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GSC — Annual Report 2021
Nov 15, 2021
52060_rns_2021-11-15_0db70d62-33fb-4715-8abd-09254a2ab701.pdf
Annual Report
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Stock Code: 2406
Gigastorage Corporation and Subsidiaries
Consolidated Financial Statements for the Years End December 31, 2021 and 2020 and Independent Auditor’s Report
Address: No. 3, Industrial 1st Road, Hukou Township, Hsinchu County TEL: (03)598-5510
For the convenience of readers and for information purpose only, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail.
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§Table of Contents§
| Item Page 1. Cover 1 2. Table of Contents 2 3. Representation Letter 3 4. Independent Auditor’s Report 4~8 5. Consolidated Balance Sheet 9 6. Consolidated Comprehensive Income Statement 10~11 7. Consolidated Statement of Changes in Shareholders’ Equity 12 8. Consolidated Cash Flow Statement 13~15 9. Notes to Consolidated Financial Statements (1) Company History 16 (2) Date and Procedures for Approval of Financial Statements 16 (3) Application of New and Revised Standards and Interpretation 16~21 (4) Summary of Significant Accounting Policies 21~45 (5) Significant Accounting Judgments and Estimations, and Main Sources of Assumption Uncertainties 45~46 (6) Summary of Significant Accounting Items 46~118 (7) Related Party Transactions 118~123 (8) Pledged Assets 123 (9) Significant Contingent Liabilities and Unrecognized Contract Commitments 124~126 (10) Significant Disaster Loss - (11) Significant Subsequent Events - (12) Others 127~128 (13) Additional Disclosure 1. Information on Significant Transactions 128 2. Information on Invested Enterprises 128 3. Information on Investment in Mainland China 128~129 4. Information on Major Shareholders 129 (14) Segment Information 129~131 |
Financial statements Number of Notes |
|---|---|
| - - - - - - - - 1 2 3 4 5 6~35 36 37 38 - - 39 40 40 40 40 41 |
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REPRESENTATION LETTER
For the fiscal year of 2021 (From January 1 to December 31, 2021), the entities which should be included in the consolidated financial statements of Gigastorage Corporation pursuant to the “Guidelines for the Preparation of Consolidated Business Report, Consolidated Financial Statements and Relationship Report of Affiliates” are the same as those that should be included in the consolidated financial statements of the parent and subsidiaries pursuant to the International Financial Reporting Standards 10, and relevant information to be disclosed in the consolidated financial statements of affiliates has already been disclosed in the consolidated financial statements of the parent and subsidiaries. Therefore, the Gigastorage Corporation and subsidiaries will not prepare separate consolidated financial statements for affiliates.
Very truly yours,
GIGASTORAGE CORPORATION
By
CHEN, CHI-MING
Chairman
March 30, 2022
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INDEPENDENT AUDITORS’ REPORT
To the Board of Directors and Shareholders Gigastorage Corporation:
Audit Opinion
We have audited the consolidated balance sheet of Gigastorage Corporation and its subsidiaries as of December 31, 2021 and 2020, and the consolidated comprehensive income statements, consolidated statement of changes in shareholders’ equity, consolidated cash flow statements, and notes to the consolidated financial statements (including significant accounting policies) for the years then ended.
In our opinion, based on our audits and the reports of other independent auditors (please refer to the Other Matters paragraph), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Gigastorage Corporation and its subsidiaries as of December 31, 2021 and 2020, and its consolidated financial performance and cash flows for the years ended December 31 2021 and 2020, in conformity with the requirements of regulations governing the preparation of financial statements by securities issuers and International Financial Reporting Standards, International Accounting Standards, and Interpretations endorsed and issued into effect by the Financial Supervisory Commission
Basis of Opinion
We conducted the audit in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountant and the Generally Accepted Auditing Standards. Our responsibilities under those standards are further described in the responsibilities of auditors for the audit of the consolidated financial statements. We are independent of Gigastorage Corporation and its subsidiaries in accordance with the Code of Professional Ethics for Certified Public Accountants, and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the reports of other independent auditors, we believed 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 2021 consolidated financial statements of Gigastorage Corporation and its subsidiaries. These matters were addressed in the content of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide separate opinions on those matters.
Key audit matters of the 2021 consolidated financial statements of Gigastorage Corporation and its subsidiaries were as follows:
Authenticity of revenues
The sales revenues of Gigastorage Corporation and its subsidiaries are mainly from the sales of solar conductive plasma and silicon excipients, which account for 85% of the consolidated revenues. The sales revenues of solar conductive plasma and silicon excipients changed significantly in 2021 (see Note 23), and the customer portfolio changed in the past two years; therefore, we have included the authenticity of the aforementioned revenues as a key audit matter.
We have performed the following key audit procedures:
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We assessed the effectiveness of the design and implementation of internal control practices related to sales transactions by understanding the related internal control systems and operating procedures related to the sales transaction cycle.
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To confirm the authenticity of revenue, we selected samples from the sales details, reviewed the original customer orders, shipping documents or export declarations and sales invoices, and examined whether there were any abnormalities in the receivable collections and the customers to whom the sales were made.
Other Matters
The financial statements of certain equity-method investees have not been audited by us, but by other independent auditors. Therefore, of our opinions on the consolidated financial statements referred to above, the amounts included in the financial statements were based on the audit reports of other independent auditors. As of December 31, 2021 and 2020, the above-mentioned investments under the equity method amounted to NT$1,347,041 thousand and NT$1,040,119 thousand, or 9.12% and 6.64% of total assets, respectively; the share of investment losses recognized under the equity method amounted to NT$1,957 thousand and NT$293 thousand, or (0.74)% and (0.06)% of net loss before tax, respectively for the years ended December 31, 2021 and 2020.
The financial statements of certain subsidiaries included in the consolidated financial statements of Gigastorage Corporation prepared in accordance with different financial reporting framework have not been audited by us, but have been audited by other independent auditors in accordance with different auditing standards. The financial statements of the aforementioned
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companies have been converted into adjusted financial statements that conform to the regulations governing the preparation of financial statements by securities issuers and International Financial Reporting Standards, International Accounting Standards, and Interpretations endorsed and issued into effect by the Financial Supervisory Commission, and we have performed the requisite audit procedures. Therefore, of our opinions on the consolidated financial statements referred to above, the amounts included in the financial statements were based on the audit reports of other independent auditors and the result of additional audit procedures performed in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and relevant provisions of auditing standards generally accepted in the Republic of China. As of December 31, 2021 and 2020, the companies above had a total asset of NT$26,911 thousand and NT$108,647 thousand, representing 0.18% and 0.69% of the consolidated total assets, respectively. The operating revenues for the years ended December 31, 2021 and 2020 were NT$0 and NT$2,199 thousand, representing 0% and 0.02% of consolidated operating revenues, respectively.
Gigastorage Corporation has prepared its parent company only financial statements for the years ended December 31, 2021 and 2020, and we have issued an unqualified audit opinion with emphasis of matter and other matters paragraphs on record for reference.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
The responsibility of management is to prepare fairly presented consolidated financial statements in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards interpretations, and announcements of interpretations recognized and published by the Financial Supervisory Commission and maintain necessary internal control related to the preparation of consolidation of financial statements in order to ensure material misstatement caused by fraud or error does not exist in the consolidated financial statements.
In preparing the consolidated financial statements, the management is also responsible for assessing the ability of Gigastorage Corporation and its subsidiaries as a going concern, disclosing as applicable, matters related to a going concern and using the going concern basis of accounting. Unless the management either intends to liquidate Gigastorage Corporation and its subsidiaries or to cease operations, or has no other realistic alternative but to do so.
Those in charge of corporate governance (including the Auditing Committee) are responsible for overseeing the reporting process of the financial statements of Gigastorage Corporation and its subsidiaries.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
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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 auditor’s report. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the generally accepted accounting principles will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. Misstatements are considered material, individually or in 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 generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also performed the following tasks:
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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 countermeasures for assessed risks; and obtain evidence that is sufficient and appropriate to provide a basis of audit 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 internal control effective in Gigastorage Corporation and its subsidiaries.
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Evaluate the appropriateness of accounting policies and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude the appropriateness of the use of the going concern basis of accounting by the management, and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on Gigastorage Corporation and its subsidiaries to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosure is inappropriate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause Gigastorage Corporation and its subsidiaries to cease as a going concern.
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Evaluate the overall presentation, structure, and content of the consolidated financial statements (including related notes), 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 or the entities or business activities of Gigastorage Corporation and its subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the audit of Gigastorage Corporation and its subsidiaries. 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 in charge of governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to affect our independence, and other matters (including related protective measures).
From the matters communicated with those in charge of corporate governance, we determine those matters that were of most significance in the audit of the 2021 consolidated financial statements of Gigastorage Corporation and its subsidiaries and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors’ report are Huang, Yu-Feng and Chung, Ming-Yuan.
Deloitte & Touche Taipei, Taiwan Republic of China
March 30, 2022
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.
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Gigastorage Corporation and Subsidiaries Consolidated Balance Sheet
December 31, 2021 and 2020
Unit: NTD thousands
| Code 1100 1140 1110 1150 1170 1180 1200 1210 1220 130X 1460 1410 1479 1476 11XX 1510 1517 1550 1600 1755 1760 1780 1840 1990 1980 15XX 1XXX |
Assets Current assets Cash and cash equivalents (Notes 4 and 6) Contract assets – current (Notes 4, 23 and 36) Financial assets at fair value through profit or loss – current (Notes 4 and 7) Notes receivable, net (Notes 4, 9, 18 and 37) Accounts receivable, net (Notes 4, 9 and 23) Accounts receivable–related party,net(Notes 4, 9, 23 and 36) Other receivables (Notes 4 and 9) Other receivables – related party (Notes 4, 9 and 36) Current income tax assets (Notes 4 and 25) Inventories (Notes 4, 10 and 35) Proceeds from disposal of non-current assets held for sale (Notes 4 and 30) Prepayments (Note 17) Other current assets (Notes 17 and 37) Other financial assets (Note 37) Total current assets Non-current assets Financial assets at fair value through profit or loss – non-current (Notes 4 and 7) Financial assets at fair value through other comprehensive income – non-current (Notes 4 and 8) Investments accounted for using the equity method (Notes 4 and 12) Property, plant and equipment (Notes 4, 13, 29, 36 and 37) Right-of-use assets (Notes 4 and 14) Investment property (Notes 4, 15 and 37) Intangible assets (Notes 4, 16 and 29) Deferred tax assets (Notes 4 and 25) Other non-current assets (Notes 17, 36 and 37) Other financial assets – non-current (Note 37) Total non-current assets Total assets |
December 31,2021 | December 31,2021 | % 21 1 - 2 8 1 - - - 9 - 6 - 1 49 - 4 9 28 1 1 3 1 4 - 51 100 |
December 31, 2020 (revised and audited) Amount % $ 2,693,564 17 178,548 1 56,706 1 730,928 5 1,771,528 11 95,894 1 45,598 - 2,155 - 16,830 - 1,904,542 12 37,719 - 679,395 4 277,818 2 40,777 - 8,532,002 54 94,296 1 342,485 2 1,040,119 7 4,118,971 26 170,637 1 113,062 1 424,161 3 143,103 1 675,147 4 23,332 - 7,145,313 46 $ 15,677,315 100 |
December 31, 2020 (revised and audited) Amount % $ 2,693,564 17 178,548 1 56,706 1 730,928 5 1,771,528 11 95,894 1 45,598 - 2,155 - 16,830 - 1,904,542 12 37,719 - 679,395 4 277,818 2 40,777 - 8,532,002 54 94,296 1 342,485 2 1,040,119 7 4,118,971 26 170,637 1 113,062 1 424,161 3 143,103 1 675,147 4 23,332 - 7,145,313 46 $ 15,677,315 100 |
Code 2100 2110 2150 2170 2180 2200 2220 2230 2280 2321 2322 2323 2399 21XX 2530 2540 2572 2580 2640 2645 25XX 2XXX 3110 3200 3310 3320 3350 3400 31XX 36XX 3XXX |
Liabilities and equity Current liabilities Short-term borrowings (Notes 18 and 37) Short-term notes and bills payable (Notes 18 and 37) Notes payable Accounts payable Accounts payable – related party (Note 36) Other payables (Notes 20 and 38) Other payables – related party (Note 36) Current income tax liabilities (Notes 4 and 25) Lease liabilities – current (Notes 4 and 14) Corporate bonds due or subject to exercise of right of sale within one year (Notes 19 and 37) Long-term borrowings due within one year (Notes 18 and 37) Long-term payables due within one year Other current liabilities (Notes 10, 20, 23, 35 and 36) Total current liabilities Non-current liabilities Corporate bonds payable (Notes 19 and 37) Long-term borrowings (Notes 18 and 37) Deferred tax liabilities (Notes 4 and 25) Lease liabilities – non-current (Notes 4 and 14) Net defined benefit liabilities – non-current (Notes 4 and 21) Deposits received Total non-current liabilities Total liabilities Equity attributable to shareholders of the company (Notes 4, 22, 27 and 32) Capital stock Ordinary share capital Capital surplus Retained earnings Legal reserve Special reserve (Accumulated profits or losses) Unappropriated earnings Other equity Total shareholders’ equity of the company Non-controlling interests (Notes 4, 22 and 32) Total equity Total liabilities and equity |
December 31,2021 | December 31,2021 | % 16 2 - 1 - 2 - - - - 3 - 6 30 2 16 - 1 - 1 20 50 19 4 - 1 3 ) 1) 20 30 50 100 |
December 31, 2020 (revised and audited) |
December 31, 2020 (revised and audited) |
December 31, 2020 (revised and audited) |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount $ 3,027,142 189,595 - 276,999 1,127,463 135,703 25,675 1,879 17,522 1,331,762 19,128 942,691 38,658 75,296 7,209,513 38,281 513,308 1,352,365 4,114,623 190,351 110,807 412,600 179,197 628,137 23,385 7,563,054 $ 14,772,567 |
Amount $ 2,693,564 178,548 56,706 730,928 1,771,528 95,894 45,598 2,155 16,830 1,904,542 37,719 679,395 277,818 40,777 8,532,002 94,296 342,485 1,040,119 4,118,971 170,637 113,062 424,161 143,103 675,147 23,332 7,145,313 $ 15,677,315 |
Amount $ 2,369,937 199,338 15,070 161,565 8 305,178 1,660 24,051 19,903 - 487,677 - 892,256 4,476,643 335,058 2,364,175 30,356 119,180 25,748 85,202 2,959,719 7,436,362 2,859,057 498,574 14,689 155,982 533,647 ) 100,090) 2,894,565 4,441,640 7,336,205 $ 14,772,567 |
Amount $ 3,157,068 - 790 152,024 1,705 915,880 3,026 24,220 13,783 1,710,199 328,886 65,163 1,261,276 7,634,020 - 2,007,720 31,494 113,453 27,927 4,020 2,184,614 9,818,634 2,859,057 250,109 14,689 155,982 571,686 ) 173,047) 2,535,104 3,323,577 5,858,681 $ 15,677,315 |
% | ||||||||||||||
( ( |
( ( |
( ( |
( ( |
20 - - 1 - 6 - - - 11 2 1 8 49 - 13 - 1 - - 14 63 18 2 - 1 4 ) 1) 16 21 37 100 |
The accompanying notes are an integral part of the consolidated financial statements.
(Please refer to the audit report dated March 30, 2022 of Deloitte and Touche)
Chairperson: Chen, Chi-Ming
Managerial officer: Chen, Chi-Ming
Accounting officer: Tsai, Jyh- Pyng
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Gigastorage Corporation and Subsidiaries Consolidated Comprehensive Income Statement January 1 to December 31, 2021 and 2020
(In thousands of NT$, but earnings per share is in NT$)
| Code 4000 Net operating revenues (Notes 4, 23 and 36) 5000 Operating costs (Notes 10, 24 and 36) 5900 Operating gross profits 5910 Unrealized profits on sales 5950 Realized operating gross profits Operating expenses (Notes 9, 16 and 24) 6100 Marketing expenses 6200 Administration expenses 6300 R&D expenses 6450 Expected credit (reversal gains) impairment losses 6000 Total 6500 Net other income and expenses (Note 38) 6900 Net operating loss Non-operating income and expenses 7100 Interest income (Notes 24 and 36) 7010 Other income (Notes 15, 24, 28 and 36) 7060 Share of profits or losses of affiliates and joint ventures accounted for using the equity method (Notes 4 and 12) 7050 Financial costs (Notes 24 and 36) 7020 Other gains and losses (Notes 13, 16, 19 and 24) 7000 Total 7900 Net loss before tax 7950 Income tax expense (Notes 4 and 25) 8200 Net loss for the year (Continued on next page) |
2021 | % 100 92 8 - 8 3 5 4 - 12 3 1) - 1 - 1 ) 2) 2) 3 ) - 3) |
2020 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount $ 8,347,818 7,683,909 663,909 14,022) 649,887 257,653 435,586 318,943 5,222) 1,006,960 254,805 102,268) 4,261 101,553 1,941 105,281 ) 164,920) 162,446) 264,714 ) 8,943) 273,657) |
Amount $ 9,554,735 8,323,634 1,231,101 29,651) 1,201,450 257,497 432,214 318,379 26,563 1,034,653 409,885) 243,088) 3,347 96,859 293 272,427 ) 82,625) 254,553) 497,641 ) 63,339) 560,980) |
% | ||||||
( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( |
100 87 13 - 13 3 5 3 - 11 4) 2) - 1 - 3 ) 1) 3) 5 ) 1) 6) |
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(Continued from previous page)
| Code Other comprehensive income 8310 Items not to be reclassified as profit or loss: 8311 Remeasurement of defined benefit plan 8316 Unrealized gains or losses on investments in equity instruments measured at fair value through other comprehensive income 8360 Items that may be reclassified subsequently to profit or loss: 8361 Exchange differences on translation of financial statements of foreign operations 8399 Income tax related to items that may be reclassified (Note 25) 8300 Other comprehensive income for the year (net after tax) 8500 Total comprehensive income for the year Net income(loss) attributable to: 8610 Shareholders of the company 8620 Non-controlling interests 8600 Total comprehensive income attributable to: 8710 Shareholders of the company 8720 Non-controlling interests 8700 Earnings per share (Note 26) 9750 Basic 9850 Diluted |
2021 | % - 3 1 ) - 2 1) - 3) 3) 1 2) 1) |
2020 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount $ 344 255,121 65,437 ) 10,908 200,936 $ 72,721) $ 24,796 298,453) $ 273,657) $ 110,745 183,466) $ 72,721) $ 0.09 $ 0.09 |
Amount $ 4,219 ) 71,440 6,552 1,745) 72,028 $ 488,952) $ 535,475 ) 25,505) $ 560,980) $ 491,307 ) 2,355 $ 488,952) $ 2.17) $ 2.17) |
% | ||||||
( ( ( ( ( ( |
( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( |
- 1 - - 1 5) 6 ) - 6) 5 ) - 5) |
The accompanying notes are an integral part of the consolidated financial statements. (Please refer to the audit report dated March 30, 2022 of Deloitte and Touche)
Chairperson: Chen, Chi-Ming Managerial officer: Chen, Chi-Ming Accounting officer: Tsai, Jyh- Pyng
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Gigastorage Corporation and Subsidiaries
Consolidated Statement of Changes in Shareholders’ Equity January 1 to December 31, 2021 and 2020
Units: NTD thousands, unless otherwise stated
| Code A1 Balance as of January 1, 2020 Appropriation and distribution of 2019 earnings B1 Legal reserve B3 Special reserve O1 Cash dividends to shareholders of subsidiaries E1 Cash capital increase N1 Share-based payments C7 Changes in affiliates and joint ventures recognized under the equity method D1 Net loss for 2020 D3 Other comprehensive income for 2020 D5 Total comprehensive income for 2020 H3 Organization restructuring M5 Disposal of equity in subsidiaries (Note 32) M7 Changes in ownership interest in subsidiaries (Notes 22 and 32) Q1 Disposal of equity instruments at fair value through other comprehensive income Z1 Balance as of December 31, 2020 O1 Cash dividends to shareholders of subsidiaries D1 Net income (loss) for 2021 D3 Other comprehensive income for 2021 D5 Total comprehensive income for 2021 M5 Disposal of equity in subsidiaries (Note 32) M7 Changes in ownership interest in subsidiaries (Notes 22 and 32) N1 Subsidiary share based payment transactions C7 Changes in affiliates and joint ventures recognized under the equity method Q1 Disposal of equity instruments at fair value through other comprehensive income Z1 Balance as of December 31, 2021 |
Equityattributable to shareholders of the company | Equityattributable to shareholders of the company | Equityattributable to shareholders of the company | Equityattributable to shareholders of the company | Total $ 2,181,943 - - - 676,503 1,432 1,935 535,475 ) 44,168 491,307) 6,659 ) 45,227 126,030 - 2,535,104 - 24,796 85,949 110,745 26,524 205,117 16,545 530 - $ 2,894,565 |
Non-controlling interests $ 2,816,926 - - 65,011 ) - - 1,759 25,505 ) 27,860 2,355 6,659 245,210 315,679 - 3,323,577 77,887 ) 298,453 ) 114,987 183,466) 17,628 1,323,945 24,412 13,431 - $ 4,441,640 |
Total equity | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital | stock Amount $ 2,059,057 - - - 800,000 - - - - - - - - - 2,859,057 - - - - - - - - - $ 2,859,057 |
Capital surplus $ 211,927 - - - 117,249 ) 1,432 1,935 - - - - 26,034 126,030 - 250,109 - - - - 26,481 204,909 16,545 530 - $ 498,574 |
Retained earnings | Unappropriated earnings (Accumulated profits or losses) $ 146,887 ( 14,689 ) ( 132,198 ) - ( 6,248 ) - - ( 535,475 ) ( 2,069) ( 537,544) ( 6,659 ) - - ( 21,235) ( 571,686 ) - 24,796 ( 1,025) 23,771 - - - - 14,268 ($ 533,647) |
Other equity Unrealized gains (losses) on financial Exchange differences assets at fair value on translation of through other financial statements of comprehensive foreign operations income ( $ 114,115 ) ( $ 145,597 ) - - - - - - - - - - - - - - 1,533 44,704 1,533 44,704 - - 15,258 3,935 - - - 21,235 ( 97,324 ) ( 75,723 ) - - - - ( 25,841) 112,815 ( 25,841) 112,815 152 ( 109 ) 208 - - - - - - ( 14,268) ($ 122,805) $ 22,715 |
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| Exchange differences on translation of financial statements of foreign operations ( $ 114,115 ) - - - - - - - 1,533 1,533 - 15,258 - - ( 97,324 ) - - ( 25,841) ( 25,841) 152 208 - - - ($ 122,805) |
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| Legal reserve $ - 14,689 - - - - - - - - - - - - 14,689 - - - - - - - - - $ 14,689 |
Special reserve $ 23,784 - 132,198 - - - - - - - - - - - 155,982 - - - - - - - - - $ 155,982 |
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| Number of shares (in thousands) 205,906 - - - 80,000 - - - - - - - - - 285,906 - - - - - - - - - 285,906 |
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( |
( ( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( |
( ( ( ( |
( ( ( |
( ( ( ( ( |
( ( ( ( ( ( |
$ 4,998,869 - - 65,011 ) 676,503 1,432 3,694 560,980 ) 72,028 488,952) - 290,437 441,709 - 5,858,681 77,887 ) 273,657 ) 200,936 72,721) 44,152 1,529,062 40,957 13,961 - $ 7,336,205 |
The accompanying notes are an integral part of the consolidated financial statements.
(Please refer to the audit report dated March 30, 2022 of Deloitte and Touche)
Chairperson: Chen, Chi-Ming
Managerial officer: Chen, Chi-Ming
Accounting officer: Tsai, Jyh- Pyng
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Gigastorage Corporation and Subsidiaries
Consolidated Cash Flow Statement
January 1 to December 31, 2021 and 2020
Unit: NTD thousands
| Code Cash flow from operating activities: A10000 Net loss before tax for the year A20000 Adjustments: A20010 Income or expenses having no effect on cash flows A20100 Depreciation expense A20200 Amortization expense (including amortization of other non-current assets) A20300 Expected credit (reversal gains) impairment losses A20400 Net gain (loss) on financial assets and liabilities at fair value through profit or loss A20900 Financial costs A21200 Interest income A21300 Dividend income A21900 Share-based remuneration costs A22300 Share of affiliates and joint ventures accounted for using the equity method A22500 Loss on disposal and scrapping of property, plant and equipment A23100 Loss on disposal of investment A23200 Loss on disposal of investment accounted for using the equity method A23700 Impairment loss on non-financial assets A23800 Loss on decline in value of inventories (reversal gain) A23900 Unrealized profits in affiliated companies A24100 Unrealized foreign currency exchange loss A24200 Loss (gain) on buyback or redemption of corporate bonds A29900 Compensation loss from expected litigation loss (gain from reversal) (Note 38) A29900 Contingent Consideration Income |
2021 ( $ 264,714 ) 318,478 12,190 ( 5,222 ) ( 3,171 ) 105,281 ( 4,261 ) ( 2,107 ) 40,957 ( 1,941 ) 30,129 9 - 147 13,702 14,022 44,791 24,861 ( 254,805 ) - |
2020 |
|---|---|---|
| ( $ 497,641 ) 310,427 12,365 26,563 3,750 272,427 ( 3,347 ) ( 1,008 ) 1,432 ( 293 ) 4,127 - 444 54,028 ( 23,657 ) 29,651 88,691 ( 444 ) 409,885 ( 20,549 ) |
(Continued on next page)
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| Code A30000 Net changes in assets/liabilities related to operating activities. A31125 Contract assets A31130 Notes receivables A31150 Accounts receivables A31160 Accounts receivable – related party A31180 Other receivables A31190 Other receivables – related party A31200 Inventories A31230 Prepayments A31240 Other current assets A32130 Notes payable A32150 Accounts payable A32160 Accounts payable – related party A32180 Other payables A32190 Other payables – related party A32230 Other current liabilities A32240 Net defined benefit liabilities A33000 Cash inflow from operating activities A33100 Interests received A33500 Income tax paid AAAA Net cash inflow from operating activities Cash flow from investment activities: B00010 Acquisition of financial assets measured at fair value through other comprehensive income B00020 Disposal of financial assets measured at fair value through other comprehensive income B00100 Acquisition of Financial assets at fair value through profit or loss B00200 Disposal of Financial assets at fair value through profit or loss B01800 Acquisition of investment accounted for using the equity method B02000 Increase in prepayments for investments B02700 Acquisition of property, plant and equipment B02800 Proceeds from disposal of property, plant and equipment B03700 Decrease (increase) in refundable deposits B04500 Acquisition of intangible assets B05000 Cash inflow from merger B06600 Decrease (increase) in other financial assets B06800 Decrease (increase) in other non-current assets B07600 Dividends received BBBB Net cash outflow from investment activities |
2021 $ 11,047 ) 453,929 662,481 39,809 ) 19,934 276 72,561 263,296 ) 11,434 ) 120 ) 9,443 1,697 ) 353,243 ) 1,366 ) 117,497 1,835) 720,620 4,263 36,128) 688,755 5,000 ) 89,149 - 115,892 265,350 ) - 749,147 ) 12,364 405,700 597 ) - 34,572 ) 13,075 18,600 399,886) |
2020 | ||
|---|---|---|---|---|
| ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( |
$ 126,873 730,157 586,426 ) 54,860 ) 13,511 16,073 ) 356,520 97,447 10,598 ) 15,365 ) 11,703 ) 937 63,456 11,229 ) 102,974 608) 1,451,864 3,629 82,970) 1,372,523 3,816 ) 12,177 249,489 ) 352,051 107,901 ) 62,152 ) 96,835 ) 9,709 495,140 ) 650 ) 60,245 193,054 288,815 ) 1,008 676,554) |
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| Code Cash flow from financing activities: C00200 Increase (decrease) in short-term borrowings C00500 Increase in short-term notes and bills payable C01300 Repayment of corporate bonds C01600 Borrowing of long-term loans C01700 Repayment of long-term loans C01900 Decrease in other borrowings C03100 Increase (decrease) in guarantee deposits received C04020 Repayment of lease principal C04600 Cash capital increase C05500 Disposal of equity in subsidiaries (Note 32) C05600 Interests paid C05800 Payment of cash dividends from non-controlling interests C05800 Change in non-controlling interests (Note 32) C09900 Other financing activities CCCC Net cash inflow (outflow) from financing activities DDDD Effect of exchange rate changes on cash and cash equivalents EEEE Net increase (decrease) in cash and cash equivalents E00100 Balance of cash and cash equivalents at the beginning of the year E00200 Balance of cash and cash equivalents at the end of the year |
2021 $ 772,928 ) 199,315 1,472,065 ) 1,227,105 537,985 ) - 81,182 11,538 ) - 44,152 108,710 ) 77,887 ) 1,524,265 4,951) 89,955 45,246) 333,578 2,693,564 $ 3,027,142 |
2020 | ||
|---|---|---|---|---|
| ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( |
$ 355,394 - 1,358,908 ) 326,840 249,498 ) 563 ) 952 ) 11,484 ) 676,503 290,437 100,486 ) 65,011 ) - 1,222 136,506) 49,555) 509,908 2,183,656 $ 2,693,564 |
The accompanying notes are an integral part of the consolidated financial statements. (Please refer to the audit report dated March 30, 2022 of Deloitte and Touche)
Managerial officer: Chen, Chi-Ming Accounting officer:Tsai, Jyh- Pyng
Chairperson: Chen, Chi-Ming
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Gigastorage Corporation and Subsidiaries
Notes to Consolidated Financial Statements
January 1 to December 31, 2021 and 2020
(Units: NTD thousands, unless otherwise stated)
1. Company History
- Gigastorage Corporation (hereinafter referred to as the “Company”) was established on March 26, 1997 and began operations on December 1, 1997. The Company is engaged in the manufacturing of computers and peripherals, international trade, manufacturing and reproduction of data storage media, manufacturing and trading of electronic materials, components and silicon wafers, energy technology services, and non-public power generation. The Company’s shares are listed and traded on Taiwan Stock Exchange.
The consolidated financial statements are presented in NTD, the functional currency of the Company.
The Company and its subsidiaries are hereinafter collectively referred to as the Consolidated Company.
-
Date and Procedures for Approval of Consolidated Financial Statements
-
The consolidated financial statements were approved by the board meeting on March 28, 2022.
3. Application of New and Revised Standards and Interpretation
- (1) First-time application of International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IAS”), Interpretations (“IFRICs”) and Interpretations (“SICs”) (hereinafter referred to as “IFRSs”) endorsed by the Financial Supervisory Commission (“FSC”) and issued to be effective The adoption of the IFRSs endorsed and issued into effect by the FSC will not result in significant changes in the Consolidated Company’s accounting policies.
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- (2) IFRSs endorsed by the FSC in 2022.
| IFRSs endorsed by the FSC in 2022. | |
|---|---|
| New, Revised or Amended Standards and Interpretations “Annual improvement of IFRSs 2018-2020” Amendment to IFRS 3 “Reference to Conceptual Frameworks” Amendment to IAS 16 “Property, plant and equipment: price before reaching the intended state of use” Amendment to IAS 37 “Onerous Contracts – Cost of Performing Contracts.” |
Effective date of IASB publication |
| January 1, 2022 (Note 1) January 1, 2022 (Note 2) January 1, 2022 (Note 3) January 1, 2022 (Note 4) |
-
Note 1: Amendments to IFRS 9 apply to exchanges or modification of terms of financial liabilities in annual reporting periods after 1 January 2022; amendments to IAS 41 “Agriculture” apply to fair value measurements in annual reporting periods after 1 January 2022; amendments to IFRS 1 “First application of IFRSs” apply retrospectively to annual reporting periods after 1 January 2022.
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Note 2: This amendment applies to business mergers for which the acquisition date falls within the annual reporting period after January 1, 2022.
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Note 3: This amendment applies to plant, property and equipment that begins to operate in the manner such as location and condition expected by management after January 1, 2021.
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Note 4: This amendment applies to contracts with unfulfilled obligations as of January 1, 2022.
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Amendment to IAS 16 “Property, plant and equipment: price before reaching the intended state of use”
-
The amendment provides that the sale price of output items of property, plant and equipment produced to bring them to the location and condition necessary to meet management’s expectations for the manner in which they will be operated is not appropriate as a deduction to the cost of those assets. The above-mentioned output items shall be measured according to IAS 2 “Inventory,” and the sales price and cost shall be recognized in profit or loss according to the applicable standards.
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The amendment applies to plant, property and equipment in the location and condition necessary to achieve management’s intended mode of operation after January 1, 2021, and the information of the comparative period shall be restated when the amendment is first applied by the Consolidated Company.
In addition to the above impacts, the Consolidated Company will continue to evaluate the effect of the amendment to other IFRSs on the financial positions and performance of the Consolidated Company to the date the consolidated financial statements are approved and released, and will make appropriate disclosure after the evaluation.
- (3) The IFRSs released by the IASB but not yet endorsed and issued for implementation by the FSC
| by the FSC | |
|---|---|
| New, Revised or Amended Standards and Interpretations Amendment to IFRS 10 and IAS 28, “Sale or Contribution of Assets between an Investor and its Affiliate or Joint Venture.” IFRS 17 “Insurance Contracts” Amendment to IFRS 17 Amendment to IAS 1 “Classification of Liabilities as Current or Noncurrent” Amendment to IAS 1 “Disclosure of Accounting Policies.” Amendment to IAS 8 “Definition of Accounting Estimates.” Amendment to IAS 12 “Deferred income tax relating to assets and liabilities arising from a single transaction” |
Effective date of IASB publication(Note 1) |
| Undecided January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2023 (Note 2) January 1, 2023 (Note 3) January 1, 2023 (Note 4) |
Note 1: Unless otherwise stated, the aforementioned new/amended/revised standards
or interpretation
are effective for annual reporting periods beginning after the respective dates.
