103 -
-
(1) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the year.
-
(2) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the year.
-
(3) The amount of property transactions and the amount of the resultant gains or losses.
-
(4) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the year and the purposes.
-
(5) The highest balance during the year, the end of year balance, the interest rate range, and total current year interest with respect to financing of funds.
-
(6) Other transactions that have a material effect on the profit or loss for the year or on the financial position, such as the rendering or receipt of services.
-
(IV)Information on significant shareholders: The name, number of shares held, and shareholding percentage of shareholders who possess 5% or more of the total number of shares. (None)
XXXVII.SEGMENT INFORMATION
Information reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance focuses on types of goods or services delivered or provided. The Group’s reportable segment is the wireless telecommunication products department.
- 104 -
(I) Segment revenues and results
The following was an analysis of the Group’s revenue and results from continuing operations by reportable segment:
| Wireless telecommunication products department Central administration cost Interest income Other income Other gains and losses Finance cost Share of profit of associates accounted for using the equity method Profit before tax |
Segment Revenue For the year ended 2020 For the year ended 2019 $ 19,929,372 $ 18,057,131 |
Segment Revenue For the year ended 2020 For the year ended 2019 $ 19,929,372 $ 18,057,131 |
Segment Profit | Segment Profit | Segment Profit | ||
|---|---|---|---|---|---|---|---|
| For the year ended 2020 $ 19,929,372 |
For the year ended 2020 $ 1,001,225 533,312 ) 27,033 117,205 960,490 30,843 ) 31,374 $ 1,573,172 |
For the year ended 2019 |
|||||
( ( |
( ( ( |
$ 562,472 510,973 ) 43,839 54,105 219,506 54,964 ) 31,430) $ 282,555 |
Segment revenues reported above represents revenue generated from external customers. There were no inter-segment sales during the years ended December 31, 2020 and 2019.
Segment profit represented the profit before tax earned by each segment without allocation of central administration costs, interest income, other income, other gains or losses, finance cost, share of profit of associates accounted for using the equity method, and income tax expense. This was the measure reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance.
- (II) Segment total assets and liabilities
The Group had not reported segment assets and liabilities information to the chief operating decision maker. Thus, no disclosure is made.
(III) Other information
| Other information | |||
|---|---|---|---|
| Wireless telecommunication product department |
Depreciation and amortization | ||
| For the year ended 2020 $ 419,129 |
For the year ended 2019 |
||
| $ 355,987 |
-
105 -
-
(IV) Revenue from major products and services
| CARD GATEWAY Wireless Telecommunication Module Others |
For the year ended 2020 $ 2,515,961 14,924,532 1,208,154 1,280,725 $ 19,929,372 |
For the year ended 2019 |
For the year ended 2019 |
|---|---|---|---|
| $ 449,468 13,031,635 2,003,784 2,572,244 $ 18,057,131 |
- (V) Geographical information
The Group operates in three principal geographical areas – Taiwan, China, and the Czech Republic.
