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NTC — Annual Report 2019
Nov 22, 2019
52061_rns_2019-11-22_d5b976d9-cbff-41ea-8460-3862e01c598c.pdf
Annual Report
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Stock Code:2408
$\mathbf{1}$
(English Translation of Financial Statements and Report Originally Issued in Chinese) NANYA TECHNOLOGY CORPORATION
Financial Statements
With Independent Auditors' Report For the Years Ended December 31, 2019 and 2018
Address: No.98, Nanlin Rd., Dake Vil., Taishan Dist., New Taipei City, Taiwan (R.O.C.) Telephone: (02)2904-5858
The independent auditors' report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' report and financial statements, the Chinese version shall prevail.
Table of contents
| Contents | Page |
|---|---|
| 1. Cover Page | 1 |
| 2. Table of Contents | $\overline{2}$ |
| 3. Independent Auditors' Report | 3 |
| 4. Balance Sheets | 4 |
| 5. Statements of Comprehensive Income | 5 |
| 6. Statements of Changes in Equity | 6 |
| 7. Statements of Cash Flows | 7 |
| 8. Notes to the Financial Statements | |
| Company history (1) |
8 |
| (2) Approval date and procedures of the financial statements |
8 |
| (3) New standards, amendments and interpretations adopted |
$8 \sim 11$ |
| (4) Summary of significant accounting policies |
$11 - 25$ |
| (5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty |
25 |
| Explanation of significant accounts (6) |
$25 - 54$ |
| (7) Related-party transactions |
$54 - 57$ |
| Pledged assets (8) |
57 |
| (9) Commitments and contingencies |
$58 - 59$ |
| (10) Losses Due to Major Disasters | 59 |
| (11) Subsequent Events | 59 |
| $(12)$ Other | 59 |
| (13) Other disclosures | |
| (a) Information on significant transactions | $60 - 61$ |
| (b) Information on investees | 61 |
| (c) Information on investment in mainland China | $61 - 62$ |
| (14) Segment information | 62 |
| List of major account titles | $63 - 72$ |
$\sim$

KPMG
台北市11049信義路5段7號68樓(台北101大樓) Telephone 電話 + 886 (2) 8101 6666 68F., TAIPEI 101 TOWER, No. 7, Sec. 5, Xinyi Road, Taipei City 11049, Taiwan (R.O.C.)
Fax 傳真 + 886 (2) 8101 6667 Internet 網址 kpmg.com/tw

Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Valuation of inventories
Please refer to Notes $4(g)$ , $5(a)$ , and $6(c)$ for details on accounting policy, judgments, and major sources of estimation uncertainty and disclosure information about inventory valuation, respectively.
The Company recognizes a loss from the devaluation of inventories on a quarterly basis based on the lower of cost or net realizable value method. The international market price of DRAM has significantly affected the net realizable value of inventories. Therefore, the evaluation of inventory has been identified as a key audit matter in the financial statements.
The principal audit procedures performed to address the aforementioned key audit matter included understanding the basis adopted by the management in the estimate of net realizable value, and sampling to test the reasonableness of the net realizable value.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with 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 financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the 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 the audit committee) are responsible for overseeing the Company's financial reporting process.
Auditors' Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the 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.

-
- 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.
-
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
- Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on 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 auditors' report to the related disclosures in the 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.
-
- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
- Obtain sufficient and appropriate audit evidence regarding the financial information of the entities of the investments in other entities accounted for using the equity method. We are responsible for the direction, supervision and performance of our audit. Furthermore, we remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the 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.
The engagement partners on the audit resulting in this independent auditors' report are Hui-Chih Ko and Hsin-Yi Kuo.
KPMG
Taipei, Taiwan (Republic of China) February 26, 2020
Notes to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in the Republic of China.
The independent auditors' report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' report and financial statements, the Chinese version shall prevail.
| December 31, 2019 | December 31, 2018 | December 31, 2019 | December 31, 2018 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Assets | Amount | ℅ | Amount | కి | Liabilities and Equity | ≿ Amount |
Amount | ℅ | ||
| Current assets: | Current liabilities: | |||||||||
| Cash and cash equivalents (Note 6(a)) | S | 6,497,820 | 46,338,574 | 23 | 2170 | Accounts payable | Z 2,573,759 |
4,247,638 | N | |
| Notes receivable due from related parties, net (Note 6(b)(p) and 7) | 41,545 | 2180 | Accounts payable to related parties (Note 7) | 133,199 | 332,064 | |||||
| Notes and accounts receivable, net (Notes 6(b)(p)) | 5,074,912 | 6,405,098 | 2200 | Other payables | 6,605,917 | 8,741,863 | ||||
| Accounts receivable due from related parties, net (Notes 6(b)(p) and 7) | 2,391,150 | 3,812,440 | 2220 | Other payables to related parties (Note 7) | 1,258,964 | 21,567,689 | ||||
| Other receivables (Notes 6(h)) | 1,565,121 | 1,303,960 | 2230 | Current tax liabilities | 1,514,804 | 2,455,253 | 2 | |||
| Inventories (Note 6(c)) | 18,072,308 | 12,148,352 | 2280 | Current lease liabilities (Notes 6(j) and 7) | 99,924 | |||||
| Prepayments | 1,633,984 | 1,757,547 | 2399 | Other current liabilities | 80,957 | 1,568 | ||||
| Total current assets | 35,276,840 | $\bar{\mathbf{c}}$ | 71,765,971 | 35 | Total current liabilities | 12,267,524 | 37,346,075 | $\frac{1}{2}$ | ||
| Non-current assets: | Non-Current liabilities: | |||||||||
| Investments accounted for using equity method (Note 6(d)) | 42,627,209 | 26 | 34,242,508 | $\overline{18}$ | 2640 | Net defined benefit liability, non-current (Note 6(k)) | 575,896 | 537,303 | ||
| Property, plant and equipment (Note 6(f)) | 85,513,880 | 52 | 95,339,823 | 47 | 2670 | Other non-current liabilities | 238,467 | 375,362 | ||
| Right-of-use assets (Notes 6(g)) | 99,222 | Total non-current liabilities | 814,363 | 912,665 | ||||||
| Intangible assets | 296,710 | 45,881 | Total liabilities | ∾∣ 13,081,887 |
38,258,740 | $\overline{a}$ | ||||
| Deferred tax assets (Notes 6(1)) | 550,033 | 860,761 | Equity (Note 6(m)): | |||||||
| Long-term lease payments receivable (Note 6(h)) | 875,900 | 3110 | Ordinary share | $\overline{1}$ 30,733,649 |
31,032,389 | $\overline{15}$ | ||||
| Long-term financial lease payments receivable (Note 6(h)) | 689,886 | 3140 | Advance receipts for share capital | 3,475 | 6,488 | |||||
| Other non-current assets | 39,660 | 35,194 | $\blacksquare$ | 3200 | Capital surplus | $\overline{9}$ 32,005,339 |
33,557,005 | $\geq$ | ||
| Total non-current assets | 129,816,600 | 79 | 131,400,067 | $\mathcal{S}$ | 3310 | Legal reserve | ∞ 13,128,412 |
9,192,249 | ||
| 3320 | Special reserve | 273,834 | 39,163 | |||||||
| 3350 | Unappropriated retained earnings | 48 78,054,876 |
94,136,513 | 46 | ||||||
| 3400 | Other equity interest | Ξ (1,041,100) |
(273, 834) | |||||||
| 3500 | Treasury shares | Ξ (1,146,932) |
(2.782.675) | $\ominus$ | ||||||
| Total equity | 92 152,011,553 |
164,907,298 | $\overline{8}$ | |||||||
| Total assets | \$165,093,440 | 릐 | 203,166,038 | 휇 | Total liabilities and equity | 휇 \$165,093,440 |
203,166,038 | 휇 |
1550
1600
1755
1780
1981
1981
1990
$\begin{array}{c} 1100 \ 1160 \ 1170 \ 1180 \ 1200 \ 1310 \ 1410 \ \hline \end{array}$
(English Translation of Financial Statements and Report Originally Issued in Chinese)
Nanya Technology Corporation
Balance Sheets
December 31, 2019 and 2018
(Expressed in Thousands of New Taiwan Dollars)
See accompanying notes to financial statements.
$\hat{\mathcal{A}}$
$\overline{a}$
(English Translation of Financial Statements and Report Originally Issued in Chinese)
NANYA TECHNOLOGY CORPORATION
Statements of Comprehensive Income
For the years ended December 31, 2019 and 2018
(Expressed in Thousands of New Taiwan Dollars, Except Earnings Per Share)
| $\frac{0}{2}$ Amount Amount 4000 Operating revenue (Note $6(p)$ and 7) \$51,475,494 100 84,269,952 5000 Operating costs (Notes $6(c)(f)(g)(k)(l)(q)$ and 7) 35,251,755 68 38,049,640 Gross profit from operations 16,223,739 46,220,312 32 5910 Add: Unrealized profit (loss) from sales (15, 749) (25,381) $\overline{a}$ 5920 Realized profit (loss) on from sales 97,212 25,381 $\blacksquare$ Gross profit from operations 32 16,233,371 46,292,143 Operating expenses (Notes $6(f)(g)(k)(n)(q)$ and 7): 6100 Selling expenses 536,767 -1 643,649 6200 Administrative expenses 3 1,320,266 1,525,170 6300 Research and development expenses 9 4,926,428 4,875,217 Total operating expenses 13 6,783,461 7,044,036 Net operating income 9,449,910 19 39,248,107 Non-operating income and expenses (Notes $6(e)(f)(h)(i)(k)(n)(q)(r)$ ): 7010 Other income 343,548 1,018,622 -1 7020 Other gains and losses, net 229,827 1,203,540 $\blacksquare$ 7050 Finance costs (3, 124) (5,325) $\blacksquare$ 7060 Share of profit of associates accounted for using equity method 1,188,213 $\overline{2}$ 101,594 $\overline{\mathbf{3}}$ Total non-operating income and expenses 2,318,431 1,758,464 7900 Profit before tax 11,208,374 22 41,566,538 Less: Tax expenses (Notes $6(1)$ ) (1,383,775) (3) (2,204,913) Profit 9,824,599 19 39,361,625 8300 Other comprehensive income (Notes $6(l)(m)$ ): 8310 Components of other comprehensive income that will not be reclassified to profit or loss 8311 Remeasurements of the net defined benefit (42,096) (18,096) 8330 Share of other comprehensive income of subsidiaries, and associates for using equity method, components of (10,688) (95, 101) other comprehensive income that will not be reclassified to profit or loss 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss (8, 419) (6,190) $\blacksquare$ Components of other comprehensive income that will not be reclassified to profit or loss (44, 365) (107,007) $\blacksquare$ 8360 Components of other comprehensive income that will be reclassified to profit or loss 8361 Exchange differences on translation of foreign financial statements (1) (758, 303) (140, 573) 8399 Income tax related to components of other comprehensive income that will be reclassified to profit or loss Components of other comprehensive income that will be reclassified to profit or loss (758, 303) (1) (140, 573) 8300 Other comprehensive loss, net (802, 668) (1) (247, 580) Comprehensive income 9,021,931 18 39,114,045 Earnings per share (Note $6(0)$ ) 9750 Basic earnings per share |
2019 | 2018 | |||
|---|---|---|---|---|---|
| ℅ | |||||
| 100 | |||||
| 45 | |||||
| 55 | |||||
| $\blacksquare$ | |||||
| 55 | |||||
| $\overline{2}$ | |||||
| 6 | |||||
| 8 | |||||
| 47 | |||||
| $\mathbf{1}$ | |||||
| -1 | |||||
| $\overline{2}$ | |||||
| 49 | |||||
| (2) | |||||
| 47 | |||||
| 47 | |||||
| 3.23 | 12.80 | ||||
| 9850 Diluted earnings per share 3.19 |
12.38 |
(English Translation of Financial Statements and Report Originally Issued in Chinese)
Nanya Technology Corporation
Statements of Changes in Equity
$\hat{\mathcal{A}}$
For the years ended December 31, 2019 and 2018
(Expressed in Thousands of New Taiwan Dollars)
| Other equity interest | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| entitlement to Certificate of new shares from |
Advance | Unappropriate | differences on translation of Exchange foreign |
Unrealized gains financial assets through other measured at (losses) on fair value |
||||||||
| Ordinary shares |
convertible bond |
share capital receipts for |
surplus Capital |
reserve Legal |
reserve Special |
d retained carnings |
statements financial |
comprehensive income |
equity interest Total other |
Treasury shares |
equity Total |
|
| Balance at January 1, 2018 | 29,639,38 | 223,958 | 27,277,191 | 5,164,057 | 69.734.440 | (39, 163) | (39,163 | 131,999,865 | ||||
| Net profit for the year ended December 31, 2018 | 39,361,625 | 39,361,625 | ||||||||||
| Other comprehensive income for the year ended December 31, 2018 | (12,909) | (140,573) | (94,098) | (234, 671) | (247, 580) | |||||||
| otal comprehensive income (loss) for the year ended December 31, 2018 | 39,348,716 | (140, 573) | (94,098) | (234, 671) | 39,114,045 | |||||||
| Appropriation and distribution of retained earnings: | ||||||||||||
| Legal reserve appropriated | 4,028,192 | (4,028,192) | ||||||||||
| Special reserve appropriated | 39,163 | (39, 163) | ||||||||||
| Cash dividends of ordinary share | (10, 879.288) | (10, 879, 288) | ||||||||||
| Other changes in capital surplus: | ||||||||||||
| Changes in equity of associates accounted for using equity method | ||||||||||||
| Recognized compensation costs on employee stock options | 717,656 | 717,656 | ||||||||||
| Conversion of certificates of bonds-to-share | 223,958 | (223,958) | ||||||||||
| Conversion of convertible bonds | 732,839 | 4,504,323 | 5,237,162 | |||||||||
| Exercise of employee share options | 436,210 | 6,488 | 1,057,830 | 1,500,528 | ||||||||
| Repurchase of treasury share | (2,782,675) | (2,782,675) | ||||||||||
| Balance at December 31, 2018 | 31,032,389 | 6,488 | 33,557,005 | 9,192,249 | 39,163 | 94,136,513 | (179, 736) | (94.098) | (273, 834) | (2,782,675) | 164,907,298 | |
| Net profit for the year ended December 31, 2019 | 9,824,599 | 9,824,599 | ||||||||||
| Other comprehensive income for the year ended December 31, 2019 | (35, 402) | (758, 303) | (8,963) | (767, 266) | (802, 668) | |||||||
| otal comprehensive income (loss) for the year ended December 31, 2019 | 9,789,197 | (758, 303) | (8.963) | (767, 266) | 9,021,931 | |||||||
| Appropriation and distribution of retained earnings: | ||||||||||||
| Legal reserve appropriated | 3.936,163 | (3,936,163) | ||||||||||
| Special reserve appropriated | 234,671 | (234, 671) | ||||||||||
| Cash dividends of ordinary share | (21,700,000) | (21,700,000) | ||||||||||
| Other changes in capital surplus | ||||||||||||
| Changes in equity of associates accounted for using equity method | $\tilde{=}$ | $\hat{=}$ | ||||||||||
| Recognized compensation costs on employee stock options | 150,116 | 150,116 | ||||||||||
| Repurchase of treasury share | (1,029,878) | (1,029,878) | ||||||||||
| Retirement of treasury share | (501, 360) | (2,164,261) | 2,665,621 | |||||||||
| Exercise of employee share options | 202,620 | (3.013) | 462,460 | 662,067 | ||||||||
| Balance at December 31, 2019 | 30,733,649 | $\mid$ | 3,475 | 32,005,339 | 13,128,412 | 273,834 | 78,054,876 | (938, 039) | (103,061) | (1,041,100) | (1,146,932) | 152,011,553 $\mathbf{I}$ |
$\bullet$
(English Translation of Financial Statements and Report Originally Issued in Chinese)
Nanya Technology Corporation
Statements of Cash Flows
For the years ended December 31, 2019 and 2018
(Expressed in Thousands of New Taiwan Dollars)
| 2019 | 2018 | |
|---|---|---|
| Cash flows from (used in) operating activities: | ||
| Profit before tax | 11,208,374 S |
41,566,538 |
| Adjustments: | ||
| Adjustments to reconcile profit (loss): | ||
| Depreciation expense | 14,318,031 | 11,975,216 |
| Amortization expense | 91,126 | 97,298 |
| Net loss on financial liabilities at fair value through profit or loss | 281,107 | |
| Interest expense | 3,124 | 5,325 |
| Interest income | (343, 548) | (1,018,622) |
| Share-based payments | 150,116 | 717,656 |
| Share of profit of subsidiaries and associates accounted for using equity method | (1,188,213) | (101, 594) |
| Gain on disposal of property, plant and equipment | (4, 723) | (16, 859) |
| Gain on disposal of a subsidiary | (497) | |
| Reversal of impairment loss on non-financial assets | (213, 282) | (109, 745) |
| Unrealized gains on sales | 15,749 | 25,381 |
| Realized profit from sales | (25,381) | (97,212) |
| Foreign exchange gain or loss | 124,536 | (46, 120) |
| Total adjustments to reconcile profit (loss) | 12,927,535 | 11,711,334 |
| Changes in operating assets and liabilities: | ||
| Accounts receivable | 2,642,414 | (1, 173, 832) |
| Other receivables | (391,993) | (348, 165) |
| Inventories | (5,923,956) | (5,400,126) |
| Prepayments | 123,620 | (139, 921) |
| Financial liabilities held for trading | (523, 136) | |
| Accounts payable (including related parties) | (429, 964) | 677,569 |
| Other payable (including related parties) | (1,859,005) | 2,420,267 |
| Other current liabilities | 79,389 | (386) |
| Net defined benefit liability | (3,503) | (6, 590) |
| Other non-current liabilities | 9,606 (5,753,392) |
(1, 935) (4,496,255) |
| Total changes in operating assets and liabilities Cash inflow generated from operations |
18,382,517 | 48,781,617 |
| Interest received | 396,063 | 774,111 |
| Interest paid | (191) | (220) |
| Income taxes paid | (2,005,134) | (1,463,411) |
| Net cash flows from operating activities | 16,773,255 | 48,092,097 |
| Cash flows used in investing activities: | ||
| Acquisition of investments accounted for using equity method | (28, 787, 503) | (13, 221, 259) |
| Proceeds from disposal of a subsidiary | 176,868 | |
| Acquisition of property, plant and equipment | (5,490,289) | (20, 418, 433) |
| Proceeds from disposal of property, plant and equipment | 4,723 | 25,743 |
| Increase in refundable deposits | (3,504) | (11,378) |
| Acquisition of intangible assets | (164, 666) | 10,616,574 |
| Decrease in lease and installment receivables | 264,331 | 429,330 |
| Increase in other non-current assets | (9,295) | (5, 569) |
| Dividends received | 210,056 | |
| Net cash flows (used in) from investing activities | (33, 976, 147) | (22, 408, 124) |
| Cash flows used in financing activities: | ||
| (Decrease) increase in guarantee deposits received | (297, 469) | 317,376 |
| Payment of lease liabilities | (184, 115) | |
| Cash dividends paid | (21,700,000) | (10, 879, 288) |
| Exercise of employee share options | 662,067 | 1,500,528 |
| Payments to acquire treasury shares | (1,029,878) | (2, 782, 675) |
| Net cash flows used in financing activities | (22, 549, 395) | (11, 844, 059) |
| Effect of exchange rate changes on cash and cash equivalents | (88, 467) | (127, 381) |
| Net (decrease) increase in cash and cash equivalents | (39, 840, 754) | 13,712,533 |
| Cash and cash equivalents at beginning of period | 46,338,574 | 32,626,041 |
| Cash and cash equivalents at end of period | 6,497,820 \$ |
46,338,574 |
(English Translation of Financial Statements and Report Originally Issued in Chinese) NANYA TECHNOLOGY CORPORATION
Notes to the Financial Statements
For the vears ended December 31, 2019 and 2018
(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)
(1) Company history
Nanya Technology Corporation (the "Company") was legally established with the approval of the Ministry of Economic Affairs on March 4, 1995, with registered address at No.98, Nanlin Road, Dake Vil., Taishan District, New Taipei City, Taiwan. The main operating activities of the Company are researching, developing, manufacturing and selling semiconductor products, and the import and export of its machinery, equipment and raw materials.
