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GSC — Audit Report / Information 2020
Nov 13, 2020
52060_rns_2020-11-13_1956032c-817b-4196-9adc-3cef192b3d20.pdf
Audit Report / Information
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Gigastorage Corporation
Parent Company Only Financial Statements for the Years Ended December 31, 2020 and 2019 and Independent Auditor’s Report
(Stock code:2406)
Address: No. 3, Industrial 1st Road, Hukou Township, Hsinchu County
TEL: (03)598-5510
The reader is advised that consolidated financial statements have been prepared originally in Chinese. In the event of a conflict between these financial statements and the original Chinese version or difference in interpretation between the two versions, the Chinese language financial statements shall prevail.
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§Table of Contents§
| Number of notes | ||||||
|---|---|---|---|---|---|---|
| to financial | ||||||
| Item | Page | statements | ||||
| I. | Cover | 1 | - |
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| II. | Table of Contents | 2 | - |
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| III. | Independent Auditor’s Report | 3~8 |
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| IV. | Parent | Company Only Balance Sheets | 9 | - |
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| V. | Parent | Company Only Comprehensive | 10~11 |
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| Income statements | ||||||
| VI. | Parent | Company Only Statements | of | 12 | - |
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| Changes in Shareholders’ Equity | ||||||
| VII. | Parent | Company Only Cash |
Flow | 13~15 |
- |
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| Statements | ||||||
| VIII. | Notes | to Parent Company Only Financial | ||||
| Statements | ||||||
| (I) | Company History | 16 | 1 | |||
| (II) | Date and Procedures for Approval | 16 | 2 | |||
| of Financial Statements | ||||||
| (III) | Application of New and Revised | 16~20 |
3 | |||
| Standards and Interpretation | ||||||
| (IV) | Summary of Significant Accounting | 20~37 |
4 | |||
| Policies | ||||||
| (V) | Significant Accounting Judgments | 37~38 |
5 | |||
| and Estimations, and Main Sources | ||||||
| of Assumption Uncertainties | ||||||
| (VI) | Summary of Significant Accounting | 38~79 |
6–31 | |||
| Items | ||||||
| (VII) | Related Party Transactions | 79~84 |
32 | |||
| (VIII) | Pledged Assets | 84~85 |
33 | |||
| (IX) | Significant Contingent Liabilities | 85~87 |
34 | |||
| and Unrecognized Contract |
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| Commitments | ||||||
| (X) | Significant Disaster Loss | - | - |
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| (XI) | Significant Subsequent Events | 87 | 35 | |||
| (XII) | Others | 87~88 | 36 | |||
| (XIII) | Additional Disclosure | |||||
| 1.Information on Significant |
88~89 | 37 | ||||
| Transactions | ||||||
| 2.Information on Investees | 88 | 37 | ||||
| 3.Information on Investment |
in | 88~89 | 37 | |||
| Mainland China | ||||||
| 4.Information on Major Shareholders | 88 | 37 | ||||
| (XIV) | Segment Information | - | - |
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| IX. | Schedule of Important Accounting Items | 101~117 |
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Independent Auditor’s Report
To the Board of Directors and Shareholders of Gigastorage Corporation
Audit Opinion
We have audited the parent company only balance sheet of Gigastorage Corporation (the “Company”) as of December 31, 2020 and 2019, and the parent company only comprehensive income statements, statement of changes in shareholders’ equity, cash flow statements, and notes to the parent company only 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 parent company only financial statements referred to above present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2020 and 2019, and its parent company only financial performance and cash flows for the years ended December 31 2020 and 2019, in conformity with the requirements of regulations governing the preparation of financial statements by securities issuers.
Basis for Opinions
We concluded our 2020 audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards. We concluded our 2019 audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, Financial Supervisor Commission’s letter Jing-Guan-Zheng-Shen-Zi No. 1090360805 and generally accepted auditing standards. Our responsibilities under those standards are further described in the responsibilities of auditors for the audit of the parent company only financial statements. We are independent of the Company in accordance with the Code of Professional Ethics for Certified Public Accountants, and we have fulfilled our other ethical responsibilities in accordance with
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the Code. Based on our audits and the reports of other independent auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the 2020 parent company only financial statements of the Company. These matters were addressed in the content of our audit of the parent company only 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 2020 parent company only financial statements of the Company were as follows:
Authenticity of revenues
As stated in Note 11 to the parent company only financial statements, investments accounted for using the equity method of the Company amounted to $3,199,373 thousand, or 63% of total assets, as of December 31, 2020, and the shares of profits or losses of subsidiaries, affiliates and joint ventures accounted for using the equity method amounted to $77,380 thousand, or (15)% of net profits before tax from January 1, 2020 to December 31, 2020. The financial status and performance of its subsidiaries would significantly affect the Company.
The sales revenues of the Company and its subsidiaries are mainly from the sales of solar conductive plasma, which account for 83.03% of the consolidated revenues. The sales revenues of solar conductive plasma changed significantly in 2020 (see Note 23 of the consolidated financial statements), 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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A. 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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B. 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.
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Emphasis Matter – Liquidity risk
As disclosed in Note 31 to the parent company only financial statements, the financial position of the Company as of December 31, 2020, was subject to the liquidity risk of current liabilities exceeding current assets, and management has stated the specific measures taken in Note 31 to the parent company only financial statements. We have not modified our audit opinion as a result.
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 parent company only 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, 2020 and 2019, the above-mentioned investments under the equity method amounted to NT$1,040,119 thousand and NT$57,094 thousand, or 20.55% and 1.22% of total assets, respectively. The above-mentioned investment gain (loss) recognized under the equity method amounted to NT$293 thousand and NT$(2,816) thousand, representing 0.06% and 1.65% of the net income (loss) before tax for the years ended December 31, 2020 and 2019, respectively.
The financial statements of certain equity-method investees 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 above-mentioned financial statements have been converted into adjusted financial statements that conform to the regulations governing the preparation of financial statements by securities issuers and we have performed the requisite audit procedures. Therefore, of our opinions on the parent company only 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, 2020 and 2019, the above-mentioned investments under the equity method amounted to $40,923 thousand and $49,653 thousand, or 0.81% and 1.07% of total assets, respectively, and the share of investment losses recognized under the equity method amounted to $6,406 thousand and $33,109 thousand, or 1.21% and 19.39% of net income (loss) before tax, respectively, for the years ended December 31, 2020 and 2019.
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Responsibilities of Management and Those Charged with Governance for the Financial Statements
The management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Statements by Securities Issuers, and for such internal control as the management determines is necessary to enable the preparation of the parent company only financial statements to be free from material misstatement whether due to fraud or error.
In preparing the parent company only financial statements, the management is also responsible for assessing the ability of the Company 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 the Company or to cease operations, or has no other realistic alternative but to do so.
Those in charge of governance (including the Audit Committee) are responsible for overseeing the reporting process of the financial statements of the Company.
Auditor’s Responsibilities for the Audit of the Parent Company only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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 parent company only 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:
- A. Identify and assess the risks of material misstatement of the parent company only 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
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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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B. 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 the Company.
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C. Evaluate the appropriateness of accounting policies and the reasonableness of accounting estimates and related disclosures made by management.
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D. 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 the Company 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 parent company only 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 the Company to cease as a going concern.
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E. Evaluate the overall presentation, structure, and content of the parent company only financial statements (including related notes), whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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F. Obtain sufficient and appropriate audit evidence regarding the financial information or the entities or business activities of the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision, and performance of the audit of the Company. 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).
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From the matters communicated with those in charge of governance, we determine those matters that were of most significance in the audit of the 2020 parent company only financial statements of the Company 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.
Deloitte & Touche Taipei, Taiwan Republic of China
March 31, 2021
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 Parent Company only Balance Sheets December 31, 2020 and 2019
| Code 1100 1140 1150 1170 1180 1200 1210 1220 130X 1410 1476 1479 11XX 1510 1517 1550 1600 1755 1760 1780 1980 1990 15XX 1XXX |
Assets Current assets Cash (Notes 4 and 6) Contract assets – current (Notes 4, 21 and 32) Notes receivable, net (Notes 4 and 9) Accounts receivable, net (Notes 4, 9 and 21) Accounts payable – related party, net (Notes 4, 9, 21 and 32) Other receivables (Notes 4 and 9) Other receivables – related party (Notes 4, 9, 11 and 32) Current income tax assets (Notes 4 and 23) Inventories (Notes 4 and 10) Prepayments (Note 16) Other financial assets – current (Note 4 and 33) Other current assets (Notes 16, 33 and 34) 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, 11, 32 and 33) Property, plant and equipment (Notes 4, 12, 32 and 33) Right-of-use assets (Notes 4, 13 and 32) Investment property (Notes 4 and 14) Intangible assets (Notes 4 and 15) Other financial assets – non-current (Notes 4 and 33) Other non-current assets (Notes 4, 16, 19, 33 and 34) Total non-current assets Total assets |
December 31,2020 | December 31,2020 | % 2 3 - 2 - - - - 1 7 - 5 20 - 1 63 8 1 3 - - 4 80 100 |
December 31,2019 | December 31,2019 | % 5 5 - 2 - - - - 1 8 3 - 24 - - 61 9 1 4 - - 1 76 100 |
Code 2100 2150 2170 2180 2200 2220 2230 2280 2321 2322 2323 2399 21XX 2540 2580 2645 25XX 2XXX 3110 3200 3310 3320 3350 3400 3XXX |
Liabilities and equity Current liabilities Short-term borrowings (Notes 17 and 33) Notes payable Accounts payable Accounts payable – related party (Note 32) Other payables (Note 34) Other payables – related party (Note 32) Current income tax liabilities (Notes 4 and 23) Lease liabilities – current (Notes 4, 13 and 32) Corporate bonds due or subject to exercise of right of sale within one year (Notes 4, 18 and 33) Long-term borrowings due within one year (Notes 17 and 33) Long-term payables due within one year Other current liabilities (Notes 21 and 32) Total current liabilities Non-current liabilities Long-term borrowings (Notes 17 and 33) Lease liabilities – non-current (Notes 4, 13 and 32) Deposits received Total non-current liabilities Total liabilities Equity (Notes 4, 20, 25 and 28) Capital stock Common stock Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings (accumulated profits or losses) Other equity Total equity Total liabilities and equity |
December 31,2020 | December 31,2020 | % 30 - 1 - 11 - - - - 2 - - 44 6 - - 6 50 56 5 - 3 11 ) 3 ) 50 100 |
Unit: NTD thousands December 31,2019 Amount % $ 937,961 20 2,941 - 49,066 1 7,513 - 53,210 1 852 - - - 4,066 - 1,199,038 26 34,000 1 30,524 1 4,109 - 2,323,280 50 127,500 3 27,775 - 1,458 - 156,733 3 2,480,013 53 2,059,057 44 211,927 5 - - 23,784 1 146,887 3 259,712 ) ( 6 ) 2,181,943 47 $ 4,661,956 100 |
Unit: NTD thousands December 31,2019 Amount % $ 937,961 20 2,941 - 49,066 1 7,513 - 53,210 1 852 - - - 4,066 - 1,199,038 26 34,000 1 30,524 1 4,109 - 2,323,280 50 127,500 3 27,775 - 1,458 - 156,733 3 2,480,013 53 2,059,057 44 211,927 5 - - 23,784 1 146,887 3 259,712 ) ( 6 ) 2,181,943 47 $ 4,661,956 100 |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount $ 116,979 170,113 4,693 90,684 9,627 2,572 8,060 27 31,201 325,691 15,003 252,254 1,026,904 - 44,459 3,199,373 402,231 27,740 166,154 915 1,200 192,701 4,034,773 $ 5,061,677 |
Amount $ 227,251 240,042 2,570 85,891 2,455 1,707 32,816 189 37,327 361,881 127,081 515 1,119,725 2,473 10,210 2,854,354 429,735 31,617 182,470 1,648 197 29,527 3,542,231 $ 4,661,956 |
Amount $ 1,490,814 648 47,054 1,111 570,183 959 4,039 3,752 - 84,000 - 5,670 2,208,230 293,500 24,394 449 318,343 2,526,573 2,859,057 250,109 14,689 155,982 571,686 ) 173,047 ) 2,535,104 $ 5,061,677 |
Amount $ 937,961 2,941 49,066 7,513 53,210 852 - 4,066 1,199,038 34,000 30,524 4,109 2,323,280 127,500 27,775 1,458 156,733 2,480,013 2,059,057 211,927 - 23,784 146,887 259,712 ) 2,181,943 $ 4,661,956 |
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The accompanying notes are an integral part of the parent company only financial statements. (Please refer to the audit report dated March 31, 2021 of Deloitte & Touche)
Managerial officer: Chen, Chi-Ming
Chairperson: Chen, Chi-Ming
Accounting officer: Tsai ,Jyh-Pyng
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Gigastorage Corporation
Parent Company only Comprehensive Income Statements
For the Years Ended December 31, 2020 and 2019
(In thousand NT$, but EPS is in NT$)
| Code 4000 Net operating revenues (Notes 21 and 32) 5000 Operating costs (Notes 10, 22 and 32) 5900 Operating gross profits (losses) 5910 Unrealized profits on sales 5920 Realized sales profits 5950 Realized operating gross profit (loss) Operating expenses (Notes 9, 15, 22 and 32) 6100 Marketing expenses 6200 Administration expenses 6300 R&D expenses 6450 Expected credit (reversal gain) impairment loss 6000 Total 6500 Net other income and expenses (Note 34) 6900 Net operating loss Non-operating income and expenses 7100 Interest income (Note 22) 7010 Other income (Notes 22, 26 and 32) 7060 Share of profits or losses of subsidiaries, affiliates and joint ventures accounted for using the equity method (Notes 4 and 11) 7050 Financial costs (Notes 22 and 32) 7020 Other income and expenses (Notes 4, 12, 22 and 27) 7000 Total 7900 Net income (loss) before tax |
2020 | % 100 83 17 6 ) 3 14 2 22 10 - 34 77 ) 97 ) - 12 15 27 ) 3 ) 3 ) 100 ) |
2019 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount $ 530,454 438,594 91,860 31,685 ) 13,098 73,273 7,762 117,860 53,742 382 ) 178,982 409,885 ) 515,594 ) 173 63,044 77,380 140,283 ) 16,137 ) 15,823 ) 531,417 ) |
Amount $ 500,512 540,535 40,023 ) 13,098 ) 13,144 39,977 ) 8,327 119,443 31,886 2,409 162,065 - 202,042 ) 526 35,431 60,833 30,764 ) 306,797 372,823 170,781 |
% | ||||||
( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( |
( ( ( ( ( |
( ( ( ( ( |
100 108 8 ) 3 ) 3 8 ) 2 24 6 - 32 - 40 ) - 7 12 6 ) 61 74 34 |
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(Continue from previous page)
| Code 7950 Income tax expense (Notes 4 and 23) 8200 Net income (loss) 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 8331 Remeasurement of defined benefit plans of subsidiaries recognized under the equity method 8336 Other comprehensive income of subsidiaries recognized under the equity method is measured at fair value. 8360 Items that may be reclassified subsequently to profit or loss: 8361 Exchange differences on translation of financial statements of foreign operations 8381 Exchange differences on translation of financial statements of foreign operations of subsidiaries recognized under the equity method 8300 Other comprehensive income for the year (net after tax) 8500 Total comprehensive income Earnings per share (Note 24) 9750 Basic 9850 Diluted |
2020 | % 1 ) 101 ) - 6 1 ) 3 1 ) 1 8 93 ) |
2019 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount 4,058 ) 535,475 ) 60 ) 30,537 2,009 ) 14,167 1,950 ) 3,483 44,168 $ 491,307 ) $ 2.17 ) $ 2.17 ) |
Amount 19,165 ) 151,616 41 5,474 ) 721 ) 15,213 ) 11,437 ) 21,249 ) 54,053 ) $ 97,563 $ 0.74 $ 0.62 |
% | ||||||
| ( ( ( ( ( ( ( ( |
( ( ( ( ( |
( ( ( ( ( ( ( |
( ( ( ( ( ( |
4 ) 30 - 1 ) - 3 ) 3 ) 4 ) 11 ) 19 |
The accompanying notes are an integral part of the parent company only financial statements.