The Group’s revenue from continuing operations from external customers by location of operations was detailed below:
| Taiwan China Vietnam Czech Republic |
Revenues from External Customers | Revenues from External Customers | Revenues from External Customers |
|---|---|---|---|
| For the year ended 2020 $ 17,960,631 1,968,569 70 102 $ 19,929,372 |
For the year ended 2019 |
||
| $ 16,675,321 1,381,614 - 196 $ 18,057,131 |
- (VI) Information about major customers
Revenues from individual customers that exceeded 10% of the Group’s revenue for the years ended December 31, 2020 and 2019:
| Customer A Company B Company C Company |
For the year ended 2020 Sales revenue %of totalincome $ 4,278,475 21 2,759,107 14 2,569,367 13 |
For the year ended 2019 |
|---|---|---|
Sales revenue%of totalincome |
||
| $ 8,023 - 3,224,002 18 5,473,384 30 |
- 106 -
TABLES
GEMTEK TECHNOLOGIES CO., LTD. AND SUBSIDIARIES
FINANCING PROVIDED TO OTHERS
FOR THE YEAR ENDED DECEMBER 31, 2020
TABLE 1
Unit:In Thousands of New Taiwan Dollars, Unless Stated Otherwise
| No. | Financing Company Name |
Borrower | Financial Statement Account |
Related Parties |
Highest Balance for the Period |
Ending Balance |
Actual Borrowing Amount |
Interest Rate |
Nature of Financing (Note2 ) |
Business Transacti on Amount |
Reasons for Short-term Financing |
Allowanc e for Impairme nt Loss |
Collateral | Collateral | Financing Limit for Each Borrowing Company (Note 1) |
Financing Company's Total Financing Amount Limit (Note 1) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | |||||||||||||||
| 1 | Gemtek Electronics (Suzhou) Co. Ltd. |
Gemtek Electronics (Ch angShu) Co., Ltd. |
Short-ter m financi ng |
Yes | $ 52,524 | $ 52,524 | $ 52,524 | 3.60 | 2 | $ - | Operating capital |
$ - | - | - | $ 85,377 | $ 85,377 |
Note 1 : Pursuant to the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies ” of Gemtek Electronics (Suzhou) Co. Ltd., when the parent company directly and indirectly holds 100% of the voting shares of foreign companies engaged in fund loans, the aggregate amount of loans shall not exceed 100% of the lending company's net worth, and the maximum amount permitted to a single borrower shall not exceed 100% of the lending company's net worth.
Note 2 : Nature for financing -
-
Enter 1 for Business relationship.
-
Enter 2 for Short-term financing purpose.
Note 3 : Converted by the exchange rate recorded on the financial reporting date - RMB: New Taiwan Dollar = 1:4.3 77. Note 4 : : The above transactions were eliminated during the compilation of this consolidated financial report.
- 107 -
GEMTEK TECHNOLOGIES CO., LTD. AND SUBSIDIARIES
MARKETABLE SECURITIES HELD
FOR THE YEAR ENDED DECEMBER 31, 2020
TABLE 2
Unit:In Thousands of New Taiwan Dollars/ US Dollars/ RMB.Unless Stated Otherwise
| Holding Company Name | Type and Name of Marketable Securities |
Relationship with the Holding Company |
Financial Statement Account |
Ending Balance on December 31, 2020 | Ending Balance on December 31, 2020 | Ending Balance on December 31, 2020 | Ending Balance on December 31, 2020 | Note |
|---|---|---|---|---|---|---|---|---|
| Shares/ Units (in thousands) |
Carrying Value | Percentage of Ownership % |
Fair Value | |||||
| Gemtek Technologies Co.,Ltd. Gemtek Investment Co.,Ltd |
Stock ITEQ CORPORATION TAI-SAW TECHNOLOGY CO., LTD. Green Packet Bhd. LIONIC CORP. Tempo Semiconductor, Inc. SKSpruce Holding Limited Greenwave holding, Inc. Stock Sky Phy Networks Limited Ingenu Inc. SanJet Corp TSKY CO., LTD. LIONIC CORP. Polaris Group AIPTEK, Inc. TAI-SAW TECHNOLOGY CO., LTD. PYRAS TECHNOLOGY INC. |
The Corporation serves as corporate director 〃None The Corporation serves as corporate director 〃None 〃〃〃The Corporation serves as corporate director None The Corporation serves as corporate director 〃None 〃The Corporation serves as corporate director |
