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MSI — Audit Report / Information 2019
Nov 12, 2019
52042_rns_2019-11-12_1f586cd6-7a5a-4f2e-aa9d-246e5102927b.pdf
Audit Report / Information
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MICRO-STAR INTERNATIONAL CO., LTD.
PARENT COMPANY ONLY FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT
ACCOUNTANTS DECEMBER 31, 2019 AND 2018
For the convenience of readers and for information purpose only, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail.
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REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE
To the Board of Directors and Shareholders of MICRO-STAR INTERNATIONAL CO., LTD.
Opinion
We have audited the accompanying parent company only balance sheets of MICRO-STAR INTERNATIONAL CO., LTD. (the “Company”) as at December 31, 2019 and 2018, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as at December 31, 2019 and 2018, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”.
Basis for opinion
We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “Code”), and we have fulfilled our ethical responsibilities in accordance with the Code. Based on our audits and the audit reports of other independent accountants, we believe that the audit evidences we have obtained are sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements of the year ended December 31, 2019. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
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Key audit matters for the Company’s parent company only financial statements for the year ended December 31, 2019 are stated as follows:
Occurrence of sales revenue from significant customers
Description
Please refer to Note 4(24) for accounting policies on revenue recognition. Other than international brands, the Company sells its products to customers in various countries. With the Company actively developing new products, sales revenue increases progressively every year, and the occurrence of sales revenue is critical to the financial statements. Thus, the occurrence of sales revenue from new significant customers, excluding international brands, was identified as a key audit matter.
How our audit addressed the matter
We performed the following audit procedures in respect of the above key audit matter:
-
A. Obtained an understanding of and assessed internal controls in relation to sales revenue from new significant customers, and validated the operating effectiveness of those abovementioned internal controls.
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B. Obtained detailed listing of sales revenue from new significant customers in the current year, and validated supporting documents, including sales invoices, customer purchase orders and delivery documents.
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C. Inspected contents and relevant evidences in relation to sales returns and discounts occurring subsequent to the reporting period and assessed the reasonableness of respective sales revenue recognized.
Estimation of allowance for inventory valuation losses
Description
Please refer to Note 4(10), for accounting policies on inventory valuation, Note 5(2) for the uncertainty of accounting estimates and assumptions applied on inventory valuation, and Note 6(5) for details of inventories. As of December 31, 2019, the balances of inventories and allowance for inventory valuation losses are NT$23,137,902 thousand and NT$381,847 thousand, respectively.
The Company is primarily engaged in manufacturing and sales of motherboard, interface card, notebook computer and other electronic products. Due to the rapid technological innovations, shorter electronic product life cycles, and the fluctuation of market prices within the industry, there is a higher risk of inventory losses due from market value decline or obsolescence. The Company recognises inventories
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at the lower of cost and net realisable value. As the monetary values of inventories are material, and there are various types of inventories, the estimation and determination of the net realisable value of inventories at the balance sheet date are subject to management’s judgement and contain a high level of uncertainty and have material effects of the financial statements, and therefore, it was identified as a key audit matter.
How our audit addressed the matter
We performed the following audit procedures in respect of the above key audit matter:
-
A. Assessed the reasonableness and the consistency of policies in relation to the provision of allowance for inventory valuation losses and procedures based on our understanding of the Company’s operations and industry.
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B. Validated the appropriateness of system logic of the report of individually identified obsolete inventory prepared by management and confirmed the consistency with Company’ policies.
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C. Validated the appropriateness of estimation basis for net realisable value of inventories and inspected respective supporting documents, including sale prices or purchase prices, reperformed the calculation of the report and assessed the reasonableness of management’s determination of net realizable value of inventories.
Other matter-Reference to audits of other independent accountants
We did not audit the financial statements of certain investments accounted for under the equity method that are included in the parent company only financial statements. Those financial statements were audited by other independent accountants, whose reports thereon have been furnished to us, and our opinion expressed herein is based solely on reports of the other independent accountants. Total assets of the abovementioned investees (including investments accounted for under the equity method) amounted to NT$1,097,458 thousand and NT$1,054,586 thousand as at December 31, 2019 and 2018, constituting 1.75% and 1.83% of total assets, respectively. Comprehensive income of the abovementioned investees amounted to NT$88,436 thousand and NT$28,776 thousand, for the years ended December 31, 2019 and 2018, constituting 1.67% and 0.48% of total comprehensive income, respectively.
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Responsibilities of management and those charged with governance for the parent company only financial statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including audit committee, are responsible for overseeing the Company’s financial reporting process.
Independent accountant'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 that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ROC GAAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with ROC GAAS, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability 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 disclosures are inadequate, 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 to continue as a going concern.
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Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within 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. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our 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.
Liang, Hua-Ling
Lai, Chung-Hsi
For and on behalf of PricewaterhouseCoopers, Taiwan March 20, 2020
The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
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MICRO-STAR INTERNATIONAL CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2019 AND 2018
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes 6(1) 6(2) 6(4) 6(4) 7 6(5) 6(3) 6(6) 6(7) 6(8) 6(21) |
December 31, 2019 AMOUNT % $ 8,881,827 14 56,641 - 3,929 - 10,846,273 18 6,632,030 11 157,760 - 22,756,055 36 1,351,294 2 1,200,000 2 51,885,809 83 151,975 - 7,496,491 12 2,567,030 4 179,398 - 407,702 1 18,890 - 10,821,486 17 $ 62,707,295 100 |
December 31, 2018 | December 31, 2018 |
|---|---|---|---|---|
| AMOUNT $ 8,881,827 56,641 3,929 10,846,273 6,632,030 157,760 22,756,055 1,351,294 1,200,000 51,885,809 151,975 7,496,491 2,567,030 179,398 407,702 18,890 10,821,486 $ 62,707,295 |
AMOUNT $ 6,979,442 14,332 2,377 10,736,410 5,881,877 91,329 22,167,051 1,115,391 728,936 47,717,145 - 7,099,071 2,363,138 - 392,815 5,603 9,860,627 $ 57,577,772 |
% | ||
| Current assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss - current 1150 Notes receivable, net 1170 Accounts receivable, net 1180 Accounts receivable - related parties 1200 Other receivables 130X Inventories, net 1410 Prepayments 1476 Other current financial assets 11XX Total current assets Non-current assets 1517 Non-current financial assets at fair value through other comprehensive income 1550 Investments accounted for under equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1840 Deferred income tax assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
12 - - 19 10 - 39 2 1 |
|||
| 83 | ||||
| - 12 4 - 1 - |
||||
| 17 | ||||
| 100 |
(Continued)
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MICRO-STAR INTERNATIONAL CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2019 AND 2018
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | December 31, 2019 December 31, 2018 Notes AMOUNT % AMOUNT % 6(9) $ 1,500,000 2 $ 3,000,000 5 6(2) 24,943 - 5,555 - - - 200 - 19,764,458 32 14,658,805 25 6(10) 3,049,919 5 2,754,512 5 7 4,272,610 7 3,671,761 6 6(21) 362,183 1 961,026 2 6(12) 579,337 1 514,601 1 71,892 - - - 1,555,509 2 1,702,658 3 65,353 - 27,539 - 31,246,204 50 27,296,657 47 6(21) 26,830 - 1,755 - 108,013 - - - 6(11) 221,974 1 217,609 1 91,809 - 115,890 - 448,626 1 335,254 1 31,694,830 51 27,631,911 48 6(13) 8,448,562 13 8,448,562 15 6(14) 803,918 1 1,226,049 2 6(15) 4,982,577 8 4,378,464 7 505,966 1 421,815 1 17,065,967 27 15,976,937 28 ( 794,525)( 1) ( 505,966)( 1) 31,012,465 49 29,945,861 52 $ 62,707,295 100 $ 57,577,772 100 |
|---|---|
| Current liabilities 2100 Short-term borrowings 2120 Financial liabilities at fair value through profit or loss - current 2150 Notes payable 2170 Accounts payable 2200 Other payables 2220 Other payables - related parties 2230 Current income tax liabilities 2250 Provisions for liabilities - current 2280 Current lease liabilities 2365 Refund liabilities-current 2399 Other current liabilities, others 21XX Total current Liabilities Non-current liabilities 2570 Deferred income tax liabilities 2580 Non-current lease liabilities 2640 Net defined benefit liability, non- current 2670 Other non-current liabilities, others 25XX Total non-current liabilities 2XXX Total Liabilities Equity Share capital 3110 Share capital - common stock Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings Other equity interest 3400 Other equity interest 3XXX Total equity 3X2X Total liabilities and equity |
The accompanying notes are an integral part of these parent company only financial statements.
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MICRO-STAR INTERNATIONAL CO., LTD. PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(Expressed in thousands of New Taiwan dollars, except earnings per share amounts)
| Items | Year ended December 31 2019 2018 Notes AMOUNT % AMOUNT % 6(16) and 7 $ 118,740,373 100 $ 116,988,422 100 6(5)(20) and 7 ( 105,097,585)( 89) ( 102,756,311) ( 88) 13,642,788 11 14,232,111 12 6(20) and 7 ( 4,689,816) ( 4 ) ( 4,474,176) ( 4) ( 526,354) - ( 445,352) - ( 2,937,315) ( 2 ) ( 2,983,104) ( 3) 6(4) ( 4,095) - 10,637 - ( 8,157,580)( 6) ( 7,891,995)( 7) 5,485,208 5 6,340,116 5 6(17) 297,400 - 401,353 - 6(2)(18) ( 50,864) - ( 119,607) - ( 13,504) - ( 9,029) - 6(6) 685,979 1 416,401 1 919,011 1 689,118 1 6,404,219 6 7,029,234 6 6(21) ( 817,009)( 1) ( 988,105) ( 1) $ 5,587,210 5 $ 6,041,129 5 6(11) ($ 10,079) - ($ 21,430) - 6(21) 2,016 - 8,461 - ( 8,063) - ( 12,969) - ( 288,559) - ( 84,151) - ( 288,559) - ( 84,151) - ($ 296,622) - ($ 97,120) - $ 5,290,588 5 $ 5,944,009 5 6(22) $ 6.61 $ 7.15 $ 6.56 $ 7.08 |
|---|---|
| 4000 Sales revenue 5000 Operating costs 5900 Net operating margin Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit (loss) gain 6000 Total operating expenses 6900 Operating profit Non-operating income and expenses 7010 Other income 7020 Other gains and losses 7050 Finance costs 7070 Share of profit of associates and joint ventures accounted for using equity method, net 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax expense 8200 Profit for the year Other comprehensive income Other components of other comprehensive income that will not be reclassified to profit or loss 8311 Other comprehensive income, before tax, actuarial losses on defined benefit plans 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8310 Components of other comprehensive income that will not be reclassified to profit or loss Components of other comprehensive income that will be reclassified to profit or loss 8361 Financial statements translation differences of foreign operations 8360 Components of other comprehensive income that will be reclassified to profit or loss 8300 Total other comprehensive loss for the year 8500 Total comprehensive income for the year Basic earnings per share 9750 Total basic earnings per share 9850 Total diluted earnings per share |
The accompanying notes are an integral part of these parent company only financial statements.
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MICRO-STAR INTERNATIONAL CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (Expressed in thousands of New Taiwan dollars)
| 2018 Balance at January 1, 2018 Profit for the year Other comprehensive loss for the year Total comprehensive income Appropriations of 2017 earnings (Note) : Legal reserve Special reserve Cash dividends Due to donated assets received Balance at December 31, 2018 2019 Balance at January 1, 2019 Profit for the year Other comprehensive loss for the year Total comprehensive income Appropriations of 2018 earnings (Note) : Legal reserve Special reserve Cash dividends Cash dividends from capital surplus Due to donated assets received Balance at December 31, 2019 |
Notes 6(15) 6(15) 6(14) |
Share capital - commonstock |
CapitalSurplus | CapitalSurplus | RetainedEarnings | Financial statements translation differences of foreignoperations |
Totalequity | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Treasury stock transactions $ 130,592 - - - - - - - $ 130,592 $ 130,592 - - - - - - - - $ 130,592 |
Donated assets received $ - - - - - - - 434 $ 434 $ 434 - - - - - - - 298 $ 732 |
Employee stock warrants |
Legal reserve | Special reserve | Unappropriated retained earnings |
|||||||||||
| $8,448,562 - - - - - - - $8,448,562 $8,448,562 - - - - - - - - $8,448,562 |
$ 44,460 - - - - - - - $ 44,460 $ 44,460 - - - - - - - - $ 44,460 |
$3,884,722 - - - 493,742 - - - $4,378,464 $4,378,464 - - - 604,113 - - - - $4,982,577 |
$ 389,482 - - - - 32,333 - - $ 421,815 $ 421,815 - - - - 84,151 - - - $ 505,966 |
$14,276,704 6,041,129 ( 12,969 ) 6,028,160 ( 493,742 ) ( 32,333 ) ( 3,801,852 ) - $15,976,937 $15,976,937 5,587,210 ( 8,063 ) 5,579,147 ( 604,113 ) ( 84,151 ) ( 3,801,853 ) - - $17,065,967 |
($ 421,815 ) - ( 84,151 ) ( 84,151 ) - - - - ($ 505,966 ) ($ 505,966 ) - ( 288,559 ) ( 288,559 ) - - - - - ($ 794,525 ) |
$27,803,270 6,041,129 ( 97,120 ) 5,944,009 - - ( 3,801,852 ) 434 $29,945,861 $29,945,861 5,587,210 ( 296,622 ) 5,290,588 - - ( 3,801,853 ) ( 422,429 ) 298 $31,012,465 |
Note: The directors' and supervisors' remuneration were $49,500 and $49,500, and employees' bonuses were $515,000 and $505,000 in 2017 and 2018, respectively, which had been deducted from net income for the year.
The accompanying notes are an integral part of these parent company only financial statements.
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MICRO-STAR INTERNATIONAL CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments Adjustments to reconcile profit (loss) Depreciation Amortization Expected credit gain Net gains on financial assets and liabilities at fair value through profit or loss Interest expense Interest income Share of profit of associates and joint ventures accounted for using equity method Gain on disposal of property, plant and equipment Gain on lease modification Loss on unrealized foreign currency exchange Changes in operating assets and liabilities Changes in operating assets Notes receivable, net Accounts receivable Accounts receivable due from related parties Other receivables Other receivables - related parties Inventories, net Prepayments Other current financial assets Changes in operating liabilities Notes payable Accounts payable Other payables Other payables - related parties Provisions for liabilities - current Current refund liabilities Other current liabilities, others Net defined benefit liability Cash inflow (outflow) generated from operations Interest received Interest paid Income tax paid Net cash flows from (used in) operating activities |
Years ended December 31 Notes 2019 2018 $ 6,404,219 $ 7,029,234 6(7)(8)(19) 157,384 74,533 6(19) 4 23 6(4) 4,095 ( 10,637 ) ( 22,921 ) ( 12,309 ) 13,504 9,029 6(17) ( 57,384 ) ( 69,958 ) ( 685,979 ) ( 416,401 ) 6(18) ( 11 ) ( 300 ) ( 163 ) - 24,242 28,275 ( 1,552 ) ( 2,356 ) ( 113,958 ) 831,502 ( 750,153 ) ( 416,752 ) ( 70,283 ) ( 14,636 ) - 6,488 ( 589,004 ) ( 5,750,389 ) ( 235,903 ) 30,163 ( 471,064 ) ( 660,101 ) ( 200 ) 200 5,105,653 ( 1,205,689 ) 295,762 83,943 600,849 265,934 64,736 59,857 ( 147,149 ) 6,045 37,814 ( 40,790 ) ( 5,714 ) ( 6,578 ) 9,556,824 ( 181,670 ) 61,236 68,609 ( 13,859 ) ( 8,637 ) ( 1,403,648 ) ( 866,252 ) 8,200,553 ( 987,950 ) |
|---|---|
(Continued)
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MICRO-STAR INTERNATIONAL CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at fair value through other comprehensive income Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Proceeds from capital reduction of investments accounted for using equity method Net cash flows (used in) from investing activities CASH FLOWS FROM FINANCING ACTIVITIES (Decrease) increase in short-term borrowings Repayment of the principal portion of lease liabilities (Decrease) increase in guarantee deposits received Cash dividends paid Cash distribution from capital reserve Due to donated assets received Net cash flows used in financing activities Effect of exchange rate Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
Years ended December 31 Notes 2019 2018 6(3) ($ 151,975 ) $ - 6(7) ( 298,543 ) ( 64,263 ) 13 300 ( 13,291 ) ( 1,740 ) 6(6) - 613,937 ( 463,796 ) 548,234 6(9) ( 1,500,000 ) 3,000,000 6(8) ( 62,065 ) - ( 24,081 ) 28,472 6(15) ( 3,801,853 ) ( 3,801,852 ) 6(14) ( 422,429 ) - 298 434 ( 5,810,130 ) ( 772,946 ) ( 24,242 ) ( 28,275 ) 1,902,385 ( 1,240,937 ) 6(1) 6,979,442 8,220,379 6(1) $ 8,881,827 $ 6,979,442 |
|---|---|
The accompanying notes are an integral part of these parent company only financial statements.
