AI assistant
NTC — Interim / Quarterly Report 2021
Dec 16, 2021
52061_rns_2021-12-16_ed498eb8-b5f8-4ba2-8b2e-2717a106adc7.pdf
Interim / Quarterly Report
Open in viewerOpens in your device viewer
1
Stock Code:2408
NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES
Consolidated Financial Statements
With Independent Auditors’ Review Report For the Nine Months Ended September 30, 2021 and 2020
Address: No.98, Nanlin Rd., Dake Vil., Taishan Dist., New Taipei City, Taiwan (R.O.C.) Telephone:(02)2904-5858
The independent auditors’ review report and the accompanying consolidated 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’ review report and consolidated financial statements, the Chinese version shall prevail.
2
Table of contents
| Contents 1. Cover Page 2. Table of Contents 3. Independent Auditors’ Review Report 4. Consolidated Balance Sheets 5. Consolidated Statements of Comprehensive Income 6. Consolidated Statements of Changes in Equity 7. Consolidated Statements of Cash Flows 8. Notes to the Consolidated Financial Statements (1) Company history (2) Approval date and procedures of the consolidated financial statements (3) New standards, amendments and interpretations adopted (4) Summary of significant accounting policies (5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty (6) Explanation of significant accounts (7) Related-party transactions (8) Pledged assets (9) Commitments and contingencies (10) Losses Due to Major Disasters (11) Subsequent Events (12) Other (13) Other disclosures (a) Information on significant transactions (b) Information on investees (c) Information on investment in mainland China (d) Information on major shareholders (14) Segment information |
Page |
|---|---|
| 1 2 3 4 5 6 7 8 8 8~10 10~11 12 12~37 38~41 41 41~42 42 42 43 44~45 46 46 47 47~48 |
3
==> picture [169 x 19] intentionally omitted <==
KPMG
台北市110615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, Fax 傳真 + 886 2 8101 6667 Xinyi Road, Taipei City 110615, Taiwan (R.O.C.) Internet 網址 home.kpmg/tw
Independent Auditors’ Review Report
To the Board of Directors of Nanya Technology Corporation:
Introduction
We have reviewed the accompanying consolidated balance sheets of Nanya Technology Corporation (the "Company") and its subsidiaries (together referred to as the "Group") as of September 30, 2021 and 2020, the related consolidated statements of comprehensive income for the three months and nine months ended September 30, 2021 and 2020, as well as the changes in equity and cash flows for the nine months ended September 30, 2021 and 2020, and notes to the consolidated financial statements, including a summary of significant accounting policies. The management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard ("IASs") 34, “Interim Financial Reporting” endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China. Our responsibility is to express a conclusion on the consolidated financial statements based on our reviews.
Scope of Review
We conducted our reviews in accordance with Statement of Auditing Standard 65, “ Review of Financial Information Performed by the Independent Auditor of the Entity” . A review of the consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the generally accepted auditing standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
3-1
Conclusion
Based on our reviews, nothing has come to our attention that causes us to believe that the accompanying consolidated financial statements do not present fairly, in all material respects, the consolidated financial position of Nanya Technology Corporation and its subsidiaries as of September 30, 2021 and 2020, and of its consolidated financial performance for the three months and nine months ended September 30, 2021 and 2020, as well as its consolidated cash flows for the nine months ended September 30, 2021 and 2020 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34, “ Interim Financial Reporting” endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
The engagement partners on the reviews resulting in this independent auditors’ review report are Hui-Chih Ko and Hsin-Yi Kuo.
KPMG
Taipei, Taiwan (Republic of China) November 3, 2021
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated statement of 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 review such consolidated financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ report and the accompanying consolidated 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 consolidated financial statements, the Chinese version shall prevail.