Financial assets measured at fair value through profit and loss - current Financial assets measured at fair value through other comprehensive income – non-current 〃〃〃〃〃Financial assets measured at fair value through other comprehensive income – non-current 〃〃〃〃〃〃〃〃 |
871 691 26,273 225 3,276 2,241 3,965 4,943 1,754 3,882 1,500 841 8,675 186 2,312 3,000 |
$ 120,131 15,270 74,926 419 - 29,297 86,371 - - 47,052 31,355 1,563 135,812 679 51,090 21,180 |
0.29 0.68 2.81 1.40 - 2.81 3.30 13.82 3.99 12.33 8.49 5.25 1.33 0.16 2.26 18.45 |
$ 120,131 15,270 74,926 419 - 29,297 86,371 - - 47,052 31,355 1,563 135,812 679 51,090 21,180 |
Preferred stock Common stock/Preferred stock Preferred stock Preferred stock Preferred stock |
- 108 -
| G-Technology Investment Co., Ltd. Gemtek Electronics (ChangShu) Co., Ltd. Gemtek Electronics (Suzhou) Co. Ltd. |
Convertible Bond Greenwave Holding, Inc. Stock Polaris Group Tianhan Technology (Wujiang)Limited Company Ingenu Inc. UBITUS Inc. Bond Standard Chartered Bank Subordinate Bond Finance products CCB Suzhou Branch “Qianyuan Xinyi Jiangnan” Finance products CCB Suzhou Branch “Qianyuan Xinyi Jiangnan” |
None None 〃〃〃〃None None |
Financial assets measured at fair value through profit and loss - current Financial assets measured at fair value through other comprehensive income – non-current 〃〃〃Financial assets measured at amortized cost -non-currentFinancial assets measured at fair value through profit and loss - current Financial assets measured at fair value through profit and loss -current |
- 26,467 - 860 200 - - - |
15,592 ( USD 547 ) $ 430,274 ( USD 15,108 ) - - - 132,652 ( USD 4,658 ) 437 ( RMB 100 ) 23,308 ( RMB 5,340 ) |
- 4.05 11.54 2.61 2.32 - - |
15,592 ( USD 547 ) $ 430,274 ( USD 15,108 ) - - - 132,652 ( USD 4,658 ) 437 ( RMB 100 ) 23,308 ( RMB 5,340 ) |
Preferred stock |
|---|---|---|---|---|---|---|---|---|
Note 1: See Tables 6 and 7 for information on investments in subsidiaries, associates and joint ventures.
Note 2: Converted by the exchange rate recorded on the financial reporting date - USD: NTD = 1: 28.48; RMB: NTD = 1 : 4.377
- 109 -
GEMTEK TECHNOLOGIES CO., LTD. AND SUBSIDIARIES
MARKETABLE SECURITIES ACQUIRED AND DISPOSED OF AT COSTS OR PRICES OF AT LEAST NT$300 MILLION OR 20% OF THE SHARE CAPITAL FOR THE YEAR ENDED DECEMB ER 31, 2020
TABLE 3
Unit:In Thousands of New Taiwan Dollars, Unless Stated Otherwise
| Company Name | Type and Name of Marketable Securities |
Financial Statement Account |
Counterparty | Relationsh ip |
Beginning Balance | Beginning Balance | Acquisition | Acquisition | Disposal | Disposal | Disposal | Ending | Balance | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares/Units (In Thousands) |
Amount |
Shares/Units (In Thousands) |
Amount (Note 5) |
Shares/Units (In Thousands) |
Amount (Note 2) |
Carrying Amount |
Gain/Loss on Disposal |
Shares/Units (In Thousands) |
Amount (Note 1) |
|||||
| Gemtek Technologies Co., Ltd. Gemtek Investment Co.,Ltd |
Stock AMPAK Technology Inc. AMPAK Technology Inc. |
Investment Accounted for Using Equity Method Investment Accounted for Using Equity Method |
- - |
Subsidiary Subsidiary |
36,124,794 8,975,801 |
$ 950,845 242,434 |
20,100,595 - |
$ 1,045,230 - |
36,124,794 8,975,801 |
$ 830,760 465,341 |
$ 1,039,487 264,381 |
$ 833,061 (Note 3) 200,496 (Note 4) |
20,100,595 - |
$1,048,268 - |
Note 1: The amount of long -term equity investment using the equity method in cludes investment gains and losses recognized by the equity method and adjustment items related to shareholder equity.
Note 2: The disposal price has been deducted from relevant transaction costs.