(2) Approval date and procedures of the financial statements:
The financial statements were authorized for issuance by the Board of Directors on February 26, 2020.
(3) New standards, amendments and interpretations adopted:
The impact of the International Financial Reporting Standards ("IFRSs") endorsed by the Financial $(a)$ Supervisory Commission, R.O.C. ("FSC") which have already been adopted.
The following new standards, interpretations and amendments have been endorsed by the FSC and are effective for annual periods beginning on or after January 1, 2019.
| New, Revised or Amended Standards and Interpretations | Effective date per IASB |
|---|---|
| IFRS 16 "Leases" | January 1, 2019 |
| IFRIC 23 "Uncertainty over Income Tax Treatments" | January 1, 2019 |
| Amendments to IFRS 9 "Prepayment features with negative compensation" | January 1, 2019 |
| Amendments to IAS 19 "Plan Amendment, Curtailment or Settlement" | January 1, 2019 |
| Amendments to IAS 28 "Long-term interests in associates and joint ventures" | January 1, 2019 |
| Annual Improvements to IFRS Standards 2015-2017 Cycle | January 1, 2019 |
Except for the following items, the Company believes that the adoption of the above IFRSs would not have any material impact on its financial statements. The extent and impact of signification changes are as follows:
$(i)$ IFRS 16"Leases"
IFRS 16 replaces the existing leases guidance, including IAS 17 Leases, IFRIC 4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases – Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease.
The Company applied IFRS 16 using the modified retrospective approach. The details of the changes in accounting policies are disclosed below,
Definition of a lease $1)$
Previously, the Company determined at contract inception whether an arrangement is or contains a lease under IFRIC 4. Under IFRS 16, the Company assesses whether a contract is or contains a lease based on the definition of a lease, as explained in Note $4(k)$ .
On transition to IFRS 16, the Company elected to apply the practical expedient to grandfather the assessment of which transactions are leases. The Company applied IFRS 16 only to contracts that were previously identified as leases. Contracts that were not identified as leases under IAS 17 and IFRIC 4 were not reassessed for whether there is a lease. Therefore, the definition of a lease under IFRS 16 was applied only to contracts entered into or changed on or after January 1, 2019.
$2)$ As a lessee
As a lessee, the Company previously classified its leases as operating or finance leases based on its assessment of whether the lease transferred significantly all of the risks and rewards incidental to ownership of the underlying asset to the Company. Under IFRS 16, the Company recognizes its right-of-use assets and lease liabilities for most leases.
The Company decided to apply the recognition exemptions to the short-term and lowvalue leases of its dormitory, plants, parking lots and office spaces.
Leases classified as operating leases under IAS 17
At transition, lease liabilities were measured at the present value of the remaining lease payments, discounted at the Company's incremental borrowing rate as at January 1, 2019. Right-of-use assets are measured below:
their carrying amount as if IFRS 16 had been applied since the commencement date, discounted using the lessee's incremental borrowing rate at the date of initial application $-$ the Company applied this approach to its land leases.
In addition, the Company used the following practical expedients when applying IFRS 16 to leases.
- Applied a single discount rate to a portfolio of leases with similar characteristics.
- Used hindsight when determining the lease term if the contract contains options to extend or terminate the lease.
$3)$ As a lessor
The Company is not required to make any adjustments on transition to IFRS 16 for leases in which it acts as a lessor. The Company accounted for its leases in accordance with IFRS 16 from the date of initial application.
$4)$ Impacts on financial statements
On transition to IFRS 16, the Company recognized both additional \$300,605 of right-ofuse assets and lease liabilities at the date of initial application. When measuring lease liabilities, the Company discounted lease payments using its incremental borrowing rate at January 1, 2019. The interest rate applied is 1.41%.
The explanation of differences between operating lease commitments disclosed at the end of the annual reporting period immediately preceding the date of initial application. and lease liabilities recognized in the statement of financial position at the date of initial application disclosed as follows:
| January 1, 2019 | ||
|---|---|---|
| Operating lease commitment at December 31, 2018 as disclosed in the Company's financial statements |
£. | 350,955 |
| Recognition exemption for: | ||
| leases of low-value assets | (46,975) | |
| 303,980 | ||
| Discounted using the incremental borrowing rate at January 1, 2019 | S | 300,605 |
$(b)$ The impact of IFRS endorsed by FSC but not yet effective
The following new standards, interpretations and amendments have been endorsed by the FSC and are effective for annual periods beginning on or after January 1, 2020 in accordance with Rule No. 1080323028 issued by the FSC on July 29, 2019:
| Effective date | |
|---|---|
| New, Revised or Amended Standards and Interpretations | per IASB |
| Amendments to IFRS 3 "Definition of a Business" | January 1, 2020 |
| Amendments to IFRS 9, IAS39 and IFRS7 "Interest Rate Benchmark Reform" | January 1, 2020 |
| Amendments to IAS 1 and IAS 8 "Definition of Material" | January 1, 2020 |
The Company assesses that the adoption of the abovementioned standards would not have any material impact on its financial statements.
The impact of IFRS issued by IASB but not yet endorsed by the FSC $(c)$
As of the date, the following IFRSs that have been issued by the International Accounting Standards Board (IASB), but have yet to be endorsed by the FSC:
| Effective date | |
|---|---|
| New, Revised or Amended Standards and Interpretations | per IASB |
| Amendments to IFRS 10 and IAS 28 "Sale or Contribution of Assets Between an Investor and Its Associate or Joint Venture" |
Effective date to be determined by IASB |
| IFRS 17 "Insurance Contracts" | January 1, 2021 |
| Amendments to IAS 1 "Classification of Liabilities as Current or Non-current" | January 1, 2022 |
The Company is evaluating the impact of its initial adoption of the abovementioned standards or interpretations on its financial position and financial performance. The results thereof will be disclosed when the Company completes its evaluation.
Summary of significant accounting policies: $(4)$
The significant accounting policies presented in the financial statements are summarized below. The following accounting policies were applied consistently throughout the periods presented in the financial statements.
Statement of compliance $(a)$
The accompanying financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (hereinafter referred to as the "Regulations").
- Basis of preparation $(b)$
- $(i)$ Basis of measurement
The financial statements have been prepared on a historical cost basis except the net defined benefit liabilities are measured at fair value of the plan assets less the present value of the defined benefit obligation.
(ii) Functional and presentation currency
The functional currency of the Company is determined based on the primary economic environment in which the entities operate. The financial statements are presented in New Taiwan Dollar, which is the Company's functional currency. All financial information presented in New Taiwan Dollar has been rounded to the nearest thousand.
(c) Foreign currency
Foreign currency transactions $(i)$
Transactions in foreign currencies are translated into the respective functional currencies of Group entities at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period, monetary items denominated in foreign currencies are translated into the functional currencies using the exchange rate at that date. Non-monetary items denominated in foreign currencies that are measured at fair value are translated into the functional currency at the exchange rate at the date that the fair value was determined. Nonmonetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the transaction.
Exchange differences are generally recognized in profit or loss.
(ii) Foreign operations
The assets and liabilities of foreign operations are translated to the Company's functional currency at exchange rates at the reporting date. The income and expenses of foreign operations, excluding foreign operations in hyperinflationary economies, are translated to the Company's functional currency at average rate. Foreign currency differences are recognized in other comprehensive income.
When a foreign operation is disposed of such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Company disposes of any part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to noncontrolling interest. When the Company disposes of only part of investment in an associate or joint venture that includes a foreign operation while retaining significant or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.
When the settlement of a monetary item receivable from or payable to a foreign operation is neither planed nor likely in the foreseeable future, foreign currency gains and losses arising from such items are considered to form part of a net investment in the foreign operation and are recognized in other comprehensive income.
(d) Classification of current and non-current assets and liabilities
An asset is classified as current under any one of the following conditions. All other assets are classified as non-current.
- The asset is expected to be realized, or intended to be sold or consumed, in the Company's $(i)$ normal operating cycle;
- (ii) The asset is held primarily for the purpose of trading;
- (iii) The asset is expected to be realized within twelve months after the reporting period; or
- (iv) The asset is cash or a cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
A liability is classified as current under any one of the following conditions. All other liabilities are classified as non-current.
- The liability is expected to be settled in the normal operating cycle; $(i)$
- $(ii)$ The liability is held primarily for the purpose of trading;
- (iii) The liability is due to be settled within twelve months after the reporting period; or
- (iv) The liability does not have any unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by issuing equity instruments do not affect its classification.
- Cash and cash equivalents $(e)$
Cash comprises cash on hand, checks and cash in bank. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits which meet the above definition and are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes are classified under cash equivalents.
$(f)$ Financial instruments
Trade receivables are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Company becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.
- $(i)$ Financial assets
- $1)$ Impairment of financial assets
The Company recognizes loss allowances for expected credit losses (ECL) on financial assets measured at amortized cost (including cash and cash equivalents, notes and trade receivables (including related parties), other receivable, leases receivable, and guarantee deposit paid).
The Company measures loss allowances at an amount equal to lifetime expected credit loss (ECL), except for the following which are measured as 12-month ECL:
Bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.
Loss allowance for note and trade receivables due from related parties are always measured at an amount equal to lifetime ECL.
Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.
12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).
The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Company's historical experience and informed credit assessment as well as forwardlooking information.
The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due.
The Company considers a financial asset to be in default when the financial asset is more than 60 days past due.
ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the Company in accordance with the contract and the cash flows that the Company expects to receive). ECLs are discounted at the effective interest rate of the financial asset.
At each reporting date, the Company assesses whether financial assets carried at amortized cost and debt securities at FVOCI are credit-impaired. A financial asset is ' credit-impaired' when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial assets is credit-impaired includes the following observable data:
a breach of contract such as a default or being more than 60 days past due;
the disappearance of an active market for a security because of financial difficulties.
Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.
The gross carrying amount of a financial asset is written off when the Company has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. The Company individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Company expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company's procedures for recovery of amounts due.
$2)$ Derecognition of financial assets
The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
- $(ii)$ Financial liabilities and equity instruments
- $1)$ Classification of debt or equity
Debt and equity instruments issued by the Company are classified as financial liabilities or equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
$2)$ Treasury shares
When shares recognized as equity are repurchased, the amount of the consideration paid. which includes directly attributable costs, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase in equity, and the resulting surplus or deficit on the transaction is recognized in capital surplus or retained earnings (if the capital surplus is not sufficient to be written down).
$3)$ Compound financial instruments
Compound financial instruments issued by the Company comprise convertible bonds denominated in NTD that can be converted to ordinary shares at the option of the holder, when the number of shares to be issued is fixed and does not vary with changes in fair value.
The liability component of compound financial instruments is initially recognized at the fair value of a similar liability that does not have an equity conversion option. The equity component is initially recognized at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts.
Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortized cost using the effective interest method. The equity component of a compound financial instrument is not remeasured.
Interest related to the financial liability is recognized in profit or loss. On conversion at maturity, the financial liability is reclassified to equity and no gain or loss is recognized.
Financial liabilities $4)$
Financial liabilities are classified as FVTPL. A financial liability is classified as at FVTPL if it is derivative. Financial liabilities at FVTPL are measured at fair value and net gains and losses are recognized in profit or loss.
Derecognition of financial liabilities $5)$
The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
On derecognition of a financial liability, the difference between the carrying amount of a financial liability extinguished and the consideration paid is recognized in profit or loss.
Offsetting of financial assets and liabilities $6)$
Financial assets and financial liabilities are offset and the net amount presented in the statement of balance sheet when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.
(iii) Derivative financial instruments and hedge accounting
The Company holds derivative financial instruments to hedge its foreign currency and interest rate exposures. Embedded derivatives are separated from the host contract and accounted for separately if the host contract is not a financial asset and certain criteria are met.
Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are generally recognized in profit or loss.
Inventories $(g)$
Inventories are measured at the lower of cost and net realizable value. The cost of inventories includes expenditure incurred in acquiring the inventories, production costs and other costs incurred in bringing them to their present location and condition. The cost of inventories is calculated using the weighted-average method. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity.
Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.
Investment in associates $(h)$
Associates are those entities in which the Company has significant influence, but not control, over the financial and operating policies.
Investments in associates are accounted for using the equity method and are recognized initially at cost. The cost of the investment includes transaction costs. The carrying amount of the investment in associates includes goodwill arising from the acquisition less any accumulated impairment losses.
The financial statements include the Company's share of the profit or loss and other comprehensive income of those associates, after adjustments to align their accounting policies with those of the Company, from the date on which significant influence commences until the date on which significant influence ceases. The Company recognizes any changes of its proportionate share in the investee within capital surplus, when an associate's equity changes due to reasons other than profit and loss or comprehensive income, which did not result in changes in actual significant influence.