(Please refer to the audit report dated March 31, 2021 of Deloitte & Touche)
Chairperson: Chen, Chi-Ming Managerial officer: Chen, Chi-Ming Accounting officer: Tsai, Jyh-Pyng
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Gigastorage Corporation
Parent Company only Statement of Changes in Shareholders’ Equity
For the Years Ended December 31, 2020 and 2019
| Code A1 Balance as of January 1, 2019 B13 Loss make-up from legal reserve C11 Loss make-up from capital surplus F1 Loss make-up from capital reduction D1 Net income for 2019 D3 Other comprehensive income for 2019 D5 Total comprehensive income for 2019 M7 Changes in ownership interest in subsidiaries Q1 Disposal of equity instruments at fair value through other comprehensive income by a subsidiary Z1 Balance as of December 31, 2019 Appropriation and distribution of 2019 earnings B1 Legal reserve B3 Special reserve E1 Cash capital increase N1 Share-based payment (Note 25) 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 M7 Changes in ownership interest in subsidiaries (Note 28) Q1 Disposal of equity instruments at fair value through other comprehensive income Q1 Disposal of equity instruments at fair value through other comprehensive income by a subsidiary Z1 Balance as of December 31, 2020 |
Common stock $ 3,390,590 - - 1,331,533 ) - - - - - 2,059,057 - - 800,000 - - - - - - - - - - $ 2,859,057 |
Capital surplus $ 2,677,215 - 2,490,611 ) - - - - 25,323 - 211,927 - - 117,249 ) 1,432 1,935 - - - - 26,034 126,030 - - $ 250,109 |
Retained earnings | Unappropriated earnings (Accumulated profits or losses) ( $ 3,946,718 ) 124,574 2,490,611 1,331,533 151,616 ( 680 ) 150,936 - ( 4,049 ) 146,887 ( 14,689 ) ( 132,198 ) ( 6,248 ) - - ( 535,475 ) ( 2,069 ) ( 537,544 ) ( 6,659 ) - - ( 2,093 ) ( 19,142 ) ($ 571,686 ) |
Units: NTD thousands, unless otherwise stated Other equity Through other comprehensive income Foreign operations Measured at fair value Financial Statement Translation Financial assets Exchange difference Realized valuation gain (loss) Total equity ( $ 81,429 ) ( $ 128,959 ) $ 2,059,057 - - - - - - - - - - - 151,616 ( 32,686 ) ( 20,687 ) ( 54,053 ) ( 32,686 ) ( 20,687 ) 97,563 - - 25,323 - 4,049 - ( 114,115 ) ( 145,597 ) 2,181,943 - - - - - - - - 676,503 - - 1,432 - - 1,935 - - ( 535,475 ) 1,533 44,704 44,168 1,533 44,704 ( 491,307 ) - - ( 6,659 ) 15,258 3,935 45,227 - - 126,030 - 2,093 - - 19,142 - ($ 97,324 ) ($ 75,723 ) $ 2,535,104 |
Units: NTD thousands, unless otherwise stated Other equity Through other comprehensive income Foreign operations Measured at fair value Financial Statement Translation Financial assets Exchange difference Realized valuation gain (loss) Total equity ( $ 81,429 ) ( $ 128,959 ) $ 2,059,057 - - - - - - - - - - - 151,616 ( 32,686 ) ( 20,687 ) ( 54,053 ) ( 32,686 ) ( 20,687 ) 97,563 - - 25,323 - 4,049 - ( 114,115 ) ( 145,597 ) 2,181,943 - - - - - - - - 676,503 - - 1,432 - - 1,935 - - ( 535,475 ) 1,533 44,704 44,168 1,533 44,704 ( 491,307 ) - - ( 6,659 ) 15,258 3,935 45,227 - - 126,030 - 2,093 - - 19,142 - ($ 97,324 ) ($ 75,723 ) $ 2,535,104 |
Units: NTD thousands, unless otherwise stated Other equity Through other comprehensive income Foreign operations Measured at fair value Financial Statement Translation Financial assets Exchange difference Realized valuation gain (loss) Total equity ( $ 81,429 ) ( $ 128,959 ) $ 2,059,057 - - - - - - - - - - - 151,616 ( 32,686 ) ( 20,687 ) ( 54,053 ) ( 32,686 ) ( 20,687 ) 97,563 - - 25,323 - 4,049 - ( 114,115 ) ( 145,597 ) 2,181,943 - - - - - - - - 676,503 - - 1,432 - - 1,935 - - ( 535,475 ) 1,533 44,704 44,168 1,533 44,704 ( 491,307 ) - - ( 6,659 ) 15,258 3,935 45,227 - - 126,030 - 2,093 - - 19,142 - ($ 97,324 ) ($ 75,723 ) $ 2,535,104 |
Units: NTD thousands, unless otherwise stated Other equity Through other comprehensive income Foreign operations Measured at fair value Financial Statement Translation Financial assets Exchange difference Realized valuation gain (loss) Total equity ( $ 81,429 ) ( $ 128,959 ) $ 2,059,057 - - - - - - - - - - - 151,616 ( 32,686 ) ( 20,687 ) ( 54,053 ) ( 32,686 ) ( 20,687 ) 97,563 - - 25,323 - 4,049 - ( 114,115 ) ( 145,597 ) 2,181,943 - - - - - - - - 676,503 - - 1,432 - - 1,935 - - ( 535,475 ) 1,533 44,704 44,168 1,533 44,704 ( 491,307 ) - - ( 6,659 ) 15,258 3,935 45,227 - - 126,030 - 2,093 - - 19,142 - ($ 97,324 ) ($ 75,723 ) $ 2,535,104 |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Foreign operations Financial Statement Translation Exchange difference ( $ 81,429 ) - - - - ( 32,686 ) ( 32,686 ) - - ( 114,115 ) - - - - - - 1,533 1,533 - 15,258 - - - ($ 97,324 ) |
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| Legal reserve $ 124,574 124,574 ) - - - - - - - - 14,689 - - - - - - - - - - - - $ 14,689 |
Special reserve $ 23,784 - - - - - - - - 23,784 - 132,198 - - - - - - - - - - - $ 155,982 |
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$ 2,059,057 - - - 151,616 54,053 ) 97,563 25,323 - 2,181,943 - - 676,503 1,432 1,935 535,475 ) 44,168 491,307 ) 6,659 ) 45,227 126,030 - - $ 2,535,104 |
The accompanying notes are an integral part of the parent company only financial statements. (Please refer to the audit report dated March 31, 2021 of Deloitte & Touche)
Managerial officer: Chen, Chi-Ming
Chairperson: Chen, Chi-Ming
Accounting officer: Tsai, Jyh-Pyng
12
Gigastorage Corporation
Parent Company only Cash Flow Statements
For the Years Ended December 31, 2020 and 2019
Unit: NTD thousands
| C o d e Cash flow from operating activities: A10000 Net income (loss) before tax A20000 Adjustments: A20010 Income or expenses having no effect on cash flows A20100 Depreciation expense A20200 Amortization expenses A20300 Expected credit (reversal gains) impairment loss A20400 Net loss (gain) on financial assets and liabilities at FVTPL A20900 Financial costs A21200 Interest income A21900 Share-based remuneration costs A22300 Share of losses of subsidiaries, affiliates and joint ventures A22500 Gain on disposal of property, plant and equipment A23000 Gain on disposal of non-current assets held for sale 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 on sales A24000 Realized sales profits A24100 Unrealized foreign currency exchange losses (gains) A29900 Anticipated Litigation Damages (Note 34) A30000 Net changes in assets/liabilities related to operating activities. A31125 Contract assets A31130 Notes receivables |
2020 ( $ 531,417 ) 51,504 733 ( 382 ) 62 140,283 ( 173 ) 527 ( 77,380 ) ( 475 ) - 444 7,046 3,608 31,685 ( 13,098 ) 1,227 409,885 69,929 ( 2,123 ) |
2019 |
|---|---|---|
| $ 170,781 52,753 974 2,409 ( 425 ) 30,764 ( 526 ) - ( 60,833 ) ( 27,766 ) ( 285,716 ) - 159 ( 13,831 ) 13,098 ( 13,144 ) ( 2,957 ) - ( 240,042 ) ( 2,570 ) |
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|---|---|---|---|---|
| C o d e A31150 Accounts receivable 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 (outflow)from operating activities A33100 Interests received A33500 Income tax received (paid) AAAA Net cash inflow (outflow) from operating activities Cash flow from investment activities: B00010 Acquisition of financial assets measured at FVTOCI B00020 Disposal of financial assets measured at FVTOCI B00100 Acquisition of Financial assets at FVTPL B00200 Disposal of Financial assets at FVTPL B02300 Net cash inflow from disposal of subsidiaries B01800 Acquisition of investment accounted for using the equity method B02600 Proceeds from disposal of non-current assets held for sale B02700 Acquisition of property, plant and equipment B02800 Proceeds from disposal of property, plant and equipment B03800 Decrease (increase) in refundable deposits B04500 Acquisition of intangible assets B06600 Decrease (increase) in other financial assets B06800 Decrease (increase) in other non-current assets B07600 Dividends received BBBB Net cash inflow (outflow) from investment activities |
2020 2,074 ) 7,172 ) 958 ) 25,021 2,519 29,145 1,854 ) 2,293 ) 3,463 ) 6,402 ) 2,162 ) 107 1,561 2,684 ) 121,176 266 143 121,585 3,816 ) 104 - 2,411 1,876 456,151 ) - 3,193 ) 475 409,889 ) - 111,075 1,161 ) 59,466 698,803 ) |
2019 | ||
| ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( ( ( ( ( |
31,792 12,863 2,501 248,987 23,268 18,959 ) 254 ) 1,734 20,363 2,966 ) 185 - 57,463 ) 10,150 ) 124,971 ) 450 19,087 ) 143,608 ) - - 174 ) 7,468 - 39,111 ) 570,980 3,029 ) 29,047 33 1,350 ) 40,256 ) 69 - 523,677 |
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| (Continue from previous page) C o d e Cash flow from financing activities: C00100 Increase (decrease) in short-term borrowings C01300 Repayment of corporate bonds C01600 Borrowing of long-term loans C01700 Repayment of long-term loans C03100 Decease in deposits received C04020 Repayment of lease principal C04600 Cash capital increase C05400 Acquisition of equity in subsidiaries C05500 Disposal of equity in subsidiaries (Note 28) C05600 Interests paid CCCC Net cash inflow (outflow) from financing activities DDDD Effect of exchange rate changes on cash EEEE Net decrease in cash E00100 Cash balance at the beginning of the year E00200 Cash balance at the end of the year |
2020 552,853 1,236,360 ) 250,000 34,000 ) 1,009 ) 3,695 ) 676,503 - 289,268 24,236 ) 469,324 2,378 ) 110,272 ) 227,251 $ 116,979 |
2019 | ||
|---|---|---|---|---|
| ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( |
177,626 ) - 170,000 8,500 ) 465 ) 3,212 ) - 343,617 ) - 16,570 ) 379,990 ) 2,155 ) 2,076 ) 229,327 $ 227,251 |
The accompanying notes are an integral part of the parent company only financial statements. (Please refer to the audit report dated March 31, 2021 of Deloitte & Touche)
Chairperson: Chen, Chi-Ming Managerial officer: Chen, Chi-Ming Accounting officer: Tsai, Jyh-Pyng
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Gigastorage Corporation
Notes to Parent Company only Financial Statements For the Years Ended December 31, 2020 and 2019 (Units: NTD thousands, unless otherwise stated)
1. Company History
Gigastorage Corporation (hereinafter referred to as the “Company”) was established on March 26, 2007 and began operations on December 1, 1997. The Company is mainly engaged in the manufacturing of computers and peripherals, international trade, manufacturing and reproduction of data storage media, manufacturing and trading of electronic materials and 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 parent company only financial statements are presented in NTD, the functional currency of the Company.
- Date and Procedures for Approval of Parent Company only Financial Statements The accompanying parent company only financial statements were approved by the Board of Directors on March 26, 2021.
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 Company’s accounting policies.
-
(2) IFRSs endorsed by the FSC applicable for 2021.
-
New, Revised or Amended Standards and Effective date of IASB Interpretations publication
-
Amendment to IFRS 4 “Extension of Provisional Effective from the date of Exemption for Application of IFRS 9” publication
-
Amendments to the IFRS 9, IAS 39, and IFRS 7, Effective for annual reporting IFRS 4 and IFRS 16 “Interest Rate Benchmark periods beginning after Reform – Phase II” January 1, 2021
-
Amendment to IFRS 16 “Rent Reduction associated Effective for annual reporting with the COVID-19 pandemic.” periods beginning after June 1, 2020.
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The Company will continue to evaluate the effect of the amendment to other IFRSs on the financial positions and performance of the Company to the date the parent company only 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 into effect by the FSC
New, Revised or Amended Standards and Effective date of IASB Interpretations publication (Note 1) “Annual Improvements 2018 – 2020 Cycle” January 1, 2022 (Note 2) Amendment to IFRS 3 “Update the index of the January 1, 2022 (Note 3) conceptual framework.” Amendment to IFRS 10 and IAS 28, “Sale or Undecided Contribution of Assets between an Investor and its Affiliate or Joint Venture.” IFRS 17 “Insurance Contracts” January 1, 2023 Amendment to IFRS 17 January 1, 2023 Amendment to IAS 1 “Classification of Liabilities as January 1, 2023 Current or Noncurrent” Amendment to IAS 1 “Disclosure of Accounting January 1, 2023 (Note 6) Policies.” Amendment to IAS 8 “Definition of Accounting January 1, 2023 (Note 7) Estimates.” Amendment to IAS 16 “Property, plant and January 1, 2022 (Note 4) equipment: price before reaching the intended state of use” Amendment to IAS 37 “Onerous Contracts – Cost of January 1, 2022 (Note 5) Performing Contracts.”
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: The amendment to IFRS 9 applies to swaps or changes in the terms of financial liabilities that occur in annual reporting periods beginning after January 1, 2022
-
Note 3: This amendment applies to business mergers for which the acquisition date falls within the annual reporting period after January 1, 2022.
-
Note 4: 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.
-
Note 5: This amendment applies to contracts with unfulfilled obligations as of January 1, 2022.
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Note 6: This amendment will be applicable for annual reporting periods beginning after January 1, 2023.
-
Note 7: This amendment applies to changes in accounting estimates and changes in accounting policies that occur in annual reporting periods beginning after January 1, 2023.
-
A. 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 Company sells or contributes an asset to an affiliate (or joint venture), or if the Company loses control of a subsidiary but retains significant influence (or joint control) over the subsidiary, the 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 Company sells or contributes an asset to an affiliate (or joint venture), or if the Company loses control of a subsidiary but retains significant influence (or joint control) over the subsidiary, the 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 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.
-
B. 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 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 Company has such a right as of the end of the reporting period, the liability is classified as non-current whether or not the Company exercises its right to defer settlement of a liability. The amendment aims to clarify if the Company is required to comply with certain conditions in order to have the right to defer settlement of a liability. The Company must have complied with specific conditions as of the end of the reporting period, even if the lender tests whether the 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 Company that results in the extinguishment of the liability. However, if the terms of the liability may result in transferring the 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.
-
C. 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 aforementioned output items should be measured in accordance with IAS 2, “Inventories,” and the sales price and cost should be recognized in profit or loss in accordance with the applicable standards.
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 Company.
-
D. Amendment to IAS 1 “Disclosure of Accounting Policies.”
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The amendment specifies that the 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 Company is not required to disclose such information.
-
The 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.
-
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:
-
(A) A change in the Company’s accounting policy during the reporting period that results in a material change in financial statement information;
-
(B) The Company selects applicable accounting policies from among the options permitted by the standards;
-
(C) Due to the lack of specific standards, the Company establishes accounting policies in accordance with IAS 8 “Accounting Policies, Changes and Errors in Accounting Estimates”;
-
(D) The Company discloses the relevant accounting policies that require the application of significant judgments or assumptions; or
-
(E) that it involves complex accounting requirements when users of financial statements rely on such information to understand such significant transactions, other events or circumstances.
-
E. 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 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 Company will continue to evaluate the effect of the amendment to other IFRSs on the financial positions and performance of the Company to the date the parent company only financial statements are approved and released, and will make appropriate disclosure after the evaluation.
4. Summary of Significant Accounting Policies
- (1) Compliance Statement
The parent company only financial statements were prepared in accordance with the Regulations Governing the Preparation of Financial Statements by Securities Issuers.
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- (2) Basis of preparation
The parent company only 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:
-
A. Level 1 input value: refers to the quotation of the same asset or liability in an active market as of the evaluation (before adjustment).
-
B. 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.
-
C. Level 3 input value: the unobservable input value of asset or liability.
The Company when preparing the parent company only financial statements has the investment in subsidiaries and associates processed under the equity method. In order to make the same the current profit or loss, other comprehensive income and equity in the parent company only financial statements as the current year’s profit or loss, other comprehensive income and equity attributable to the owners of the Company in the consolidated financial statements, certain accounting differences between the standalone basis and consolidated basis are adjusted for “investments accounted for using the equity method,” “share of profit or loss of subsidiaries, affiliates and joint ventures accounted for using the equity method,” “share of other comprehensive income of subsidiaries, affiliates and joint ventures accounted for using the equity method” and related equity items.
-
(3) Standards in differentiating current and noncurrent assets and liabilities Current assets include:
-
A. Assets held primarily for trading purposes;
-
B. Assets expected to be realized within 12 months of the balance sheet date; and
-
C. Cash (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:
-
A. Liabilities held primarily for trading purposes;
-
B. Liabilities due for settlement within 12 months after the balance sheet date (current liabilities even if a long-term refinancing or rescheduling agreement is
21
completed after the balance sheet date and before the financial statements are authorized for issuance), and
- C. 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) Foreign currency
For the transactions conducted in a currency other than the business entity’s functional currency (foreign currency), it is to be translated to the functional currency in accordance with the exchange rate on the transaction date when preparing financial statements.
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 parent company only financial reports, the assets and liabilities of overseas operating institutions (including the subsidiaries 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.
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(5) 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.
(6) Investments in subsidiaries
The Company adopts the equity method for investment in subsidiaries.
A subsidiary is an entity (including a structured entity) over which the Company has control.
Under the equity method, investments in subsidiaries are originally recognized at cost; the book value after the acquisition date fluctuates along with the distribution of profit or loss from the subsidiaries and other comprehensive income by the Company. Additionally, the change in the interests the Company holds in subsidiaries is recognized pro rata to the shareholding percentages.
When a change in the Company’s ownership interest in a subsidiary does not result in a loss of control, it is treated as an equity transaction. The difference between the carrying amount of the investment and the fair value of the consideration paid or received is recognized directly in equity.
When the Company’s share of losses in a subsidiary equals or exceeds its interest in the subsidiary (including the carrying amount of the subsidiary under the equity method and other long-term interests that are in substance a component of the Company’s net investment in the subsidiary), the Company continues to recognize losses in proportion to its equity in the subsidiary.
The excess of the acquisition cost over the Company’s share of the net fair value of the identifiable assets and liabilities of the subsidiaries constituting the business 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 Company’s share of the net fair value of the identifiable assets and liabilities of the subsidiaries constituting the business at the acquisition date over the acquisition cost is recorded as gain or loss for the period.
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The Company assesses impairment based on the cash-generating units as a whole in the financial statements and compares their recoverable amounts with their book values. If the amount of recoverable assets increased in the future, the reversal of impairment shall be recognized as income. The book value of the reversal of impaired assets shall not exceed the book value before recognition for impairment net of amortization. Impairment losses attributable to goodwill must not be reversed in subsequent periods.
When control over a subsidiary is lost, the Company measures its remaining investment in the subsidiary at fair value at the date of loss of control. The difference between the fair value of the remaining investment and the carrying amount of the investment at the date of loss of control, if any, is recognized in profit or loss for the period. In addition, all amounts recognized in other comprehensive income related to the subsidiary are accounted for on the same basis as if the Company had directly disposed of the related assets or liabilities.
Unrealized gains or losses on downstream transactions with subsidiaries are eliminated in the parent company only financial statements. Gains or losses from upstream and side-stream transactions with subsidiaries are recognized in the parent company only financial statements only to the extent that they are not related to the Company’s equity interest in the subsidiary.
(7)
Investments in affiliates and joint ventures
The term “affiliate” as set forth herein denotes an enterprise which has significant effect upon the Company but is not a subsidiary or a joint venture.
A joint venture is a joint agreement between the Company and another company with joint control and rights to the net assets.
The 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 Company. In addition, changes in equity in affiliated companies and joint ventures are recognized on a proportional basis to shareholdings.
The 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
24
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.
Gains or losses from upstream, downstream and side-stream transactions with affiliates and joint ventures are recognized in the parent company only financial statements only to the extent that they are not related to the Company’s equity interest in the affiliates and joint ventures
- (8) 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.
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 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.
- (9) 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.
-
(10) Intangible assets
-
A. 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 Company reviews the estimated
25
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.
- B. 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.
- (11) Impairment of property, plant and equipment, right-of-use assets and intangible assets
The Company assesses on each balance sheet date whether there is any indication that property, plant and equipment, right-of-use assets 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 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.
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.
- (12) 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
26
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.
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.
- (13) Financial instruments
When the Company has become a party to the instrument contract, the financial assets and financial liabilities are to be recognized in the parent company only 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 (FVTPL), it is measured at fair value plus transaction cost that is directly attributable to 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 FVTPL is immediately recognized in profit or loss.
- A. Financial assets
The regular transaction of financial assets is recognized and derecognized in accordance with the trade date accounting.
- (A) Type of measurement
The types of financial assets held by the Company are financial assets at FVTPL, financial assets at amortized cost, and investments in equity instruments at fair value through other comprehensive income (FVTOCI).
- a. Financial assets at FVTPL
Financial assets at FVTPL are financial assets mandatorily measured at FVTPL. Financial assets mandatorily measured at FVTPL include investments in equity instruments investments not designated by the Consolidated Company as being measured at FVTOCI, and investments in debt instruments not qualified for classification as being measured at amortized cost or at FVTOCI.
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Financial assets at FVTPL 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 31 for the determination of fair value.
- b. Financial assets at amortized cost
The 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
-
(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, 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
28
financial reorganization, or where an active market for the financial assets has disappeared due to financial difficulties.
- c. Investment in equity instruments at FVTOCI
The 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 under corporate merger and acquisition or with consideration at FVTOCI for measurement.
Investment in equity instruments at FVTOCI 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 FVTOCI shall be recognized as income when the right of the Company in the collection of dividends is ascertained, unless the dividend is obviously representing the recovery of the cost of investment in part.
- (B) Impairment of financial assets and contract assets
The 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
29
possible defaults of the financial instruments during the expected life of the financial instruments.
For internal credit risk management purposes, the Company, without considering the collateral, determines the following circumstances indicating that a default has occurred on the financial instrument:
-
A. There is internal or external information indicating that the debtor is no longer able to pay their debts.
-
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
- (C) The derecognition of financial assets
The 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.
- B. Equity instruments
The debt and equity instruments issued by the 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 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.
-
C. Financial liabilities
-
(A) Subsequent measurement
30
All financial liabilities are measured at amortized cost using the effective interest method.
- (B) 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.
- D. Convertible corporate bonds
The compound financial instruments (convertible corporate bonds) issued by the 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, the related liability component and the amount in equity will be transferred to equity and capital surplus – issuance premium. If the conversion rights of convertible corporate bonds are not executed on the maturity date, the amount recognized in the equity will be transferred to capital surplus – issuance 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 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 Company’s own equity instruments.
31
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.
- (14) 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.
- (15) Recognition of revenues
The 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.
- A. Merchandise sales revenues
The 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 product sold by the Company is 30 to 120 days. Most of the contracts are recognized as accounts receivable when control of the product is transferred and the right to receive unconditional consideration is available. These accounts receivable are usually of short duration and do not have significant financial components.
- B. 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
32
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.
(16) Lease
The Company assesses whether the contract is (or includes) a lease on the effective contract date. For contracts with lease and non-lease components, the Company apportions the consideration in the contracts based on the relative individual prices and treats them separately.
- A. The 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.
Under operating leases, lease payments, net of lease incentives, are recognized as income on a straight-line basis over the relevant lease period.