Note 3: Disposal benefits include the recognition of conver sion loss of NT$3,444 thousand from financial statements of foreign operating institutions using the equity method. Note 4: Disposal benefits include the recognition of conversion loss of NT$464 thousand from financial statements of foreign operating institutions using the equity method. Note 5: The current purchase is the fair value of the remaining equity.
- 110 -
GEMTEK TECHNOLOGIES CO., LTD. AND SUBSIDIARIES
TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE P AID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2020
TABLE 4
Unit:In Thousands of New Taiwan Dollars, Unless Stated Otherwise
| Company Name | Related Party | Relationship | Transaction Details | Transaction Details | Abnormal Transaction | Abnormal Transaction | Notes/Accounts Receivable (Payable) |
Notes/Accounts Receivable (Payable) |
Note | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases/Sales | Amount | %to Total |
Payment Terms |
Unit Price | Payment Terms | Ending Balance | % to Total | ||||
| Gemtek Technologies Co., Ltd. Gemtek Electronics (Kunshan) Co., Ltd. Gemtek Electronics (ChangSh u) Co., Ltd. Gemtek CZ., s.r.o. Gemtek Vietnam Co., Ltd. |
Gemtek Electronics (Kunshan) Co., Ltd. Gemtek Electronics (ChangSh u) Co., Ltd. Gemtek CZ., s.r.o. Gemtek Vietnam Co., Ltd. Gemtek Technologies Co., Ltd. Gemtek Technologies Co., Ltd. Gemtek Technologies Co., Ltd. Gemtek Technologies Co., Ltd. |
Investment in subsidiary through third region Investment in subsidiary through third region Investment in subsidiary through third region Subsidiary Parent company Parent company Parent company Parent company |
Purchase and processing expenses Purchase and processing expenses Purchase and processing expenses Purchase and processing expenses Sale and processing income Sale and processing income Sale and processing income Sale and processing income |
$ 4,758,107 3,743,950 195,307 1,613,251 ( 4,758,107 ) ( 3,743,950 ) ( 195,307 ) ( 1,613,251 ) |
26% 21% 1% 9% ( 69% ) ( 77% ) ( 99% ) ( 100% ) |
Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 |
Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 |
Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 |
( $ 2,710,405 ) ( 264,649 ) 9,003 1,135,169 2,710,405 264,649 ( 9,003 ) ( 1,135,169 ) |
( 58% ) ( 6% ) - 17% 86% 57% ( 19% ) ( 71% ) |
Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 |
Note 1: The company purchases goods from related parties or entrusts related parties to process and repurchase fini shed products, which is a corporate strategy used for the purpose of cooperation and division of labor. The transaction price has no significant parties to compare. Payment terms are determined by the actual status of the company’s assets.
Note 2 : Accounts receivables collected from and accounts payables paid to Gemtek Electronics (Kunshan) Co., Ltd., Gemtek Electronics (ChangShu) Co., Ltd., Gemtek CZ., s.r.o., and Gemtek Vietnam Co., Ltd. are expressed in net amount.
Note 3 : The above transactions were eliminated during the compilation of this consolidated financial report.
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GEMTEK TECHNOLOGIES CO., LTD. AND SUBSIDIARIES
RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20 % OF THE PAID-IN CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 2020
TABLE 5
Unit:In Thousands of New Taiwan Dollars, Unless Stated Otherwise
| Company Name | Related Party | Relationship | Ending Balance | Turnover Rate | Overdue | Overdue | Amounts Received in Subsequent Period |
Allowance for Impairment |
|---|---|---|---|---|---|---|---|---|
| A m o u n t |
A c t i o n s Ta k e n | |||||||
| Gemtek Electronics (Kunshan) Co., Ltd Gemtek Electronics (ChangSh u) Co., Ltd. Gemtek Technologies Co., Ltd. |
Gemtek Technologies Co., Ltd. Gemtek Technologies Co., Ltd. Gemtek Vietnam Co., Ltd. |
Parent company Parent company Subsidiary |
$ 2,710,405 264,649 1,135,169 |
1.80 14.52 2.84 |
$ - - - |
- - - |
$ 1,321,266 264,649 432,085 |
$ - - - |
Note: The above transactions were eliminated during the compilation of this consolidated financial repo rt.