Gains and losses resulting from transactions between the Company and an associate are recognized only to the extent of unrelated Company's interests in the associate.
When the Company's share of losses of an associate equals or exceeds its interests in an associate, it discontinues recognizing its share of further losses. After the recognized interest is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate.
When the Company subscribes to additional shares in an associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment will differ from the amount of the Company's proportionate interest in the net assets of the associate. The Company records such a difference as an adjustment to investments, with the corresponding amount charged or credited to capital surplus. The aforesaid adjustment should first be adjusted under capital surplus. If the capital surplus resulting from changes in ownership interest is not sufficient, the remaining difference is debited to retained earnings. If the Company's ownership interest is reduced due to the additional subscription to the shares of the associate by other investors, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate will be reclassified to profit or loss on the same basis as would be required if the associate had directly disposed of the related assets or liabilities.
$(i)$ Subsidiaries
The Company accounts for investee companies in which it has a controlling interest using the equity method. The net income, other comprehensive income, and shareholders' equity in the financial reports of the Company and the net income, other comprehensive income, and shareholder's equity that belongs to the Company in the consolidated financial reports should be the same.
The Company accounts for changes in owners' equity of subsidiaries as equity transactions between the two parties of the transaction, provided that control is still exists.
- Property, plant and equipment $(i)$
- Recognition and measurement $(i)$
Items of property, plant and equipment are measured at cost, less accumulated depreciation and any accumulated impairment losses.
Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.
(ii) Subsequent expenditure
Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.
(iii) Depreciation
Depreciation is calculated on the cost of an asset less its residual value and is recognized in profit or loss on a straight-line basis over the estimated useful lives.
If there is reasonable certainty that the lessee will obtain ownership by the end of the lease term, the period of expected use is the useful life of the asset; otherwise, the asset is depreciated over the shorter of the lease term and its useful life.
Land is not depreciated.
The estimated useful lives of significant items of property, plant and equipment has an unlimited useful life and therefore are as follows:
- $1)$ Buildings: 25 years.
- $2)$ Machinery and equipment: 5 to 16 years.
- $3)$ Other equipment: 3 to 15 years.
Depreciation methods, useful lives, and residual values are reviewed at each reporting date and adjusted if appropriate, the change is accounted for as a change in accounting estimate.
$(k)$ Leases
Leases (Policy applicable from January 1, 2019)
Identifying a lease $(i)$
At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether:
- the contract involves the use of an identified asset $-$ this may be specified explicitly or $1)$ implicitly, and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified; and
-
the customer has the right to obtain substantially all of the economic benefits from use of $2)$ the asset throughout the period of use; and
-
the customer has the right to direct the use of the asset throughout the period of use only 3) if either:
- the customer has the right to direct how and for what purpose the asset is used $\bullet$ throughout the period of use; or
- the relevant decisions about how and for what purpose the asset is used are predetermined and:
- the customer has the right to operate the asset throughout the period of use, without the supplier having the right to change those operating instructions; $\alpha r$
- the customer designed the asset in a way that predetermines how and for what purpose it will be used throughout the period of use.
- $(ii)$ As a lessor
The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Company's incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.
Lease payments included in the measurement of the lease liability comprise the following:
- fixed payments, including in-substance fixed payments;
- variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
The lease liability is measured at amortized cost using the effective interest method. It is remeasured when:
- there is a change in future lease payments arising from the change in an index or rate; or
- there is a change in the lease term resulting from a change of its assessment on whether it will exercise an option to purchase the underlying asset, or
- there is a change of its assessment on whether it will exercise a purchase, extension or termination option; or
- there is any lease modifications
When the lease liability is remeasured, other than lease modifications, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.
When the lease liability is remeasured to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease, the Company accounts for the remeasurement of the lease liability by decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognize in profit or loss any gain or loss relating to the partial or full termination of the lease.
The Company has elected not to recognize right-of-use assets and lease liabilities for shortterm leases of dormitory, parking lots and offices that have a lease term of 12 months or less and lease of low-value assets. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
(iii) As a lessor
When the Company acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Company makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Company considers certain indicators such as whether the lease is for the major part of the economic life of the asset.
The Company recognizes a finance lease receivable at an amount equal to its net investment in the lease. Initial direct costs, such as lessors to negotiate and arrange a lease, are included in the measurement of the net investment. The lessor recognizes the interest income over the lease term based on a pattern reflecting a constant periodic rate of return on the lessor's net investment in the lease. The Company recognizes lease payments received under operating leases as income on a straight-line basis over the lease term as part of 'other income'.
Applicable before January 1, 2019
$(i)$ Lessor
Asset under financing lease is recognized on a net basis as lease receivable. Initial direct costs incurred in negotiating and arranging an operating lease are added to the net investment in the leased asset. The finance income is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the receivable.
Lease income from an operating lease is recognized in income on a straight-line basis over the lease term. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset, and recognized as an expense over the lease term on the same basis as the lease income. Incentives granted to the lessee to enter into the operating lease are spread over the lease term on a straight-line basis so that the lease income received is reduced accordingly.
Contingent rents are recognized as income in the period when the lease adjustments are confirmed.
(ii) Lessee
Leases in which the Company assumes substantially all of the risks and rewards of ownership are classified as finance leases. On initial recognition, the lease asset is measured at an amount equal to the lower of its fair value or the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to the asset.
Minimum lease payments made under finance leases are apportioned between the finance cost and the reduction of the outstanding liability. The finance cost is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability
Other leases are operating leases and are not recognized in the Company's balance sheets.
Payments made under operating leases (excluding insurance and maintenance expenses) are recognized in profit or loss on a straight-line basis over the term of the lease. Lease incentives received are recognized as an integral part of the total lease expense, over the term of the lease.
- Intangible assets $(1)$
- Recognition and measurement $(i)$
Intangible assets ,(patents) that are acquired by the Company and have finite useful lives are measured at cost less accumulated amortization and any accumulated impairment losses.
Subsequent expenditure $(ii)$
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is recognized in profit or loss as incurred.
(iii) Amortization
Amortization is calculated over the cost of the asset, less its residual value, and is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, from the date that they are available for use.
The estimated useful lives of patent for current and comparative periods are both $5 \sim 10$ years.
Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
(m) Impairment of non-derivative financial assets
At each reporting date, the Company reviews the carrying amounts of its non-financial assets (other than inventories and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. Goodwill is tested annually for impairment.
For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Goodwill arising from an acquisition about an investment accounted for using the equity method is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.
The recoverable amount of an asset or CGU is value in use fair value less costs to sell.
An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.
Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
Revenue recognition $(n)$
Revenue form contracts with customers is measured based on the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a good or a service to a customer.
The Company manufactures and sells semi-conductor products on the market. The Company recognizes revenue 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 customer's 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 either the customer has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Company has objective evidence that all criteria for acceptance have been satisfied.
A receivable is recognized when the goods are delivered as this is the point in time that the Company has a right to an amount of consideration that is unconditional.
Employee benefits $(0)$
Defined contribution plan $(i)$
Obligations for contributions to defined contribution plans are expensed as the related service is provided.
$(ii)$ Defined benefit plan
The Company's net obligation in respect of defined benefit plans is calculated separately for each the plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets
The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Company, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income, and accumulated in retained earnings. The Company determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Company recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.
(iii) Short-term employee benefits
Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
Share-based payment $(p)$
The grant-date fair value of equity-settled share-based payment arrangements granted to employees is generally recognized as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.
The grant date of a share-based payment is the date which the Board of Directors authorized the price and number of a share based payment.
(q) Income taxes
Income taxes comprise current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes are recognized in profit or loss.
Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables are the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date.
Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes are recognized except for the following:
- Temporary differences on the initial recognition of assets and liabilities in a transaction that is $(i)$ not a business combination and that affects neither accounting nor taxable profits (losses) at the time of the transaction.
- Temporary differences related to investments in subsidiaries that the Company is able to $(i)$ control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future.
Deferred taxes are measured at tax rates that are expected to be applied to temporary differences when they reserve, using tax rates enacted or substantively enacted at the reporting date.
Deferred tax assets and liabilities are offset if the following criteria are met:
- the Company has a legally enforceable right to set off current tax assets against current tax $(i)$ liabilities; and
- the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same $(ii)$ taxation authority on either:
- The same taxable entity; or $\left| \right|$
- Different taxable entities which intend to settle current tax assets and liabilities on a net $2)$ basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
Deferred tax assets are recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefits will be realized; such reductions are reversed when the probability of future taxable profits improve.
Earnings per share $(r)$
The Company discloses the Company's basic and diluted earnings per share attributable to ordinary shareholders of the Company. Basic earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding. Diluted earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding after adjustment for the effects of all potentially dilutive ordinary shares, such as employee stock options and employee compensation.
$(s)$ Operating segments
The Company discloses its information on operating segments in its consolidated financial statements, so it need not disclose such information in its financial statements.
$(5)$ Significant accounting assumptions and judgments, and major sources of estimation uncertainty:
The preparation of the financial statements, in conformity with the Regulation Governing the Preparation of Financial Reports by Securities Issuers, requires management to make judgments, estimates, and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income, and expenses. Actual results may differ from these estimates.
The management continues to monitor its accounting estimates and assumptions. It recognizes any changes in accounting estimates during the period and the impact of those changes in accounting estimates in the next period.
Information about judgments made in applying accounting policies that have the most significant effects on the amounts recognized in the financial statements is as follows:
Valuation of inventories $(a)$
As inventories are stated at the lower of cost or net realizable value, the Company estimates the net realizable value of inventories for obsolescence and unmarketable items at the end of the reporting period and then writes down the cost of inventories to net realizable value. The net realizable value of the inventory is mainly determined based on assumptions as to future demand within a specific time horizon. Due to the rapid industrial transformation, there may be significant changes in the net realizable value of inventories.
(6) Explanation of significant accounts:
(a) Cash and cash equivalents
| December 31, 2019 |
December 31, 2018 |
|
|---|---|---|
| Cash on hand – pretty cash | ||
| Demand deposit and checking accounts | 3,553,628 | 5,550,624 |
| Cash equivalents: | ||
| Time deposits | 2,130,351 | 40,382,900 |
| Commercial paper | 454,300 | 404,150 |
| Repurchase agreements collateralized by corporate bonds | 359,540 | 900 |
| 6,497,820 | 46,338,574 |
(Continued)
Refer to Note 6(s) for the interest rate risk and sensitivity analysis of the financial assets and liabilities of the Company.
(b) Notes and accounts receivable
| December 31, 2019 |
December 31, 2018 |
|
|---|---|---|
| Notes receivable from operating activities | 481 | |
| Notes receivable-related parties from non-operating activities | 41.545 | |
| Accounts receivable (including related parties)-measured at amortized | ||
| cost | 7.466.062 | 10,217,057 |
| 7,507,607 | 10,217,538 |
The Company applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for notes and accounts receivables (including related parties) on December 31, 2019 and 2018. To measure the expected credit losses, notes and accounts receivables (including related parties) have been grouped based on shared credit risk characteristics and the days past due, as well as incorporated forward looking information, including macroeconomic and relevant industry information.
The loss allowance provision as of December 31, 2019 and 2018 was determined as follows:
| December 31, 2019 | ||||
|---|---|---|---|---|
| Due days | Notes and accounts receivables (including) related parties) gross carrying amount |
Weighted average loss rate |
Loss allowance provision |
|
| Current | 7,507,607 | |||
| December 31, 2018 | ||||
| Due days | Notes and accounts receivables gross carrying amount |
Weighted average loss rate |
Loss allowance provision |
|
| Current | 10,217,538 |
As of December 31, 2019 and 2018, no allowance for impairment was provided because all of the accounts comprising notes and accounts receivable (including related parties) were still within the normal credits terms and were evaluated to be collectable.
Please refer to Note 6(s) for other information of credit risk.
(c) Inventories
| December 31, 2019 |
December 31, 2018 |
|
|---|---|---|
| Raw materials | \$ 381,848 |
590,036 |
| Work in progress | 7,329,074 | 5,870,118 |
| Finished goods | 10,361,386 | 5,688,198 |
| 18,072,308 | 12,148,352 |
The Company recognized cost of goods sold amounting to \$34,734,620 and \$37,256,103 for the years ended December 31, 2019 and 2018, respectively.
The Company did not recognize any loss or gain from devaluation of inventories as there was no indication of impairment or net realizable value of inventories has increased because the circumstance that caused the inventory devaluation in prior period has improved on inventories for the years ended December 31, 2019 and 2018.
Investments accounted for using equity method $(d)$
The components of the investments accounted for using equity method were as follows:
| December 31, 2019 |
December 31, 2018 |
|
|---|---|---|
| Subsidiaries | 37,607,973 | 31,235,905 |
| Associates | 5,019,236 | 3,006,603 |
| 42,627,209 | 34,242,508 |
Subsidiaries $(i)$
Please refer to the consolidated financial statements as of and for the year ended December 31, 2019 for further information.
(ii) Associates
The related information of the major associate to the Company was as follows:
| Percentage of ownership | ||||
|---|---|---|---|---|
| Name of Associates | Nature of Relationship to the Group |
Registration Country |
December 31, 2019 |
December 31. 2018 |
| Formosa Advanced Technologies Co., Ltd.(FATC) |
It mainly engages in assembling and testing of module products, as well as in the research and development of integrated circuits. |
Taiwan | $32.00 \%$ | 19.00 $%$ |
The fair value of major associates listed on the Stock Exchange was as follows:
| December 31, December 31, | ||
|---|---|---|
| 2019 | -2018 | |
| Formosa Advanced Technologies Co., Ltd. | \$16,494,889 | 14,062,667 |
The aggregated financial information of the major associate was as follows:
The financial information of FATC was as follows:
| December 31, 2019 |
December 31, 2018 |
||
|---|---|---|---|
| Current assets | \$ | 6,631,748 | 6,792,443 |
| Non-current assets | 6,643,175 | 5,882,131 | |
| Current liabilities | (1,250,357) | (1,231,815) | |
| Non-current liabilities | (594, 493) | (86,280) | |
| Net asset | 11,430,073 | 11,356,479 | |
| Net asset contributed to FATC | S | 11,430,073 | 11,356,479 |
| For the year ended December 31, 2019 |
2018 | ||
| Operating revenue | \$ | 9,457,849 | 8,785,525 |
| Profit | \$ | 1,262,496 | 1,420,293 |
| Other comprehensive (loss) income | (83, 445) | (138, 670) | |
| Total comprehensive (loss) income | 1,179,051 | 1,281,623 | |
| Comprehensive income contributed to FATC | 1,179,051 | 1,281,623 | |
| For the year ended December 31, | |||
| Share of net assets of the major associate at January 1 | \$ | 2019 2,157,732 |
2018 |
| Acquisition of share of net assets of the major associate allocated to the Company |
1,474,005 | 2,162,315 | |
| Total comprehensive income contributed to the Company | 235,924 | (4,588) | |
| Uncollected dividends beyond the collection period which are reclassified to capital surplus |
19 | 5 | |
| Cash dividends contributed to the Company | (210, 056) | ||
| Share of net assets of major associate at December 31 | 3,657,624 | 2,157,732 | |
| Add: Goodwill | 1,463,162 | 887,684 | |
| Less: Unrealized profits on upstream sales net assets of the associates | (101, 550) | (38, 813) | |
| Total carrying amount of the major associate | S | 5,019,236 | 3,006,603 |
$\bar{\psi}$
Loss control over subsidiaries $(e)$
$(i)$ The Company had disposed 53.56% of its shares in Piece Makers, with a selling price of \$132,584; therefore, it lost control over Piece Makers on February 26, 2018. The Company recognized a gain on disposal of \$497 in profit or loss, which was included in other gains and losses.
The carrying amount of assets and liabilities of Piece Makers Technology Corp on February 26, 2018 were as follow:
| February 26, 2018 |
|
|---|---|
| Cash and cash equivalents | 218,521 \$ |
| Accounts receivable and other receivables | 54,228 |
| Inventories | 136,906 |
| Other current assets | 3,160 |
| Property, plant, and equipment | 3,892 |
| Other non-current assets | 666 |
| Accounts payable and other payables | (170, 752) |
| Other non-current liabilities | (6) |
| Carrying amount of net assets | 246,615 |
Pei Jen Co., Ltd (hereinafter referred to as "Pei Jen"), a subsidiary of the Company, had $(ii)$ applied for the completion of its liquidation to the court on December 10, 2018, resulting in the Company's loss of control over Pei Jen. The Company included the distribution of the remaining properties from Pei Jen in its balance sheet, which consisted of cash and cash equivalents amounting to \$44,284, and other tax refund receivable amounting to \$12.