- B. The 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 measured initially at cost (consisting of the original measurement amount of the lease liability, lease payments made before the inception date of the lease less lease incentives received, original direct cost and estimated cost of restoration of the subject asset) and subsequently at cost less accumulated depreciation and accumulated impairment, and the
33
remeasurement of the lease liability is adjusted. The right-of-use assets are expressed separately in the parent company only 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.
Lease liabilities are measured initially at the present value of lease payments (including fixed benefits and variable lease payments that depend on an index). 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, lease liabilities are measured at amortized cost using the effective interest method, and interest expense is amortized over the lease period. If a change in the index used to determine lease payments during the lease term results in a change in future lease payments, the 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 parent company only 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.
- (17) 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.
-
(18) Share-based payment agreement
-
A. Employee stock options granted to the employees of the Company
34
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.
-
B. 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.
-
(19) Employee benefits
-
A. 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.
- B. 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 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
35
not exceed the present value of refunds of appropriations from the plan or reductions in future appropriations.
- (20) Income tax
Income tax expense is the sum of the current income tax and deferred income tax.
- A. Current income tax
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.
- B. 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 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 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
36
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.
- C. 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.
5. Significant Accounting Judgments and Estimations, and Main Sources of Assumption
Uncertainties
When adopting accounting policies, the 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 Company has taken the economic impact of the coronavirus pandemic into consideration for significant accounting estimates, and management will review the estimates and underlying assumptions on an ongoing basis. 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 the current and future periods, it is recognized in the period in which it is revised and in the future periods.
Significant Accounting Judgments None.
Estimations, and Main Sources of Assumption Uncertainties
- (1) Impairment of Property, plant and equipment
In the asset impairment assessment process, the Company relies on subjective judgment and relies on asset use patterns and industry characteristics to determine the individual cash flows, the useful life of assets, and the potential future incomes and expenses of specific groups of assets. Any changes in estimates due to changes in
37
economic conditions or group strategies may result in significant impairment in the future.
- (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 Company assesses the impairment of the investment immediately. The 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 Company also considers the relevant market and industry conditions to determine the reasonableness of its relevant assumptions.
- (3) Impairment of investment in subsidiaries
The Company assesses the impairment of assets related to its investment in a subsidiary from the perspective of the financial statements as a whole, because of adverse changes in the market in which the assets are located during the year that indicate that the related assets may be impaired and the carrying amount of the investment in the subsidiary may not be recoverable. The Company’s management assesses impairment based on future cash flow projections of the cash-generating unit to which the related assets belong, including assumptions such as sales growth rate and capacity utilization rate estimated by management, and determines the appropriate discount rate to be used in calculating the present value.
6. Cash
| Cash | |||
|---|---|---|---|
| Cash on hand and petty cash Demand deposits Cash in transit Financial Instruments at FVTPL Financial assets–non-current Mandatorily measured at FVTPL Stocks |
December 31,2020 $ 468 116,430 81 $116,979 December 31,2020 $ - |
December 31,2019 | |
| $ 469 226,782 - $227,251 December 31,2019 |
|||
| $ 2,473 |
7. Financial Instruments at FVTPL
The Company’s financial assets at FVTPL are not provided as guarantee.
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8. Financial Assets Measured at FVTOCI
December 31, 2020
December 31, 2019
| Investment in equity instruments – non-current Unlisted (emerging) company stocks Prorit Corporation New Land Packing Corporation Energy Pass Incorporation Adjustments to the valuation of financial assets at FVTOCI ( |
$ 13,798 59,726 - 29,065 ) ( $ 44,459 |
$ 13,798 55,910 2,197 61,695 ) $ 10,210 |
|---|---|---|
The Company invests in the common stock of the Company listed above for medium- to
long-term strategic purposes and expects to earn a profit from the long-term investment.
The 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 elected to designate these investments as measured at FVTOCI.
On August 10, 2020, the Company participated in the cash capital increase of New Land Packing Corporation by $3,816 thousand, and acquired 382 thousand shares.
The Company’s financial assets at FVTOCI are not provided as guarantee.
The Company derecognized certain investments in equity instruments measured at FVTOCI. The Information related to the derecognition in 2020 and 2018 is as follows:
| follows: | follows: | ||
|---|---|---|---|
| 2020 Fair value at the date of derecognition. $ 104 Accumulated loss on disposal of retained earnings transferred from other equity ( 2,093 ) Notes Receivable, Accounts Receivable and Other Receivables December 31,2020 Notes receivables Measured at amortized cost Total carrying amount – incurred as a result of operations $ 4,693 Less: allowance for loss - $ 4,693 |
2019 | ||
| $ - - December 31,2019 |
|||
Notes receivables Measured at amortized cost Total carrying amount – incurred as a result of operations Less: allowance for loss |
|||
| $ 2,570 - $ 2,570 |
9. Notes Receivable, Accounts Receivable and Other Receivables
39
| Accounts receivables Measured at amortized cost Accounts receivables Less: allowance for loss Accounts receivable – related party Other receivables Tax refund receivable Other receivables – other Other receivables – related party |
December 31,2020 $ 94,228 ( 3,544 ) 90,684 9,627 $ 100,311 $ - 2,572 2,572 8,060 $ 10,632 |
December 31,2019 | December 31,2019 |
|---|---|---|---|
( |
( |
$ 89,817 3,926 ) 85,891 2,455 $ 88,346 $ - 1,707 1,707 32,816 $ 34,523 |
- (1) Notes and accounts receivable
The Company’s notes and accounts receivable are not provided as guarantee.
The average credit period of the Company’s product sales ranges from 30 to 120 days.
Each unit of the 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 Company’s internal rating standards. The Company also uses certain credit enhancement tools (such as 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 Company’s policies. Since the 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 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. Because the Company’s credit loss history shows that there is no significant difference in loss patterns among
40
different customer segments, the reserve matrix does not further differentiate between customer segments and only sets the expected credit loss rate based on the number of days past due on accounts receivable.
If there is evidence that the counterparty is in serious financial difficulty and the Company cannot reasonably expect to recover the amount, the Company shall directly write off the related notes and accounts receivable but shall engage in recourse activities and recognize the amount recovered in profit or loss as a result of the recourse. The Company measured the allowance for losses on notes and accounts receivable based on the reserve matrix as follows:
December 31, 2020
| December 31, 2020 | December 31, 2020 | |||||||
|---|---|---|---|---|---|---|---|---|
| Notpast due Expected credit impairment loss 0~1% Total book value $ 101,440 Allowance for loss (expected credit loss during the life) ( 274 ) Amortized cost $ 101,166 December 31, 2019 Notpast due Expected credit impairment loss 0~3% Total book value $ 85,013 Allowance for loss (expected credit loss during the life) ( 275 ) Amortized cost $ 84,738 |
0 – 30 days past due 0~16% $ - - $ - 0 – 30 days past due 0~3% $ 2,466 11 ) $ 2,455 |
31 – 120 days past due 7~19% $ 2,776 ( 195 ) $ 2,581 31 – 120 days past due 0~5% $ 333 ( 17 ) $ 316 |
121 – 270 dayspast due 22~31% $ 1,581 ( 349 ) $ 1,232 121 – 270 dayspast due 3~20% $ 1,713 ( 342 ) $ 1,371 |
Over 270 days past due 30~100% $ 2,751 ( 2,726 ) $ 25 Over 270 days past due 50~100% $ 5,317 ( 3,281 ) $ 2,036 |
Total | |||
( |
$ 108,548 3,544 ) $ 105,004 Total |
|||||||
Expected credit impairment loss Total book value Allowance for loss (expected credit loss during the life) Amortized cost |
||||||||
( |
( |
( |
( |
( |
( |
$ 94,842 3,926 ) $ 90,916 |
Information on changes in allowance for losses on notes and accounts receivable is as follows:
| 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 Balance at the end of the year |
2020 $ 3,926 ( 382 ) - $ 3,544 |
2019 | |
( |
$ 2,197 2,409 680 ) $ 3,926 |
The changes in the allowance for loss as of December 31, 2020 and 2019 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.
41
10. Inventories
| Inventories | |||
|---|---|---|---|
| Raw materials Work in process Finished goods |
December 31,2020 $ 13,942 - 17,259 $ 31,201 |
December 31,2019 | |
| $ 13,874 8,029 15,424 $ 37,327 |
The operating costs related to inventories were $438,594 thousand and $540,535 thousand for the years ended January 1, 2020 and December 31, 2019, respectively. Operating costs consisted of $3,608 thousand and $(13,831) thousand of loss on decline in value of inventories (reversal gain).
The Company’s inventory was not pledged as collateral.
11. Investment Accounted for Using the Equity Method
| Investments in subsidiaries Investment in affiliate Investment in joint venture |
December31,2020 $ 2,728,333 405,579 65,461 $ 3,199,373 |
December31,2019 | December31,2019 |
|---|---|---|---|
| $ 2,815,462 31,224 7,668 $ 2,854,354 |
(1) Investments in subsidiaries
| Investments in subsidiaries | |||
|---|---|---|---|
| Giga Solar Materials Corporation Wafering Technology Corporation Ho Mi Specialty Materials Corporation Global Acetech Co., Ltd. New Elite Investments Limited |
December31,2020 $ 2,405,116 198,484 83,810 40,923 - $ 2,728,333 |
December31,2019 | |
| $ 2,482,384 199,280 82,181 49,653 1,964 $ 2,815,462 |
| Companyname Giga Solar Materials Corporation Wafering Technology Corporation Ho Mi Specialty Materials Corporation Global Acetech Co., Ltd. New Elite Investments Limited |
Businessnature Solar Energy Related Business Solar Energy Related Business Solar Energy Related Business Solar Energy Related Business Solar Energy Related Business |
Main Business Location Hukou Township, Hsinchu County Hukou Township, Hsinchu County Hukou Township, Hsinchu County Thailand Samoa |
Percentage of ownership interests and voting rights held |
Percentage of ownership interests and voting rights held |
|---|---|---|---|---|
| December 31,2020 45.13% 100% 92.57% 99.99% - |
December 31,2019 |
|||
| 52.12% 100% 92.57% 99.99% 100% |
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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 stock proceed on October 20, 2020.
Please refer to Note 33 for the amount set as a guarantee for bank borrowing.
(2) Investment in affiliate
| Investment in affiliate | |||
|---|---|---|---|
| Investeename Affiliates of no materiality Wole Max Green Power Co., Ltd. Ri Yun Green Energy Co., Ltd. Lianshuo Energy Co., Ltd. |
December31,2020 $ 352,159 41,784 11,636 $ 405,579 |
December31,2019 | |
| $ - 25,569 5,655 $ 31,224 |
| Companyname Whole Max Green Power Co., Ltd. Ri Yun Green Energy Co., Ltd. Lianshuo Energy Co., Ltd. |
Business nature Solar Energy Related Business Solar Energy Related Business Solar Energy Related Business |
Main Business Location Hukou Township, Hsinchu County Taipei City Kaohsiung City |
Percentage of ownership interests and voting rights held |
Percentage of ownership interests and voting rights held |
|---|---|---|---|---|
| December 31,2020 31% 30% 30% |
December 31,2019 |
|||
| - 30% 49% |
On August 12, 2019, the Board of Directors approved the proposal to invest in domestic solar power generation and to establish a joint venture company SPV, with another company to build a solar power plant. On August 22, 2019, the Company prepaid $25,731 thousand to Ri Yun Green Energy Co., Ltd. for the investment.
On November 13, 2019, the Company completed its investment in Ri Yun Green Energy Co., Ltd. with an investment amount of $25,731 thousand and acquired a total of 2,573,100 shares, representing a 30% shareholding.
Subsequently, on April 30, 2020, the Company invested $8,769 thousand in Ri Yun Green Energy Co., Ltd. and acquired 876,900 shares, representing a 30% shareholding Subsequently, on December 7, 2020, the Company invested $7,500 thousand in Ri Yun Green Energy Co., Ltd. and acquired 750,000 shares, representing a 30% ownership.
On February 21, 2019, the Company invested $5,880 thousand in Lianshuo Energy Co., Ltd. and acquired 588,000 shares, representing a 49% ownership. Subsequently,
43
on March 31, 2020, the Company further invested $5,292 thousand in Lianshuo Energy Co., Ltd. and acquired 529,200 shares, representing a 49% ownership On November 16, 2020, the Company invested $468 thousand in Lianshuo Energy Co., Ltd. and acquired 46,800 shares, representing a 30% ownership
On November 27, 2020 and December 30, 2020, the Company invested $195,300 thousand and $171,322 thousand, respectively, in Whole Max Green Power Co., Ltd. and acquired 33,790,000 shares, representing a 31% ownership
The aggregate financial information of the Company’s investments in the aforementioned affiliates, which are not material to the Company, based on their respective shares, is presented below:
| Net losses from continuing operations for the year Other comprehensive income Total comprehensive income |
2020 ( $ 5,441 ) - ($ 5,441 ) |
2019 |
|---|---|---|
| ( $ 387 ) - ($ 387 ) |
(3) Investment in joint venture
| Investment in joint venture | |||
|---|---|---|---|
| Affiliates of no materiality Giga Solar Green Power Co., Ltd. |
December 31,2020 $ 65,461 |
December 31,2019 | |
| $ 7,668 |
The 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. |
Businessnature Solar Energy Related Business |
Main Business Location Hukou Township, Hsinchu County |
Percentage of ownership interests and voting rights held |
Percentage of ownership interests and voting rights held |
|---|---|---|---|---|
| December 31,2020 50% |
December 31,2019 |
|||
| 50% |
On August 16, 2019, the Company invested $7,500 thousand in Giga Solar Green Power Co., Ltd. The Company acquired 750,000 shares with a 50% shareholding. On August 24, 2020, the Company further invested $42,500 thousand in Giga Solar Green Power Co., Ltd. The Company acquired 4,250,000 shares with a 50% shareholding. Subsequently, on November 17, 2020, further invested $25,000 thousand in Giga Solar Green Power Co., Ltd.. The Company acquired 2,500,000 shares with a 50% shareholding.
44
The aggregate financial information of the Company’s investments in the aforementioned joint ventures, which are not material to the Company, based on their respective shares, is presented below:
| respective shares, is presented below: | ||||
|---|---|---|---|---|
| Net profits from continuing operations for the year Other comprehensive income Total comprehensive income |
2020 $ 2,710 - $ 2,710 |
2019 | ||
| $ 168 - $ 168 |
The Company’s affiliates and joint ventures were not pledged as loan guarantees.
12. Property, Plant and Equipment
| Self-use (1) Self-use Costs Balance as of January 1, 2020 Addition Disposal Transfer Balance as of December 31, 2020 Accumulated depreciation and impairment Balance as of January 1, 2020 Depreciation Disposal Transfer Balance as of December 31, 2020 Net as of December 31, 2019 and January 1, 2020 Net as of December 31, 2020 Costs Balance as of January 1, 2019 Addition Disposal Transfer Balance as of December 31, 2019 Accumulated depreciation and impairment Balance as of January 1, 2019 Depreciation Disposal Impairment Transfer Balance as of December 31, 2019 Net as of December 31, 2018 and January 1, 2019 Net as of December 31, 2019 |
Land | Building | December 31,2020 $ 402,231 Machinery equipment Office equipment Transportation equipment $ 177,905 $ 20,504 $ 720 580 143 - ( 142 ) - ( 580 ) 178 - - $ 178,521 $ 20,647 $ 140 $ 112,320 $ 19,749 $ 720 13,948 373 - ( 142 ) - ( 580 ) - - - $ 126,126 $ 20,122 $ 140 $ 65,585 $ 755 $ - $ 52,395 $ 525 $ - $ 2,370,855 $ 22,240 $ 720 3,347 - - ( 1,517,346 ) ( 1,736 ) - ( 678,951 ) - - $ 177,905 $ 20,504 $ 720 $ 2,283,072 $ 20,947 $ 720 15,968 538 - ( 1,517,346 ) ( 1,736 ) - 159 - - ( 669,533 ) - - $ 112,320 $ 19,749 $ 720 $ 87,783 $ 1,293 $ - $ 65,585 $ 755 $ - |
December 31,2020 | December 31,2020 | December 31,2020 | December 31,2019 $ 429,735 R&D equipment Other equipment Total $ 345,472 $ 30,826 $ 1,537,588 1,478 - 3,193 ( 37,795 ) ( 822 ) ( 39,534 ) 436 - 21,017 $ 309,591 $ 30,004 $ 1,522,264 $ 298,968 $ 29,362 $ 1,107,853 8,739 970 42,031 ( 37,795 ) ( 822 ) ( 39,534 ) - - 9,683 $ 269,912 $ 29,510 $ 1,120,033 $ 46,504 $ 1,464 $ 429,735 $ 39,679 $ 494 $ 402,231 $ 104,561 $ 43,413 $ 3,889,404 - - 3,347 ( 440,827 ) ( 12,587 ) ( 2,010,674 ) 681,738 - ( 344,489 ) $ 345,472 $ 30,826 $ 1,537,588 $ 61,876 $ 40,706 $ 3,232,960 7,513 1,219 43,372 ( 439,954 ) ( 12,563 ) ( 2,009,777 ) - - 159 669,533 - ( 158,861 ) $ 298,968 $ 29,362 $ 1,107,853 $ 42,685 $ 2,707 $ 656,444 $ 46,504 $ 1,464 $ 429,735 |
December 31,2019 | December 31,2019 | December 31,2019 | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| $ 429,735 Other equipment Total $ 30,826 $ 1,537,588 - 3,193 ( 822 ) ( 39,534 ) - 21,017 $ 30,004 $ 1,522,264 $ 29,362 $ 1,107,853 970 42,031 ( 822 ) ( 39,534 ) - 9,683 $ 29,510 $ 1,120,033 $ 1,464 $ 429,735 $ 494 $ 402,231 $ 43,413 $ 3,889,404 - 3,347 ( 12,587 ) ( 2,010,674 ) - ( 344,489 ) $ 30,826 $ 1,537,588 $ 40,706 $ 3,232,960 1,219 43,372 ( 12,563 ) ( 2,009,777 ) - 159 - ( 158,861 ) $ 29,362 $ 1,107,853 $ 2,707 $ 656,444 $ 1,464 $ 429,735 |
|||||||||||
| $ 114,176 - - 4,060 $ 118,236 $ 18,019 - - - $ 18,019 $ 96,157 $ 100,217 $ 183,275 - - ( 69,099 ) $ 114,176 $ 18,019 - - - - $ 18,019 $ 165,256 $ 96,157 |
$ 847,985 992 ( 195 ) 16,343 $ 865,125 $ 628,715 18,001 ( 195 ) - 9,683 $ 656,204 $ 219,270 $ 208,921 $ 1,164,340 - ( 38,178 ) ( 278,177 ) $ 847,985 $ 807,620 18,134 ( 38,178 ) - ( 158,861 ) $ 628,715 $ 356,720 $ 219,270 |
$ 177,905 580 ( 142 ) 178 $ 178,521 $ 112,320 13,948 ( 142 ) - $ 126,126 $ 65,585 $ 52,395 $ 2,370,855 3,347 ( 1,517,346 ) ( 678,951 ) $ 177,905 $ 2,283,072 15,968 ( 1,517,346 ) 159 ( 669,533 ) $ 112,320 $ 87,783 $ 65,585 |
$ 20,504 143 - - $ 20,647 $ 19,749 373 - - $ 20,122 $ 755 $ 525 $ 22,240 - ( 1,736 ) - $ 20,504 $ 20,947 538 ( 1,736 ) - - $ 19,749 $ 1,293 $ 755 |
$ 720 - ( 580 ) - $ 140 $ 720 - ( 580 ) - $ 140 $ - $ - $ 720 - - - $ 720 $ 720 - - - - $ 720 $ - $ - |
$ 345,472 1,478 ( 37,795 ) 436 $ 309,591 $ 298,968 8,739 ( 37,795 ) - $ 269,912 $ 46,504 $ 39,679 $ 104,561 - ( 440,827 ) 681,738 $ 345,472 $ 61,876 7,513 ( 439,954 ) - 669,533 $ 298,968 $ 42,685 $ 46,504 |
$ 30,826 - ( 822 ) - $ 30,004 $ 29,362 970 ( 822 ) - $ 29,510 $ 1,464 $ 494 $ 43,413 - ( 12,587 ) - $ 30,826 $ 40,706 1,219 ( 12,563 ) - - $ 29,362 $ 2,707 $ 1,464 |
$ 1,537,588 3,193 ( 39,534 ) 21,017 $ 1,522,264 $ 1,107,853 42,031 ( 39,534 ) 9,683 $ 1,120,033 $ 429,735 $ 402,231 $ 3,889,404 3,347 ( 2,010,674 ) ( 344,489 ) $ 1,537,588 $ 3,232,960 43,372 ( 2,009,777 ) 159 ( 158,861 ) $ 1,107,853 $ 656,444 $ 429,735 |
The Company did not perform impairment testing for 2020 as there was no indication of impairment.