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GEMTEK TECHNOLOGIES CO., LTD. AND SUBSIDIARIES INFORMATION ON INVESTEES
FOR THE YEAR ENDED DECEMBER 31, 2020
TABLE 6
Unit:In Thousands of New Taiwan Dollars/ US Dollars.Unless Stated Otherwise
| Investor Company | Investee Company | Location | Main Businesses and Products |
Original InvestmentAmount | Original InvestmentAmount | As of December31, | As of December31, | 2020 | Net Income (Loss) of the Investee |
Share of Profit (Loss) | Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 | December 31, 2019 | Shares/Units (In Thousands) |
% | Carrying Amount | |||||||
| Gemtek Technologies Co., Ltd. G-Technology Investment Co., Ltd. Gemtek Investment Co.,Ltd |
Gemtek Investment Co.,Ltd G-Technology Investment Co., Ltd. Brightech International Co., Ltd. AMPAK Technology Inc. Wi Tek Investment Co., Ltd. BROWAN COMMUNICATIONS INCORPORATION Gemtek Vietnam Co., Ltd. Ampak International Holdings Ltd. Gemtek CZ., s.r.o. Primax Communication (B.V.I.) Inc. PT. South Ocean Free PP Worldwide Co.,Ltd. AMPAK Technology Inc. BROWAN COMMUNICATIONS INCORPORATION BandRich Inc. 5V TECHNOLOGIES, TAIWAN LTD. |
Hsinchu County, Taiwan Cayman Islands Republic of Mauritius Hsinchu County, Taiwan Cayman Islands Hsinchu County, Taiwan Vietnam Independent State of Samoa Czech Republic British Virgin Islands Indonesia Republic of Seychelles Hsinchu County, Taiwan Hsinchu County, Taiwan New Taipei City, Taiwan Taipei City, Taiwan |
Investment Investment Investment Telecommunications Investment Telecommunications Telecommunications Investment Telecommunications Investment Telecommunications Investment Telecommunications Telecommunications Telecommunications Telecommunications |
$ 769,457 2,484,452 ( USD 78,600 ) 207,969 ( USD 6,145 ) 512,854 132,155 ( USD 4,000 ) 144,826 616,034 ( USD 20,000 ) 1,099,843 ( USD 35,561 ) 25,351 ( USD 692 ) 73,886 ( USD 2,297 ) 7,838 ( USD 238 ) 30,260 ( USD 1,000 ) - 141,825 55,000 90,000 |
$ 769,457 2,484,452 ( USD 78,600 ) 207,969 ( USD 6,145 ) 917,203 132,155 ( USD 4,000 ) 144,826 616,034 ( USD 20,000 ) 1,099,843 ( USD 35,561 ) 25,351 ( USD 692 ) 73,886 ( USD 2,297 ) 7,838 ( USD 238 ) 30,260 ( USD 1,000 ) 219,689 141,825 55,000 - |
76,946 78,600 6,145 20,101 4,000 11,191 - 36,000 12,000 2,297 24 1,002 - 9,826 5,500 9,000 |
100.00 100.00 100.00 33.37 100.00 24.33 100.00 100.00 100.00 100.00 95.00 30.00 - 21.36 27.04 97.92 |
$ 846,419 4,313,409 69,191 1,048,268 20,950 10,656 514,927 1,064,287 ( USD 37,370 ) 6,783 ( USD 238 ) 16,683 ( USD 586 ) 2,613 ( USD 92 ) 13,930 ( USD 489) - 9,335 5,389 79,052 |
$ 188,980 ( 31,037 ) ( 619 ) 286,468 ( 9,621 ) 6,898 53,960 18,945 ( USD 721 ) 4,692 ( USD 161 ) ( 125 ) ( USD -4 ) - ( USD - ) ( 1,404 ) ( USD -46 ) 207,747 6,898 ( 10,116 ) ( 12,023 ) |
$ 188,980 ( 31,037 ) ( 619 ) 131,171 (Note 1) ( 9,621 ) 1,678 53,960 18,945 ( USD 721 ) 4,692 ( USD 161 ) ( 125 ) ( USD -4 ) - ( USD - ) ( 421 ) ( USD -14 ) 22,327 1,473 ( 2,735 ) ( 10,948 ) (Note 2) |
Note 3 Note 3 Note 3 Note 3 Note 3 Note 3 Note 3 Note 3 |
Note 1: Based on the equity holding ratio, the amount is re cognized by the net profit of the investee company NT$ 135,470 thousand, less the identifiable intangible assets adjusted amo rtization of the current period NT$4,593 thousand, and add the adjusted unrealized and realized benefits of upstream transactions N T$294 thousand.