-
Note 2: This amendment will be applicable for annual reporting periods beginning after January 1, 2023.
-
Note 3: This amendment applies to changes in accounting estimates and changes in accounting policies that occur in annual reporting periods beginning after January 1, 2023.
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Note 4: Other than the recognition of deferred tax on temporary differences in lease and decommissioning obligations on January 1, 2022, the amendment applies to transactions occurring after January 1, 2022.
-
Amendment to IFRS 10 and IAS 28, “Sale or Contribution of Assets between an Investor and its Affiliate or Joint Venture.”
-
The amendment provides that if the Consolidated Company sells or contributes an asset to an affiliate (or joint venture), or if the Consolidated Company loses control of a subsidiary but retains significant influence (or joint control) over the subsidiary, the Consolidated Company shall recognize all of the gains or losses from such transactions if the aforementioned asset or subsidiary meets the definition of “business” in “business merger” under IFRS 3.
-
In addition, if the Consolidated Company sells or contributes an asset to an affiliate (or joint venture), or if the Consolidated Company loses control of a subsidiary but retains significant influence (or joint control) over the subsidiary, the Consolidated Company shall recognize gains and losses from such transactions only to the extent that they are not related to the investor’s interest in the affiliate (or joint venture), i.e. they are eliminated to the extent of the Consolidated Company’s share of such gains and losses if the aforementioned asset or subsidiary does not meet the definition of “business” in “business merger” under IFRS 3.
-
Amendment to IAS 1 “Classification of Liabilities as Current or Noncurrent” The amendment aims to clarify whether a liability is classified as non-current; the Consolidated Company should assess whether it has the right to defer settlement at the end of the reporting period for at least 12 months after the reporting period. If the Consolidated Company has such a right as of the end of the reporting period, the liability is classified as non-current whether or not the Consolidated Company exercises its right to defer settlement of a liability. The amendment aims to clarify if the Consolidated Company is required to comply with certain conditions in order to have the right to defer settlement of a liability. The Consolidated Company must have complied with specific conditions as of the end of the reporting period, even if the lender tests whether the Consolidated Company has complied with those conditions at a later date. The amendment provides the purpose to clarify that settlement refers to the transfer to the counterparty of cash, other economic resources or equity
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instruments of the Consolidated Company that results in the extinguishment of the liability. However, if the terms of the liability may result in transferring the Consolidated Company’s equity instruments at the option of the counterparty, and if the option is separately recognized in equity in accordance with IAS 32, “Financial Instruments: Presentation,” the above-mentioned provisions do not affect the classification of the liability.
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Amendment to IAS 1 “Disclosure of Accounting Policies.”
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The amendment specifies that the Consolidated Company shall determine the material accounting policy information to be disclosed based on the definition of materiality. Accounting policy information is considered material if it could reasonably be expected to affect the decisions of the primary users of the general-purpose financial statements based on those financial statements. The amendment also clarifies:
-
Accounting policy information related to immaterial transactions, other events or circumstances is immaterial and the Consolidated Company is not required to disclose such information.
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The Consolidated Company may determine that related accounting policy information is material because of the nature of the transactions, other events or circumstances, even if the amount is not material.
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Not all accounting policy information related to significant transactions, other events or circumstances is material.
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In addition, the amendment provides examples of accounting policy information that may be material if it relates to significant transactions, other events or circumstances and under the following circumstances, the information may be material:
-
(1) A change in the Consolidated Company’s accounting policy during the reporting period that results in a material change in financial statement information;
-
(2) The Consolidated Company selects applicable accounting policies from among the options permitted by the standards;
-
(3) Due to the lack of specific standards, the Consolidated Company establishes accounting policies in accordance with IAS 8 “Accounting Policies, Changes and Errors in Accounting Estimates”;
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(4) The Consolidated Company discloses the relevant accounting policies that require the application of significant judgments or assumptions; or
-
(5) that it involves complex accounting requirements when users of financial statements rely on such information to understand such significant transactions, other events or circumstances.
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Amendment to IAS 8 “Definition of Accounting Estimates.” The amendment explicitly specifies that accounting estimate represents the monetary amounts in the financial statements that are subject to measurement uncertainty. In applying accounting policies, the Consolidated Company may need to measure financial statement items using monetary amounts that are not directly observable but must be estimated, and therefore measurement techniques and input values are required to create accounting estimates for this purpose. The effect of changes in measurement techniques or input values on accounting estimates that are not corrections of prior period errors are accounted for as changes in accounting estimates.
In addition to the above effects, the Consolidated Company will continue to evaluate the effect of the amendment to other IFRSs on the financial positions and performance of the Consolidated Company to the date the consolidated financial statements are approved and released, and will make appropriate disclosure after the evaluation.
4. Summary of Significant Accounting Policies
- (1) Compliance Statement
The consolidated financial statements are prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs approved and published by the FSC.
- (2) Basis of preparation
The consolidated financial statements were prepared in accordance with the Regulations Governing the Preparation of Financial Statements by Securities Issuers. The evaluation of fair value could be classified into Level 1 to Level 3 by the observable intensity and importance of the related input value:
- Level 1 input value: refers to the quotation of the same asset or liability in an active market as of the evaluation (before adjustment).
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Level 2 input value: refers to the direct (the price) or indirect (inference of price) observable input value of asset or liability further to the quotation of Level 1.
-
Level 3 input value: the unobservable input value of asset or liability.
-
(3) Standards in differentiating current and noncurrent assets and liabilities
-
Current assets include:
-
Assets held primarily for trading purposes;
-
Assets expected to be realized within 12 months of the balance sheet date; and
-
Cash and cash equivalents (excluding restricted cash and cash equivalents and those that are to be exchanged or used to pay off liabilities more than twelve months after the balance sheet date).
Current liabilities include:
-
Liabilities held primarily for trading purposes;
-
Liabilities due for settlement within 12 months after the balance sheet date (current liabilities even if a long-term refinancing or rescheduling agreement is completed after the balance sheet date and before the financial statements are authorized for issuance), and
-
Liabilities whose settlement deadline cannot be unconditionally deferred until at least 12 months after the balance sheet date. If the terms of the liability, at the option of the counterparty, result in the settlement of the liability by the issuance of equity instruments, the classification is not affected.
Those that are not current assets or liabilities above are classified as noncurrent assets or liabilities.
- (4) Basis of consolidation
Principles for the Preparation of Consolidated Statements
The consolidated financial statements include the financial statements of the Company and entities controlled by the Company (subsidiaries). The consolidated comprehensive income statements include the operating profits or losses of the acquired or disposed subsidiaries for the period from the date of acquisition or up to the date of disposal. The subsidiaries’ financial statements have been properly adjusted to make the accounting policies consistent with the accounting policies of the Consolidated Company. In preparing the consolidated financial statements, all inter-company transactions, account balances, gains and losses have been eliminated.
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The total comprehensive income of the subsidiaries is attributable to shareholders of the Company and non-controlling interests, even if the non-controlling interests become a loss balance as a result.
When a change in the Consolidated Company’s ownership interest in a subsidiary does not result in a loss of control, it is treated as an equity transaction. The carrying amounts of the Consolidated Company and non-controlling interests have been adjusted to reflect the changes in their relative interests in subsidiaries. The difference between the adjustment of the non-controlling interests and the fair value of the consideration paid or received is recognized directly in equity attributable to shareholders of the Company.
When the Consolidated Company loses control over a subsidiary, the gain or loss on disposal is the difference between (1) the aggregate of the fair value of the consideration received and the fair value of the remaining investment in the subsidiary at the date of loss of control, and (2) the aggregate of the assets (including goodwill) and liabilities and non-controlling interests of the subsidiary at the carrying amount at the date of loss of control. All amounts recognized in other comprehensive income related to the subsidiary are accounted for on the same basis as if the Consolidated Company had directly disposed of the related assets or liabilities.
Subsidiaries Included in Consolidated Financial Statements
Entities covered by the consolidated financial statements are as follows:
| Investor name The Company. Wafering Technology Corporation Giga Solar Materials Corporation |
Subsidiaryname Global Acetech Co., Ltd.(Note 12) Giga Solar Materials Corporation (Notes 5 and 6) Ho Mi Specialty Materials Corporation Wafering Technology Corporation Giga Solar Materials Corporation (Notes 5 and 6) Giga Diamond Materials Corporation (Notes 1, 10 and 11) Green Energy Electrode, Inc. (Notes 1) Giga Solar Materials Corporation (Mauritius) Whole Sun Green Power Co., Ltd. Giga Diamond Materials Corporation (Notes 1, 10 and 11) |
Principal business Solar Energy Related Business Precision chemical materials, industrial plastic products Precision chemical materials Solar Energy Related Business Precision chemical materials, industrial plastic products Manufacturing of metal wire products, manufacturing of electronic components, trading and other related businesses Manufacturing and trading of energy materials General investment Solar Energy Related Business Manufacturing of metal wire products, manufacturing of electronic components, trading and other related businesses |
Shareholding percentage | Shareholding percentage |
|---|---|---|---|---|
| December 31, 2021 99.99% 39.15% 92.57% 100.00% 0.66% 0.03% 48.39% 100.00% 100.00% 32.05% |
December 31, 2020 |
|||
| 99.99% 45.13% 92.57% 100.00% 1.04% 0.04% 50.39% 100.00% 100.00% 36.67% |
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| Investor name Giga Solar Materials Corporation Prosperous China Inc. Green Energy Electrode Inc. Green Energy Electrode, Inc.(Samoa) Giga Solar Materials Corporation (Mauritius) Whole Sun Green Power Co., Ltd. Wisdom Field Limited (Samoa) Merchant Energy PTE., Ltd. Giga Diamond Materials Corporation Giga Diamond Materials Corporation (Seychelles) |
Subsidiaryname Prosperous China Inc. (Note 7) Nantong Exojet Technology Co., Ltd. (Note 7) Shanghai Exojet Electronic Materials Co., Ltd. (Note 7) Green Energy Electrode, Inc.(Samoa) Yancheng Green Energy Electrode Crop. (Note 8) Suzhou Giga Solar Materials Corporation Yancheng Giga Solar Materials Corporation Eiwa Electric Power Co., Inc. Wisdom Field Limited (Samoa) Godo Kaisha Best Solar Godo Kaisha Chiba 1(Note 9) Preparatory Office of Whole Sun No.2 Co., Ltd. (Note 3) Godo Kaisha Merchant Energy NO.8 Merchant Energy PTE., Ltd. Sunshine Solar Power Generation Co., Inc.(Note 4) Giga Diamond Materials Corporation (Seychelles) Hua Hsu Optotech Co., Ltd. (Note 10) Yancheng Giga Diamond Materials Corporation |
Principal business General investment Manufacturing and sales of thick film materials for passive components Manufacturing and sales of thick film materials for passive components General investment Lithium battery material manufacturing, research and development, and lithium-ion battery technology development and consulting services Photovoltaic process testing and technical services, etc. Photovoltaic process testing and technical services, etc. Solar Energy Related Business General investment Solar Energy Related Business Solar Energy Related Business Solar Energy Related Business Solar Energy Related Business General investment Solar Energy Related Business General investment Wafer surface treatment, silicon processing, silicon materials for solar energy, OEM business, etc. Manufacturing and sale of wire materials, etc. |
Shareholding percentage | Shareholding percentage |
|---|---|---|---|---|
| December 31, 2021 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% (Note 2) (Note 2) -(Note 2) 87.65% 39.93% 100.00% 100.00% 100.00% |
December 31, 2020 |
|||
| 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% (Note 2) (Note 2) -(Note 2) 87.65% 39.93% 100.00% 51.85% 100.00% |
The significant changes in consolidated entities are described below:
-
Note 1: Although the Consolidated Company does not hold more than 50% of the voting rights in Green Energy Electrode Inc. and Giga Diamond Materials Corporation, the Consolidated Company included them in the consolidated entities after considering the absolute number, relative size and distribution of voting rights held by other shareholders and judging that the Consolidated Company has the substantial ability to direct the relevant activities of the entities.
-
Note 2: Whole Sun Green Power Co., Ltd. invested in Godo Kaisha Best Solar, Godo Kaisha Chiba 1 and Godo Kaisha Merchant Energy No.8 under the TK-GK structure of Japan; although not holding voting rights, the economic beneficial rights granted to the Consolidated Company according
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to the contracts are 95%, 100% and 100% respectively, and the Consolidated Company was given the right to be consulted in advance for major decisions. Therefore, they are included in the consolidated entities.
Note 3:
Whole Sun Green Power Co., Ltd. set up its preparatory office of Whole Sun No.2 Co., Ltd. in August 2017 and made a share capital payment of NT$$2,500 thousand, The new entity is still in the preparatory stage and has not yet completed establishment, and the share capital payment was fully returned in February 2020.
Note 4: Although the Consolidated Company does not hold more than 50% of the voting rights in Sunshine Solar Power Generation Co., Inc., but has the significant economic benefit interest and it is therefore included in the consolidated entities.
-
Note 5: On June 30, 2020, the board meeting of the subsidiary, Giga Solar Materials Corporation resolved to exchange 22.1 ordinary shares of the subsidiary, Exojet Technology Corporation for each ordinary share of Giga Solar Materials Corporation in order to integrate resources, optimize resource allocation under the sharing of management, technology, talents and resources, enhance overall operational efficiency, and focus on the development and application of new products. 2,208 thousand rights shares were issued with a par value of NT$10 per share for a capital increase of NT$22,080 thousand. The case was declared effective on November 23, 2020 and December 10, 2020 by the Financial Supervisory Commission and the Investment Committee of the Ministry of Economic Affairs respectively. The book-close date of the merger was set as December 25, 2020.
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Note 6: The Company and its subsidiaries sold a total of 3,468,000 shares of Giga Solar Materials Corporation from January to December 2020, and the consolidated shareholding decreased from 53.21% to 46.17% because of the capital increase of Giga Solar Materials Corporation on December 25, 2020. A total of 206,000 shares of Giga Solar Materials Corporation were sold from January to December 2021. Due to the capital increase of the subsidiary on June 29, 2021, the consolidated shareholding ratio decreased from 46.17% to 39.81%. Since the remaining shareholdings are widely dispersed, it is assessed that the Company still has control over Giga Solar
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Materials Corporation, considering the absolute number, relative size and distribution of voting rights held by other shareholders.
-
Note 7: The subsidiary Giga Solar Materials Corporation acquired its reinvestment businesses Haimen Exojet Technology Corporation and Changhua Co., Ltd. and its subsidiary Shanghai Exojet Technology Corporation due to the merger of Exojet Technology Corporation on December 25, 2020. Haimen Exojet Technology Corporation completed the change registration on April 22, 2021 and was renamed Nantong Exojet Technology Co., Ltd.
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Note 8: Green Energy Electrode Inc. invested US$3.5 million in Yancheng Green Energy Electrode Crop. with the self-owned funds of Green Energy Electrode Inc.(Samoa) as an investment enterprise in the third region approved by the Investment Committee of the Ministry of Economic Affairs in April 2021, and the investment has completed.
-
Note 9: On July 6, 2021, the board meeting of Whole Sun Green Power Co., Ltd. decided to increase the investment in Godo Kaisha Chiba 1. The investment amount was JPY80 million, and the investment has been completed.
-
Note 10: On July 29, 2021, the board meeting of Giga Diamond Materials Corporation decided that in order to strengthen the closer operation with Hua Hsu Optotec Co., Ltd. to improve synergy, it planned to issue new shares and pay cash to the shareholders of Hua Hsu Optotec Co., Ltd. for share conversion, and acquire 100% of the shares of Hua Hsu Optotec Co., Ltd. The book-close date was October 1, 2021, and the registration of changes was completed on October 25, 2021. After the share conversion, the Company’s shareholding ratio of Giga Diamond Materials Corporation decreased from 35.35% to 32.08%.
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Note 11: In October 2021 and December 2021, the board meeting of Giga Diamond Materials Corporation resolved to reduce its capital to make up for losses and issue new shares. The book-close dates for capital reduction and capital increase were January 13, 2022 and February 23, 2022 respectively, and the Company’s shareholding ratio increased from 32.08% to 34.72% after the capital decrease and increase.
-
Note 12: Global Acetech Co., Ltd. reduced its capital by THB 32,500 thousand in cash on September 1, 2021.
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(5) Business merger
Business merger is accounted for by the acquisition method. Acquisition-related costs are recognized as expenses in the year in which the costs are incurred and the labor services are obtained.
Goodwill is measured as the aggregate of the fair value of the transfer consideration, amount of non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree at the acquisition date over the net amount of the identifiable assets acquired and liabilities assumed at the date acquisition date.
The non-controlling interest in the acquiree that has a current ownership interest in the acquiree and is entitled to a proportionate share of the acquiree’s net assets upon liquidation is measured as its proportionate share of the recognized amount of the acquiree’s identifiable net assets. Other non-controlling interests are measured at fair value.
When the consideration transferred by the Consolidated Company in a business merger includes assets or liabilities arising from a contingent consideration agreement, the contingent consideration is measured at fair value at the acquisition date and is paid as part of the consideration transferred in exchange for the acquiree. Changes in the fair value of the contingent consideration are adjusted retroactively to the acquisition cost with a corresponding adjustment to goodwill if the change is a measurement period adjustment. Measurement period adjustments are adjustments resulting from obtaining additional information on facts and circumstances existing at the date of acquisition during the “measurement period” (which shall not exceed one year from the date of acquisition).
The subsequent treatment of changes in the fair value of contingent consideration that are not measurement period adjustments will depend on the classification of the contingent consideration. Contingent consideration is measured at fair value on subsequent balance sheet dates, with changes in fair value recognized in profit or loss.
If the measurement of the identifiable assets acquired and liabilities assumed as a result of a business merger is not yet complete, a provisional amount is recognized at the balance sheet date, and retroactive adjustments or additional assets or liabilities are recognized in the measurement period to reflect new information obtained about facts and circumstances existing at the date of acquisition.
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(6) Foreign currency
When each entity prepares its financial report, transactions in currencies other than the entity’s functional currency (foreign currency) shall be converted into functional currency records according to the exchange rate on the transaction date.
Foreign currency monetary items are translated at the closing rate on each balance sheet date. The exchange differences arising from the settlement of monetary items or translating monetary items are recognized in profit or loss in the period in which they occur.
The foreign non-currency items measured at fair value are translated in accordance with the exchange rate on the fair value determination date and the exchange difference is booked as profit or loss in the period. However, for the changes in fair value recognized in other comprehensive income, the exchange difference is recorded in other comprehensive income.
The foreign non-currency items measured at historical cost are translated in accordance with the exchange rate on the transaction date without the need for a retranslation.
Upon preparation of the consolidated financial reports, the assets and liabilities of overseas operating institutions (including the subsidiaries or affiliates in the countries of business operation or those using currencies different from the Company’s) were converted to New Taiwan dollars based on the exchange rate quoted on every balance sheet date. Income and expense items are translated at the average exchange rate for the period and the exchange differences are booked in other comprehensive income and attributed to shareholders’ equity and non-controlling interests of the Company, respectively.
(7) Inventories
Inventory includes raw materials, supplies, finished goods and work-in-process. Inventory is valued in accordance with the lower of cost or net realizable value. When comparing cost and net realizable value, except for the homogeneous inventories, it is based on the itemized lower of cost or net realizable value. Net realizable value refers to the estimated sale price under normal circumstances net of the estimated cost needed to completion and the estimated expenses needed to consummate the sale. The cost of inventory is calculated using the weighted average method.
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- (8) Investments in affiliates and joint ventures
The term “affiliate” as set forth herein denotes an enterprise which has significant effect upon the Consolidated Company but is not a subsidiary or a joint venture. A joint venture is a joint agreement between the Consolidated Company and another company with joint control and rights to the net assets.
The Consolidated Company adopts the equity method for investment in affiliates. Under the equity method, investments in affiliates and joint ventures are originally recognized at cost; the book value after the acquisition date fluctuates along with the distribution of profit or loss from the affiliates and joint ventures and other comprehensive income by the Consolidated Company. In addition, changes in equity in affiliated companies and joint ventures are recognized on a proportional basis to shareholdings.
The excess of the acquisition cost over the Consolidated Company’s share of the net fair value of the identifiable assets and liabilities of the affiliates and joint ventures at the acquisition date is recorded as goodwill, which is included in the carrying amount of the investment and is not amortized; the excess of the Consolidated Company’s share of the net fair value of the identifiable assets and liabilities of the affiliates and joint ventures at the acquisition date over the acquisition cost is recorded as gain or loss for the period.
If the Consolidated Company does not subscribe for new shares of an affiliate or joint venture in proportion to its shareholding, resulting in a change in the Consolidated Company’s shareholding and an increase or decrease in the net equity of the investment, the increase or decrease is adjusted to capital surplus – change in net worth in affiliates and joint ventures accounted for using the equity method and investments accounted for using the equity method. However, if the ownership interest in an affiliate or joint venture is reduced as a result of subscription or acquisition without proportionate shareholding, the amount recognized in other comprehensive income related to the affiliate or joint venture is reclassified in proportion to the reduction on the same basis as that required for the direct disposal of the related assets or liabilities of the affiliate or joint venture; if the former adjustment is charged to capital surplus and the balance of capital surplus from investments accounted for using the equity method is insufficient, the difference is charged to retained earnings.
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When the Consolidated Company’s share of losses in an affiliate or joint venture equals or exceeds its equity interest in the affiliate (including the carrying amount of the affiliate or joint venture under the equity method and other long-term equity interests that are in substance a component of the Consolidated Company’s net investment in the affiliate), the Consolidated Company shall cease to recognize further losses. The Consolidated Company recognizes additional losses and liabilities only to the extent that legal obligations, constructive obligations or payments on behalf of affiliates have been incurred.
The Consolidated Company assesses impairment by comparing the recoverable amount to the carrying amount of an investment as a whole (including goodwill) as a single asset. The impairment loss recognized is not allocated to any asset, including goodwill that forms part of the carrying amount of the investment. Any reversal of impairment loss can be recognized to the extent that the recoverable amount of the investment subsequently increases.
The Consolidated Company ceases to adopt the equity method from the date its investment ceases to be an affiliate or joint venture, and its retained equity interest in the affiliate or joint venture is measured at fair value. The difference between the fair value and the disposal price and the carrying amount of the investment on the date of cessation of the equity method is recognized in profit or loss for the period. In addition, all amounts recognized in other comprehensive income related to the affiliate and joint venture are accounted for on the same basis as if the Consolidated Company had directly disposed of the related assets or liabilities and joint ventures. If an investment in affiliates and joint ventures becomes a joint venture or an investment in joint venture becomes an investment in affiliates and joint ventures, the Consolidated Company continues to use the equity method without remeasuring the retained equity interest.
Gains or losses from upstream, downstream and side-stream transactions with affiliates and joint ventures are recognized in the consolidated financial statements only to the extent that they are not related to the Consolidated Company’s equity interest in the affiliates and joint ventures
- (9) Property, plant and equipment
Property, plant, and equipment shall be recognized based on cost. Subsequent costing shall be measured on the cost net of accumulated depreciations and accumulated impairments.
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Except for owned land, which is not depreciated, other property, plant and equipment are depreciated separately over their useful lives on a straight-line basis for each significant component. The Consolidated Company reviews the estimated useful lives, residual values and depreciation methods at least at the end of each year and defers the effect of changes in applicable accounting estimates.
When property, plant and equipment is derecognized, the difference between the net disposal price and the carrying amount of the asset is recognized in profit or loss. (10) Investment property Investment property refers to real estate held for the purpose of earning rent or capital appreciation or both. Investment property also includes land held for future use that is currently undetermined.
Self-owned investment property is initially measured at cost (including transaction costs) and subsequently measured at cost less accumulated depreciation and accumulated impairment losses.
Investment property is depreciated on a straight-line basis.
When investment property is derecognized, the difference between the net disposal price and the carrying amount of the asset is recognized in profit or loss.
- (11) Goodwill Goodwill acquired through a business merger is measured at cost based on the amount of goodwill recognized on the acquisition date and subsequently measured at cost less accumulated impairment.
For purposes of impairment tests, goodwill is allocated to each cash-generating unit or group of cash-generating units from which the Consolidated Company expects to benefit as a result of the merger.
The cash-generating units to which goodwill is allocated are tested annually (and whenever there is an indication that the units may be impaired) for impairment by comparing the carrying amount of the units that contain goodwill with their recoverable amounts. If goodwill allocated to a cash-generating unit arises from a business merger during the year, the unit should be tested for impairment before the end of the year. If the recoverable amount of a cash-generating unit to which goodwill is allocated is less than its carrying amount, the impairment loss is calculated by first reducing the carrying amount of the allocated goodwill of the cash-generating unit and then reducing the carrying amount of each asset in proportion to the carrying amount of the other assets in the unit. Any impairment loss
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is recognized directly as loss for the period. Impairment losses attributable to goodwill must not be reversed in subsequent periods.
Upon disposal of an operation within a cash-generating unit to which goodwill is allocated, the amount of goodwill associated with the disposed operation is included in the carrying amount of the operation to determine the disposal gain or loss.
-
(12) Intangible assets
-
Acquired separately
- Intangible assets with finite useful lives acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment. Intangible assets are amortized on a straight-line basis over their useful lives. The Consolidated Company reviews the estimated useful lives, residual values and amortization methods at least at the end of each year and defers the effect of changes in applicable accounting estimates. Intangible assets with indefinite useful lives are stated at cost less accumulated impairment.
-
Acquired through business merger Intangible assets acquired through business merger are recognized at fair value at the acquisition date and separately from goodwill, and are subsequently measured in the same manner as intangible assets acquired separately.
-
Derecognition
When intangible assets are derecognized, the difference between the net disposal price and the carrying amount of the assets is recognized in profit or loss for the period.
-
(13) Impairment of property, plant and equipment, right-of-use assets, investment property and intangible assets
-
The Consolidated Company assesses on each balance sheet date whether there is any indication that the property, plant and equipment, right-of-use assets, investment property and intangible assets (other than goodwill) may have been impaired. If there is any indication of impairment, the recoverable amount of the asset should be estimated. If the recoverable amount of an individual asset cannot be estimated, the Consolidated Company is to estimate the recoverable amount of the respective cash-generating unit. Shared assets are allocated to individual cash-generating units on a reasonably consistent basis.
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Intangible assets with indefinite useful lives and not yet available for use are tested for impairment at least annually and whenever there is an indication of impairment. The recoverable amount is the higher of the fair value less costs to sell and its value in use. When the recoverable amount of an individual asset or a cash-generating unit is less than its carrying amount, the carrying amount of the asset or cash-generating unit should be reduced to its recoverable amount. The impairment loss is recognized in profit or loss.
When the impairment loss is subsequently reversed, the carrying amount of the asset or cash-generating unit is increased to the adjusted recoverable amount, provided that the increased carrying amount does not exceed the carrying amount (net of amortization or depreciation) that would have become if the impairment loss had not been recognized in prior years for that asset or cash-generating unit. Reversal of impairment loss is recognized in profit or loss.
- (14) Non-current assets held for sale
The carrying amount of the disposal group is classified as held for sale when it is expected to be recovered primarily through sale transactions rather than through continued use. Disposal groups that meet this classification must be available for immediate sale in their current state and their sale must be highly probable. A sale is considered highly probable when the appropriate level of management is committed to a plan to sell the asset and the sale transaction is expected to close within one year from the date of classification.
If control over a subsidiary is lost upon disposal, all assets and liabilities of the subsidiary are classified as held for sale, regardless of whether a non-controlling interest in the subsidiary is retained after the disposal.
Disposal groups classified as held for sale are measured at the lower of carrying amount or fair value less costs to sell, and depreciation on such assets is discontinued.
-
(15) Financial instruments
-
When the Consolidated Company has become a party to the instrument contract, the financial assets and financial liabilities are to be recognized in the consolidated balance sheet.
For the initial recognition of the financial assets and financial liabilities, if the financial assets or financial liabilities are not measured at fair value through profit or loss, it is measured at fair value plus transaction cost that is directly attributable to
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the acquisition or issuance of financial assets or financial liabilities. The transaction cost directly attributable to the acquisition or issuance of financial assets or financial liabilities that are measured at fair value through profit or loss is immediately recognized in profit or loss.
- Financial assets
The regular transaction of financial assets is recognized and derecognized in accordance with the trade date accounting.
- (1) Type of measurement
The types of financial assets held by the Consolidated Company are financial assets at fair value through profit or loss, financial assets at amortized cost, and investments in equity instruments at fair value through other comprehensive income.
-
A. Financial assets at fair value through profit or loss
-
Financial assets at fair value through profit or loss are financial assets mandatorily measured at fair value through profit or loss. Financial assets mandatorily measured at fair value through profit or loss include investments in equity instruments investments not designated by the Consolidated Company as being measured at fair value through other comprehensive income, and investments in debt instruments not qualified for classification as being measured at amortized cost or at fair value through other comprehensive income.
-
Financial assets at fair value through profit or loss are measured at fair value, while dividends, interests and gains or losses arising from remeasurement are recognized in other gains and losses. Please refer to Note 35 for the determination of fair value.
-
B. Financial assets at amortized cost
The Consolidated Company’s financial assets, if meeting both of the following conditions, are classified as financial assets at amortized cost:
- a. Financial assets held under a particular mode of operation and the purpose of holding is for the collection of contractual cash flows; and
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- b. The terms of the contracts give rise to cash flows at specified dates that are solely for the payment of principal and interest on the outstanding principal amount.
Financial assets (including cash and cash equivalents, accounts receivable measured at amortized cost), after initial recognition, are measured at their total carrying amount determined using the effective interest method, less amortized cost of any impairment loss, with any foreign currency exchange gain or loss recognized in profit or loss.
Interest income is calculated by multiplying the effective interest rate by the total carrying amount of the financial assets, except for the following two cases.
-
a. Interest income on financial assets that are credit-impaired upon acquisition or creation is calculated using the credit-adjusted effective interest rate multiplied by the amortized cost of the financial assets.
-
b. Interest income on financial assets that are not credit-impaired upon acquisition or creation but become credit-impaired subsequently is calculated using the effective interest rate multiplied by the amortized cost of the financial assets from the next reporting period after the impairment.
Credit-impaired financial assets are those for which the issuer or the debtor has experienced significant financial difficulties, defaulted, or where it is probable that the debtor will declare bankruptcy or other financial reorganization, or where an active market for the financial assets has disappeared due to financial difficulties.
Cash equivalents include time deposits that are highly liquid, readily convertible into fixed amount of cash with minimal risk of changes in value within twelve months from the acquisition date and are used to meet short-term cash commitments.
- C. Investment in equity instruments at fair value through other comprehensive income
The Consolidated Company may make an irrevocable choice at the time of initial recognition for designating the investment of equity instruments not available-for-sale and not recognized by the acquirer
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under corporate merger and acquisition or with consideration at fair value through other comprehensive income for measurement.
Investment in equity instruments at fair value through other comprehensive income is measured at fair value. Subsequent changes in fair value will be recognized as other comprehensive income and accumulated into other equity. In the disposition of assets, accumulated gains or loss shall be directly transferred to retained earnings without classification as profit or loss.
The dividend of the investment of equity instruments at fair value through other comprehensive income shall be recognized as income when the right of the Consolidated Company in the collection of dividends is ascertained, unless the dividend is obviously representing the recovery of the cost of investment in part.
- (2) Impairment of financial assets and contract assets
The Consolidated Company at each balance sheet date assesses the impairment loss of financial assets (including accounts receivable) at amortized cost and contract assets according to the expected credit loss.
An allowance is recognized for losses on accounts receivable and contract assets based on expected credit losses over the life. Other financial assets are first evaluated to determine whether there is a significant increase in credit risk since initial recognition. If there is no significant increase, an allowance for loss is recognized based on the expected credit loss over 12 months, and if there is a significant increase, an allowance for loss is recognized based on the expected credit loss over the duration.
Expected credit loss is a weighted average credit loss based on the risk of default. Expected credit loss in a 12-month period represents the expected credit loss arising from possible defaults of the financial instruments within 12 months after the reporting date, and the ongoing expected credit loss represents the expected credit loss arising from all possible defaults of the financial instruments during the expected life of the financial instruments.
For internal credit risk management purposes, the Consolidated Company, without considering the collateral, determines the following
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circumstances indicating that a default has occurred on the financial instrument:
-
A. There is internal or external information showing that the debtor has been unable to pay off the debt.
-
B. Payments are overdue for more than 90 days, unless there is reasonable and supporting information showing that the delayed default benchmark is more appropriate.
The carrying amount of all financial assets is reduced through an allowance account
- (3) The derecognition of financial assets
The Consolidated Company has financial assets derecognized only when the contractual rights from the cash flows of a financial asset become invalid or when the financial assets are transferred, and almost all the risks and rewards of the asset ownership have been transferred to other enterprises.
When a particular entry of financial assets measured at amortized cost is removed, the difference between its book value and consideration shall be recognized as income. When particular equity instruments measured at fair value through comprehensive income are entirely derecognized, the accumulated gains of loss shall be directly transferred to retained earnings without being classified as profit or loss.
- Equity instruments
The debt and equity instruments issued by the Consolidated Company are classified as financial liabilities or equity pursuant to the contractual agreements and the definition of financial liabilities and equity instruments. Equity instruments issued by the Consolidated Company are recognized for an amount after deducting the direct issuing cost from the proceeds collected.
The retrieval of the Company’s own equity instruments is recognized and deducted under equity. The Company’s equity purchased, sold, issued, or cancelled is not recognized in the profit or loss.
-
Financial liabilities
-
(1) Subsequent measurement
All financial liabilities are measured at amortized cost using the effective interest method.
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- (2) Derecognition of financial liabilities
When derecognizing financial liabilities, the difference between the carrying amount and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized as profit or loss.