4
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Reviewed only, not audited in accordance with the generally accepted auditing standards as of September 30, 2021 and 2020
Nanya Technology Corporation and Subsidiaries
Consolidated Balance Sheets
September 30, 2021, December 31 and September 30, 2020 (Expressed in Thousands of New Taiwan Dollars)
| September 30, 2021 Assets Amount % Current assets: 1100 Cash and cash equivalents (Note 6(a)) $ 71,557,947 38 1170 Accounts receivable, net (Notes 6(b)(p)) 12,961,380 7 1180 Accounts receivable due from related parties, net (Note 6(b)(p) and 7) - - 1200 Other receivables (Notes 6(c)) 1,422,133 1 1310 Inventories (Note 6(d)) 10,870,335 6 1410 Prepayments (Note 6(e)) 865,244 1 1470 Other current assets (Note 6(e)) 614,597 - Total current assets 98,291,636 53 Non-current assets: 1517 Non-current financial assets at fair value through other comprehensive income 5,700 - 1550 Investments accounted for using equity method (Note 6(f)) 5,206,948 3 1600 Property, plant and equipment (Notes 6(g)(v) and 7) 79,291,727 42 1755 Right-of-use assets (Notes 6(h)) 1,710,714 2 1780 Intangible assets 1,074,746 - 1840 Deferred tax assets 271,720 - 194D Long-term financial lease payments receivable (Note 6(i)) 313,846 - 1990 Other non-current assets (Note 8) 137,163 - Total non-current assets 88,012,564 47 Total assets $ 186,304,200 100 |
December 31, 2020 Amount % 51,725,906 31 7,867,928 4 8,237 - 1,496,119 1 14,126,982 9 559,481 - 959,948 1 76,744,601 46 - - 5,160,505 3 79,728,620 49 1,790,192 1 1,258,380 1 353,567 - 483,436 - 112,679 - 88,887,379 54 165,631,980 100 |
September 30, 2020 Amount % 47,125,617 28 9,636,173 6 1,384 - 1,806,927 1 15,455,652 10 1,027,639 - 1,050,826 1 76,104,218 46 - - 4,871,850 3 81,108,305 49 1,837,302 1 1,319,201 1 456,866 - 537,083 - 971,640 - 91,102,247 54 167,206,465 100 Liabilities and Equity Current liabilities: 2170 Accounts payable 2180 Accounts payable to related parties (Note 7) 2200 Other payables 2220 Other payables to related parties (Note 7) 2230 Current tax liabilities 2280 Current lease liabilities (Notes 6(j) and 7) 2399 Other current liabilities Total current liabilities Non-Current liabilities: 2570 Deferred tax liabilities 2580 Non-current lease liabilities (Notes 6(j) and 7) 2640 Net defined benefit liability, non-current 2670 Other non-current liabilities Total non-current liabilities Total liabilities Equity (Note 6(m)): 3110 Ordinary shares 3140 Advance receipts for share capital 3200 Capital surplus 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings 3400 Other equity interest 3500 Treasury shares Total equity Total liabilities and equity |
September 30, 2021 | December 31, 2020 | September 30, 2020 Amount % 3,967,748 2 109,893 - 4,372,980 2 1,050,927 1 1,039,252 1 177,833 - 1,168 - 10,719,801 6 1,158 - 1,662,485 1 572,372 - 852,080 1 3,088,095 2 13,807,896 8 30,926,119 19 23,147 - 32,433,118 19 14,110,871 8 1,041,100 1 78,467,043 47 (2,455,897) (1) (1,146,932) (1) 153,398,569 92 167,206,465 100 |
||
|---|---|---|---|---|---|---|---|
| Amount % |
Amount % |
||||||
| 2,027,096 1 84,678 - 4,211,470 2 1,069,910 1 1,131,327 1 178,432 - 75,759 - 8,778,672 5 4,042 - 1,617,652 1 566,283 - 853,304 1 3,041,281 2 11,819,953 7 30,935,939 19 36,264 - 32,451,689 20 14,110,871 8 1,041,100 1 79,394,603 48 (3,011,507) (2) (1,146,932) (1) 153,812,027 93 165,631,980 100 |
See accompanying notes to consolidated financial statements.