$(f)$ Property, plant and equipment
| Land | Building | Machinery and equipment |
Other equipment |
Under construction |
Total | ||
|---|---|---|---|---|---|---|---|
| Cost: | |||||||
| Balance as of January 1, 2019 | \$ | 1,013,924 | 7,738,701 | 180,675,614 | 1,126,512 | 13,886,444 | 204,441,195 |
| Additions | 2,048,367 | 42,851 | 1,988,980 | 4,080,198 | |||
| Disposals | (98, 844) | (258, 379) | (357, 223) | ||||
| Reclassification | 416,922 | 13,209,013 | 365 | (13,626,300) | |||
| Balance as of December 31, 2019 | 1,013,924 | 8,155,623 | 195,834,150 | 911,349 | 2,249,124 | 208, 164, 170 | |
| Balance as of January 1, 2018 | S | 1,013,924 | 7,500,788 | 172,652,020 | 1,107,626 | 1,778,293 | 184,052,651 |
| Additions | 2,479,705 | 73,510 | 18,442,418 | 20,995,633 | |||
| Disposals | (541, 738) | (65,351) | (607, 089) | ||||
| Reclassification | 237,913 | 6,085,627 | 10,727 | (6,334,267) | |||
| Balance as of December 31, 2018 | 1,013,924 | 7,738,701 | 180,675,614 | 1,126,512 | 13,886,444 | 204,441,195 | |
$\mathbb{Z}^{\mathbb{Z}}$
$=$ $-$
| Land | Building | Machinery and equipment |
Other equipment |
Under construction |
Total | ||
|---|---|---|---|---|---|---|---|
| Accumulated depreciation / impairment: | |||||||
| Balance as of January 1, 2019 | S | 1,976,959 | 106,139,332 | 985,081 | 109, 101, 372 | ||
| Depreciation for the period | 316,902 | 13,765,707 | 36,815 | 14,119,424 | |||
| Reversal of impairment loss | (213, 282) | (213, 282) | |||||
| Disposals | (98, 844) | (258, 379) | (357, 223) | ||||
| Reclassification | (180) | 180 | |||||
| Balance as of December 31, 2019 | 2,293,861 | 119,592,733 | 763,697 | 122,650,291 | |||
| Balance as of January 1, 2018 | S | 1,675,736 | 95,129,619 | 1,028,751 | 97,834,106 | ||
| Depreciation for the period | 301,223 | 11,652,496 | 21,497 | 11,975,216 | |||
| Impairment loss | (109, 745) | $\blacksquare$ | (109, 745) | ||||
| Disposals | (532, 853) | (65, 352) | (598, 205) | ||||
| Reclassification | (185) | 185 | |||||
| Balance as of December 31, 2018 | 1,976,959 | 106,139,332 | 985,081 | 109,101,372 | |||
| Carrying amounts: | |||||||
| Balance as of December 31, 2019 | 1,013,924 | 5,861,762 | 76,241,417 | 147,652 | 2,249,124 | 85,513,879 | |
| Balance as of December 31, 2018 | 1,013,924 | 5,761,742 | 74,536,282 | 141,431 | 13,886,444 | 95,339,823 |
$(i)$ Reversal of impairment loss and impairment loss
The estimated future recoverable amount of equipment, which had been identified to be no longer useful for its operation, is higher than the book value. In 2019 and 2018, the Company reassessed its estimates, wherein the amount of \$213,282 and \$109,745 of the initially recognized impairment has been reversed.
(g) Right-of-use assets
| Land | |
|---|---|
| Cost: | |
| Balance at January 1,2019 | \$ |
| Effect of retrospective application | 300,605 |
| Change in an index of lease payment | (2,776) |
| Balance at December 31, 2019 | 297,829 |
| Accumulated depreciation: | |
| Balance at January 1, 2019 | \$ |
| Effect of retrospective application | |
| Depreciation for the period | 198,607 |
| Balance at December 31, 2019 | 198,607 |
| Carrying Amount: | |
| Balance at December 31, 2019 | 99.222 |
Lease receivables $(h)$
- On June 18, 2009, the Company signed an amended long-term lease agreement with Inotera $(i)$ Memories, Inc. (its name was changed to Micron Technology Taiwan in March, 2017, referred to as "MTTW") on the lease of building, facilities and land located on 348, 348-1 and 348-3, Hwa Ya Section, Kueishan District, Taoyuan City. This amended lease agreement, which took effect retroactively from January 1, 2009, includes the renewal term. Initial lease term is from January 1, 2009 to December 31, 2018. However, MTTW is entitled to renew this amended lease agreement for an unlimited number of consecutive additional terms of five years each, by providing a written notice with the intention to renew the lease term commencing from January 1, 2019. MTTW has completed the renewal of its lease agreement, with a written notice on December 13, 2018. In addition, MTTW has an exclusive option to purchase the leased assets for a total purchase price of USD50,000 thousand on and after January 1, 2024. Also, the rental receivable for the entire year of 2009 has been waived. Initial yearly rentals for the leased building (including facilities and land) were USD13,010 thousand and USD1,990 thousand, respectively from January 1, 2010 to December 31, 2018; the first yearly renewal rentals for the leased building (including facilities and land) will be USD8,010 thousand and USD1,990 thousand, respectively, from January 1, 2019 to December 31, 2023; the subsequent yearly renewal rentals for the leased building (including facilities and land) will be USD10 thousand and USD1.990 thousand commencing from January 1, 2024. The amended lease agreement for the building (including facilities) is treated as a capital lease because (a) the present value of the periodic rental payments made since the inception date is at least 90% of the market value of the leased assets and (b) the lease term is equal to 75% or more of the total estimated economic life of the leased assets. The land is treated as an operating lease.
- (ii) The total lease receivable from the capital lease of the building (including facilities) was \$5,185,620; the implicit interest rate was 10.56%. The cost of the leased assets at the beginning of the lease period was \$2,656,223. The difference was recognized as unrealized interest revenue of \$2,529,397. For the years ended December 31, 2019 and 2018, the Company recognized the interest revenue of \$96,730 and \$119,578, respectively, from the amortization of unrealized interest revenue.
The details of lease receivables were as follows:
| December 31, 2019 | December 31, 2018 | |||||||
|---|---|---|---|---|---|---|---|---|
| Gross investment in the lease |
Unearned finance income |
Present value of minimum lease payments receivable |
Gross investment in the lease |
Unearned finance income |
Present value of minimum lease payments receivable |
|||
| Less than one year | S | 264,331 | 78,317 | 186,014 | 264,331 | 96.730 | 167,601 | |
| Between one and five years | 792,989 | 103,103 | 689.886 | 1.057.320 | 181,420 | 875,900 | ||
| Subtotal | 1,057,320 | 181,420 | 875.900 | 1,321,651 | 278,150 | 1,043,501 | ||
| Current | \$ 186,014 |
167,601 | ||||||
| Non-current | 689,886 | 875,900 | ||||||
| 875,900 | 1,043,501 |
Please refer to Note 6(s) for information of credit risk.
(i) Bonds Payable
| December 31, 2018 |
|
|---|---|
| Issuance of unsecured overseas convertible bonds | 14,267,000 |
| Conversion of convertible bonds to ordinary shares | (14,267,000) |
| Balance at end of period | $\overline{\phantom{a}}$ |
| For the years ended December 31, 2018 |
|
|---|---|
| Embedded derivatives-call and put options and conversion rights remeasured at fair value through loss (included other gains and losses) |
140,266 |
| Item | The first unsecured overseas convertible bond | |||
|---|---|---|---|---|
| 1. Issue amount | USD500,000 thousand | |||
| 2. Issue par value | USD200 thousand | |||
| 3. Issue period | $2017.1.24 \sim 2022.1.24$ | |||
| 4. Bond expiration | 5 years | |||
| 5. Coupon rate | $0\%$ | |||
| 6. Conversion price | TWD52.47 dollars | |||
| 7. Conversion period 8. Put option of bond holders |
The bondholder has the right to convert any bonds into shares that are subject to the terms set forth in the contract. The bonds are convertible anytime after 40 days from the issuance date (excluding the issuance date itself). (A) Each bondholder may require the Company to redeem, in whole |
|||
| or in part, the convertible bonds at an amount, hereinafter referred to as "Early Redemption Amount" (ERA), calculated at par value, plus, interest compensation, which is calculated semi- annually at the rate of 1.75% per annum, after 3 years from the issuance date (excluding the issuance date itself). |
||||
| (B) Each bondholder may redeem in advance, in whole or in part, the convertible bond if the Company is delisted from the Taiwan stock exchange. |
||||
| (C) Each bondholder may redeem in advance, in whole or in part, the convertible bonds if the Company meets all the conditions on the changes in its rights of control in the contract. |
| Item | The first unsecured overseas convertible bond | |||||
|---|---|---|---|---|---|---|
| 9. Call option of issuer | (A) The issuer may redeem, in whole or in part, the convertible bonds at the ERA if the closing price of the Company's shares which translated into US dollars at the prevailing rate for a period of 20 trading days in any period of 30 consecutive trading days is above 130 percent of the ERA multiplied the conversion ratio and divided by par value. |
|||||
| (B) The issuer may redeem its outstanding convertible bonds at their Early Redemption Amount if more than 90 per cent, in principal, of the amount of the bonds have already been converted, redeemed, repurchased or cancelled. |
||||||
| (C) The issuer may redeem, in whole or in part, or the convertible bonds at their Early Redemption Amount if the Company has become obliged to pay the additional interests and costs as a result of any changes in, or amendment to, the laws or regulations of the ROC. |
The host contract debt instruments and derivative conversion rights instruments were included in convertible bond, the host contract are measured at an effective annual rate equal to 1.6593%; the derivative conversion rights instruments are measured at fair value recognized in profit or loss.
The Company approved to distribute its cash dividends for 2016 in the general meeting of stockholders held on May 26, 2017. As a result, the conversion price decreased to \$50.94 dollars since June 26, 2017 (ex-dividend date).
Because the bondholders had exercised the entire conversion rights, the first unsecured overseas convertible bond issued by the Company had been fully converted in the first quarter of 2018.
Lease liabilities $(i)$
| December 31, 2019 |
|
|---|---|
| Current | 99,924 |
| For the maturity analysis, please refer to Note $6(s)$ . | |
| The amount recognized in profit or loss were as follows: | |
| For the year ended |
|
| December 31, 2019 |
|
| Interest on lease liabilities | 2,933 |
| Expense relating to short-term and low-value lease assets | 49,426 |
The amount recognized in the statement of cash flows of the Group was as follows:
| For the year | |
|---|---|
| ended | |
| December 31, | |
| 2019 | |
| Total cash outflow for leases | 231,901 |
$(i)$ Land lease
As of December 31, 2019, the Company leases its land with a period of 3 years. The lease included an option to terminate, which are exercisable only by the Company and not by the lessors. The lease payment changes annually based on a local price index.
Other lease $(ii)$
The Company leases parking lots and office spaces with contract terms ranging from one to five years. These leases are short-term or with low-value items. The Company applied the recognition exemptions and elected not to recognize its right-of-use assets and lease liabilities for these leases.
$(k)$ Employee benefits
Defined benefit plan $(i)$
The movements in the present value of the defined benefit obligations and fair value of plan assets were as follows:
| December 31, 2019 |
December 31, 2018 |
||
|---|---|---|---|
| Present value of defined benefit obligations | S. | 1.098.174 | 1,025,794 |
| Fair value of plan assets | (522.278) | (488, 491) | |
| Net defined benefit liabilities | 575.896 | 537,303 |
The Company has established an employee defined benefit retirement plan covering full-time employees. Under this plan, contributions are made to an independent fund that is deposited with Bank of Taiwan. Employees are eligible for retirement and payments of retirement benefits are based on years of service and the average salary for the last six months before the employee's retirement according to the R.O.C. Labor Standards Law.
$1)$ Composition of plan assets
The Labor Pension Fund Supervisory Committee manages the Company's pension fund which is being funded according to the Labor Standards Law. Under the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund, this fund is required to distribute minimum income, but such minimum income shall not be less than the interest income derived from two-year time deposit with the local banks.
As of December 31, 2019, the Company's pension fund with Bank of Taiwan amounted to \$522,278. Please refer to the related information published on the website of the Labor Pension Supervisory Committee concerning the utilization of the labor pension fund, related yield rate and its allocation.
$2)$ Movements in present value of the defined benefit obligations
| For the years ended December 31, | ||||
|---|---|---|---|---|
| 2019 | 2018 | |||
| Defined benefit obligation as of January 1, | \$ | 1,025,794 | 984,774 | |
| Current service and interest costs | 18.052 | 17,675 | ||
| Remeasurement of net defined benefit liabilities | ||||
| -actuarial losses arising from change in financial assumptions |
64.451 | 30,568 | ||
| Benefits paid | (10, 123) | (7,223) | ||
| Defined benefit obligation as of December 31, | 1,098,174 | 1,025,794 |
Movements in fair value of defined benefit plan assets $3)$
| For the years ended December 31, | |||
|---|---|---|---|
| 2019 | 2018 | ||
| Fair value of plan assets as of January 1, | S | 488,491 | 458,977 |
| Interest income | 6.192 | 5,822 | |
| Remeasurement of net defined liabilities | |||
| - return on plan assets (excluding interest income) | 22,355 | 12,472 | |
| Contributions from employer | 14,357 | 13,998 | |
| Benefits already paid by the plan | (9,117) | (2,778) | |
| Fair value of plan assets as of December 31, | 522,278 | 488,491 | |
$4)$ Expenses recognized in profit or loss
Current service costs
Cost of goods sold Operating expenses $\bar{\alpha}$
Net interest income of net defined benefit liabilities Operating expected rate of return for the plan asset
| For the years ended December 31, | |
|---|---|
| 2019 | 2018 |
| \$ 5,230 |
5,365 |
| 12,822 | 12,310 |
| (6,192) | (5, 822) |
| 11,860 | 11,853 |
| \$ 7.662 |
7,799 |
| 4,198 | 4,054 |
| 11,860 | 11,853 |
Remeasurement of net defined benefit liabilities recognized in other comprehensive $5)$ income
| For the years ended December 31, | |||
|---|---|---|---|
| 2019 | 2018 | ||
| Balance as of January 1, | S | 11,729 23,635 |
|
| Recognized during the period | 14.477 33,677 |
||
| Adjustment in tax rate | (2,571) | ||
| Balance as of December 31, | 23,635 57,312 |
||
| Actuarial assumptions |
December 31, December 31, 2019 Discount rate $1.00 \%$
Based on the actuarial report, the Company is expected to make contributions of \$15,098 to the defined benefit plans in 2019.
The weighted average duration of the defined benefit plan is 17.6 years.
$7)$ Sensitivity analysis
Future salary increases
$6)$
| Effect of defined benefit obligations |
|||
|---|---|---|---|
| Increase amount |
Decrease amount |
||
| December 31, 2019 | |||
| Discount rate (change $0.25\%$ ) | \$ 41,656 |
(39,743) | |
| Future salaries (change 1%) | 176,405 | (149, 197) | |
| December 31, 2018 | |||
| Discount rate (change $0.25\%$ ) | 41,904 | (39, 885) | |
| Future salaries (change 1%) | 178,420 | (149, 450) |
The sensitivity analysis presented above may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. The sensitivity analysis adopts the same methods for determining the defined benefit assets at balance sheet date.
The same methods and assumptions are adopted in the two-year sensitivity analysis.
2018
2.85 %
1.25 %
2.85 %
(ii) Defined contribution plan
The Company contributes an amount equal to 6% of the employee's monthly wages to the Labor Pension personal account of the Bureau of the Labor Insurance in accordance with the provisions of the Labor Pension Act, under which, the Company is not required to bear the regulated or putative obligation subsequent to the payment of fixed-rate contribution.
The Company's pension costs under the contribution pension plan amounted to \$141,403 and \$128,883 for the years ended 2019 and 2018, respectively.