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MICRO-STAR INTERNATIONAL CO., LTD. NOTES TO THE PARENT COMPANY ONLY FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
1. HISTORY AND ORGANISATION
MICRO-STAR INTERNATIONAL CO., LTD. (the “Company”) was incorporated as a company limited by shares under the laws of the Republic of China (R.O.C.) in August 1986 and started its operations in the same year. The Company is primarily engaged in the manufacture and sale of motherboards and computer hardware. The shares of the Company have been listed on the Taiwan Stock Exchange since October 1998.
2. THE DATE OF AUTHORISATION FOR ISSUANCE OF THE PARENT COMPANY ONLY
FINANCIAL STATEMENTS AND PROCEDURES FOR AUTHORISATION
These parent company only financial statements were authorised for issuance by to the Board of Directors on March 20, 2020.
3. APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS
- (1) Effect of the adoption of new standards and amendments to International Financial Reporting Standards (“IFRS”) as endorsed by the Financial Supervisory Commission (“FSC”)
New standards, interpretations and amendments endorsed by the FSC effective from 2019 are as follows:
| New standards, interpretations and amendments endorsed by the FSC follows: |
effective from 2019 are as |
|---|---|
| New Standards,Interpretations and Amendments | Effective date by International Accounting Standards Board |
| Amendments to IFRS 9, ‘Prepayment features with negative compensation’ IFRS 16, ‘Leases’ Amendments to IAS 19, ‘Plan amendment, curtailment or settlement’ Amendments to IAS 28, ‘Long-term interests in associates and joint ventures’ IFRIC 23, ‘Uncertainty over income tax treatments’ Annual improvements to IFRSs 2015-2017 cycle |
January 1, 2019 January 1, 2019 January 1, 2019 January 1, 2019 January 1, 2019 January 1, 2019 |
Except for the following, the above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment. IFRS 16, ‘Leases’
- A. IFRS 16, ‘Leases’, replaces IAS 17, ‘Leases’ and related interpretations and SICs. The standard requires lessees to recognise a 'right-of-use asset' and a lease liability (except for those leases with terms of 12 months or less and leases of low-value assets). The accounting stays the same for lessors, which is to classify their leases as either finance leases or operating leases and account for those two types of leases differently. IFRS 16 only requires enhanced disclosures to be provided
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by lessors.
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B. The Company has elected to apply IFRS 16 by not restating the comparative information (referred herein as the ‘modified retrospective approach’) when applying “IFRSs” effective in 2019 as endorsed by the FSC. Accordingly, the Company increased ‘right-of-use asset’ by $89,836, and increased ‘lease liability’ by $89,836.
-
C. The Company has used the following practical expedients permitted by the standard at the date of initial application of IFRS 16:
-
(a) Reassessment as to whether a contract is, or contains, a lease is not required, instead, the application of IFRS 16 depends on whether or not the contracts were previously identified as leases applying IAS 17 and IFRIC 4.
-
(b) The use of a single discount rate to a portfolio of leases with reasonably similar characteristics.
-
(c) The accounting for operating leases whose period will end before December 31, 2019 as shortterm leases and accordingly, rent expense of $6,072 was recognised in 2019.
-
(d) The exclusion of initial direct costs for the measurement of ‘right-of-use asset’.
-
(e) The use of hindsight in determining the lease term where the contract contains options to extend or terminate the lease.
-
D. The Company calculated the present value of lease liabilities by using the weighted average incremental borrowing interest rate range from 1%.
-
E. The Company recognised lease liabilities which had previously been classified as ‘operating leases’ under the principles of IAS 17, ‘Leases’. The reconciliation between operating lease commitments under IAS 17 measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate and lease liabilities recognised as of January 1, 2019 is as follows:
| follows: | |||
|---|---|---|---|
| Operating lease commitments disclosed by applying IAS 17 as at | |||
| December 31, 2018 | $ | 66,747 |
|
| Less: Short-term leases | ( | 6,072) |
|
| Less: Low-value assets | ( | 1,133) |
|
| Add: Adjustments as a result of a different treatment of extension | |||
| and termination options | 31,811 | ||
| Total lease contracts amount recognised as lease liabilities by applying | |||
| IFRS 16 on January 1, 2019 | $ | 91,353 | |
| Incremental borrowing interest rate at the date of initial application | 1% | ||
| Lease liabilities recognised as at January 1, 2019 by applying IFRS 16 | $ | 89,836 |
(2) Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by
the Company
New standards, interpretations and amendments endorsed by the FSC effective from 2020 are as follows:
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| New Standards,Interpretations and Amendments | Effective date by International Accounting Standards Board |
|---|---|
| Amendment to IAS 1 and IAS 8, ‘Disclosure Initiative-Definition of Material’ Amendments to IFRS 3, ‘Definition of a business’ Amendments to IFRS 9, IAS 39 and IFRS 7, ‘Interest rate benchmark reform’ |
January 1, 2020 January 1, 2020 January 1, 2020 |
The above standards and interpretations have no significant impact to the Company’s financial condition and operating result based on the Company’s assessment.
(3) IFRSs issued by IASB but not yet endorsed by the FSC
New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs as endorsed by the FSC are as follows:
| endorsed by the FSC are as follows: | |
|---|---|
| New Standards,Interpretations and Amendments | Effective date by International Accounting Standards Board |
| Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets between an investor and its associate or joint venture’ IFRS 17, ‘Insurance contracts’ Amendments to IAS 1, ‘Classification of liabilities as current or non- current’ |
To be determined by International Accounting Standards Board January 1, 2021 January 1, 2022 |
The above standards and interpretations have no significant impact to the Company’s financial condition and operating result based on the Company’s assessment.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these parent company only financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
(1) Compliance statement
The parent company only financial statements of the Company have been prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”.
(2) Basis of preparation
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A. Except for the following items, the parent company only financial statements have been prepared under the historical cost convention:
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(a) Financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.
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(b) Financial assets at fair value through other comprehensive income
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(c) Defined benefit liabilities recognised based on the net amount of pension fund assets less present value of defined benefit obligation.
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B. The preparation of financial statements in conformity with International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC (collectively referred herein as the “IFRSs”) requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the parent company only financial statements are disclosed in Note 5.
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(3) Foreign currency translation
The parent company only financial statements are presented in New Taiwan Dollars, which is the Company’s functional and presentation currency.
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A. Foreign currency transactions and balances
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(a) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognised in profit or loss in the period in which they arise.
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(b) Monetary assets and liabilities denominated in foreign currencies at the period end are retranslated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognised in profit or loss.
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(c) Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in other comprehensive income. However, nonmonetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.
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(d) All foreign exchange gains and losses are presented in the statement of comprehensive income within ‘other gains and losses’.
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B. Translation of foreign operations
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(a) The operating results and financial position of all the group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
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i. Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;
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ii. Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and
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iii. All resulting exchange differences are recognised in other comprehensive income.
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- (b) When the foreign operation partially disposed of or sold is a subsidiary, cumulative exchange differences that were recorded in other comprehensive income are proportionately transferred to the non-controlling interest in this foreign operation. In addition, even when the Company retains partial interest in the former foreign subsidiary after losing control of the former foreign subsidiary, such transactions should be accounted for as disposal of all interest in the foreign operation.
(4) Classification of current and non-current items
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A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:
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(a) Assets arising from operating activities that are expected to be realized, or are intended to be sold or consumed within the normal operating cycle;
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(b) Assets held mainly for trading purposes;
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(c) Assets that are expected to be realized within twelve months from the balance sheet date;
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(d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to settle liabilities more than twelve months after the balance sheet date.
The Company classifies assets that do not meet the above criteria as non-current.
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B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:
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(a) Liabilities that are expected to be settle within the normal operating cycle;
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(b) Liabilities arising mainly from trading activities;
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(c) Liabilities that are to be settle within twelve months from the balance sheet date;
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(d) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
The Company classifies liabilities that do not meet the above criteria as non-current.
(5) Cash equivalents
- Cash equivalents refer to short-term highly liquid investments that readily convert to known amount of cash and subject to an insignificant effect of value of changes in rate. Time deposits and money market fund that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.
(6) Financial assets at fair value through profit or loss
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A. Financial assets at fair value through profit or loss are financial assets that are not measured at amortised cost or fair value through other comprehensive income.
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B. On a regular way purchase or sale basis, financial assets at fair value through profit or loss are recognised and derecognised using trade date accounting.
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C. At initial recognition, the Company measures the financial assets at fair value and recognises the transaction costs in profit or loss. The Company subsequently measures the financial assets at fair value, and recognises the gain or loss in profit or loss.
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(7) Financial assets at fair value through other comprehensive income
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A. Financial assets at fair value through other comprehensive income comprise of equity securities which are not held for trading, and for which the Company has made an irrevocable election at initial recognition to recognize changes in fair value in other comprehensive income and debt instruments which meet all of the following criteria:
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(a) The objective of the Company’s business model is achieved both by collecting contractual cash flows and selling financial assets; and
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(b) The assets’ contractual cash flows represents solely payments of principal and interest.
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B. On a regular way purchase or sale basis, financial assets at fair value through other comprehensive income are recognised and derecognised using trade date accounting.
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C. At initial recognition, the Company measures the financial assets at fair value plus transaction costs. The Company subsequently measures the financial assets at fair value: The changes in fair value of equity investments that were recognised in other comprehensive income are reclassified to retained earnings and are not reclassified to profit or loss following the derecognition of the investment. Dividends are recognised as revenue when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Company and the amount of the dividend can be measured reliably.
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(8) Accounts and notes receivable
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A. Accounts and notes receivable entitle the Company a legal right to receive consideration in exchange for transferred goods or rendered services.
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B. The short-term accounts and notes receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.
(9) Impairment of financial assets
- For financial assets measured at amortised cost including accounts receivable that have a significant financing component, at each reporting date, the Company recognises the impairment provision for 12 months expected credit losses if there has not been a significant increase in credit risk since initial recognition or recognises the impairment provision for the lifetime expected credit losses (ECLs) if such credit risk has increased since initial recognition after taking into consideration all reasonable and verifiable information that includes forecasts. On the other hand, for accounts receivable or contract assets that do not contain a significant financing component, the Company recognises the impairment provision for lifetime ECLs.
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(10) Inventories
Inventories are stated at the lower of cost and net realizable value. Cost is determined using the weighted-average method. The cost of finished goods and work-in-progress comprises raw materials, direct labour, other direct costs and related production overheads. The item-by-item approach is used in applying the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and applicable variable selling expenses.
(11) Investments accounted for using the equity method / Subsidiaries
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A. Subsidiaries are all entities (including structured entities) controlled by the Company. The Company controls an entity when the Company is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
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B. Inter-company transactions, balances and unrealised gains or losses on transactions between the Company and its subsidiaries are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Company.
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C. The Company’s share of its subsidiaries’ post-acquisition profits or losses is recognised in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. When the Company’s share of losses in a subsidiary equals or exceeds its interest in the subsidiary, the Company continues to recognise the losses in proportion to the ownership.
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D. Changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity.
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E. When the Company loses control of a subsidiary, the Company remeasures any investment retained in the former subsidiary at its fair value. That fair value is regarded as the fair value on initial recognition of a financial asset or the cost on initial recognition of the associate or joint venture. Any difference between fair value and carrying amount is recognised in profit or loss. All amounts previously recognised in other comprehensive income in relation to the subsidiary are reclassified to profit or loss on the same basis as would be required if the related assets or liabilities were disposed of. That is, when the Company loses control of a subsidiary, all gains or losses previously recognised in other comprehensive income in relation to the subsidiary should be reclassified from equity to profit or loss, if such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of.
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F. Pursuant to the “Rules Governing the Preparation of Financial Statements by Securities Issuers,” profit (loss) of the current period and other comprehensive income in the parent company only financial statements shall equal to the amount attributable to owners of the parent in the consolidated financial statements. Owners’ equity in the parent company only financial statements shall equal to equity attributable to owners of the parent in the consolidated financial statements.
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(12) Property, plant and equipment
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A Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalised.
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B. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.
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C. Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Each part of an item of property, plant, and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.
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D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each balance sheet date. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change. The estimated useful lives of property, plant and equipment are as follows:
Buildings and structures 5~55 years Machinery and equipment 2~10 years Other properties (include transportation equipment, office equipment, 2~10 years and leasehold improvements)
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(13) Leasing arrangements (lessee) - right-of-use assets/ lease liabilities Effective 2019 (modified retrospective approach)
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A. Leases are recognised as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Group. For short-term leases or leases of lowvalue assets, lease payments are recognised as an expense on a straight-line basis over the lease term.
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B. Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the incremental borrowing interest rate. Lease payments are mainly fixed payments, less any fixed payments that can be received.
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The Group subsequently measures the lease liability at amortised cost using the interest method and recognises interest expense over the lease term. The lease liability is remeasured and the amount of remeasurement is recognised as an adjustment to the right-of-use asset when there are changes in the lease term or lease payments and such changes do not arise from contract modifications.
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C. At the commencement date, the right-of-use asset is stated at cost mainly comprising the amount of the initial measurement of lease liability.
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The right-of-use asset is measured subsequently using the cost model and is depreciated from the commencement date to the earlier of the end of the asset’s useful life or the end of the lease term. When the lease liability is remeasured, the amount of remeasurement is recognised as an adjustment to the right-of-use asset.
(14) Operating leases (lessee)
Prior to 2018
Payments made under an operating lease (net of any incentives received from the lessor) are recognised in profit or loss on a straight-line basis over the lease term.
(15) Impairment of non-financial assets
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The Company assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. When the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortised historical cost would have been if the impairment had not been recognised.
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(16) Borrowings
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Borrowings comprise long-term and short-term bank borrowings. Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.
(17) Notes and accounts payable
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A. Accounts payable are liabilities for purchases of raw materials, goods or services and notes payable are those resulting from operating and non-operating activities.
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B. The short-term notes and accounts payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.
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(18) Financial liabilities at fair value through profit or loss
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A. Financial liabilities are classified in this category of held for trading if acquired principally for the purpose of repurchasing in the short-term. Derivatives are also categorised as financial liabilities held for trading unless they are designated as hedges.
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B. At initial recognition, the Company measures the financial liabilities at fair value. All related transaction costs are recognised in profit or loss. The Company subsequently measures these financial liabilities at fair value with any gain or loss recognised in profit or loss.
(19) Provisions
Provisions (including warranties and contingent liabilities from business combinations, etc.) are recognised when the Company has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be reliably estimated. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation on the balance sheet date, which is discounted using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the obligation. When discounting is used, the increase in the provision due to passage of time is recognised as interest expense. Provisions are not recognised for future operating losses.