5
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Reviewed only, not audited in accordance with generally accepted auditing standards
Nanya Technology Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income
For the three months and nine months ended September 30, 2021 and 2020
(Expressed in Thousands of New Taiwan Dollars, Except Earnings Per Share)
| For the three months ended September 30, 2021 2020 Amount % Amount % 4000 Operating revenue (Note 6(p)) $ 23,837,128 100 15,323,867 100 5000 Operating costs (Notes 6(g)(h)(j)(k)(n)(q) and 7) (12,101,931) (51) (11,362,124) (74) Gross profit from operations 11,735,197 49 3,961,743 26 Operating expenses (Notes 6(g)(h)(j)(k)(n)(q) and 7): 6100 Selling expenses (222,783) (1) (196,425) (1) 6200 Administrative expenses (419,637) (2) (306,864) (2) 6300 Research and development expenses (2,019,837) (8) (1,388,970) (9) Total operating expenses (2,662,257) (11) (1,892,259) (12) Net operating income 9,072,940 38 2,069,484 14 Non-operating income and expenses (Notes 6(g)(i)(j)(r) and 7): 7100 Interest income 53,294 - 108,214 - 7020 Other gains and losses, net 137,536 1 (195,324) (1) 7050 Finance costs (5,892) - (6,350) - 7060 Share of profit of associates accounted for using equity method, net 131,122 - 118,517 1 Total non-operating income and expenses 316,060 1 25,057 - 7900 Profit from continuing operations before tax 9,389,000 39 2,094,541 14 7950 Income tax expenses (Note 6(l)) (1,861,805) (8) (481,165) (3) Profit 7,527,195 31 1,613,376 11 8300 Other comprehensive income (loss) (Note 6(m)): 8310 Components of other comprehensive income (loss) income that will not be reclassified to profit or loss 8316 Unrealized losses from investments in equity instruments measured at fair value through other comprehensive income (300) - - - 8320 Share of other comprehensive income (loss) of associates accounted for using equity method, components of other comprehensive income (loss) that will not be reclassified to profit or loss (30,354) - (70,408) - 8349 Less: Income tax related to components of other comprehensive income (loss) that will not be reclassified to profit or loss (60) - - - Components of other comprehensive income (loss) that will not be reclassified to profit or loss (30,594) - (70,408) - 8360 Components of other comprehensive (loss) income that may be reclassified to profit or loss 8361 Exchange differences on translation of foreign financial statements (4,911) - (645,359) (5) 8399 Less:Income tax related to components of other comprehensive income (loss) that may be reclassified to profit or loss - - - - Components of other comprehensive (loss) income that may be reclassified to profit or loss (4,911) - (645,359) (5) 8300 Other comprehensive (loss) income, net (35,505) - (715,767) (5) 8500 Comprehensive income $ 7,491,690 31 897,609 6 Earnings per share (Note 6(o)) 9750 Basic earnings per share $ 2.44 0.53 9850 Diluted earnings per share $ 2.42 0.52 |
For the three months ended September 30, |
For the three months ended September 30, |
For the nine months ended September 30, 2021 2020 Amount % Amount % 64,205,209 100 46,232,094 100 (37,724,674) (59) (33,791,981) (73) 26,480,535 41 12,440,113 27 (631,886) (1) (607,718) (1) (1,141,578) (2) (1,002,805) (2) (5,544,078) (9) (3,698,734) (9) (7,317,542) (12) (5,309,257) (12) 19,162,993 29 7,130,856 15 199,505 - 586,664 1 (88,300) - (227,315) - (17,887) - (6,917) - 386,534 1 371,083 1 479,852 1 723,515 2 19,642,845 30 7,854,371 17 (3,247,950) (5) (1,092,479) (2) 16,394,895 25 6,761,892 15 (300) - - - (14,631) - (207,159) - (60) - - - (14,871) - (207,159) - (800,850) (1) (1,207,638) (3) - - - - (800,850) (1) (1,207,638) (3) (815,721) (1) (1,414,797) (3) 15,579,174 24 5,347,095 12 5.31 2.21 5.27 2.19 |