- Convertible corporate bonds
The compound financial instruments (convertible corporate bonds) issued by the Consolidated Company are classified as financial liabilities and equity respectively in the original recognition according to the substance of the contractual agreement and the definition of financial liabilities and equity instruments.
In the original recognition, the fair value of the liability is estimated according to the prevailing market interest rate of a similar non-convertible instrument; also, it is measured at the amortized cost that is calculated according to the effective interest method before the conversion or maturity date. The liability of an embedded non-equity derivative is measured at fair value.
The conversion right classified as equity is equal to the remaining amount of the fair value of the compound instrument as a whole less the fair value of the separately determined liability component, which is recognized in equity net of the income tax effect and is not subsequently measured. When the conversion right is exercised, its related liability component and the amount in equity will be transferred to share capital and capital surplus – issue premium. If the conversion right of convertible corporate bonds has not been exercised on the maturity date, the amount recognized in equity will be transferred to capital surplus – issue premium.
Transaction costs related to the issuance of convertible bonds are allocated to the liability (included in the carrying amount of the liability) and the equity component (included in equity) of the instrument in proportion to the total allocation price.
The components of conversion rights contained in convertible bonds issued by the Consolidated Company are classified as derivative financial liabilities if the conversion rights are not settled by exchanging a fixed amount of cash or other financial assets for a fixed number of the Consolidated Company’s own equity instruments.
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On initial recognition, the derivative portion of convertible bonds is measured at fair value, and the original carrying amount of the non-derivative portion of financial liabilities is the balance after separation of embedded derivatives. In subsequent periods, non-derivative financial liabilities are measured at amortized cost using the effective interest method and derivative financial liabilities are measured at fair value with changes in fair value recognized in profit or loss. Transaction costs related to the issuance of convertible bonds are allocated to the non-derivative financial liability portion of the instrument (included in the carrying amount of the liability) and the derivative financial liability portion (included in profit or loss) in proportion to their relative fair values.
- (16) Hedging instruments
The Consolidated Company uses precious metal borrowing contracts for fair value hedge.
Changes in the fair value of hedging instruments designated and qualifying as fair value hedge and changes in the fair value of the hedged item attributable to the risk being hedged are recognized immediately in profit or loss and are recognized in the consolidated comprehensive income statement under the line item relating to the hedged item.
-
The Consolidated Company defers the cessation of hedge accounting only when the hedging relationship no longer meets the requirements for hedge accounting, including when the hedging instrument has expired, been sold, unbundled by contract or exercised.
-
(17) Provision for liabilities
-
The amount recognized as provision for liabilities is the best estimate of the amount required to settle the obligation at the balance sheet date, taking into account the risk and uncertainty of the obligation. The provision for liabilities is measured as the present value of the discounted estimated cash flows to settle the obligation.
-
(18) Recognition of revenues
-
The Consolidated Company, after identifying the performance obligations, had the transaction price amortized to each performance obligation and recognized as income when the performance obligations were fulfilled.
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- Merchandise sales revenues
The Consolidated Company recognizes revenue when the promised product is delivered to the customer and the customer obtains control (i.e. the customer’s ability to direct the use of the product and obtain substantially all of the residual benefits of the product), based on the price stated in the contract. The credit period for goods sold by the Consolidated Company is 30 to 180 days. For most contracts, the accounts receivable are recognized when the control of the goods is transferred and there is the right to unconditionally receive the consideration. Such accounts receivable are usually short term and have no significant financial components.
- Revenues from power plant design and construction projects For real estate construction contracts in which the real estate is under the control of the customer during the construction process, the Company recognizes revenue gradually over time. Since the cost of construction is directly related to the degree of completion of contractual obligations, the Company measures the progress of completion based on the proportion of the actual cost invested to the expected total cost. The Company recognizes contract assets over time during the construction process and reclassifies them as accounts receivable upon billing. If the amount received exceeds the amount of revenue recognized, the difference is recognized as a contract liability. The retention money withheld by the customer under the terms of the contract are intended to ensure the Company’s completion of all contractual obligations and are recognized as contract assets until the Company’s performance of the contract is completed.
If the outcome of the performance obligation cannot be measured reliably, revenue is recognized only to the extent that the costs incurred to satisfy the performance obligation are expected to be recovered.
- (19) Lease
The Consolidated Company assesses whether the contract is (or includes) a lease on the effective contract date.
-
The Consolidated Company is the lessor
-
A lease is classified as a capital lease when the terms of the lease transfer substantially all the risks and rewards incidental to the ownership of the asset to the lessee. All other leases are classified as operating leases.
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Under operating leases, lease payments, net of lease incentives, are recognized as income on a straight-line basis over the relevant lease period.
- The Consolidated Company is the lessee
Right-of-use assets and lease liabilities are recognized at the lease inception date, except for leases of low-value underlying assets to which the recognition exemption applies and short-term leases for which lease payments are recognized as expenses on a straight-line basis over the lease period.
Right-of-use assets are initially measured at cost (the original measured amount of the lease liability) and subsequently at cost less accumulated depreciation and accumulated impairment loss, adjusted for the remeasurement of the lease liability. The right-of-use assets are expressed separately in the consolidated balance sheet.
The right-of-use assets are depreciated on a straight-line basis over the period starting from the lease inception date to the end of their useful lives or the expiration of the lease period, whichever is sooner.
The lease liability was originally measured at the present value of the lease payments (both fixed and substantively constant). If the implicit interest rate of the lease is readily determinable, the lease payments are discounted using that rate. If that rate is not readily determinable, the lessee’s incremental borrowing rate is used.
Subsequently, the lease liability is measured on an amortized cost basis using the effective interest method, and the interest expense is apportioned over the lease term. If a change in the index used to determine lease payments during the lease term results in a change in future lease payments, the Consolidated Company remeasures the lease liability and adjusts the right-of-use asset accordingly. However, if the carrying amount of the right-of-use asset is reduced to zero, the remaining remeasurement amount is recognized in profit or loss. The lease liabilities are expressed separately in the consolidated balance sheet.
Rentals under leases that do not depend on changes in indices or rates are recognized as expense in the period in which they are incurred.
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- (20) Government subsidies
Government subsidies are recognized when there is reasonable assurance that the enterprise will comply with the conditions attached to the government subsidy and that the subsidy will be received.
Government subsidies related to income are recognized in other income on a systematic basis over the period in which the related costs for which they are intended to compensate are recognized as expenses by the Company.
Government subsidies are recognized in profit or loss in the period in which they become collectible if they are intended to compensate for expenses or losses already incurred or to provide immediate financial support to the Company and have no future related costs.
-
(21) Share-based payment agreement
-
Transfer of treasury shares by subsidiaries to their employees When a subsidiary transfers to its employees the treasury shares bought back, the shares are measured at the fair value of equity instruments on the grant day, and the capital reserve – treasury shares trading is adjusted accordingly. If the vesting is made immediately on the grant date, the full cost is recognized on the grant date. When a subsidiary handles employee subscription to treasury shares, the date on which the number of shares transferred to the employee is confirmed shall be the grant date.
-
Employee stock options and shares with restricted employee rights granted to employees
-
Employee stock options are recognized as expense on a straight-line basis over the vesting period based on the fair value of the equity instruments at the grant date and the best estimate of the number expected to be vested, with an adjustment to capital surplus – employee stock options at the same time. If the vesting is made immediately on the grant date, the full cost is recognized on the grant date. The Company reserves shares for employee subscription at the time of cash capital increase and recognizes the date as the grant date when the number of shares to be subscribed by employees is confirmed.
-
The Consolidated Company shall revise the estimated number of employee stock options expected to be vested on each balance sheet date. If the original estimated quantity is revised, the affected amount is recognized as profit or
-
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loss, so that the accumulated expenses reflect the revised estimate, and the capital reserve – employee stock option is adjusted accordingly.
When the Consolidated Company restricted employee rights shares, the other rights and interests (remuneration not earned by employees) are recognized on the date of grant, and the capital reserve – restricted employee rights shares is adjusted at the same time. If it is a paid issue and it is agreed that the amount of consideration must be returned when the employee leaves the company, the relevant payables shall be recognized. When an employee leaves the company within the vested period, he/she does not need to return the dividends received. The dividends shall be recognized as expenses when declaring the distribution of dividends, and the capital reserve – restricted employee rights shares shall be adjusted at the same time.
- Employee stock options granted to the employees of subsidiaries Employee stock options granted to employees of subsidiaries for settlement with the Company’s equity instruments are considered as capital contributions to the subsidiaries and are measured at the fair value of the equity instruments at the date of grant and recognized as an increase in the carrying amount of the investment in the subsidiary during the vesting period, with a corresponding adjustment to capital surplus – employee stock options. If the vesting is made immediately on the grant date, the full cost is recognized on the grant date.
(22) Employee benefits
-
Short-term employee benefits Liabilities relating to short-term employee benefits are measured by the non-discounted amount of the expected payment in exchange for employee services.
-
Post-employment benefits
-
Under defined contribution pension plan, the pension amount appropriated during the service years of the employees is recognized as an expense.
-
The defined benefit cost (including service cost, net interest and remeasurement) of defined benefit pension plan is actuarially determined using the projected unit credit method. Service cost (including current service cost) and net interest on net defined benefit liabilities (assets) are recognized as employee benefit expense as incurred. Remeasurements (including actuarial gains and losses and return on plan assets, net of interest) are recognized in
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other comprehensive income and included in retained earnings as incurred and are not reclassified to profit or loss in subsequent periods.
The net defined benefit liability (asset) represents the deficit (remaining) of the defined benefit pension plan appropriation. The net defined benefit asset may not exceed the present value of refunds of appropriations from the plan or reductions in future appropriations.
- (23) Income tax
Income tax expense is the sum of the current income tax and deferred income tax.
-
Current income tax
-
The Consolidated Company determines income (loss) for the period in accordance with the regulations enacted by the income tax reporting jurisdictions and calculates income tax payable (recoverable) accordingly. Additional Income tax on unappropriated earnings calculated in accordance with the ROC Income Tax Act is recognized in the year in which resolutions are made at the shareholders’ meeting.
The adjustment to prior years’ income tax payable is booked as current period’s income tax.
-
Deferred tax
-
Deferred tax is calculated on temporary differences between the carrying amounts of assets and liabilities and the tax bases used to compute taxable income.
Deferred tax liabilities are generally recognized for all taxable temporary differences, while deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which income tax credits can be utilized, such as deductions for temporary differences, loss carryforwards and investment tax credits.
- Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, affiliates, except where the Consolidated Company can control the timing of the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets are recognized for deductible temporary differences associated with such investments only to the extent that it is probable that sufficient taxable income will be available to allow the
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temporary differences to be realized and to the extent that a reversal is expected in the foreseeable future.
The carrying amount of deferred tax assets is reviewed on each balance sheet date and reduced to the extent that it is no longer probable that sufficient tax assets will be available to allow recovery of all or part of the asset. part of the asset should be adjusted down. Deferred tax assets that are not recognized as such initially are reviewed on each balance sheet date and the carrying amount is increased to the extent that it is probable that future taxable income will be available to recover all or part of the assets.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the liability is settled or the asset is realized, which are based on tax rates and tax laws that have been legislated or substantively legislated on the balance sheet date. The measurement of deferred income tax liabilities and assets reflects the tax consequence resulting from the book value of the assets or liabilities expected to be recovered or liquidated on the balance sheet date.
- Current and deferred tax
Current and deferred income taxes are recognized in the profit or loss, except for the current and deferred income taxes related to the items recognized in other comprehensive income or directly included in the equity are recognized in other comprehensive income or directly included in the equity.
- Significant Accounting Judgments and Estimations, and Main Sources of Assumption Uncertainties
When adopting accounting policies, the Consolidated Company’s management is required to make judgments, estimates and assumptions that are based on historical experience and other factors that are not readily apparent from other sources Actual results may differ from estimates.
The Consolidated Company takes the recent development of COVID-19 in Taiwan and its possible impact on the economic environment into the consideration of major accounting estimates such as cash flow estimation, growth rate, discount rate and profitability. The management will continue to review the estimates and basic assumptions. If a revision of an estimate affects only the current period, it is recognized in the period in which it is revised. If a revision of an accounting estimate affects both
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the current and future periods, it is recognized in the period in which it is revised and in the future periods.
Significant Accounting Judgments
No
Estimations, and Main Sources of Assumption Uncertainties
-
(1) Impairment of inventories
-
The net realizable value of inventories is the estimated selling price in the ordinary course of business less the estimated costs to complete the production and the estimated costs to complete the sale, which are based on current market conditions and historical sales experience of similar products. Changes in market conditions may materially affect the results of these estimates.
-
(2) Impairment of Investments in affiliates
-
When there is an indication that an investment in an affiliate may be impaired and the carrying amount may not be recoverable, the Consolidated Company assesses the impairment of the investment immediately. The Consolidated Company’s management assesses impairment based on future cash flow projections of the affiliates, including assumptions on sales growth and capacity utilization as estimated by the affiliates’ internal management. The Consolidated Company also considers the relevant market and industry conditions to determine the reasonableness of its relevant assumptions.
-
(3) Estimate of goodwill impairment
-
In determining whether goodwill is impaired, the value in use of the cash-generating unit to which goodwill is allocated is estimated. For value-in-use calculations, management should estimate the future cash flows expected to be generated from the cash-generating units and determine the appropriate discount rate to be used in the present value calculation. If actual cash flows are less than expected, a significant impairment loss may occur.
6. Cash and Cash Equivalents
| Cash and Cash Equivalents | |||
|---|---|---|---|
| Cash on hand and petty cash Checking and demand deposit accounts Time deposits Cash in transit |
December 31,2021 $ 1,456 3,004,970 20,716 - $ 3,027,142 |
December 31,2020 | |
| $ 1,861 2,666,222 25,400 81 $ 2,693,564 |
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7. Financial Instruments at Fair Value Through Profit or Loss
| Financial assets Mandatorily measured at fair value through profit or loss Non-derivative financial assets - Stocks - Funds Current Non-current |
December 31,2021 $ 11,997 26,284 $ 38,281 $ - 38,281 $ 38,281 |
December 31,2020 | December 31,2020 |
|---|---|---|---|
| $ 65,185 85,817 $ 151,002 $ 56,706 94,296 $ 151,002 |
The Company’s financial assets at fair value through profit or loss are not provided as guarantee.
8.
Financial Assets Measured at Fair Value Through Other Comprehensive Income
| Investment in equity instruments – non-current Listed (emerging) company stocks Long Time Tech. Co., Ltd. Unlisted (emerging) company stocks Big Sun Energy Technology Inc. Prorit Corporation New Land Packing Corporation Phoenix Battery Corporation Adjustments to the valuation of financial assets at fair value through other comprehensive income |
December 31,2021 $ 256,160 25,625 13,798 59,726 5,000 152,999 $ 513,308 |
December 31,2020 | December 31,2020 |
|---|---|---|---|
( |
$ 309,824 25,625 13,798 59,726 - 66,488) $ 342,485 |
The Consolidated Company invests in the ordinary shares of the Company listed above for medium- to long-term strategic purposes and expects to earn a profit from the long-term investment. The Consolidated Company’s management believes that it would be inconsistent with the aforementioned long-term investment plan to include short-term fair value fluctuations of these investments in profit or loss, and has therefore
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elected to designate these investments as measured at fair value through other comprehensive income.
On August 10, 2020, the Consolidated Company participated in the rights shares of New Land Packing Corporation for NT$3,816 thousand, and acquired 382 thousand shares.
In December 2021, the Consolidated Company participated in the rights shares of Phoenix Battery Corporation for NT$5,000 thousand, and acquired 500 thousand shares. The Consolidated Company’s financial assets at fair value through other comprehensive income are not provided as guarantee.
Due to its investment strategy, the Consolidated Company sold and derecognized certain investments in equity instruments at fair value through other comprehensive income. The Information related to the derecognition in 2021 and 2020 is as follows.
| Fair value at the date of derecognition. Accumulated gain (loss) on disposal of retained earnings transferred from other equity |
2021 $ 89,149 14,268 |
2020 |
|---|---|---|
| $ 12,177 ( 21,235 ) |
9. Notes Receivable, Accounts Receivable and Other Receivables
| Notes Receivables Measured at amortized cost Total carrying amount – incurred as a result of operations Less: allowance for loss Accounts Receivables Measured at amortized cost Total book value Less: allowance for loss Accounts receivable – related party Less: allowance for loss |
December 31,2021 $ 276,999 - $ 276,999 $ 1,350,897 ( 223,434) 1,127,463 135,703 - 135,703 $ 1,263,166 |
December 31,2020 | December 31,2020 |
|---|---|---|---|
( |
( |
$ 730,928 - $ 730,928 $ 2,003,545 232,017) 1,771,528 95,894 - 95,894 $ 1,867,422 |
(Continued on next page)
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(Continued from previous page)
| Other Receivables Tax refund receivable Other receivables – other Less: allowance for loss Other receivables – related party |
December 31,2021 $ 20,829 22,795 ( 17,949) 25,675 1,879 $ 27,554 |
December 31,2020 | December 31,2020 |
|---|---|---|---|
( |
( |
$ 24,503 39,045 17,950) 45,598 2,155 $ 47,753 |
- (1) Notes receivables
The Consolidated Company entered into a contract with a financial institution for the discounting of certain notes receivable with recourse. Although the Consolidated Company transferred the contractual rights of cash flow of these notes receivable, the Consolidated Company still had to bear the credit risk of uncollectability of these notes receivable according to the contract, and did not meet the conditions of financial assets derecognition. Information related to the transaction is as follows.
| Transaction counterparty Industrial Bank Agricultural Bank of China |
December 31,2021 | December 31,2021 | ||
|---|---|---|---|---|
| Amount Transferred $ 3,041 1,228 $ 4,269 |
Amount advanced(Note) $ 3,041 1,228 $ 4,269 |
Interest range | ||
| 2.45%~2.70% 3.06% |
Note: Please refer to Notes 18 and 37 for information on short-term borrowings and short-term loans and related guarantees.
- (2) Accounts receivables
The Consolidated Company’s notes and accounts receivable are not provided as guarantee.
The average credit period of the Consolidated Company’s product sales ranges from 30 to 180 days.
Each unit of the Consolidated Company manages credit risk in accordance with its policies, procedures and controls over credit risk. The credit risk of all counterparties is evaluated by taking into account the financial condition of the counterparties, the ratings of credit rating agencies, historical transaction experience, the current economic environment and the Consolidated Company’s internal rating standards. The Consolidated Company also uses certain credit enhancement tools (such as
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advance receipts) at appropriate times to reduce the credit risk of specific counterparties.
The Finance Department manages the credit risk of bank deposits, fixed-income securities and other financial instruments in accordance with the Consolidated Company’s policies. Since the Consolidated Corporation’s counterparties are determined by internal control procedures and are creditworthy banks and investment-grade financial institutions, corporate organizations and government agencies, there is no significant credit risk.
The Consolidated Company recognizes an allowance for losses on accounts receivable based on expected credit losses over the life of the receivables. Expected credit losses for the duration are calculated using a reserve matrix, which takes into account the customer’s past default history and current financial condition, the economic situation of the industry, as well as industry outlook. Accounts receivable are classified into groups by considering the credit rating of counterparties, regions and industries, and a reserve matrix is used to measure the allowance for loss.
If there is evidence that the counterparty is in serious financial difficulty and the Consolidated Company cannot reasonably expect to recover the amount, the Consolidated Company shall directly write off the related accounts receivable but shall engage in recourse activities and recognize the amount recovered in profit or loss as a result of the recourse. The Consolidated Company measured the allowance for losses on notes and accounts receivable based on the reserve matrix as follows. December 31, 2021
- Group 1
| Group 1 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Expected credit impairment loss Total book value Allowance for loss (expected credit loss during the life) Amortized cost Group 2 Expected credit impairment loss Total book value Allowance for loss (expected credit loss during the life) Amortized cost |
Notpast due - $203,010 - $203,010 Notpast due |
0–30 days past due 31–120 days past due 121–270 days past due Over 270 days past due - - - 100% $ - $ 2,109 $ - $ 25,143 - - - (25,143) $ - $ 2,109 $ - $ - 0–60 days past due 61–120 days past due Over 120 days past due 0~35% 0~3% 3~100% $ 137,452 $ 47,188 $ 220,497 ( 4,513) ( 1,058) ( 185,326) ( $ 132,939 $ 46,130 $ 35,171 |
Over 270 days past due |
( |
Total | ||||
| $230,262 25,143) $ 205,119 Total |
|||||||||
( |
0~9% $ 1,128,200 7,394) $ 1,120,806 |
( |
( |
$ 1,533,337 198,291) $ 1,335,046 |
- Group 2
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December 31, 2020
1. Group 1
| Group 1 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
Expected credit impairment loss Total book value Allowance for loss (expected credit loss during the life) Amortized cost |
Notpast due - $129,559 ( 284) $129,275 |
Past due 0–30 days |
Past due 31–120 days 0~7% $ 2,890 ( 196) $ 2,694 |
Past due 121–270 days |
( |
Past due Over 270 days |
( |
Total | ||
( |
- $ - - $ - |
( |
( |
0~22% $ 2,362 362) $ 2,000 |
0~100% $ 28,826 28,801) $ 25 |
$163,637 29,643) $133,994 |
2. Group 2
| Group 2 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Expected credit impairment loss Total book value Allowance for loss (expected credit loss during the life) Amortized cost |
Notpast due 0~1% $ 2,444,664 10,762) $ 2,433,902 |
Past due 0–60 days 0~1% $ 12,854 25) $ 12,829 |
Past due 61–120 days - $ 14,321 - $ 14,321 |
Past due over 120 days 84~100% $ 194,891 191,587) $ 3,304 |
Total | |||||
( |
( |
( |
( |
$ 2,666,730 202,374) $ 2,464,356 |
Information on changes in allowance for losses on notes and accounts receivable is as follows:
| Balance at the beginning of the year Add: Provision (reversal) of impairment loss for the year Less: Actual write off for the year Foreign currency translation differences Balance at the end of the year |
2021 $ 232,017 ( 5,222 ) - ( 3,361) $ 223,434 |
2020 |
|---|---|---|
| $ 206,305 26,563 ( 58 ) ( 793) $ 232,017 |
The changes in the allowance for loss as of December 31, 2021 and 2020 were due to the combined effect of changes in notes and accounts receivable and the net increase in total carrying amount for different aging risk groups.
10. Inventories
| Inventories | |||
|---|---|---|---|
| Raw materials (Note) Work in process Finished goods Merchandise Inventory |
December 31,2021 $ 960,686 180,694 188,075 2,307 $ 1,331,762 |
December 31,2020 | |
| $ 1,419,097 222,628 261,791 1,026 $ 1,904,542 |
Note: As of December 31, 2021 and 2020, the valuation gains (losses) of the borrowed silver ingots were NT$(1,728) thousand and NT$132,213 thousand, respectively.
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The operating costs related to inventories in 2021 and 2020 were NT$7,683,909 thousand and NT$8,323,634 thousand respectively. Operating costs include inventory (loss on falling price) recovery gain of NT$(13702) thousand and NT$23,657 thousand. The above-mentioned recovery of net realizable value of inventory is recognized as recovery benefits because the factors that previously caused the net realizable value of inventory to be lower than the cost have disappeared.
The Consolidated Company has a contract with a raw material supplier to borrow silver ingots for production, which is repayable in kind within one year plus interest. As of December 31, 2020 and 2019, the Consolidated Company had NT$560,853 thousand and NT$1,094,208 thousand respectively of silver ingots borrowed and outstanding, which were recorded under inventory and other current liabilities, respectively, and interest expense was appropriately estimated.
No guarantee has been provided for the Consolidated Company’s inventory.
(11) Subsidiaries
- (1) Information on subsidiaries with significant non-controlling interests
| Subsidiaryname Giga Solar Materials Corporation |
Company and Country of Operation Taiwan |
Percentage of ownership interests and voting rights held in non-controlling interests |
Percentage of ownership interests and voting rights held in non-controlling interests |
|---|---|---|---|
| December 31, 2021 60.19% |
December 31, 2020 |
||
| 53.83% |
The following aggregated financial information for each subsidiary has been prepared using amounts before elimination of intercompany transactions:
Giga Solar Materials Corporation and Its Subsidiaries
| Current assets Non-current assets Current liabilities Non-current liabilities Equity |
December 31,2021 $ 6,166,601 6,227,929 ( 3,070,447 ) ( 2,313,504) $ 7,010,579 |
December 31,2020 |
|---|---|---|
| $ 7,348,822 5,850,452 ( 5,396,798 ) ( 2,011,820) $ 5,790,656 |
(Continued on next page)
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(Continued from previous page)
| Equity attributable to: Shareholders of the company Non-controlling interests in Giga Solar Materials Corporation Non-controlling interests in subsidiaries of Giga Solar Materials Corporation Operating revenues Net income (loss) for the year Other comprehensive income Total comprehensive income Net income (loss) attributable to: Shareholders of the Company Non-controlling interests in Giga Solar Materials Corporation Non-controlling interests in subsidiaries of Giga Solar Materials Corporation Total comprehensive income attributable to: Shareholders of the Company Non-controlling interests in Giga Solar Materials Corporation Non-controlling interests in subsidiaries of Giga Solar Materials Corporation |
December 31,2021 $ 3,833,734 2,575,381 601,464 $ 7,010,579 $ 7,632,452 ( $ 445,878 ) 204,057 ($ 241,821) ( $ 147,470 ) ( 227,988 ) ( 70,420) ($ 445,878) ( $ 67,135 ) ( 103,790 ) ( 70,896) ($ 241,821) |
December 31,2020 | December 31,2020 |
|---|---|---|---|
( ( |
$ 2,473,573 2,823,192 493,891 $ 5,790,656 $ 8,834,835 $ 68,124 43,162 $ 111,286 $ 87,146 113,093 132,115) $ 68,124 $ 106,401 138,082 133,197) $ 111,286 |
(Continued on next page)
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(Continued from previous page)
| Cash flow Operating activities Investment activities Financing activities Effect of exchange rate changes on cash and cash equivalents Net cash inflow |
December 31,2021 $ 915,847 ( 572,210 ) ( 44,999 ) ( 43,531) $ 255,107 |
December 31,2020 |
|---|---|---|
| $ 1,096,552 127,396 ( 530,975 ) ( 46,503) $ 646,470 |
| (12) | Investment Accounted for Using the Equity Method December 31,2021 Investment in affiliate $ 1,252,490 Investment in joint venture 99,875 $ 1,352,365 |
Investment Accounted for Using the Equity Method December 31,2021 Investment in affiliate $ 1,252,490 Investment in joint venture 99,875 $ 1,352,365 |
December 31,2020 | December 31,2020 |
|---|---|---|---|---|
Investment in affiliate Investment in joint venture |
||||
| $ 965,115 75,004 $ 1,040,119 |
(1) Investment in affiliate
| Investment in affiliate | |||
|---|---|---|---|
| Investee name Affiliates of no materiality Tron Energy Technology Corporation Whole Max Green Power Co., Ltd. UJGIGA Co., Ltd. Ri Yun Green Energy Corporation Tron Giga (Yancheng) Energy Co., Ltd. Yusheng Energy Co., Ltd. |
December 31,2021 $ 550,117 446,746 55,453 47,933 42,114 110,127 $ 1,252,490 |
December 31,2020 | |
| $ 422,257 443,611 19,008 41,784 38,455 - $ 965,115 |
| Companyname Tron Energy Technology Corporation Whole Max Green Power Co., Ltd. Tron Giga (Yancheng) Energy Co., Ltd. |
Business nature Electric buses, diesel buses/battery systems/energy storage systems Solar Energy Related Business Battery module, battery pack and battery` component assembly |
Main Business Location Taoyuan City Hukou Township, Hsinchu County Yancheng City, Jiangsu Province |
Percentage of ownership interests and voting rights held |
Percentage of ownership interests and voting rights held |
|---|---|---|---|---|
| December 31,2021 12.73% 39% 49% |
December 31,2020 |
|||
| 13.89% 39% 49% |
(Continued on next page)
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(Continued from previous page)
| Companyname Ri Yun Green Energy Corporation UJGIGA Co., Ltd. Yusheng Energy Co., Ltd. |
Business nature Solar Energy Related Business Solar Energy Related Business Renewable energy relate business |
Main Business Location Taipei City Kaohsiung City Taipei City |
Percentage of ownership interests and voting rights held |
Percentage of ownership interests and voting rights held |
|---|---|---|---|---|
| December 31,2021 30% 49% 26.13% |
December 31,2020 |
|||
30% 49% - |
Due to the provision of important technical information and serving as a director of Tron Energy Technology Corporation, the Consolidated Company has gained significant impact on Tron Energy Technology Corporation. On January 9, 2020, the board meeting of Subsidiary Giga Solar Materials Corporation resolved to participate in the cash capital increase of Tron Energy Technology Corporation and prepaid investment amounted to $62,152 thousand. The Consolidated Company again invested in Tron Energy Technology Corporation in August 2021 with an investment amount of NT$72,450 thousand, for a total of NT$134,602 thousand and totally acquired 1,795 thousand shares with a shareholding ratio of 12.73%. The book-close date of the rights shares was August 27, 2021, and the change registration was completed on October 19, 2021. Considering that the Consolidated Company holds one seat of its directors, it is judged that it still has significant influence. The goodwill of the company acquired is NT$293,538 thousand, which is the cost of investing in affiliated enterprises.
In response to the adjustment of the Group’s business plan, the Board of Directors of the Company approved the investment in Whole Max Green Power Co., Ltd. on November 10, 2020, and acquired 42,510 thousand shares of Whole Max Green Power Co., Ltd. from Subsidiary Whole Sun Green Power Co., Ltd. After the completion of this equity transaction, the Company and Subsidiary Wafering Technology Corporation hold 31% and 8% of the shares of Whole Max Green Power Co., Ltd., respectively, and the shareholding percentage of the Consolidated Company remains unchanged at 39%.
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On March 31, 2020, the Consolidated Company invested NT$5,292 thousand in UJGIGA Co., Ltd. and acquired 529,200 shares, representing a 49% shareholding. It again invested UJGIGA Co., Ltd. on November 16, 2020, April 16, 2021 and December 25, 2021, with an investment amount of NT$7,840 thousand, NT$16,268 thousand and NT$19,992 thousand respectively, and acquired 784,000 shares, 1,626,800 shares and 1,992,000 shares respectively, with a shareholding ratio of 49% consistently.
On April 30, 2020, the Company invested NT$8,769 thousand in Ri Yun Green Energy Corporation and acquired 876,900 shares, representing a 30% shareholding. Subsequently, on December 7, 2020 and December 27, 2021, the Company further invested NT$7,500 thousand and NT$6,300 thousand in Ri Yun Green Energy Corporation and acquired 750,000 and 630,000 shares, representing a 30% shareholding.
The subsidiary, Giga Solar Materials Corporation (Mauritius) invested in Tron Giga (Yancheng) Energy Co., Ltd. on November 14, 2019, with a 59.51% shareholding, Since the Consolidated Company only held one of the three seats on the Board of Directors of Tron Giga (Yancheng) Energy Co., Ltd., it is recognized that the Consolidated Company does not have control over Tron Giga (Yancheng) Energy Co., Ltd. and is therefore evaluated under the equity method. The Consolidated Company subscribed to the rights shares of Tron Giga (Yancheng) Energy Co., Ltd. but not in proportion to its shareholding on December 15, 2020, resulting in the shareholding ratio dropping from 59.51% to 49.00%.
On November 26, 2021, the Consolidated Company invested NT$110,000 thousand in Yusheng Energy Co., Ltd. and acquired 11,000,000 shares, representing a 26.13% shareholding. The change registration was completed on January 4, 2022. Considering that the Consolidated Company holds one seat of its directors, it is judged that it still has significant influence.
The aggregate financial information of the Consolidated Company’s investments in the aforementioned affiliates, which are not material to the Consolidated Company, based on their respective shares, is presented below:
| Net income from continuing operations for the year Other comprehensive income Total comprehensive income |
2021 $ 3,272 625) $ 2,647 |
2020 | ||
|---|---|---|---|---|
( |
$ 2,224 613 $ 2,837 |
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(2) Investment in joint venture
| Investment in joint venture | |||
|---|---|---|---|
| Affiliates of no materiality Giga Solar Green Power Co., Ltd. Ligao Optoelectronics Co., Ltd. Ltd. Jieshuo Co., Ltd. Shuoyitai Green Energy Co., Ltd. |
December 31,2021 $ 62,298 32,253 4,981 343 $ 99,875 |
December 31,2020 | |
| $ 57,434 17,570 - - $ 75,004 |
The Consolidated Company’s ownership interest in the joint venture and the percentage of voting rights as of the balance sheet date are as follows:
| Companyname Giga Solar Green Power Co., Ltd. Ligao Optoelectronics Co., Ltd. Jieshuo Co., Ltd. Shuoyitai Green Energy Co., Ltd. |
Business nature Solar Energy Related Business Solar Energy Related Business Development of solar energy and energy storage systems Development, installation and holding of energy storage systems |
Main Business Location Hukou Township, Hsinchu County Hukou Township, Hsinchu County Hukou Township, Hsinchu County Hukou Township, Hsinchu County |
Percentage of ownership interests and voting rights held |
Percentage of ownership interests and voting rights held |
|---|---|---|---|---|
| December 31,2021 50% 50% 49.9% 35% |
December 31,2020 |
|||
| 50% 50% - - |
On August 24, 2020, the Company further invested NT$42,500 thousand in Giga Solar Green Power Co., Ltd. The Company acquired 4,250,000 shares with a 50% shareholding. Later on November 17, 2020 and December 30, 2021, the Company further invested NT$25,000 thousand and NT$10,000 thousand in Giga Solar Green Power Co., Ltd. and acquired 2,500,000 and 249,975 shares, representing a 50% shareholding.