(20) Employee benefits
- A. Short-term employee benefits
Sort-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees, and should be recognized as expense in that period when the employees render service.
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B. Pensions
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(a) Defined contribution plans
For defined contribution plans, the contributions are recognised as pension expense when they are due on an accrual basis. Prepaid contributions are recognised as an asset to the extent of a cash refund or a reduction in the future payments.
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(b) Defined benefit plans
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i. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Company in current period or prior periods. The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets, together with adjustments for unrecognised past service costs. The net defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest rates of government bonds (at the balance sheet date).
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- ii. Remeasurement arising on defined benefit plans are recognised in other comprehensive income in the period in which they arise and are recorded as retained earnings.
- iii. Past service costs are recognised immediately in profit or loss.
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C. Termination benefits
- Termination benefits are employee benefits provided in exchange for the termination of employment as a result from either the Company’s decision to terminate an employee’s employment before the normal retirement date, or an employee’s decision to accept an offer of redundancy benefits in exchange for the termination of employment. The Company recognizes expense as it can no longer withdraw an offer of termination benefits or it recognises relating restructuring costs, whichever is earlier. Benefits that are expected to be due more than 12 months after balance sheet date shall be discounted to their present value.
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D. Employees’ bonus and directors’ and supervisors’ remuneration
- Employees’ remuneration and directors’ and supervisors’ remuneration are recognised as expense and liability, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates. If employee compensation is distributed by shares, the Company calculates the number of shares based on the closing price at the previous day of the board meeting resolution.
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(21) Income tax
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A. The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or items recognised directly in equity, in which cases the tax is recognised in other comprehensive income or equity.
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B. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.
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C. Deferred income tax is recognised, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the parent company only balance sheet. However, the deferred income tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in
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the foreseeable future. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
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D. Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. At each balance sheet date, unrecognised and recognised deferred income tax assets are reassessed.
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E. Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. Deferred income tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realise the asset and settle the liability simultaneously.
(22) Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or stock options are shown in equity as a deduction, net of tax, from the proceeds.
(23) Dividends
Dividends are recorded in the Company’s financial statements in the period in which they are approved by the Company’s shareholders. Cash dividends are recorded as liabilities.
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(24) Revenue recognition
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A. Sales of goods
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(a) The Company manufactures and sells motherboards, graphic cards, a variety of computer hardware, and electronic components. Sales are recognised when control of the products has transferred, being when the products are delivered to the customer, the customer has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customers’ acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and the customer has accepted the products in accordance with the sales contract, or the Company has objective evidence that all criteria for acceptance have been satisfied.
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(b) Revenue from the products is recognised based on the price specified in the contract, net of the estimated value added tax, returns and volume discounts and rebates. The volume discounts to the customers are estimated based on the anticipated annual sales quantities and the right of return for defective products is estimated on the basis of historical experience. Revenue is only recognised to the extent that it is highly probable that a significant reversal will not occur. The estimation is subject to an assessment at each reporting date. A refund liability is recognised for expected volume discounts payable to customers in relation to sales made until the end of the reporting period. The period between the transfer of the promised
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goods or services to the customer and payment by the customer does not exceed one year. As
a result, the Company does not adjust any of the transaction prices for the time value of money.
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(c) The Company’s obligation to provide a refund for faulty products under the standard warranty terms is recognised as a provision.
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(d) A receivable is recognised when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.
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B. Incremental costs of obtaining a contract
Given that the contractual period lasts less than one year, the Company recognises the incremental costs of obtaining a contract as an expense when incurred although the Company expects to recover those costs.
5. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF
ASSUMPTION UNCERTAINTY
The preparation of these parent company only financial statements requires management to make critical judgements in applying the Company’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. The information is addressed below:
(1) Critical judgements in applying the Company’s accounting policies
- None.
(2) Critical accounting estimates and assumptions
- Evaluation of inventories
As inventories are stated at the lower of cost and net realisable value, the Company must determine the net realisable value of inventories on balance sheet date using judgements and estimates. Due to the rapid technology innovation, the Company evaluates the amounts of normal inventory comsumption, obsolete inventories or inventories without market selling value on balance sheet date, and writes down the cost of inventories to the net realisable value. Such an evaluation of inventories is principally based on the demand for the products within the specified period in the future. Therefore, there might be material changes to the evaluation. As of December 31, 2019, the carrying amount of inventories was $22,756,055.
6. DETAILS OF SIGNIFICANT ACCOUNTS
(1) Cash and cash equivalents
| inventories was $22,756,055. TAILS OF SIGNIFICANT ACCOUNTS Cash and cash equivalents |
||
|---|---|---|
| Cash on hand and petty cash Checking accounts and demand deposits Time deposits |
December31,2019 1,828 $ 8,363,399 516,600 8,881,827 $ |
December31,2018 |
| 2,706 $ 5,468,732 1,508,004 |
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| 6,979,442 $ |
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A. The Company transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.
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B. The Company has no cash and cash equivalents pledged to others.
(2) Financial assets and liabilities at fair value through profit or loss - current
| Asset items Financial assets mandatorily measured at fair value through profit or loss Derivatives – Forward exchange contract Derivatives – Foreign exchange swap Liabilityitems Financial liabilities held for trading Derivatives – Forward exchange contract |
December31,2019 3,660 $ 52,981 56,641 $ December31,2019 24,943 $ |
December31,2018 |
|---|---|---|
| 6,376 $ 7,956 |
||
| 14,332 $ |
||
| December31,2018 | ||
| 5,555 $ |
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A. The Company recognised net (loss) gain of ($21,390) and $103,483 for the years ended December 31, 2019 and 2018, respectively.
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B. The Company entered into contracts relating to derivative financial assets which were not accounted for under hedge accounting. The information is listed below:
December 31, 2019 Contract Amount Notional Principal
| Notional Principal Contract Amount |
|
|---|---|
| Derivative Financial Assets Forward exchange contracts EUR 2,000 〃 GBP 500 〃 KRW 1,156,000 〃 SEK 4,650 〃 JPY 216,310 Foreign exchange swap USD 94,000 〃 CNY 473,584 (In thousands) |
Contractperiod |
| 2019.10.21~2020.02.10 2019.12.09~2020.02.18 2019.12.30~2020.01.15 2019.12.30~2020.02.10 2019.12.04~2020.02.03 2019.11.07~2020.02.24 2019.08.14~2020.05.18 |
Contract Amount
Notional Principal
| 〃 JPY 216,310 Foreign exchange swap USD 94,000 〃 CNY 473,584 Contract Amount Notional Principal |
2019.12.04~2020.02.03 2019.11.07~2020.02.24 2019.08.14~2020.05.18 |
|---|---|
| Derivative Financial Liabilities Forward exchange contracts CAD 8,000 〃 RUB 224,291 〃 EUR 44,000 〃 SEK 2,852 〃 GBP 5,500 〃 AUD 6,500 (In thousands) |
Contractperiod |
| 2019.10.21~2020.03.24 2019.12.05~2020.01.16 2019.10.15~2020.04.08 2019.12.03~2020.01.08 2019.10.17~2020.02.18 2019.10.31~2020.02.24 |
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December 31, 2018
| Derivative Financial Assets | Contract Amount Notional Principal (In thousands) |
Contractperiod |
|---|---|---|
| Forward exchange contracts 〃 〃 Foreign exchange swap Derivative Financial Liabilities |
EUR 6,000 GBP 3,500 AUD 4,200 USD 158,000 Contract Amount Notional Principal (In thousands) |
2018.11.20~2019.01.08 2018.10.22~2019.02.01 2018.11.01~2019.02.01 2018.11.15~2019.02.25 Contractperiod |
| Forward exchange contracts 〃 〃 |
JPY 381,282 EUR 24,000 GBP 1,300 |
2018.11.19~2019.02.01 2018.11.29~2019.02.11 2018.12.20~2019.01.24 |
The Company entered into forward foreign exchange contracts to hedge exchange risk. However, these forward foreign exchange contracts are not accounted under Hedge Accounting.
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C. The Company has no financial assets at fair value through profit or loss pledged to others.
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D. Information relating to credit risk of financial assets at fair value through profit or loss is provided in Note 12(2).
(3) Financial assets at fair value through other comprehensive income
| Items Non-current items: Equity instruments Unlisted stocks Valuation adjustment Total |
December 31,2019 | |
|---|---|---|
| 151,975 $ - 151,975 $ |
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A. The Company has elected to classify equity instruments that are considered to be strategic investments as financial assets at fair value through other comprehensive income. The fair value of such investments amounted to $151,975 at December 31, 2019.
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B. As at December 31, 2019, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the financial assets at fair value through other comprehensive income held by the Company was $151,975.
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C. The Company’s financial assets at fair value through other comprehensive income pledged to others as collateral are not provided.
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D. Information relating to financial assets at fair value through other comprehensive income is provided in Note 12(3).
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(4) Notes and accounts receivable
| Notes and accounts receivable | ||
|---|---|---|
| Notes receivable Accounts receivable Less: Loss allowance ( |
December31,2019 3,929 $ 10,850,453 $ 4,180) ( 10,846,273 $ |
December31,2018 |
| 2,377 $ |
||
| 10,736,495 $ 85 |
||
| 10,736,410 $ |
- A. The ageing analysis of accounts receivable and notes receivable that were past due but not impaired is as follows:
| Not past due 1 to 75 days 76 to 365 days Over 365 days |
Accountsreceivable Notesreceivable 9,415,881 $ 3,929 $ 1,418,600 - 13,174 - 2,798 - 10,850,453 $ 3,929 $ December31,2019 |
Accountsreceivable Notesreceivable 8,711,108 $ 2,377 $ 2,025,254 - 61 - 72 - 10,736,495 $ 2,377 $ December31,2018 |
Accountsreceivable Notesreceivable 8,711,108 $ 2,377 $ 2,025,254 - 61 - 72 - 10,736,495 $ 2,377 $ December31,2018 |
|---|---|---|---|
| Accountsreceivable 9,415,881 $ 1,418,600 13,174 2,798 10,850,453 $ |
Accountsreceivable 8,711,108 $ 2,025,254 61 72 10,736,495 $ |
||
| 2,377 $ |
The above ageing analysis was based on past due date.
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B. As of December 31, 2019 and 2018, accounts receivable and notes receivable were all from contracts with customers. And as of January 1, 2018, the balance of receivables from contracts with customers amounted to $9,860,683.
-
C. Most of the Group’s accounts receivable have been insured or have collateral as security, and the Group will be able to obtain insurance claims or enforce a collateral in case these accounts default..
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D. As of December 31, 2019 and 2018, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the Company’s notes and accounts receivable were $3,929 and $2,377, $10,846,273 and $10,736,410, respectively.
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E. Information relating to credit risk of accounts receivable and notes receivable is provided in Note 12(2).
(5) Inventories
| Raw materials Work in progress Finished goods |
December31,2019 | ||
|---|---|---|---|
| Cost 6,579,127 $ 1,378,828 15,179,947 23,137,902 $ |
Allowance for valuation loss 130,049) ($ 1,311) ( 250,487) ( 381,847) ($ |
Bookvalue | |
| 6,449,078 $ 1,377,517 14,929,460 |
|||
| 22,756,055 $ |
~29~
| Raw materials Work in progress Finished goods |
December31,2018 | |
|---|---|---|
| Cost Allowance for valuation loss 7,536,411 $ 325,737) ($ 1,343,677 1,987) ( 13,914,163 299,476) ( 22,794,251 $ 627,200) ($ |
Bookvalue | |
| 7,210,674 $ 1,341,690 13,614,687 |
||
| 22,167,051 $ |
The cost of inventories recognised as expense for the year:
| The cost of inventories recognised as expense for the year: | |
|---|---|
| 2019 Cost of inventories recognised as expense 105,097,585 $ (Gains on reversal of decline) losses on decline in market value 245,353) ( |
2018 |
| 102,756,311 $ 337,378 |
The Company reversed from a previous inventory write-down and accounted for as reduction of cost of goods sold because parts of inventories which were recognized as expense have been sold in 2019. (6) Investments accounted for using equity method
| Investments accounted for using equity method | ||
|---|---|---|
| MSI PACIFIC INTERNATIONAL HOLDING CO., LTD. MICRO-STAR NETHERLANDS HOLDING B.V. MSI COMPUTER (CAYMAN) CO., LTD. MSI COMPUTER CORP. MSI COMPUTER JAPAN CO., LTD. MSI COMPUTER (AUSTRALIA) PTY. LTD. |
December31,2019 6,686,248 $ 629,384 123,564 36,011 14,531 6,753 7,496,491 $ |
December31,2018 |
| 6,320,046 $ 596,852 127,131 35,562 12,954 6,526 |
||
| 7,099,071 $ |
-
A. Details of the Company’s subsidiaries are provided in Note 4(3) of the Company’s consolidated financial statements as of and for the year ended December 31, 2019.
-
B. For the years ended December 31, 2019 and 2018, investments accounted for using equity method are MSI COMPUTER CORP. 、 MICRO-STAR NETHERLANDS HOLDING B.V. 、 MSI 、 、
-
COMPUTER (CAYMAN) CO., LTD. MSI KOREA CO., LTD. MEGA COMPUTER CO., LTD. and MHK INTERNATIONAL CO., LTD., such investments are recognised based on the investees’ financial statements audited by independent accountants and the portion of above mentioned subsidiaries accounted for using equity method was $88,436 and $28,776, respectively.
-
C. To meet the Group’s operation plan and maintain the capital efficiency, the subsidiary of the Company, MSI PACIFIC INTERNATIONAL HOLDING CO., LTD., reduced its capital on May 3, 2018 by USD 17,000 thousand ; the subsidiary of the Company, MICRO-STAR NETHERLANDS HOLDING B.V., reduced its capital on September 24, 2018 by EUR 3,000 thousand.
~30~
(7) Property, plant and equipment
| At January 1, 2019 Cost Accumulated depreciation 2019 Balance at January 1 Additions Disposals Reclassified Depreciation charge Balance at December 31 At December 31, 2019 Cost Accumulated depreciation At January 1, 2018 Cost Accumulated depreciation 2018 Balance at January 1 Additions Reclassified Depreciation charge Balance at December 31 At December 31, 2018 Cost Accumulated depreciation |
Land 1,331,538 $ - ( 1,331,538 $ 1,331,538 $ - - - - ( 1,331,538 $ 1,331,538 $ - ( 1,331,538 $ Land 1,331,538 $ - ( 1,331,538 $ 1,331,538 $ - - - ( 1,331,538 $ 1,331,538 $ - ( 1,331,538 $ |
Buildings and structures 1,445,791 $ 554,322) ( 891,469 $ 891,469 $ 20,028 - 22,005 31,974) ( 901,528 $ 1,487,824 $ 586,296) ( 901,528 $ Buildings and structures 1,428,338 $ 525,708) ( 902,630 $ 902,630 $ 11,696 5,757 28,614) ( 891,469 $ 1,445,791 $ 554,322) ( 891,469 $ |
Other Machinery assets Total 412,750 $ 300,924 $ 3,491,003 $ 343,443) 230,100) ( 1,127,865) ( 69,307 $ 70,824 $ 2,363,138 $ 69,307 $ 70,824 $ 2,363,138 $ 148,435 130,080 298,543 - ( 2) 2) ( 800 ( 22,805) - 22,380) 40,295) ( 94,649) ( 196,162 $ 137,802 $ 2,567,030 $ 526,019 $ 341,693 $ 3,687,074 $ 329,857) 203,891) ( 1,120,044) ( 196,162 $ 137,802 $ 2,567,030 $ Other Machinery assets Total 400,535 $ 286,827 $ 3,447,238 $ 333,629) 214,493) ( 1,073,830) ( 66,906 $ 72,334 $ 2,373,408 $ 66,906 $ 72,334 $ 2,373,408 $ 18,976 33,591 64,263 - ( 5,757) - 16,575) ( 29,344) 74,533) ( 69,307 $ 70,824 $ 2,363,138 $ 412,750 $ 300,924 $ 3,491,003 $ 343,443) 230,100) ( 1,127,865) ( 69,307 $ 70,824 $ 2,363,138 $ |
|---|---|---|---|
~31~
- (8) Leasing arrangements lessee
Effective 2019 (modified retrospective approach)
-
A. The Group leases various assets including buildings, and other equipment. Rental contracts are typically made for periods of 4 months to 10 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose covenants, but leased assets may not be used as security for borrowing purposes.