Note 2: Based on the equity holding ratio, the amount is recognized by the net loss of the investee company NT$ 8,934 thousand, and a dd the identifiable intangible assets adjusted amortization of the current period NT$2,014 thousand. Note 3: The above transactions were eliminated during the compilation of this consolidated financial report.
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GEMTEK TECHNOLOGIES CO., LTD. AND SUBSIDIARIES INFORMATION ON INVESTMENT IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2020
TABLE 7
Unit:In Thousands of New Taiwan Dollars/ US Dollars.Unless Stated Otherwise
| Investee Company | Main Businesses and Products |
Share Capital | Share Capital | Method of Investment (Note 1) | Accumulated Outward Remittance for Investment from Taiwan as of January 01, 2020 |
Accumulated Outward Remittance for Investment from Taiwan as of January 01, 2020 |
Investment Flow | Investment Flow | Accumulated Outward Remittance for Investment from Taiwan as of December 31, 2020 |
Net Income (Loss) of the Investee |
% Ownership of Direct or Indirect Investment |
Investment Gain (Loss) |
Carrying Amount as of December 31, 2020 |
Accumulated Repatriation of Investment Income as of December 31, 2020 |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | ||||||||||||||
| Gemtek Electronics (Suzhou) Co. Ltd. Gemtek Electronics (Kunshan) Co., Ltd Browan Communications (Xi’An) Inc. AIPTEK Technology (Wujiang) Co., Ltd. Gemtek Electronics (ChangSh u) Co., Ltd. |
Manufacturing of wireless telecommunicati on products such as wireless network cards and wireless gateways Manufacturing of wireless telecommunicati on products such as wireless network cards and wireless gateways R&D, production, sales and provision of technical consulting and related services for wireless network products Manufacturing of digital products R&D, production, sales and provision of technical consulting and related services for wireless network products |
$ ( USD ( USD ( USD ( USD ( USD |
237,808 8,350 ) 427,200 15,000 ) 113,920 4,000 ) 444,288 15,600 ) 1,025,280 36,000 ) |
Indirect investment in Mainland China through a holding company established in other countries -BrightechInternational Co Ltd 及PrimxCommunication (BVI) Inc Indirect investment in Mainland China through a holding company established in other countries -G-TechnologyInvestment Co Ltd. Indirect investment in Mainland China through a holding company established in other countries -Wi TekInvestment Co Ltd. Indirect investment in Mainland China through a holding company established in other countries -G-TechnologyInvestment Co Ltd Indirect investment in Mainland China through a holding company established in other countries -G-TechnologyInvestment Co Ltd |
$ 236,925 ( USD 8,319 ) 427,200 ( USD 15,000 ) 113,920 ( USD 4,000 ) 25,632 ( USD 900 ) 1,025,280 ( USD 36,000 ) |
$ - - - - - |
$ - - - - - |
$ 236,925 ( USD 8,319 ) 427,200 ( USD 15,000 ) 113,920 ( USD 4,000 ) 25,632 ( USD 900 ) 1,025,280 ( USD 36,000 ) |
( $ 650 ) ( USD -22 ) ( $ 38,118 ) ( USD -1,279 ) ( $ 9,621 ) ( USD -327 ) - 18,944 ( USD 721 ) |
100.00 100.00 100.00 11.54 100.00 |
( $ 650 ) ( USD -22 ) ( $ 38,118 ) ( USD -1,279 ) ( $ 9,621 ) ( USD -327 ) - 18,944 ( USD 721 ) |
$ 85,377 ( USD 2,998 ) 2,555,154 ( USD 89,717 ) 20,945 ( USD 735 ) - 1,064,287 ( USD 37,370 ) |
$ - - - - - |
Note 3 Note 3 Note 3 |
|
| Accumulated Outward Remittance for Investment in Mainland China as of December 31, 2020 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on the Amount of Investment Stipulated by Investment Commission, MOEA |
|||||||||||||
| $ 1,844,934 USD 64,780 (Note 1) |
$ 1,844,934 USD 63,780 |
$ 5,630,402 |
Note 1: (1) The investment amount remitted at the end of the period exceeds the USD 1,000 thousand investment amount approved by the Inve stment Commission of the Ministry of Economic Affairs.