On August 6, 2020, Wafering Technology Corporation further invested in Ligao Optoelectronics Co., Ltd. with an investment amount of NT$11,000 thousand, and acquired a total of 3,180,000 shares after the investment, representing a 50% shareholding. On March 29, 2021, it further invested NT$25,000 thousand in Ligao
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Optoelectronics Co., Ltd. After the investment, it totally acquired 5,680,000 shares, representing a 50% shareholding.
The Company invested in Jieshuo Co., Ltd. jointly with other companies on November 15, 2021, with an investment amount of NT$4,990 thousand and acquired 499,000 shares in total, with a shareholding ratio of 49.9%, and completed the change registration on November 29, 2021. According to the joint venture agreement, the major operations of Jieshuo shares are jointly led by all investors.
The Company invested in Shuoyitai Green Energy Co., Ltd. jointly with other companies on August 25, 2021, with an investment amount of NT$350 thousand and acquired 35,000 shares in total with a shareholding ratio of 35%, and completed the change registration on September 11, 2021. According to the joint venture agreement, the major operations of Shuoyitai Green Energy Co., Ltd. shares are jointly led by all investors.
The aggregate financial information of the Consolidated Company’s investments in the aforementioned joint ventures, which are not material to the Consolidated Company, based on their respective shares, is presented below:
| Net losses from continuing operations for the year Other comprehensive income Total comprehensive income |
2021 ( $ 1,331 ) - ($ 1,331) |
2020 |
|---|---|---|
| ( $ 1,931 ) - ($ 1,931) |
Jieshuo Co., Ltd. and Shuoyitai Green Energy Co., Ltd. are individual insignificant joint ventures, and their financial reports have not been audited by CPAs; however, the management of the Consolidated Company believes that these individual insignificant financial reports of the joint venture companies will not have significant differences if audited by CPAs.
For information on the business nature, principal place of operations and country of registration of the above affiliates and joint ventures, please refer to Exhibit 8, “Information on Investees.”
The Consolidated Company’s affiliates and joint ventures have no pledges as loan guarantees.
13. Property, Plant and Equipment
| Property, Plant and Equipment | |||
|---|---|---|---|
| Self-use | December 31,2021 $ 4,114,623 |
December 31,2020 | |
| $ 4,118,732 |
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(1) Self-use
| Self-use | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Costs Balance as of January 1, 2021 Addition Sale or scrap Transfer Net exchange difference Balance as of December 31, 2021 Accumulated depreciation and impairment Balance as of January 1, 2021 Depreciation Sale or scrap Impairment Transfer Net exchange difference Balance as of December 31, 2021 Net as of December 31, 2020 and January 1, 2021 Net as of December 31, 2021 Costs Balance as of January 1, 2020 Addition Acquired through business merger Disposal Transfer Net exchange difference Balance as of December 31, 2020 Accumulated depreciation and impairment Balance as of January 1, 2020 Depreciation Disposal Impairment Transfer Net exchange difference Balance as of December 31, 2020 Net as of December 31, 2019 and January 1, 2020 Net as of December 31, 2020 |
Land | Houses and buildings |
Machinery equipment |
Office equipment |
R&D equipment |
Miscellaneous equipment |
a t |
Unfinished construction nd equipment o be accepted |
Total |
$ 910,310 302,278 - ( 21,145 ) ( 60,574) $ 1,130,869 $ 18,019 - - - - - $ 18,019 $ 892,291 $ 1,112,850 $ 622,182 - - - 289,594 ( 1,466) $ 910,310 $ 18,019 - - - - - $ 18,019 $ 604,163 $ 892,291 |
$ 2,092,990 22,011 ( 3,136 ) 5,928 ( 7,176) $ 2,110,617 $ 936,675 82,746 ( 3,136 ) - ( 286 ) ( 950) $ 1,015,049 $ 1,156,315 $ 1,095,568 $ 2,051,627 9,659 6,664 ( 617 ) 14,748 10,909 $ 2,092,990 $ 882,584 77,112 ( 480 ) - ( 22,157 ) ( 384) $ 936,675 $ 1,169,043 $ 1,156,315 |
$ 2,709,994 110,449 ( 113,318 ) 288,898 ( 162,209) $ 2,833,814 $ 1,072,397 160,568 ( 78,124 ) 147 254,866 ( 27,891) $ 1,381,963 $ 1,637,597 $ 1,451,851 $ 2,664,745 64,239 22,962 ( 39,733 ) ( 12,892 ) 10,673 $ 2,709,994 $ 966,317 155,249 ( 26,169 ) 2,671 ( 29,570 ) 3,899 $ 1,072,397 $ 1,698,428 $ 1,637,597 |
$ 32,289 469 ( 6 ) - ( 43) $ 32,709 $ 29,115 1,464 ( 6 ) - - ( 28) $ 30,545 $ 3,174 $ 2,164 $ 33,020 291 469 ( 249 ) ( 1,260 ) 18 $ 32,289 $ 28,628 1,629 ( 242 ) - ( 921 ) 21 $ 29,115 $ 4,392 $ 3,174 |
$ 664,500 9,154 ( 7,133 ) ( 267,705 ) - $ 398,816 $ 548,649 40,387 ( 1,818 ) - ( 254,866 ) - $ 332,352 $ 115,851 $ 66,464 $ 742,658 4,731 8,915 ( 130,700 ) 38,896 - $ 664,500 $ 596,984 46,762 ( 130,672 ) 6,410 29,165 - $ 548,649 $ 145,674 $ 115,851 |
$ 141,169 6,989 ( 11,718 ) - ( 1,012) $ 135,428 $ 111,911 11,041 ( 9,734 ) - - ( 650) $ 112,568 $ 29,258 $ 22,860 $ 135,998 7,050 23 ( 2,456 ) - 554 $ 141,169 $ 100,379 13,487 ( 2,356 ) - - 401 $ 111,911 $ 35,619 $ 29,258 |
$ 827,586 108,316 - - ( 76,996) $ 858,906 $ 543,101 - - - - ( 47,061) $ 496,040 $ 284,485 $ 362,866 $ 1,059,711 3,561 - - ( 237,010 ) 1,324 $ 827,586 $ 541,813 - - - - 1,288 $ 543,101 $ 517,898 $ 284,485 |
$ 7,378,838 559,666 ( 135,311 ) 5,976 ( 308,010) $ 7,501,159 $ 3,259,867 296,206 ( 92,818 ) 147 ( 286 ) ( 76,580) $ 3,386,536 $ 4,118,971 $ 4,114,623 $ 7,309,941 89,531 39,033 ( 173,755 ) 92,076 22,012 $ 7,378,838 $ 3,134,724 294,239 ( 159,919 ) 9,081 ( 23,483 ) 5,225 $ 3,259,867 $ 4,175,217 $ 4,118,971 |
Due to the poor sales of diamond lines in the market, the subsidiary Giga Diamond Materials Corporation expects a decrease in future cash inflow for equipment used to produce specific products. As a result, the recoverable amount of RMB11,794 thousand and RMB19,328 thousand was less than the carrying amount in 2021 and 2020, respectively. In addition, the carrying amount of NT$6,410 thousand of the test equipment for the production of specific products had not been used for more than one year, resulting in a recoverable amount of NT$0 in 2020; therefore, an impairment loss of NT$147 thousand and NT$9,081 thousand was recognized in 2021 and 2020, respectively. The impairment loss was included in other gains and losses in the consolidated comprehensive income statement.
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Subsidiary Giga Diamond Materials Corporation determined the recoverable amount of this equipment at fair value less costs of disposal. The related fair value was determined by the cost method, and the main assumptions include the evaluation of physical wear and economic wear, which was a Level 3 fair value measurement. Depreciation expense is provided on a straight-line basis over the following useful lives:
| Houses and buildings | 3 to 56 years |
|---|---|
| Machinery equipment | 1 to 20 years |
| Office equipment | 3 to 6 years |
| R&D equipment | 1 to 11 years |
| Transportation equipment | 5 to 6 years |
| Other equipment | 3 to 16 years |
The significant components of the Consolidated Company’s buildings are mainly the main structure, electrical, mechanical and air-conditioning equipment, which have a useful life of 25 to 56 years and 3 to 11 years, respectively.
Please refer to Note 37 for the cases in which the Consolidated Company provided property, plant and equipment as collaterals.
14. Lease Agreements
- (1) Right-of-use assets
| Right-of-use assets | |||
|---|---|---|---|
| Book value of right-of-use assets Land Houses and buildings Transportation equipment |
December 31,2021 $ 96,001 93,421 929 $ 190,351 |
December 31,2020 | |
| $ 108,679 60,133 1,825 $ 170,637 |
| Addition of right-of-use assets Depreciation expense of right-of-use assets Land Houses and buildings Transportation equipment |
2021 $ 83,445 $ 5,489 13,336 896 $ 19,721 |
2020 | ||
|---|---|---|---|---|
| $ 595 $ 5,834 6,854 896 $ 13,584 |
- (2) Lease liabilities
| Lease liabilities | |||
|---|---|---|---|
| Book value of lease liabilities Current Non-current |
December 31,2021 $ 19,903 $ 119,180 |
December 31,2020 | |
| $ 13,783 $ 113,453 |
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The discount rate range for lease liabilities is as follows:
| Land Houses and buildings Transportation equipment |
December 31,2021 2.60% 1.50%~2.00% 1.35%~5.88% |
December 31,2020 |
|---|---|---|
| 2.60% 1.50%~2.00% 1.35%~5.88% |
(3) Major Lease Activities and Terms
Some of the Consolidated Company’s real estate lease agreements include lease extension options. In determining the lease period, the non-cancellable period of the right to use the subject asset is combined with the period covered by the lease extension option that is reasonably certain to be exercised by the Consolidated Company. The use of these options allows for maximum flexibility in the operation of management contracts. The majority of the lease extension options available are exercisable by the Consolidated Company only. The Consolidated Company re-evaluates the lease period when a material event or significant change in circumstances occurs after the commencement date (that is within the control of the lessee and affects whether the Consolidated Company can be reasonably certain that it will exercise an option not previously included in the determination of the lease period).
- (4) Information on other lease
Please refer to Note 15 for the Consolidated Company’s investment property agreements.
| agreements. | ||||
|---|---|---|---|---|
| Short-term lease expense Total cash outflow from leases |
2021 $ 9,033 $ 23,183 |
2020 | ||
| $ 6,974 $ 21,153 |
The Consolidated Company has elected to apply the exemption from recognition to transportation equipment and office equipment that qualify as short-term leases and other equipment that qualifies as low-value asset leases and does not recognize the related right-of-use assets and lease liabilities for these leases.
- Investment Property
Investment property is the Consolidated Company’s own investment property. The Consolidated Company enters into commercial property leases for its own investment properties. The leases include provisions for annual rental adjustments based on market conditions.
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| Land Houses and buildings Costs January1, 2021 $ 66,003 $ 121,859 Transfer from Property, plant and equipment 116 466 December 31, 2021 $ 66,119 $ 122,325 Accumulated depreciation and impairment January1, 2021 $ - $ 74,800 Depreciation expense - 2,551 From Property, plant and equipment - 286 December 31, 2021 $ - $ 77,637 Net book value December 31, 2021 $ 66,119 $ 44,688 Costs January 1, 2020 $ 71,368 $ 143,457 Transfer to Property, plant and equipment ( 5,365) ( 21,598) December 31, 2020 $ 66,003 $ 121,859 Accumulated depreciation and impairment January 1, 2020 $ - $ 84,991 Depreciation expense - 2,604 Transfer to Property, plant and equipment - ( 12,795) December 31, 2020 $ - $ 74,800 Net book value December 31, 2020 $ 66,003 $ 47,059 2021 Rental income from investment property $ 12,007 Less: Direct operating expenses of investment properties that generate rental income in the current year ( 2,551) Total $ 9,456 |
Land Houses and buildings Costs January1, 2021 $ 66,003 $ 121,859 Transfer from Property, plant and equipment 116 466 December 31, 2021 $ 66,119 $ 122,325 Accumulated depreciation and impairment January1, 2021 $ - $ 74,800 Depreciation expense - 2,551 From Property, plant and equipment - 286 December 31, 2021 $ - $ 77,637 Net book value December 31, 2021 $ 66,119 $ 44,688 Costs January 1, 2020 $ 71,368 $ 143,457 Transfer to Property, plant and equipment ( 5,365) ( 21,598) December 31, 2020 $ 66,003 $ 121,859 Accumulated depreciation and impairment January 1, 2020 $ - $ 84,991 Depreciation expense - 2,604 Transfer to Property, plant and equipment - ( 12,795) December 31, 2020 $ - $ 74,800 Net book value December 31, 2020 $ 66,003 $ 47,059 2021 Rental income from investment property $ 12,007 Less: Direct operating expenses of investment properties that generate rental income in the current year ( 2,551) Total $ 9,456 |
Total | |
|---|---|---|---|
( ( |
$ 187,862 582 $ 188,444 $ 74,800 2,551 286 $ 77,637 $ 110,807 $ 214,825 26,963) $ 187,862 $ 84,991 2,604 12,795) $ 74,800 $ 113,062 2020 |
||
( |
$ 9,785 2,604) $ 7,181 |
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Investment property is depreciated on a straight-line basis over the following useful lives:
Houses and buildings 2 to 37 years
The land purchased by the Consolidated Company is located in the Xuejia Section, Zhongzhou Section and Beimen Lihu Section of Tainan City, and was used for the installation of solar power plants. Because it is agricultural land, the land is registered in the name of an individual with a land registration contract, and Whole Sun Green Power Co., Ltd., a subsidiary of the Consolidated Company, is the right holder for the setting. Please refer to Note 37 for the cases in which the Consolidated Company provided investment properties as collaterals.
The Consolidated Company does not measure its investment property at fair value, but only discloses information about its fair value, which is in Level 3 of the fair value hierarchy. The fair value of investment properties held by the Consolidated Company was NT$215,303 thousand and NT$197,902 thousand as of December 31, 2021 and 2020, respectively. The aforementioned fair values were determined by using the cash flow analysis method and considering both the cost method and the income method, respectively, and the main input values used and their quantitative information were as follows:
| follows: | ||
|---|---|---|
| Discount rate Capitalization rate of income |
December 31,2021 2.04% 4.77% |
December 31,2020 |
| 2.04% 5.14% |
(16) Intangible Assets
| Intangible Assets | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Costs Balance as of January 1, 2021 Addition Decrease Balance as of December 31, 2021 Accumulated amortization and impairment Balance as of January 1, 2021 Amortization Balance as of December 31, 2021 |
Computer software $ 13,042 597 - $ 13,639 $ 11,564 800 $ 12,364 |
Goodwill $ 368,104 - - $ 368,104 $ 32,495 - $ 32,495 |
Technical royalty $ 57,143 - - $ 57,143 $ 57,143 - $ 57,143 |
Customer relationship $ 113,575 - - $ 113,575 $ 26,501 11,358 $ 37,859 |
Total | |||||
| $ 551,864 597 - $ 552,461 $ 127,703 12,158 $ 139,861 |
(Continued on next page)
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(Continued from previous page)
| Net as of December 31, 2020 and January 1, 2021 Net as of December 31, 2021 Costs Balance as of January 1, 2020 Acquired through business merger Addition Transfer Decrease Reclassification Net exchange difference Balance as of December 31, 2020 Accumulated amortization and impairment Balance as of January 1, 2020 Amortization Decrease Reclassification Transfer Impairment Net exchange difference Balance as of December 31, 2020 Net as of December 31, 2019 and January 1, 2020 Net as of December 31, 2020 |
Computer software $ 1,478 $ 1,275 $ 13,047 - 650 - 39 ) 598 ) 18) $ 13,042 $ 11,267 952 39 ) 598 ) - - 18) $ 11,564 $ 1,780 $ 1,478 |
Goodwill $ 335,609 $ 335,609 $ 91,401 276,703 - - - - - $ 368,104 $ 3,371 - - - - 29,124 - $ 32,495 $ 88,030 $ 335,609 |
Technical royalty $ - $ - $ 57,143 - - - - - - $ 57,143 $ 57,143 - - - - - - $ 57,143 $ - $ - |
Customer relationship $ 87,074 $ 75,716 $ 113,575 - - - - - - $ 113,575 $ 15,143 13,358 - - - - - $ 26,501 $ 98,432 $ 87,074 |
Total | |||||
|---|---|---|---|---|---|---|---|---|---|---|
( ( ( ( ( ( |
( ( ( ( ( ( |
$ 424,161 $ 412,600 $ 275,166 276,703 650 - 39 ) 598 ) 18) $ 551,864 $ 86,924 12,310 39 ) 598 ) - 29,124 18) $ 127,703 $ 188,242 $ 424,161 |
Summary of amortization by function.
| Summary of amortization by function. | ||||
|---|---|---|---|---|
| Administration expenses | 2021 $ 12,158 |
2020 | ||
| $ 12,310 |
Amortization expense is provided on a straight-line basis over the following useful lives:
Computer software 2 to 5 years Technical royalty 10 years Customer relationship 10 years
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On September 1, 2018, Subsidiary Giga Diamond Materials Corporation acquired 51.85% of the shares of Hua Hsu Optotech Co., Ltd. The related goodwill of NT$88,030 thousand was mainly attributable to the benefit from the expected growth of operating revenue of the product. The business condition of the product of Hua Hsu Optotech Co., Ltd. continued to decline. As of December 31, 2020, the Consolidated Company evaluated that the recoverable amount of Hua Hsu Optotech Co., Ltd. of NT$258,642 thousand was greater than the carrying amount of NT$232,898 thousand. However, in the second quarter of 2020, after evaluation, the recoverable amount of NT$317,593 thousand was less than the carrying amount of NT$346,717 thousand, so an impairment loss of NT$29,124 thousand was recognized. The goodwill impairment loss shall not be reversed in subsequent periods. The impairment loss was included in other gains and losses in the consolidated comprehensive income statement.
The recoverable amount was greater than the carrying amount in 2021, so no impairment loss was recognized.
The Consolidated Company determines the recoverable amount of this goodwill based on the value in use, and the relevant value in use is determined based on the discounted value of the expected future cash flow of the cash-generating unit. The discount rates used in the daily assessment of December 31, 2021, December 31, 2020, and June 30, 2020 are 12.6%, 12.8% and 13.3% respectively. The main assumptions include profitability, net working capital, sustainable growth rate during the financial forecast period and discount rate, etc., which belong to Level 3 of fair value measurement.
The Consolidated Company obtained an appraisal report in 2021. According to the report, the fair value of the property, plant and equipment, inventories and other payables of Exojet Technology Corporation and its subsidiaries on the acquisition date increased by NT$7,102 thousand, and the Consolidated Company has adjusted the original accounting and provisional amounts from the acquisition date and restated the comparative information.
| comparative information. | ||
|---|---|---|
| Goodwill adjustment Property, plant and equipment Inventories Other payables |
Acquisition date (tentativeprice) $ 283,805 38,794 26,914 14,255 |
Acquisition date (fair value) |
| $ 276,703 39,033 37,046 17,524 |
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17. Prepayments and Other Assets
| Prepayments and Other Assets | |||
|---|---|---|---|
| Tax overpaid retained Prepayments for goods Long-term prepaid expenses Prepayments for equipment Refundable deposits Input tax Prepaid expenses Prepayments for investments (Note 12) Others Current Non-current |
December 31,2021 $ 452,487 372,974 289,650 200,409 148,909 75,109 38,235 - 31,713 $ 1,609,486 $ 981,349 628,137 $ 1,609,486 |
December 31,2020 | |
| $ 441,236 108,764 289,650 16,328 554,609 99,256 26,210 62,152 34,155 $ 1,632,360 $ 957,213 675,147 $ 1,632,360 |
-
Borrowing
-
(1) Short-term borrowings
| Short-term borrowings | ||||
|---|---|---|---|---|
| Secured borrowings Bank borrowings (Note 1) Unsecured borrowings Line of credit borrowing (Note 2). |
Interest range (%) 1.50~4.50 0.73~1.55 |
December 31, 2021 $ 716,077 1,653,860 $ 2,369,937 |
December 31, 2020 |
|
| $ 1,282,063 1,875,005 $ 3,157,068 |
Note 1: As of December 31, 2021, the amount of secured bank borrowings that were discounted notes receivable was NT$4,269 thousand (see Note 9), and the effective interest rate was 2.45%–3.06% per annum as of December 31, 2021.
Note 2: The restrictions on the borrowing contract are as follows:
-
(1) Giga Solar Materials Corporation is subject to the restriction that it cannot borrow money if it has a loss of up to one-half of its capital.
-
(2) If the Company’s shareholding in Giga Solar Materials Corporation is less than 35% and 40% on December 31, 2021 and 2020 respectively, the line of loan agreements shall cease to be utilized.
Please refer to Note 37 to the consolidated financial statements for collaterals for short-term borrowings of the Consolidated Company.
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- (2) Short-term notes and bills payable
| Short-term notes and bills payable | |||
|---|---|---|---|
| Commercial promissory notes payable Less: Discount of short-term notes and bills payable |
December 31,2021 $ 200,000 ( 662) $ 199,338 |
December 31,2020 | |
( |
$ - - $ - |
The outstanding short-term notes and bills payable are as follows: December 31, 2021
| Guarantee/ acceptance agency |
Face value | Discounted value |
Discounted value |
Book value | Book value | Interest range |
Collateral | Book value of collateral |
Book value of collateral |
||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Commercial promissory notes payable International Bills Finance |
$200,000 |
( | $ 662) |
$199,338 | 1.38% |
Shares of Giga Solar Materials Corporation |
$194,258 |
Please refer to Note 37 to the consolidated financial statements for collaterals for short-term notes and bills payable of the Consolidated Company.
- (3) Long-term borrowings
| Long-term borrowings | |||
|---|---|---|---|
| Creditor Secured loan from Shinsei Trust & Banking Co., Ltd. Secured loan from the Shanghai Commercial Bank Secured loan from Chang Hwa Commercial Bank Secured loan from Taiwan Cooperative Bank Secured loan from Xingong Branch, Land Bank of Taiwan Credit loan from The Shanghai Commercial Bank Secured loan from the Shanghai Commercial Bank Secured loan from Taiwan Cooperative Bank |
December 31, 2021 $ 1,126,321 630,000 250,000 211,219 200,000 93,500 86,880 70,031 |
Interest rate(%) 1.500 1.58 1.000 1.090 1.58 1.43 3.030 1.090 |
Repaymentperiod and method |
| Starting from June 29, 2018, repay the loan in 32 installments of 6 months, with interest payable once every 6 months. Starting from July 29, 2021, repay the loan in 20 installments of 3 months each, with the interest payable once every month. Starting from February 15, 2023, repay the loan in 16 installments of 3 months each, with the interest payable once every month. Starting from June 7, 2020, repay the loan in 16 installments of 3 months each, with the interest payable once every month. Starting from January 6, 2021, repay the loan in 10 installments of 6 months, with interest payable once every month. Starting from October 26, 2019, repay the loan in 20 installments of 3 months, with interest payable once every month. Starting from November 11, 2021, repay the loan in 8 installments of 3 months each from the 13th month onward, with interest payable once every 3 months. . Starting from June 7, 2020, repay the loan in 16 installments of 3 months each, with the interest payable once every month. |
(Continued on next page)
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(Continued from previous page)
| Creditor Credit loan from Agricultural Bank of Taiwan Secured loan from E.Sun Commercial Bank Secured loan from E.Sun Commercial Bank Credit loan from Tokyo Branch, Chang Hwa Commercial Bank Secured loan from E.Sun Commercial Bank Secured loan from E.Sun Commercial Bank Secured loan from the Shanghai Commercial Bank Secured loan from E.Sun Commercial Bank Secured loan from E.Sun Commercial Bank Secured loan from the Shanghai Commercial Bank Secured loan from Chang Hwa Commercial Bank Secured loan from Fubon Bank (China) Secured loan from the Shanghai Commercial Bank Secured loan from Land Bank of Taiwan Secured loan from Land Bank of Taiwan Secured loan from Chang Hwa Commercial Bank |
December 31, 2021 $ 28,000 27,197 23,608 22,898 15,997 15,932 15,743 12,499 8,922 3,936 2,400 1,836 1,771 1,476 741 600 |
Interest rate(%) 1.25 1.730 1.730 2.600 1.730 1.730 1.500 1.730 1.730 1.500 2.000 4.500 1.000 1.000 1.500 2.000 |
Repaymentperiod and method |
|---|---|---|---|
| Starting from January 30, 2021, repay the loan in 40 installments of 1 month each, with the interest payable once every month. Starting from August 22, 2019, repay the loan in 180 installments of 1 month each, with interest payable once every month. Starting from June 10, 2019, repay the loan in 180 installments of 1 month each, with interest payable once every month. Starting from September 4, 2015, repay the loan in 84 installments of 1 month each, with interest payable once every month. Starting from April 20, 2020, repay the loan in 180 installments of 1 month each, with interest payable once every month. Starting from March 17, 2020, repay the loan in 180 installments of 1 month each, with interest payable once every month. Starting from November 22, 2021, repay the loan in 60 installments of 1 month each, with the interest payable once every month. Starting from March 17, 2020, repay the loan in 180 installments of 1 month each, with interest payable once every month. Starting from April 20, 2020, repay the loan in 180 installments of 1 month each, with interest payable once every month. Starting from November 22, 2021, repay the loan in 60 installments of 1 month each, with the interest payable once every month. Starting from September 25, 2020, repay the loan in 60 installments of 1 month each, with the interest payable once every month. Starting from May 31, 2021, repay the loan in 6 installments of 6 months each, with the interest payable once every month. Starting from November 22, 2021, repay the loan in 60 installments of 1 month each, with the interest payable once every month. Starting from August 5, 2020, repay the loan in 60 installments of 1 month each, with the interest payable once every month. . Starting from August 5, 2020, repay the loan in 60 installments of 1 month each, with the interest payable once every month. Starting from September 25, 2020, repay the loan in 60 installments of 1 month each, with the interest payable once every month. |
(Continued on next page)
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(Continued from previous page)
| from previous page) | |||
|---|---|---|---|
| Creditor Secured loan from the Shanghai Commercial Bank Secured loan from Land Bank of Taiwan Less: Long-term loans due within one year Creditor Secured loan from Shinsei Trust & Banking Co., Ltd. Borrowing Secured loan from Taiwan Cooperative Bank Secured loan from Xingong Branch, Land Bank of Taiwan Credit loan from The Shanghai Commercial Bank Secured loan from Taiwan Cooperative Bank Credit loan from Tokyo Branch, Chang Hwa Commercial Bank Secured loan from E.Sun Commercial Bank Secured loan from E.Sun Commercial Bank Secured loan from E.Sun Commercial Bank Secured loan from E.Sun Commercial Bank Secured loan from E.Sun Commercial Bank Secured loan from E.Sun Commercial Bank Secured loan from Mega International Commercial Bank Credit loan from Chang Hwa Commercial Bank Credit loan from Lan Bank of Taiwan Credit loan from Lan Bank of Taiwan |
December 31, 2021 $ 196 149 ( 487,677) $ 2,364,175 December 31, 2020 $ 1,387,406 305,094 250,000 127,500 101,156 37,358 29,358 25,510 17,205 17,142 13,449 9,595 9,040 3,040 1,870 936 |
Interest rate(%) 1.000 2.200 Interest rate(%) 1.500 1.350 1.580 1.430 1.350 2.600 1.730 1.730 1.730 1.730 1.730 1.730 1.495 2.000 1.000 1.500 |
Repaymentperiod and method |
| Starting from November 22, 2021, repay the loan in 60 installments of 1 month each, with the interest payable once every month. Starting from August 5, 2020, repay the loan in 60 installments of 1 month each, with the interest payable once every month. Repaymentperiod and method |
|||
| Starting from June 29, 2018, repay the loan in 32 installments of 6 months, with interest payable once every 6 months. Starting from June 7, 2020, repay the loan in 16 installments of 3 months, with interest payable once every 3 months. Starting from January 6, 2021, repay the loan in 10 installments of 6 months, with interest payable once every month. Starting from October 26, 2019, repay the loan in 20 installments of 3 months, with interest payable once every month. Starting from June 7, 2020, repay the loan in 16 installments of 3 months, with interest payable once every 3 months. Starting from September 4, 2015, repay the loan in 84 installments of 1 month each, with interest payable once every month. Starting from August 22, 2019, repay the loan in 180 installments of 1 month each, with interest payable once every month. Starting from June 10, 2019, repay the loan in 180 installments of 1 month each, with interest payable once every month. Starting from April 20, 2020, repay the loan in 180 installments of 1 month each, with interest payable once every month. Starting from March 17, 2020, repay the loan in 180 installments of 1 month each, with interest payable once every month. Starting from March 17, 2020, repay the loan in 180 installments of 1 month each, with interest payable once every month. Starting from April 20, 2020, repay the loan in 180 installments of 1 month each, with interest payable once every month. Starting from December 14, 2021, repay the loan in 25 installments of 1 month, with interest payable once every month. Starting from May 25, 2020, repay the loan in 60 installments of 1 month, with interest payable once every month. Starting from August 5, 2020, repay the loan in 60 installments of 1 month, with interest payable once every month. Starting from August 5, 2020, repay the loan in 60 installments of 1 month, with interest payable once every month. |
(Continued on next page)
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(Continued from previous page)
| Creditor Credit loan from Chang Hwa Commercial Bank Credit loan from Lan Bank of Taiwan Less: Long-term loans due within one year |
December 31, 2020 $ 760 187 ( 328,886) $ 2,007,720 |
Interest rate(%) 2.000 2.200 |
Repaymentperiod and method |
|---|---|---|---|
( |
Starting from May 25, 2020, repay the loan in 60 installments of 1 month, with interest payable once every month. Starting from August 5, 2020, repay the loan in 60 installments of 1 month, with interest payable once every month. |
-
Note 1: The Consolidated Company entered into a loan agreement with Mega International Commercial Bank in accordance with the “Ministry of Economic Affairs’ Guidelines on Capital Relief Loans and Interest Subsidies for Businesses with Operating Difficulties Affected by Severe and Special Infectious Pneumonia” and applied for interest subsidy based on the two-year fixed term savings interest rate of Chunghwa Post Co. The maximum subsidized interest is NT$220 thousand, and the interest rate is calculated by adding 0.65% interest to the floating interest rate of the two-year fixed term deposits of Chunghwa Post Co.
-
Note 2: For collaterals for long-term borrowings of the Consolidated Company, please refer to Note 37.
19. Corporate Bonds Payable
| Corporate Bonds Payable | ||
|---|---|---|
| Domestic unsecured convertible bonds (1) Less: Discount on corporate bonds payable Less: portion classified as due within one year |
December 31,2021 $ 339,700 ( 4,642 ) - $ 335,058 |
December 31,2020 |
| $ 1,756,400 ( 46,201 ) (1,710,199) $ - |
-
(1) On January 25, 2018, the subsidiary Giga Solar Materials Corporation issued its second domestic unsecured convertible bonds with the following major terms:
-
Face value: NT$100 thousand
-
Issue price: 100%
-
Total face value of issue: NT$2,000,000 thousand.
-
Coupon rate: 0%.
-
Bond period: five years (January 25, 2018 to January 25, 2023)
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-
Repayment method: Except for early conversion or sale by bondholders or early redemption by Giga Solar Materials Corporation, Giga Solar Materials Corporation will repay the bonds in cash at face value in one lump sum upon maturity.
-
Redemption right of the corporate bonds: If the closing price of Giga Solar Materials Corporation’s ordinary shares exceeds the prevailing conversion price by 30% (inclusive) or more for 30 consecutive business days from the day after the first month of issuance until the 40th day after the end of the issuance period, or if the outstanding balance of the bonds is less than 10% of the original issue amount, Giga Solar Materials Corporation may redeem the outstanding bonds at face value in cash.
-
Redemption right of bondholders: The benchmark date for the redemption of the convertible corporate bonds by bondholders is three years after the issuance (January 25, 2021). Bondholders can request the Company to redeem 103.80% of the face value of the bonds in cash, and request the Taipei Exchange via letter to announce the exercise of the redemption right of the convertible corporate bondholders 30 days before the benchmark date for the redemption (December 26, 2020).
-
Conversion:
-
(1) Bondholders may, from the day after the expiration of one month after the issuance date to 10 days before the expiration date, apply to Giga Solar Materials Corporation for conversion into ordinary shares of Giga Solar Materials Corporation in accordance with the provisions of relevant laws and regulations. As of December 31, 2021, bondholders have requested the conversion of a total of one lot of corporate bonds with a face value of NT$100 thousand, and requested the conversion into 432 ordinary shares of Giga Solar Materials Corporation. The capital increase benchmark date was May 14, 2021, and the change registration was completed on June 11, 2021.
-
(2) Conversion price: The conversion price at issuance was set at NT$253.31 per share.
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-
(3) Adjustment to conversion price
-
A. After the issuance of corporate bonds, the conversion price shall be adjusted when the number of issued (or private placement) ordinary shares of Giga Solar Materials Corporation increases (including, but not limited to, rights shares, capital increase from earnings, capital increase from capital surplus, issuance of new shares for merger or for acquiring shares of other companies, stock split and rights shares to sponsor the issuance of overseas depositary receipts, by way of subscription or private placement), except for the conversion of ordinary shares by issuing various marketable securities with conversion options of ordinary shares.
-
B. If the ratio of cash dividends to the current price per share exceeds 1.5%, the conversion price shall be reduced by the ratio of the current price per share on the ex-dividend date after the bonds are issued.
-
C. If, after the issuance of this convertible bond, Giga Solar Materials Corporation reissues (or private placement) various securities with conversion or subscription rights to ordinary shares at a conversion or subscription price lower than the current price per share, Giga Solar Materials Corporation shall adjust the conversion price.
- After the issuance of this convertible bond, the Company shall adjust the conversion price in the event of a reduction in the number of ordinary shares of Giga Solar Materials Corporation that is not due to a capital reduction for the retirement of treasury stock.