For the nine months ended September 30, 2021 2020 Amount % Amount % 64,205,209 100 46,232,094 100 (37,724,674) (59) (33,791,981) (73) 26,480,535 41 12,440,113 27 (631,886) (1) (607,718) (1) (1,141,578) (2) (1,002,805) (2) (5,544,078) (9) (3,698,734) (9) (7,317,542) (12) (5,309,257) (12) 19,162,993 29 7,130,856 15 199,505 - 586,664 1 (88,300) - (227,315) - (17,887) - (6,917) - 386,534 1 371,083 1 479,852 1 723,515 2 19,642,845 30 7,854,371 17 (3,247,950) (5) (1,092,479) (2) 16,394,895 25 6,761,892 15 (300) - - - (14,631) - (207,159) - (60) - - - (14,871) - (207,159) - (800,850) (1) (1,207,638) (3) - - - - (800,850) (1) (1,207,638) (3) (815,721) (1) (1,414,797) (3) 15,579,174 24 5,347,095 12 5.31 2.21 5.27 2.19 |
|---|---|---|---|---|
| 2020 Amount % 15,323,867 100 (11,362,124) (74) 3,961,743 26 (196,425) (1) (306,864) (2) (1,388,970) (9) (1,892,259) (12) 2,069,484 14 108,214 - (195,324) (1) (6,350) - 118,517 1 25,057 - 2,094,541 14 (481,165) (3) 1,613,376 11 - - (70,408) - - - (70,408) - (645,359) (5) - - (645,359) (5) (715,767) (5) 897,609 6 0.53 0.52 |
2021 Amount % 64,205,209 100 (37,724,674) (59) 26,480,535 41 (631,886) (1) (1,141,578) (2) (5,544,078) (9) (7,317,542) (12) 19,162,993 29 199,505 - (88,300) - (17,887) - 386,534 1 479,852 1 19,642,845 30 (3,247,950) (5) 16,394,895 25 (300) - (14,631) - (60) - (14,871) - (800,850) (1) - - (800,850) (1) (815,721) (1) 15,579,174 24 5.31 5.27 |
|||
| 2.19 |
See accompanying notes to consolidated financial statements.
6
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Reviewed only, not audited in accordance with generally accepted auditing standards
Nanya Technology Corporation and Subsidiaries
Consolidated Statements of Changes in Equity For the nine months ended September 30, 2021 and 2020 (Expressed in Thousands of New Taiwan Dollars)
| Balance at January 1, 2020 Net profit for the nine months ended September 30, 2020 Other comprehensive loss for the nine months ended September 30, 2020 Total comprehensive income (loss) for the nine months ended September 30, 2020 Appropriation and distribution of retained earnings: Legal reserve appropriated Special reserve appropriated Cash dividends of ordinary share Other changes in capital surplus: Changes in equity of associates accounted for using equity method Recognized compensation costs on employee stock options Capital reduction to offset accumulated deficits Exercise of employee share options Balance at September 30, 2020 Balance at January 1, 2021 Net profit for the nine months ended September 30, 2021 Other comprehensive income (loss) for the nine months ended September 30, 2021 Total comprehensive income (loss) for the nine months ended September 30, 2021 Appropriation and distribution of retained earnings: Legal reserve appropriated Special reserve appropriated Cash dividends of ordinary share Other changes in capital surplus: Changes in equity of associates accounted for using equity method Past due unclaimed dividends Exercise of employee share options Treasury shares transferred to employees Balance at September 30, 2021 |
Ordinary shares |
Ordinary shares |
Advance receipts for share capital 3,475 - - - - - - - - - 19,672 23,147 36,264 - - - - - - - - (28,536) - 7,728 |
Capital surplus 32,005,339 - - - - - - 14 58,420 79 369,266 32,433,118 32,451,689 - - - - - - 15 123 64,616 281,376 32,797,819 |
Legal reserve 13,128,412 - - - 982,459 - - - - - - 14,110,871 14,110,871 - - - 768,945 - - - - - - 14,879,816 |
Special reserve |
Unappropriated retained earnings |
O | t | her equity interes | t Total other equity interest (1,041,100) - (1,414,797) (1,414,797) - - - - - - - (2,455,897) (3,011,507) - (815,721) (815,721) - - - - - - - (3,827,228) |
Treasury shares (1,146,932) - - - - - - - - - - (1,146,932) (1,146,932) - - - - - - - - - 769,018 (377,914) |
Total equity | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchange differences on translation of foreign financial statements |
Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income |
|||||||||||||||
| $ 30,733,649 - - - - - - - - - 192,470 $ 30,926,119 $ 30,935,939 - - - - - - - - 34,900 - $ 30,970,839 |
273,834 | 78,054,876 6,761,892 - 6,761,892 (982,459) (767,266) (4,600,000) - - - - 78,467,043 79,394,603 16,394,895 - 16,394,895 (768,945) (1,970,407) (4,000,000) - - - - 89,050,146 |