$(1)$ Income tax
$(i)$ The Company's income tax expense recognized for the years ended December 31, 2019 and 2018 were as follows:
| For the years ended December 31, | |||
|---|---|---|---|
| 2019 | 2018 | ||
| Current tax expense | |||
| Current period | S | 876,663 | 2,209 |
| Surtax on undistributed earnings | 187,965 | 2,187,695 | |
| Adjustment for prior periods | $\rightarrow$ | 15,009 | |
| Deferred tax expense | 319,147 | ||
| Tax expense | 1,383,775 | 2,204,913 |
The Company's tax income recognized in other comprehensive income for the years ended December 31, 2019 and 2018 were as follows:
| For the years ended December 31, | |||
|---|---|---|---|
| 2019 | 2018 | ||
| Items that could not be reclassified subsequently to profit or loss: | |||
| Remeasurement of net defined benefit plan | 8.419 | 3,619 | |
| Adjustment in tax rate | - | 2,571 | |
| 8.419 | 6.190 |
The Company's tax expense calculated at the statutory income tax rate on the financial reporting income before income taxes was reconciled to the tax expense as follows:
| For the years ended December 31, | |||
|---|---|---|---|
| 2019 | 2018 | ||
| Income tax calculated based on local tax rate | S | 2,241,675 | 8,313,308 |
| Tax effect of permanent differences | (168,317) | (86, 173) | |
| Change in unrecognized temporary differences | (48, 133) | 178,361 | |
| Tax effect of unrecognized current-year loss carryforward | (829, 415) | (8,405,496) | |
| Adjustment for prior periods | 15,009 | ||
| Surtax on undistributed earnings | 187,965 | 2,187,695 | |
| Income basic tax | 2,209 | ||
| Total | 1,383,775 | 2,204,913 | |
- (ii) Deferred tax assets and liabilities
- $1)$ Unrecognized deferred income tax assets
Net operating loss carry forwards
| December 31, | December 31, |
|---|---|
| 2019 | 2018 |
| ۳D | 843,280 |
The ROC Income Tax Act allows tax losses, as assessed by the tax authorities, to offset taxable income over a period of ten years for local tax reporting purposes. The aforementioned tax losses are not recognized as deferred tax assets as the Company estimates that the taxable income in the future will not be sufficient for covering temporary differences.
$2)$ Recognized deferred tax liabilities and assets
Deferred tax assets:
| Operating loss carry forwards |
Impairment loss of assets |
Improvements costs of environmental safety and factory facilities |
Others | Total | ||
|---|---|---|---|---|---|---|
| Balance as of January 1, 2019 | z | 234,579 | 168,625 | 457,557 | 860,761 | |
| Recognized in loss | (79, 477) | (3, 593) | (236,077) | (319, 147) | ||
| Recognized in other comprehensive income | 8,419 | 8,419 | ||||
| Balance as of December 31, 2019 | 155,102 | 165,032 | 229,899 | 550,033 | ||
| Balance as of January 1, 2018 | s | 297,195 | 255,113 | 143,332 | 222,063 | 917,703 |
| Recognized in profit or loss | (201, 406) | (65, 554) | 192,687 | (74, 273) | ||
| Recognized in other comprehensive income | 3,619 | 3,619 | ||||
| Adjustment in tax rate recognized in profit or loss | (95, 789) | 45,020 | 25,293 | 36,617 | 11,141 | |
| Adjustment in tax rate recognized in other comprehensive income |
2,571 | 2,571 | ||||
| Balance as of December 31, 2018 | 234,579 | 168,625 | 457,557 | 860,761 |
Deferred tax liabilities:
| Unrealized foreign exchange gain (loss) |
||
|---|---|---|
| Balance as of January 1, 2018 | S | 63,132 |
| Recognized in profit or loss | (74, 273) | |
| Adjustment in tax rate recognized in profit or loss | 11.141 | |
| Balance as of December 31, 2018 |
- $3)$ The Company's income tax returns have been examined by the ROC tax authority through 2016.
- (m) Capital and other equity
As of December 31, 2019 and 2018, the Company's government registered total authorized capital both amounted to \$300,000,000 with \$10 par value per share, the number of ordinary shares both were 30,000,000 thousand shares and total paid-up ordinary share amounted to \$30,733,649, and \$31,032,389 respectively. All issued shares were paid up upon issuance.
The movements of shares outstanding for the years ended December 31, 2019 and 2018 were as follows:
| (in thousand shares) |
|---|
| Ordinary Shares | |||
|---|---|---|---|
| 2019 | 2018 | ||
| Balance as of January 1, | 3,103,239 | 2,963,938 | |
| Conversion of convertible bonds | 73,284 | ||
| Conversion of certificates of bonds-to-share | 22,396 | ||
| Exercise of employees share options | 20,262 | 43,621 | |
| Retirement of treasury shares | (50, 136) | ||
| Balance as of December 31, | 3,073,365 | 3,103,239 |
Ordinary share $(i)$
On February 27, May 10, August 12 and November 8, 2019, the Company's Board of Directors approved to issue the Company's ordinary shares deriving from the exercise of employee share options. The Company had issued 313 thousand, 89 thousand, 19,056 thousand and 804 thousand ordinary shares at par value, respectively, with the issuing prices of \$33.1, \$33.1, \$29.2 to \$33.1 and \$29.2 to \$30.3 per share, which totaled \$202,620. All issued shares were paid up upon issuance and the related process for registration had been completed.
For the fourth quarter of 2019, the Company's ordinary shares were derived from the exercise of employee share options. Accordingly, the Company had issued 119 thousand ordinary shares, at issuing prices of \$29.2 per share, which totaled \$3,475, which was recognized as advance receipts for share capital as of December 31, 2019.
In addition, 22,396 thousand shares of certificates of entitlement had been issued as of December 31,2017; all certificates of entitlement had been transferred to ordinary shares, and the related process for the registration had been completed in the first quarter of 2018.
For the years ended December 31, 2018, the overseas convertible bondholders exercised some of their conversion rights and the Company issued 73,284 thousand ordinary shares at a par value which totaled \$732,839, respectively. The process for the registration had been completed.
On November 12 and August 10, 2018, the Company's Board of Directors approved to issue the Company's ordinary shares deriving from the exercise of employee share options. The Company had issued 1.819 thousand and 41.802 thousand ordinary shares at par value, with the issuing prices of \$34.3 and \$33.1 per share, which totaled \$436.210. All issued shares were paid up upon issuance and the related process for registration had been completed.
For the fourth quarter of 2018, the Company's ordinary shares were derived from the exercise of employee share options. Accordingly, the Company had issued 196 thousand ordinary shares, at issuing prices of \$33.1 per share, which totaled \$6,488, which was recognized as advance receipts for share capital as of December 31, 2018.
$\sim$
$(ii)$ Capital surplus
| December 31, 2019 |
December 31, 2018 |
|
|---|---|---|
| Premium from the issuance of stock | \$ 29,010,509 |
30,712,310 |
| Employee stock option plans | 2,732,307 | 2,844,690 |
| Expired employee share option plans | 262,499 | |
| Employee stock option plans | ||
| Change in equity of associates accounted for using equity method |
24 | |
| 32,005,339 | 33,557,005 |
In accordance with the R.O.C. Company Act, realized capital reserves can only be reclassified as share capital or distributed as cash dividends after offsetting losses. The aforementioned capital reserves include share premiums and donation gains. In accordance with the Securities Offering and Issuance Guidelines, the capitalization of capital reserves every year shall not exceed 10 percent of the paid-up capital.
(iii) Retain earning
According to the Company's Articles of Incorporation, the Company's annual net profit, after providing for income tax and covering the losses of previous years, is first set aside for legal reserve at the rate of 10% thereof until the accumulated balance of legal reserve equals the total issued capital and any special reserves pursuant to relevant laws and regulations. The remainder, plus the undistributed earnings of the previous years, are distributed or left undistributed for business purposes according to the resolution of the stockholders' dividend distribution plan, which are initially proposed by the Board of Directors and adopted by the shareholders in the annual stockholders' meeting.
As it belongs to a highly capital-intensive industry with strong growth potential, the Company adopts a dividend distribution policy which is in line with its plans for product line expansion and the demand of fund. This policy requires that the distribution of cash dividends shall be equal to at least fifty percent (50%) of the Company's total dividend distribution every year.
$1)$ Legal reserve
When the Company incurs no loss, it may, in pursuant to a resolution to be adopted by a shareholders' meeting, distribute its legal reserve by issuing new shares or by cash. Only the portion of legal reserve which exceeds 25 percent of the paid-in capital may be distributed.
Special reserve $2)$
In accordance with Ruling No. 1010012865 issued by the FSC on April 6, 2012, a portion of current-period earnings and undistributed prior-period earnings shall be reclassified as special earnings reserve during earnings distribution. The amount to be reclassified should equal the current-period total net reduction of other shareholders' equity. Similarly, a portion of undistributed prior-period earnings shall be reclassified as special earnings reserve (and does not qualify for earnings distribution) to account for cumulative changes to other shareholders' equity pertaining to prior periods. Amounts of subsequent reversals pertaining to the net reduction of other shareholders' equity shall qualify for additional distributions.
$3)$ Earnings distribution
Earnings distribution for 2018 and 2017 was approved in the general meeting of shareholders held on May 30, 2019 and May 24, 2018, respectively. The relevant dividend distributions to shareholders were as follows:
| For the year ended December 31, 2018 |
|||
|---|---|---|---|
| Dividends attributable to ordinary shareholders: | Dividends per share |
Amount | |
| Cash dividends | \$ | 7.11 | 21,700,000 |
| 2017 | For the year ended December 31, | ||
| Dividends per share |
Amount | ||
| Dividends attributable to ordinary shareholders: Cash dividends |
\$ | 3.56 | 10,879,288 |
(iv) Treasury shares
The Company repurchased shares from the securities exchange market based on section 28(2) of the Securities and Exchange Act and the movement in treasury shares were as follows:
| Reasons for repurchase of shares | ||||||
|---|---|---|---|---|---|---|
| Transferring to employees | Protecting the Company's integrity and stockholders equity |
Total | ||||
| Thousand shares |
Amount | Thousand shares |
Amount | Thousand shares |
Amount | |
| Balance as of January 1, 2019 | 20,000 \$ | 1,146,932 | 30,445 | 1,635,743 | 50,445 | 2,782,675 |
| Repurchase during 2019 | 19,691 | 1,029,878 | 19,691 | 1,029,878 | ||
| Retirement for the period | (50, 136) | (2,665,621) | (50,136) | (2,665,621) | ||
| Balance as of December 31, 2019 | 20,000 S | 1,146.932 | 20,000 | 1,146,932 | ||
| Reasons for repurchase of shares | ||||||
| Transferring to employees | Protecting the Company's integrity and stockholders |
Total | ||||
| Thousand | equity Thousand |
Thousand | ||||
| shares | Amount | shares | Amount | shares | Amount | |
| Balance as of January 1, 2018 | S | |||||
| Repurchase during 2018 | 20,000 | 1,146,932 | 30,445 | 1,635,743 | 50,445 | 2,782,675 |
| Balance as of December 31, 2018 | 20,000 S | 1,146,932 | 30,445 | 1,635,743 | 50,445 | 2,782,675 |
On February 27, 2019, the Company's Board of Directors approved to retire 501,360 thousand treasury shares, resulting in a decrease in ordinary shares amounting to \$501,360. The Company recognized the decrease in capital surplus of \$2,164,261, with the same record date as the capital reduction, due to the book value being higher than the par value of the treasury shares. The related process for registration had been completed.
In accordance with Securities and Exchange Act requirements, the number of shares repurchased should not exceed 10 percent of all shares outstanding. Also, the value of the repurchased shares should not exceed the sum of the Company's retained earnings, share premium, and realized capital reserves. As of September 30, 2018, the Company could repurchase no more than 310,142 thousand shares, with a total value of no more than \$127,955,392. As of the same date, the Company had not yet repurchased any shares.
In accordance with the requirements of Securities and Exchange Act, treasury shares held by the Company should not be pledged, and do not hold any shareholder rights before their transfer.
(v) Other equity (net of tax)
| Exchange differences on translation of foreign financial statements |
Unrealized losses from financial assets measured at fair value through other comprehensive income |
Total | |
|---|---|---|---|
| Balance as of January 1, 2019 | (179.736) | (94.098) | (273, 834) |
| Exchange differences on translation of foreign financial statements | (758, 303) | (758, 303) | |
| Unrealized losses from financial of assets measured at fair value through other comprehensive income, associates accounted for using equity |
|||
| method | (8,963) | (8,963) | |
| Balance as of December 31, 2019 | (938, 039) | (103, 061) | (1,041,100) |
| Exchange differences on translation of foreign financial statements |
Unrealized losses from financial assets measured at fair value through other comprehensive income |
Total | |
|---|---|---|---|
| Balance as of January 1, 2018 | (39,163) | (39, 163) | |
| Exchange differences on translation of foreign financial statements | (140, 573) | (140, 573) | |
| Unrealized losses from financial of assets measured at fair value through other comprehensive income, associates accounted for using equity method |
(94,098) | (94,098) | |
| Balance as of December 31, 2018 | (179, 736) | (94, 098) | (273, 834) |
$(n)$ Share-based payment transactions
The Company has issued stock options under the employee stock option plan (ESOP) as follows:
| The $7th$ batch of Employee Stock Option Plan |
The 8 th batch of Employee Stock Option Plan |
The 9 th batch of Employee Stock Option Plan |
|
|---|---|---|---|
| Grant date | 2011.3.21 | 2016.5.10 | 2016.8.11 |
| Grant unit | 70,000 | 97,500 | 2,500 |
| Exercise price (Notes $1-8$ ) |
14.6 | 38.0 | 36.6 |
| Deal period | 8 years (Expires on March 20,2019) |
8 years | 8 years |
| Vested Conditions | Duration of two years duration and at certain proportion |
Duration of two years duration and at certain proportion |
Duration of two years duration and at certain proportion |
- Note 1: The Company increased its capital through carrying out a private placement of ordinary shares in 2011, 2012 and 2013. As a result, the exercise price of the 7th batch of the employee stock option plan was adjusted to \$6.0 dollars, \$5.1 dollars and \$4.3 dollars, respectively, in accordance with the offering and exercising terms and conditions of ESOP.
- Note 2: The Company reduced its capital in 2014. As a result, the exercise price of the 7th batch of the employee stock option plan was adjusted to \$43 dollars in accordance with the offering and exercising terms and conditions of ESOP.
- Note 3: The Company approved to distribute its cash dividends in 2015. As a result, the exercise price of the 7th batch of the employee stock option plan was adjusted to \$41.5 dollars in accordance with the offering and exercising terms and conditions of ESOP.
- Note 4: The Company increased its capital through issuing of shares in 2016. As a result, the exercise price of the 7th batch of the employee stock option plan was adjusted to \$40.9 dollars in accordance with the offering and exercising terms and conditions of ESOP.
- Note 5: The Company approved to distribute its cash dividends in 2016. As a result, the exercise price of the 7th and 8th batch of the employee stock option plan were adjusted to \$38 dollars and \$35.3 dollars, respectively, in accordance with the offering and exercising terms and conditions of ESOP.
-
Note 6: The Company approved to distribute its cash dividends in 2017. As a result, the exercise price of the 7th, 8th and 9th batch of the employee stock option plan were adjusted to \$36.9 dollars, \$34.3 dollars and \$35.5 dollars, respectively, in accordance with the offering and exercising terms and conditions of ESOP.
-
Note 7: The Company approved to distribute its cash dividends in 2018. As a result, the exercise price of the 7th, 8th and 9th batch of the employee stock option plan were adjusted to \$35.6 dollars, \$33.1 dollars and \$34.3 dollars, respectively, in accordance with the offering and exercising terms and conditions of ESOP.
- Note 8: The Company approved to distribute its cash dividends in 2019. As a result, the exercise price of the 8th and 9th batch of the employee stock option plan were adjusted to \$29.2 dollars and \$30.3 dollars, respectively in accordance with the offering and exercising terms and conditions of ESOP.
- $(i)$ Options granted were priced using the Black-Scholes pricing model and the inputs to the model were as follows:
| The 7 th batch of Employee Stock Option Plan |
The 8 th batch of Employee Stock Option Plan |
The 9 th batch of Employee Stock Option Plan |
|||
|---|---|---|---|---|---|
| Dividend rate | $\frac{0}{0}$ | $\%$ | $\%$ | ||
| Expected volatility | 53.79 % | 55.47 % | 45.80 % | ||
| Risk-free rate | $0.9307\%$ | 0.5728 % | 0.529% | ||
| Fair value of unit stock option (dollar) |
-S | 5.91 | 18.77 | 15.30 |
Expected volatility is based on weighted average of historical volatility, and it is adjusted accordingly when there is additional market information about the volatility. The expected term of stock option is based on each of the Company's issued stock option plans. Expected dividend and risk-free rate is determined based on government bonds.