-
(4) The conversion price as of December 31, 2021 was NT$218.44 per share.
-
(5) Giga Solar Materials Corporation repurchased or redeemed corporate bonds on the open market according to the market price or by executing the put option of the bondholders. As of December 31, 2021, a total of 16,602 corporate bond certificates were repurchased or redeemed, with a face value of NT$1,660,200 thousand. Giga Solar Materials Corporation apportioned the repurchase or redemption price to the liability component and the equity component and apportioned the difference between the amount of the liability component and its book value, and recognized other (losses) gains of NT$(24,861) thousand and NT$444 thousand respectively from January 1 to December 31 in 2021 and 2020.
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-
(2) On June 21, 2017, the Company issued its 4th domestic secured convertible bonds with the following major terms:
-
Face value: NT$100 thousand
-
Issue price: 100%
-
Total face value of issue: NT$1,200,000 thousand.
-
Coupon rate: 0%.
-
Bond period: 3 years (June 21, 2017 to June 21, 2020)
-
Repayment method: Except for early conversion by bondholders or early redemption by the Company, the Company will repay the bonds in cash at 103.03% of the face value of the bonds upon maturity.
-
Redemption right of the bonds: If the closing price of the Company’s ordinary shares exceeds the prevailing conversion price by 30% (inclusive) or more for 30 consecutive business days from the day after the 3 months of issuance until the 40th day after the end of issuance period, or if the outstanding balance of the bonds is less than 10% of the original issue amount, the Company may redeem the outstanding bonds at face value in cash.
-
Rights of sale of bondholders: None.
-
Conversion:
-
(1) The bondholders may request the Company to convert the bonds into shares of the Company’s ordinary shares from the day after the third month after the issue date (September 22, 2017) until the maturity date (June 21, 2020), in accordance with the relevant laws and regulations.
-
(2) Conversion price: The conversion price at issuance was set at NT$22 per share.
-
(3) Adjustment to conversion price
- A. After the issuance of corporate bonds, the conversion price shall be adjusted when the number of issued (or private placement) ordinary shares of the Company increases (including, but not limited to, rights shares, capital increase from earnings, capital increase from capital surplus, issuance of new shares for merger or for acquiring shares of other companies, stock split and rights shares to sponsor the issuance of overseas depositary receipts, etc. by way of subscription or private placement), except for the conversion of ordinary shares by issuing
-
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various marketable securities with conversion options of ordinary shares.
-
B. If the ratio of cash dividends to the current price per share exceeds 1.5%, the conversion price shall be reduced by the ratio of the current price per share on the ex-dividend date after the bonds are issued.
-
C. If, after the issuance of this convertible bond, the Company reissues (or private placement) various securities with conversion or subscription rights to ordinary shares at a conversion or subscription price lower than the current price per share, the Company shall adjust the conversion price.
-
D. After the issuance of the convertible bonds, the Company shall adjust the conversion price in the event of a reduction in the number of ordinary shares due to a capital reduction other than the retirement of treasury stock.
-
(4) The fourth domestic secured convertible bonds have not been converted or redeemed. The corporate bonds were fully repaid on July 6, 2020, with a total repayment amount of NT$1,236,360 thousand.
20. Other Payables and Other Current Liabilities
| Salaries and bonuses payable Payable on machinery and equipment Premiums payable Due redemption amount of corporate bonds payable Remuneration payable to directors and employees Litigation fees payable Others Financial liabilities for hedging (Note) Contract liabilities Other advance receipts Others |
December 31,2021 $ 75,139 34,298 13,903 - - - 181,838 $ 305,178 $ 560,853 302,886 21,954 6,563 $ 892,256 |
December 31,2020 | December 31,2020 |
|---|---|---|---|
| $ 68,728 12,111 14,305 43,000 26,584 535,991 215,161 $ 915,880 $ 1,094,208 126,606 31,032 9,430 $ 1,261,276 |
Note: The financial liabilities for hedging are silver ingot borrowing liabilities. Since
the Consolidated Company has contracts with raw material suppliers to borrow
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silver ingots for production, the fair value of the financial liabilities is hedged by using precious metal borrowing contracts to mitigate the risk of changes in the fair value of the financial liabilities due to changes in international precious metal prices. Please refer to Notes 10 and 35.
21. Post-employment Benefit Plan
(1) Defined contribution plan
The pension system of the Company and its domestic subsidiaries in the Consolidated Company under the “Labor Pension Act” is a government-administered defined contribution pension plan with contributes 6% of employees’ monthly salaries contributed to the personal accounts at the Bureau of Labor Insurance.
In accordance with local government regulations, subsidiaries in Mainland China contribute a certain percentage of employees’ salaries to the pension insurance fund, which is paid to the relevant government departments and deposited in separate account for each employee.
The Consolidated Company’s other foreign subsidiaries contribute pension funds to the related pension management business in accordance with local laws and regulations.
- (2) Defined benefit plan
The pension system of the Company and its domestic subsidiaries in the Consolidated Company under the “Labor Standards Act” is a government-administered defined benefit pension plan. The employee’s pension is calculated based on the bases of years of service and the average monthly salary at the time of approval of retirement. Two bases are granted for each year of service up to (including) 15 years, and one base is granted for each year of service over 15 years, subject to a maximum accumulation of 45 bases. The companies appropriate 2% of employees’ monthly salaries to pension funds, which is deposited by the Supervisory Committee of Labor Retirement Reserve in the name of the Committee into a special account at the Bank of Taiwan. Before the end of the year, if the balance in the special account is estimated to be insufficient to pay for employees who are expected to meet the retirement requirements in the following year, the difference will be made up in one lump sum by the end of March of the following year. The management of the special account is entrusted to the Bureau of Labor Funds, the Ministry of Labor. The Consolidated Company has no right to influence the investment management strategy.
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The subsidiary Whole Sun Green Power Co., Ltd. reached an agreement with the Company’s employees on the old pension scheme in November 2021 in accordance with the Labor Standard Act and Labor Pension Act, settled the old pension based seniority, and cancelled the account in accordance with the Labor Pension Reserve Allocation and Management Measures. As of March 28, 2022, the change registration has not been completed.
The amounts included in the consolidated balance sheets for defined benefit plan are shown below:
| shown below: | |||
|---|---|---|---|
| Present value of defined benefit obligations Fair value of plan assets Net defined benefit liabilities |
December 31,2021 $ 55,466 (29,718) $ 25,748 |
December 31,2020 | |
( |
( |
$ 55,326 27,399) $ 27,927 |
The changes in net defined benefit liabilities are as follows:
| Present | value of | ||||||
|---|---|---|---|---|---|---|---|
| defined benefit | Fair value of | Net defined | |||||
| obligations | plan assets | benefit liabilities | |||||
| January 1, 2020 | $ | 48,234 |
($ | 24,741) | $ | 23,493 | |
| Financial costs for the | |||||||
| period | 12 |
- | 12 | ||||
| Financial costs | |||||||
| Interest expense | |||||||
| (income) | 412 |
( | 208 ) | 204 | |||
| Service income from the | |||||||
| previous period | - |
- | - | ||||
| Recognized in profit or | |||||||
| loss | 424 |
( | 208) | 216 | |||
| Remeasurement | |||||||
| Actuarial gains | |||||||
| - Actuarial gains | |||||||
| and losses from | |||||||
| changes in | |||||||
| demographic | |||||||
| assumptions | 145 | - | 145 | ||||
| - Changes in | |||||||
| financial | |||||||
| assumptions | 4,176 |
( | 627 ) | 3,549 | |||
| - Adjustments | |||||||
| through | |||||||
| experiences | 700 | - | 700 |
(Continued on next page)
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(Continued from previous page)
| Present | value of | |||||||
|---|---|---|---|---|---|---|---|---|
| defined benefit | Fair value of | Net defined | ||||||
| obligations | plan assets | benefit liabilities | ||||||
| - Remeasurement | ||||||||
| of defined | ||||||||
| benefit assets | $ | - |
( | $ | 175) | ($ | 175) | |
| Recognized in other | ||||||||
| comprehensive income | 5,021 |
( | 802) | 4,219 | ||||
| Employer appropriation |
- |
( | 824) | ( | 824) | |||
| Benefits paid |
- |
- | - | |||||
| Acquired through business | ||||||||
| merger | 1,647 |
( | 824) | 823 | ||||
| December 31, 2020 |
55,326 |
( | 27,399) | 27,927 | ||||
| Financial costs for the | ||||||||
| period | 59 |
- | 59 | |||||
| Financial costs | ||||||||
| Interest expense | ||||||||
| (income) | 233 |
( | 116 ) | 117 | ||||
| Service income from the | ||||||||
| previous period | - |
- | - | |||||
| Recognized in profit or | ||||||||
| loss | 292 |
( | 116) | 176 | ||||
| Remeasurement | ||||||||
| Actuarial (gains) losses | ||||||||
| - Actuarial gains | ||||||||
| and losses from | ||||||||
| changes in | ||||||||
| demographic | ||||||||
| assumptions | 224 | - | 224 | |||||
| - Changes in | ||||||||
| financial | ||||||||
| assumptions | ( | 3,476 ) | ( | 277 ) | ( | 3,753 ) | ||
| - Adjustments | ||||||||
| through | ||||||||
| experiences | 3,280 | - | 3,280 | |||||
| - Remeasurement | ||||||||
| of defined | ||||||||
| benefit assets | - |
( | 95) | ( | 95) | |||
| Recognized in other | ||||||||
| comprehensive income | 28 |
( | 372) | ( | 344) | |||
| Employer appropriation |
- |
( | 2,011) | ( | 2,011) | |||
| Employer appropriation |
( | 180) |
180 | - | ||||
| December 31, 2021 |
$ | 55,466 |
( | $ | 29,718) | $ | 25,748 |
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The Consolidated Company is exposed to the following risks as a result of the pension system under the “Labor Standards Act”:
-
Investment risk: The Bureau of Labor Funds, Ministry of Labor invests the labor pension fund in domestic and foreign equity securities, debt securities, and bank deposits through its own management or entrusted third parties, but the amount allocated to the Consolidated Company’s plan assets is based on the income at a rate no less than the local bank’s 2-year time deposit rate.
-
Interest rate risk: A decrease in interest rates on government bonds will increase the present value of the defined benefit obligation, but the return on debt investment in plan assets will also increase, which will have a partially offsetting effect on the net defined benefit obligation.
-
Salary Risk: The present value of the defined benefit obligation is calculated by reference to the future salary of the plan member. Therefore, increases in plan member’s salary will result in an increase in the present value of the defined benefit obligation.
The present value of the Consolidated Company’s defined benefit obligation was actuarially determined by a qualified actuary and the significant assumptions at the measurement date were as follows.
| measurement date were as follows. | ||
|---|---|---|
| Discount rate Expected rate of salary increase |
December 31,2021 0.77%~0.82% 3.00% |
December 31,2020 |
| 0.42%~0.43% 3.00% |
The amount by which the present value of the defined benefit obligation would increase (decrease) if there are reasonable possible changes in significant actuarial assumptions, with all other assumptions held constant, is as follows
| Discount rate Increase by 0.5% Decrease by 0.5% Expected rate of salary increase Increase by 0.5% Decrease by 0.5% |
December 31,2021 ($ 4,224) $ 4,632 $ 4,511 ($ 4,162) |
December 31,2020 | December 31,2020 |
|---|---|---|---|
| ( ( |
( ( |
$ 4,609) $ 5,082 $ 4,924 $ 4,519) |
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The sensitivity analysis above may not reflect actual changes in the present value of the defined benefit obligation because the actuarial assumptions may be correlated and changes in only one assumption are not feasible.
| Amount expected to be appropriated within 1 year Average duration to maturity of defined benefit obligation |
December 31,2021 $ 934 15–17 years |
December 31,2020 |
|---|---|---|
| $ 842 16–21 years |
22. Equity
- (1) Ordinary share capital
| Ordinary share capital | |||
|---|---|---|---|
| Authorized number of shares (in thousands) Authorized capital stock Number of shares issued and fully paid (in thousands) Capital stock issued |
December 31,2021 500,000 $ 5,000,000 285,906 $ 2,859,057 |
December 31,2020 | |
| 500,000 $ 5,000,000 285,906 $ 2,859,057 |
The issued ordinary shares has a face value of NT$10 per share and each share is entitled to one voting right and receiving dividends.
On November 12, 2019, the board meeting approved the issuance of 80,000 thousand
shares with a par value of NT$10 per share as rights shares for the repayment of bank
loans and the repayment of the principal and interest due on the fourth domestic secured convertible bonds. The capital increase was reported as effective on February 14, 2020. The book-close date for the rights shares was June 29, 2020, and the subscription price per share was NT$8.5. The total paid-in share payment of NT$680,000 thousand has been fully received.
In order to meet the demand of repaying bank loans, the board meeting decided to issue 65,000 thousand new shares by cash capital increase on November 1, 2021. The benchmark date of the cash capital increase was February 24, 2022. The subscription price per share was NT$25, and the total amount of share capital received was NT$1,625,000 thousand, which has been fully collected.
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(2) Capital surplus
| Capital surplus | |||
|---|---|---|---|
| For loss make-up, payment in cash or capitalization as equity (1) Stock issuance premium Differences between equity price and carrying amount arising from actual acquisition or disposal of subsidiaries Only for loss make-up Recognition of changes in ownership interest in subsidiaries (2) Changes in net equity of affiliates accounted for using the equity method Not for any purpose Others |
December 31,2021 $ 1,432 52,515 372,807 2,465 69,355 $ 498,574 |
December 31,2020 | |
| $ 1,432 26,034 151,353 1,935 69,355 $ 250,109 |
-
Such capital surplus may be used to make up for losses or, when the Company has no losses, to distribute cash or to capitalize equity, provided that the capitalization is limited to a certain percentage of the paid-in capital each year.
-
This type of capital surplus represents the effect of equity transactions recognized for changes in the Company’s equity when the Company has not actually acquired or disposed of ownership interest in the subsidiary. Among them, the Company’s subsidiary Giga Diamond Materials Corporation disposed of the trust shares of its resigned employees in accordance with the trust agreement in 2021 and 2020, and the remaining amounts after deducting the amount to be distributed and returned to the employees were NT$4,797 thousand and NT$1222 thousand respectively, which is deemed to be a reissue after Giga Diamond Materials Corporation called back the shares. The Company included them in the capital reserve according to the shareholding ratio – changes in ownership interests of subsidiaries, with amounts of NT$1,538 thousand and NT$448 thousand respectively.
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(3) Retained earnings and dividend policy
In accordance with the Company’s earnings distribution policy as stipulated in the Articles of Association, if there is any net earnings in the Company’s annual final accounts, the Company shall first pay tax, make up for accumulated losses and then set aside 10% as legal reserve in accordance with the law. If the accumulated legal reserve has reached the Company’s paid-in capital, the Company may no longer set aside legal reserve. The remainder shall be set aside and reversed from special reserve as provided by law or by the competent authority. If there are still remaining earnings, the board of directors shall prepare a proposal for distribution of the remainder together with the accumulated unappropriated earnings as dividends to shareholder, and submit it to the shareholders’ meeting for resolution on the distribution.
The shareholders’ meeting held on July 26, 2021 approved the amendment of the Company’s policy on the distribution of dividends to shareholders, which is subject to the Company’s current and future investment environment, capital requirements, domestic and external competition, and capital budget, with the interests of shareholders and the Company’s long-term financial planning taken into account. If the distributable earnings for the year reaches 5% of the paid-in capital, dividends shall be paid at a percentage of not less than 20% of the distributable earnings for the year; if the distributable earnings for the year does not reach 5% of the paid-in capital, no dividends may be paid. The percentage of cash dividends paid each year shall not be less than 20% of the total amount of cash and stock dividends paid in that year. The aforementioned dividend distribution percentage may be adjusted based on financial, business and operational considerations.
Please refer to Note 24(7) for the Company’s policy on employee and director remuneration distribution under the Company’s Articles of Association.
The legal reserve should be appropriated until the balance reaches the Company’s total paid-in capital. Legal reserve may be used to make up for losses. If the Company has no losses, the excess of legal reserve over 25% of the paid-in capital may be distributed in cash in addition to capitalization as equity.
On July 26, 2021, the shareholders’ meeting of the Company passed a resolution to amend the Articles of Association to specify that when the special reserve is allocated from the net deduction of other equity accumulated in the previous period, if the undistributed surplus in the previous period is insufficient to allocate, the after-tax
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net income plus items other than the after-tax net income of the current period will be added into the undistributed surplus of the current period for the allocation. Before the amendment to the Articles of Association, the Company shall allocate the undistributed earnings from the previous period according to law.
The earnings distribution proposal for 2020 was approved at the general shareholders’ meeting of the Company on July 26, 2021 as follows:
| Losses to be made up at the beginning of the year Remeasurement of defined benefit plan Adjustment of cash capital increase Net losses for 2020 Disposal of equity instruments at fair value through other comprehensive income Organization restructuring Losses to be made up at the end of the year |
2020 |
|---|---|
| Proposal for loss make-up |
|
| $ - ( 2,069 ) ( 6,248 ) ( 535,475 ) ( 21,235 ) ( 6,659) ($ 571,686) |
The earnings distribution proposal for 2019 was approved at the regular shareholders’ meeting of the Company on June 9, 2020 as follows:
| Legal reserve Special reserve |
2020 | |
|---|---|---|
| $ 14,689 $ 132,198 |
The loss compensation proposal for 2021 as proposed by the board meeting on March 28, 2022 is as follows:
| March 28, 2022 is as follows: | |
|---|---|
| Losses to be made up at the beginning of the year Remeasurement of defined benefit plan Net income for 2021 Disposal of equity instruments at fair value through other comprehensive income. Losses to be made up at the end of the year |
2021 |
| Proposal for loss make-up |
|
| ( $ 571,686 ) ( 1,025 ) 24,796 14,268 ($ 533,647) |
The loss compensation proposal for 2021 is pending the resolution of the shareholders’ meeting scheduled to be held on June 24, 2022.
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- (4) Special reserve
| Special reserve | ||||
|---|---|---|---|---|
| Balance at the beginning of the year Provision of special reserve 2019 earnings distribution Balance at the end of the year |
2021 $ 155,982 - $ 155,982 |
2020 | ||
| $ 23,784 132,198 $ 155,982 |
As of December 31, 2021 and 2020, the amount of special reserve first utilized was NT$23,784 thousand.
-
(5) Other equity items
-
Exchange differences on translation of financial statements of foreign operations
| operations | ||
|---|---|---|
| Balance at the beginning of the year Generated in the year Translation differences on translation of foreign operations Disposal of partial interest in a subsidiary Change in recognition of ownership interest in subsidiaries Balance at the end of the year |
2021 ( $ 97,324 ) ( 25,841 ) 152 208 ($ 122,805) |
2020 |
| ( $ 114,115 ) 1,533 15,258 - ($ 97,324) |
- Unrealized valuation gains or losses on financial assets measured at fair value through other comprehensive income
| Balance at the beginning of the year Generated in the year Unrealized gain or loss Equity instruments Disposal of partial interest in a subsidiary Transfer of accumulated gain or loss on disposal of equity instruments to retained earnings Balance at the end of the year |
2021 ( $ 75,723 ) 112,815 ( 109 ) (14,268) $ 22,715 |
2020 |
|---|---|---|
| ( $ 145,597 ) 44,704 3,935 21,235 ($ 75,723) |
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(6) Non-controlling interests
| Non-controlling interests | ||
|---|---|---|
| Balance at the beginning of the year Net losses for the year attributable to non-controlling interests Other comprehensive attributable to non-controlling interests Exchange differences on translation of financial statements of foreign operations Unrealized losses on financial assets measured at fair value through other comprehensive income Tax effects of other comprehensive income Actuarial loss of defined benefit plan Changes in ownership interest in affiliates Changes in ownership interest in subsidiaries (Note 32) Disposal of partial interest in a subsidiary (Note 32) Organization restructuring (Note 12) Cash dividends to shareholders of subsidiaries Subsidiary share based payment transactions |
2021 $ 3,323,577 ( 298,453 ) ( 34,705 ) 142,306 6,017 1,369 13,431 1,323,945 17,628 - ( 77,887 ) 24,412 $ 4,441,640 |
2020 |
| $ 2,816,926 ( 25,505 ) 4,198 26,736 ( 924 ) ( 2,150 ) 1,759 315,679 245,210 6,659 ( 65,011 ) - $ 3,323,577 |
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23. Revenues
- (1) Description of Customer Contract
Revenue recognition for the Consolidated Company is recognized at a point in time.
Information on revenue from customer contracts is as follows:
| Revenue from customer contracts Merchandise sales revenues Other operating revenues |
2021 $ 8,078,680 269,138 $ 8,347,818 |
2020 | ||
|---|---|---|---|---|
| $ 9,277,648 277,087 $ 9,554,735 |
Breakdown of revenue from customer contracts
| Breakdown of revenue from customer contracts | Breakdown of revenue from customer contracts | Breakdown of revenue from customer contracts | |||||
|---|---|---|---|---|---|---|---|
| (2) | Product type 2021 Revenues from sales of conductive paste $ 5,304,075 Revenues from sales of silicon products 1,890,860 Revenues from sales of electricity 252,949 Revenues from construction projects 224,111 Others 675,823 $ 8,347,818 Contract balance December 31, 2021 December 31, 2020 Accounts receivable (Note 9) $ 1,127,463 $ 1,771,528 Accounts receivable – related party $ 135,703 $ 95,894 Contract assets Power Plant Construction Contract $ 189,595 $ 178,548 Less: allowance for loss - - Contract assets – current $ 189,595 $ 178,548 Contract liabilities Power Plant Construction Contract $ 22,194 $ 3,339 Merchandise Sales 280,692 123,267 Contract liabilities – current (included in other current liabilities) $ 302,886 $ 126,606 |
2020 | |||||
| $ 7,932,869 621,836 263,997 312,991 423,042 $ 9,554,735 January1,2020 |
|||||||
| $ 1,771,528 $ 95,894 $ 178,548 - $ 178,548 $ 3,339 123,267 $ 126,606 |
$ 1,175,599 $ 41,422 $ 314,199 - $ 314,199 $ 4,443 52,426 $ 56,869 |
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The change in contract assets is mainly due to the difference between the point at which the performance obligation is satisfied and the point at which the customer pays. The amount of contract liabilities from the beginning of 2020 recognized as revenue and other revenue were NT$4,443 thousand and NT$2,303 thousand respectively. The amount of contract liabilities from the beginning of 2021 recognized as revenue and other revenue were NT$759 thousand and NT$15 thousand respectively.
- (3) Customer contracts not yet fully performed
The allocated transaction prices and the expected timing of recognition as revenue for the outstanding performance obligations are as follows:
| Power Plant Construction Contract Performed in 2021 Performed in 2022 |
December 31,2021 $ - 47,097 $ 47,097 |
December 31,2020 | December 31,2020 |
|---|---|---|---|
| $ 91,376 - $ 91,376 |
24. Net Income from Continuing Operations
- (1) Interest income
| Interest income | ||||
|---|---|---|---|---|
| Bank deposits Others |
2021 $ 4,247 14 $ 4,261 |
2020 | ||
| $ 3,005 342 $ 3,347 |
- (2) Other income
| Other income | ||||
|---|---|---|---|---|
| Rental income Investment property (Note 15) Others Dividend income Government subsidy income (Note 28) Others |
2021 $ 12,007 6,065 2,107 220 81,154 $ 101,553 |
2020 | ||
| $ 9,785 2,307 1,008 24,317 59,442 $ 96,859 |
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(3) Other gains and losses
| (3) Other gains and losses | |||
|---|---|---|---|
| Net gain (loss) on financial assets and liabilities at fair value through profit or loss Loss on disposal of investment Impairment loss on non-financial assets Loss (gain) on repurchase of corporate bonds Loss from disposal of property, plant and equipment Net foreign currency exchange gain (loss) Loss on disposal of investment accounted for using the equity method Other losses (4) Financial costs Interest on Bank Borrowings Interest on borrowed silver ingots Amortization of discount on corporate bonds payable Interest on lease liabilities Interest on borrowings from related parties Amortization of long-term payables Increase on short-term notes and bills payable Imputed interest on deposit and others (Note 38) (5) Depreciation and amortization Summary of depreciation by function. Operating costs Operating expenses |
2021 $ 3,171 ( 9 ) ( 147 ) ( 24,861 ) ( 30,129 ) ( 81,839 ) - (31,106) ($ 164,920) 2021 $ 83,194 10,412 5,777 2,612 2,023 1,224 23 16 $ 105,281 2021 $ 170,543 147,935 $ 318,478 |
2020 | |
| ( $ 3,750 ) - ( 54,028 ) 444 ( 4,127 ) 2,550 ( 444 ) (23,270) ($ 82,625) 2020 |
|||
| $ 91,442 7,922 23,956 2,695 1,342 30,005 - 115,065 $ 272,427 2020 |
|||
| $ 161,007 149,420 $ 310,427 |
(Continued on next page)
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(Continued from previous page)
| Summary of amortization by function. (Note) Operating costs Operating expenses |
2021 $ 36 12,154 $ 12,190 |
2020 | ||
|---|---|---|---|---|
| $ - 12,365 $ 12,365 |
Note: Including the amortization of other non-current assets.
(6) Employee benefit expenses
| Employee benefit expenses | ||||
|---|---|---|---|---|
| Short-term employee benefits Post-employment benefits Defined contribution plan Defined benefit plan (Note 21) Share-based payments Settlement of interests Other employee benefits Total employee benefit expenses Summary by function. Operating costs Operating expenses |
2021 $ 466,710 17,869 136 40,957 22,852 $ 548,524 $ 178,569 369,955 $ 548,524 |
2020 | ||
| $ 439,788 13,756 255 1,432 25,723 $ 480,954 $ 150,431 330,523 $ 480,954 |
(7) Remuneration for employees and directors
In accordance with the Company’s Articles of Association, the remuneration for
employees shall not be less than 4% and not more than 8%, and the remuneration for directors shall not be more than 3%.
In 2021 and 2020, no remuneration for employees and directors was estimated due to a cumulative loss.
If there is a change in the amount of the consolidated financial statements after the date of its issuance, the amount is adjusted in the following year in accordance with the rules related to changes in accounting estimates.
The estimated remuneration for employees and directors for 2019 was approved by the board meeting on March 27, 2020 as follows:
Estimated percentage
| Estimated percentage | |
|---|---|
| Remuneration for employees Remuneration for directors |
2019 |
| 4% 3% |
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Amount
| Amount | |
|---|---|
| Remuneration for employees Remuneration for directors |
2019 |
| $ 7,345 5,509 |
There was no difference between the actual amount of the remuneration of employees and directors and supervisors paid for 2019 and the amount recognized in the consolidated financial statements in 2019.
Please refer to the “Market Observation Post System” of the Taiwan Stock Exchange for information on the remuneration for employees and directors resolved by the board of directors of the Company.
25. Income Tax
- (1) Income tax recognized in profit or loss
The major components of income tax expense are as follows:
| The major components of income tax expense are as follows: | ||
|---|---|---|
| 2021 2020 Current income tax Generated in the year $ 35,758 $ 28,428 Adjustments for prior years ( 491) 1,458 35,267 29,886 Deferred tax generated in the year (26,324) 33,453 Income tax expense recognized in profit or loss $ 8,943 $ 63,339 The reconciliation of accounting income to income tax expense is as follows: 2021 2020 Net losses before tax from continuing operations ($ 264,714) ($ 497,641) Income tax benefit of net loss before tax calculated at the statutory tax rate ( $ 141,179 ) ( $ 99,528 ) Benefit from tax exemption ( 15,225 ) ( 26,976 ) Non-deductible expenses due to tax purposes 59,869 7,016 Basic tax difference payable 914 4,874 Unrecognized loss carryforwards and deductible temporary differences 104,888 180,987 Effects of different tax rates applicable to consolidated entities - ( 4,683 ) |
2020 | |
| ($ 497,641) ( $ 99,528 ) ( 26,976 ) 7,016 4,874 180,987 ( 4,683 ) |
(Continued on next page)
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(Continued from previous page)
| (2) (3) (4) |
2021 Adjustments to current income tax expenses of previous years ( $ 491 ) Others 167 $ 8,943 Income tax recognized in other comprehensive income 2021 Deferred tax Generated in the period - Translation differences on translation of foreign operations $ 10,908 Current income tax assets and liabilities December 31,2021 Current income tax assets Tax refund receivable $ 17,522 Current income tax liabilities Income tax payable $ 24,051 Deferred tax assets and liabilities |
2020 | |
|---|---|---|---|
| $ 1,458 191 $ 63,339 2020 |
|||
| ($ 1,745) December 31,2020 |
|||
| $ 16,830 $ 24,220 |
The changes in deferred tax assets were as follows:
| (Continued | 2021 Temporary difference Allowance for doubtful accounts in excess of limit Impairment of bond investments without active markets Investment accounted for using the equity method Interest compensation on corporate bonds payable Unrealized inter-company transactions between entities on next page) |
Balance at the beginning of the year |
Recognized in profits(losses) $ 1,811 - ( 2,163 ) ( 13,033 ) ( 1,803 ) |
Recognized in other comprehensive income |
Balance at the end of theyear $ 35,257 17,644 ( 29,803 ) - 3,550 |
|---|---|---|---|---|---|
$ 33,446 17,644 ( 27,640 ) 13,033 5,353 |
$ - - - - - |
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(Continued from previous page)
| Fair value adjustments resulting from business merger Net defined benefit liabilities – non-current Allowance for decline in value of inventories and slow moving losses Unrealized exchange gain and loss Exchange differences on translation of financial statements of foreign operations Unused tax losses Investment tax credit Deferred income tax (expense) income Deferred tax assets Information expressed in the balance sheet is as follows. Deferred tax assets Deferred tax liabilities 2020 Temporary difference Allowance for doubtful accounts in excess of limit Impairment of bond investments without active markets Investment accounted for using the equity method Interest compensation on corporate bonds payable Unrealized inter-company transactions between entities |
Balance at the beginning of the year $ 695 ( 101 ) 18,841 ( 3,753 ) 47,265 - 6,826 $ 111,609 $ 143,103 $ 31,494 $ 29,946 17,644 ( 24,103 ) 9,013 10,725 |
Recognized in profits(losses) $ - ( 52 ) ( 12,535 ) 7,211 - 46,692 196 $ 26,324 $ 3,500 - ( 3,537 ) 4,020 2,542 |
Recognized in other comprehensive income $ - - - - 10,908 - - $ 10,908 $ - - - - - |
Balance at the end of theyear |
Balance at the end of theyear |
|---|---|---|---|---|---|
( ( ( |
( ( ( |
( ( |
$ 695 153 ) 6,306 3,458 58,173 46,692 7,022 $ 148,841 $ 179,197 $ 30,356 $ 33,446 17,644 27,640 ) 13,033 5,353 |
(Continued on next page)
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(Continued from previous page)
| from previous page) | ||||||
|---|---|---|---|---|---|---|
Fair value adjustments resulting from business merger Net defined benefit liabilities – non-current Allowance for decline in value of inventories and slow moving losses Unrealized exchange gain and loss Exchange differences on translation of financial statements of foreign operations Unused tax losses Investment tax credit Deferred income tax (expense) income Deferred tax assets Information expressed in the balance sheet is as follows. Deferred tax assets Deferred tax liabilities |
Balance at the beginning of the year |
Recognized in profits(losses) $ - ( 634 ) 13,956 ( 4,024 ) - ( 56,102 ) 6,826 ($ 33,453) |
Recognized in other comprehensive income $ - - - - ( 1,745 ) - - ($ 1,745) |
Balance at the end of theyear |
||
| $ 695 533 4,885 271 41,096 56,102 - $ 146,807 $ 170,910 $ 24,103 |
( ( |
( ( |
$ 695 101 ) 18,841 3,753 ) 47,265 - 6,826 $ 111,609 $ 143,103 $ 31,494 |
(5) Deductible temporary differences and unused loss carryforwards for deferred tax
assets not recognized in consolidated balance sheets
| Loss carryforwards Expires in 2021 Expires in 2022 Expires in 2023 Expires in 2024 Expires in 2025 Expires in 2026 Expires in 2027 Expires in 2028 Expires in 2029 Expires in 2030 Expires in 2031 Deductible temporary difference |
December 31,2021 $ 61,787 594,684 539,838 513,150 536,457 42,078 807,700 1,219,754 803,729 146,575 478,778 $ 5,744,530 $ 2,168,693 |
December 31,2020 | December 31,2020 |
|---|---|---|---|
| $ 79,397 597,744 539,191 515,464 525,949 56,684 828,477 1,243,202 773,315 108,995 - $ 5,268,418 $ 4,157,975 |
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-
(6) Total amount of temporary differences related to investments for which no deferred income tax liabilities were recognized
-
No deferred tax liability has been recognized for the income tax payable on the unappropriated earnings of foreign subsidiaries that may arise upon their repatriation. The Company has decided not to distribute the unappropriated earnings of its subsidiaries in the foreseeable future. As of December 31, 2021 and 2020, the amount of taxable temporary differences not recognized as deferred tax liabilities was NT$381,555 thousand and NT$358,869 thousand, respectively.
-
(7) The status of income tax assessment
The Company’s income tax returns have been assessed by the tax authorities up to 2019.