45
In 2019, the Company recognized an impairment loss of $159 thousand on the carrying amount of some of its machinery and equipment that could no longer be used for production. The impairment loss was included in other gains and losses in the comprehensive income statement.
Depreciation expense is provided on a straight-line basis over the following useful lives:
| Building | 1 to 56 years |
|---|---|
| Machinery equipment | 1 to 11 years |
| Office equipment | 5 years |
| R&D equipment | 1 to 11 years |
| Other equipment | 2 to 10 years |
The significant components of the Company’s buildings are mainly the main structure, and electrical, mechanical and air-conditioning equipment, which have a useful life of 1 to 56 years and 1 to 11 years, respectively.
Please refer to Note 33 for the amount in which the Company has provided property, plant and equipment as collaterals.
13. Lease Agreement
(1) Right-of-use assets
| Right-of-use assets | |||
|---|---|---|---|
| Book value of right-of-use assets Building Transportation equipment Addition of right-of-use assets Depreciation expense of right-of-use assets Building Transportation equipment |
December 31,2020 $ 26,827 913 $ 27,740 2020 $ - $ 3,354 523 $ 3,877 |
December 31,2019 | |
| $ 30,181 1,436 $ 31,617 2019 |
|||
| $ 1,542 $ 3,354 82 $ 3,436 |
Other than the above additions and depreciation expense recognized, there were no significant subleases or impairments of the Company’s right-of-use assets for the years ended December 31, 2020 and 2019.
46
(2) Lease liabilities
| Lease liabilities | |
|---|---|
| December 31,2020 Book value of lease liabilities Current $ 3,752 Non-current $ 24,394 The discount rate range for lease liabilities is as follows: December 31,2020 Building 1.5% Transportation equipment 1.68% |
December 31,2019 |
| $ 4,066 $ 27,775 December 31,2019 |
|
| 1.5% 1.68% |
(3) Major lease activities and terms
Some of the 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 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 Company only. The Company reevaluates 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 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 14 for the Company’s investment property agreements.
| Short-term lease expense Total cash outflow from leases |
2020 $ 41 $ 4,190 |
2019 | ||
|---|---|---|---|---|
| $ 179 $ 3,877 |
The Company has elected to apply the exemption from recognition to transportation equipment and other equipment that qualify as short-term leases and does not recognize the related right-of-use assets and lease liabilities for these leases.
14. Investment Property
Investment property is the Company’s own investment property. The Company enters into commercial property leases for its own investment properties. The leases include provisions for annual rental adjustments based on market conditions.
47
| Land Building Cost January 1, 2020 $ 69,099 $ 278,177 Transferred to Property, plant and equipment ( 4,060 ) ( 16,343 ) December 31, 2020 $ 65,039 $ 261,834 Accumulated depreciation and impairment January 1, 2020 $ - $ 164,806 Depreciation expense - 5,596 Transferred to Property, plant and equipment - ( 9,683 ) December 31, 2020 $ - $ 160,719 Net book value December 31, 2020 $ 65,039 $ 101,115 Costs January 1, 2019 $ - $ - Transferred from Property, plant and equipment 69,099 278,177 December 31, 2019 $ 69,099 $ 278,177 Accumulated depreciation and impairment January 1, 2019 $ - $ - Transferred from Property, plant and equipment - 158,861 Depreciation expense - 5,945 December 31, 2019 $ - $ 164,806 Net book value December 31, 2019 $ 69,099 $ 113,371 2020 Rental income from investment property $ 29,454 Less: Direct operating expenses of investment properties that generate rental income in the current year 5,596 Total $ 23,858 |
Land Building Cost January 1, 2020 $ 69,099 $ 278,177 Transferred to Property, plant and equipment ( 4,060 ) ( 16,343 ) December 31, 2020 $ 65,039 $ 261,834 Accumulated depreciation and impairment January 1, 2020 $ - $ 164,806 Depreciation expense - 5,596 Transferred to Property, plant and equipment - ( 9,683 ) December 31, 2020 $ - $ 160,719 Net book value December 31, 2020 $ 65,039 $ 101,115 Costs January 1, 2019 $ - $ - Transferred from Property, plant and equipment 69,099 278,177 December 31, 2019 $ 69,099 $ 278,177 Accumulated depreciation and impairment January 1, 2019 $ - $ - Transferred from Property, plant and equipment - 158,861 Depreciation expense - 5,945 December 31, 2019 $ - $ 164,806 Net book value December 31, 2019 $ 69,099 $ 113,371 2020 Rental income from investment property $ 29,454 Less: Direct operating expenses of investment properties that generate rental income in the current year 5,596 Total $ 23,858 |
Total | |
|---|---|---|---|
( ( |
$ 347,276 20,403 ) $ 326,873 $ 164,806 5,596 9,683 ) $ 160,719 $ 166,154 $ - 347,276 $ 347,276 $ - 158,861 5,945 $ 164,806 $ 182,470 2019 |
||
| $ 25,736 9,078 $ 16,658 |
Investment property is depreciated on a straight-line basis over the following useful lives:
Building 2 to 27 years
48
Please refer to Note 33 for the amount in which the Company provided investment properties as collaterals.
The fair values of investment properties were $333,282 thousand and $361,395 thousand as of December 31, 2020 and 2019.
The 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 aforementioned fair values are determined using the cash flow analysis method and the simultaneous consideration of the cost method and the income method, respectively, where the main input values used are discount rates, of which the main input values used and their quantitative information are as follows:
December 31, 2020 December 31, 2019 Capitalization rate of income 5.14% 5.31%
15. Intangible assets
| Intangible assets | ||
|---|---|---|
| Cost Balance as of January 1, 2020 Addition Balance as of December 31, 2020 Accumulated amortization and impairment Balance as of January 1, 2020 Amortization Balance as of December 31, 2020 Net as of December 31, 2019 and January 1, 2020 Net as of December 31, 2020 Costs Balance as of January 1, 2019 Addition Balance as of December 31, 2019 Accumulated amortization and impairment Balance as of January 1, 2019 Amortization Balance as of December 31, 2019 Net as of December 31, 2018 and January 1, 2019 Net as of December 31, 2019 |
Computer software | |
| $ 6,826 - $ 6,826 $ 5,178 733 $ 5,911 $ 1,648 $ 915 $ 5,476 1,350 $ 6,826 $ 4,204 974 $ 5,178 $ 1,272 $ 1,648 |
49
Amortization expense classified by function:
| Administration expenses | 2020 $ 733 |
2019 | ||
|---|---|---|---|---|
| $ 974 |
Amortization expense is provided on a straight-line basis over the following useful lives:
Computer software 3 years
16. Prepayments and Other Assets
| Prepayments and Other Assets | |||
|---|---|---|---|
| Refundable deposits Tax overpaid retained Prepayments for equipment Net defined benefit assets (Note 19) Prepaid expenses Prepayments for goods Others Current Non-current |
December 31,2020 $ 432,654 320,626 7,244 2,624 1,188 335 5,975 $770,646 $ 577,945 192,701 $ 770,646 |
December 31,2019 | |
| $ 22,765 338,257 4,249 2,392 10,670 8,928 4,662 $ 391,923 $ 362,396 29,527 $ 391,923 |
17. Borrowing
(1) Short-term borrowings
| Short-term borrowings | ||||
|---|---|---|---|---|
| Secured borrowings Bank borrowings Unsecured borrowings Line of credit borrowing (Note). |
Interest rate (%) 1.5~1.7 1.4~1.61 |
December 31, 2020 $ 1,240,000 250,814 $ 1,490,814 |
December 31, 2019 |
|
| $ 500,000 437,961 $ 937,961 |
Note: The restrictions on the borrowing contract are as follows:
If the Company’s shareholding in Giga Solar Materials Corporation is less than 40%, part of the line of credit shall cease to be utilized.
For collaterals pledged for short-term borrowings, please refer to Note 33.
50
(2) Long-term borrowings
The breakdown of the Company’s long-term borrowings is as follows:
| Creditor Secured loan from Land Bank of Taiwan Credit loan from The Shanghai Commercial & Savings Bank Less: Long-term loans due within one year Creditor Credit Borrowings Credit loan from The Shanghai Commercial & Savings Bank Less: Long-term loans due within one year |
December 31, 2020 $ 250,000 127,500 ( 84,000 ) $ 293,500 December 31, 2019 $ 161,500 ( 34,000 ) $ 127,500 |
Interest rate(%) 1.58 1.43 Interest rate(%) 1.68 |
Repaymentperiod and method |
|---|---|---|---|
| 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. Repaymentperiod and method |
|||
| ( | Starting from October 26, 2019, repay the loan in 20 installments of 3 months, with interest payable once every month. |
For collaterals for long-term borrowings, please refer to Note 33.
18. Corporate Bonds Payable
| Corporate Bonds Payable | ||
|---|---|---|
| Domestic secured convertible bonds Less: Discount on corporate bonds payable Less: portion classified as due within one year |
December31,2020 $ - - - $ - |
December31,2019 |
| $ 1,200,000 ( 962 ) (1,199,038 ) $ - |
-
(1) On June 21, 2017, the Company issued its 4th domestic secured convertible bonds with the following major terms:
-
A. Face value: NT$100 thousand
-
B. Issue price: 100%
-
C. Total face value of issue: NT$1,200,000 thousand.
-
D. Coupon rate: 0%.
-
E. Bond period: 3 years (June 21, 2017 to June 21, 2020)
51
-
F. 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.
-
G. Redemption right of the bonds: If the closing price of the Company’s common stock 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.
-
H. Rights of sale of bondholders: None.
-
I. Conversion:
-
(A) The bondholders may request the Company to convert the bonds into shares of the Company’s common stock 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.
-
(B) Conversion price: The conversion price at issuance was set at NT$22 per share.
-
(C) 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) common shares of the Company increases (including, but not limited to, cash capital increase, capital increase from earnings, capital increase from capital surplus, issuance of new shares by the Company individually or for acquiring shares of other companies, stock split and cash capital increase to sponsor the issuance of overseas depositary receipts, by way of subscription or private placement), except for the conversion of common shares by issuing various marketable securities with conversion options of common 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 common stock at a conversion or subscription price lower
-
52
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 shares of common stock due to a capital reduction other than the retirement of treasury stock.
-
(D) 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 amount of $1,236,360 thousand.
For collaterals for corporate bonds payable, please refer to Note 33.
19. Post-employment Benefit Plan
- (1) Defined contribution plan
The Company’s pension system under the “Labor Pension Act” is a government-administered defined contribution pension plan which contributes 6% of employees’ monthly salaries contributed to the personal accounts at the Bureau of Labor Insurance.
- (2) Defined benefit plan
The Company’s pension system 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 Company appropriates 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 Company has no right to influence the investment management strategy.
53
The amounts included in the parent company only balance sheets for defined benefit plan are shown below:
| plan are shown below: | |||
|---|---|---|---|
| Present value of defined benefit obligations Fair value of plan assets Net defined benefit (assets) liabilities |
December31,2020 $ 17,494 ( 20,118 ) ($ 2,624 ) |
December31,2019 | |
( ( |
( ( |
$ 16,668 19,060 ) $ 2,392 ) |
The changes in net defined benefit (assets) liabilities as follows:
| Present value of | Present value of | Present value of | Net defined | Net defined | |||||
|---|---|---|---|---|---|---|---|---|---|
| defined benefit | Fair value of | benefit | |||||||
| obligations | plan assets | (Assets) | |||||||
| . | . | Liabilities | |||||||
| January 1, 2019 | $ | 25,543 | ($ | 17,744 |
) | $ | 7,799 |
||
| Financial costs | |||||||||
| Interest expense |
|||||||||
| (income) | 307 | ( | 213 | ) | 94 | ||||
| Service income from | |||||||||
| the previous period | ( | 9,892 |
) | - | ( | 9,892 |
) | ||
| Recognized in profit or | |||||||||
| loss | ( | 9,585 |
) | ( | 213 |
) | ( | 9,798 |
) |
| Present value of | Net defined | ||||||||
| defined benefit | Fair value of | benefit (assets) | |||||||
| obligations | plan assets | liabilities | |||||||
| Remeasurement | |||||||||
| Actuarial (gains) losses | |||||||||
| - Actuarial gains and | |||||||||
| losses from | |||||||||
| changes in | |||||||||
| demographic | |||||||||
| assumptions | $ | 46 | $ | - | $ | 46 |
|||
| - Changes in financial | |||||||||
| assumptions | 989 | ( | 751 | ) | 238 | ||||
| - Adjustments through | |||||||||
| experiences | ( | 325 |
) | - | ( | 325 |
) | ||
| Recognized in other |
|||||||||
| comprehensive income | 710 | ( | 751 |
) | ( | 41 |
) | ||
| Employer appropriation | - | ( | 352 |
) | ( | 352 |
) | ||
| December 31, 2019 | 16,668 | ( | 19,060 |
) | ( | 2,392 |
) | ||
| Financial costs | |||||||||
| Interest expense | |||||||||
| (income) | 139 | ( | 159 | ) | ( | 20 | ) | ||
| Service income from | |||||||||
| the previous period | - | - | - | ||||||
| Recognized in profit or | |||||||||
| loss | 139 | ( | 159 |
) | ( | 20 |
) |
54
| Remeasurement Actuarial gains - Changes in financial assumptions - Adjustments through experiences Recognized in other comprehensive income Employer appropriation December 31, 2020 |
Present value of defined benefit obligations 1,066 ( 379 ) 687 - $ 17,494 |
Fair value of plan assets ( 627 ) - ( 627 ) ( 272 ) ($ 20,118 ) |
Net defined benefit (assets) liabilities |
Net defined benefit (assets) liabilities |
|---|---|---|---|---|
| ( |
( ( ( |
439 379 ) 60 272 ) $ 2,624 ) |
The Company is exposed to the following risks as a result of the pension system under the “Labor Standards Act”:
-
A. 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 Company’s plan assets is based on the income at a rate no less than the local bank’s 2-year time deposit rate.
-
B. 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.
-
C. 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 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 |
December31,2020 0.43% 3.00% |
December31,2019 |
| 0.83% 3.00% |
55
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 31,2020 ($ 1,321 ) $ 1,443 $ 1,399 ($ 1,295 ) |
December 31,2019 | December 31,2019 |
|---|---|---|---|
| ( ( |
( ( |
$ 1,325 ) $ 1,455 $ 1,416 $ 1,304 ) |
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 |
December31,2020 $ 272 16 years |
December31,2019 | December31,2019 |
|---|---|---|---|
| $ 351 17 years |
20. Equity
(1) Common stock
| Common stock | |||
|---|---|---|---|
| Authorized number of shares (in thousands) Authorized capital stock Number of shares issued and fully paid (in thousands) Capital stock issued |
December 31,2020 500,000 $ 5,000,000 285,906 $ 2,859,057 |
December 31,2019 | |
| 388,000 $ 3,880,000 205,906 $ 2,059,057 |
The issued common stock 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 of Directors approved the issuance of 80,000
thousand shares with a par value of $10 per share as a cash capital increase 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 base date for the cash capital increase was June 29, 2020, and the subscription price per share was NT$8.5. The total paid-in share payment of $680,000 thousand has been fully received.
56
(2) Capital surplus
| Capital surplus | |||
|---|---|---|---|
| May be used for loss make-up, payment in cash dividend or capitalization as equity (A) Stock issuance premium Differences between equity price and carrying amount arising from actual acquisition or disposal of subsidiaries May only be used for loss make-up Employee stock options Recognition of changes in ownership interest in subsidiaries (B) Changes in net equity of affiliates accounted for using the equity method May not be used for any purpose Others |
December31,2020 $ - 26,034 1,432 151,353 1,935 69,355 $ 250,109 |
December31,2019 | |
| $ 117,249 - - 25,323 - 69,355 $ 211,927 |
-
A. 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.
-
B. 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. The Employee Benefit Trust Plan Committee of the subsidiary disposed of the trust shares of the departing employees in accordance with the trust agreement in 2020. The remaining balance of the proceeds, after deducting the amount to be distributed to employees, was $1,222 thousand, which was treated as a reissuance of the shares recovered by the subsidiary and included in capital surplus – recognized as a change in ownership interest in the subsidiary.
-
(3) Retained earnings and dividend policy
-
In accordance with the Company’s earnings distribution policy as stipulated in the Articles of Incorporation, if there are any net earnings in the Company’s annual final accounts, the Company shall first pay tax, make up for accumulated losses and then
57
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 Board of Directors’ meeting held on March 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 22(7) for the Company’s policy on employee and director remuneration distribution under the Company’s Articles of Incorporation.
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.
The Company has provided and reversed special reserve in accordance with the Rule No. 1010012865, 1010047490, 1030006415 and the “Questions and Answers on the Application of IFRSs to the Provision of Special Reserve.”
The Company’s shareholders’ meeting held on June 25, 2019 resolved not to distribute the earnings because the Company had uncovered accumulated losses in 2018.
In order to improve the Company’s financial structure and future business development needs, the Company’s shareholders’ meeting on June 25, 2019 resolved
58
to make up for losses through a capital reduction of NT$1,331,533 thousand and to retire 133,153 thousand shares issued. After the capital reduction, the total number of new shares issued was 205,906 thousand shares and the base date of the capital reduction was September 25, 2019. The registration of the capital reduction was approved as effective by the FSC on September 10, 2019, in the letter Jin-Guan-Zheng-Fa-Zi No. 1080329995.
The proposal for 2018 loss make-up, as approved by the shareholders’ meeting, is as follows:
| follows: | |
|---|---|
| Losses to be made up at the beginning of the year Effect of retrospective application Remeasurement of defined benefit plan Disposal of equity instruments at FVTOCI Net losses for 2018 Loss make-up from legal reserve Loss make-up from capital surplus Losses to be made up at the end of the year |
2018 |
| Proposal for loss make-up |
|
| ($ 2,621,881) 107,006 ( 3,156) 104 ( 1,428,791) 124,574 2,490,611 ($ 1,331,533 ) |
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 |
2019 | |
|---|---|---|
| $ 14,689 $132,198 |
The loss make-up proposal for 2020 as proposed by the Board of Directors on March 26, 2021 is as follows:
| 26, 2021 is 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 FVTOCI 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 loss make-up for 2020 is pending the resolution of the shareholders’ meeting scheduled to be held on June 25, 2021.