-
B. The carrying amount of right-of-use assets and the depreciation charge are as follows:
| Buildings Transportation equipment(Business vehicles) |
December 31,2019 | Year ended December 31,2019 |
|
|---|---|---|---|
| Carryingamount | Depreciation charge | ||
| $ 169,638 9,760 179,398 $ |
$ 58,568 4,167 62,735 $ |
-
C. For the year ended December 31, 2019, the additions to right-of-use assets was $188,292.
-
D. The information on profit and loss accounts relating to lease contracts is as follows:
| Items affecting profit or loss Interest expense on lease liabilities Expense on leases of low-value and short-term assets Expense on variable lease payments |
Year ended December 31,2019 |
|---|---|
| $ 1,603 11,991 37,443 |
-
E. For the year ended December 31, 2019, the Company’s total cash outflow for leases was $113,102.
-
(9) Short-term borrowings
| Short-term borrowings | |||
|---|---|---|---|
| Type ofborrowings Bank borrowings Bank unsecured borrowings Type ofborrowings Bank borrowings Bank unsecured borrowings |
December31,2019 1,500,000 $ December31,2018 3,000,000 $ |
Interest raterange 0.88%~0.90% Interest raterange 0.94%~0.99% |
Collateral |
| None Collateral |
|||
| None |
~32~
(10) Other payables
| Accrued salary and bonus Employee compensation and directors' and supervisors' remuneration Accrued freight Advertising expense payable Accrued molding expense Other accrued expenses |
December 31,2019 922,399 $ 554,500 617,251 355,107 217,077 383,585 3,049,919 $ |
December 31,2018 912,204 $ 564,500 502,979 273,429 164,846 336,554 2,754,512 $ |
|---|---|---|
(11) Pensions
A. (a) The Company has a defined benefit pension plan in accordance with the Labor Standards Law, covering all regular employees’ service years prior to the enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Law. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The Company contributes monthly an amount equal to 2% of the employees’ monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee. Also, the Company would assess the balance in the aforementioned labor pension reserve account by December 31, every year. If the account balance is insufficient to pay the pension calculated by the aforementioned method to the employees expected to qualify for retirement in the following year, the Company will make contributions for the deficit by next March.
(b) The amounts recognised in the balance sheet are as follows:
| Present value of defined benefit obligations Fair value of plan assets Net defined benefit liability |
December31,2019 524,869 $ 302,895) ( 221,974 $ |
December31,2018 |
|---|---|---|
| 502,487 $ 284,878) ( |
||
| 217,609 $ |
~33~
(c) Movements in net defined benefit liabilities are as follows:
| 2019 Balance at January 1 Current service cost Interest expense (income) Remeasurements: Return on plan assets (excluding amounts included in interest income or expense) Change in financial assumptions Experience adjustments Pension fund contribution Paid pension Balance at December 31 2018 Balance at January 1 Current service cost Interest expense (income) Remeasurements: Return on plan assets (excluding amounts included in interest income or expense) Change in financial assumptions Experience adjustments Pension fund contribution Paid pension Balance at December 31 |
Present value of defined benefit obligations |
Fair value of plan assets |
Net defined benefit liability |
||
|---|---|---|---|---|---|
| ( | 502,487 $ 3,710 5,025 511,222 - 15,767 4,224 19,991 - 6,344) 524,869 $ Present value of defined benefit obligations |
284,878) ($ - 2,849) ( 287,727) ( 9,912) ( - - 9,912) ( 11,600) ( 6,344 302,895) ($ Fair value of plan assets |
217,609 $ 3,710 2,176 223,495 9,912) ( 15,767 4,224 10,079 11,600) ( - 221,974 $ Net defined benefit liability |
||
| ( | 470,631 $ 2,764 5,177 478,572 - 5,335 23,774 29,109 - 5,194) 502,487 $ |
267,874) ($ - 2,947) ( 270,821) ( 7,679) ( - - 7,679) ( 11,572) ( 5,194 284,878) ($ |
202,757 $ 2,764 2,230 207,751 7,679) ( 5,335 23,774 21,430 11,572) ( - 217,609 $ |
(d) The Bank of Taiwan was commissioned to manage the Fund of the Company’s defined benefit pension plan in accordance with the Fund’s annual investment and utilisation plan and the “Regulations for Revenues, Expenditures, Safeguard and Utilisation of the Labor Retirement
~34~
Fund” (Article 6: The scope of utilisation for the Fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter, or private placement equity securities, investment in domestic or foreign real estate securitization products, etc.). With regard to the utilisation of the Fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. If the earnings is less than aforementioned rates, government shall make payment for the deficit after being authorized by the Regulator. The Company has no right to participate in managing and operating that fund and hence the Company is unable to disclose the classification of plan assets fair value in accordance with IAS 19 paragraph 142. The composition of fair value of plan assets as of December 31, 2019 and 2018 is given in the Annual Labor Retirement Fund Utilisation Report announced by the government.
(e) The principal actuarial assumptions used were as follows:
| Discount rate Future salary increases |
2019 0.70% 2.75% |
2018 |
|---|---|---|
| 1.00% | ||
| 2.75% |
Assumptions regarding future mortality experience are set based on the fifth round of empirical life tables of the Taiwan life insurance industry..
Because the main actuarial assumption changed, the present value of defined benefit obligation is affected. The analysis was as follows:
| Discount rate | Discount rate | Future salary | Future salary | increases | ||||
|---|---|---|---|---|---|---|---|---|
| Increase 0.25% | Decrease 0.25% | Increase 0.25% | Decrease 0.25% | |||||
| December 31, 2019 | ||||||||
| Effect on present value of | ||||||||
| defined benefit obligation | ($ | 13,187) | $ | 13,680 | $ | 12,065 | ($ | 11,713) |
| December 31, 2018 | ||||||||
| Effect on present value of | ||||||||
| defined benefit obligation | ($ | 13,186) | $ | 13,699 | $ | 12,176 | ($ | 11,802) |
The sensitivity analysis above is based on one assumption which changed while the other conditions remain unchanged. In practice, more than one assumption may change all at once. The method of analysing sensitivity and the method of calculating net pension liability in the balance sheet are the same.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the previous period.
- (f) Expected contributions to the defined benefit pension plans of the Company for the year ending December 31, 2019 amount to $11,628.
~35~
- (g) As of December 31, 2019, the weighted average duration of the retirement plan is 11 years.
| The analysis of timing of the future pension payment was as follows: Within 1 year 1-2 year(s) 2-3 years 3-4 years 4-5 years 6-10 years Over 10 years |
28,485 $ 32,316 35,314 26,862 24,649 134,261 282,604 |
|---|---|
| 564,491 $ |
-
B. (a) Effective July 1, 2005, the Company has established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company contributes monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment.
-
(b) The pension costs under defined contribution pension plans of the Company for the years ended December 31, 2019 and 2018, were $106,892 and $101,745, respectively.
(12) Provisions
| Provisions | ||||
|---|---|---|---|---|
| Warranty | 2019 | 2018 | ||
| At January 1 | $ | 514,601 |
$ | 454,744 |
| Additional provisions | 758,066 | 694,401 | ||
| Used during the period | ( | 693,294) |
( | 634,589) |
| Exchange differences | ( | 36) |
45 | |
| At December 31 | $ | 579,337 | $ | 514,601 |
| Analysis of total provisions: | ||||
| December31,2019 | December31,2018 | |||
| Current | $ | 579,337 | $ | 514,601 |
The Company gives warranties on computer components and personal computers sold. Provision for warranty is estimated based on historical warranty data.
(13) Share capital
As of December 31, 2019, the Company’s authorized capital was $15,000,000 (including 80,000 thousand shares reserved for employee stock options and 150,000 thousand shares reserved for convertible bonds issued by the Company), and the paid-in capital was $8,448,562 with a par value of $10 (in dollars) per share. All proceeds from shares issued have been collected.
(14) Capital surplus
Pursuant to the R.O.C. Company Act, capital surplus arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the
~36~
Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Law requires that the amount of capital surplus to be capitalised mentioned above should not exceed 10% of the paid-in capital each year. Capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.
(15) Retained earnings
-
A. Under the Company's Articles of Incorporation, the current year's earnings, if any, shall first be used to pay all taxes and offset prior year's operating losses, then 10% of the remaining amount shall be set aside or reversed as legal reserve. The balance plus unappropriated retained earnings at the beginning of the period shall be appropriated 10%~90% as proposed by the Board of Directors and resolved by the stockholders during their meeting.
-
B. The Company’s dividend policy is summarized below: as the Company operates in a volatile business environment and is in the stable growth stage, except for the Company’s future expansion plans, stockholders’ interest is taken into consideration. The Company appropriated dividends in proportion to total number of shares, dividends could be distributed in stock or cash, and cash dividends shall account for at least 30% of the total dividends distributed.
-
C. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of the Company’s paid-in capital.
-
D. (a) In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.
-
(b) The amounts previously set aside by the Company as special reserve on initial application of IFRSs in accordance with Jin-Guan-Zheng-Fa-Zi Letter No. 1010012865, dated April 6, 2012, shall be reversed proportionately when the relevant assets are used, disposed of or reclassified subsequently. Such amounts are reversed upon disposal or reclassified if the assets are investment property of land, and reversed over the use period if the assets are investment property other than land.
-
E. The appropriations of 2018 and 2017 earnings had been resolved at the stockholders’ meeting on June 14, 2019 and June 15, 2018, respectively as follows:
| Legal reserve Special reserve Cash dividends |
Amount Dividends per share(dollar) 604,113 $ 84,151 3,801,853 4.50 $ 2018 |
Amount Dividends per share(dollar) 493,742 $ 32,333 3,801,852 4.50 $ 2017 |
Amount Dividends per share(dollar) 493,742 $ 32,333 3,801,852 4.50 $ 2017 |
|---|---|---|---|
| Amount 604,113 $ 84,151 3,801,853 |
Amount 493,742 $ 32,333 3,801,852 |
||
| 4.50 $ |
~37~
On June 14, 2019, the Board of Directors proposed cash dividends from capital surplus was $422,429.
The appropriation of 2018 earnings as approved by the stockholders is the same as with the appropriation resolved by the Board of Directors during its meeting on April 30, 2019. Information about earnings appropriation of the Company as resolved by Board of Directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.
- F. For the information relating to employees’ compensation and directors’ and supervisors’ remuneration, please refer to Note 6(20).
(16) Operating revenue
The Company derives revenue from the transfer of goods at a point in time in the following major segment:
| segment: | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Computer and | ||||||||||
| 2019 | peripherals segment | Other | Total | |||||||
| Total segment revenue | $ | 118,735,370 | $ | 5,003 | $ | 118,740,373 | ||||
| Timing of revenue recognition | ||||||||||
| At a point in time | $ | 118,735,370 | $ | 5,003 | $ | 118,740,373 | ||||
| Computer and | ||||||||||
| 2018 | peripherals segment | Other | Total | |||||||
| Total segment revenue | $ | 116,984,622 | $ | 3,800 | $ | 116,988,422 | ||||
| Timing of revenue recognition | ||||||||||
| At a point in time | $ | 116,984,622 | $ | 3,800 | $ | 116,988,422 | ||||
| Other income | ||||||||||
| 2019 | 2018 | |||||||||
| Interest income | $ | 57,384 |
$ | 69,958 |
||||||
| Others | 240,016 | 331,395 | ||||||||
| Total | $ | 297,400 | $ | 401,353 | ||||||
| Other gains and losses | ||||||||||
| 2019 | 2018 | |||||||||
| (Losses) gains on financial assets (liabilities) at fair value | ($ | 21,390) |
$ | 103,483 |
||||||
| through profit or loss | ||||||||||
| Net currency exchange losses | ( | 31,685) |
( | 215,635) |
||||||
| Gains on disposal of property, | plant | and equipment | 11 | 300 | ||||||
| Miscellaneous disbursement | 2,200 | ( | 7,755) |
|||||||
| Total | ($ | 50,864) | ($ | 119,607) |
(17) Other income
(18) Other gains and losses
~38~
(19) Expenses by nature
| Expenses by nature | ||||||
|---|---|---|---|---|---|---|
| By function By nature |
2019 | 2018 | ||||
| Operating costs |
Operating Expense |
Total | Operating costs |
Operating Expense |
Total | |
| Employee benefit expense | 325,211 $ |
3,488,159 $ |
3,813,370 $ |
253,751 $ |
3,496,989 $ |
3,750,740 $ |
| Depreciation charges | 23,541 | 133,843 | 157,384 | 7,408 | 67,125 | 74,533 |
| Amortized charges | - | 4 | 4 | - | 23 | 23 |
(20) Employee benefit expense
| By function By nature |
2019 | 2019 | 2019 | 2018 | 2018 | 2018 |
|---|---|---|---|---|---|---|
| Operating costs |
Operating Expense |
Total | Operating costs |
Operating Expense |
Total | |
| Wages and salaries | 282,790 $ |
3,064,152 $ |
3,346,942 $ |
227,078 $ |
3,077,748 $ |
3,304,826 $ |
| Labour and health insurance fees |
19,170 | 192,968 | 212,138 | 11,803 | 188,064 | 199,867 |
| Pension costs | 10,050 | 102,728 | 112,778 | 6,493 | 100,246 | 106,739 |
| Directors’ remuneration | 4,811 | 44,689 | 49,500 | 3,989 | 45,511 | 49,500 |
| Otherpersonnel expenses | 8,390 | 83,622 | 92,012 | 4,388 | 85,420 | 89,808 |
| Total | 325,211 $ |
3,488,159 $ |
3,813,370 $ |
253,751 $ |
3,496,989 $ |
3,750,740 $ |
-
A. According to the Articles of Incorporation of the Company, a ratio of distributable net profit of the current year, after covering accumulated losses, shall be distributed as employees’ compensation and directors’ remuneration. The ratio shall be 6%~10% for employees’ compensation and shall not be higher than 1% for directors’ remuneration.
-
B. For the years ended December 31, 2019 and 2018, employees’ compensation was accrued at $505,000 and $515,000, respectively; while directors’ remuneration was both accrued at $49,500. The aforementioned amounts were recognised in salary expenses.
-
The employees’ compensation and directors’ remuneration were estimated and accrued based on distributable profit of the current year for the year ended December 31, 2019. Employees’ compensation and directors’ remuneration of 2018 as resolved at the meeting of Board of Directors were in agreement with those amounts recognised in the 2018 financial statements.
Information about employees’ compensation and directors’ remuneration of the Company as resolved by the Board of Directors and shareholders will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.