26. Earnings Per Share
Unit: NTD per share
| Basic earnings per share Diluted earnings per share |
2021 $ 0.09 $ 0.09 |
2020 | ||
|---|---|---|---|---|
| ( ( |
$ 2.17) $ 2.17) |
The weighted-average number of ordinary shares and net income (loss) used in the calculation of earnings per share are as follows:
Net income (loss) for the year
| Net income (loss) for the year | |||
|---|---|---|---|
| Net income (loss) attributable to owners of the Company Impact of potential ordinary shares with dilutive effect: Effect of potential ordinary shares of subsidiaries Net income (loss) used in the calculation of diluted net income(loss) per share |
2021 $ 24,796 - $ 24,796 |
2020 | |
| ( $ 535,475 ) - ($ 535,475) |
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| Number of shares Weighted-average number of ordinary shares used in the calculation of basic earnings per share Impact of potential ordinary shares with dilutive effect: Remuneration for employees Weighted-average number of ordinary shares used in the calculation of basic earnings per share |
Unit: Thousand shares 2021 2020 285,906 246,454 - - 285,906 246,454 |
Unit: Thousand shares 2021 2020 285,906 246,454 - - 285,906 246,454 |
Unit: Thousand shares 2021 2020 285,906 246,454 - - 285,906 246,454 |
|
|---|---|---|---|---|
| 246,454 - 246,454 |
==> picture [109 x 10] intentionally omitted <==
----- Start of picture text -----
||
|---|
|Unit: Thousand shares|
----- End of picture text -----
If the Consolidated Company may choose to pay employees’ remuneration in shares or cash, when calculating the diluted earnings per share, it is assumed that the employees’ remuneration will be issued in shares, and when the potential ordinary shares have a dilutive effect, they will be included in the weighted average number of outstanding shares for the calculation of the diluted earnings per share. The dilutive effect of these potential ordinary shares will also continue to be considered in the calculation of diluted earnings per share before the resolution on the number of shares awarded to employees in the following year.
27. Share-based Payment Agreement
- (1) Rights shares reserved for employee subscription
In November 2021 and June 2020, the board meetings respectively resolved to issue rights shares, and reserved 15% and 10% of the total number of new shares respectively for subscription by employees in accordance with the Company Act. The recipients include employees of the Company and its subsidiaries who meet certain criteria. Warrant holders may immediately exercise the stock options in accordance with the measures for the issue and exercise of employee stock options after being granted the employee stock option warrants. In February 2022 and June 2020, the Company granted 1,331 and 2,863 units of employee stock options respectively, and each unit is entitled to 1,000 shares of ordinary shares. The stock options have a duration of 0.02 and 0.03 year, and the exercise price is NT$25 and NT$8.50 per share respectively.
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Information on employee stock options of the Consolidated Company is as follows:
| Employee stock options In circulation at the beginning of the year Granted in the year Exercised in the year In circulation at the end of the year Exercisable at the end of the year Weighted average fair value of stock options granted during the year (NT$) |
January1 to December 31,2020 | January1 to December 31,2020 | |
|---|---|---|---|
| Unit - 2,863 2,863) - - $ 0.5 |
Weighted average exercise price (NT$) |
||
| ( |
$ - 8.5 8.5 |
The Consolidated Company used the Black-Scholes valuation model for the employee stock options granted in June 2020, and the input values used in the valuation model were as follows:
| valuation model were as follows: | |
|---|---|
| Share price on the grant date Exercise price Expected volatility Duration Expected rate of dividend Risk-free interest rate |
June 2019 |
| NT$9 NT$8.5 3.06% 0.03 year - 0.4549% |
From January 1 to December 31, 2020, the Consolidated Company recognized remuneration costs of NT$1,432 thousand.
(2) Transfer of treasury shares of subsidiaries to employees
Giga Solar Materials Corporation transferred 750 thousand treasury shares to employees through the resolution of the extraordinary shareholders’ meeting on September 30, 2021. The transferees were the current employees of Giga Solar Materials Corporation, and the transfer price was NT$125. The stock options on the transfer of the treasury shares to employees have been fully executed on November 24, 2021.
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Unit: Thousand shares
| Date of approval of the extraordinary shareholders’ meeting September 30, 2021 |
Grant date November 19, 2021 |
Actual number of shares transferred 750 |
Fair value on the grant date $54 |
|---|---|---|---|
Giga Solar Materials Corporation used the Black-Scholes valuation model for the employee stock options granted in November 2021, and the input values used in the valuation model were as follows:
| valuation model were as follows: | |
|---|---|
| Share price on the grant date Exercise price Expected volatility Duration Expected rate of dividend Risk-free interest rate |
November 19,2021 |
| NT$179 NT$125 20.24% 0.01 year 3.5% 0.3117% |
In the Black Scholes valuation model, the expected volatility is the share price in the sample range of the most recent period equivalent to the expected duration of the stock option, and is estimated by the standard deviation of the stock return in that period.
From January 1 to December 31, 2021, the Consolidated Company recognized a remuneration cost of NT$40,500 thousand.
- (3) Employee stock options granted to the employees of subsidiaries
Ho Mi Specialty Materials Co., Ltd. issued 900,000 employee stock option certificates by resolution of the board meeting in August 2021, and handled them in accordance with the regulations on the issuance and subscription of employee stock option certificates. The company decided to issue employee stock option certificates on September 1, 2021, which can be executed 100% within two years. Each unit may subscribe to 1000 ordinary shares. The stock options have a duration of 2.25 years and the exercise price is NT$10 per share.
- (4) Employee stock options granted to the employees of subsidiaries
On December 16, 2021, Giga Diamond Materials Corporation decided to issue rights shares through the resolution of the board meeting, and reserved 15% of the total amount of new shares to be subscribed by employees. After being granted the
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employee stock option certificates, the certificate holders may immediately exercise the share subscription in accordance with the regulations on the issuance and subscription of employee stock option certificates, and the date of grant was February 18, 2022.
- (5) Employee stock options granted to the employees of subsidiaries
The extraordinary shareholders’ meeting of Giga Diamond Materials Corporation decided on October 29, 2021 to issue new shares with restricted employee rights, with a total amount of NT$20,000 thousand. It is planned to issue 2,000 thousand shares at an issue price of NT$0 per share, which is pending submission to the competent authority for approval.
Information on the employee stock options is as follows:
| Employee stock options Outstanding at the beginning of the year Grant in the year Exercise in the year Abandonment in the year Outstanding at the end of the year Exercisable at the end of the year Weighted average fair value of stock options granted during the year (NT$) |
2021 | ||
|---|---|---|---|
| Unit - 900 - 5) 895 - $ 3.12 |
Weighted average exercise price (NT$) |
||
| ( |
$ - 10 10 - |
Ho Mi Specialty Materials Corporation used the Black-Scholes valuation model for the employee stock options granted in September 2021, and the input values used in the valuation model were as follows:
| the valuation model were as follows: | |
|---|---|
| Share price on the grant date Exercise price Expected volatility Duration Expected rate of dividend Risk-free interest rate |
September 2021 |
| NT$11.88 NT$10 31.19% 2.25 years - 0.1993% |
The Consolidated Company recognized a remuneration cost of NT$457 thousand in
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28. Government Subsidies
- In addition to those disclosed in other notes, the Consolidated Company received the following government subsidies:
On May 14, 2020, the Consolidated Company applied for the Industrial Development Bureau of the Ministry of Economic Affairs to subsidize the salaries and working capital of the manufacturing and technical service industries affected by severe and special infectious pneumonia, which were approved and disbursed after examination and approval, and a total of NT$22,444 thousand was approved. In 2020, NT$22,262 thousand of government subsidy income was recognized and NT$22,262 thousand of grant was received.
In accordance with the “Notice to the Ministry of Economic Affairs for Handling Applications for Salary and Operating Capital Subsidies for Enterprises in Hardship Affected by Severe and Special Infectious Pneumonia in the Manufacturing and Technical Service Industries,” the Industrial Development Bureau of the Ministry of Economic Affairs may revoke or annul the subsidies and recover all or part of the amount paid if the agreed items are not complied with.
- Business Merger
Acquisition of Exojet Technology Corporation
On June 30, 2020, the board of directors of the subsidiary, Giga Solar Materials Corporation resolved to exchange 22.10 shares of ordinary shares of the subsidiary, Exojet Technology Corporation for each ordinary shares of Giga Solar Materials Corporation in order to integrate resources, optimize resource allocation under the sharing of management, technology, talents and resources, enhance overall operational efficiency, and focus on the development and application of new products and issued 2,208 thousand new shares with a par value of NT$10 per share for a capital increase of NT$22,080 thousand, with the book-close date of December 25, 2020.
Exojet Technology Corporation is mainly engaged in the development, blending and manufacturing of pastes for new generation electronic and optoelectronic components.
- (1) Transfer pricing
Issue of equity instruments
The subsidiary Giga Solar Materials Corporation issued 2,208 thousand ordinary shares with a face value of NT$10 as consideration for Exojet Technology
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Corporation The aggregate fair value of these ordinary shares, determined based on the closing price on the acquisition date, was NT$440,487 thousand.
- (2) Assets acquired and liabilities assumed on the consolidation date
| Cash and cash equivalents Accounts receivables Inventories Other current assets Property, plant and equipment Other non-current assets Subtotal Short-term borrowings Notes and accounts payable Other payables Other current liabilities Other non-current liabilities Subtotal |
Provisionalprice $ 60,245 44,765 26,914 19,370 38,794 2,843 192,931 ( 15,328 ) ( 3,312 ) ( 14,255 ) ( 2,531 ) ( 823) (36,249) $ 156,682 |
Fair value | |
|---|---|---|---|
| $ 60,245 44,765 37,046 19,370 39,033 2,843 203,302 ( 15,328 ) ( 3,312 ) ( 17,524 ) ( 2,531 ) ( 823) (39,518) $ 163,784 |
At the date of issuance of this consolidated financial report, the required market evaluation and other calculations have been completed, and the Consolidated Company has adjusted the original accounting treatment and provisional sum since the acquisition date, and restated the comparative information.
- (3) Goodwill arising from Merger
| Goodwill arising from Merger | |||
|---|---|---|---|
| Transfer pricing Less: Fair value of identifiable net assets Goodwill |
Provisionalprice $ 440,487 (156,682) $ 283,805 |
Fair value | |
( |
( |
$ 440,487 163,784) $ 276,703 |
The goodwill arising from the acquisition of Exojet Technology Corporation was mainly due to the control premium. In addition, the consideration paid for the merger includes the expected consolidation effect of the merger, revenue growth, future market development, and the value of Exojet Technology Corporation’s employees. However, these benefits do not qualify for recognition as identifiable intangible assets and are therefore not recognized separately.
- (4) Net cash inflow from acquisition of Exojet Technology Corporation
| Consideration paid in cash Add: Balance of cash and cash equivalents acquired Net cash inflow |
Fair value | |
|---|---|---|
| $ - 60,245 $ 60,245 |
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-
(5) Effect of business mergers on operating results
-
From the date of merger (December 25, 2020) to December 31, 2020, Exojet Technology Corporation did not yet generate revenues and net income to the Consolidated Company. Had the merger occurred at the beginning of 2020, the proposed consolidated operating revenues and net income for 2020 would have been NT$9,726,488 thousand and NT$(565,313) thousand, respectively. These amounts do not reflect the actual revenues and operating results that would have been generated by the Consolidated Company if the business merger had been completed at the beginning of the year of acquisition and should not be used as a projection of future operating results.
In preparing the proposed consolidated operating income and net income of the acquisition of Exojet Technology Corporation from the beginning of the Consolidated Company’s accounting year of the acquisition date, the management has taken into account the following factors:
1. Depreciation is calculated based on the fair value of plant and property at the time of the initial accounting for the business merger, rather than the carrying amount recognized in the pre-acquisition financial statements; and
2. The cost of borrowing is estimated based on the Consolidated Company’s capital position, credit rating and debt-to-equity ratio after the merger.
-
Non-current Assets Held for Sale
-
On September 10, 2020, Global Acetech Co., Ltd. decided to sell some assets by resolution of the shareholders’ meeting, and signed a contract for the sale of land, houses, buildings and other ancillary equipment with Xiangfu-Metal (Thailand) Co., Ltd. on September 29, 2020. The book value of the assets sold was THB 39,784 thousand, and the sale price was THB 50,200 thousand, which was collected in three phases. Because the sale price is expected to exceed the book amount of relevant net assets, when these units are classified as non-current assets for sale, there is no impairment loss that should be recognized. The transfer procedure has been completed before the end of 2021
Global Acetech Co., Ltd. decided to sell some assets by resolution of the shareholders’ meeting on March 21, 2021, and signed a land sale contract with the Great Star Precision Screw Co., Ltd. on March 31, 2021. The book value of the assets sold was THB 23,096 thousand, and the sale price was THB 27,600 thousand which was collected in three phases. Because the sale price is expected to exceed the book amount
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of relevant net assets, when these units are classified as non-current assets for sale, there is no impairment loss that should be recognized. As of March 28, 2022, the deposit of THB 19,600 thousand has been received.
31. Disposal of Subsidiaries
New Elite Investments Limited, a subsidiary of the Company, was approved for its application for cancellation of registration on September 14, 2020, and returned the remaining share prices on October 20, 2020.
- (1) Consideration received
| Consideration received | ||
|---|---|---|
| Cash | New Elite Investments Limited |
|
| $ 1,876 |
- (2) Analysis of assets and liabilities over which controls have been lost
| Current assets – cash Gain (loss) from disposal of subsidiaries Consideration received Net assets disposed of Cumulative translation differences of net assets of subsidiaries reclassified from equity to profit or loss due to loss of control over the subsidiary Loss on disposal |
New Elite Investments Limited |
|---|---|
| $ 1,876 New Elite Investments Limited |
|
| $ 1,876 ( 1,876 ) ( 444) ($ 444) |
-
(3) Gain (loss) from disposal of subsidiaries
-
(4) Net cash inflow from disposal of subsidiaries
| Net cash inflow from disposal of subsidiaries | ||
|---|---|---|
| Consideration received in cash Less: Cash balance disposed of |
New Elite Investments Limited |
|
( |
$ 1,876 1,876) $ - |
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32. Equity Transactions with Non- controlling Interests
The subsidiaries Giga Solar Materials Corporation and Wafering Technology Corporation did not subscribe to the rights shares of Giga Diamond Materials Corporation according to the shareholding ratio on February 3, 2021, resulting in the shareholding ratio decreasing from 36.71% to 35.35%. On October 1, 2021, Giga Diamond Materials Corporation exchanged all the shares of the remaining shareholders of its subsidiary Hua Hsu Optotech Co., Ltd. by issuing new shares and paying cash, resulting in the reduction of the shareholding ratio of Giga Solar Materials Corporation and Wafering Technology Corporation from 35.35% to 32.08%.
On February 13, 2021, the subsidiary Giga Solar Materials Corporation did not subscribe to the rights shares of the subsidiary Green Energy Electrode Inc. according to the shareholding ratio, resulting in the shareholding ratio decreasing from 50.39% to 48.39%.
The Company and its subsidiary Wafering Technology Corporation sold a total of 206 thousand shares of Giga Solar Materials Corporation in 2021. Due to the capital increase of Giga Solar Materials Corporation on June 29, 2021 and the resolution of the
extraordinary shareholders’ meeting on September 30, 2021, the Company transferred
750 thousand treasury shares to employees. The book-close date of share subscription was November 11, 2021, and the objects were the current employees of Giga Solar Materials Corporation, so the consolidated shareholding ratio decreased to 39.81%.
Since the above transaction did not change the Company’s control over the subsidiary, the Company treated it as an equity transaction.
| Cash consideration received The carrying amount of the subsidiary’s net assets that should be transferred to non-controlling interests based on the relative changes in equity. Adjustments to other equity items attributed to shareholders of the Company - Exchange differences on translation of financial statements of foreign operations - Unrealized gains or losses on financial assets measured at fair value through other comprehensive income Equity transaction differences |
Giga Diamond Materials Corporation $ 77,433 ( 75,365 ) ( 229 ) - $ 1,839 |
Green Energy Electrode Inc. $ 120,782 ( 118,573 ) 21 - $ 2,230 |
Giga Solar Materials Corporation $ 1,381,902 1,154,540 ) 152 ) 109 $ 227,319 |
Hua Hsu Optotech Co., Ltd. ( $ 11,700 ) 6,905 - - ($ 4,795) |
Total | ||
|---|---|---|---|---|---|---|---|
( ( |
( |
( ( |
( ( |
( ( |
$ 1,568,417 1,341,573 ) 360 ) 109 $ 226,593 |
(Continued on next page)
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(Continued from previous page)
| Adjustment account of equity transaction differences Capital surplus – Recognition of changes in ownership interest in subsidiaries Capital surplus – Differences between equity price and carrying amount arising from actual acquisition or disposal of subsidiaries |
Giga Diamond Materials Corporation $ 1,839 - $ 1,839 |
Green Energy Electrode Inc. $ 2,230 - $ 2,230 |
Giga Solar Materials Corporation $ 200,838 26,481 $ 227,319 |
Hua Hsu Optotech Co., Ltd. ( $ 4,795 ) - ($ 4,795) |
Total | ||
|---|---|---|---|---|---|---|---|
| ( ( |
$ 200,112 26,481 $ 226,593 |
The Consolidated Company sold 3,468,000 shares of Giga Solar Materials Corporation from January to December of 2020, and Giga Solar Materials Corporation issued new shares to merge with Exojet Technology Corporation in December 2020, resulting in a decrease in the shareholding ratio from 53.21% to 46.17%. Because the Company is a domestic listed company, the shareholding of the remaining shares is very scattered. Considering the absolute number, relative size and distribution of voting rights held by other shareholders, it is evaluated that the Company still has control over Giga Solar Materials Corporation.
Since the above transaction did not change the Company’s control over the subsidiary, the Company treated it as an equity transaction.
| the Company treated it as an equity transaction. | ||
|---|---|---|
| Consideration received | $ 732,146 | |
| The carrying amount of the subsidiary’s net assets that | ||
| should be transferred to non-controlling interests based | ||
| on the relative changes in equity. | ( | 560,889 ) |
| Adjustments to other equity items attributed to | ||
| shareholders of the Company | ||
| - Exchange differences on translation of financial | ||
| statements of foreign operations | ( | 15,258 ) |
| - Unrealized gains or losses on financial assets | ||
| measured at fair value through other | ||
| comprehensive income | ( | 3,935) |
| Equity transaction differences | $ 152,064 | |
| Adjustment account of equity transaction differences | ||
| Capital surplus – Differences between equity price and | ||
| carrying amount arising from actual acquisition or | ||
| disposal of subsidiaries | $ 26,034 | |
| Capital surplus – Recognition of changes in ownership | ||
| interest in subsidiaries | 126,030 | |
| $ 152,064 |
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33. Information on Cash Flow
(1) Changes in liabilities from financing activities
January 1 to December 31, 2021
| Short-term borrowings Short term notes and bills payable Long-term borrowings Deposits received Corporate bonds payable Long-term payables Lease liabilities |
January1,2021 | January1,2021 | Cash flow ( $ 772,928 ) 199,315 689,120 81,182 ( 1,418,518 ) ( 53,547 ) ( 11,538) ($ 1,286,914) |
N | on-Cash Changes | December 31, 2021 |
|||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Lease changes | Gain on repurchase of corporate bonds |
I |
nterest expense and amortization of discount |
Conversion of corporate bonds into ordinary shares |
Exchange rate changes |
||||||
| $ 3,157,068 - 2,336,606 4,020 1,710,199 65,163 127,236 $ 7,400,292 |
$ - - - - - - 31,521 $ 31,521 |
$ - - - - 37,701 ( 12,840 ) - $ 24,861 |
$ - 23 - - 5,777 1,224 - $ 7,024 |
$ - - - - ( 101 ) - - ($ 101) |
( $ 14,203 ) - ( 173,874 ) - - - ( 8,136) ($ 196,213) |
$ 2,369,937 199,338 2,851,852 85,202 335,058 - 139,083 $ 5,980,470 |
January 1 to December 31, 2020
| Short-term borrowings Long-term borrowings Deposits received Corporate bonds payable Long-term payables Lease liabilities |
January 1, 2020 |
Cash flow |
No | n-Cash Changes | December 31, 2020 |
|||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Lease changes | Gain on repurchase of corporate bonds $ - - - ( 444 ) - - ($ 444) |
Amortization of discount |
Amortization of interest expense |
Contingent Consideration Income |
Absorptive merger |
Exchange rate changes |
||||||||||||||
| $ 2,770,246 2,251,671 4,972 3,005,165 96,700 136,877 $ 8,265,631 |
$ 355,394 77,342 ( 952 ) ( 1,318,478 ) ( 40,993 ) ( 11,484) ($ 939,171) |
$ - - - - - ( 571) ($ 571) |
$ - - - 23,956 30,005 - $ 53,961 |
$ - 5,912 - - - - $ 5,912 |
$ - - - - ( 20,549 ) - ($ 20,549) |
$ 15,328 - - - - 2,233 $ 17,561 |
$ 16,100 1,681 - - - 181 $ 17,962 |
$ 3,157,068 2,336,606 4,020 1,710,199 65,163 127,236 $ 7,400,292 |
34. Capital Risk Management
The Consolidated Company conducts capital management to ensure that the Group’s enterprises are able to maximize shareholder returns by optimizing debt and equity balances while continuing to operate. There were no significant changes in the Consolidated Company’s overall strategy.
The Consolidated Company’s capital structure consists of net debt (i.e. borrowings less cash) and equity (i.e. capital stock, capital surplus, retained earnings, other equity items and non-controlling interests).
35. Financial Instruments
- (1) Fair value information – financial instruments not measured at fair value
December 31, 2021
| December 31, 2021 | ||||||||
|---|---|---|---|---|---|---|---|---|
Financial liabilities Financial liabilities at amortized cost - Convertible corporate bonds |
Book value | Fair value | ||||||
| Level 1 | Level 2 $ - |
Level 3 | Total | |||||
$ 335,058 |
$ 373,670 |
$ - |
$ 373,670 |
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December 31, 2020
| December 31, 2020 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
Financial liabilities Financial liabilities at amortized cost - Convertible corporate bonds |
Book value | Fair value | ||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||
$ 1,710,199 |
$ 1,809,970 |
$ - |
$ - |
$ 1,809,970 |
- (2) Fair value information – financial instruments measured at fair value on a recurring basis
The Consolidated Company does not have assets that are not measured at fair value on a recurring basis. The fair value hierarchy of assets and liabilities measured at fair value on a recurring basis is presented below:
- Fair value hierarchy.
December 31, 2021
| December 31, 2021 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Financial assets at fair value through profit or loss Funds Stocks Total Financial assets measured at fair value through other comprehensive income Investment in equity instruments December 31, 2020 Financial assets at fair value through profit or loss Funds Stocks Total Financial assets measured at fair value through other comprehensive income Investment in equity instruments |
Level 1 $ - 11,997 $ 11,997 $ 119,639 Level 1 $ 56,706 65,185 $ 121,891 $ 124,746 |
Level 2 $ - - $ - $ 341,220 Level 2 $ - - $ - $ 173,280 |
Level 3 $ 26,284 - $ 26,284 $ 52,449 Level 3 $ 29,111 - $ 29,111 $ 44,459 |
Total | ||||
| $ 26,284 11,997 $ 38,281 $ 513,308 Total |
||||||||
| $ 85,817 65,185 $ 151,002 $ 342,485 |
There was no transfer between Level 1 and Level 2 fair value measurements in 2021and 2020.
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- Reconciliation of financial instruments measured at fair value in Level 3
2021
| 2021 | |||
|---|---|---|---|
| Balance at the beginning of the year Total income (loss) recognized during the year. Recognized in profit or loss (reported in “Other gains and losses”) Recognized in other comprehensive income (reported in “unrealized gains or losses on investments in equity instruments measured at fair value through other comprehensive income”) Addition Balance at the end of the year 2020 |
Assets | ||
| Measured at fair value through profit or loss Funds $ 29,111 ( 2,827 ) - - $ 26,284 |
Measured at fair value through other comprehensive income |
||
| Stocks | |||
| $ 44,459 - 2,990 5,000 $ 52,449 |
| 2020 | |||
|---|---|---|---|
| Balance at the beginning of the year Total income (loss) recognized during the year. Recognized in profit or loss (reported in “Other gains and losses”) |
Assets Measured at fair value through profit or loss Stocks Funds $ 431,693 $ 30,309 - ( 1,198 ) |
||
| Measured at fair value through other comprehensive income |
|||
| Funds | Stocks | ||
| $ 30,309 ( 1,198 ) |
$ 10,210 - |
(Continued on next page)
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(Continued from previous page)
| Recognized in other comprehensive income (reported in “unrealized gains or losses on investments in equity instruments measured at fair value through other comprehensive income”) Addition Disposal Balance at the end of the year |
Assets | Assets | Assets | ||
|---|---|---|---|---|---|
| Measured at fair value through profit or loss Stocks Funds $ - $ - - - ( 431,693) - $ - $ 29,111 |
Measured at fair value through other comprehensive income |
||||
| Stocks $ - - 431,693) $ - |
Stocks | ||||
( |
( |
$ 30,537 3,816 104) $ 44,459 |
- Valuation techniques and input values for Level 2 fair value measurement
Type of financial instruments Valuation techniques and input values Investment in equity Equity instruments measured at fair value instruments through other comprehensive income or loss in Level 2 of the fair value hierarchy are subject to restrictions on transfer or sale, and their fair values are based on quoted prices in active markets for similar unrestricted equity instruments, after discounted prices taken into account.
-
Valuation techniques and input values for Level 3 fair value measurement
-
The following table presents the significant unobservable input values to the Consolidated Company’s fair value hierarchy for assets measured at fair value on a recurring basis within Level 3 of the fair value hierarchy:
December 31, 2021
| December 31, | 2021 | ||||
|---|---|---|---|---|---|
| Financial assets Measured at fair value through profit or loss Funds |
Valuation techniques |
Significant Unobservable Input Values |
Quantitative Information |
Relationship between input value and fair value |
Sensitivity analysis of the relationship between input value and fair value |
| Asset method |
Discount for lack of liquidity |
30% |
The higher the degree of illiquidity, the lower the fair value estimate |
When the percentage of illiquidity increases (decreases) by 1%, the Consolidated Company’s income or loss would decrease/increase by NT$375 thousand. |
(Continued on next page)
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(Continued from previous page)
| Measured at fair value through other comprehensive income Stocks December 31, |
Valuation techniques |
Significant Unobservable Input Values |
Quantitative Information |
Relationship between input value and fair value |
Sensitivity analysis of the relationship between input value and fair value |
|---|---|---|---|---|---|
| Market method 2020 Valuation techniques |
Discount for lack of liquidity Significant Unobservable Input Values |
30% Quantitative Information |
The higher the degree of illiquidity, the lower the fair value estimate Relationship between input value and fair value |
When the percentage of illiquidity increases (decreases) by 5%, the Consolidated Company’s income or loss would decrease/increase by NT$907 thousand to NT$2,479 thousand. Sensitivity analysis of the relationship between input value and fair value |
|
Financial assets Measured at fair value through profit or loss Funds Measured at fair value through other comprehensive income Stocks |
|||||
| Asset method Market method |
Discount for lack of liquidity Discount for lack of liquidity |
30% 30% |
The higher the degree of illiquidity, the lower the fair value estimate The higher the degree of illiquidity, the lower the fair value estimate |
When the percentage of illiquidity increases (decreases) by 1%, the Consolidated Company’s income or loss would decrease/increase by NT$416 thousand. When the percentage of illiquidity increases (decreases) by 5%, the Consolidated Company’s income or loss would decrease/increase by NT$512 thousand to NT$2,651 thousand. |
The Consolidated Company’s finance and investment departments are responsible for conducting fair value tests to ensure that the valuation results approximate market conditions, that the sources of information are independent, reliable, consistent with other resources and representative of realizable prices, and that changes in the value of assets and liabilities that are subject to remeasurement or re-evaluation in accordance with the Consolidated Company’s accounting policies are analyzed at each reporting date to ensure that the valuation results are reasonable.
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(3) Type of Financial instruments
| Type of Financial instruments | ||
|---|---|---|
| Financial assets Measured at fair value through profit or loss Mandatorily measured at fair value through profit or loss Financial assets at amortized cost (Note 1) Financial assets measured at fair value through other comprehensive income Financial liabilities Measured at amortized cost (Note 2) Financial liabilities for hedging |
December 31,2021 $ 38,281 4,821,622 513,308 6,253,926 560,853 |
December 31,2020 |
| $ 151,002 5,933,882 342,485 8,242,045 1,094,208 |
-
Note 1: The balance consisted of financial assets measured at amortized cost, such as cash and cash equivalents, notes and accounts receivable and accounts receivable – related party, other receivables, other receivables – related party, and refundable deposits.
-
Note 2: The balance consisted of financial liabilities measured at amortized cost, including short-term borrowings, notes payable, accounts payable, other payables, bonds payable, long-term borrowing, long-term bank borrowings due within one year, corporate bonds due or subject to exercise of right of sale within one year, long-term payables and deposits received.
-
(4) Objectives and Policies of Financial Risk Management
-
The Consolidated Company’s major financial instruments include investments in equity instruments, accounts receivable, accounts payable, corporate bonds payable, borrowings and lease liabilities. The Consolidated Company’s financial management department provides services to each business unit, coordinates the operation of access to domestic financial markets, and monitors and manages financial risks associated with the Consolidated Company’s operations through internal risk reports that analyze risk exposures based on risk degree and breadth. These risks include market risk (which includes exchange rate risk, interest rate risk and other price risks), credit risk and liquidity risk.
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The Consolidated Company uses derivative financial instruments to hedge its exposure in risk in order to mitigate the impact of these risks. The use of derivative financial instruments is governed by the policies approved by the Consolidated Company’s board of directors, which are the written principles for exchange rate risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of surplus circulating capital. Internal auditors review policy compliance and risk limits on an ongoing basis. The Consolidated Company does not trade in financial instruments (including derivative financial instruments) for speculative purposes.
The financial management department reports to the board of directors of the Consolidated Company on a quarterly basis.
- Market risk
The main financial risks to which the Consolidated Company is exposed as a result of its operating activities are changes in foreign currency exchange rates (see (1) below) and changes in interest rates (see (2) below). The Consolidated Company engages in various derivative financial instruments to manage its exposure to foreign currency exchange rate and interest rate risk.
There have been no changes in the Consolidated Company’s exposure to market risk of financial instruments and the way it manages and measures such exposures.
- (1) Exchange rate risk
The Consolidated Company’s exposure to exchange rate risk relates primarily to operating activities (when revenues or expenses are denominated in currencies different from the Consolidated Company’s functional currency) and net investments in foreign operations.
A portion of the Consolidated Company’s foreign currency receivables and payables are denominated in the same currency, in which case, a natural hedge is created. The Consolidated Company does not apply hedge accounting because the aforementioned natural hedge and the management of exchange rate risk by means of swap contracts do not meet the requirements of hedge accounting; in addition, the net investment in foreign operations is a strategic investment and therefore the Consolidated Company does not hedge it.
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The carrying amounts of monetary assets and monetary liabilities denominated in a currency other than the functional currency (including monetary items denominated in a currency other than the functional currency that have been written off in the consolidated financial statements) and the carrying amounts of derivatives with exchange rate risk exposure as of the balance sheet date are described in Note 39. Sensitivity analysis
The Consolidated Company is primarily affected by fluctuations in the exchange rates of USD, JPY and RMB.
The following table details the sensitivity analysis of the Consolidated Company when the exchange rate of the NTD (functional currency) increases and decreases by 1% against each relevant foreign currency. The sensitivity analysis includes only foreign currency monetary items in circulation and adjusts their period-end translation by a 1% change in exchange rates. The positive numbers in the following table represent the increase in net income before tax if the NTD weakens by 1% against the respective currencies, and the negative numbers for the same amount represent the decrease in net income before tax if the NTD strengthens by 1% against the respective currencies.
| Gain (loss) | Impact of USD 2021 2020 $ 9,842 $ 18,000 |
Impact of JPY 2021 2020 $ 523 $ 259 |
Impact of RMB |
|---|---|---|---|
| 2021 $ 9,842 |
2021 2020 $ 17,689 $ 29,899 |
(2) Interest rate risk
Interest rate risk arises because entities within the Consolidated Company borrow funds at both fixed and floating rates. The Consolidated Company manages interest rate risk by maintaining an appropriate mix of fixed and floating rates; however, hedge accounting is not applied because the Company does not meet the requirements for hedge accounting.
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The carrying amounts of financial assets and financial liabilities exposed to interest rate risk as of the balance sheet date were as follows:
| Fair value interest rate risk - Financial assets - Financial liabilities Cash flow interest rate risk - Financial assets - Financial liabilities |
December 31,2021 $ 99,717 474,141 3,024,649 5,421,127 |
December 31,2020 |
|---|---|---|
| $ 43,006 1,837,435 2,712,806 5,493,674 |
Sensitivity analysis
The following sensitivity analysis is based on the interest rate risk of derivative and non-derivative instruments as of the balance sheet date. For floating rate assets (liabilities), the analysis assumes that the amount of the liability outstanding at the balance sheet date is outstanding during the reporting period. The rate of change used in reporting interest rates internally to key management is a 1% basis point increase or decrease in interest rates, which also represents management’s assessment of the range of reasonably possible changes in interest rates.
If the floating rate had increased/decreased by 1%, with all other variables held constant, the Company’s net income before tax would have decreased/increased by NT$21,971 thousand and NT$27,809 thousand for 2021 and 2020, respectively.
(3) Other price risk
The fair value of the Company’s listed, OTC (emerging) and unlisted equity securities may be affected by the uncertainty of the future value of these underlying securities. The Company’s listed, OTC (emerging) and unlisted equity securities are included in the fair value measurement through profit or loss and fair value measurement through other comprehensive income, respectively. The Consolidated Company manages the price risk of equity securities by diversifying its investments and setting limits on its investments in equity securities, both individually and in the aggregate. Portfolio information on equity securities is provided to the Consolidated Company’s senior management on a regular
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basis, and the Board of Directors is required to review and approve all investment decisions on equity securities.
Sensitivity analysis
In 2021 and 2020, the Consolidated Company’s profit or loss would increase/decrease by NT$3,828 thousand and NT$15,100 thousand, respectively, if the price of equity securities in listed, OTC (emerging) and unlisted companies that are mandatorily measured at fair value through profit or loss increased/decreased by 10%. In 2021 and 2020, the Consolidated Company’s equity would increase/decrease by NT$51,331 thousand and NT$34,248 thousand, respectively, if the price of equity securities in listed (emerging) companies that are measured at fair value through other comprehensive income increased/decreased by 10%.