59
(4) Special reserve
| Special reserve | ||
|---|---|---|
| 2020 | 2019 | |
| Balance at the beginning of the | ||
| year | $ 23,784 | $ 23,784 |
| Provision of special reserve | ||
| 2019 earnings distribution | 132,198 |
- |
| Balance at the end of the year | $ 155,982 | $ 23,784 |
| As of December 31, 2020 and 2019, the amount of special reserve first appropriated | ||
| was $23,784 thousand. |
-
(5) Other equity items
-
A. Exchange differences on translation of financial statements of foreign operations
| operations | |||||
|---|---|---|---|---|---|
| 2020 | 2019 | ||||
| Balance at the beginning of | |||||
| the year ( $ |
114,115 | ) | ( $ 81,429 | ) | |
| Generated in the year | |||||
| Translation differences | |||||
| on translation of |
|||||
| foreign operations ( |
1,950 | ) | ( | 11,437 |
) |
| Share of subsidiary |
|||||
| recognized under the | |||||
| equity method | 3,483 | ( | 21,249 | ) | |
| Disposal of partial |
|||||
| interest in a |
|||||
| subsidiary |
15,258 | - | |||
| Balance at the end of the | |||||
| year ($ |
97,324 |
) | ($ 114,115 |
) | |
| Unrealized valuation gains or losses on financial assets measured at FVTOCI | |||||
| 2020 | 2019 | ||||
| Balance at the beginning of | |||||
| the year ( $ 145,597 |
) | ( $ 128,959 | ) | ||
| Generated in the year | |||||
| Unrealized gain or loss | |||||
| Equity instruments |
30,537 | ( | 5,474 |
) | |
| Share of subsidiary |
|||||
| under the equity |
|||||
| method |
14,167 | ( | 15,213 | ) | |
| Disposal of partial interest | |||||
| in a subsidiary | 3,935 | - | |||
| Transfer of accumulated | |||||
| gain or loss on disposal | |||||
| of equity instruments to | |||||
| retained earnings |
21,235 | 4,049 | |||
| Balance at the end of the | |||||
| year ($ |
75,723 |
) | ($ 145,597 |
) |
- B. Unrealized valuation gains or losses on financial assets measured at FVTOCI
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21. Revenues
(1) Description of customer contract
Revenue recognition is recognized at a point in time. Information on revenue from customer contracts is as follows:
| customer contracts is as follows: | customer contracts is as follows: | customer contracts is as follows: | |||
|---|---|---|---|---|---|
| (2) | 2020 Revenue from customer contracts Merchandise sales revenues $ 324,145 Revenues from construction projects 189,666 Other operating revenues 16,643 $ 530,454 Breakdown of revenue from customer contracts Product type 2020 Conductive ribbon $ 295,968 Revenues from construction projects 189,666 Revenues from sales of silicon products - Revenues from sales of electricity - Others 44,820 $ 530,454 Contract balance December31,2020 Accounts receivable (Note 9) $ 90,684 Accounts receivable – related party $ 9,627 Contract assets Power Plant Construction Contract $ 170,113 Less: allowance for loss - Contract assets – current $ 170,113 Contract liabilities Merchandise Sales $ 1,565 Power Plant Construction Project 2,580 Contract liabilities – current (included in other current liabilities) $ 4,145 |
2019 | |||
| $ 329,187 167,698 3,627 $ 500,512 2019 |
|||||
| Product type Conductive ribbon Revenues from construction projects Revenues from sales of silicon products Revenues from sales of electricity Others Contract balance Accounts receivable (Note 9) Accounts receivable – related party Contract assets Power Plant Construction Contract Less: allowance for loss Contract assets – current Contract liabilities Merchandise Sales Power Plant Construction Project Contract liabilities – current (included in other current liabilities) |
|||||
| $ 262,793 167,698 15,172 127 54,722 $ 500,512 December31,2019 |
|||||
| $ 85,891 $ 2,455 $ 240,042 - $ 240,042 $ 2,510 - $ 2,510 |
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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, and other significant changes are as follows:
| Contract assets Transfer of beginning balance to accounts receivable |
2020 $ 163,670 |
2019 | ||
|---|---|---|---|---|
| $ - |
The change in contract liabilities is mainly due to the difference between the point at which the performance obligation is satisfied and the point at which the customer pays. There were no contract assets at the end of 2018. For the year ended December 31, 2019, the amount of contract liabilities from the beginning of the year recognized as revenue was zero. For the year ended December 31, 2020, the amount of contract liabilities from the beginning of the year recognized as other revenue was $2,303 thousand.
(3) Customer contracts not yet fully completed
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 2020 To be performed in 2021 |
December31,2020 $ - 49,207 $ 49,207 |
December31,2019 | December31,2019 |
|---|---|---|---|
| $ 93,027 - $ 93,027 |
22. Net Profits from Continuing Operations
(1) Interest income
| Interest income | ||||
|---|---|---|---|---|
| Bank deposits Other income Rental income Government subsidy income (Note 26) Others |
2020 $ 173 2020 $ 29,454 7,513 26,077 $ 63,044 |
2019 | ||
| $ 526 2019 |
||||
| $ 26,791 - 8,640 $ 35,431 |
(2) Other income
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(3) Other gains and losses
| (3) Other gains and losses |
|||
|---|---|---|---|
| Gain on disposal of non-current assets held for sale Gain on disposal and scrapping of property, plant and equipment Net gain (loss) on financial assets and liabilities at FVTPL Impairment loss on non-financial assets Net foreign currency exchange loss Loss on disposal of investment Other losses (4) Financial costs Interest on Bank Borrowings Amortization of long-term payables Amortization of discount on corporate bonds payable Interest on lease liabilities Imputed interest on deposit and others (Note 34) (5) Depreciation and amortization Summary of depreciation by function. Operating costs Operating expenses Summary of amortization by function. Operating costs Operating expenses |
2020 $ - 475 ( 62 ) ( 7,046 ) ( 6,998 ) ( 444) ( 2,062 ) ($ 16,137 ) 2020 $ 19,778 5,836 962 454 113,253 $140,283 2020 $ 16,945 34,559 $ 51,504 $ - 733 $ 733 |
2019 | |
| $ 285,716 27,766 425 ( 159 ) ( 3,791 ) - ( 3,160 ) $306,797 2019 |
|||
| $ 15,923 12,194 2,026 486 135 $ 30,764 2019 |
|||
| $ 32,551 20,202 $ 52,753 $ - 974 $ 974 |
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(6) Employee benefit expenses
| Employee benefit expenses | ||
|---|---|---|
| Short-term employee benefits Share-based payment (Note 25) Post-employment benefits Defined contribution plan Defined benefit plan (Note 19) Other employee benefits Total employee benefit expenses Summary by function. Operating costs Operating expenses |
2020 $ 109,047 527 4,563 ( 20 ) 4,443 $ 118,560 $ 35,540 83,020 $ 118,560 |
2019 |
| $ 142,617 - 5,299 ( 9,798 ) 5,380 $ 143,498 $ 61,143 82,355 $ 143,498 |
(7) Remuneration for employees and directors
In accordance with the Company’s Articles of Incorporation, 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 2018 and 2020, remuneration for employees and directors was not estimated due to accumulated losses.
The estimated remuneration for employees and directors for 2019 was approved by the board of directors on March 27, 2020 as follows:
Estimated percentage
| Estimated percentage | ||
|---|---|---|
| Remuneration for employees Remuneration for directors Amount Remuneration for employees Remuneration for directors |
2019 | |
| 4% 3% 2019 |
||
| $ 7,345 $ 5,509 |
If there is a change in the amount of the parent company only 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.
There was no difference between the actual amount of employees’ and directors’ and supervisors’ remuneration paid for 2019 and 2018 and the amount recognized in the parent company only financial statements in 2019 and 2018.
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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.
23. 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: | ||
|---|---|---|
| 2020 2019 Current income tax Generated in the year $ 4,058 $ 19,165 Income tax expense recognized in profit or loss $ 4,058 $ 19,165 The reconciliation of accounting income to income tax expense is as follows: 2020 2019 Net profits (losses) before tax from continuing operations ($ 531,417 ) $ 170,781 Income tax expense (benefit) at statutory tax rate on net income (loss) before tax ( $ 106,283 ) $ 34,156 Tax-exempt incomes and non-deductible expenses for tax purposes ( 17,894 ) 229 Land value increment tax - 19,165 Unrecognized loss carryforwards and temporary differences 124,177 ( 34,385 ) Basic tax difference payable 4,058 - $ 4,058 $ 19,165 |
2019 | |
| $ 170,781 $ 34,156 229 19,165 ( 34,385 ) - $ 19,165 |
In July 2019, the President announced an amendment to the Statute for Industrial Innovation, which specifies that the construction or acquisition of certain assets or technologies with unappropriated earnings from 2018 onward may be deducted from
the calculation of unappropriated earnings. In calculating the surtax on unappropriated earnings, the Company deducts only the amount of capital expenditures that have actually been invested.
(2) Current income tax assets and liabilities
| Current income tax assets Tax refund receivable Current income tax liabilities Income tax payable |
December 31,2020 $ 27 $ 4,039 |
December 31,2019 | December 31,2019 |
|---|---|---|---|
| $ 189 $ - |
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(3) Deductible temporary differences and unused loss carryforwards for deferred tax assets not recognized in parent company only balance sheets
| Loss carryforwards Expires in 2020 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 Deductible temporary difference |
December 31,2020 $ - 50,134 417,748 414,424 463,981 505,875 22,349 780,102 1,148,158 728,150 32,067 $ 4,562,988 $ 2,515,036 |
December 31,2019 | December 31,2019 |
|---|---|---|---|
| $ 319,484 50,134 417,748 414,424 463,981 505,875 22,349 780,102 1,148,158 728,150 - $ 4,850,405 $ 1,985,017 |
- (4) The status of income tax assessment
The Company’s income tax returns have been assessed by the tax authorities up to 2018.
- Earnings per share (EPS)
Unit: NTD per share
| Basic EPS Diluted EPS |
2020 $ 2.17 ) $ 2.17 ) |
2019 | ||
|---|---|---|---|---|
| ( ( |
$ 0.74 $ 0.62 |
The weighted-average number of shares of common stock and net profits (losses) used in the calculation of EPS are as follows
Net income (loss) for the year
| Net income (loss) for the year | |||
|---|---|---|---|
| Net income (loss) attributable to shareholders of the company Impact of potential common stock with dilutive effect: After-tax interest on convertible bonds Effect of potential common shares of subsidiaries Net income (loss) used in the calculation of diluted EPS |
2020 ( $ 535,475 ) - - ($ 535,475 ) |
2019 | |
( |
$ 151,616 11,376 1,103 ) $ 161,889 |
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| Number of shares The weighted-average number of shares of common stock used in the calculation of basic EPS Impact of potential common stock with dilutive effect: Convertible corporate bonds Remuneration for employees The weighted-average number of shares of common stock used in the calculation of diluted EPS |
Unit: Thousands of shares 2020 2019 246,454 205,906 - 54,545 - 576 246,454 261,027 |
Unit: Thousands of shares 2020 2019 246,454 205,906 - 54,545 - 576 246,454 261,027 |
Unit: Thousands of shares 2020 2019 246,454 205,906 - 54,545 - 576 246,454 261,027 |
|
|---|---|---|---|---|
| 205,906 54,545 576 261,027 |
Unit: Thousands of shares
If the Company may choose to have the employee compensation distributed via a stock or cash dividend, the calculation of the diluted EPS assumes that the bonus to employees is with a stock dividend distributed, with the weighted average number of shares outstanding included when the potential common stock has a diluted effect. The dilutive effect of these potential common shares also continues to be considered in the calculation of diluted EPS before the shares are awarded to employees in the following year’s resolution.
The Company’s outstanding convertible bonds were not included in the calculation of diluted EPS in 2020 because they were anti-dilutive.
25. Share-based Payment Agreement
In June 2020, the Board of Directors resolved to increase the capital by cash and reserved 10% of the total new shares 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 June 2020, the Company granted 1,053 and 1,810 units of stock options to employees of the Company and its subsidiaries, respectively, with each unit carrying 1,000 shares of common stock. The stock options have a duration of 0.03 years and the exercise price is $8.50 per share.
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Information on employee stock options of the Company and subsidiaries is as follows:
| Employee stock options In circulation at the beginning of the year Granted in the year Exercised in the year In circulation at the end of the year Exercisable at the end of the year Weighted average fair value of stock options granted during the year (NT$) |
For the yearendDecember31,2020 | For the yearendDecember31,2020 | |
|---|---|---|---|
| Unit - 2,863 2,863 ) - - $ 0.5 |
Weighted average exercise price (NT$) |
||
| ( |
$ - 8.5 8.5 |
The 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:
| Share price on the grant date Exercise price Expected volatility Duration Expected rate of dividend Risk-free interest rate |
June,2020 |
|---|---|
| $ 9 $ 8.5 3.06% 0.03 year - 0.4549% |
For the year end December 31, 2020, the Company recognized remuneration costs of $1,432 thousand (of which $905 thousand was recognized as remuneration costs to employees of subsidiaries, which were booked as investments accounted for using the equity method).
26. Government Subsidies
In addition to those disclosed in other notes, the Company received the following government subsidies:
On May 14, 2020, the Company applied for the Industrial Development Bureau of the Ministry of Economic Affairs (MOEA) 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 $7,695 thousand was approved. As of December 31, 2020, $7,513 thousand of government subsidy income was recognized and $7,513 thousand of grant was received.
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In accordance with the “Notice to MOEA 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 MOEA may revoke or annul the subsidies and recover all or part of the amount paid if the agreed items are not complied with.
27. Non-current Assets or Disposal Groups Held for Sale
On December 20, 2018, the Company decided to dispose of the land of the third plant (No. 26, 27-1, Xinxing Section, Zhongxing Section, Hukou Township, Hsinchu County) and Building (No. 1, Lane 21, Guangfu North Road, Hukou Township, Hsinchu County) and its auxiliary facilities and some movable property equipment, with a book value of $285,264 thousand, and signed a contract on January 15, 2019 to sell to a non-related party, Center Laboratories, Inc., with a sale price of $570,980 thousand, and recognized $285,716 thousand as gain on disposal. The ownership transfer process was completed in February 2019.
28. Partial Acquisition or Disposal of Investment in Subsidiaries – Not Affecting Control
On June 28, 2019, the Company subscribed for the cash capital increase of its subsidiary, Giga Solar Materials Corporation, not in proportion to its shareholding, resulting in a decrease in its shareholding from 54.42% to 52.12%. The Company sold a total of 3,456,000 shares of Giga Solar Materials Corporation from January to December 2020, resulting in a decrease in shareholding from 52.12% to 46.69%. And on December 25, 2020, a subsidiary, Giga Solar Materials Corporation, issued a total of 2,207,952 new shares as a result of the merger with Exojet Technology Corporation, resulting in a decrease in the Company’s shareholding from 46.69% to 45.13%. Since the Company is a domestic listed company and the remaining shareholdings are widely dispersed, it is assessed that the Company still has control over Giga Solar Materials Corporation, considering the absolute number, relative size and distribution of voting rights held by other shareholders.
Since the above transaction did not change the Company’s control over the subsidiary, the Company treated it as an equity transaction. For a description of partial acquisition or disposal of the subsidiary, Giga Solar Materials Corporation, please refer to Note 30 of the Company’s consolidated financial statements for the year ended December 31, 2020.
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29. Information on Cash Flow
(1) Changes in liabilities from financing activities
January 1 to December 31, 2020
| Short-term borrowings Long-term borrowings Deposits received Corporate bonds payable Long-term payables Lease liabilities |
January1,2020 $ 937,961 161,500 1,458 1,199,038 30,524 31,841 $ 2,362,322 |
Cash flow $ 552,853 216,000 1,009 ) 1,200,000 ) 36,360 ) 3,695 ) $ 472,211 ) |
Amortization of non-cash variable discount $ - - - 962 5,836 - $ 6,798 |
December 31,2020 | December 31,2020 | ||
|---|---|---|---|---|---|---|---|
( ( ( ( ( |
$ 1,490,814 377,500 449 - - 28,146 $ 1,896,909 |
January 1 to December 31, 2019
| Short-term borrowings Long-term borrowings Deposits received Corporate bonds payable Long-term payables Lease liabilities |
January1,2019 | January1,2019 | Cash flow | Non-Cash Changes | Non-Cash Changes | Non-Cash Changes | Non-Cash Changes | Non-Cash Changes | December 31, 2019 |
||
|---|---|---|---|---|---|---|---|---|---|---|---|
| New lease | Amortization of discount |
Lease Change | |||||||||
$ 1,115,587-1,923 1,197,012 18,330 33,535 $ 2,366,387 |
( $ 177,626 ) 161,500 ( 465 ) --( 3,212 ) ($ 19,803 ) |
$ -----1,542 $ 1,542 |
$ ---2,026 12,194 -$ 14,220 |
( ( |
$ -----24 ) $ 24 ) |
$ 937,961 161,500 1,458 1,199,038 30,524 31,841 $ 2,362,322 |
30. Capital Risk Management
The 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 Company’s overall strategy.
The 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).
31. Financial Instruments
- (1) Fair value information – financial instruments not measured at fair value
December 31, 2019
| Financial liabilities Financial liabilities at amortized cost - Convertible corporate bonds |
Book value | Book value | . | |||||
|---|---|---|---|---|---|---|---|---|
| Le v el 1 $ 1,236,000 |
Le v el 2 | Le v el 3 $ - |
T o t a l | |||||
| $ 1,199,038 | $ - | $ 1,236,000 |
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-
(2) Fair value information – financial instruments measured at fair value on a recurring basis
-
A. Fair value hierarchy.
December 31, 2020
| December 31, 2020 | |||||
|---|---|---|---|---|---|
| Financial assets measured at FVTOCI Investment in equity instruments December 31, 2019 Financial assets at FVTPL Stocks Financial assets measured at FVTOCI Investment in equity instruments |
L e v e l 1 $ - L e v e l 1 $ 2,473 $ - |
L e v e l 2 $ - L e v e l 2 $ - $ - |
L e v e l 3 $ 44,459 L e v e l 3 $ - $ 10,210 |
T o t a l |
|
| $ 44,459 T o t a l |
|||||
| $ 2,473 $ 10,210 |
- B. Reconciliation of financial instruments measured at fair value in Level 3
| 2020 Balance at the beginning of the year Total income (loss) recognized during the year. Recognized in other comprehensive income (reported in “unrealized gains or losses on investments in equity instruments measured at FVTOCI”) Acquisition Disposal Balance at the end of the year |
Assets | Assets |
|---|---|---|
| Measured at FVTOCI |
||
| Stocks | ||
( |
$ 10,210 30,537 3,816 104 ) $ 44,459 |
2019
Balance at the beginning of the year Total income recognized during the year. Recognized in other comprehensive income (reported in “unrealized gains or losses on investments in equity instruments measured at FVTOCI”)
Assets Measured at FVTOCI Stocks $ 15,684 ( 5,474 )
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Balance at the end of the year $ 10,210
- C. Valuation techniques and input values for Level 3 fair value measurement The following table presents the significant unobservable input values to the 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, 2020
| December 31, | 2020 | ||||
|---|---|---|---|---|---|
| Financial assets Measured at FVTOCI Stocks |
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 | 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 5%, the Company’s income or loss would decrease/ increase by $512 thousand to $2,651 thousand. |
December 31, 2019
| December 31, | 2019 | ||||
|---|---|---|---|---|---|
| Financial assets Measured at FVTOCI Stocks |
Valuation techniques |
Significant Unobservable Input Values Discount for lack of liquidity |
Quantitative Information 10% |
Relationship between input value and fair value |
Sensitivity analysis of the relationship between input value and fair value |
| Market method | The higher the degree of illiquidity, the lower the fair value estimate |
When the percentage of illiquidity increases (decreases) by 5%, the Company’s income or loss would decrease/ increase by $177 thousand to $394 thousand. |
The 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 reevaluation in accordance with the 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 FVTPL Mandatorily measured at FVTPL Financial assets at amortized cost (Note 1) Financial assets measured at FVTOCI Financial liabilities Measured at amortized cost (Note 2) |
December31,2020 $ - 681,471 44,459 1,931,896 |
December31,2019 |
| $ 2,473 502,733 10,210 2,359,686 |
-
Note 1: The balance consisted of financial assets measured at amortized cost, such as cash, notes and accounts receivable and accounts receivable – related party, net, other receivables, other receivables – related party, refundable deposits and other financial assets.
-
Note 2: The balance consisted of financial liabilities measured at amortized cost, including short-term borrowings, notes payable, accounts payable, accounts payable – related party, other payables, bonds payable and long-term borrowings, long-term payables due within one year, long-term borrowings due within one year, corporate bonds due or subject to exercise of right of sale within one year, and deposits received.)
-
(4) Objectives and Policies of Financial Risk Management
-
The Company’s major financial instruments include investments in equity instruments, accounts receivable, accounts payable, corporate bonds payable, borrowings and lease liabilities. The 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 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.
The 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 Company’s board of directors, which are the written principles for exchange rate risk, interest rate risk, credit risk, use of
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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 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 Company on a quarterly basis.
- A. Market risk
The main financial risks to which the 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 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 Company’s exposure to market risk of financial instruments and the way it manages and measures such exposures.
- (A) Exchange rate risk
The Company’s exposure to exchange rate risk relates primarily to operating activities (when revenues or expenses are denominated in currencies different from the Company’s functional currency) and net investments in foreign operations.
A portion of the Company’s foreign currency receivables and payables are denominated in the same currency, in which case, a natural hedge is created. The 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 Company does not hedge it.
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 parent company only financial statements) and the carrying amounts of derivatives with exchange rate risk exposure as of the balance sheet date are described in Note 36.