~39~
(21) Income tax
A. Income tax expense
(a) Components of income tax expense:
| Income tax A. Income tax expense (a) Components of income tax expense: |
||||||
|---|---|---|---|---|---|---|
| 2019 | 2018 | |||||
| Current tax: | ||||||
| Current tax on profits for the period | $ | 928,953 |
$ | 1,256,305 |
||
| Prior year income tax overestimation | ( | 124,148) |
( | 169,730) |
||
| Total current tax | 804,805 | 1,086,575 | ||||
| Deferred tax: | ||||||
| Origination and reversal of temporary differences | 12,204 | ( | 120,096) |
|||
| Impact of charge in tax rate | - | 21,626 | ||||
| Total deferred tax | 12,204 | ( | 98,470) |
|||
| Income tax expense | $ | 817,009 | $ | 988,105 | ||
| (b) The income tax (charge)/credit relating to components of other comprehensive | income: | |||||
| 2019 | 2018 | |||||
| Remeasurement of defined benefit obligations | $ | 2,016 |
$ | 4,286 |
||
| Impact of charge in tax rate | - | 4,175 | ||||
| $ | 2,016 | $ | 8,461 | |||
| B. Reconciliation between income tax expense and accounting | profit | |||||
| 2019 | 2018 | |||||
| Tax calculated based on profit before tax and | $ | 1,280,844 |
$ | 1,405,847 |
||
| statutory tax rate | ||||||
| Effect from items disallowed by tax regulation | 2,886 | 6,086 | ||||
| Temporary differences not recognised as deferred tax | ( | 137,196) |
( | 83,280) |
||
| liabilities | ||||||
| Effect from investment tax credits | ( | 282,279) |
( | 250,279) |
||
| Additional 10% tax on undistributed earnings | 76,902 | 57,835 | ||||
| Prior year income tax overestimation | ( | 124,148) |
( | 169,730) |
||
| Impact of charge in tax rate | - | 21,626 | ||||
| Income tax expense | $ | 817,009 | $ | 988,105 |
~40~
C. Amounts of deferred tax assets or liabilities as a result of temporary differences, are as follows:
| Temporary differences: -Deferred tax assets: Unrealized losses on inventory valuation Unrealized gross profit Remeasurement of defined benefit obligations Adjustment to unused paid annual leave Unrealized exchange loss Others Subtotal -Deferred tax liabilities: Unrealized exchange gain Unrealized gains on forward exchange contract Subtotal Total |
2019 | 2019 | |
|---|---|---|---|
| January1 125,440 $ 148,181 32,119 5,813 3,462 77,800 392,815 - 1,755) ( 1,755) ( 391,060 $ |
Recognised in profit or loss |
||
| 49,071) ($ 55,084 - 4,187 3,462) ( 6,133 12,871 20,491) ( 4,584) ( 25,075) ( 12,204) ($ |
~41~
| January1 Temporary differences: -Deferred tax assets: Unrealized losses on inventory valuation 49,270 $ Unrealized gross profit 162,601 Remeasurement of defined benefit obligations 23,658 Adjustment to unused paid annual leave 4,942 Unrealized exchange loss - Unrealized losses on forward exchange contract 600 Others 59,310 Subtotal 300,381 -Deferred tax liabilities: Unrealized exchange gain 16,252) ( Unrealized gains on forward exchange contract - Subtotal 16,252) ( Total 284,129 $ |
2018 | 2018 | 2018 | December 31 125,440 $ 148,181 32,119 5,813 3,462 - 77,800 392,815 - 1,755) ( 1,755) ( 391,060 $ |
|
|---|---|---|---|---|---|
| Recognised in profit or loss |
Recognised in other comprehensive income - $ - 8,461 - - - - 8,461 - - - 8,461 $ |
||||
| 76,170 $ 14,420) ( - 871 3,462 600) ( 18,490 83,973 16,252 1,755) ( 14,497 98,470 $ |
-
D. The Company has not recognised taxable temporary differences associated with investment in subsidiaries as deferred tax liabilities. As of December 31, 2019 and 2018, the amounts of temporary difference unrecognized as deferred tax liabilities were $5,042,672 and $4,636,390, respectively.
-
E. The Company’s income tax returns through 2017 have been assessed and approved by the Tax Authority.
-
F. Under the amendments to the Income Tax Act which was promulgated by the President of the Republic of China on February 7, 2018, the Company’s applicable income tax rate was raised from 17% to 20% effective from January 1, 2018. The Company has assessed the impact of the change in income tax rate.
~42~
(22) Earnings per share
| Earnings per share | ||
|---|---|---|
| Basic earnings per share Profit attributable to ordinary shareholders of the parent Diluted earnings per share Profit attributable to ordinary shareholders of the parent Assumed conversion of all dilutive potential ordinary shares Employees compensation Profit attributable to ordinary shareholders of the parent plus assumed conversion of all dilutive potential ordinary shares Basic earnings per share Profit attributable to ordinary shareholders of the parent Diluted earnings per share Profit attributable to ordinary shareholders of the parent Assumed conversion of all dilutive potential ordinary shares Employees compensation Profit attributable to ordinary shareholders of the parent plus assumed conversion of all dilutive potential ordinary shares |
2019 | |
| Retroactively adjusted weighted-average outstanding ordinary Amount after tax shares(in thousands) 5,587,210 $ 844,856 5,587,210 $ 844,856 - 7,378 5,587,210 $ 852,234 2018 |
Earnings per share (in NT dollars) |
|
| 6.61 $ |
||
| 6.56 $ |
||
| Retroactively adjusted weighted-average outstanding ordinary Amount after tax shares(in thousands) 6,041,129 $ 844,856 6,041,129 $ 844,856 - 7,926 6,041,129 $ 852,782 |
Earnings per share (in NT dollars) |
|
| 7.15 $ |
||
| 7.08 $ |
~43~
7. RELATED PARTY TRANSACTIONS
(1) Parent and ultimate controlling party
The Company’s shares are held by public, therefore there is no ultimate parent and controlling party.
(2) Names of related parties and relationship
| Names of related parties and relationship | |
|---|---|
| Names of relatedparties | Relationshipwith the Company |
| MSI COMPUTER (AUSTRALIA) PTY. LTD. [MSI (AUSTRALIA)] MSI COMPUTER CORP. [MSI (LA)] MSI COMPUTER JAPAN CO., LTD. [MSI (JAPAN)] MICRO-STAR NETHERLANDS HOLDING B.V. [MSI (HOLDING)] MSI PACIFIC INTERNATIONAL HOLDING CO., LTD. [MSI(PACIFIC)] MSI COMPUTER SARL [MSI (SARL)] MYSTAR COMPUTER B.V. [MYSTAR] MSI COMPUTER (UK) LTD. [MSI (UK)] MSI KOREA CO., LTD. [MSI (KOREA)] MSI POLSKA SP. Z O.O. [MSI (POLSKA)] MSI ITALY S.R.L. [MSI (ITALY)] MSI COMPUTER EUROPE B.V. [MSI (EUROPE)] LLC MSI COMPUTER [MSI (RUSSIA)] MHK INTERNATIONAL CO., LTD. [MSI (MHK)] MEGA COMPUTER CO., LTD. [MEGA COMPUTER] MSI IBERIA S.L. [MSI IBERIA] MSI (SHENZHEN) CO., LTD. [MSI SHENZHEN] MSI ELECTRONICS (KUNGSHAN) CO., LTD.[MSI ELECTRONICS (KUNGSHAN)] MSI COMPUTER (SHENZHEN) CO., LTD.[MSI COMPUTER (SHENZHEN)] |
Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Second-tier subsidiary Second-tier subsidiary Second-tier subsidiary Second-tier subsidiary Second-tier subsidiary Second-tier subsidiary Second-tier subsidiary Second-tier subsidiary Second-tier subsidiary Second-tier subsidiary Second-tier subsidiary Second-tier subsidiary Second-tier subsidiary Second-tier subsidiary |
(3) Significant related party transactions
A. Sales revenue, net
| nificant related party transactions Sales revenue, net |
||
|---|---|---|
| Sales of goods: MSI (LA) Subsidiaries Total |
2019 16,439,951 $ 11,828,366 28,268,317 $ |
2018 |
| 15,843,711 $ 11,747,224 |
||
| 27,590,935 $ |
The sales price and payment terms to related parties were not significantly different from those sales to third parties.
B. Manufacturing expense - processing costs
| sales to third parties. Manufacturing expense-processing costs |
||
|---|---|---|
| Subsidiary: MSI (PACIFIC) Second-tier Subsidiary: MSI ELECTRONICS (KUNSHAN) MSI COMPUTER (SHENZHEN) |
2019 1,895,512 $ 630,364 1,627,044 4,152,920 $ |
2018 |
| 4,066,892 $ - - |
||
| 4,066,892 $ |
~44~
The Company subcontracts manufacturing to a second-tier subsidiary through first-tier subsidiaries. The transaction model is that the Company provides raw materials, mutually agreed with the second-tier subsidiary to process the products based on quantities, amounts and lead time of orders. The accounts payable would be paid depending on the cash flow situation of the Company. The manner of carrying out the processing trade with the second-tier subsidiary is in accordance with (1998) Tai-Cai-Zheng (6) Letter No. 00747 of Securities and Futures Commission, Ministry of Finance, R.O.C. Starting July 1, 2019, the Company agreed on manufacturing items with second-tier subsidiary directly.
C. Operating expenses - after-sales service and advertisement expense
| Purchases of services: Subsidiaries |
2019 1,769,312 $ |
2018 |
|---|---|---|
| 1,752,337 $ |
The Company recognised the operating expenses monthly based on the number of services provided by subsidiaries and second-tier subsidiaries, with the same credit term available to third parties.
D. Receivables from related parties
| parties. Receivables from related parties |
||
|---|---|---|
| Accounts receivable MSI (LA) Subsidiaries Total |
December 31,2019 5,255,324 $ 1,376,706 6,632,030 $ |
December 31,2018 |
| 4,797,787 $ 1,084,090 |
||
| 5,881,877 $ |
Accounts receivable mainly arises from sales, with the same credit term available to third parties.
E. Other payables
| Other payables | ||
|---|---|---|
| MSI (PACIFIC) Subsidiaries Total |
December31,2019 $ 4,095,703 176,907 4,272,610 $ |
December31,2018 |
| $ 3,508,869 162,892 |
||
| 3,671,761 $ |
The abovementioned other payables mainly arises from processing costs and purchases of services, with the same credit term available to third parties.
(4) Key management compensation
| with the same credit term available to third parties. Key management compensation |
||
|---|---|---|
| Salaries and other short-term employee benefits Post-employment benefits Total |
2019 319,047 $ 1,944 320,991 $ |
2018 |
| 316,453 $ 1,512 |
||
| 317,965 $ |
8. PLEDGED ASSETS
None.
~45~
9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNISED CONTRACT
COMMITMENTS
(1) Contingencies : None.
(2) Commitments : None.
10. SIGNIFICANT DISASTER LOSS
None.
11. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE
None.
12. OTHERS
(1) Capital management
When the Company managing the needs of future working capital, research and development expense and dividends payment based on the factors of its current industrial characteristics and the Company’s future development status to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and maintain an optimal capital structure to increase share value on a long-term basis. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or repurchase outstanding shares.
(2) Financial instruments
A. Financial instruments by category
| ue new shares or repurchase outstanding shares. nancial instruments Financial instruments by category |
||
|---|---|---|
| Financial assets Financial assets at fair value through profit or loss Financial assets mandatorily measured at fair value through profit or loss Financial assets at fair value through other comprehensive income Designation of equity instrument Financial assets at amortised cost Cash and cash equivalents Notes receivable Accounts receivable Other receivables Other financial assets Guarantee deposits paid |
December31,2019 56,641 $ 151,975 8,881,827 3,929 17,478,303 157,760 1,200,000 18,883 27,949,318 $ |
December31,2018 |
| 14,332 $ - 6,979,442 2,377 16,618,287 91,329 728,936 5,592 |
||
| 24,440,295 $ |
~46~
December 31, 2019 December 31, 2018
| December31,2019 | December31,2018 | |
|---|---|---|
| Financial liabilities Financial liabilities at fair value through profit or loss Financial liabilities held for trading Financial liabilities at amortised cost Short-term borrowings Notes payable Accounts payable Other payables Guarantee deposits received Derivative financial assets for hedging |
24,943 $ 1,500,000 - 19,764,458 7,322,529 91,809 28,703,739 $ 179,905 $ |
5,555 $ 3,000,000 200 14,658,805 6,426,273 115,890 |
| 24,206,723 $ |
||
| - $ |
B. Risk management policies
The Company’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk. The Company’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company’s financial position and financial performance.
-
C. Significant financial risks and degrees of financial risks
-
(a) Market risk
Foreign exchange risk
-
i. The Company operates internationally and is exposed to foreign exchange risk arising from various currency exposures, foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations.
-
ii. Management has set up a policy to manage their foreign exchange risk against their functional currency.
-
iii. The Company has certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk.
-
iv. The Company hedges foreign exchange rate by using forward exchange contracts. However, the Company does not adopt hedging accounting. Details of financial assets or liabilities at fair value through profit or loss are provided in Note 6(2).
-
v. The Company’s businesses involve some non-functional currency operations. The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:
~47~
| (Foreign currency: functionalcurrency) Financial assets Monetary items USD: NTD RMB:NTD EUR: NTD KRW:NTD GBP: NTD CAD:NTD RUB: NTD JPY:NTD AUD:NTD Non-monetary items USD: NTD EUR: NTD Financial liabilities Monetary items USD: NTD RMB:NTD EUR: NTD JPY:NTD |
December31,2019 | ||
|---|---|---|---|
| Foreign Currency Amount (In Thousands) 729,998 $ 609,253 58,210 18,048,735 7,794 10,292 444,494 660,692 8,157 228,346 18,737 693,808 1,003,591 13,210 412,320 |
Exchangerate 29.9800 4.3050 33.5900 0.0260 39.3600 22.9900 0.4843 0.2760 21.0050 29.9800 33.5900 29.9800 4.3050 33.5900 0.2760 |
Book Value (NTD) |
|
| 21,885,332 $ 2,622,835 1,955,278 469,267 306,785 236,603 215,268 182,351 171,332 6,845,823 629,384 20,800,378 4,320,458 443,723 113,800 |
~48~
| (Foreign currency: functionalcurrency) Financial assets Monetary items USD: NTD RMB:NTD EUR: NTD CAD:NTD GBP: NTD RUB: NTD KRW:NTD AUD:NTD JPY:NTD Non-monetary items USD: NTD EUR: NTD Financial liabilities Monetary items USD: NTD RMB:NTD EUR: NTD |
December31,2018 | ||
|---|---|---|---|
| Foreign Currency Amount (In Thousands) 600,402 $ 681,497 50,820 16,264 8,128 585,694 7,668,444 7,743 460,616 211,061 16,956 528,120 759,944 11,505 |
Exchangerate 30.7150 4.4720 35.2000 22.5800 38.8800 0.4421 0.0276 21.6650 0.2782 30.7150 35.2000 30.7150 4.4720 35.2000 |
Book Value (NTD) |
|
| 18,441,362 $ 3,047,654 1,788,876 367,252 315,999 258,935 211,649 167,749 128,144 6,482,739 596,852 16,221,204 3,398,468 404,959 |
-
vi. The exchange loss arising from significant foreign exchange variation on the monetary items held by the Company for the years ended December 31, 2019 and 2018, amounted to $31,685 and $215,635, respectively.
-
vii. Analysis of foreign currency market risk arising from significant foreign exchange variation:
~49~
2019
| 2019 | ||||
|---|---|---|---|---|
| Financial assets Monetary items USD: NTD RMB:NTD EUR: NTD KRW:NTD GBP: NTD CAD:NTD RUB: NTD JPY:NTD AUD:NTD Financial liabilities Monetary items USD: NTD RMB:NTD EUR: NTD JPY:NTD Financial assets Monetary items USD: NTD RMB:NTD EUR: NTD CAD:NTD GBP: NTD RUB: NTD KRW:NTD AUD:NTD JPY:NTD Financial liabilities Monetary items USD: NTD RMB:NTD EUR: NTD |
Sensitivityanalysis | Effect on other comprehensive income |
||
| Degree of variation |
Effect on profit or loss (before tax) |
|||
| 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% |
218,853 $ 26,228 19,553 4,693 3,068 2,366 2,153 1,824 1,713 208,004 43,205 4,437 1,138 2018 |
- $ - - - - - - - - - - Effect on other comprehensive income |
||
| Sensitivityanalysis | ||||
| Degree of variation |
Effect on profit or loss (before tax) |
|||
| 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% |
184,414 $ 30,477 17,889 3,673 3,160 2,589 2,116 1,677 1,281 162,212 33,985 4,050 |
- $ - - - - - - - - - - - |
||
~50~
Cash flow and fair value interest rate risk
-
The Group analyses its interest rate exposure on a dynamic basis. Various scenarios are simulated taking into consideration refinancing, renewal of existing positions, alternative financing and hedging. Based on these scenarios, the Group calculates the impact on profit and loss of a defined interest rate shift. For each simulation, the same interest rate shift is used for all currencies. The scenarios are run only for liabilities that represent the major interest-bearing positions.