Relevant information of employee stock option plans $(ii)$
| For the years ended December 31, | ||||
|---|---|---|---|---|
| 2019 | 2018 | |||
| Weighted- average exercise (price TWD) |
Number of options (Units) |
Weighted- average exercise (price TWD) |
Number of options (Units) |
|
| Outstanding as of January 1, | S 34.49 |
109,382 | 35.34 | 155,374 |
| Options exercised | 29.22 | (20, 185) | 33.12 | (43, 817) |
| Options forfeited | 29.25 | (628) | 33.99 | (2,175) |
| Options expired | 35.60 | (60, 367) | ||
| Outstanding as of December 31, | 29.22 | 28,202 | 34.49 | 109,382 |
| Options exercisable as of December 31, | 29.23 | 5,617 | 35.50 | 62,992 |
Further details of the stock options of the Company were as follows:
| December 31. December 31. | ||
|---|---|---|
| 2019 | 2018 | |
| Range of exercise price (dollar) | $29.2 \rightarrow 33.1$ | $33.1 - 35.6$ |
| Weighted average of remaining option plan period (year) | $4.36 - 4.61$ | $0.22 - 5.61$ |
(iii) Compensation cost
| For the years ended December 31, | ||||
|---|---|---|---|---|
| 2019 | 2018 | |||
| Compensation cost arising from share options granted to employees |
\$ | 150,116 | 717,656 | |
| $\circ$ | Earnings per share | |||
| For the years ended December 31, | ||||
| 2019 | 2018 | |||
| Basic earnings per share: | ||||
| Net income attributable to the Company | S | 9,824,599 | 39,361,625 | |
| Weighted-average number of ordinary shares outstanding (basic) | 3,045,219 | 3,074,181 | ||
| Basic earnings per share (dollar) | 3.23 | 12.80 | ||
| Diluted earnings per share: | ||||
| Net income attributable to the Company | 9,824,599 | 39,361,625 | ||
| Effect of potentially dilutive ordinary shares | ||||
| Weighted-average number of ordinary shares (basic) | 3,045,219 | 3,074,181 | ||
| Effect of employee stock option | 22,392 | 69,935 | ||
| Effect of employee remuneration | 14,052 | 34,252 | ||
| Weighted-average number of ordinary shares (diluted) | 3,081,663 | 3,178,368 | ||
| Diluted earnings per share (dollar) | 3.19 | 12.38 | ||
(p) Revenue from contracts with customers
(i) Disaggregation of revenue
| For the years ended December 31, 2019 |
For the years ended December 31, 2018 |
|||
|---|---|---|---|---|
| Manufacturing department |
Manufacturing department |
|||
| Primary geographic markets: | ||||
| Taiwan | \$ | 19,426,583 | 37,960,881 | |
| Japan | 3,849,678 | 4,299,628 | ||
| China | 18,562,317 | 25,386,192 | ||
| USA | 5,917,946 | 10,216,103 | ||
| Other countries | 3,718,971 | 6,407,148 | ||
| 51,475,495 | 84,269,952 | |||
| Major products line: | ||||
| Dynamic Random Access Memory (DRAM) | \$ | 51,266,264 | 84,128,271 | |
| Other | 209,231 | 141,681 | ||
| \$ | 51,475,495 | 84,269,952 |
(Continued)
$\bar{\mathcal{A}}$
Contract balances $(i)$
| December 31, 2019 |
December 31, 2018 |
January 1, 2018 |
||
|---|---|---|---|---|
| Notes receivable from operating activities |
\$ | 481 | 3,577 | |
| Notes receivable from non- operating activities |
41,545 | |||
| Accounts receivable (including related parties) |
7,466,062 | 10,217,057 | 9,047,022 | |
| Total | S | 7,507,607 | 10,217,538 | 9,050,599 |
For details on notes and accounts receivable, and loss allowance for impairment, please refer to note $6(b)$ .
$(q)$ Remuneration to employees
According to the Company's articles of incorporation, if the Company makes a profit, it should appropriate for employee compensation which is calculated based on 1% to 12% of the Company's net income before tax before deduction of employee compensation, and after offsetting accumulated deficits, if any, should be distributed as employee compensations. Employees who are entitled to receive the above-mentioned employee compensation, in shares or cash, include the employees of the subsidiaries of the Company who meet certain specific requirements.
The estimated employee remuneration which was charged to profit or loss under operating costs or expense amounted to $$800,000$ and $$1,740,000$ for the years ended December 31, 2019 and 2018, respectively. This employee remuneration was estimated based on the Company's net income before tax before deducting any employee compensation, according to the earnings allocation method as stated under the Company's articles of association, the related information would be available at the Market Observation Post System website.
There is no difference between the estimated employee remuneration, which was stated in the financial statements for the year ended December 31, 2019, and the amounts approved by the Company's Board of Directors.
The difference between the estimated employee remuneration, which was stated in the financial statement for the year ended December 31, 2018, and the amount of actual distributions in 2018, amounted to \$1,739,997. The Company recognized the difference of \$3 in profit or loss in 2019.
Non-operating income and expenses $(r)$
$(i)$ Other income
| For the years ended December 31, |
|||
|---|---|---|---|
| 2019 | 2018 | ||
| Interest Income | |||
| Bank deposits and short-term notes | \$ | 246,818 | 899,044 |
| Financial leases | 96,730 | 119,578 | |
| S | 343,548 | 1,018,622 |
46
(Continued)
$(ii)$ Other gains and losses – net
| For the years ended December 31, |
|||
|---|---|---|---|
| 2019 | 2018 | ||
| Gain on disposal of property, plant and equipment | \$ | 4,723 | 16,859 |
| Reversal of impairment loss on non-financial assets | 213,282 | 109,745 | |
| Foreign exchange gain (loss) | (168, 956) | 1,231,734 | |
| Net loss on financial assets and liabilities at fair value through profit or loss |
(281, 107) | ||
| Gain on disposal on a subsidiary | 497 | ||
| Others | 180,778 | 125,812 | |
| S | 229,827 | 1,203,540 |
(iii) Finance costs
| For the years ended December 31, |
|||
|---|---|---|---|
| 2019 | 2018 | ||
| Bank loan | \$ | 26 | |
| Amortization interest of lease liabilities | 2,933 | $\blacksquare$ | |
| Amortization interest of overseas convertible bond | 5,105 | ||
| Others | 191 | 194 | |
| 3.124 | 5,325 |
$(s)$ Financial instruments
- $(i)$ Credit risk
- $1)$ Exposure to credit risk
The carrying amount of financial assets represents the maximum exposure to credit risk.
$2)$ Concentration of credit risk
The majority of Company's customers are mostly those in the high-tech industry. In order to reduce accounts receivable credit risk, the Company continuously assesses the financial condition of its customers. If it is necessary, the Company will ask for guarantees or warranties. The Company still regularly assesses the likelihood of collectability of accounts receivable and sets aside allowance for bad debts, based on the result of management's evaluation of the overall amounts of bad debts.
As of December 31, 2019 and 2018, the Company's major customers consisted of five and eight customers which accounted for 69.57% and 61.70%, respectively, of accounts receivable so that management believes the concentration of credit risk.
$\overline{1}$
$3)$ Credit risk of receivables
For credit risk exposure of notes and accounts receivables (including related parties), please refer to note 6(b).
Other financial assets measured at amortized cost includes other receivables, time deposits and refundable deposits.
Considering that the Company deals only with other external parties with good credit standing and with the above investment grade financial institutions, all of the above financial assets are considered to have low credit risk.
As of December 31, 2019 and 2018, no allowance for impairment was provided because there was no indication of credit-impaired for the 12-month ECL or lifetime ECL allowance for other financial assets measured at amortized cost.
(ii) Liquidity risk
The following are the remaining contractual maturities at the end of the reporting period of financial liabilities, including estimated interest payments but excluding the impact of netting agreements:
| Carrying amount |
Contractual cash flow |
Within 6 months |
6-12months | 1-2years | 2-5years | Over 5 years | ||
|---|---|---|---|---|---|---|---|---|
| December 31, 2019 | ||||||||
| Non-derivative financial liabilities | ||||||||
| Accounts payable (including related parties) | S | 2,706,958 | 2,706,958 | 2,706,958 | ٠ | |||
| Other payable (including related parties) | 7,864,881 | 7,864,881 | 7,864,881 | |||||
| Lease liabilities | 99,924 | 100,336 | 100,336 | |||||
| S | 10,671,763 | 10,672,175 | 10,672,175 | |||||
| December 31, 2018 Non-derivative financial habilities |
||||||||
| Accounts payable (including related parties) | S | 4,579,702 | 4,579,702 | 4.579.702 | - | |||
| Other payable (including related parties) | 30,309,552 | 30,309,552 | 30,309,552 | |||||
| Total | s. | 34,889,254 | 34,889,254 | 34,889,254 | ||||
It is not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at significantly different amounts.
(iii) Currency risk
$1)$ Exposure to currency risk
The Company's significant exposure to foreign currency risk was as follows:
| December 31, 2019 | December 31, 2018 | ||||||
|---|---|---|---|---|---|---|---|
| Foreign currency (in thousands) |
Foreign rate (dollars) |
New Taiwan Dollars |
Foreign currency (in thousands) |
Foreign rate (dollars) |
New Taiwan Dollars |
||
| Financial assets: | |||||||
| Monetary items | |||||||
| USD | \$ 306,649 |
30.106 | 9,231,975 | 1,565,780 | 30.733 | 48,121,117 | |
| JPY | 2,546,135 | 0.2763 | 703,497 | 3.219.721 | 0.2772 | 892,507 | |
| EUR | 144 | 33.6895 | 4,851 | 35.167 | 246 | ||
| HKD | 227.936 | 3.8634 | 880.608 | $\rightarrow$ |
| December 31, 2019 | December 31, 2018 | |||||
|---|---|---|---|---|---|---|
| Foreign currency (in thousands) |
Foreign rate (dollars) |
New Taiwan Dollars |
Foreign currency (in thousands) |
Foreign rate (dollars) |
New Taiwan Dollars |
|
| Financial liabilities: | ||||||
| Monetary items | ||||||
| USD | \$ 112,965 |
30.106 | 3,400,924 | 785,778 | 30.733 | 24.149.315 |
| JPY | 2.014.894 | 0.2763 | 556,715 | 2,644,019 | 0.2772 | 732,922 |
| EUR | 4.616 | 33.6895 | 155.511 | 4.387 | 35.167 | 154,278 |
$2)$ Sensitivity analysis
The Company's exposure to foreign currency risk arises from the foreign currency exchange fluctuations on cash and cash equivalents, accounts receivable (including related parties), accounts payable, and other payables (including related parties) which are denominated in different foreign currencies. A 1% depreciation of the TWD against the USD, EUR, and JPY as of December 31, 2019 and 2018 would have increased the net income before tax by \$67,077 and \$239,774 for the years ended December 31, 2019 and 2018, respectively. This analysis assumes that all other variables remain constant and ignores any impact of forecasted sales and purchases. The analysis is performed on the same basis.
Since the Company has many kinds of functional currency, the information on foreign exchange loss on monetary items is disclosed by total amount. For the years ended December 31, 2018 and 2017, foreign exchange gain (loss) (including realized and unrealized portions) amounted to \$(168,956) and \$1,231,734, respectively.
(iv) Fair value of financial instruments
$\mathcal{L}$
$1)$ Types and fair value of financial instruments
The fair value of financial liabilities at fair value though profit or loss was measured at recurring fair value. The carrying amount and fair value of the Company's financial assets and liabilities, including the information on fair value hierarchy were as follows; however, except as described in the following paragraphs, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value, disclosure of fair value information is not required:
| December 31, 2019 | ||||||
|---|---|---|---|---|---|---|
| Fair Value | ||||||
| Book Value | Level 1 | Level 2 | Level 3 | Total | ||
| Financial assets measured at amortized cost |
||||||
| Cash and cash equivalents | S | 6,497,820 | ۰ | |||
| Notes and accounts receivable (including related parties) |
7,507,607 | |||||
| Other receivables | 1,379,107 | |||||
| Lease payments receivable (including) current portion) |
875,900 | |||||
| Total | 16,260,434 | |||||
| December 31, 2019 | |||||
|---|---|---|---|---|---|
| Fair Value | |||||
| Financial liabilities measured at amortized cost |
Book Value | Level 1 | Level 2 | Level 3 | Total |
| Accounts payable (including related parties) |
\$ 2,706,958 |
||||
| Other payables (including related parties) |
7,864,881 | ||||
| Lease liabilities-current | 99,924 | ||||
| Total | \$10,671,763 | ||||
| December 31, 2018 Fair Value |
|||||
| Book Value | Level 1 | Level 2 | Level 3 | Total | |
| Loans and receivables: | |||||
| Cash and cash equivalents | 46,338,574 S |
||||
| Notes and accounts receivable (including related parties) |
10,217,538 | ||||
| Other receivables | 1,136,359 | ||||
| Lease payments receivable (including) current portion) |
1,043,501 | ||||
| Total | 58,735,972 S |
||||
| Financial liabilities | |||||
| Financial liabilities measured at amortized cost |
|||||
| Notes and accounts payable (including related parties) |
4,579,702 | ||||
| Other payables (including related parties) |
30,309,552 | ||||
| Total | 34,889,254 S |
$2)$ Valuation techniques for financial instruments not measured at fair value
The Company's valuation techniques and assumptions used for financial instruments not measured at fair value are as follows:
a) Financial assets and liabilities measured at amortized cost
If there is quoted price generated by transactions, the recent transaction price and quoted price data is used as the basis for fair value measurement.
However, if no quoted prices are available, the fair value is determined by discounted cash flows, using estimation and assumptions under existing market conditions which are obtainable by the Company.
$3)$ There were no transfers from financial assets for the years ended December 31, 2019 and 2018.
$(t)$ Financial risk management
$(i)$ Nature and extent
The Company has the following exposure risks for holding certain financial instruments:
- $1)$ Credit risk
- $2)$ Liquidity risk
- $3)$ Market risk
The following further discloses detailed information about exposure risk arising from the aforementioned risks and the Company's objectives, policies and processes for measuring and managing the above mentioned risks. For more disclosures about the quantitative effects of these exposure risks, please refer to the respective notes in the financial statements.
$(ii)$ Framework of risk management
The Company's Board of Directors has overall responsibility for the establishment and oversight of the risk management framework.
The Company's risk management policies are established to identify and analyze the risks being faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities. The Company, through their training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.
The Company's Board of Directors oversees how management monitors compliance with the Company's risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The Company's Board of Directors is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Board of Directors.
(iii) Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's receivables from customers, bank deposits and investments.
$1)$ Accounts receivable
The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the demographics of the Company's customer base, including the default risk of the industry and country in which customers operate, as these factors may have an influence on credit risk.
The Company has established a credit policy under which each new customer is analyzed individually for creditworthiness before the Company's standard payment and delivery terms and conditions are offered. The Company's review includes external ratings, when available, and in some cases, bank references. Purchase limits are established for each customer, which represent the maximum open amount without requiring approval from the Company; these limits are reviewed quarterly. Customers that fail to meet the Company's benchmark creditworthiness may transact with the Company only on a prepayment basis.
The Company established an impairment allowance that represents its estimate of incurred losses in respect of accounts receivable and investments. Major components of this impairment allowance are specific loss component that is related to individually significant exposure and collective loss component where is the loss is incurred but not identified. The collective component is based on historical payment experience of similar financial assets.
$2)$ Investment
The credit risk exposure in the bank deposits and other financial instruments are measured and monitored by the Company's finance department. Considering that the Company deals only with banks and other external parties with good credit standing and with above investment grade financial institutions, corporate organization and government agencies, management is not expecting non-compliance issues and significant credit risk.
(iv) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. Also, the Company's approach to managing liquidity is to ensure, as much as possible, that it will always have sufficient current funds, such as cash and cash equivalents, securities with high liquidity and sufficient credit line from banks, to meet its liabilities when due, without incurring unacceptable losses or risking damage to the Consolidated Company's reputation.
The Company has unused bank facilities for \$17,479,000 and \$15,337,000 as of December 31, 2019 and 2018.