The Consolidated Company entered into precious metal borrowing contracts with suppliers at prices based on international precious metal market quotations plus a margin. In order to manage the precious metal price risk of the inventory, the Consolidated Company uses international precious metal borrowing contracts with the same nominal number as a fair value risk hedge for the components of precious metal price risk contained in the inventory. Based on historical experience, changes in the fair value of the designated components of precious metals price risk cover, on average, price changes in the contracts as a whole, and therefore market price risk is not material.
Hedge accounting
The Consolidated Company uses precious metal borrowing contracts for fair value hedge to mitigate the risk of fair value of financial liabilities arising from changes in international precious metal prices. The fair value of precious metal borrowing transactions as of the balance sheet date is estimated based on the market price of precious metals.
The aforementioned precious metal borrowing transactions are subject to the same conditions as the related financial liabilities. The Consolidated Company uses a qualitative assessment to determine that the value of the precious metal borrowing transactions and the hedged financial liabilities will systematically change inversely due to changes in the prices of the hedged international precious metals. The hedge ineffectiveness of the
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hedge relationship arises primarily from the effect of the credit risk between the Consolidated Company and the counterparty on the fair value of the precious metal borrowing transactions. This credit risk does not affect changes in the fair value of international precious metal prices attributable to the hedged item. There were no other sources of hedge ineffectiveness during the hedge period.
Information on the Consolidated Company’s international precious metals price risk hedge is summarized as follows:
December 31, 2021
| December 31, 2021 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Hedginginstruments | Contract amount |
Expiration Period |
Line item on the balance sheet |
Book value |
Change in fair value of hedging instruments used to assess hedge ineffectiveness duringtheyear |
||||
| Liabilities | |||||||||
| Fair value hedge Precious metal borrowing contract Hedged items |
|||||||||
Boo |
|||||||||
| Assets | Value changes | ||||||||
| Fair value hedge Inventories December 31, 2020 |
Con am |
$ 1,728 Line item on the balance sheet Financial liabilities for hedging |
( $ k value |
1,728 ) Change in fair value of hedging instruments used to assess hedge ineffectiveness duringtheyear |
|||||
Hedginginstruments |
|||||||||
| Lia | bilities | ||||||||
| Fair value hedge Precious metal borrowing contract |
$ 961,995 | - |
Financial liabilities for hedging |
$1,094,208 | ( $ 132,213 ) |
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| Hedged items Fair value hedge Inventories |
Book value Assets $ 1,094,208 |
Cumulative fair value adjustment Assets $ 132,213 |
Change in value of hedged items used to assess hedge ineffectiveness duringtheyear |
|
|---|---|---|---|---|
| Value changes | ||||
| $ 132,213 |
- Credit risk
Credit risk refers to the risk of financial loss due to default on contract obligations by the counterparties. The Consolidated Company’s credit risk is attributable to operating activities (mainly accounts receivable and notes) and financial activities (mainly bank deposits and various financial instruments).
Each unit of the Consolidated Company manages credit risk in accordance with its policies, procedures and controls over credit risk. The credit risk of all counterparties is evaluated by taking into account the financial condition of the counterparties, the ratings of credit rating agencies, historical transaction experience, the current economic environment and the Consolidated Company’s internal rating standards. The Consolidated Company also uses certain credit enhancement tools (such as advance receipts) at appropriate times to reduce the credit risk of specific counterparties.
As of December 31, 2021 and 2020, the percentages of receivables from the top ten customers to the Consolidated Company’s total receivables were 46% and 45%, respectively, and the credit concentration risk of the remaining receivables was relatively insignificant.
The Finance Department manages the credit risk of bank deposits, fixed-income securities and other financial instruments in accordance with the Consolidated Company’s policies. Since the Consolidated Corporation’s counterparties are determined by internal control procedures and are creditworthy banks and investment-grade financial institutions, corporate organizations and government agencies, there is no significant credit risk.
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3. Liquidity risk
The Consolidated Company manages and maintains sufficient positions of cash and cash equivalents to support the Group’s operations and mitigate the impact of cash flow fluctuations. The Consolidated Company’s management monitors the use of bank financing lines and ensures compliance with the terms of the loan agreements.
The Company’s financial position as of December 31, 2021 was subject to the liquidity risk of current liabilities exceeding current assets. In order to improve its operating condition, the Company has been actively transforming and increasing its domestic power plant construction project business and wafer processing business in order to continuously improve its operations and increase profitability. At the same time, the Company has disposed of some of its long-term investments and completed the renewal of its bank loan facilities, and continues to negotiate and sign new long-term secured loan facilities with banks to meet short-term capital needs and improve liquidity risk.
Limit, to meet short-term capital needs and improve liquidity risk.
In order to meet the demand of repaying bank loans, the board meeting decided to issue 65,000 thousand rights shares on November 1, 2021. The book-close date of the rights shares was February 24, 2022 with a face value of NT$10. The subscription price per share was NT$25, and the total amount of share capital received was NT$1,625,000 thousand, which has been fully collected to meet the demand for repayment of bank loans and improve liquidity risk.
Bank loans are an important source of liquidity for the Consolidated Company. See (2) below for a description of the Consolidated Company’s unused financing lines.
-
(1) Liquidity and interest rate risk of non-derivative financial liabilities
-
The analysis of the remaining contractual maturities of non-derivative financial liabilities has been prepared based on the undiscounted cash flows (including principal and estimated interest) of the financial liabilities based on the earliest possible date on which the Consolidated Company could be required to make repayment. Therefore, bank loans that the Consolidated Company may be required to repay immediately are shown in the earliest period of the below table, without regard to the probability that the bank will enforce the right immediately; the maturity
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analysis of other non-derivative financial liabilities is prepared based on the contractual repayment dates.
The undiscounted interest amount of interest cash flows paid at floating interest rates is derived from the curve of the yield rate at the balance sheet date.
December 31, 2021
| Accounts payable Borrowing Corporate bonds Lease liabilities |
Less than 1 year |
1–3years | 4–5years | More than 5 years |
Total | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| $ 481,821 3,174,363 - 22,844 $ 3,679,028 |
$ - 866,740 339,700 42,773 $ 1,249,213 |
$ - 533,284 - 28,009 $ 561,293 |
$ - 919,405 - 65,253 $ 984,658 |
$ 481,821 5,493,792 339,700 158,879 $ 6,474,192 |
Further information on the maturity analysis of the financial liabilities above is as follows:
| Floating interest rate Fixed interest rate Lease liabilities |
Less than 1 year $2,608,039 566,324 22,844 $3,197,207 |
1–5years $ - 1,739,724 70,782 $1,810,506 |
5–10years $ - 612,514 65,253 $ 677,767 |
10–15years $ - 306,891 - $ 306,891 |
15–20years | More than 20 years |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| $ - - - $ - |
$ - - - $ - |
December 31, 2020
| Accounts payable Borrowing Corporate bonds Lease liabilities Long-term payables |
Less than 1 year |
1–3years | 4–5years | More than 5 years |
Total | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| $ 1,067,130 3,796,336 1,756,400 13,785 66,743 $ 6,700,394 |
$ - 775,759 - 26,406 - $ 802,165 |
$ - 315,199 - 25,841 - $ 341,040 |
$ - 974,715 - 80,519 - $ 1,055,234 |
$ 1,067,130 5,862,009 1,756,400 146,551 66,743 $ 8,898,833 |
Further information on the maturity analysis of the financial liabilities above is as follows:
| above is as | follows: | |||||||
|---|---|---|---|---|---|---|---|---|
| Floating interest rate Fixed interest rate Lease liabilities |
Less than 1 year NT$3,451,049 2,168,430 13,785 $5,633,264 |
1–5years $ -1,090,958 52,247 $1,143,205 |
5–10years $ -611,623 80,519 $ 692,142 |
10–15years $ -363,092 -$ 363,092 |
15–20years | More than 20 years |
||
$ ---$ - |
$ ---$ - |
(2) Financing line limit
December 31, 2021 December 31, 2020
| Unsecured bank overdraft limit (Revisited every year) - Amount used - Amount unused |
$ 1,948,342 1,898,502 $ 3,846,844 |
$ 2,171,575 1,381,330 $ 3,552,905 |
|---|---|---|
(Continued on next page)
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(Continued from previous page)
| Secured bank overdraft limit - Amount used - Amount unused |
December 31,2021 $ 3,809,192 1,144,677 $ 4,953,869 |
December 31,2020 | December 31,2020 |
|---|---|---|---|
| $ 3,855,560 354,130 $ 4,209,690 |
36. Related Party Transactions
All transactions, account balances, incomes and expenses between the Company and its subsidiaries, which are related parties of the Company, are eliminated upon consolidation and are therefore not disclosed in this note. In addition to those disclosed in other notes, the transactions between the Consolidated Company and other related parties are as follows:
- (1) Name and relationship of related party
| Name and relationship of related party | |
|---|---|
| Name of relatedparty Whole Max Green Power Co., Ltd. Ya Fei Solar Energy Co., Ltd. Hunjin Enterprise Inc. Jiahe Energy Co., Ltd. Whole Wing Energy Co., Ltd. Whole Fund Energy Co., Ltd. Yuandeng Solar Energy Co., Ltd. Tron Giga (Yancheng) Energy Co., Ltd. Tron Energy Technology Corporation Landian Solar Energy Co., Ltd. Lanjing Volt Co., Ltd. Huiqun Energy Co., Ltd. UJGIGA Co., Ltd. Yiguang Energy Co., Ltd. Yijia Energy Co., Ltd. Yichia Energy Co., Ltd. Yijshin Energy Co., Ltd. Yihui Energy Co., Ltd. Ligao Optoelectronics Co., Ltd. Lichao Optoelectronics Co., Ltd. |
Relationship with the Consolidated Company |
| Affiliated enterprise Affiliated enterprise Affiliated enterprise Affiliated enterprise Affiliated enterprise Affiliated enterprise Affiliated enterprise Affiliated enterprise Affiliated enterprise Affiliated enterprise Affiliated enterprise Affiliated enterprise Affiliated enterprise Affiliated enterprise (Note 1) Affiliated enterprise (Note 1) Affiliated enterprise (Note 1) Affiliated enterprise (Note 1) Affiliated enterprise (Note 1) Joint venture Joint venture (Note 2) |
(Continued on next page)
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(Continued from previous page)
Relationship with the Consolidated Name of related party Company Suefu Co., Ltd. Joint venture (Note 2) Giga Solar Green Power Co., Ltd. Joint venture Giga Solar No.1 Co., Ltd. Joint venture (Note 3) Giga Solar No.2 Co., Ltd. Joint venture (Note 3) Giga Solar No.3 Co., Ltd. Joint venture (Note 3) Shuoyitai Green Energy Co., Ltd. Joint venture (Note 4) Jieshuo Co., Ltd. Joint venture (Note 5) Long Time Tech. Co., Ltd. Related party in substance Jiangmen Long Time Electronic Related party in substance Materials Corporation Shanggao Long Time Tech. Co., Ltd. Related party in substance Wu, Xi-Lun Related party in substance Li, Ming-Zong Related party in substance
-
Note 1: Whole Max Green Power Co., Ltd. holds 100% of Yiguang Energy Co., Ltd., Yijia Energy Co., Ltd., Yichia Energy Co., Ltd., Yihsin Energy Co., Ltd. and Yihui Energy Co., Ltd., and is listed as an affiliated enterprise after evaluation.
-
Note 2: Ligao Optoelectronics Co., Ltd. owned 100% of Lichao Optoelectronics Co., Ltd. and Suefu Co., Ltd., and is listed as a joint venture after evaluation.
-
Note 3: Giga Solar Green Power Co., Ltd. owned 100% of Giga Solar No.1 Co., Ltd., Giga Solar No.2 Co., Ltd. and Giga Solar No.3 Co., Ltd., and is listed as a joint venture after evaluation.
-
Note 4: The Company increased its capital in August 2021 and holds 35% of Shuoyitai Green Energy Co., Ltd., and it is listed as a joint venture after evaluation.
-
Note 5: The Company increased its capital in November 2021 and holds 49.9% of Jieshuo Co., Ltd., and it is listed as a joint venture after evaluation.
-
(2) Operating revenues
| Account item Sales revenues |
Type/name of relatedparty Affiliated enterprise Related party in substance |
2021 $ 18,466 378 $ 18,844 |
2020 | ||
|---|---|---|---|---|---|
| $ 17,055 - $ 17,055 |
(Continued on next page)
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(Continued from previous page)
| Account item | Type/name of relatedparty | 2021 | 2020 | |||||
|---|---|---|---|---|---|---|---|---|
| Revenues |
Affiliated enterprise | |||||||
| from | Yuandeng Solar Energy | $ | - | $ | 11,168 |
|||
| construction | Co., Ltd. | |||||||
| projects | ||||||||
| Revenues |
Joint venture | |||||||
| from | Giga Solar Green Power | |||||||
| construction | Co., Ltd. | $ | 91,662 |
$ | 181,607 | |||
| projects | Ligao Optoelectronics | |||||||
| Co., Ltd. | 63,137 | 62,248 | ||||||
| Lichao Optoelectronics | ||||||||
| Co., Ltd. | 55,675 | 41,802 | ||||||
| $ | 210,474 | $ | 285,657 | |||||
| The above sale prices are agreed upon by | both | parties | and | there | is no | fixed | ||
| percentage of price increase. | ||||||||
| Purchases | ||||||||
| Account item | Type/name of relatedparty | 2021 | 2020 | |||||
| Purchases | Related party in substance | $ | 8 | $ | - | |||
| Affiliated enterprise |
- | 2,955 | ||||||
| $ | 8 | $ | 2,955 |
The above sale prices are agreed upon by both parties and there is no fixed percentage of price increase.
(3) Purchases
The purchase price of the Consolidated Company from a related party shall be negotiated by both parties with reference to the market situation. The payment terms for the Consolidated Company to purchase goods from related parties are equivalent to those of ordinary manufacturers, and the payment period is 60–90 days.
(4) Other income
| Other income | |||||
|---|---|---|---|---|---|
| Account item Other income |
Type/name of relatedparty Affiliated enterprise Joint venture Related party in substance |
2021 $ 2,927 1,477 238 $ 4,642 |
2020 | ||
| $ 1,284 957 - $ 2,241 |
(5) Receivables from related parties
| Account item Accounts receivables |
Type/name of relatedparty Affiliated enterprise Related party in substance Joint venture |
December 31, 2021 $ 135,450 253 - $ 135,703 |
December 31, 2020 |
December 31, 2020 |
|---|---|---|---|---|
| $ 88,781 - 7,113 $ 95,894 |
(Continued on next page)
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(Continued from previous page)
| Account item Other receivables |
Type/name of relatedparty Affiliated enterprise Joint venture Related party in substance |
December 31, 2021 $ 933 696 250 $ 1,879 |
December 31, 2020 |
December 31, 2020 |
|---|---|---|---|---|
| $ 735 1,420 - $ 2,155 |
- (6) Payables to related parties
| Account item Accounts payable Other payables |
Type/name of relatedparty Related party in substance Related party in substance Joint venture |
December 31, 2021 $ 8 $ 1,660 - $ 1,660 |
December 31, 2020 |
December 31, 2020 |
|---|---|---|---|---|
| $ 1,705 $ - 3,026 $ 3,026 |
- (7) Other advance receipts
December 31, December 31, Account item Type/name of related party 2021 2020 Other advance Joint venture $ 70 $ 55 receipts Affiliated enterprise 26 13 $ 96 $ 68 (8) Prepayments for investments December 31, December 31, Account item Type/name of related party 2021 2020 Prepayments for Affiliated enterprise - investments Tron Energy $ $ 62,152 Technology Corporation
-
(8) Prepayments for investments
-
(9) Property, plant and equipment acquired
| Type/name of relatedparty Affiliated enterprise |
Acquisitionprice | Acquisitionprice | Acquisitionprice | |
|---|---|---|---|---|
| 2021 $ 40 |
2020 | |||
| $ 100 |
- (10) Other related party transactions
The Consolidated Company participated in the rights shares of Tron Energy Technology Corporation in August 2021 and increased the investment amount by NT$134,602 thousand. Because it did not subscribe according to the original shareholding ratio, the shareholding ratio decreased from 13.89% to 12.73%.
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(11) Lease agreement
| Lease agreement | ||||
|---|---|---|---|---|
| Type/name of relatedparty Rental income Affiliated enterprise Joint venture |
2021 $ 6,026 181 $ 6,207 |
2020 | ||
| $ 5,892 161 $ 6,053 |
The Consolidated Company leases office space to related parties. The lease terms are determined by agreement between the two parties and the rent is collected monthly.
- (12) Contract assets
| Contract assets | ||||
|---|---|---|---|---|
| Type/name of relatedparty Joint venture Giga Solar Green Power Co., Ltd. Ligao Optoelectronics Co., Ltd. Lichao Optoelectronics Co., Ltd. Suefu Co., Ltd. |
2021 $ 42,382 9,323 5,564 1,873 $ 59,142 |
2020 | ||
| $ 7,619 37,578 36,236 - $ 81,433 |
(13) Contract liabilities
| (13) | Contract liabilities | ||||
|---|---|---|---|---|---|
| (14) | Type/name of relatedparty Affiliated enterprise Lanjing Volt Co., Ltd. Landian Solar Energy Co., Ltd. Joint venture Lichao Optoelectronics Co., Ltd. Borrowings from related parties Interest expense Type/name of relatedparty Related party in substance |
2021 $ 1,569 1,011 $ 2,580 $ 4,462 2021 $ 2,133 |
2020 | ||
| $ 1,569 1,011 $ 2,580 $ 759 2020 |
|||||
| $ 1,342 |
The interest expenses above are mainly incurred by borrowings from substantial related parties for short-term project purposes and short-term working capital needs. The interest expenses in 2021 and 2020 are calculated according to the balance of outstanding loans multiplied by the annual interest rate of 3.50%–4.50%.
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(xv) Lending to related parties
Interest income
Type/name of related party December 31, 2021 December 31, 2020 Joint venture Ligao Optoelectronics Co., Ltd. $ - $ 15
The lending amount was NT$3,200 thousand on September 8, 2020 and was fully collected on November 30, 2020, with no lending balance on December 31, 2020.
- (16) Salary for key management
| Salary for key management | ||||
|---|---|---|---|---|
| Short-term employee benefits Post-employment benefits |
2021 $ 45,760 1,176 $ 46,936 |
2020 | ||
| $ 44,269 2,579 $ 46,848 |
The remuneration for directors and other key management is determined by the Remuneration Committee based on individual performance and market trends.
37. Pledged Assets
The following assets have been pledged as collateral for financing loans and issuance of corporate bonds, lodgment of collateral for litigation and tariff guarantees for imported raw materials or deposits for performance guarantee of contracts and leases.
| Item Property, plant and equipment (including investment property) Refundable deposits Other financial assets – current and non-current Notes receivables Shares of subsidiaries (Giga Solar Materials Corporation) |
December 31, 2021 $ 1,640,698 148,909 98,681 4,269 1,617,409 $ 3,509,966 |
December 31, 2020 $ 451,181 554,609 64,109 - 1,354,988 $ 2,424,887 |
Content of secured debts |
|---|---|---|---|
| Bank borrowings Processed the lodgment of collateral with the lodgment office of the Hsinchu District Court and the deposit of court cost, etc. for the Philips lawsuit. Customs bonds, performance bonds, commodity bonds, lease bonds and bank loans Bank borrowings 1) Bank loans, short-term bills payable and project performance guarantees |
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38. Significant Contingent Liabilities and Unrecognized Contract Commitments
-
(1) As of December 31, 2021, the unused balance of the letters of credit opened by the Consolidated Company amounted to approximately NT$29,782 thousand.
-
(2) The Company has entered into the following product licensing agreements with the following companies:
| following companies: | ||||
|---|---|---|---|---|
| Companyname Industrial Technology Research Institute |
Payment of royalties for products Coating-related products |
Contract Year November 2005 |
Valid period 20 years |
Calculation of royalties |
| Calculated based on product sales, payable annually |
-
(3) On November 8, 2017, the Consolidated Company’s subsidiary, Giga Solar Materials Corporation, resolved by the Board of Directors to merge with E. I. du Pont de Nemours and Company entered into a non-exclusive patent license agreement and paid a license fee to obtain a patent license related to solar conductive plasma.
-
(4) Heraeus Precious Metals North America Conshohocken LLC. ( “Heraeus”) filed a civil lawsuit against the subsidiary Giga Solar Materials Corporation at the Taiwan Intellectual Property Court on June 10, 2015, and claimed that the different types of conductive paste products sold by Giga Solar Materials Corporation infringed items 1–7 of the patent scope of its invention patent No. I432539 of the Republic of China (“the patent of Heraeus”), and claimed compensation of NT$10 million. The subsidiary Giga Solar Materials Corporation claimed that the patent of Heraeus was invalid, and Giga Solar Materials Corporation did not infringe the holly’s patent. On July 7, 2017, the Intellectual Property Court announced the first-instance judgment dismissed the claim of the plaintiff Heraeus. Heraeus filed a second instance appeal on August 4, 2017, but was rejected by the second instance judgment of the Taiwan Intellectual Property Court on May 23, 2019. Heraeus filed a third instance appeal to the Supreme Court in July 2019, and the Supreme Court rejected the appeal of Heraeus on December 2, 2020.
-
(5) Sunshine Solar Power Generation Co., Inc., a subsidiary of the Consolidated Company, entered into a construction contract with Meralco Industrial Engineering Services Corporation for a total contract amount of US$4,546 thousand and Philippine peso 117,500 thousand. The accumulated amount paid as of December 31, 2021 was US$3,436 thousand and Philippine peso 11,175 thousand, which were recorded as construction in progress.
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-
(6) The Consolidated Company entered into a contract with a supplier for the purchase of equipment and materials for the construction of a solar power plant at a contract price of US$48,649 thousand. As of December 31, 2021, the cumulative amount paid was US$24,716 thousand. However, due to the delay in the construction of the solar power plant, the Consolidated Company and the supplier are still in the process of negotiating the termination of the contract. The Consolidated Company has assessed that the aforementioned incident does not have a significant impact on the current operations.
-
(7) Koninklijke Philips Electronics N.V. (“Philips”) filed a civil lawsuit against the Company on April 28, 2014, claiming that the DVD-R and DVD-RW products manufactured and sold by the Company infringe upon Philips’ patent No. 82864 in the Republic of China (“Patent at Issue”), and requesting the Company to pay compensation of NT$10,000 thousand plus interest at 5% per annum from the day following the service of the complaint to the date of settlement. On May 13, 2015, Philips requested the Taiwan Intellectual Property Court to expand the amount of the original patent infringement lawsuit filed against Philips from NT$10,000 thousand to NT$1,050,000 thousand. On March 29, 2016, the Intellectual Property Court ruled in the first instance that the Company should compensate Philips for NT$10,500 thousand plus interest at 5% per annum from June 25, 2015 to the date of settlement, and dismissed the rest of Philips’ claims. The Company and Philips filed appeals to the Intellectual Property Court for the 2nd instance against the judgment of the first trial. The second instance of the Intellectual Property Court ruled on June 29, 2017 that the Company should return NT$1,050,000 thousand to Philips as unjust enrichment, and therefore the Company has already recorded in the accounting books the amount of the second instance judgment plus interest. The Company reappointed professional lawyers to appeal to the Supreme Court against the aforementioned second instance judgment of the Intellectual Property Court. The Supreme Court ruled on September 26, 2018 that the original judgment ordering the Company to pay and dismissing the Company’s appeal and the portion related to the court costs were reversed and remanded to the Intellectual Property Court. Therefore, the Company reversed the full amount of the potential compensation from the original intellectual property court’s second instance verdict in accordance with the Supreme Court’s ruling.
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The judgment of the Intellectual Property Court adjudicating the case was pronounced on May 14, 2020. The Intellectual Property Court ruled that the Company should pay Philips an additional NT$409,885 thousand, plus interest at 5% per annum from June 25, 2015 to the date of settlement. The portion of the payment ordered by the judgment may be provisionally executed with a guarantee of NT$136,630 thousand issued by Philips or a promissory note of the same amount by Citibank Taiwan Limited. However, if the Company provides security in advance for Philips with NT$ 409,885 thousand, it is exempted from provisional execution. The Company has estimated and booked the amount of the intellectual property court judgment plus interest.
After receiving the judgment of the Intellectual Property Court on May 25, 2020, the Company lodged NT$409,885 thousand with the Hsinchu District Court as provision of security in advance to be exempted from the provisional execution, and on September 28, 2020, the Company provided a performance guarantee of NT$409,885 thousand from Shanghai Commercial Bank. On September 30, 2020, the Company obtained a ruling from the Intellectual Property Court to replace the original lodgment with the performance guarantee from the Shanghai Commercial Bank and on January 18, 2021, the Company received back the lodgment of NT$409,885 thousand and its interest. The Company pledged 3,183 thousand shares of Giga Solar Materials Corporation’s stock under the performance guarantee contract with Shanghai Commercial Bank and lodged NT$160,000 thousand in a demand deposit reserve account in January 2021.
The Company has officially signed a confidential settlement agreement with Philips on April 28, 2021, which has come into force on April 30, 2021. According to the settlement agreement, both Philips and the Company withdrew their appeal on May 13, 2021; The Company withdrew the Shanghai Commercial Bank guarantee deposited with the court in June 2021, withdrew the NT$160,000 thousand deposited in the demand deposit reimbursement account, and then withdrew the rest of the cash deposited with the court on June 21, 2021. All litigation and non-litigation proceedings between the company and Philips have been concluded.
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- Information on Foreign Currency Assets and Liabilities with Significant Effect The following information is expressed in aggregate in foreign currencies other than the functional currency of each of the consolidated entities, and the exchange rates disclosed refer to the rates at which such foreign currencies are converted to the functional currency. Information on foreign currency assets and liabilities with significant effect is as follows:
| December 31, 2021 Financial assets Monetary items RMB USD JPY THB EUR Financial liabilities Monetary items USD JPY THB RMB December 31, 2020 Financial assets Monetary items RMB USD JPY THB EUR Financial liabilities Monetary items USD JPY THB RMB |
Foreign currency $ 409,208 90,900 221,163 9,877 36,045 55,345 3,555 17,755 2,003 686,871 107,533 1,101,770 40,333 128 44,329 1,008,076 37,793 3,763 |
Exchange rate 4.3440 27.6800 0.2405 0.8282 31.3200 27.6800 0.2405 0.8282 4.3440 4.3770 28.4800 0.2763 0.9482 35.0200 28.4800 0.2763 0.9482 4.3770 |
Book value | |
|---|---|---|---|---|
| $ 1,777,600 2,516,112 53,190 29,852 309,348 153,950 855 14,705 8,701 3,006,434 3,062,540 304,419 38,244 4,483 1,262,490 278,531 35,835 16,471 |
The net foreign currency exchange gain (loss) (realized and unrealized) of the Consolidated Company was NT$(81,839) thousand and NT$2,550 thousand in 2021 and 2020, respectively. Due to the wide variety of the functional currencies of the group
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entities with foreign currency transaction, it is not possible to disclose the exchange gains or losses by each currency of significant impact.
40. Additional Disclosure
-
(1) Information on major transactions and (ii) invested enterprise
-
Lending funds to others (Exhibit 1)
-
Endorsement and guarantee for others (Exhibit 2)
-
Marketable securities held at the end of the period (excluding investment in subsidiaries, affiliated enterprises and joint ventures) (Exhibit 3)
-
Acquisition or sale of the same security with the accumulated cost exceeding NT$300 million or 20% of the Company’s paid-in capital. (None)
-
Acquisition of real estate exceeding NT$300 million or 20% of paid-in capital or more. (Exhibit 4)
-
Disposal of real estate exceeding NT$300 million or 20% of paid-in capital or more. (None)
-
Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more. (Exhibit 5)
-
Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more. (Exhibit 6)
-
Engagement in derivative transactions. (None)
-
Business relationships and significant intercompany transactions between the parent and subsidiaries and between subsidiaries and the amounts involved: (Exhibit 7)
-
Information on Investees (Exhibit 8)
-
(3) Information on investment in Mainland China
-
The name of the investees in Mainland China, principal business, paid-in capital, investment methods, capital outward and inward remittances, shareholding, investment gains and losses, investment carrying amount at the end of the period, repatriated investment gains and losses, and investment quota for Mainland China. (Exhibit 9)
-
Please refer to the following significant transactions with Mainland China investees directly or indirectly through third regions, as well as their prices, payment terms, and unrealized profits or losses: (Exhibits 1 and 2 and Note 7)
- (1) The amount and percentage of purchases and the related ending balance and percentage of payables.
-128-
- (2) The amount and percentage of sales and the related ending balance and percentage of receivables.
- (3) The amount of property transactions and the amount of resulting gains or losses.
- (4) The ending balance of endorsement guarantee of bills or the provision of collateral and its purpose.
- (5) The maximum balance, ending balance, interest rate range and total current interest amount of financial accommodation
- (6) Other transactions that have a significant effect on the current profit or loss or financial position, such as the provision or receipt of services.
-
(4) Information on major shareholders: Name, number and percentage of shares held by shareholders with 5% or more of the shares. (None)
-
Segment Information
- The reportable segments of the Consolidated Company are strategically managed business units that provide different products and services and earn revenues and incur expenses. Since each strategic business unit requires different technology and marketing strategies, the operating decision maker manages and monitors the operating results of each business unit separately to make decisions on resource allocation and performance evaluation.
The reportable segments of the Consolidated Company are as follow:
-
The Silicon Products Division is engaged in the production, processing and sale of solar silicon wafers, solar silicon accessories and wafers, as well as the manufacturing and sale of diamond wires.
-
The Photovoltaic Materials Division is mainly engaged in the research and development, manufacturing and sales of solar conductive plasma.
-
The Solar Power Plant Division is mainly engaged in solar power plant construction, solar power plant power generation and electricity sales.
The Consolidated Company aggregated the business divisions of Gigastorage Corporation, Giga Diamond Materials Corporation, Yancheng Giga Diamond Materials Corporation, and Hua Hsu Optotech Co., Ltd. and consolidated their relevant information into the reportable segment of Silicon Products Division, since management determines that these divisions have similar economic characteristics and meet most of the aggregation criteria,
-129-
The profits or losses of the reportable segments of the Consolidated Company are measured at operating profits before tax and are used as the basis for performance evaluation. The accounting policies of the business divisions are the same as those described in the summary of significant accounting policies in Note 4; however, non-operating income and gains, non-operating expenses and losses, and income taxes in the consolidated financial statements are managed on a group basis and are not allocated to the business divisions.
Transfer pricing between business divisions of the Consolidated Company is based on similar regular transactions with external third parties or markets.