-
(b) Credit risk
-
i. Credit risk refers to the risk of financial loss to the Company arising from default by the clients or counterparties of financial instruments on the contract obligations. The main factor is that counterparties could not repay in full the accounts receivable cash flow based on the agreed terms.
-
ii. The Company manages their credit risk taking into consideration the entire group’s concern. For banks and financial institutions, only parties with a rating of investment grade are accepted. According to the Company’s credit policy, each local entity in the Company is responsible for managing and analysing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings in accordance with limits set by the management. The utilisation of credit limits is regularly monitored. Credit risk arises from credit exposures to wholesale and retail customers, including outstanding receivables.
-
iii. The Company adopts assumptions, if the contract payments were past due over 90 days based on the terms, there has been a significant increase in credit risk on that instrument since initial recognition.
-
iv. The Company adopts the assumptions under IFRS 9, the default occurs when the contract payments are past due over 150 days.
-
v. The following indicators are used to determine whether the credit impairment of debt instruments has occurred:
-
(i) It becomes probable that the issuer will enter bankruptcy or other financial reorganization due to their financial difficulties;
-
(ii) The disappearance of an active market for that financial asset because of financial difficulties;
-
(iii) Default or delinquency in interest or principal repayments;
-
(iv) Adverse changes in national or regional economic conditions that are expected to cause a default.
-
vi. The Company applies the modified approach using provision matrix, loss rate methodology to estimate expected credit loss under the provision matrix basis.
~51~
-
vii. The Company wrote-off the financial assets, which cannot be reasonably expected to be recovered, after initiating recourse procedures. However, the Group will continue executing the recourse procedures to secure their rights.
-
viii. The Company used the forecastability to adjust historical and timely information to assess the default possibility of debt instrument on December 31, 2019 and 2018.The except credit loss rate of the Company’s overdue accounts receivable was not material as of December 31, 2019 and 2018.
-
ix. The Company applies the simplified approach to provide loss allowance for accounts receivable that have no significant impact. The Company had not recognized related impact for the years ended December 31, 2019 and 2018.
-
(c) Liquidity risk
-
i. Cash flow forecasting is performed in the operating entities of the Company and aggregated by Company treasury. Company treasury monitors rolling forecasts of the Company’s liquidity requirements to ensure it has sufficient cash to meet operational needs. Such forecasting takes into consideration the Company’s internal balance sheet ratio targets and external regulatory or legal requirements.
-
ii. The table below analyses the Company’s non-derivative financial liabilities and netsettled or gross-settled derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date for non-derivative financial liabilities and to the expected maturity date for derivative financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows.
Non-derivative financial liabilities:
| December 31, 2019 Short-term borrowings Accounts payable Other payables Lease liabilities Other financial liabilities |
Less than 1 year |
Between 1 to 2years |
Between 2 to 3years |
Over 3years |
|---|---|---|---|---|
| 1,500,000 $ 19,764,458 7,322,529 75,925 - |
- $ - - 67,262 - |
- $ - - 33,706 - |
- $ - - 5,069 91,809 |
Non-derivative financial liabilities:
| December 31, 2018 Short-term borrowings Notes payable Accounts payable Other payables Other financial liabilities |
Less than 1 year |
Between 1 to 2years |
Between 2 to 3years |
Over 3years |
|---|---|---|---|---|
| 3,000,000 $ 200 14,658,805 6,426,273 21,665 |
- $ - - - - |
- $ - - - - |
- $ - - - 94,225 |
~52~
Derivative financial liabilities
As of December 31, 2019 and 2018, the derivative financial liabilities are foreign exchange contracts that mature within 1 year.
- iii. The Company does not expect the timing of occurrence of the cash flows estimated through the maturity date analysis will be significantly earlier, nor expect the actual cash flow amount will be significantly different.
(3) Fair value information
-
A. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:
-
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability takes place with sufficient frequency and volume to provide pricing information on an on going basis.
-
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
-
Level 3: Unobservable inputs for the asset or liability.
-
B. Financial instruments not measured at fair value
-
The Company’s cash and cash equivalents, notes receivable, accounts receivable, other receivables, other financial assets, guarantee deposits paid, short-term borrowings, notes payable, accounts payable, other payables, and guarantee deposits received are approximate to their fair values. The transaction value information is provided in Note 12(2)A.
| B. | Financial instruments not measured at fair value The Company’s cash and cash equivalents, notes receivable, accounts receivable, other receivables, other financial assets, guarantee deposits paid, short-term borrowings, notes payable, accounts payable, other payables, and guarantee deposits received are approximate to their fair values. The transaction value information is provided in Note 12(2)A. |
Financial instruments not measured at fair value The Company’s cash and cash equivalents, notes receivable, accounts receivable, other receivables, other financial assets, guarantee deposits paid, short-term borrowings, notes payable, accounts payable, other payables, and guarantee deposits received are approximate to their fair values. The transaction value information is provided in Note 12(2)A. |
|---|---|---|
| C. | The related information of financial and non-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities is as follows: December 31, 2019 Level 1 Level 2 Level3 Total Assets: Recurring fair value measurements Financial assets at fair value through profit or loss -Forward exchange contract - $ 3,660 $ - $ 3,660 $ -Foreign exchange swap - 52,981 - 52,981 Financial assets at fair value through other comprehensive income -Equity securities - - 151,975 151,975 Total - $ 56,641 $ 151,975 $ 208,616 $ Liabilities: Recurring fair value measurements Financial liabilities at fair value through profit or loss -Forward exchange contract - $ 24,943 $ - $ 24,943 $ |
|
| 3,660 $ 52,981 151,975 |
||
| 208,616 $ |
||
| 24,943 $ |
~53~
| December 31, 2018 Assets: Recurring fair value measurements Financial assets at fair value through profit or loss -Forward exchange contract -Foreign exchange swap Total Liabilities: Recurring fair value measurements Financial liabilities at fair value through profit or loss -Forward exchange contract |
Level 1 - $ - - $ - $ |
Level 2 6,376 $ 7,956 14,332 $ 5,555 $ |
Level3 - $ - - $ - $ |
Total |
|---|---|---|---|---|
| 6,376 $ 7,956 |
||||
| 14,332 $ |
||||
| 5,555 $ |
-
D. The methods and assumptions the Company used to measure fair value are as follows:
-
(a) When assessing non-standard and low-complexity financial instruments, for example, debt instruments without active market, interest rate swap contracts, foreign exchange swap contracts and options, the Company adopts valuation technique that is widely used by market participants. The inputs used in the valuation method to measure these financial instruments are normally observable in the market.
-
(b) Except for financial instruments with active markets, the fair value of other financial instruments is measured by using valuation techniques or by reference to counterparty quotes.
-
(c) The valuation of derivative financial instruments is based on valuation model widely accepted by market participants, such as present value techniques and option pricing models. Forward exchange contracts are usually valued based on the current forward exchange rate.
-
E. For the years ended December, 2019 and 2018, there was no transfer between Level 1 and Level 2.
-
F. For the years ended December 31, 2019 and 2018, there was no transfer in or out from Level 3.
-
G. The company entrusts an external evaluation agency to evaluate the fair value classified as the third level.
13. SUPPLEMENTARY DISCLOSURES
(1) Significant transactions information
-
A. Loans to others: None.
-
B. Provision of endorsements and guarantees to others: None.
-
C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Please refer to table 1.
-
D. Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company’s paid-in capital: None.
-
E. Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more: None.
~54~
- F. Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more: None.
- G. Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paidin capital or more: Please refer to table 2.
- H. Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more: Please refer to table 3.
- I. Derivative financial instruments undertaken during the year ended December 31, 2019: Please refer to Notes 6(2) and 12(2).
- J. Significant inter-company transactions during the reporting periods: Please refer to table 4.
-
(2) Information on investees (not including investees in Mainland China)
- Names, locations and other information of investee companies (not including investees in Mainland China): Please refer to table 5.
-
(3) Information on investments in Mainland China
-
A. Basic information: Please refer to table 6.
-
B. Significant transactions conducted with investees in Mainland China directly or indirectly through other companies in the third areas: Please refer to table 7.
-
-
OPERATING SEGMENT INFORMATION
-
Not applicable.
~55~
MICRO-STAR INTERNATIONAL CO., LTD. AND SUBSIDIARIES
Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures) For the year ended December 31, 2019
Table 1
Expressed in thousands of NTD (Except as otherwise indicated)
| Securities held by | Marketable securities | Relationship with the securities issuer |
General ledger account | As of December 31,2019 | As of December 31,2019 | As of December 31,2019 | As of December 31,2019 | Footnote |
|---|---|---|---|---|---|---|---|---|
| Number of shares | Book value | Ownership (%) |
Fair value | |||||
| MSI (HOLDING) | CVA ING GROEP | - | Financial assets at fair value through profit or loss - current |
80,000 | 28,726 $ |
- | 28,726 $ |
- |
| MSI (HOLDING) | DAIMLER | - | Financial assets at fair value through profit or loss - current |
20,000 | 33,167 | - | 33,167 | - |
| MSI (HOLDING) | DEUTSCHE POST | - | Financial assets at fair value through profit or loss - current |
30,000 | 34,271 | - | 34,271 | - |
| MICRO-STAR INTERNATIONAL CO., LTD. |
BLUESTACK SYSTEM, INC. | - | Financial assets at fair value through other comprehensive income - non current |
516,052 | 151,975 | - | 151,975 | - |
Table 1 Page 1
MICRO-STAR INTERNATIONAL CO., LTD. AND SUBSIDIARIES
Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more
For the year ended December 31, 2019
| For the year ended December 31, 2019 | For the year ended December 31, 2019 | For the year ended December 31, 2019 | For the year ended December 31, 2019 | For the year ended December 31, 2019 | For the year ended December 31, 2019 | For the year ended December 31, 2019 | For the year ended December 31, 2019 | For the year ended December 31, 2019 | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Table 2 | (Except as otherwise indicated) Expressed in thousands of NTD |
||||||||||
| Transaction company (Note 4) |
Name of the counter party (Note 4) |
Relationship with the counterparty |
Description of the transaction | Description and reasons of difference in transaction terms compared to third party transactions |
Accounts or notes receivable (payable) | Footnote | |||||
| Purchases/(Sales) | Amount (Note 3) |
% of total purchase (sale) |
Credit terms | Unit price | Credit terms | Balance (Note 3) |
% of total accounts or notes receivable/(payable) |
||||
| MICRO-STAR INTERNATIONAL CO., LTD. |
MSI (LA) | Subsidiary | Sales | (16,439,951) $ |
(14) |
80~100 days | Insignificant difference |
Note 1 | 5,255,324 $ |
30 |
- |
| MICRO-STAR INTERNATIONAL CO., LTD. |
MEGA COMPUTER | Second-tier Subsidiary |
Sales | (6,006,849) | (5) | 40-70 days | Insignificant difference |
Note 1 | 1,092,387 | 6 | - |
| MICRO-STAR INTERNATIONAL CO., LTD. |
MYSTAR | Second-tier Subsidiary |
Sales | (1,766,513) | (1) | 40-70 days | Insignificant difference |
Note 1 | 268,427 | 2 | - |
| MICRO-STAR INTERNATIONAL CO., LTD. |
MSI (KOREA) | Second-tier Subsidiary |
Sales | (4,052,002) | (3) | 50-70 days | Insignificant difference |
Note 1 | 16,046 | - | - |
| MEGA COMPUTER | MSI (SHANGHAI) | Affiliated company | Sales | (6,161,555) | (100) | 40-70 days | Insignificant difference |
Note 1 | 1,926,413 | 100 | - |
| MSI (PACIFIC) | MSI COMPUTER (SHENZHEN) |
Subsidiary | Processing overhead | 1,434,356 | 72 | Note 2 | Insignificant difference |
Note 2 | (2,858,031) | (70) | - |
| MSI (PACIFIC) | MSI ELECTRONICS (KUNSHAN) |
Subsidiary | Processing overhead | 538,107 | 27 | Note 2 | Insignificant difference |
Note 2 | (972,705) | (24) | - |
| MSI (PACIFIC) | MICRO-STAR INTERNATIONAL CO., LTD. |
Ultimate parent company |
Revenue from processing |
(1,989,521) | (100) | Note 2 | Insignificant difference |
Note 2 | 4,064,144 | 100 | - |
| MSI (LA) | RAIDEALS | Affiliated company | Sales | (128,149) | (1) | 40-70 days | Insignificant difference |
Note 1 | 6,190 | - | - |
Note 1: The credit terms to third parties are approximately 30 to 120 days. Note 2: Credit terms depend on the financial condition of the paying firm. Note 3: Balances after elimination in conformity with regulations. Note 4: Corresponding transactions are not disclosed.
Table 2 Page 1
MICRO-STAR INTERNATIONAL CO., LTD. AND SUBSIDIARIES
Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more
December 31, 2019
Expressed in thousands of NTD
Table 3
(Except as otherwise indicated)
| Creditor | Counterparty | Relationship with the counterparty |
Balance as of December 31, 2019 |
Turnover rate | Overdue receivables | Overdue receivables | Amount collected subsequent to the balance sheet date |
Allowance for doubtful accounts |
|---|---|---|---|---|---|---|---|---|
| Amount | Action taken | |||||||
| MICRO-STAR INTERNATIONAL CO., LTD. |
MSI (LA) | Subsidiary | $ 5,255,324 | 3.27 | - $ |
- | 2,816,226 $ |
- $ |
| MICRO-STAR INTERNATIONAL CO., LTD. |
MEGA COMPUTER | Second-tier Subsidiary | 1,092,387 | 6.37 | - | - | 382,813 | - |
| MICRO-STAR INTERNATIONAL CO., LTD. |
MYSTAR | Second-tier Subsidiary | 268,426 | 6.29 | - | - | 239,211 | - |
| MSI (PACIFIC) (Note) | MICRO-STAR INTERNATIONAL CO., LTD. |
Ultimate parent company |
4,064,144 | 0.53 | - | - | 559,514 | - |
| MSI COMPUTER (SHENZHEN) (Note) |
MSI (PACIFIC) | Parent Company | 2,858,031 | 0.53 | - | - | 364,021 | - |
| MSI ELECTRONICS (KUNSHAN) (Note) |
MSI (PACIFIC) | Parent Company | 972,705 | 0.64 | - | - | 195,493 | - |
| MSI (B.V.I.) | MSI (PACIFIC) | Parent Company | 140,104 | - | - | - | - | - |
| MEGA COMPUTER | MSI (SHANGHAI) | Affiliated company | 1,926,413 | 3.58 | - | - | 378,840 | - |
Note: Processing overhead receivable.