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Sensitivity analysis
The Company is primarily affected by fluctuations in the USD exchange rate.
The following table details the sensitivity analysis of the 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 profits before tax if the NTD strengthens by 1% against the respective currencies.
| the respective currencies. | ||
|---|---|---|
| Gains | Impact of USD | |
| 2020 $ 897 |
2019 | |
| $ 1,405 |
(B) Interest rate risk
Interest rate risk arises because entities within the Company borrow funds at both fixed and floating rates. The 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.
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 31,2020 $ 1,200 28,146 131,514 1,868,314 |
December 31,2019 |
|---|---|---|
| $ 50,000 1,230,879 303,863 1,099,461 |
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.
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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 $17,368 thousand and $7,956 thousand for 2020 and 2019, respectively.
(C) Other price risk
The fair value of the Company’s listed (emerging) and unlisted equity securities may be affected by the uncertainty of the future value of these underlying securities. The Company’s listed (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 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 Company’s senior management on a regular basis, and the Board of Directors is required to review and approve all investment decisions on equity securities.
Sensitivity analysis
There were no equity securities held in investments that are mandatorily measured at FVTPL in 2020. For the year ended December 31, 2020, the Company’s profit or loss would increase/decrease by $247 thousand, respectively, if the price of equity securities in listed (emerging) companies that are mandatorily measured at FVTPL increased/decreased by 10%. For the fair value hierarchy of other equity instruments in Level 3, please refer to Note 31(2) for sensitivity analysis information.
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B. Credit risk
Credit risk refers to the risk of financial loss due to default on contract obligations by the counterparties. The 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 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 Company’s internal rating standards. The 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, 2020 and 2019, the percentages of receivables from the top ten customers to the Company’s total receivables were 93% and 77%, 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 Company’s policies. Since the 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.
C. Liquidity risk
The Company manages and maintains sufficient positions of cash to support the Group’s operations and mitigate the impact of cash flow fluctuations. The 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, 2020 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 since 2019 in order to continuously improve its operations
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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.
Bank loans are an important source of liquidity for the Company. See (2) below for a description of the Company’s unused financing lines.
(A) 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 Company could be required to make repayment. Therefore, bank loans that the 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 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, 2020
| Accounts payable Borrowing Lease liabilities December 31, |
Less than 1 year |
1 – 3years | 4 – 5years | More than 5 years |
Total | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| $ 619,955 1,590,949 4,149 $ 2,215,053 2019 Less than 1 year |
$ - 252,374 7,627 $ 260,001 1 – 3years |
$ - 50,593 7,227 $ 57,820 4 – 5years |
$ - - 10,840 $ 10,840 More than 5 years |
$ 619,955 1,893,916 29,843 $ 2,543,714 Total |
||||||
Accounts payable Borrowing Corporate bonds Lease liabilities Long-term payables |
||||||||||
| $ 113,582 979,392 1,200,000 4,149 36,360 $ 2,333,483 |
$ - 106,070 - 8,163 - $ 114,233 |
$ - 25,714 - 7,227 - $ 32,941 |
$ - - - 14,454 - $ 14,454 |
$ 113,582 1,111,176 1,200,000 33,993 36,360 $ 2,495,111 |
78
(B) Financing line limit
| Financing line limit | |||
|---|---|---|---|
| Unsecured bank overdraft limit (revisited annually) - Amount used - Amount unused Secured bank overdraft limit - Amount used - Amount unused |
December31,2020 $ 429,730 335,270 $ 765,000 $ 1,490,000 100,000 $ 1,590,000 |
December31,2019 | |
| $ 599,461 307,039 $ 906,500 $ 500,000 200,000 $ 700,000 |
32. Related Party Transactions
In addition to those disclosed in other notes, the transactions between the Company and other related parties are as follows:
(1) Name and relationship of related party
Name of related party Taiwan Solar Module Manufacturing Corporation Whole Max Green Power Co., Ltd. Ya Fei Solar Energy Co., Ltd. Hunjin Enterprise Inc. Giga Whole Energy Co., Ltd. Whole Wing Energy Co., Ltd. Whole Fund Energy Co., Ltd. Yuandeng Solar Energy Co., Ltd. Landian Solar Energy Co., Ltd. Lanjing Volt Co., Ltd. Huiqun Energy Co., Ltd. Giga Solar Materials Corporation Ho Mi Specialty Materials Corporation Wafering Technology Corporation Green Energy Electrode, Inc. Giga Diamond Materials Corporation Whole Sun Green Power Co., Ltd. Yancheng Giga Diamond Materials Corporation Global Acetech Co., Ltd. Hua Hsu Optotech Co., Ltd. Lianshuo Energy Co., Ltd. Ligao Optoelectronics Co., Ltd. Li Chao Optoelectronics Co., Ltd.
Relationship with the Company
Affiliated enterprise (Note 1) Affiliated enterprise Affiliated enterprise (Note 2) Affiliated enterprise (Note 2) Affiliated enterprise (Note 2) Affiliated enterprise (Note 2) Affiliated enterprise (Note 2) Affiliated enterprise A (Note 3) Affiliated enterprise (Note 5) Affiliated enterprise (Note 5) Affiliated enterprise (Note 5) Subsidiaries Subsidiaries
Subsidiaries Subsidiaries Subsidiaries Subsidiaries Subsidiaries
Subsidiaries Subsidiaries Affiliated enterprise Affiliated enterprise Affiliated enterprise (Note 6)
79
| Name of relatedparty Suefu Co., Ltd. Giga Solar Green Power Co., Ltd. Giga Solar No. 1 Co., Ltd. Giga Solar No. 2 Co., Ltd. |
Relationshipwith the Company |
|---|---|
| Affiliated enterprise (Note 6) Joint venture Joint venture (Note 4) Joint venture (Note 4) |
-
Note 1: Taiwan Solar Module Manufacturing Corporation sold all of its shares to Motech Industries Inc. in August 2019 and the related party condition was not met after evaluation; therefore, only the outstanding amount as of December 31, 2019 and the operating transactions during January 2019 to August 2019 are shown.
-
Note 2: In March 2019, Whole Sun Green Power Co., Ltd. sold all of its shares in the subsidiaries, Ya Fei Solar Energy Co., Ltd., Hunjin Enterprise Inc., Giga Whole Energy Co., Ltd., Whole Wing Energy Co., Ltd., and Whole Fund Energy Co., Ltd. to Whole Max Green Power Co., Ltd.. and it was classified as affiliates after evaluation. Therefore, the business transactions and ending balances after March 2019 were classified as affiliate transactions.
-
Note 3: Whole Sun Green Power Co., Ltd. sold all of its shares in Yuandeng Solar Energy Co., Ltd. to Whole Max Green Power Co., Ltd. in January 2019, and it was classified as an affiliate after evaluation. Therefore, the business transactions and ending balances after January 2019 were classified as affiliate transactions.
-
Note 4: Giga Solar Green Power Co., Ltd. owned 100% of Giga Solar No. 1 Co., Ltd. and Giga Solar No. 2 Co., Ltd., and was classified as a joint venture after evaluation.
-
Note 5: Whole Max Green Power Co., Ltd. owned 100% of Landian Solar Energy Co., Ltd., Lanjing Volt Co., Ltd. and Huiqun Energy Co., Ltd., and was classified as an affiliate after evaluation.
-
Note 6: Ligao Optoelectronics Co., Ltd. owned 100% of Li Chao Optoelectronics Co., Ltd. and Suefu Co., Ltd. and was classified as an affiliate after evaluation.
(2) Operating revenues
| Account item Sales revenues |
Type/name of related party Subsidiaries Affiliated enterprise |
2020 $ 10,925 14,508 $ 25,433 |
2019 | ||
|---|---|---|---|---|---|
| $ 22,505 20,224 $ 42,729 |
80
| Account item Revenues from construction projects |
Type/name of relatedparty Joint venture Giga Solar Green Power Co., Ltd. Affiliated enterprise Li Chao Optoelectronics Co., Ltd. Others |
2020 $ 82,681 51,202 48,459 $ 182,342 |
2019 | ||
|---|---|---|---|---|---|
| $ 51,430 - - $ 94,159 |
The above sale prices are agreed upon by both parties and there is no fixed percentage of price increase.
(3) Purchases
| Purchases | ||||
|---|---|---|---|---|
| Type/name of related party Subsidiaries |
2020 $ 16,077 |
2019 | ||
| $ 18,742 |
The above purchase prices are agreed upon by both parties and there is no fixed percentage of price increase.
(4) Contract assets
| Contract assets | ||||
|---|---|---|---|---|
| Type/name of related party Joint venture Affiliated enterprise Li Chao Optoelectronics Co., Ltd. Ligao Optoelectronics Co., Ltd. |
2020 $ 7,619 $ 31,815 34,245 $ 73,679 |
2019 | ||
| $ 97,624 $ 27,701 24,272 $ 51,973 |
(5) Receivables from related parties
| Receivables from | related parties | |||
|---|---|---|---|---|
| Account item Accounts receivables Other receivables |
Type/name of relatedparty Subsidiaries Affiliated enterprise Subsidiaries |
December 31, 2020 $ 611 9,016 $ 9,627 |
December 31, 2019 |
|
| $ 473 1,982 $ 2,455 |
81
| Account item | Type/name of related party Global Acetech Co., Ltd. Others Affiliated enterprise Joint venture |
December 31, 2020 $ - 6,734 1,286 40 $ 8,060 |
December 31, 2019 |
December 31, 2019 |
|---|---|---|---|---|
| $ 25,467 7,348 1 - $ 32,816 |
(6) Payables to related parties
| Account item Accounts payable Other payables |
Type/name of relatedparty Subsidiaries Subsidiaries |
December 31, 2020 $ 1,111 $ 959 |
December 31, 2019 |
December 31, 2019 |
|---|---|---|---|---|
| $ 7,513 $ 852 |
| (7) | Contract liabilities Type/name of related party Affiliated enterprise Lanjing Volt Co., Ltd. Landian Solar Energy Co., Ltd. |
2020 $ 1,569 1,011 $ 2,580 |
2019 | ||
|---|---|---|---|---|---|
| $ - - $ - |
(8) Acquisition of marketable securities
| Acquisition of marketable securities | ||||
|---|---|---|---|---|
| Type/name of related party Subsidiaries Whole Sun Green Power Co., Ltd. |
Acquisitionprice | |||
| 2020 $366,622 |
2019 | |||
| $ - |
(9) Property, plant and equipment acquired
| Type/name of related party Subsidiaries Giga Solar Materials Corporation |
Acquisitionprice | Acquisitionprice | Acquisitionprice | |
|---|---|---|---|---|
| 2020 $ 142 |
2019 | |||
| $ - |
(10) Disposal of property, plant and equipment
| Subsidiaries | Sale Price 2020 2019 $ - $ 2,541 |
Sale Price 2020 2019 $ - $ 2,541 |
Gain on disposal | Gain on disposal | Gain on disposal | ||
|---|---|---|---|---|---|---|---|
| 2020 | 2020 $ - |
2019 | |||||
| $ - | $ 2,541 |
82
(11) Lease agreement
| Lease agreement | |||||||
|---|---|---|---|---|---|---|---|
| Type/name of related party 2020 Acquisition of right-of-use assets Subsidiaries $ - Account item Type/name of related party 2020 Lease liabilities Subsidiaries Giga Solar Materials Corporation $ 27,224 Interest expense Subsidiaries Giga Solar Materials Corporation $ 434 Type/name of related party 2020 Rental income Subsidiaries Giga Solar Materials Corporation $ 17,123 Ho Mi Specialty Materials Corporation 1,875 Others 896 Affiliated enterprise 134 Joint venture 79 $ 20,107 |
2020 | - 2020 |
2019 | ||||
| $ | $ 33,535 2019 |
||||||
| $ 30,404 $ 482 2019 |
|||||||
| $ 17,198 1,109 952 77 19 $ 19,355 |
(12) Endorsement and guarantee
The Company provided financing endorsement and guarantee to Global Acetech Co. Ltd. As of December 31, 2018, the Board of Directors approved the endorsement and guarantee amount of US$2,000 thousand and the actual drawdown was US$1,875 thousand. The endorsement and guarantee was cleared off on April 17, 2019.
(13) Others
Other transactions between the Company and its subsidiaries are summarized as follows:
| follows: | ||
|---|---|---|
| Item Advance receipts Payments for others Consumable supplies Miscellaneous purchases Other income Repair and maintenance expenses |
2020 $ 93 15,952 - 173 14,737 5 |
2019 |
| $ 93 19,786 6 43 13,362 - |
83
Other transactions between the Company and affiliates are summarized as follows:
| Item Advance receipts Payments for others Other income |
2020 $ 31 36 1,003 |
2019 |
|---|---|---|
| $ 22 2 2 |
Other transactions between the Company and joint ventures are summarized as follows:
| follows: | ||
|---|---|---|
| Item Advance receipts Payments for others Other income |
2020 $ 38 1 419 |
2019 |
| $ 38 - - |
(14) Salary for key management
| Salary for key management | ||||
|---|---|---|---|---|
| Short-term employee benefits Post-employment benefits |
2020 $ 17,981 577 $ 18,558 |
2019 | ||
| $ 22,618 623 $ 23,241 |
The remuneration for directors and other key management is determined by the Remuneration Committee based on individual performance and market trends.
33. 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 |
December 31, 2020 $ 450,126 $ 432,654 16,203 |
December 31, 2019 $ 457,191 $ - 127,278 |
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 deposits, performance guarantee deposits, Water Resources Department deposits and bank loans, |
84
| Item Shares of subsidiaries (Giga Solar Materials Corporation) |
December 31, 2020 1,354,988 $ 2,253,971 |
December 31, 2019 3,556,963 $ 4,141,432 |
Content of secured debts | ||
|---|---|---|---|---|---|
| etc. Bank loans, lodgment of collateral with the lodgment office of the Hsinchu District Court for the Philips lawsuit (withdrawn the shares lodged in November 2020), performance guarantee for the lawsuit and credit collateral for the issuance of secured conversion of corporate bonds (the corporate bonds were repaid in July 2020). |
34. Significant Contingent Liabilities and Unrecognized Contract Commitments
-
(1) As of December 31, 2020, the unused balance of the letters of credit opened by the Company amounted to approximately NT$8,916 thousand.
-
(2) The Company has entered into the following product licensing agreements with the following companies:
| Companyname Industrial Technology Research Institute |
Payment of royalties for products Coating-related products |
Contract Year December, 2005 |
Valid period 20 years |
Calculation of royalties |
|---|---|---|---|---|
| Calculated based on product sales, payable annually |
- (3) Koninklijke Philips 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
85
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 trial against the judgment of the first trial. The second instance trial 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.
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 for 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 NTD 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 and Savings 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 and Savings Bank and on January 18, 2021,
86
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 and Savings Bank and lodged $160,000 thousand in a demand deposit reserve account in January 2021. Afterwards, both parties filed a third-instance appeal in accordance with the law on the unsuccessful portions.
35. Significant Subsequent Events
On February 19, 2021, the Company’s board of directors resolved to purchase several pieces of land with other investors for the development of the Green Energy Industrial Park for the Company’s medium- and long-term business planning needs. As of March 26, 2021, the Company has paid the first installment of NT$50,000 thousand for the land, but the transfer of ownership has not been completed.
36. Information on foreign currency assets and liabilities with significant effect
The following information is expressed in aggregate in foreign currencies other than the Company’s functional currency, 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, 2020 Financial assets Monetary items USD RMB EUR JPY Financial liabilities Monetary items USD RMB December 31, 2019 Financial assets Monetary items USD RMB JPY EUR |
Foreign currency $ 3,782 32 7 408 632 17 5,897 32 408 7 |
Exchange rate 28.48 4.377 35.02 0.276 28.48 4.377 29.98 4.305 0.276 33.59 |
Book value | |
|---|---|---|---|---|
| $ 107,719 142 232 113 18,009 76 176,782 140 113 223 |
87
| Financial liabilities Monetary items USD |
Foreign currency 1,209 |
Exchange rate 29.98 |
Book value | |
|---|---|---|---|---|
| 36,240 |
The Company’s net foreign currency exchange gains (losses) (realized and unrealized) amounted to $(6,998) thousand and $(3,791) thousand for 2020 and 2019, respectively. Due to the variety of foreign currency transactions, it is not possible to disclose the exchange gains and losses by each currency of significant impact.
37. Additional Disclosure
-
(1) Information on major transactions and (2) invested enterprise
-
A. Lending funds to others (Exhibit 1)
-
B. Endorsement and guarantee for others (Exhibit 2)
-
C. Marketable securities held at the end of the period (excluding investment in subsidiaries, affiliated enterprises and joint ventures) (Exhibit 3)
-
D. Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the paid-in capital. (Exhibit 4)
-
E. Acquisition of real estate exceeding $300 million or 20% of the paid-in capital. (None)
-
F. Disposal of real estate exceeding $300 million or 20% of the paid-in capital. (None)
-
G. Purchases or sales of goods from or to related parties exceeding $100 million or 20% of the paid-in capital (Exhibit 5)
-
H. Receivables from related parties exceeding $100 million or 20% of the paid-in capital. (Exhibit 6)
-
I. Engagement in derivative transactions. (None)
-
J. Information on Investees (Exhibit 7)
-
(3) Information on investment in Mainland China
-
A. 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 8)
88
-
B. 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 32)
-
(A) The amount and percentage of purchases and the related ending balance and percentage of payables.
-
(B) The amount and percentage of sales and the related ending balance and percentage of receivables.
-
(C) The amount of property transactions and the amount of resulting gains or losses.
-
(D) The ending balance of endorsement guarantee of bills or the provision of collateral and its purpose.
-
(E) The maximum balance, ending balance, interest rate range and total current interest amount of financial accommodation
-
(F) 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)
89
Units: Unless otherwise specified , NTD thousands
Exhibit 1
Gigastorage Corporation
Lending Funds to Others For the Year End December 31, 2020
| Number | Company that lends funds . |
The borrower of funds | Financial statement account |
Related party or not |
Highest in the period Balance |
Balance at the end of the period |
Actual amounts drawn Amount |
Interest range |
Nature of funds lending |
Business dealings Amount |
Reasons for the necessity of short-term financing . |
The amount of allowance for doubtful debts . |
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 Wafering Technology Corporation Giga Solar Materials Corporation Whole Sun Green Power Co., Ltd. Green Energy Electrode, Inc. Wisdom Field Limited Merchant Energy PTE., Ltd. EIWA Electric Power Co., Inc.. Giga Diamond Materials Corporation |
Global Acetech Co., Ltd. Ligao Optoelectronics Co., Ltd. Yancheng Giga Solar Materials Corporation Whole Sun Green Power Co., Ltd. Sunshine Solar Power Generation Co., Inc. Yancheng Green Energy ElectrodeCorp. Sunshine Solar Power Generation Co., Inc. Sunshine Solar Power Generation Co., Inc. Giga Solar Materials Corporation Yancheng Giga Diamond Materials Corporation Yancheng Giga Diamond Materials Corporation Hua Hsu Optotech Co., Ltd. |
Other receivables (Note 1) Other receivables Other receivables (Note 1) Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables Other receivables (Note 1) Other receivables |
Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes |
$ 24,192 ( USD 849 ) 3,200 868,282 ( USD 30,487 ) 199,360 ( USD 7,000 ) 762,603 ( USD 26,777 ) 17,088 ( USD 600 ) 398,720 ( USD 14,000 ) 267,712 ( USD 9,400 ) 552,600 ( JPY2,000,000) 243,504 ( USD 8,550 ) 104,806 ( USD 3,680 ) 60,000 |
$ - ---258,507 ( USD 9,077 ) 17,088 ( USD 600 ) 199,360 ( USD 7,000 ) 133,856 ( USD 4,700 ) 276,300 ( JPY1,000,000) 183,696 ( USD 6,450 ) -30,000 |
$ ----258,507 ( USD 9,077 ) 17,088 ( USD 600 ) 199,360 ( USD 7,000 ) 133,856 ( USD 4,700 ) 276,300 ( JPY1,000,000) 183,696 ( USD 6,450 ) -30,000 |
-2% -2% 2%–3% 1% 2%–3% 2%–3% 1.6% 1%–3% -3% |
Short-term financial accommodation 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 |
$ --3,752,524 --------- |
To meet the operational needs of subsidiary To meet the operational needs of joint ventures. -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 ofsubsidiary. |
$ ------------ |
No No No No No No No No No No No No |
$ ------------ |
$ 253,510 (Note 2) 21,607 (Note 8) 2,118,706 (Note 2) 529,677 (Note 2) 607,418 (Note 3) 19,833 (Note 7) 209,772 (Note 3) 136,758 (Note 3) 613,069 (Note 5) 237,308 (Note 4) 237,308 (Note 4) 237,308 (Note 4) |
$ 1,014,042 (Note 2) 84,429 (Note 8) 2,118,706 (Note 2) 2,118,706 (Note 2) 911,128 (Note 3) 39,667 (Note 7) 314,657 (Note 3) 205,137 (Note 3) 613,069 (Note 5) 237,308 (Note 4) 237,308 (Note 4) 237,308 (Note 4) |
----------- |
Note 1: The accounts receivable – related parties were classified as other receivables because the receivables exceeded the normal credit period by certain length.