- (1) Segment Revenue and Operating Results
The revenue and operating results of the Consolidated Company’s continuing operations are analyzed by reportable segment as follows:
2021
| 2021 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated revenues Operating costs and expenses Division profits (losses) Other income and expenses Interest income Share of affiliates and joint ventures accounted for using the equity method Other income Other gains and losses Financial costs Net income before tax from continuing operations |
Silicon Products Division |
Photovoltaic Materials Division |
Solar Power Plant Division |
Other Divisions |
Adjustments and eliminations |
Total | ||||||
( ( |
$ 1,890,860 1,912,068) $ 21,208) |
( ( |
$ 5,304,075 5,625,197) $ 321,122) |
( |
$ 477,060 393,881) $ 83,179 |
( ( |
$ 675,823 773,745) $ 97,922) |
$ - - $ - |
$ 8,347,818 (8,704,891) ( 357,073 ) 254,805 4,261 1,941 101,553 ( 164,920 ) ( 105,281) ($ 264,714) |
2020
| 2020 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated revenues Operating costs and expenses Division profits (losses) Other income and expenses Interest income Share of affiliates and joint ventures accounted for using the equity method Other income Other gains and losses Financial costs Net losses before tax from continuing operations |
Silicon Products Division |
Photovoltaic Materials Division |
Solar Power Plant Division |
Other Divisions |
Adjustments and eliminations |
Total | ||||||
( ( |
$ 621,836 761,330) $ 139,494) |
( |
$ 7,932,869 7,590,730) $ 342,139 |
( |
$ 602,420 505,195) $ 97,225 |
( ( |
$ 397,610 530,683) $ 133,073) |
$ - - $ - |
$ 9,554,735 (9,387,938) 166,797 ( 409,885 ) 3,347 293 96,859 ( 82,625 ) ( 272,427) ($ 497,641) |
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(2) Revenues from major products
| Revenues from major products | ||||
|---|---|---|---|---|
| Revenues from sales of conductive paste Revenues from sales of silicon products Revenues from sales of electricity Revenues from construction projects Others |
2021 $ 5,304,075 1,890,860 252,949 224,111 675,823 $ 8,347,818 |
2020 | ||
| $ 7,932,869 621,836 263,997 312,991 423,042 $ 9,554,735 |
(3) Regional information
Revenues from external customers:
| Revenues from external customers: | ||||
|---|---|---|---|---|
| Taiwan Mainland China Other countries Total |
2021 $ 1,708,796 3,798,248 2,840,774 $ 8,347,818 |
2020 | ||
| $ 1,546,121 5,738,272 2,270,342 $ 9,554,735 |
Revenue is aggregated based on the country in which the customer is located. Non-current assets:
| Non-current assets: | ||||
|---|---|---|---|---|
| Taiwan Mainland China Japan Others Total |
2021 $ 2,371,673 1,209,933 1,122,514 614,320 $ 5,318,440 |
2020 | ||
| $ 1,856,319 1,312,308 1,336,617 634,428 $ 5,139,672 |
- (4) Information on major customers
Revenues from a single customer amounting to 10% or more of the Consolidated
Company’s total revenues are listed as follows:
| Item Customer A Customer B |
2021 $ 1,247,849 949,021 |
2020 |
|---|---|---|
| $ 225,650 465,162 |
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Gigastorage Corporation and Subsidiaries
Exhibit 1
Units: NTD thousands, unless otherwise stated
Lending Funds to Others
January 1 to December 31, 2021
| Number | The lending company of funds |
The borrower of funds | Transactions | Related party or not |
Highest balance in the period |
Balance at the end of the period |
Actual amounts drawn |
Interest range |
Nature of funds lending |
Amount of business dealings |
Reasons for the necessity of short-term financial accommodation |
Provision of allowance for doubtful accounts |
Collateral | Collateral | The limit for individual funds lending |
The limit for total funds lending |
Remarks |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Value | ||||||||||||||||
| 0 1 2 3 4 5 6 7 8 |
Gigastorage Corporation Giga Solar Materials Corporation Whole Sun Green Power Co., Ltd. Green Energy Electrode Inc. Green Energy Electrode, Inc.(Smoa) Wisdom Field Limited Merchant Energy PTE., Ltd. Eiwa Electric Power Co., Inc. Giga Diamond Materials Corporation |
Wafering Technology Corporation Yancheng Giga Solar Materials Corporation Sunshine Solar Power Generation Co., Inc. Yancheng Green Energy Electrode Crop. Green Energy Electrode, Inc.(Samoa) Yancheng Green Energy Electrode Crop. Sunshine Solar Power Generation Co., Inc. Sunshine Solar Power Generation Co., Inc. Giga Solar Materials Corporation Yancheng Giga Diamond Materials Corporation Hua Hsu Optotech Co., Ltd. |
Other receivables Other receivables (Note 1) Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables |
Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes |
$ 30,000 1,103,216 ( CNY 253,963 ) 470,105 ( USD 16,984 ) 44,288 ( USD 1,600 ) 8,304 ( USD 300 ) 8,304 ( USD 300 ) 193,760 ( USD 7,000 ) 130,096 ( USD 4,700 ) 240,500 ( JPY1,000,000 ) 209,814 ( USD 7,580 ) 30,000 |
$ - 703,568 ( CNY 161,963 ) 259,737 ( USD 9,384 ) 44,288 ( USD 1,600 ) 8,304 ( USD 300 ) 8,304 ( USD 300 ) 193,760 ( USD 7,000 ) 130,096 ( USD 4,700 ) - ( JPY - ) 157,499 ( USD 5,690 ) 25,000 |
$ - 703,568 ( CNY 161,963 ) 259,737 ( USD 9,384 ) 44,288 ( USD 1,600 ) 8,304 ( USD 300 ) 8,304 ( USD 300 ) 193,760 ( USD 7,000 ) 130,096 ( USD 4,700 ) - ( JPY - ) 157,499 ( USD 5,690 ) 25,000 |
2.5% - 2% 1% 1% 1% 2% 2% 1.6% 1% 3% |
Short-term financial accommodation Business dealings Short-term financial accommodation Short-term financial accommodation Short-term financial accommodation Short-term financial accommodation Short-term financial accommodation Short-term financial accommodation Short-term financial accommodation Short-term financial accommodation Short-term financial accommodation |
$ - 960,771 - - - - - - - - - |
--To meet the operational needs of subsidiary To meet the operational needs of subsidiary To meet the operational needs of subsidiary To meet the operational needs of subsidiary To meet the operational needs of subsidiary To meet the operational needs of subsidiary To meet the operational needs To meet the operational needs of subsidiary To meet the operational needs of subsidiary |
$ - - - - - - - - - - - |
No No No No No No No No No No No |
$ - - - - - - - - - - - |
$ 289,457 (Note 2) 960,771 (Note 2) 592,267 (Note 3) 55,502 (Note 7) 55,502 (Note 7) 25,992 (Note 7) 184,769 (Notes 3 and 8) 109,704 (Notes 3 and 8) 615,931 (Note 5) 266,116 (Note 4) 266,116 (Note 4) |
$ 1,157,826 (Note 2) 2,563,646 (Note 2) 888,400 (Note 3) 111,005 (Note 7) 111,005 (Note 7) 51,984 (Note 7) 277,153 (Note 3) 164,557 (Note 3) 615,931 (Note 5) 266,116 (Note 4) 266,116 (Note 4) |
----------- |
Note 1: It refers to the other receivables recognized instead due to the fact that the receivables of related parties exceeded a certain period of normal credit extension period, and the loan nature was approved by the board meeting of Giga Solar Materials Corporation on November 11, 2021.
Note 2: The amount of funds lending to individual shall not exceed 10% of the current net worth of the lending company, and the total amount of funds lending shall not exceed 40% of the current net worth of the lending company; for companies that have business dealings with the Company, the amount of individual funds lending shall not exceed the amount of business dealings between the two parties, and the total amount of funds lending from the Company shall not exceed 40% of the Company’s net worth.
Note 3: The total amount of funds lending shall not exceed 60% of the net worth of the lending company, and the total amount of funds lending to companies with short-term financial accommodation needs shall not exceed 40% of the net worth of the lending company. If the lending company directly
or indirectly owns more than 50% of the voting shares of a subsidiary or a subsidiary that is included as a consolidated entity under IFRSs, the amount of individual funds lending is limited to 40% of the Company’s net worth; the amount of individual funds lending to other parties is limited to 10% of the Company’s net worth.
Note 4: The total amount of funds lending shall not exceed 40% of the Company’s net worth, and the amount of funds lending to individual companies that are affiliated with the Company with short-term financing accommodation needs shall be limited to 40% of the Company’s net worth; for other parties, the amount shall not exceed 10% of the Company’s net worth.
Note 5: The total amount of funds lending by Eiwa Electric Power Co., Inc. shall be limited to no more than 2% of its most recent net worth. The amount of individual funds lending to the parent company that directly or indirectly holds 100% of its voting shares is limited to 2000% of the Company’s
net worth. For subsidiaries in which more than 50% of the voting shares are directly or indirectly held and are in needs for short-term financial accommodation as well as those included in the consolidated entities under IFRSs, the amount of individual funds lending is limited to 40% of its most recent net worth.
Note 6: If foreign currencies are involved, they are converted into New Taiwan dollars at the exchange rate on the date of the financial report (the ending exchange rate is 1 RMB = 4.3440 NT$, 1 USD = 27.68 NTD and 1 JPY = 0.2405 NTD).
Note 7: The total amount of funds lending shall not exceed 40% of the Company’s most recent net worth, and the amount of funds lending to individual companies that are affiliated with the Company for short-term financing accommodation shall be limited to 20% of the Company’s most recent net worth; for other parties, the amount shall not exceed 10% of the Company’s most recent net worth.
Note 8: The capital loan and ending balance exceeded the limit; the subsidiary Whole Sun Green Power Co., Ltd. formulated an improvement plan on December 8, 2021 which has been approved by the board meeting, and will complete the improvement according to the planned schedule.
Note 9: NT$748,644 thousand was recognized as other receivables due to the fact that the receivables of Giga Solar Materials Corporations from Yancheng Giga Diamond Materials Corporation exceeded a certain period of normal credit extension period, and the loan nature was approved by the board meeting of Giga Solar Materials Corporation on January 24, 2022.
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Gigastorage Corporation and Subsidiaries
Endorsement and Guarantee for Others
January 1 to December 31, 2021
Exhibit 2
Units: NTD thousands, unless otherwise stated
| Number | Name of the company providing endorsement and guarantee |
Partyendorsed andguaranteed | Partyendorsed andguaranteed | Limit for endorsement and guarantee for a single enterprise |
Balance of the maximum endorsement and guarantee for the period |
Balance of endorsement and guarantee at the end of the period |
Actual amounts drawn |
Amount of endorsement and guarantee by property |
Percentage of cumulative endorsement and guarantee to net worth of the most recent financial statements (%) |
Limit for Maximum Endorsement and Guarantee |
Parent company endorsement and guarantee for subsidiary |
Subsidiary endorsement and guarantee for parent company |
Endorsement and guarantee for Mainland China |
Remarks |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company name | Relationship | |||||||||||||
| 1 | Giga Diamond Materials Corporation |
Yancheng Giga Diamond Materials Corporation |
2 | $ 665,291 (Note 1) |
$ 208,512 | $ 186,792 | $ 121,082 | $ 129,582 | 28.08 | $ 665,291 | Y | - |
Y | - |
Note 1: According to Giga Diamond Materials Corporation’s “Operating Procedures for Endorsements and Guarantee,” the total amount of endorsement and guarantee shall not exceed 100% of the net worth of the current period, among which the endorsement and guarantee limit for a single enterprise shall not exceed 10% of the net worth of the current period, except for the subsidiaries directly or indirectly invested by Giga Diamond Materials Corporation. The total amount of endorsements and guarantee by Giga Diamond Materials Corporation and its subsidiaries as a whole shall not exceed 100% of the Company’s net worth, and the endorsement and guarantee for a single enterprise shall not exceed 10% of the Giga Diamond Materials Corporation’s net worth.
Note 2: If foreign currencies are involved, they are converted into New Taiwan dollars at the exchange rate on the date of the financial report (the ending exchange rate is 1 RMB = 4.3440 NT$, 1 USD = 27.68 NTD and 1 JPY = 0.2405 NTD).
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Gigastorage Corporation and Subsidiaries
Marketable Securities Held at the End of the Period
December 31, 2021
Exhibit 3
Units: NTD thousands, unless otherwise stated
| .Subsidiaries held | Type of marketable securities |
Name of marketable securities | Relationship with the issuer of marketable securities |
Booked account | End of theperiod | End of theperiod | Remarks | |||
|---|---|---|---|---|---|---|---|---|---|---|
| Unit | Book value | Shareholding (%) |
Fair value | |||||||
| Gigastorage Corporation Wafering Technology Corporation Giga Solar Materials Corporation Green Energy Electrode Inc. |
Stocks Stocks Stocks Stocks Funds Stocks Stocks Stocks |
Prorit Corporation New Land Packing Corporation Big Sun Energy Technology Inc. SyneuRx International (Taiwan) Corp. TIEF Fund, L.P. Long Time Tech. Co., Ltd. Big Sun Energy Technology Inc. Phoenix Battery Corporation |
--The Company is its corporate director -- - - - |
Financial assets measured at fair value through other comprehensive income – non-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 Financial assets at fair value through profit or loss – non-current Financial assets at fair value through profit or loss – non-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 Financial assets at fair value throughprofit or loss – non-current |
3,942,205 2,155,410 8,000,000 245,086 - 8,005,000 2,250,000 500,000 |
$ 12,812 34,637 - 11,997 26,284 460,859 - 5,000 |
1.26 11.97 1.98 0.20 7.45 6.65 0.56 1.33 |
$ 12,812 34,637 - 11,997 26,284 460,859 - 5,000 |
-------- |
Note 1: The marketable securities listed above were not guaranteed or pledged for borrowing or otherwise restricted by contract as of December 31, 2021.
Note 2: For information on investment in subsidiaries and affiliated companies, please refer to Exhibits 8 and 9.
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Gigastorage Corporation and Subsidiaries
Acquisition of Real Estate Reaching NT$300 Million or 20% of Paid-in Capital or More.
January 1 to December 31, 2021
Exhibit 4
Unit: NTD thousands
| The company which acquired the real estate |
Asset name | Date of occurrence |
Transaction amount |
Consideration payment status |
Trading counterparty |
Relationship | If the trading | counterparty is a related party, the previous transfer information |
counterparty is a related party, the previous transfer information |
counterparty is a related party, the previous transfer information |
Reference for price determination |
Acquisition purpose and status of use |
Other agreed matters |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Owner |
Relationship with the issuer |
Transfer date | Amount | ||||||||||
| The Company. Giga Solar Materials Corporation |
Land Land and buildings Land and buildings |
February 19, 2021 July 6, 2021 December 15, 2021 |
1/6 of NT$2,000,000 thousand $ 315,000 840,379 |
The first installment has been paid, and the total amount is NT$50,000 thousand $ 315,000 80,000 |
Natural person Yoyo Enterprise Inc. Energy Pass Incorporation |
No No No |
Not applicable Not applicable Not applicable |
Not applicable Not applicable Not applicable |
Not applicable Not applicable Not applicable |
Not applicable Not applicable Not applicable |
Market price and appraisal report After considering the current market price and negotiating with the seller After considering the current market price and negotiating with the seller |
It is required for participating in the development of the Green Energy Industrial Park and the medium and long-term operation planning of the Group For the operation of Giga Solar Materials Corporation and its subsidiaries For the operation of Giga Solar Materials Corporation and its subsidiaries |
No No No |
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Gigastorage Corporation and Subsidiaries
Purchases or Sales of Goods from or to Related Parties Reaching NT$100 Million or 20% of Paid-in Capital or More
January 1 to December 31, 2021
Exhibit 5
Units: NTD thousands, unless otherwise stated
| Purchase (sales) company |
Name of trading counterparty |
Relationship | The circumstance of the dealings | The circumstance of the dealings | The circumstance of the dealings | The circumstances and reasons why the trading terms are different from those of ordinarytransactions |
The circumstances and reasons why the trading terms are different from those of ordinarytransactions |
Notes and accounts receivable (payable) |
Notes and accounts receivable (payable) |
Remar ks |
|
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase (sales) |
Amount | As a percentage of total purchase (sales) |
Credit period | Unit price | Credit period | Balance | As a percentage of total notes and accounts receivable (payable) |
||||
| Giga Solar Materials Corporation |
Yancheng Giga Solar Materials Corporation |
Affiliates of the Company |
Sales | $ 959,382 | 21.15% | Monthly settlement 120–180 days |
$ - |
- |
$ 477,094 | 46.12% | - |
-136-
Gigastorage Corporation and Subsidiaries
Receivables from Related Parties Reaching NT$100 Million or 20% of Paid-in Capital or More.
December 31, 2021
Exhibit 6
Units: NTD thousands, unless otherwise stated
| Companies recorded as accounts receivables |
Name of trading counterparty |
Relationship | Balance of receivables from related parties |
Turnover rate | Past due receivables from relatedparties | Past due receivables from relatedparties | Amount of receivables from related parties collected during the subsequentperiod |
Provision of allowance for loss |
|---|---|---|---|---|---|---|---|---|
| Amount | Method of processing |
|||||||
| Accounts receivable and other receivables Giga Solar Materials Corporation Giga Diamond Materials Corporation Other receivables Whole Sun Green Power Co., Ltd. Wisdom Field Limited (Samoa) Merchant Energy PTE.,Ltd. Yancheng Giga Solar Materials Corporation |
Yancheng Giga Solar Materials Corporation Yancheng Giga Diamond Materials Corporation Sunshine Solar Power Generation Co., Inc. Sunshine Solar Power Generation Co., Inc. Sunshine Solar Power Generation Co., Inc. Tron Giga (Yancheng) Energy Co., Ltd. |
Affiliates of the Company Affiliates of the Company Affiliates of the Company Affiliates of the Company Affiliates of the Company Affiliates of the Company |
$ 1,444,023 288,589 269,085 199,955 138,716 117,440 |
Once - - - - - |
$ 966,929 131,090 - - - 9,997 |
Ongoing Collections Ongoing Collections ---Ongoing Collections |
$ 499,560 - - - - 9,997 |
$ - - - - - - |
-137-
Gigastorage Corporation and Subsidiaries
Business Relationships and Significant Intercompany Transactions between the Parent and Subsidiaries and the Amounts Involved:
January 1 to December 31, 2021
Exhibit 7
Units: NTD thousands, unless otherwise stated
| Number | Name of trading counterparty | Trading counterparty | Relationship with the trading counterparty |
Circumstance of the transactions | Circumstance of the transactions | ||
|---|---|---|---|---|---|---|---|
| Account | Amount | Terms of Trade | Percentage of total consolidated revenues or total assets |
||||
| 0 1 2 3 4 5 6 7 8 9 |
Gigastorage Corporation Ho Mi Specialty Materials Corporation Giga Solar Materials Corporation Whole Sun Green Power Co., Ltd. Green Energy Electrode Inc. Green Energy Electrode, Inc.(Samoa) Wisdom Field Limited (Samoa) Merchant Energy PTE., Ltd. Giga Diamond Materials Corporation Hua Hsu Optotech Co., Ltd. |
Giga Solar Materials Corporation Ho Mi Specialty Materials Corporation Yancheng Giga Diamond Materials Corporation Hua Hsu Optotech Co., Ltd. Whole Sun Green Power Co., Ltd. Giga Solar Materials Corporation Yancheng Giga Solar Materials Corporation Sunshine Solar Power Generation Co., Inc. Green Energy Electrode, Inc.(Samoa) Yancheng Green Energy Electrode Crop. Yancheng Green Energy Electrode Crop. Sunshine Solar Power Generation Co., Inc. Sunshine Solar Power Generation Co., Inc. Yancheng Giga Diamond Materials Corporation Hua Hsu Optotech Co., Ltd. Yancheng Giga Diamond Materials Corporation |
1 1 1 1 1 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 |
Other receivables Other payables Purchases Other receivables Sales revenues Sales revenues Sales revenues Sales revenues Accounts receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Accounts receivables Other receivables Other receivables Interest income R&D expenses Other receivables Interest income Other receivables Operating revenues Operating costs Property, plant and equipment Accountspayable |
$ 3,910 1,035 1,066 1,640 2,319 2,329 1,900 959,382 477,094 966,929 269,085 8,304 44,288 8,304 199,955 138,716 8,398 122,692 157,499 1,656 93 25,000 792 2,784 224 114 728 33 |
90 days from the monthly cut-off day 90 days from the monthly cut-off day The above purchase prices are agreed upon by both parties and there is no fixed percentage of price increase. 90 days from the monthly cut-off day The above sale prices are agreed upon by both parties and there is no fixed percentage of price increase. The above sale prices are agreed upon by both parties and there is no fixed percentage of price increase. The above sale prices are agreed upon by both parties and there is no fixed percentage of price increase. The above sale prices are agreed upon by both parties and there is no fixed percentage of price increase. Monthly settlement 120 – 180 days According to the contract According to the contract According to the contract According to the contract According to the contract According to the contract According to the contract 90 days from the monthly cut-off day 90 days from the monthly cut-off day According to the contract 90 days from the monthly cut-off day 90 days from the monthly cut-off day According to the contract 90 days from the monthly cut-off day 90 days from the monthly cut-off day 90 days from the monthly cut-off day 90 days from the monthly cut-off day According to the contract 90 days from the monthlycut-off day |
0.03% 0.01% 0.01% 0.01% 0.03% 0.03% 0.02% 11.49% 3.23% 6.55% 1.82% 0.06% 0.3% 0.06% 1.35% 0.94% 0.06% 0.83% 1.07% 0.02% - 0.17% 0.01% 0.02% - - - - |
Note 1: 1. Representing parent company’s transactions to subsidiary
- Representing subsidiary’s transactions to subsidiary
Note 2: Sales prices and property transactions with subsidiaries are not comparable to those of other parties, and the collection period from subsidiaries is 90 days.
-138-
Gigastorage Corporation and Subsidiaries
Name of Investee, Location, Etc.
January 1 to December 31, 2021
Exhibit 8
Units: NTD thousands, unless otherwise stated
| Investor name | Investee name | Location | Principal Business | Initial investment amount | Initial investment amount | Holdingat the end of the | Holdingat the end of the | Holdingat the end of the | period | Profits (losses) of the investee for theperiod |
Investment gain (loss) recognized in theperiod |
Remarks |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
The end of the period |
The end of last year |
Number of shares | Percentage | Book value | ||||||||
| Gigastorage Corporation | Global Acetech Co., Ltd. UJGIGA Co., Ltd. Giga Solar Materials Corporation Ho Mi Specialty Materials Corporation Giga Solar Green Power Co., Ltd. Wafering Technology Corporation Whole Max Green Power Co., Ltd. Ri Yun Green Energy Corporation Tron Energy Technology Corporation Shuoyitai Green Energy Co., Ltd. Jieshuo Co., Ltd. |
Thailand Kaohsiung City Hukou Township, Hsinchu County Hukou Township, Hsinchu County Hukou Township, Hsinchu County Hukou Township, Hsinchu County Hukou Township, Hsinchu County Taipei City Taoyuan City Hukou Township, Hsinchu County Hukou Township, Hsinchu County |
Solar Energy Related Business Solar Energy Related Business Precision chemical materials, industrial plastic products Precision chemical materials Solar Energy Related Business Solar Energy Related Business Solar Energy Related Business Solar Energy Related Business Electric buses, diesel buses/battery systems/energy storage systems Development, installation and holding of energy storage systems Development of solar energy and energy storage systems |
$ 1,094,992 33,840 163,955 93,500 85,000 180,001 366,622 48,300 49,950 350 4,990 |
$ 1,123,004 11,640 164,087 93,500 75,000 180,001 366,622 42,000 - - - |
29,574,997 3,384,000 29,708,902 9,350,000 8,749,975 26,996,112 33,790,000 4,830,000 666,000 35,000 499,000 |
99.99% 30% 39.15% 92.57% 50% 100% 31% 30% 1.11% 35% 49.9% |
$ 11,962 33,949 2,509,214 83,061 86,887 244,078 356,775 47,933 48,995 343 4,981 |
$ 3,319 379 ( 375,458 ) ( 1,083 ) ( 1,982 ) 6,721 50,033 ( 506 ) ( 64,050 ) ( 20 ) ( 18 ) |
$ 3,319 113 ( 143,756 ) ( 924 ) ( 991 ) 7,418 15,511 ( 151 ) ( 918 ) ( 7 ) ( 9 ) |
--(Note 5) (Note 5) (Note 5) (Note 5) (Note 5) --(Note 6) (Note 6) |
(Continued on next page)
-139-
| Investor name | Investee name | Location | Principal Business | Initial investment amount | Initial investment amount | Holdingat the end of the | Holdingat the end of the | Holdingat the end of the | period | Profits (losses) of the investee for theperiod |
Investment gain (loss) recognized in theperiod |
Remarks |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
The end of the period |
The end of last year |
Number of shares | Percentage | Book value | ||||||||
| Wafering Technology Corporation Giga Solar Materials Corporation |
Giga Solar Materials Corporation Giga Diamond Materials Corporation Tron Energy Technology Corporation Ligao Optoelectronics Co., Ltd. Whole Max Green Power Co., Ltd. UJGIGA Co., Ltd. Yusheng Energy Co., Ltd. Whole Sun Green Power Co., Ltd. Giga Solar Materials Corporation (Mauritius) Tron Energy Technology Corporation |
Hukou Township, Hsinchu County Hukou Township, Hsinchu County Taoyuan City Hukou Township, Hsinchu County Hukou Township, Hsinchu County Kaohsiung City Taipei City Hukou Township, Hsinchu County Mauritius Taoyuan City |
Precision chemical materials, industrial plastic products Manufacturing of metal wire products, manufacturing of electronic components, trading and other related businesses Electric buses, diesel buses/battery systems/energy storage systems Solar Energy Related Business Solar Energy Related Business Solar Energy Related Business Renewable energy relate business Solar Energy Related Business General investment Electric buses, diesel buses/battery systems/energy storage systems |
$ 105,387 1,077 49,302 56,800 94,612 21,432 50,000 2,723,842 565,410 461,875 |
$ 143,593 1,043 31,970 31,800 94,612 7,372 - 2,723,842 565,410 399,723 |
502,000 38,114 733,200 5,680,000 8,720,000 2,143,200 5,000,000 126,516,924 17,900,000 6,244,989 |
0.66% 0.03% 1.22% 50% 8% 19% 11.88% 100% 100% 10.40% |
$ 42,399 222 43,865 47,707 92,071 21,504 50,058 1,480,667 854,867 457,257 |
( $ 375,458 ) ( 104,098 ) ( 64,050 ) ( 649 ) 50,033 379 228 3,139 ( 140,186 ) ( 64,050 ) |
(Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) |
--------(Note 5) (Note 5) |
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| Investor name | Investee name | Location | Principal Business | Initial investment amount | Initial investment amount | Holdingat the end of the | Holdingat the end of the | Holdingat the end of the | period | Investee Profits (losses) for the period |
Recognized in the period Investment income(loss) |
Remarks |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
The end of the period |
The end of last year |
Number of shares | Percentage | Book value | ||||||||
| Giga Solar Materials Corporation Green Energy Electrode Inc. Whole Sun Green Power Co., Ltd. Wisdom Field Limited (Samoa) Merchant Energy PTE., Ltd. Giga Diamond Materials Corporation |
Giga Diamond Materials Corporation Green Energy Electrode Inc. Prosperous China Inc. Yusheng Energy Co., Ltd. Green Energy Electrode, Inc.(Samoa) Eiwa Electric Power Co., Inc. Godo Kaisha Best Solar Godo Kaisha Chiba 1 Godo Kaisha Merchant Energy NO.8 Wisdom Field Limited (Samoa) Merchant Energy PTE., Ltd. Sunshine Solar Power Generation Co., Inc. Giga Diamond Materials Corporation (Seychelles) Hua Hsu Optotech Co., Ltd. |
Hukou Township, Hsinchu County Hukou Township, Hsinchu County Samoa Taipei City Samoa Fukushima Prefecture, Japan Chiba Prefecture, Japan Wakayama, Japan Fukushima Prefecture, Japan Samoa Singapore Philippines Sesel Xitun District, Taichung |
Manufacturing of metal wire products, manufacturing of electronic components, trading and other related businesses Manufacturing and trading of energy materials General investment Renewable energy relate business General investment Solar Energy Related Business Solar Energy Related Business Solar Energy Related Business Solar Energy Related Business General investment General investment Solar Energy Related Business General investment Wafer surface treatment, silicon processing, silicon materials for solar energy, OEM business,etc. |
$ 500,471 216,971 18,904 60,000 176,342 15,070 44,939 62,788 69,325 1,173,221 930,951 814,827 594,542 235,784 |
$ 477,938 116,754 18,904 - 77,966 15,070 44,939 42,428 69,325 1,173,221 930,951 814,827 594,542 152,712 |
36,658,046 15,858,067 500,000 6,000,000 6,000,000 - - - - 37,110,000 29,800,000 - 19,200,000 8,100,000 |
32.05% 48.39% 100% 14.25% 100% 100% - (Note 1) - (Note 1) - (Note 1) 100% 87.65% 39.93% 100% 100% |
$ 222,312 134,863 19,031 60,069 129,729 76,846 42,397 48,420 135,815 461,922 240,390 100,833 ( 128,263 ) 244,620 |
( $ 104,098 ) ( 42,229 ) 277 228 ( 25,365 ) 18,307 7,708 ( 963 ) 51,967 ( 47,736 ) ( 50,783 ) ( 56,689 ) ( 121,897 ) 83,576 |
(Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) |
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Note 1: Whole Sun Green Power Co., Ltd. invests in Godo Kaisha Best Solar, Godo Kaisha Chiba 1 and Godo Kaisha Merchant Energy No.8 according to the Japanese TK-GK structure. Although it does not hold voting rights, Whole Sun Green Power Co., Ltd. is endowed with economic beneficial rights and the right to request these parties to consult Whole Sun Green Power Co., Ltd. in advance for major decision-making requests according to the contract.
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Note 2: Gains or losses on investments in these companies are included in the investment gain or loss of the subsidiaries.
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Note 3: The relevant figures here are presented in NTD. Where foreign currencies are involved, they should be translated into NTD using the exchange rates prevailing at the date of the financial statements.
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Note 4: Please refer to Exhibit 9 for information on investees in Mainland China.
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Note 5: For the investment gain or loss for the period, taken into account were the unrealized gain or loss on intercompany transactions and the amortization effect of the excess of the fair value of identifiable net assets over their carrying amount at the time of original acquisition.
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Note 6: Jieshuo Co., Ltd. and Shuoyitai Green Energy Co., Ltd. are individual insignificant joint ventures, and their financial reports have not been audited by CPAs; however, the management of the Consolidated Company believes that these individual insignificant financial reports of the joint venture companies will not have significant differences if audited by CPAs.
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Gigastorage Corporation and subsidiaries
Information on Investment in Mainland China
January 1 to December 31, 2021
Exhibit 9
Units: NTD thousands, unless otherwise stated
| Investee name in Mainland China |
Principal Business | Principal Business | Paid-in capital | Investment method | Investment method | Accumulated investment amount remitted from Taiwan at the beginning of the period |
Amount of investment remitted or recovered duringtheperiod |
Amount of investment remitted or recovered duringtheperiod |
Amount of investment remitted or recovered duringtheperiod |
Accumulated investment amount remitted from Taiwan at the end of the period |
Investee Current profit and loss |
Shareholding percentage of the Company’s direct or indirect investment |
Investment gain or loss recognized in the period (Note 2) |
Carrying amount of investment at the end of the period |
Investment income remitted back as of the end of the period |
Remarks |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Remittance |
Recovery | |||||||||||||||
| Suzhou Giga Solar Materials Corporation Yancheng Giga Solar Materials Corporation Yancheng Giga Diamond Materials Corporation Yancheng Green Energy Electrode Crop. Tron Giga (Yancheng) Energy Co., Ltd. Nantong Exojet Technology Co., Ltd. Shanghai Exojet Electronics Co., Ltd. |
Photovoltaic process testing and technical services, etc. Photovoltaic process testing and technical services, etc. Manufacturing and sale of wire materials, etc. Lithium battery material manufacturing, research and development, and lithium-ion battery technology development and consulting services Battery module, battery pack and battery component assembly Manufacturing and sales of thick film materials for passive components Manufacturing and sales of thick film materials for passive components |
$ 88,625 ( USD 3,000 ) 638,350 ( USD 14,900 + CNY 35,000 ) (Note 5) 594,542 ( USD 19,200 ) 176,342 ( USD 6,000 ) 91,071 ( USD 1,530+ CNY 10,437 ) (Note 6) 154,128 ( USD 5,000 ) 13,686 ( USD 350 ) |
Indirectly invested through an invested enterprise in the third region (Mauritius) Indirectly invested through an invested enterprise in the third region (Mauritius) Indirectly invested through an invested enterprise in the third region (Seychelles) Indirectly invested through an invested enterprise in the third region (Samoa) Indirectly invested through an invested enterprise in the third region (Mauritius) Direct invest in mainland China Indirectly invested through an invested enterprise in the third region(Samoa) |
$ 88,625 ( USD 3,000 ) 478,050 ( USD 14,900 ) 594,542 ( USD 19,200 ) 77,966 ( USD 2,500 ) - 154,128 ( USD 5,000 ) 13,686 ( USD 350 ) |
$ - - - 98,376 ( USD 3,500 ) - - - |
$ - - - - - - - |
$ 88,625 ( USD 3,000 ) 478,050 ( USD 14,900 ) 594,542 ( USD 19,200 ) 176,342 ( USD 6,000 ) - 154,128 ( USD 5,000 ) 13,686 ( USD 350 ) |
( $ 3,739 ( 140,392 ( 121,897 ( 25,365 8,052 ( 9,428 277 |
100% 100% 100% 100% 49% 100% 100% |
( $ 3,739 ) ( 140,392 ) ( 121,966 ) ( 25,365 ) 3,945 ( 9,428 ) 277 |
$ 81,683 748,966 ( 125,199 ) 129,953 42,114 88,593 18,963 |
$ - - - - - - - |
(Note 2) (Note 2) (Note 2) (Note 7) - (Note 2) (Note 2) |
|||
| Company name | Cumulative amount of investment remitted from Taiwan to Mainland China at the end of theperiod |
Investment amount approved by the Investment Commission of the Ministry Economic Affairs |
of | Ceiling on investments in Mainland China imposed by the Investment Commission of the Ministry of Economic Affairs |
||||||||||||
| Giga Solar Materials Corporation | $940,232 (USD23,250+CNY45,437) |
$937,902 (USD29,849) |
$ 3,845,469 | |||||||||||||
| Giga Diamond Materials Corporation | 594,542 (USD19,200) |
594,542 (USD19,200) |
399,174 | |||||||||||||
| Green Energy Electrode Inc. | 176,342 (USD6,000) |
178,833 (USD6,090) |
166,507 |
Note 1: Investment methods are classified into the following three categories; fill in the number of the category that each case belongs to:
-
Invest in Mainland China directly.
-
Invest in Mainland China through companies in third regions. (Please specify the investment company of the third region.)
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Other methods.
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Note 2: The investment gain or loss recognized in the current period is based on the evaluation of the financial statements audited by CPAs.
Note 3: The translation is based on the exchange rate at the time of remittance.
Note 4: The repatriated investment amount was translated at the prevailing exchange rate, and the investment amount not repatriated was translated at the period end rate of 1:27.68.
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Note 5: RMB35,000 thousand represented the direct investment of cash dividends from the earnings of Suzhou Giga Solar Materials Corporation through a third region (Mauritius) into Yancheng Giga Solar Materials Corporation. The process of application to the Investment Commission of the Ministry of Economic Affairs had been completed. The difference between the paid-in capital and the amount approved by the Investment Commission of the Ministry of Economic Affairs is due to the difference between the exchange rate of USD and RMB on the date of application and the date of remittance.
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Note 6: RMB10,437 thousand represented the direct investment of cash dividends from the earnings of Suzhou Giga Solar Materials Corporation through a third region (Mauritius) into Tron Giga (Yancheng) Energy Co., Ltd. The process of application to the Investment Commission of the Ministry of Economic Affairs had been completed. The difference between the paid-in capital and the amount approved by the Investment Commission of the Ministry of Economic Affairs is due to the difference between the exchange rate of USD and RMB on the date of application and the date of remittance.
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Note 7: Green Energy Electrode Inc. invested US$3.5 million in Yancheng Green Energy Electrode Crop. with the self-owned funds of Green Energy Electrode Inc.(Samoa) as an investment enterprise in the third region approved by the Investment Committee of the Ministry of Economic Affairs in April 2021, and the investment has completed.
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