Market risk $(v)$
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
The Company buys and sells derivatives in order to reduce market risks. All these transactions are made in accordance with the risk management policy.
$1)$ Currency risk
The Company's exposure to currency risk is on sales, purchases and borrowings that are denominated in a currency other than the respective functional currencies of the Company, primarily the New Taiwan Dollars (NTD). The currencies used in these transactions are denominated in NTD, USD, JPY, EUR and HKD.
Capital management (u)
The Company's policy is to maintain a strong capital base in order to maintain investor, creditor and market confidence and to sustain future development of the business. Capital consists of the Company's equity.
The Company may adjust the payment of dividend to shareholders, return cash to shareholders through capital reduction, issue new shares or sell held for sale assets in order to pay off its liabilities. Likewise, the Company monitors its debt-to-capital ratio which serves as the basis to control capital, the same practice as the other companies in the industry. The Company's debt-tocapital ratio on reporting date was as follows:
| December 31, 2019 |
December 31, 2018 |
|
|---|---|---|
| Total Liabilities | 13,081,887 | 38,258,740 |
| Deduct: cash and cash equivalents | (6,497,820) | (46, 338, 574) |
| Net liabilities | 6,584,067 | (8,079,834) |
| Total equity | 152,011,553 | 164,907,298 |
| Debt-to-capital ratio | 4.33 $%$ | (4.90)% |
The Company has not changed its capital management strategy as of December 31, 2019.
The investing and financing activities on non-cash transactions $(v)$
The Company's investing and financing activities on non-cash transactions for the years ended December 31, 2019 and 2018 were as follows:
(i) Acquisition of right-of-use asses by lease, please refer to Note $6(g)$
| For the years ended |
|
|---|---|
| December 31, 2018 |
|
| (ii) Conversion of convertible bonds to ordinary shares | 3,240,750 |
| For the years ended |
|
|---|---|
| December 31, 2019 |
|
| (iii) Retirement of treasury shares | 2,665,621 |
(iv) Reconciliation of liabilities arising from financing activities were as follows:
| Non-Cash changes | ||||||
|---|---|---|---|---|---|---|
| Change in an index | Increased by other | |||||
| January 1, 2019 | Cash flow | of lease payment | pavables | Interest expense | December 31, 2019 | |
| Lease liabilities | 300.605 | (184.115) | (2.776) | (16.723) | 2.933 | 99.924 |
(7) Related-party transactions:
$(a)$ Names and relationship with related parties
The following are entities that have had transactions with related party during the periods covered in the financial statements.
| Name of related party | Relationship with the Company |
|---|---|
| Piece Makers Technology, Corp. | The Company's subsidiary (Note) |
| Nanya Technology Corp. U.S.A. | The Company's subsidiary |
| Nanya Technology Corp. Delaware | The Company's subsidiary |
| Nanya Technology Corp. H.K. | The Company's subsidiary |
| Nanya Technology Corp. Japan | The Company's subsidiary |
| Nanya Technology International, Ltd. | The Company's subsidiary |
| Nanya Technology Corp. Europe GmbH | The Company's subsidiary |
| Nanya Technology Corp. Shenzhen | The Company's subsidiary |
| Nan Ya Photonics Incorporation | The Company's other related parties |
| Formosa Sumco Technology Corporation | The Company's other related parties |
| Formosa Advanced Technologies Co., Ltd. | The Company's associates |
| Formosa Technologies Corporation | The Company's other related parties |
| Formosa Biomedical Technology Corp. | The Company's other related parties |
| Formosa Petrochemical Corporation | The Company's other related parties |
| Formosa Plastics Corporation | The Company's other related parties |
| Formosa FCFC Carpet Corporation | The Company's other related parties |
| Formosa Waters Technology Co., Ltd. | The Company's other related parties |
| Formosa Taffeta Co., Ltd. | The Company's other related parties |
| Nan Ya Plastics Corporation | The entity with significant influence over the Company |
Note: On February 26, 2018, the Company had fully disposed all of its shares in Piece Makers, resulting in its loss of control over it. Therefore, Piece Makers was no longer a subsidiary of the Company.
Significant related-party transactions $(b)$
$(i)$ Sales to related parties
| Sales | For the years ended December 31, | Accounts receivable to related parties |
|||
|---|---|---|---|---|---|
| 2019 | 2018 | December 31, 2019 |
December 31, 2018 |
||
| Subsidiaries | |||||
| Nanya Technology Corp. USA | \$ 5.663.168 |
9.918.899 | 1,506,295 | 2.500,336 | |
| Other Subsidiaries | 6,622,021 | 8,376,751 | 884.855 | 1,312,104 | |
| Total | 12,285,189 | 18,295,650 | 2,391,150 | 3,812,440 |
The selling prices and collection terms for the sales to related parties above are not significantly different from those third-party customers, and the normal credit term with the related parties above is O/A 60 to 180 days and due for collection on the 15th day of the month following the month of delivery of goods sold. There is no collateral received among related parties accounts receivable. However, not expected credit loss is necessary based on the result of management's evaluation.
(ii) Purchase from related parties
| Purchases | ||||||
|---|---|---|---|---|---|---|
| For the years ended December 31, |
Accounts payable to related parties |
|||||
| 2019 | 2018 | December 31. 2019 |
December 31. 2018 |
|||
| Entities with significant influence | ||||||
| over the Company | S | 98,740 | 77.917 | 6.183 | 5,626 | |
| Associates | 1,157 | 5.390 | ||||
| Other related parties: | ||||||
| Formosa Sumco Technology | ||||||
| Corporation | 1,199,180 | 1,729,352 | 119,204 | 322,068 | ||
| Other related parties | 305,673 | 172,238 | 7,812 | 4,370 | ||
| Total | 1,604,750 | 1,984,897 | 133,199 | 332,064 |
The purchase price and payment terms for the purchase from related parties above are not significantly different from those with third party vendors, and the average payment period for notes and accounts payable pertaining to such purchase transactions ranged from one to two months, which was similar to that of other normal vendors.
(iii) Consigned out for processing
| Amount For the years ended December 31, |
|||||
|---|---|---|---|---|---|
| Other payables to related | |||||
| parties | |||||
| December 31, | December 31, | ||||
| 2019 | 2018 | 2019 | 2018 | ||
| Associates | 7,088,474 | 6, 161, 227 | 1,202,342 | 931,059 |
The term of transactions with the related parties above is 60 days after the end of each month when processed consigned goods are received.
(iv) Service received
| For the years ended December 31. |
Other pavables to related parties |
||||||
|---|---|---|---|---|---|---|---|
| 2019 | 2018 | 2019 | 2018 | December 31. 2019 |
December 31. 2018 |
||
| \$ | 305 | 308 | $\blacksquare$ | ||||
| 181 | 185 | ||||||
| 53,344 | 54.137 | 6.241 | 3.923 | ||||
| 153 | 154 | 476.401 | 424,451 | 50,381 | 41.493 | ||
| 2,005 | 2,528 | ||||||
| 639 | 647 | 531,750 | 481,116 | 56,622 | 45,416 | ||
| Other gains For the years ended December 31. |
Administrative expenses |
$(v)$ Property transactions
$1)$ Acquisition of equipment:
| Acquisition price For the years ended December 31. |
Other payables to related parties |
|||
|---|---|---|---|---|
| 2019 | 2018 | December 31, 2018 |
||
| Entities with significant influence over the Company |
S | - | 391 | |
| Other related parties | 340 | 8,017 | 104 | |
| 340 | 8,408 | 104 |
$2)$ Acquisition of Financial Assets
| For the year ended December 31, 2019 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Relationship Associates |
Account Investments accounted for |
Number of shares of transaction (in thousands) 57.489 |
Item of transaction Shares of Formosa Advanced Technologies Co., |
Acquisition price |
||||
| using equity method | Ltd. | 2,049,483 ъ |
||||||
| Subsidiary | Investments accounted for using equity method |
0.2 | Shares of Nanya Technology International, Ltd. | 6,116,400 | ||||
| 8,165,883 | ||||||||
| For the year ended December 31, 2018 | December 31, 2019 | |||||||
| Relationship | Account | Number of shares of transaction (in thousands) |
Item of transaction |
Acquisition price |
Other payables to related parties |
|||
| Associates | Investments accounted for using equity method |
84.022 | Shares of Formosa Advanced Technologies Co., Ltd. ж |
3,049,999 | ||||
| Subsidiary | Investments accounted for using equity method |
Shares of Nanya Technology International, Ltd. |
30,888,000 | 20,591,110 | ||||
| 33,937,999 | 20,591,110 |
(vi) Lease contracts
| Acquisition price | |||
|---|---|---|---|
| For the year ended | |||
| December 31, | |||
| Relationship | 2019 | 2018 | |
| Entities with significant influence over the Company | 49,426 | 228,800 |
The rentals charged to the entities with significant influence over the Company are determined based on the local market prices, and rents are paid monthly.
A three-year land lease contract was signed in July 2017. The total value of the contract was \$617,862. For the year ended 2018, the rent expense was amounting to \$202,928.
The Company applied IFRS 16, with a date of initial application on January 1, 2019. This lease transaction recognized the additional amounts of \$300,605 of right-of-use assets and lease liabilities. For the year ended December 31, 2019, the Company recognized the amount of \$2,933, as interest expense. As of December 31, 2019, the balance of lease liabilities amounted to 99,924.
(vii) Other
| Other payables | ||
|---|---|---|
| Other income | to related parties | |
| December 31, | December 31, | |
| 2019 | 2019 | |
| Associates | 41.545 S |
41,545 |
$(c)$ Key management personnel compensation
Key management personnel compensation comprised:
| For the years ended December 31, |
|||
|---|---|---|---|
| 2019 | 2018 | ||
| Short-term employee benefits | S | 79.107 | 55,335 |
| Share-based payment | 3.942 | 18,957 | |
| 83,049 | 74,292 |
Please refer to Note 6(n) for the details of share-based payment.
(8) Pledged assets: None
(9) Commitments and contingencies:
$(a)$ Significant commitments
| December 31, 2019 |
December 31. 2018 |
|
|---|---|---|
| Guarantees for importation goods provided by bank | 1,045,000 | 1,035,000 |
| Unused letters of credit | 39.023 | 419,639 |
| Total | 1,084,023 | 1,454,639 |
- Contingent liabilities $(b)$
- In 2000, the Company was charged by Brazil's Ministry of Justice as being involved in the $(i)$ International Monopolies, which influences Brazil's DRAM market. Consequently, the Company, other large international companies and individuals are investigated at the same time. The lawsuit was in a court hearing. The Company has engaged counsels to properly handle it to ensure the Company's rights.
- In October 2016, Lone Star Silicon Innovations LLC (Lone Star) filed a lawsuit against Nanya $(ii)$ Technology Corp. (Nanya) and two of its subsidiaries, Nanya Technology Corp., USA (NTC) USA) and Nanya Technology Corp., Delaware (NTC Delaware), to the US District Court of East Texas for patent infringement. The lawsuit was handed over to the US District Court of Northern California in July 2017, wherein it was denied in January 2018. Therefore, Lone Star appealed to the US Court of Appeals for the Federal Circuit on the said matter. The case is still in progress. The Company has engaged lawyers to handle the case to ensure its rights.
- (iii) In November 2019, Monterey Research LLC (Monterey) filed a lawsuit against Nanya Technology Corp. (Nanya) and two of its subsidiaries, Nanya Technology Corp., USA (NTC USA) and Nanya Technology Corp., Delaware (NTC Delaware), to the US District Court of Delaware for patent infringement. The Company has engaged counsels to properly handle it to ensure the Company's rights.
- The original Joint Venture agreement signed by the Company, Micron Technology, Inc. and its $(iv)$ related parties was terminated after Micron Semiconductor Co. completed its share-swap with Micron Technology Taiwan. Both parties had mutually agreed to sign a cooperation agreement, the details of the agreement were as follows:
- The estimated cost for improving specific environmental safety and factory facilities in $\left| \right|$ mutually operating period of joint venture agreement amounted to US\$54,030 thousand; the Company agreed to share the 50% portion of the total costs and accrued it as expense of \$850,000 (USD27,015 thousand) to other payable. The Company will share the cost based on the actual amounts at the appointed time. As of December 31, 2019 and 2018, the payment amounting to $$44,150(USD$1,460$ thousand) and $$27,000$ (USD\$900 thousand) had been recognized by the Company, respectively.
$2)$ The Company agreed to share the 50% portion of the total losses for penalty, improving costs and suspending operation before the date of share-swap in the following two to five years due to an existing event of environmental safety and factory facilities which violated the laws.
(10) Losses Due to Major Disasters: None
(11) Subsequent Events: None
$(12)$ Other:
A summary of current-period employee benefits, depreciation, and amortization, by function, is as follows:
| For the year ended December 31, 2019 | For the year ended December 31, 2018 | ||||||
|---|---|---|---|---|---|---|---|
| Cost of goods sold |
Operating expenses |
Total | Cost of goods sold |
Operating expenses |
Total | ||
| Employee benefits | |||||||
| Salaries | 3,041,992 | 1,643,263 | 4,685,255 | 3,945,782 | 1,959,182 | 5,904,964 | |
| Labor and health insurance | 192,226 | 73,687 | 265,913 | 175,515 | 67,033 | 242,548 | |
| Pension expenses | 99,008 | 54,255 | 153,263 | 92,607 | 48,129 | 140,736 | |
| Remuneration of directors | 6,660 | 6,660 | 6,300 | 6,300 | |||
| Other personnel expenses | 71,809 | 23,935 | 95,744 | 68,850 | 22,730 | 91,580 | |
| Depreciation expenses | 14,045,030 | 273,001 | 14,318,031 | 11,827,103 | 148,113 | 11,975,216 | |
| Amortization expenses | 91,126 | 91,126 | 97,298 | 97,298 |
The Company's number of employees and additional information on employee benefits are as follows :
| For the years ended December 31, |
|||
|---|---|---|---|
| 2019 | 2018 | ||
| Number of employees | 3,208 | 3,000 | |
| Number of non-employee directors | 10 | ||
| Average employee benefit | 1,625 | 2,134 | |
| Average employee salaries | 1,464 | 1,975 | |
| Adjustment percentage of average employee salaries | $(25.87)\%$ |
(13) Other disclosures:
$(a)$ Information on significant transactions:
The following is the information on significant transactions required by the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" for the Company:
- Loans to other parties: None $(i)$
- $(ii)$ Guarantees and endorsements for other parties: None
- (iii) Securities held as of December 31, 2019 (excluding investment in subsidiaries, associates and joint ventures):
(In Thousands of New Taiwan Dollars)
| Category and | Ending balance | |||||||
|---|---|---|---|---|---|---|---|---|
| Name of holder | name of security |
Relationship with company |
Account title |
Shares/Units (thousands) |
Carrying value | Percentage of ownership (%) |
Fair value | Note |
| The Company | Memoright (Cayman) | Financial assets measured l | ||||||
| Co., LTD. | lat amortized cost and fair | |||||||
| walue through other | ||||||||
| comprehensive income |
(iv) Individual securities acquired or disposed of with accumulated amount exceeding the lower of \$300 million or 20% of the Company's paid-in capital:
(In Thousands of New Taiwan Dollars / shares)
| Canceouv and | Name of | Relationship | Beginning Balance | Purchases | Sales | Ending Balance | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name of company |
name of security | Account name |
counter-party | with the company |
Shares (thousand) |
Amount | Shares (thousand) |
Amount | Shares (thousand) |
Price | Cost | Gain on disposa? |
Shares (housand) |
Amount | Note |
| Formosa | Stocks | Investment | Formosa Taffeta | Associates | 84,022 | 3,006,603 | 57,489 | 2,049,483 | COL | 141,511 | 5,019,236 | (note) | |||
| Advanced | accounted for using Co., Ltd. | ||||||||||||||
| Technologies Co. | equity method | ||||||||||||||
| Lıd. | |||||||||||||||
| Nanya | Stocks | Investment | Nanya | Subsidiary | 30,736,892 | 02 | 6.116.400 | $\overline{\phantom{a}}$ | - | ۰, | 37,056,782 | ||||
| Technology | accounted for using [Technology] | ||||||||||||||
| International, | equity method | Enternational. | |||||||||||||
| Lid | Lıd |
Note: Refer to details of investments accounted for using equity method to Note 6(d).