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 to parent company shall be limited to no more than 2,000% 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: Foreign currencies are translated into NTD at the exchange rates prevailing at the date of the financial statements (the closing rates are RMB1 = NTD4.3770, USD1 = NTD28.48 and JPY1 = NTD0.2763).
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 total amount of funds lending shall not exceed 40% of the most recent net worth of the Company, and the amount of individual funds lending to companies with short-term financing accommodation needs shall not exceed 10% of the most recent net worth of the Company.
90
Gigastorage Corporation
Endorsement and Guarantee for Others For the Year End December 31, 2020
Exhibit 2
Units: NTD thousands, unless otherwise stated
| Number | Name of the company providing endorsement and guarantee |
Party endorsedand guaranteed | Party endorsedand guaranteed | 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 2 |
Giga Solar Materials Corporation Giga Diamond Materials Corporation |
Whole Sun Green Power Co., Ltd. EIWA Electric Power Co., Inc Yancheng Giga Diamond Materials Corporation |
2 2 2 |
$ 5,296,765 (Note 1) 5,296,765 (Note 1) 593,268 (Note 2) |
$ 71,838 66,312 318,471 |
$ - - 210,096 |
$ - - - |
$ - - - |
- - 35.41 |
$ 5,296,765 5,296,765 593,268 |
Y Y Y |
--- |
--Y |
--- |
Note 1: According to Giga Solar Materials Corporation’s “Operating Procedures for Endorsement 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 the Company. The total amount of endorsement and guarantee by the Company 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 Company’s net worth.
Note 2: According to Giga Diamond Materials Corporation’s “Operating Procedures for Endorsement 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 endorsement 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 3: Foreign currencies are translated into NTD at the exchange rates prevailing at the date of the financial statements (the closing rates are RMB1 = NTD4.3770, USD1 = NTD28.48 and JPY1 = NTD0.2763).
91
Gigastorage Corporation
Marketable Securities Held at the End of the Period
December 31, 2020
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 |
Financial statement account | End of theperiod | End of theperiod | Remarks | |||
|---|---|---|---|---|---|---|---|---|---|---|
| Unit (Thousands) | Book value | Shareholding (%) |
. | |||||||
| Gigastorage Corporation Wafering Technology Corporation Giga Solar Materials Corporation Giga Diamond Materials Corporation |
Stocks Stocks Stocks Stocks Stocks Funds Stocks Stocks Funds Funds |
Prorit Corporation New Land Packing Corporation SyneuRx International (Taiwan) Corp. Big Sun Energy Technology Inc.. SyneuRx International (Taiwan) Corp. TIEF Fund, L.P. Long Time Technology Co., Ltd. Big Sun Energy Technology Inc. Taiwan Cooperative Bank Money Market Fund Franklin Chinese-American Money Market Fund |
---The Company is its corporate director -- - - - - |
Financial assets measured at FVTOCI– non-current Financial assets measured at FVTOCI– non-current Financial assets at FVTPL– non-current Financial assets measured at FVTOCI– non-current Financial assets at FVTPL– non-current Financial assets at FVTPL– non-current Financial assets measured at FVTOCI– non-current Financial assets measured at FVTOCI– non-current Financial assets at FVTPL– current Financial assets at FVTPL– current |
3,942 2,156 180 4,000 1,290 - 9,682 1,125 4,847 680 |
$ 7,451 37,008 7,982 - 57,203 29,111 298,026 - 49,617 7,089 |
1.26 14.37 0.16 - 1.17 7.45 8.05 0.56 - - |
$ 7,451 37,008 7,982 - 57,203 29,111 298,026 - 49,617 7,089 |
---------- |
Note 1: The marketable securities listed above were not pledged for borrowing or otherwise restricted by contract as of December 31, 2020.
Note 2: For information on investment in subsidiaries and affiliated companies, please refer to Exhibits 7 and 8.
92
Gigastorage Corporation
Acquisition or Sale of the Same Security with the Accumulated Cost Exceeding $300 Million or 20% of the Paid-in Capital. For the Year End December 31, 2020
Exhibit 4
Units: NTD thousands, unless otherwise stated
| Buying and selling companies |
Type and name of marketable security |
Financial statement account |
Trading counterparty |
Relationship | January1,2020 | January1,2020 | Buy | Buy | Sell | Sell | December 31,2020 | December 31,2020 | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares (in thousands) |
Amount | Number of shares (in thousands) |
Amount | Number of shares (in thousands) |
Selling price | Carrying amount (Note 3) |
Gain on disposal |
Number of shares (in thousands) |
Amount | |||||
| The Company. Wafering Technology Corporation Whole Sun Green Power Co.,Ltd. |
Whole Max Green Power Co., Ltd. Whole Max Green Power Co., Ltd. Whole Max Green Power Co., Ltd. |
Investment accounted for using the equity method Financial assets at FVTOCI Investment accounted for using the equitymethod |
(Note 1) (Note 1) (Note 2) |
Affiliated enterprise Affiliated enterprise Affiliated enterprise |
42,510 | 441,042 | $ 33,790 8,720 - |
$ 366,622 94,612 - |
42,510 | $ 461,233 | $ 445,701 | $ 14,092 | $ 33,790 8,720 - |
$ 366,622 94,612 - |
Note 1, Subsidiary, Whole Sun Green Power Co., Ltd.
Note 2: Parent company Gigastorage Corporation and brother company Wafering Technology Corporation.
Note 3: The amount includes the share of profits or losses of affiliates accounted for using the equity method
93
Gigastorage Corporation
Purchases or Sales of Goods from or To Related Parties Exceeding $100 Million or 20% of Paid-in Capital
For the Year End December 31, 2020
Exhibit 5
Units: NTD thousands, unless otherwise stated
| Purchase (sales) company |
Name of trading counterparty |
Relationship | Transaction details | Transaction details | Transactions with terms different from others |
Transactions with terms different from others |
Notes and accounts receivable (payable) |
Notes and accounts receivable (payable) |
Remark |
||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase /sales |
Amount | Percentage of total purchase /sales |
Credit period | Unit price | Credit period | Balance | Percentage of total notes and accounts receivable /payable |
||||
| Giga Solar Materials Corporation |
Yancheng Giga Solar Materials Corporation |
Affiliates of the Company |
Sales | $ 3,753,431 | 56.33% | EOM 90 – 120 days |
$ - | - |
$ 2,368,436 | 74.90% | - |
94
Gigastorage Corporation
Receivables from Related Parties Exceeding $100 Million or 20% of Paid-in Capital
December 31, 2020
Exhibit 6
Units: NTD thousands, unless otherwise stated
| Company Name | Name of trading counterparty | Relationship | Ending balance of receivables from related parties . |
Turnover rate | Pastdue | Pastdue | Amount collected during the subsequent period |
Allowance for doubtful accounts |
|---|---|---|---|---|---|---|---|---|
| Amount | Action taken | |||||||
| 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 Diamond Materials Corporation Sunshine Solar Power Generation Co., Inc. Sunshine Solar Power Generation Co., Inc. Sunshine Solar Power Generation Co., Inc. |
Affiliates of the Company Affiliates of the Company Affiliates of the Company Affiliates of the Company Affiliates of the Company |
$ 2,406,121 320,229 262,408 202,565 143,583 |
1.00 time-- - - |
$ 37,684 136,533 - - - |
Ongoing Collections Ongoing Collections --- |
$ 678,435 289 - - - |
$ - - - - - |
95
Units: NTD thousands, unless otherwise stated
Gigastorage Corporation Information on Investees For the Year End December 31, 2020
Exhibit 7
| Investor name | Investee name | Location | Principal Business | Initial investment amount | Initial investment amount | December 31,2020 | December 31,2020 | December 31,2020 | Net income (loss) of the investee for the period |
Share of Investment income (loss) recognized in the period |
Remarks |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 |
December 31, 2019 |
Number of shares (in thousands) |
Percentage |
Carrying Amount | |||||||
| Gigastorage Corporation . Wafering Technology Corporation |
Global Acetech Co., Ltd. New Elite Investments Limited Lianshuo Energy 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 Coroporation Giga Solar Materials Corporation Giga Diamond Materials Corporation Tron-e Technology Co., Ltd. |
Thailand Samoa Kaohsiung City Hukou Township, Hsinchu County Hukou Township, Hsinchu County Hukou Township, Hsinchu County Hukou Township, Hsinchu County Hukou Township, Hsinchu County Taipei City Hukou Township, Hsinchu County Hukou Township, Hsinchu County Taoyuan City |
Solar Energy Related Business General investment 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 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 |
$ 1,123,004 - 11,640 164,087 93,500 75,000 180,001 366,622 42,000 143,593 1,043 31,970 |
$ 1,123,004 6,620 5,880 183,160 93,500 7,500 180,001 - 25,731 146,112 1,043 - |
118,300 - 1,164 29,733 9,350 7,500 26,996 33,790 4,200 684 35 433 |
99.99% - 30% 45.13% 92.57% 50% 100% 31% 30% 1.04% 0.04% 0.96% |
$ 40,923 - 11,636 2,405,116 83,810 65,461 198,484 352,159 41,784 55,624 220 31,271 |
( $ 6,407 ) ( 18 ) 445 200,239 1,515 5,420 9,275 46,930 ( 178 ) 200,239 ( 173,354 ) ( 23,112 ) |
( $ 6,406 ) ( 18 ) 201 86,224 1,500 2,710 ( 189 ) ( 5,588 ) ( 54 ) (Note 3) (Note 3) (Note 3) |
(Note 9) (Note 6) (Note 6) (Note 6) (Note 6) (Note 6) (Note 10) |
96
| Investor name | Investee name | Location | Principal Business | Initial investment amount | Initial investment amount | December 31,2020 | December 31,2020 | December 31,2020 | Net income (loss) of the investee for the period |
Share of Investment income (loss) recognized in the period |
Remarks |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 |
December 31, 2019 |
Number of shares (in thousands) |
Percentage |
Carrying Amount | |||||||
| Giga Solar Materials Corporation . Green Energy Electrode, Inc. Whole Sun Green Power Co., Ltd. |
Ligao Optoelectronics Co., Ltd. Whole Max Green Power Co., Ltd. Lianshuo Energy Co., Ltd. Whole Sun Green Power Co., Ltd. Giga Solar Materials Corporation (Mauritius) Tron-e Technology Co., Ltd. Giga Diamond Materials Corporation Green Energy Electrode, Inc. Prosperous China Inc. (Western SAMOA) Green Energy Electrode, Inc. Whole Max Green Power Co., Ltd. EIWA Electric Power Co., Inc Godo Kaisha Best Solar Godo Kaisha Chiba 1 |
Hukou Township, Hsinchu County Hukou Township, Hsinchu County Kaohsiung City Hukou Township, Hsinchu County Mauritius Taoyuan City Hukou Township, Hsinchu County Hukou Township, Hsinchu County Samoa Samoa Hukou Township, Hsinchu County Fukushima Prefecture, Japan Chiba Prefecture, Japan Hiroshima Prefecture, Japan |
systems/energy storage systems Solar Energy Related Business Solar Energy Related Business Solar Energy Related Business Solar Energy Related Business General investment Electric buses, diesel buses/battery systems/energy storage systems Manufacturing of metal wire products, manufacturing of electronic components, trading and other related businesses Manufacturing and trading of energy materials General investment General investment Solar Energy Related Business Solar Energy Related Business Solar Energy Related Business Solar Energy Related Business |
31,800 94,612 7,372 2,723,842 565,410 399,723 477,938 116,754 18,904 $ 77,966 - 15,070 44,939 42,428 |
20,800 - - 2,723,842 565,410 - 477,938 116,754 - $ 77,966 425,100 15,070 44,939 37,721 |
3,180 8,720 737 119,827 17,900 5,416 34,405 9,963 500 2,500 - - - |
50% 8% 19% 100% 100% 12.86% 36.67% 50.39% 100% 100% - 100% - (Note 1) - (Note 1) |
21,837 87,718 7,372 1,518,546 993,979 390,986 223,682 50,330 18,904 $ 57,373 - 79,931 53,128 34,565 |
( 9,282 ) 46,930 445 74,478 29,492 ( 23,112 ) ( 173,354 ) ( 31,172 ) ( 192 ) ( $ 14,640 ) 46,930 14,739 7,913 ( 1,119 ) |
(Note 3) (Note 3) (Note 3) (Note 3) (Note 3) (Note 3) (Note 3) (Note 3) (Note 3) (Note 3) (Note 3) (Note 3) (Note 3) (Note 3) |
(Note 10) (Note 8) ----- |
97
| Investor name | Investee name | Location | Principal Business | Initial investment amount | Initial investment amount | December 31,2020 | December 31,2020 | December 31,2020 | Net income (loss) of the investee for the period |
Share of Investment income (loss) recognized in the period |
Remarks |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 |
December 31, 2019 |
Number of shares (in thousands) |
Percentage |
Carrying Amount | |||||||
| Wisdom Field Limited (Samoa) Merchant Energy PTE., Ltd. Giga Diamond Materials Corporation |
Godo Kaisha Merchant Energy NO.8 Wisdom Field Limited (Samoa) Preparatory office of Whole Sun No.2 Co., Ltd. Merchant Energy PTE., Ltd. Sunshine Solar Power Generation Co., Inc. Giga Diamond Materials Corporation (Seychelles) Hua Hsu Optotech Co., Ltd. |
Fukushima Prefecture, Japan Samoa Hukou Township, Hsinchu County Singapore Philippines Seychelles Xitun District, Taichung City |
Solar Energy Related Business General investment 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. |
69,325 1,173,221 - 930,951 814,827 594,542 152,712 |
69,325 1,173,221 2,500 930,951 814,827 594,542 152,712 |
- 37,110 - 29,800 - 19,200 4,200 |
- (Note 1) 100% - 87.65% 39.93% 100% 51.85% |
144,093 524,429 - 299,671 166,002 ( 8,305 ) 116,738 |
37,429 1,719 - 10,497 9,697 ( 112,972 ) ( 9,636 ) |
(Note 3) (Note 3) - (Note 3) (Note 3) (Note 3) (Note 3) |
--(Note 2) ---- |
Note 1: 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 Consolidated Company was given the economic benefit interests by the contract, and the right to be consulted in advance for major decisions.
Note 2: The share payment of the preparatory office of Whole Sun No.2 Co., Ltd. was fully returned in February 2020.
Note 3: Gains or losses on investments in these companies are included in the investment gain or loss of the subsidiaries.
Note 4: 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. Note 5: Please refer to Exhibit 8 for information on investees in Mainland China.
-
Note 6: 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.
-
Note 7: Whole Sun Green Power Co., Ltd. sold its entire equity interest in Whole Max Green Power Co., Ltd. to its parent company, Gigastorage Corporation, and its brother company, Wafering Technology Corporation, in November and December 2020, respectively.
-
Note 8: On December 25, 2020, Giga Solar Materials Corporation merged with Exojet Technology Corporation, and after the merger, Giga Solar Materials Corporation was the surviving company and Exojet Technology Corporation was the dissolved company. At the same time, taking up the invested enterprises of Exojet Technology Corporation including Haimen Exojet Technology Co., Ltd., PROSPEROUS CHINA INC (Western SAMOA) and its subsidiary, Shanghai Exojet Electronic Materials Co., Ltd.
Note 9: New Elite Investments Limited, a subsidiary of the Company, was approved for its application for cancellation of registration in September 2020, and returned the stock proceed in October 2020.
- Note 10: The increase in the current year was due to the reclassification of the Company’s investment in Tron-e Technology Co., Ltd. from financial assets at FVTPL to investment under the equity method since the Company acquired a significant influence on Tron-e Technology Co., Ltd. in January 2020
98
Gigastorage Corporation
Information on Investment in Mainland China
For the Year End December 31, 2020
Exhibit 8
Units: NTD thousands, unless otherwise stated
| Investee Company in Mainland China |
Principal Business | Paid-in capital | Investment method | Accumulated investment amount remitted from Taiwan at the beginning of the period |
Investment Flows | Investment Flows | Accumulated investment amount remitted from Taiwan at the end of the period |
Net income or loss of the investee for the period |
Shareholding percentage of the Company’s direct or indirect investment |
Investor’s share of net income or loss recognized in the period (Note 2) |
Carrying amount of investment at the end of the period |
Accumulated investment income remitted back as of the end of the period |
Remarks |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | ||||||||||||
| Suzhou Giga Solar Materials Corporation Yancheng Giga Solar Materials Corporation Yancheng Giga Diamond Materials Corporation Yancheng Green Energy Electrode Corp.. Chuangshuo (Yancheng) Energy Co., Ltd. Haimen Exojet Technology Co., Ltd. Shanghai Exojet Electronic Materials 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 ) 77,966 ( USD 2,500 ) 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) Invest in Mainland China directly. 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 ) |
$ - - - - - - - |
$ - - - - - - - |
$ 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 ) |
( $ 5,957 39,033 ( 112,972 ( 14,640 ( 7,314 ( 12,730 ( 226 |
100% 100% 100% 100% 49% 100% 100% |
( $ 5,957 ) 39,033 ( 112,972 ) ( 14,640 ) ( 3,584 ) - - |
$ 86,073 896,213 ( 3,241 ) 57,367 38,455 93,210 658 |
$ - - - - - - - |
-----(Note 7) (Note 7) |
(Continue on next page)
99
(Continue from previous page)
| Company name | Accumulated amount of investment remitted from Taiwan to Mainland China at the end of theperiod |
Investment amount approved by the Investment Commission of MOEA |
Ceiling on investments in Mainland China imposed by the Investment Commission of MOEA |
|---|---|---|---|
| Giga Solar Materials Corporation | $940,232 (USD23,250+CNY45,437) |
$937,982 (USD29,849) |
$ 3,178,059 |
| Giga Diamond Materials Corporation | 594,542 (USD19,200) |
594,542 (USD19,200) |
355,961 |
| Green Energy Electrode, Inc. | 77,966 (USD2,500) |
80,529 (USD2,590) |
59,500 |
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.)
-
Other types.
Note 2: The investment gain or loss recognized in the current period is based on the investees’ financial statements audited by CPAs.
Note 3: The translation is based on the exchange rate at the time of remittance.
Note 4: The remitted investment amount was translated at the prevailing exchange rate, and the unremitted investment amount was translated at the period end rate of 1:28.48.
Note 5: CNY 35,000 thousand represented the direct investment of cash dividends from the earnings of Suzhou Giga Solar Materials Corporation in Yancheng Giga Solar Materials Corporation. The process of application to the Investment Commission of MOEA had been completed. The difference between the paid-in capital and the amount approved by the Investment Commission of MOEA is due to the difference between the exchange rate of USD and RMB on the date of application and the date of remittance.
-
Note 6: CNY 10,437 thousand represented the direct investment of cash dividends from the earnings of Suzhou Giga Solar Materials Corporation in Chuangshuo (Yancheng) Energy Co., Ltd. The process of application to the Investment Commission of MOEA had been completed. The difference between the paid-in capital and the amount approved by the Investment Commission of MOEA is due to the difference between the exchange rate of USD and RMB on the date of application and the date of remittance.