Table 3 Page 1
MICRO-STAR INTERNATIONAL CO., LTD. AND SUBSIDIARIES
Significant inter-company transactions during the year ended December 31, 2019
Expressed in thousands of NTD
Table 4
(Except as otherwise indicated)
| Table 4 | 合併資產46,184,753 合併營收24,553,252 (Except as otherwise indicated) |
合併資產46,184,753 合併營收24,553,252 (Except as otherwise indicated) |
合併資產46,184,753 合併營收24,553,252 (Except as otherwise indicated) |
合併資產46,184,753 合併營收24,553,252 (Except as otherwise indicated) |
|||
|---|---|---|---|---|---|---|---|
| Number | Company name (Note 4) |
Counterparty (Note 4) |
Relationship | Transaction | |||
| General ledger account | Amount (Note 1) |
Transaction terms | Percentage of consolidated total operating revenues or total assets |
||||
| 0 | MICRO-STAR INTERNATIONAL CO., LTD. |
MSI (KOREA) | Parent company to second-tier subsidiary |
Sales | 4,052,002 $ |
Note 2 | 3.36% |
| 0 | MICRO-STAR INTERNATIONAL CO., LTD. |
MSI (LA) | Parent company to subsidiary | Sales | 16,439,951 | Note 2 | 13.64% |
| 0 | MICRO-STAR INTERNATIONAL CO., LTD. |
MEGA COMPUTER | Parent company to second-tier subsidiary |
Sales | 6,006,849 | Note 2 | 4.99% |
| 0 | MICRO-STAR INTERNATIONAL CO., LTD. |
MYSTAR | Parent company to second-tier subsidiary |
Sales | 1,766,513 | Note 2 | 1.47% |
| 0 | MICRO-STAR INTERNATIONAL CO., LTD. |
MSI (LA) | Parent company to subsidiary | Accounts receivable | 5,255,324 | Note 2 | 8.71% |
| 0 | MICRO-STAR INTERNATIONAL CO., LTD. |
MEGA COMPUTER | Parent company to second-tier subsidiary |
Accounts receivable | 1,092,387 | Note 2 | 1.81% |
| 0 | MICRO-STAR INTERNATIONAL CO., LTD. |
MYSTAR | Parent company to second-tier subsidiary |
Accounts receivable | 268,426 | Note 2 | 0.44% |
| 0 | MICRO-STAR INTERNATIONAL CO., LTD. |
MSI (PACIFIC) | Parent company to subsidiary | Processing cost | 1,895,512 | Note 3 | 1.57% |
| 0 | MICRO-STAR INTERNATIONAL CO., LTD. |
MSI (PACIFIC) | Parent company to subsidiary | Manufacturing and operating expense |
66,080 | Note 3 | 0.05% |
| 0 | MICRO-STAR INTERNATIONAL CO., LTD. |
MSI (JAPAN) | Parent company to subsidiary | Manufacturing and operating expense |
81,319 | Note 2 | 0.07% |
| 0 | MICRO-STAR INTERNATIONAL CO., LTD. |
MSI (KOREA) | Parent company to second-tier subsidiary |
Manufacturing and operating expense |
74,374 | Note 2 | 0.06% |
| 0 | MICRO-STAR INTERNATIONAL CO., LTD. |
MEGA COMPUTER | Parent company to second-tier subsidiary |
Manufacturing and operating expense |
272,264 | Note 2 | 0.23% |
| 0 | MICRO-STAR INTERNATIONAL CO., LTD. |
MSI (PACIFIC) | Parent company to subsidiary | Manufacturing and operating expense |
53,226 | Note 2 | 0.04% |
| 0 | MICRO-STAR INTERNATIONAL CO., LTD. |
MSI (EUROPE) | Parent company to second-tier subsidiary |
Manufacturing and operating expense |
222,778 | Note 2 | 0.18% |
| 0 | MICRO-STAR INTERNATIONAL CO., LTD. |
MYSTAR | Parent company to second-tier subsidiary |
Manufacturing and operating expense |
172,203 | Note 2 | 0.14% |
| 0 | MICRO-STAR INTERNATIONAL CO., LTD. |
MSI (POLSKA) | Parent company to second-tier subsidiary |
Manufacturing and operating expense |
145,120 | Note 2 | 0.12% |
| 0 | MICRO-STAR INTERNATIONAL CO., LTD. |
MSI (MHK) | Parent company to second-tier subsidiary |
Manufacturing and operating expense |
149,473 | Note 2 | 0.12% |
| 0 | MICRO-STAR INTERNATIONAL CO., LTD. |
MSI (RUSSIA) | Parent company to second-tier subsidiary |
Manufacturing and operating expense |
102,039 | Note 2 | 0.08% |
Table 4 Page 1
| Number | Company name (Note 4) |
Counterparty (Note 4) |
Relationship | Transaction | Transaction | Transaction | Transaction |
|---|---|---|---|---|---|---|---|
| General ledger account | Amount (Note 1) |
Transaction terms | Percentage of consolidated total operating revenues or total assets |
||||
| 0 | MICRO-STAR INTERNATIONAL CO., LTD. |
MSI (SARL) | Parent company to second-tier subsidiary |
Manufacturing and operating expense |
85,024 $ |
Note 2 | 0.07% |
| 0 | MICRO-STAR INTERNATIONAL CO., LTD. |
MSI (UK) | Parent company to second-tier subsidiary |
Manufacturing and operating expense |
61,075 | Note 2 | 0.05% |
| 0 | MICRO-STAR INTERNATIONAL CO., LTD. |
MSI (LA) | Parent company to subsidiary | Manufacturing and operating expense |
101,197 | Note 2 | 0.08% |
| 0 | MICRO-STAR INTERNATIONAL CO., LTD. |
MSI ELECTRONICS (KUNSHAN) | Parent company to second-tier subsidiary |
Processing cost | 630,364 | Note 3 | 0.52% |
| 0 | MICRO-STAR INTERNATIONAL CO., LTD. |
MSI COMPUTER (SHENZHEN) | Parent company to second-tier subsidiary |
Processing cost | 1,627,044 | Note 3 | 1.35% |
| 1 | MSI (PACIFIC) | MICRO ELECTRONICS | Subsidiary to second-tier subsidiary |
Accrued expenses payable | 93,304 | Note 3 | 0.15% |
| 1 | MSI (PACIFIC) | MSI (B.V.I.) | Subsidiary to second-tier subsidiary |
Accrued expenses payable | 140,104 | Note 3 | 0.23% |
| 1 | MSI (PACIFIC) | MSI ELECTRONICS (KUNSHAN) | Subsidiary to second-tier subsidiary |
Accrued expenses payable | 972,705 | Note 3 | 1.61% |
| 1 | MSI (PACIFIC) | MSI COMPUTER (SHENZHEN) | Subsidiary to second-tier subsidiary |
Accrued expenses payable | 2,858,031 | Note 3 | 4.74% |
| 1 | MSI (PACIFIC) | MICRO-STAR INTERNATIONAL CO., LTD. |
Subsidiary to parent | Accounts receivable | 4,064,144 | Note 3 | 6.73% |
| 1 | MSI (PACIFIC) | MICRO-STAR INTERNATIONAL CO., LTD. |
Subsidiary to parent | Processing Revenue | 1,989,521 | Note 3 | 1.65% |
| 1 | MSI (PACIFIC) | MSI ELECTRONICS (KUNSHAN) | Subsidiary to second-tier subsidiary |
Processing cost | 495,168 | Note 3 | 0.41% |
| 1 | MSI (PACIFIC) | MSI COMPUTER (SHENZHEN) | Subsidiary to second-tier subsidiary |
Processing cost | 1,400,344 | Note 3 | 1.16% |
| 2 | MEGA COMPUTER | MSI (SHANGHAI) | Second-tier subsidiary to second-tier subsidiary |
Sales | 6,161,555 | Note 2 | 5.11% |
| 2 | MEGA COMPUTER | MSI (SHANGHAI) | Second-tier subsidiary to second-tier subsidiary |
Accounts receivable | 1,926,413 | Note 2 | 3.19% |
| 3 | MSI (LA) | RAIDEALS | Subsidiary to second-tier subsidiary |
Sales | 128,149 | Note 2 | 0.21% |
Note 1: Balances after elimination in conformity with regulations.
Note 2: Transaction terms were approximately the same as those to third parties.
Note 3: Processing overhead was determined based on the quantities, contract amount and delivery time.
Note 4: Individual transactions not exceeding $50,000 and their corresponding transactions are not disclosed.
Table 4 Page 2
MICRO-STAR INTERNATIONAL CO., LTD. AND SUBSIDIARIES
Information on investees (not including investees in Mainland China)
For the year ended December 31, 2019
Expressed in thousands of NTD
Table 5
(Except as otherwise indicated)
| Investor | Investee | Location | Main business activities | Initial investment amount | Initial investment amount | Shares held as at December 31, 2019 | Shares held as at December 31, 2019 | Shares held as at December 31, 2019 | Net profit (loss) of the investee for the year ended December 31, 2019 |
Investment income (loss) recognised by the Company for the year ended December 31, 2019 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at December 31, 2019 |
Balance as at December 31, 2018 |
Number of shares | Ownership (%) |
Book value | |||||||
| MICRO-STAR INTERNATIONAL CO.,LTD. |
MSI (LA) | U.S.A | Sales and maintenance of computers,and electronic components |
258,468 $ |
258,468 $ |
575,458 | 100.00 | 36,011 $ |
1,344 $ |
1,344 $ |
Direct subsidiary |
| MICRO-STAR INTERNATIONAL CO.,LTD. |
MSI (AUSTRALIA) | Australia | Maintenance and after- sales service of computers and electronic components |
57,420 | 57,420 | 221,836 | 100.00 | 6,753 | 444 | 444 | Direct subsidiary |
| MICRO-STAR INTERNATIONAL CO.,LTD. |
MSI (JAPAN) | Japan | Sales support and maintenance of computers and electronic components |
20,411 | 20,411 | 1,400 | 100.00 | 14,531 | 1,737 | 1,737 | Direct subsidiary |
| MICRO-STAR INTERNATIONAL CO.,LTD. |
MSI (PACIFIC) | Cayman Islands |
Holding company | 1,511,382 | 1,511,382 | 30,204,118 | 100.00 | 6,686,248 | 637,111 | 627,111 | Direct subsidiary |
| MICRO-STAR INTERNATIONAL CO.,LTD. |
MSI (HOLDING) | Netherlands | Holding company | 45,724 | 45,724 | 424,000 | 100.00 | 629,384 | 55,869 | 55,869 | Direct subsidiary |
| MICRO-STAR INTERNATIONAL CO.,LTD. |
MSI COMPUTER (CAYMAN) |
Cayman Islands |
Holding company | 99,093 | 99,093 | 50,000 | 100.00 | 123,564 | (526) | (526) | Direct subsidiary |
| MSI (PACIFIC) | MSI (KOREA) | South Korea | Sales and maintenance of computers and electronic components |
24,374 | 24,374 | 80,000 | 100.00 | 281,781 | 23,988 | - | Indirect subsidiary |
| MSI (PACIFIC) | MSI (B.V.I.) | British Virgin Island |
Holding company | 1,784,681 | 1,784,681 | 47,465,071 | 100.00 | 3,966,728 | 358,243 | - | Indirect subsidiary |
| MSI (PACIFIC) | MICRO ELECTRONICS |
British Virgin Island |
Holding company | 1,168,593 | 1,168,593 | 33,315,472 | 100.00 | 2,422,421 | 237,493 | - | Indirect subsidiary |
| MSI (PACIFIC) | STAR INFORMATION |
British Virgin Island |
Holding company | 144,721 | 144,721 | 4,502,601 | 100.00 | 27,461 | (7,397) | - | Indirect subsidiary |
Table 5 Page 1
| Investor | Investee | Location | Main business activities | Initial investment amount | Initial investment amount | Shares held as at December 31, 2019 | Shares held as at December 31, 2019 | Shares held as at December 31, 2019 | Net profit (loss) of the investee for the year ended December 31, 2019 |
Investment income (loss) recognised by the Company for the year ended December 31, 2019 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at December 31, 2019 |
Balance as at December 31, 2018 |
Number of shares | Ownership (%) |
Book value | |||||||
| MSI (PACIFIC) | MEGA TECHNOLOGY |
British Virgin Island |
Holding company | 92,819 $ |
92,819 $ |
3,050,000 | 100.00 | (6,638) $ |
(850) $ |
- | Indirect subsidiary |
| MSI (PACIFIC) | MEGA COMPUTER | Hong Kong | Sales support of computers and electronic components |
- | - | 1 | 100.00 | 6,040 | (370) | $ - | Indirect subsidiary |
| MSI (PACIFIC) | MSI (MHK) | Hong Kong | Sales support of computers and electronic components |
- | - | 1 | 100.00 | 20,678 | 8,131 | - | Indirect subsidiary |
| MSI (HOLDING) | MYSTAR | Netherlands | Sales support of computers and electronic components |
71,353 | 71,353 | - | 100.00 | 146,360 | 17,981 | - | Indirect subsidiary |
| MSI (HOLDING) | MSI (RUSSIA) | Russia | Sales support and maintenance of computers and electronic components |
68,258 | 68,258 | - | 99.00 | 39,891 | 6,482 | - | Indirect subsidiary |
| MSI (HOLDING) | MSI (POLSKA) | Poland | Maintenance and after- sales service of computers and electronic components |
46,077 | 46,077 | - | 99.00 | 33,054 | 1,708 | - | Indirect subsidiary |
| MSI (HOLDING) | MSI (SARL) | France | Sales support of computers and electronic components |
26,646 | 26,646 | - | 100.00 | 52,453 | 4,824 | - | Indirect subsidiary |
| MSI (HOLDING) | MSI (UK) | Britan | Sales support of computers and electronic components |
37,226 | 37,226 | - | 100.00 | 15,598 | 2,952 | - | Indirect subsidiary |
| MSI (HOLDING) | MSI (TURKEY) | Turkey | Sales support of computers and electronic components |
3,229 | 3,229 | - | 99.00 | 80) ( |
- | - | Indirect subsidiary (Note 2) |
| MSI (HOLDING) | MSI (ITALY) | Italy | Sales support of computers and electronic components |
2,153 | 2,153 | - | 100.00 | 2,554 | 1,107 | - | Indirect subsidiary |
| MSI (HOLDING) | MSI (EUROPE) | Netherlands | Logistics services of computers and electronic components |
37,620 | 37,620 | - | 100.00 | 45,162 | 3,590 | - | Indirect subsidiary |
| MSI (HOLDING) | MSI (IBERIA) | Spain | Sales support of computers and electronic components |
5,177 | - | - | 100.00 | 5,805 | 790 | - | Indirect subsidiary |
| MSI (EUROPE) | MSI (RUSSIA) | Russia | Sales support of computers and electronic components |
689 | 689 | - | 1.00 | 537 | 6,482 | - | Indirect subsidiary |
| MSI (EUROPE) | MSI (POLSKA) | Poland | Sales support of computers and electronic components |
467 | 467 | - | 1.00 | 172 | 1,708 | - | Indirect subsidiary |
| MSI (EUROPE) | MSI (TURKEY) | Turkey | Sales support of computers and electronic components |
33 | 33 | - | 1.00 | 26 | - | - | Indirect subsidiary (Note 2) |
| MEGA TECHNOLOGY |
RAIDEALS | U.S.A | Sales support of computers and electronic components |
1,523 | 1,523 | - | 100.00 | 1,690 | 233 | - | Indirect subsidiary |
Note 1: The table is presented in New Taiwan dollars. Except for the initial investment amount is valued at historical exchange rate, the others are valued with exchange rate 1USD=29.98 NTD; 1EUR=33.59 NTD on December 31, 2019 and average rate with 1USD=30.9059 NTD; 1EUR=34.6139 NTD for the year ended December 31, 2019.
Note 2: As of December 31, 2019, the liquidation process has not been completed.