- Acquisition of individual real estate with amount exceeding the lower of \$300 million or 20% of the Company's paid-in $(v)$ capital: None
- (vi) Disposal of individual real estate with amount exceeding the lower of \$300 million or 20% of the Company's paid-in capital: None
- (vii) Related-party transaction for purchases and sales for which amounts exceeding the lower of \$100 million or 20% of the Company's paid-in capital:
| Transactions with terms | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Transaction details | different from others | Notes/Accounts receivable (payable) | |||||||||
| Name of company |
Related party | Nature of relationship |
Purchase /Sale |
Amount | Percentage of total purchases/sales |
Payment terms | Unit price | Payment terms |
Percentage of total notes/accounts Ending balance receivable (payable) |
Note | |
| The Company Nanya Technology Corp., U.S.A. |
Subsidiary | (Sale) | (5,663,168) | $(11.00)\%$ | O/A 60~90Days | 1,506,294 | 20.06% | ||||
| The Company Nanya Technology Corp., Japan |
Subsidiary | (Sale) | (3,849,678) | (7.48)% | O/A 180Days | 457,907 | 6.10% | ||||
| The Company Nanya Technology Corp., Europe GmbH |
Subsidiary | (Sale) | (2,586,092) | $(5.02)\%$ | O/A 60~90Davs | 384,798 | 5.13% | ||||
| The company | Nanya Technology Corp., HK |
subsidiary | (Sale) | (186, 251) | $(0.36)\%$ | O/A 60~90 Days | 42.150 | 0.56% | |||
| The Company Formosa Sumco Technology Corp. |
Other related parties | Purchase | 1,199,180 | 9.77% | O/A 60Days | (119, 204) | $(4.40)\%$ | ||||
| The Company Formosa Biomedical Other related parties Technology Corporation |
Purchase | 160,629 | 1.31% | Payment after arrival and inspection of goods |
(6,328) | (0.23)% |
(In Thousands of New Taiwan Dollars)
| Transaction details | Transactions with terms different from others |
Notes/Accounts receivable (pavable) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Name of company |
Related party | Nature of relationship |
Purchase /Sale |
Amount | Percentage of total purchases/sales |
Payment terms | Unit price | Payment terms |
Percentage of total notes/accounts Ending balance receivable (payable) |
Note | |
| Nanya Technology Corp., U.S.A |
Nanya Technology Corp |
The parent company | Purchase | 5,663,168 | 100.00% | O/A 60-90Days | (1, 506, 294) | $(100.00)\%$ | |||
| Nanya Technology Corp., Japan |
Nanya Technology Corp |
The parent company | Purchase | 3,849,678 | 100.00% | O/A 180Davs | (457, 907) | (100.00)% | |||
| Nanya Technology Corp., Europe GmbH |
Nanya Technology Corp |
The parent company | Purchase | 2,586,092 | 100.00% | O/A 60~90Days | (384, 798) | (100.00)% | |||
| Nanya Technology Corp., HK |
Nanya Technology Corp |
The parent company | Purchase | 186,251 | 100.00% | O/A 60~90Davs | (42, 150) | (100.00)% |
(viii) Receivables from related parties with amounts exceeding the lower of \$100 million or 20% of the Company's paid-in capital:
| (In Thousands of New Taiwan Dollars) | |||||||
|---|---|---|---|---|---|---|---|
| -------------------------------------- | -- | -- | -- | -- | -- | -- | -- |
| Name of | Nature of | Account receivable | Turnover | Overdue | Amounts received in | Allowance | ||
|---|---|---|---|---|---|---|---|---|
| company | Counter-party | relationship | from related parties | rate | Amount | Action taken | subsequent period | for bad debts |
| The Company | Nanya Technology Corp., U.S.A. | Subsidiary | 1.506.295 | 2.83 | 787,718 | |||
| The Company | Nanya Technology Corp., Japan | Subsidiary | 457.907 | 6.64 | 256.186 | |||
| The Company | Nanya Technology Europe GmbH | Subsidiary | 384,798 | 5.35 | 240,848 |
- (ix) Trading in derivative instruments: None
- (b) Information on investees:
The following is the information on investees for the year ended December 31, 2019 (excluding information on investees in Mainland China):
| Main | Original investment amount | Balance as of December 31, 2019 | Net income | Share of | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Name of investor | Name of investee | Location | businesses and products | December 31. 2019 |
December 31, 2018 |
Shares (thousand) |
Percentage of ownership |
Carrying value |
(tosses) of investee |
profits/losses of investee |
Note |
| The Company | Nanya Technology Corp., U.S.A. | USA | Sales of semiconductor products | 20,392 | 20,392 | 100.00 % | 146,262 | 15,114 | 15,114 | ||
| The Company | Nanya Technology Corp., Delaware | U.S.A | Design of semiconductor products | 36,005 | 36,005 | 100.00 % | 163,680 | 17,660 | 17,660 | ||
| The Company | Nanya Technology Corp., HK | Hong Kong | ales of semiconductor products | 66,271 | 66,271 | 201 | 100,00 % | 57,982 | 8,462 | 8,462 | |
| The Company | Nanya Technology Corp., Japan | Japan | Sales of semiconductor products | 20,161 | 20,161 | 100 00 % | 183,267 | 12,126 | 12,126 | ||
| The Company | Formosa Advanced Technologies Co., Yunlin Ltd |
Assembling, testing and producing modules for IC |
5,099,482 | 3,049,999 | 141,511 | 32.00 % | 5,019,236 | 1,262,496 | 183,875 | ||
| The Company | Nanya Technology International, Ltd | British Virgin Island |
General investment business | 37 004 400 | 30,888,000 | $\overline{2}$ | 100.00 % | 37.056,782 | 950,976 | 950,976 | |
| Nanya Technology Corp., HK |
Nanya Technology Europe GmbH | Germany | Sales of semiconductor products | 30,056 | 30,056 | 100.00 % | 65,134 | 5,072 | 5,072 |
(In Thousands of New Taiwan Dollars / shares)
Information on investment in mainland China: $(c)$
The names of investees in Mainland China, the main businesses and products, and other information: $(i)$
| (In Thousands of New Taiwan Dollars) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name of investee |
Main businesses and products |
Total amount of paid-in capital |
Method of investment |
Accumulated outflow of investment from Taiwan as of January 1, 2019 |
Outflow | Investment flows Inflow |
Accumulated outflow I Ωſ investment from Taiwan as of December 31, 2019 |
Net income (losses) of the investee |
Percentage Ωf ownership |
Investment income (losses) |
Book value |
Accumulated remittance of earnings in current period |
| Vanya Technology Corp., Shenzhen |
Sales of semiconductor i products |
29,654 (USD985 thousand) |
(Note) | 29,654 (USD985 thousand) |
29,654 (USD985 thousand) |
1.773 | 100.00% | 1.773 | 15.279 |
Note 1: Indirect investment in Nanya Technology Corp., Shenzhen through Nanya Technology Corp., HK.
(ii) Limitation on investment in Mainland China:
| Accumulated Investment in Mainland China as l of December 31, 2019 (Note 1) |
Investment Amounts Authorized by Investment Commission, MOEA (Note 1) |
Upper Limit on Investment (Note 2) |
|---|---|---|
| 29.654 | 29.654 | 91.206.932 |
| (USD985 thousand) | (USD985 thousand) |
Note 1: The exchange rate of New Taiwan dollars to US dollars on December 31, 2018 was USD1: TWD 30.106.
$\hat{\boldsymbol{\beta}}$
$\hat{\mathcal{L}}$
Note 2:60% of net equity.
(iii) Significant transactions: None
(14) Segment information:
Please refer to the consolidated financial statements as of and for the year ended December 31, 2019.
STATEMENT OF CASH AND CASH EQUIVALENTS
December 31, 2019
(Expressed in thousands of New Taiwan Dollars)
Items Description Amount Note $\overline{s}$ Cash on hand Pretty cash $\mathbf{1}$ 3,782 Cash in bank Checking Account Demand deposits 2,229,096 Foreign currency deposits 1,320,750 (Notel) Cash Equivalents Time deposits 2,130,351 (Note2) Repurchase bonds 359,540 Commercial paper 454,300 6,497,820 Total S
| Note 1 | Original currency (in thousand) |
Exchange rate | |
|---|---|---|---|
| USD | 35,539 | 30.106 | |
| JPY | 888,926 | 0.2763 | |
| EUR | 144 | 33.6895 | |
| HKD | 88 | 3.8634 |
| Note 2: | Bank | Original currency | Exchange rate | Term | |
|---|---|---|---|---|---|
| Bank of China | USD | 20,018.00 | 30.106 | $2019.12.13 \sim 2020.1.13$ | |
| Bank of China | USD | 15,031.00 | 30.106 | $2019.12.16 \sim 2020.1.13$ | |
| Bank of China | USD | 20,000.00 | 30.106 | $2019.12.26 \sim 2020.1.02$ | |
| Bank SinoPac | USD | 15,049.00 | 30.106 | $2019.10.21 \rightarrow 2020.1.21$ | |
| Mega International Commercial Bank |
TWD | 20,000.00 | 1.000 | $2019.11.11 \rightarrow 2020.5.09$ |
Statement of trade receivables
December 31, 2019
(Expressed in thousands of New Taiwan Dollars)
| Clients | Amount |
|---|---|
| Non-related parties: | |
| KINGSTONE | \$ 1,079,529 |
| MediaTek Inc. | 599,649 |
| Huawei | 436,530 |
| Techmosa International Inc. | 385,029 |
| WPI | 382,174 |
| Others | 2,192,001 |
| Total | 5,074,912 |
$\mathcal{A}^{\mathcal{A}}$
STATEMENT OF INVENTORIES
December 31, 2019
(Expressed in thousands of New Taiwan Dollars)
| Amount | |||
|---|---|---|---|
| Items | Cost | Net Realizable value |
|
| Raw materials | S | 381,848 | 381,848 |
| Work in process | 7,329,074 | 7,329,074 | |
| Finished goods | 10,361,386 | 10,361,386 | |
| Total | 18,072,308 | 18,072,308 |
STATEMENT OF PREPAYMENTS
December 31, 2019
(Expressed in thousands of New Taiwan Dollars)
| Items | Description | Amount |
|---|---|---|
| Prepayment for supplies | Raw materials | \$ 31,141 |
| Project maintenance | 629,068 | |
| Computer usage charge fee | 294,846 | |
| Computer software charge fee | 147,251 | |
| Others | 531,678 | |
| Total | 1,633,984 |
$\mathcal{A}^{\mathcal{A}}$
$\hat{\mathbf{s}}(\cdot,\cdot)$
| I |
|---|
| I ı ۱ |
$\overline{\phantom{a}}$
STATEMENT OF CHANGES IN INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
For the year ended December 31, 2019
(Expressed in thousands of New Taiwan Dollars)
| Beginning Balance | Additions | Disposals | Ending Balance | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of | Number of | Amount (Notel) |
Number of | Income from | Number of | Percentage | Guarante | |||||
| Investee Company | Shares _ | Amount | Shares | Shares | Amount | Others (Note2) |
investments | Shares | of ownership | Amount | ||
| Nanya Technology Corp, USA | $2,400$ \$ | 123,821 | 8,645 | $\sqrt{15}$ | $100.00\%$ | $\overline{147,580}$ | or pledge Mil |
|||||
| Nanya Technology Corp, Delaware | 148,076 | 17,660 | 100.00 % | 165,73 | ||||||||
| Nanya Technology Corp, HK | 19,699 | 60,098 | 8,462 | 19,699 | 100.00% | 68,560 | Ξ | |||||
| Nanya Technology Corp, Japan | 1,000 | 191,823 | 988 | 12,126 | 00(1) | 100.00 % | 204,937 | Ξ | ||||
| Formosa Advanceed Technologies Co., Ltd. | 84,022,000 | 3,006,603 | 57,489,000 | 2,049,483 | 210,056 | (10, 669) | 183,875 | 141,511,000 | 32.00 % | 5,019,236 | Ξ | |
| Nanya Technology International, Ltd | 1,000 | 30,891,823 | 200 | $-6,116,400$ | ⇃ | ا ا | 950.97 | 1,200 | 100.00% | 37,959,195 | Ē | |
| Subtoatl | 34,422,244 | 8,165,883 | 210,05 | (036) | 1.188.213 | 43,565,248 | ||||||
| Add: Exchange differences on translation of foreign financial statements |
||||||||||||
| Nanya Technology Corp, USA | 2,112 | (3,430) | (1,318) | |||||||||
| Nanya Technology Corp, Delaware | 1,463 | (3,519) | (2,056) | |||||||||
| Nanya Technology Corp, HK | (7,582) | (2,996) | (10,578) | |||||||||
| Nanya Technology Corp, Japan | (20,798) | (872) | (21,670) | |||||||||
| Nanya Technology International, Ltd | (154, 931) | ŀ | (747, 486) | (902, 417) | ||||||||
| Subtoatl | (179, 736) | $\overline{\phantom{0}}$ | (758, 303) | (938, 039) | ||||||||
| 34,242,508 | 8.165.883 | 210,056 | (759, 339) | 42,627,209 |
Note1: The amounts consisted of cash dividend.
Note2: The amounts consisted of unrealized net profit or loss from sales amounting to \$9,633, share of profit of associates accounted for using equity of associates accounted for using equity method amounting to \$19.
STATEMENT OF TRADE PAYABLES
December 31, 2019
(Expressed in thousands of New Taiwan Dollars)
| Items | Description | Amount |
|---|---|---|
| Accounts Payable | Purchase of O/A | 922,231 |
| Purchase of raw material and supplies | 1,611,545 | |
| Others | 39,983 | |
| Total | 2,573,759 |
STATEMENT OF OTHER PAYABLES
| Items | Amount |
|---|---|
| Salaries payable | 1,489,425 |
| Royalty Payable | 2,573,638 |
| Consigned out for processing | 950,534 |
| Others | 1,592,320 |
| 6,605,917 |
$\sim 10^{-10}$
STATEMENT OF OPERATING COSTS
For the year ended December 31, 2019
(Expressed in thousands of New Taiwan Dollars)
| Items | Amount |
|---|---|
| Beginning balance of year for raw materials | \$ 590,036 |
| Add: raw materials purchased | 12,250,424 |
| Ending balance of year for raw materials | (381, 848) |
| Less: Others | 467,849 |
| Reclassified to manufacturing and operating expenses | (5,261,023) |
| Usage material | 7,665,437 |
| Direct labor | 508,281 |
| Manufacturing expenses | 34,405,596 |
| Manufacturing Costs | 42,579,314 |
| Beginning balance of year for work in progress | 5,870,118 |
| Add: Transferred from finished goods | 13,892,855 |
| Less: Reclassified to operating expenses | (1,672,895) |
| Ending balance of year for work in progress | (7,329,074) |
| Cost of finished goods | 53,340,318 |
| Beginning balance of year for finished goods | 5,688,198 |
| Add: Purchase of finished goods | 21,051 |
| Less: Reclassified to work in progress | (13,892,855) |
| Reclassified to operating expenses | (60, 706) |
| Ending balance of year for finished goods | (10, 361, 386) |
| Add: Other costs | 135,485 |
| Loss on work stoppage | 381,650 |
| Operating costs | 35,251,755 |
STATEMENT OF SELLING EXPENSES
For the year ended December 31, 2019
(Expressed in thousands of New Taiwan Dollars)
| Items | Amount |
|---|---|
| Salaries | 234,148 \$ |
| Air Freights on export sales | 71,443 |
| Commissions on export sales | 47,168 |
| Others | 184,008 |
| Total | 536,767 |
$\sim 10^{-10}$
$\sim 10^{-1}$
STATEMENT OF ADMINISTRATIVE EXPENSES
For the year ended December 31, 2019
(Expressed in thousands of New Taiwan Dollars)
| Items | Amount |
|---|---|
| Salaries | 511,405 \$ |
| Amortization expenses | 160,396 |
| Miscellaneous expenses | 133,637 |
| Professional service fee | 130,084 |
| Utilities | 91,850 |
| Maintenance expenses | 74,613 |
| Others | 218,281 |
| 1,320,266 |
STATEMENT OF RESEARCH AND DEVELOPMENT EXPENSE
December 31, 2019
(Expressed in thousands of New Taiwan Dollars)
| Items | Amount |
|---|---|
| Testing material expenses | 2,714,196 P |
| Salaries | 1,055,058 |
| Computer usage expenses | 258,258 |
| Depreciation expenses | 256,105 |
| Others | 642,811 |
| 4,926,428 |