The remittance was made by AMPAK Technology Inc., the parent company of Gemtek Electronics (ChangShu) Co., Ltd., Ltd. from the previous period.
(2) In July 2009, the Company acquired 100% shareholding of AMPAK International Holdings Ltd., an overseas holding company of Gemtek Electronics (ChangShu) Co., Ltd., through an overseas company G-Technology Investment Co., Ltd. for US$561,000 (NT$17,413 thousand), which has been approved by the Investment Commission of the Ministry of Economic Affairs Letter-2 No. 09800283840.
(3) The conversion rate is based on the average spot buying/selling exchange rate of the Bank of Taiwan on December 31, 2020.
Note 2: See Tables 4, 5 and 6 for the information about significant transactions with investees in the mainland China, either directly or indirectly through a third area.
Note 3: Amount was recognized based on the audited financial statements of the investee as of December 31, 2020.
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GEMTEK TECHNOLOGIES CO., LTD. AND SUBSIDIARIES
THE BUSINESS RELATIONSHIP BETWEEN TH E PARENT AND THE SUBSIDIARIES AND BETWEE EACH SUBSIDIARY, AND THE CIRCUMSTANCES AND AMOUNTS OF ANY SIGNIFICANT TRANSACTIONS BETWEEN THEM
FOR THE YEAR ENDED DECEMBER 31, 2020
TABLE 8
Unit:In Thousands of New Taiwan Dollars.Unless Stated Otherwise
| No. | Name of Company Engaged in Business Transaction |
Counterparty | Relationship | Business Transaction Status | Business Transaction Status | ||
|---|---|---|---|---|---|---|---|
| Account | Amount | Transaction Terms | % to Total Asset | ||||
| 0 1 |
January 01, 2020 to December 31, 2020 Gemtek Technologies Co., Ltd. AMPAK Technology Inc. |
Gemtek Electronics (ChangShu) Co., Ltd. Gemtek Electronics (Kunshan) Co., Ltd Gemtek CZ., s.r.o. Gemtek Vietnam Co., Ltd. Gemtek Technologies Co., Ltd. Gemtek Electronics (ChangShu) Co., Ltd. |
Parent company to subsidairy Parent company to subsidairy Parent company to subsidairy Parent company to subsidairy Subsidiary to parent company Subsidiary to subsidiary |
Sales revenue-processingexpense Accounts payable Sales revenue -processingexpense Accounts payable Sales revenue -processingexpense Other receivables Sales revenue -processingexpense Accounts receivable Sales revenue -processingexpense Sales revenue -processingexpense |
$ 3,743,950 264,649 4,758,107 2,710,405 195,307 9,003 1,613,251 1,135,169 16,524 169,843 |
Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 |
34% 2% 33% 17% 1% - 8% 6% - 1% |
Note 1: The company purchases goods from related parties or entrusts related parties to process and repurchase finish ed products, which is a corporate strategy used for the purpose of cooperation and division of labor. The transaction price has no significant parties to compare. Payment terms are determined by the actual status of the company’s assets.
Note 2: The above transactions were eliminated during the compilation of this consolidated financial report.
- 115 -