Table 5 Page 2
MICRO-STAR INTERNATIONAL CO., LTD. AND SUBSIDIARIES
Information on investments in Mainland China - Basic information
For the year ended December 31, 2019
Table 6
Expressed in thousands of NTD (Except as otherwise indicated)
| Investee in Mainland China |
Main business activities | Paid-in capital | Investment method | Accumulated amount of remittance from Taiwan to Mainland China as of January 1, 2019 |
Amount remitted from Taiwan to Mainland China/ Amount remitted back to Taiwan for the year ended December 31, 2019 |
Amount remitted from Taiwan to Mainland China/ Amount remitted back to Taiwan for the year ended December 31, 2019 |
Accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2019 |
Net income of investee as of December 31, 2019 |
Ownership held by the Company (direct or indirect) |
Investment income (loss) recognised by the Company for the year ended December 31, 2019 (Note 2) |
Book value of investments in Mainland China as of December 31, 2019 |
Accumulated amount of investment income remitted back to Taiwan as of December 31, 2019 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remitted to Mainland China |
Remitted back to Taiwan |
||||||||||||
| MSI COMPUTER (SHENZHEN) |
Sales and manufacture of computers, and electronic components |
1,726,857 $ |
Note 1 | 1,726,857 $ |
$ - | $ - | 1,726,857 $ |
358,343 $ |
100.00 | 358,343 $ |
3,808,594 $ |
$ - | - |
| MSI ELECTRONICS (KUNSHAN) |
Sales and manufacture of computers, and electronic components |
1,772,675 | Note 1 | 1,772,675 | - | - | 1,772,675 | 235,827 | 100.00 | 235,827 | 2,316,988 | - | - |
| SHENZHEN MEGA INFORMATION |
Examination and maintenance of computers, and electronic components |
23,940 | Note 1 | 23,940 | - | - | 23,940 | 194 | 100.00 | 194 | 21,493 | - | - |
| MSI COMPUTER TRADING (SHENZHEN) |
Sales and maintenance of computers and electronic components |
91,296 | Note 1 | - | - | - | - | (1,082) | 100.00 | (1,082) | (8,328) | - | Note 3 |
| MSI (SHENZHEN) | Sales and maintenance of computers and electronic components |
30,092 | Note 1 | - | - | - | - | (7,662) | 100.00 | (7,662) | 13,834 | - | Note 4 |
| MSI (SHANGHAI) | Sales and maintenance of computers and electronic components |
29,275 | Note 1 | - | - | - | - | 11,614 | 100.00 | 11,614 | (26,334) | - | Note 5 |
| Companyname | Accumulated amount of remittance from Taiwan to Mainland China as of December 31,2019 |
Investment amount approved by the Investment Commission of the Ministry of Economic Affairs(MOEA) |
Ceiling on investments in Mainland China imposed by the Investment Commission of MOEA |
|---|---|---|---|
| MICRO-STAR INTERNATIONAL CO., LTD. | 3,602,547 $ |
3,850,987 $ |
18,607,479 $ |
Note 1: The investments were made indirectly through 100% owned subsidiary of the Company.
Note 2: Evaluated based on audited financial statements of the investee companies. Note 3: The amount of US $3,000 thousand was remitted by the Company's subsidiary, MSI (Pacific), to MSI COMPUTER TRADING (SHENZHEN). Note 4: The amount of US $1,000 thousand was remitted by the Company's subsidiary, MSI (Pacific), to MSI (SHENZHEN).
Note 5: The amount of US $1,000 thousand was remitted by the Company's subsidiary, MSI (Pacific), to MSI (SHANGHAI).
Note 6: In pursuance of Shen-Zi Letter No.09704604680 from the Ministry of Economic Affairs dated August 29, 2008. The amended "Regulations for examination of investments and technical cooperation in Mainland Area" sets the limitation for investments in Mainland China to be higher of net book value or 60% of consolidated net book value.
Note 7: The table is presented in New Taiwan dollars. Except for the initial investment amount is valued at historical exchange rate, the others are valued with exchange rate 1USD=29.98 NTD on December 31, 2018 and average rate with 1USD=30.9059 NTD for the year ended December 31, 2019.
Table 6 Page 1
MICRO-STAR INTERNATIONAL CO., LTD. AND SUBSIDIARIES
Information on investments in Mainland China - Significant transactions conducted with investees in Mainland China directly or indirectly through other companies in third areas
For the year ended December 31, 2019
Table 7
Expressed in thousands of NTD (Except as otherwise indicated)
| Investee in Mainland China |
Sales/(Purchase) | Sales/(Purchase) | Propertytransaction | Propertytransaction | Accounts receivable/(payable) | Accounts receivable/(payable) | Amount of endorsements/guarantees secured with collaterals |
Amount of endorsements/guarantees secured with collaterals |
Accommodation of funds | Accommodation of funds | Others(Note) | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Balance as of December 31,2019 |
% | Balance as of December 31,2019 |
Purpose | Ceiling amount |
Balance as of December 31,2019 |
Interest rate range |
Interest expense | ||
| MSI COMPUTER (SHENZHEN) MSI ELECTRONICS (KUNSHAN) MSI (SHANGHAI) |
$ - - 6,161,555 |
- - 100 |
$ - - - |
- - - |
(2,858,031) (972,705) 1,926,413 |
70) ( 24) ( 100 |
$ - - - |
- - - |
$ - - - |
$ - - - |
- - - |
$ - - - |
1,434,356 538,107 - |
Note: Processing overhead.
Table 7 Page 1
MICRO-STAR INTERNATIONAL CO., LTD. CASH AND CASH EQUIVALENTS DECEMBER 31, 2019
| Table 1 | Expressed in thousands of NTD | Expressed in thousands of NTD | |
|---|---|---|---|
| Items | Summary |
Amount | |
| Cash and cash in banks | |||
| Cash on hand and petty cash | $. | 1,828 | |
| Checking accounts deposits | 838 | ||
| Demand deposits | 4,275,116 | ||
| Foreign exchange deposits | US$91,831 | thousand, conversion rate |
2,753,103 |
| $29.980 | |||
| Others | 1,334,342 | ||
| Time deposits | Interest rate range from 2.49% to 2.79% |
516,600 | |
| $ | 8,881,827 | ||
| (Remainder of page intentionally left blank) |
Table 1, Page 1
MICRO-STAR INTERNATIONAL CO., LTD. ACCOUNTS RECEIVABLE DECEMBER 31, 2019
| Table 2 Customer name |
Summary | Expressed in thousands of NTD Amount Note $.2,564,037 989,303 781,952 568,152 5,947,009 The balance of each customer has not exceeded 5% of the accounts receivable. 4,180 ) $.10,846,273 |
|
|---|---|---|---|
| Non-related parties: AA Company CC Company DD Company FF Company Others Less: Allowance for .bad debts |
( |
(Remainder of page intentionally left blank)
Table 2, Page 1
MICRO-STAR INTERNATIONAL CO., LTD. INVENTORIES
DECEMBER 31, 2019
| Table 3 Items Summary Materials and supplies Work in progress Finished goods Less: Allowance for .inventory valuation .loss |
Expressed in thousands of NTD Amount Cost Net realisable value Note $.6,579,127 $ 6,586,210 1,378,828 1,808,220 .15,179,947 18,372,459 23,137,902 $ 26,766,889 381,847 ) $.22,756,055 |
|
|---|---|---|
| Cost $.6,579,127 1,378,828 .15,179,947 23,137,902 381,847 ) $.22,756,055 |
||
| ( |
(Remainder of page intentionally left blank)
Table 3, P.1
MICRO-STAR INTERNATIONAL CO., LTD. MOVEMENT SUMMARY OF INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD DECEMBER 31, 2019
| Table 4 Name Transaction value of equity investment accounted for using equity method MSI PACIFIC INTERNATIONAL HOLDING CO., LTD. MICRO-STAR NETHERLANDS HOLDING B.V. MSI COMPUTER (AUSTRALIA) PTY. LTD. MSI COMPUTER JAPAN CO., LTD. MSI COMPUTER CORP. MSI COMPUTER (CAYMAN) CO., LTD. |
Openingbalance Number of Shares (per thousand share) Amounts 30,204 $ 6,320,046 424 596,852 222 6,526 1 12,954 575 35,562 50 .127,131 $ 7,099,071 |
Openingbalance Number of Shares (per thousand share) Amounts 30,204 $ 6,320,046 424 596,852 222 6,526 1 12,954 575 35,562 50 .127,131 $ 7,099,071 |
Additions | Additions | Reductions | Reductions | Closingbalance | Closingbalance | Expressed in thousands of NTD Market value price orper share Amounts Price (in NTD) Totalprice Note $.6,686,248 $ 224.81 $.6,790,248 629,384 1484.40 629,384 6,753 30.42 6,753 14,531 14,531.00 14,531 36,011 62.63 36,011 . .123,564 2,471.28 ..123,564 $..7,496,491 $..7,600,491 |
|---|---|---|---|---|---|---|---|---|---|
| Number of Shares (per thousand share) 30,204 424 222 1 575 50 |
Number of Shares (per thousand share) - - - - - - |
Amounts | Amounts | Number of shares (per thousand share) |
Ownership (%) 100% 100% 100% 100% 100% 100% |
||||
Table 4, P.1
Expressed in thousands of NTD
MICRO-STAR INTERNATIONAL CO., LTD. MOVEMENT SUMMARY OF PROPERTY, PLANT AND EQUIPMENT DECEMBER 31, 2019
Table 5
Please refer to the disclosure in note 6(7)
Table 5, P.1
MICRO-STAR INTERNATIONAL CO., LTD. ACCOUNTS PAYABLE DECEMBER 31, 2019
Table 6 Expressed in thousands of NTD Vendor name Summary Amount Note AA Company $ 2,939,825 GG Company 1,014,125 The balances of each expense account has not exceeded 5% of the Others 15,810,508 accounts payable. $ 19,764,458 (Remainder of page intentionally left blank)
Table 6, P.1
MICRO-STAR INTERNATIONAL CO., LTD. OPERATING REVENUE FOR THE YEAR ENDED DECEMBER 31, 2019
| Table 7 | Expressed in thousands of NTD | Expressed in thousands of NTD | |
|---|---|---|---|
| Items | Quantity |
Amount |
Note |
| Computer and accessories | $ 118,740,373 | ||
| (Remainder of page | intentionally left blank) |
Table 7, P.1
MICRO-STAR INTERNATIONAL CO., LTD. OPERATING COST FOR THE YEAR ENDED DECEMBER 31, 2019
| Table 8 Direct material Raw materials at beginning Add: material purchased during the period Less: Raw materials at the end .Cost of raw materials sales .Loss on physical raw materials .Loss on raw materials obsolescence Consumption of materials for the period Overhead Manufacturing Cost Add: work in progress at the beginning Less: work in progress Finished goods cost Add: finished goods at the beginning .Material purchases for the period .Loss on physical finished goods Less: finished goods at the end Cost of sales Add: Cost of raw material sales .Loss on scrapping inventory .Loss on physical inventory .Transfer of warranty costs Less: Gain on reversal of decline in market value Operating costs |
Expressed in thousands of NTD Amount |
Expressed in thousands of NTD Amount |
|---|---|---|
| ( ( ( ( ( ( ( ( |
$ 7,536,411 94,335,959 6,579,127) 2,913,023) 253) 3,669 ) 92,376,298 4,732,666 97,108,964 1,343,677 1,378,828 ) 97,073,813 13,914,163 5,909,529 2,454 ) 15,179,947 ) 101,715,104 2,913,023 3,669 2,707 708,435 245,353 ) $ 105,097,585 |
(Remainder of page intentionally left blank)
Table 8, P.1
MICRO-STAR INTERNATIONAL CO., LTD. MANUFACTURING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2019
| Table 9 | Expressed in thousands of NTD | Expressed in thousands of NTD | |
|---|---|---|---|
| Items | Summary |
Amount |
Note |
| Processing | $ 4,148,374 | ||
| Wages and salaries | 287,601 | ||
| The balances of each | |||
| expense account has not | |||
| exceeded 5% of the | |||
| Other manufacturing | expenses | .296,691 | manufacturing expenses. |
| $ 4,732,666 | |||
| (Remainder of page | intentionally left blank) |
Table 9, P.1
MICRO-STAR INTERNATIONAL CO., LTD. SELLING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 2019
| Table 10 Items Summary Advertisement expense and international brand image expense Freight Wages and salaries Cost of customer service Other expenses (Remainder of page intentionally left |
Expressed in thousands of NTD Amount Note $ 1,839,837 984,634 854,431 311,180 .699,734 The balances of each expense account has not exceeded 5% of the selling expenses. $ 4,689,816 blank) |
Expressed in thousands of NTD Amount Note $ 1,839,837 984,634 854,431 311,180 .699,734 The balances of each expense account has not exceeded 5% of the selling expenses. $ 4,689,816 blank) |
|
|---|---|---|---|
| The balances of each expense account has not exceeded 5% of the selling expenses. |
Table10, P.1
MICRO-STAR INTERNATIONAL CO., LTD. RESEARCH AND DEVELOPMENT EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2019
Table 11 Expressed in thousands of NTD Items Summary Amount Note Wages and salaries $ 1,860,641 Moulds cost 223,906 The balances of each expense account has not exceeded 5% of the research and Others . 852,768 development expenses. $ 2,937,315 (Remainder of page intentionally left blank)
Table11, P.1
MICRO-STAR INTERNATIONAL CO., LTD. EMPLOYEE BENEFITS, DEPRECIATION AND AMORTISATION EXPENSES SUMMARISED BY FUNCTION FOR THE YEAR ENDED DECEMBER 31, 2019 AND 2018
Table 12
Expressed in thousands of NTD
| By function By nature |
2019 | 2019 | 2018 | 2018 | 2018 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Operating costs | Operating expenses | Total | Operating costs | Operating expenses | Total | |||||||||||
| Employee benefit expense | ||||||||||||||||
| Wages and salaries | $ | 282,790 | $ 3,064,152 | $ 3,346,942 | $ | 227,078 | $ 3,077,748 | $ 3,304,826 | ||||||||
| Labor and health insurance fees | 19,170 | 192,968 | 212,138 | 11,803 | 188,064 | 199,867 | ||||||||||
| Pension expense | 10,050 | 102,728 | 112,778 | 6,493 | 100,246 | 106,739 | ||||||||||
| Directors’remuneration | 4,811 | 44,689 | 49,500 | 3,989 | 45,511 | 49,500 | ||||||||||
| Other employee benefit expense | 8,390 | 83,622 | 92,012 | 4,388 | 85,420 | 89,808 | ||||||||||
| $ | 325,211 |
$ 3,488,159 |
$ 3,813,370 |
$ | 253,751 |
$ 3,496,989 |
$ 3,750,740 |
|||||||||
| Depreciation | $ | 23,541 |
$ 133,843 |
$.157,384 |
$ | 7,408 |
$ 67,125 |
$.74,533 |
||||||||
| Amortisation | $ | - | $.4 | $ 4 | $ | - | $.23 | $ 23 |
Note:
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As at December 31, 2019 and 2018, the Company had 2,760 and 2,384 employees, including 3 and 3 non-employee directors, respectively.
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A company whose stock is listed for trading on the stock exchange or over-the-counter securities exchange shall additionally disclose the following information :
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(1) Average employee benefit expense in current year $1,365 (in dollars) ( 『 Total employee benefit expense in current year- Total directors’ remuneration 』 / 『 Number of employee in current year-Number of non-employee directors 』 ) 。
Average employee benefit expense in previous year $1,554 (in dollars) ( 『 Total employee benefit expense in previous year- Total directors’ remuneration 』 / 『 Number of employee in previous year-Number of non-employee directors 』 ) 。
Table12, P.1
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(2) Average employees salaries in current year $1,214 (in dollars) (Total wages and salarie in current year/ 『 Number of employee in current yearNumber of non-employee directors 』 ) 。
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Average employees salaries in previous year $1,388 (in dollars)(Total wages and salarie in previous year/ 『 Number of employee in previous yearNumber of non-employee directors 』 ) 。
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(3) Adjustments of average employees salaries -12.54% ( 『 Average employees salaries in current year-Average employees salaries in previous year 』 / 。
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Average employees salaries in previous year)
Table12, P.2