-
Note 7: On December 25, 2020, Giga Solar Materials Corporation was merged with Exojet Technology Corporation, and after the merger, Giga Solar Materials Corporation was the surviving company and Exojet Technology Corporation was the dissolved company. At the same time, taking up the invested enterprises of Exojet Technology Corporation including Haimen Exojet Technology Co., Ltd., Prosperous China Inc. (Western Samoa), and its subsidiary, Shanghai Exojet Electronic Materials Co., Ltd.
100
§Table of Contents of the Schedule of Important Accounting Items§
| Item Schedule of Assets, Liabilities and Equity Items Schedule of Cash and Cash Equivalents Schedule of Notes and Accounts Receivable Schedule of Other Receivables Schedule of Inventories Schedule of Financial Assets at FVTPL – Non-current Schedule of Financial Assets at FVTOCI – Non-current Schedule of Prepayment and Other Current Assets Schedule of Changes in Investment Accounted For Using the Equity Method Schedule of Property, Plant and Equipment Schedule of Right-of-Use Assets and Accumulated Depreciation of Right-of-Use Assets Schedule of Intangible Assets Schedule of Short-term Borrowings Schedule of Accounts Payable Schedule of Long-term Borrowings Schedule of Lease Liabilities Schedule of Profit or Loss items Schedule of Operating Revenues Schedule of Operating Costs Schedule of Operating Expenses Schedule of Other Income and Expenses Schedule of Non-operating Income and Expenses Schedule of Employee Benefits, Depreciation and Amortization Expense by Dunction |
Number/Index |
|---|---|
| Schedule 1 Schedule 2 Note 9 Schedule 3 Schedule 4 Schedule 5 Note 16 Schedule 6 Note 12 Schedule 7 Note 15 Schedule 8 Schedule 9 Schedule 10 Schedule 11 Schedule 12 Schedule 13 Schedule 14 Note 22 Note 22 Schedule 15 |
101
Gigastorage Corporation
Schedule of Cash and Cash Equivalents
December 31, 2020
| December 31, 2020 | December 31, 2020 | December 31, 2020 | |
|---|---|---|---|
| Schedule 1 Name Cash on hand and petty cash Bank deposits Demand deposits Cash in transit |
Units: NTD thousands, unless otherwise stated Abstract Amount $ 468 Including NT$88,890 thousand, Euro 7 thousand (exchange rate of 35.02) and US$959 thousand (exchange rate of 28.48) 116,430 Including USD 2,000 (exchange rate is 28.48) 81 $ 116,979 |
||
| $ 468 116,430 81 $ 116,979 |
102
Gigastorage Corporation
Schedule of Notes and Accounts Receivable
December 31, 2020
Schedule 2
Unit: NTD thousands
| Customer name None-related party Customer A Customer B Customer C Customer D Customer E Customer F Others (Note) Less: allowance for doubtful accounts Related party Li Chao Optoelectronics Co., Ltd. Ya Fei Solar Energy Co., Ltd. Whole Max Green Power Co., Ltd. Whole Sun Green Power Co., Ltd. Other related party (Note) |
Amount | |
|---|---|---|
( |
$ 36,885 15,882 14,069 9,664 5,853 4,449 12,119 3,544 ) 95,377 7,113 865 621 611 417 9,627 $ 105,004 |
Note: The balance of each individual customer does not exceed 5% of the total account balance.
103
Gigastorage Corporation Schedule of Inventories December 31, 2020
Schedule 3
Unit: NTD thousands
| Item Raw materials Finished goods |
Amount | Amount | Amount | |
|---|---|---|---|---|
| Costs $ 13,942 17,259 $ 31,201 |
Net realizable value | |||
| $ 16,274 18,371 $ 34,645 |
104
Gigastorage Corporation
Schedule of Financial Assets at FVTPL– Non-current
For the Year End December 31, 2020
Schedule 4
Units: NTD thousands, unless otherwise stated
| Name SyneuRx International (Taiwan) Corp. Valuation adjustment Total |
BeginningBalance Number of shares (in thousands) Fair value 53 $ 519 1,954 $ 2,473 |
BeginningBalance Number of shares (in thousands) Fair value 53 $ 519 1,954 $ 2,473 |
Increase Number of shares (in thousands) Amount - $ - - $ - |
Increase Number of shares (in thousands) Amount - $ - - $ - |
Decrease Number of shares (in thousands) Amount ( 53 ) ( $ 519 ) ( 1,954 ) ($ 2,473 ) |
EndingBalance | EndingBalance | Fair value $ - - $ - |
Pledged as collateral No No |
Remark | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares (in thousands) 53 |
Number of shares (in thousands) - |
Number of shares (in thousands) ( 53 ) |
Number of shares (in thousands) - |
Shareholding % - - |
|||||||
105
Gigastorage Corporation
Schedule of Financial Assets at FVTOCI – Non-current
For the Year End December 31, 2020
Schedule 5
Units: NTD thousands, unless otherwise stated
| Name Prorit Corporation Energy Pass Incorporation New Land Packing Corporation Total |
BeginningBalance Number of shares (in thousands) Fair value 3,942 $ 7,017 38 - 1,774 3,193 $ 10,210 |
BeginningBalance Number of shares (in thousands) Fair value 3,942 $ 7,017 38 - 1,774 3,193 $ 10,210 |
Increase Number of shares (in thousands) Amount - $ - - - 382 3,816 $ 3,816 |
Increase Number of shares (in thousands) Amount - $ - - - 382 3,816 $ 3,816 |
Decrease Number of shares (in thousands) Amount - $ - ( 38 ) ( 104 ) - - ($ 104 ) |
Decrease Number of shares (in thousands) Amount - $ - ( 38 ) ( 104 ) - - ($ 104 ) |
Unrealized gains (losses) on financial assets $ 434 104 29,999 $ 30,537 |
EndingBalance | Fair value $ 7,451 - 37,008 $ 44,459 |
Pledged as collateral No No No |
Remarks | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares (in thousands) 3,942 38 1,774 |
Number of shares (in thousands) - - 382 |
Number of shares (in thousands) - ( 38 ) - |
Number of shares (in thousands) 3,942 - 2,156 |
Shareholding % 1.26 - 14.37 |
|||||||||
| ( ( |
106
Gigastorage Corporation
Schedule of Changes in Investment Accounted for Using the Equity Method For the Year End December 31, 2020
| Schedule 6 Investments in subsidiaries Giga Solar Materials Corporation Wafering Technology Corporation Ho Mi Specialty Materials Corporation Global Acetech Co., Ltd. New Elite Investments Limited Investments in affiliates and joint ventures Whole Max Green Power Co., Ltd. Ri Yun Green Energy Co., Ltd. Lianshuo Energy Co., Ltd. Giga Solar Green Power Co., Ltd. Total |
BeginningB | BeginningB | alance Amount $ 2,482,384 199,280 82,181 49,653 1,964 - 25,569 5,655 7,668 $ 2,854,354 |
Incre | as | e Amount $ - - - - - 366,622 16,269 5,760 67,500 $ 456,151 |
Decre | ase Amount ( $ 348,734 ) - - - ( 2,320 ) - - - - ($ 351,054 ) |
Investment income(loss) $ 86,224 ( 1,189 ) 1,500 ( 6,406 ) ( 18 ) ( 5,588 ) ( 54 ) 201 2,710 $ 77,380 |
Exchange differences on translation of financial statements of foreign operations $ 18,645 96 - ( 2,324 ) 374 - - - - $ 16,791 |
Unrealized gains (losses) on financial assets measured at FVTOCI $ 17,341 761 - - - - - - - $ 18,102 |
(Unrealized) realized net profits on sales $ - ( 3,954 ) - - - ( 2,216 ) - - ( 12,417 ) ($ 18,587 ) |
Actuarial (loss) gain on defined benefitplan ( $ 1,965 ) ( 44 ) - - - - - - - ($ 2,009 ) |
Share-based payments from the Company to its subsidiaries $ 741 25 139 - - - - - - $ 905 |
Capital surplus $ 150,480 3,509 ( 10 ) - - - - 20 - $ 153,999 |
Organization restructuring $ - - - - - ( 6,659 ) - - - ($ 6,659 ) |
EndingBalance | Amount $2,405,116 198,484 83,810 40,923 - 352,159 41,784 11,636 65,461 $3,199,373 |
Units: NTD thousands, unless o Net equity Pledged as collateral $2,473,311 Yes 216,073 No 83,642 No 40,923 No - No 354,375 41,784 No 11,636 No 77,878 No $3,299,622 |
therwise stated Remarks |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares (in thousands) 33,189 26,996 9,350 118,300 200 - 2,573 588 750 |
Number of shares (in thousands) - - - - - 33,790 1,627 576 6,750 |
Number of shares (in thousands) ( 3,456 ) - - - ( 200 ) - - - - |
Number of shares (in thousands) 29,733 26,996 9,350 118,300 - 33,790 4,200 1,164 7,500 |
Shareholding % 45.13 100 92.57 99.99 - 31 30 30 50 |
||||||||||||||||||||
| Notes 2 and 4 Note 1 Note 3 Note 3 Note 3 |
Note 1: 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 stock proceed on October 20, 2020, which was recognize as loss on disposal of investments.
Note 2: Please refer to Note 33 for the circumstances of pledge.
Note 3: Please refer to Note 11 for the Company’s investment in affiliated companies and joint ventures.
Note 4: The decrease for the period included cash dividends of $59,466 thousand paid by Giga Solar Materials Corporation.
107
Gigastorage Corporation
Schedule of Right-of-Use Assets and Accumulated Depreciation of Right-of-Use Assets For the Year End December 31, 2020
| Schedule 7 Costs Balance as of January 1, 2020 Balance as of December 31, 2020 Accumulated depreciation Balance as of January 1, 2020 Depreciation Balance as of December 31, 2020 Net as of December 31, 2020 |
Units: NTD thousands, unless otherwise stated Buildings Transportation equipment Total $ 33,535 $ 1,518 $ 35,053 33,535 1,518 35,053 3,354 82 3,436 3,354 523 3,877 6,708 605 7,313 $ 26,827 $ 913 $ 27,740 |
Units: NTD thousands, unless otherwise stated Buildings Transportation equipment Total $ 33,535 $ 1,518 $ 35,053 33,535 1,518 35,053 3,354 82 3,436 3,354 523 3,877 6,708 605 7,313 $ 26,827 $ 913 $ 27,740 |
Units: NTD thousands, unless otherwise stated Buildings Transportation equipment Total $ 33,535 $ 1,518 $ 35,053 33,535 1,518 35,053 3,354 82 3,436 3,354 523 3,877 6,708 605 7,313 $ 26,827 $ 913 $ 27,740 |
|
|---|---|---|---|---|
| $ 35,053 35,053 3,436 3,877 7,313 $ 27,740 |
108
Gigastorage Corporation
Schedule of Short-term Borrowings
December 31, 2020
Schedule 8 Units: NTD thousands, unless otherwise stated
| Name Guaranteed Line of Credit The Shanghai Commercial & Savings Bank Bank SinoPac Co. Ltd. King’s Town Bank Taishin Securities Co., Ltd MasterLink Securities Corporation Line of credit borrowing Taiwan Cooperative Bank Mega International Commercial Bank Land Bank of Taiwan Agricultural Bank of Taiwan |
Borrowing Balance $ 700,000 200,000 200,000 90,000 50,000 95,003 60,811 50,000 45,000 $ 1,490,814 |
Repayment Period 2020/04/21~2021/04/14 2020/11/27~2021/05/27 2020/12/30~2021/12/29 2020/07/06~2021/07/06 2020/12/16~2021/06/15 2020/11/02~2021/12/14 2020/09/29~2021/05/23 2020/11/27~2021/02/25 2020/12/30~2021/01/15 |
Interest rate (%) 1.68 1.65 1.5 1.7 1.7 1.4 1.40~1.401 1.61 1.5 |
Collaterals | |
|---|---|---|---|---|---|
| The Company has provided land and buildings with a book value of $451,404 thousand as collaterals. The Company has provided 3,000 thousand shares of Giga Solar Materials Corporation’s stock as collateral. The Company has provided 1,890 thousand shares of Giga Solar Materials Corporation’s stock as collateral. The Company has provided 1,720 thousand shares of Giga Solar Materials Corporation’s stock as collateral. The Company has provided 450 thousand shares of Giga Solar Materials Corporation’s stock as collateral. None None None None |
Note: As of December 31, 2020, the Company had unused short-term loan credit lines of $435,270 thousand.
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Gigastorage Corporation
Schedule of Accounts Payable
December 31, 2020
Schedule 9
Unit: NTD thousands
| Supplier name None-related party Supplier A Supplier B Supplier C Supplier D Supplier E Supplier F Others (Note) Related party Ho Mi Specialty Materials Corporation |
Amount | |
|---|---|---|
| $ 9,101 8,300 7,766 6,663 5,248 3,375 6,601 47,054 1,111 $ 48,165 |
Note: The amount of each individual supplier does not exceed 5% of the total account balance.
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Gigastorage Corporation Schedule of Long-term Borrowings December 31, 2020
| Schedule 10 Item Bank borrowings Secured loan from Land Bank of Taiwan (Note 1) Credit loan from The Shanghai Commercial & Savings Bank (Note 2) Portion due within one year |
Abstract Enrichment of operating capital Enrichment of operating capital |
Amount $ 250,000 127,500 84,000 ) $ 293,500 |
Units: NTD thousands, unless otherwise stated Repayment Period Collateral 2020/07/06~2025/07/06 The Company has provided 6,000 thousand shares of Giga Solar Materials Corporation’s stock as collateral. 2019/07/26~2024/07/26 None |
Units: NTD thousands, unless otherwise stated Repayment Period Collateral 2020/07/06~2025/07/06 The Company has provided 6,000 thousand shares of Giga Solar Materials Corporation’s stock as collateral. 2019/07/26~2024/07/26 None |
|
|---|---|---|---|---|---|
( |
The Company has provided 6,000 thousand shares of Giga Solar Materials Corporation’s stock as collateral. None |
Note 1: The interest rate on bank loans as of December 31, 2020 was 1.58%. Note 2: The interest rate on bank loans as of December 31, 2020 was 1.43%. Note 3: As of December 31, 2020, the Company had no unused long-term loan credit lines.
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Gigastorage Corporation
Schedule of Lease Liabilities
December 31, 2020
Schedule 11
Units: NTD thousands, unless otherwise stated
| Name Buildings Transportation equipment Total Less: Lease liabilities – current Lease liabilities – non-current |
Lease period 2019.01 to 2028.12 2019.09 to 2022.12 |
Discount rate 1.5% 1.68% |
Amount | |
|---|---|---|---|---|
( |
$ 27,225 921 28,146 3,752 ) $ 24,394 |
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Gigastorage Corporation
Schedule of Operating Revenues
For the Year End December 31, 2020
Schedule 12
Unit: NTD thousands
| Name Photovoltaic Ribbons Revenues from construction projects Others |
Quantity 982,000 units 5,477 units (Note) - |
Amount | |
|---|---|---|---|
| $ 295,968 189,666 44,820 $ 530,454 |
Note: Of these units, 2,443 were still incomplete as of December 31, 2020, and revenue was recognized based on the cost of construction inputs.
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Gigastorage Corporation
Schedule of Operating Costs
For the Year End December 31, 2020
Unit: NTD thousands
Schedule 13
| Schedule 13 | |
|---|---|
| Item Cost of goods sold for self-produced products Raw materials used Raw materials at the beginning of the year Add: purchases Less: raw materials at the end of the year Sales of raw materials Transferred to other expenses Raw materials used Direct labors Manufacturing overheads Manufacturing costs Add: work in process at the beginning of the year Add: Purchases Less: work in process at the end of the year Transferred to other expenses Transferred to others Cost of finished goods Add: finished goods at the beginning of the year Add: Purchases of finished goods Less: finished goods at the end of the year Transferred to other expenses Transferred to others Cost of production and sales Cost of goods sold for trading merchandise Inventory at the beginning of the year Add: purchases during the period Less: merchandise at the end of the year Other operating costs Cost of raw materials sold Cost of work in process sold Provision for decline in value of inventories and slow-moving losses Construction costs Other operating costs Income from sales of scraps Cost of goods sold |
Amount |
| $ 23,578 219,874 ( 22,789 ) ( 243 ) ( 6,480 ) 213,940 26,600 42,885 283,425 20,340 331 ( 16,796 ) ( 3,875 ) (10,580 ) 272,845 21,601 8,496 ( 23,417 ) 350 ( 6,204 ) 273,671 - 15,953 - 289,624 243 - 3,608 137,273 10,580 ( 2,734 ) $ 438,594 |
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Gigastorage Corporation
Schedule of operating expenses
For the Year End December 31, 2020
Schedule 14
Unit: NTD thousands
| Item Salary expenses Freight expenses Travel expenses Service expenses Test & experiment expenses Depreciation expense Insurance expenses Utilities expenses Others (Note) |
Marketing expenses $ 3,790 1,430 652 393 - 42 446 - 1,009 $ 7,762 |
Administration expenses $ 45,117 1 933 8,997 - 24,107 5,707 4,102 28,896 $ 117,860 |
R&D expenses | R&D expenses | |
|---|---|---|---|---|---|
| $ 19,125 24 61 14 8,572 10,410 1,923 4,366 9,247 $ 53,742 |
Note: The balance of each individual item included in others does not exceed 5% of the total account balance.
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Gigastorage Corporation
Schedule of Employee Benefits, Depreciation and Amortization Expense by Function For the years ended December 31, 2020 and 2019
Schedule 15
Unit: NTD thousands
| Employee benefit expenses Salary expenses Employee insurance expenses Pension Remuneration for directors Share-based payments Other employee benefit expenses Depreciation expense Amortization expenses |
2020 | Total $ 98,057 9,310 4,543 1,680 527 4,443 $ 118,560 $ 51,504 $ 733 |
2019 | ||||
|---|---|---|---|---|---|---|---|
| Classified as cost of sales $ 30,025 2,910 934 - 34 1,637 $ 35,540 $ 16,945 $ - |
Classified as operating expenses $ 68,032 6,400 3,609 1,680 493 2,806 $ 83,020 $ 34,559 $ 733 |
Classified as cost of sales $ 59,892 5,669 ( 7,489) - - 3,071 $ 61,143 $ 32,551 $ - |
Classified as operating expenses $ 65,270 5,527 2,989 6,259 - 2,310 $ 82,355 $ 20,202 $ 974 |
Total | |||
| $ 125,162 11,196 ( 4,500) 6,259 - 5,381 $ 143,498 $ 52,753 $ 974 |
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Note 1: The number of employees for the year and the previous year were 160 and 205, respectively, of which the number of directors who were not also employees was 7 and 7, respectively.
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Note 2: Companies whose shares are listed on TWSE or TPEx should disclose additional information on the following:
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(1) The average employee benefit expense for the current year was $764 thousand (“Total employee benefit expense for the current year - Total directors’ remuneration” / “Number of employees for the current year - Number of directors who did not also serve as employees”).
- The average employee benefit expense for the previous year was $693 thousand (“Total employee benefit expense for the previous year - Total directors’ remuneration” / “Number of employees for the previous year - Number of directors who did not also serve as employees”).
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(2) The average employee salary expense for the current year was $641 thousand (“Total salary expense for the current year” / “Number of employees for the current year - Number of directors who did not also serve as employees”).
- The average employee salary expense for the previous year was $632 thousand (“Total salary expense for the previous year” / “Number of employees for the previous year - Number of directors who did not also serve as employees”).
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(3) Change in average employee salary expense adjustment of 1.42% (“Average employee salary expense for the current year - Average employee salary expense for the previous year”/ Average employee salary expense for the previous year)
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(4) The Company has no supervisor and therefore does not intend to disclose the salary, remuneration and business execution expenses of the supervisor.
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(5) The Company’s remuneration policy is to provide all employees with compensation and benefits that are at least in line with the average salary level compared to the relevant industry, in order to attract talented and stable employees to continue to work for the Company.
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Employee compensation includes monthly salaries, quarterly bonuses for operational performance, and employee profit sharing remuneration based on annual profitability. In accordance with the Company’s Articles of Incorporation, the Company shall set aside 4% to 8% as employees’ profit sharing remuneration and no more than 3% as directors’ remuneration if the Company makes a profit in the year. The amount and distribution method shall be proposed by the Remuneration Committee to the Board of Directors and approved by the Board of Directors for payment. Each employee’s allocated employee profit sharing remuneration is determined based on individual duties, contributions, and performance.
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