(938,039) - (1,207,638) (1,207,638) - - - - - - - (2,145,677) (2,893,732) - (800,850) (800,850) - - - - - - - (3,694,582) |
(103,061) - (207,159) (207,159) - - - - - - - (310,220) (117,775) - (14,871) (14,871) - - - - - - - (132,646) |
152,011,553 | |||||||||||
| - - |
6,761,892 (1,414,797) |
|||||||||||||||
| - | 5,347,095 | |||||||||||||||
| - 767,266 - - - - - |
- - (4,600,000) 14 58,420 79 581,408 |
|||||||||||||||
| 1,041,100 | 153,398,569 | |||||||||||||||
| $ 30,935,939 | 1,041,100 | 153,812,027 | ||||||||||||||
| - - |
- - |
16,394,895 (815,721) |
||||||||||||||
| - | - | 15,579,174 | ||||||||||||||
| - - - - - 34,900 - |
- 1,970,407 - - - - - |
- - (4,000,000) 15 123 70,980 1,050,394 |
||||||||||||||
| $ 30,970,839 |
3,011,507 | 166,512,713 |
See accompanying notes to consolidated financial statements.
7
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Reviewed only, not audited in accordance with generally accepted auditing standards
Nanya Technology Corporation and Subsidiaries
Consolidated Statements of Cash Flows
For the nine months ended September 30, 2021 and 2020
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from operating activities: Profit before tax Adjustments: Adjustments to reconcile profit: Depreciation expense Amortization expense Interest expense Interest income Share-based payments Share of profit of associates accounted for using equity method Gain or loss on disposal of property, plant and equipment Reversal of impairment loss on non-financial assets Unrealized foreign exchange gain or loss Others Total adjustments to reconcile profit Changes in operating assets and liabilities: Notes and accounts receivable (including related parties) Other receivables Inventories prepayments Other current assets Accounts payable (including related parties) Other payables (including related parties) Other current liabilities Net defined benefit liability Other non-current liabilities Total net changes in operating assets and liabilities Cash inflow generated from operations Interest received Interest paid Income taxes paid Net cash flows from operating activities Cash flows used in investing activities: Acquisition of financial assets at fair value through other comprehensive income Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Acquisition of intangible assets Decrease in lease and installment receivables Increase in other non-current assets Dividends received Net cash flows used in investing activities Cash flows used in financing activities: Decrease in guarantee deposits received Decrease in other payables to related parties Payment of lease liabilities Cash dividends paid Exercise of employee share options Treasury shares transferred to employees Net cash flows used in financing activities Effect of exchange rate changes on cash and cash equivalents Net increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
|
|---|---|
See accompanying notes to consolidated financial statements.
8
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Reviewed only, not audited in accordance with generally accepted auditing standards Nanya Technology Corporation and Subsidiaries
Notes to the Consolidated Financial Statements
September 30, 2021 and 2020
(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 and its subsidiary (the “Group”) 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 consolidated financial statements:
The consolidated financial statements were authorized for issuance by the Board of Directors on November 3, 2021.
(3) New standards, amendments and interpretations adopted:
- (a) The impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C. which have already been adopted.
The Group has initially adopted the following new amendments, which do not have a significant impact on its consolidated financial statements, from January 1, 2021:
-
●Amendments to IFRS 4 “Extension of the Temporary Exemption from Applying IFRS 9”
-
●Amendments to IFRS 9, IAS39, IFRS7, IFRS 4 and IFRS 16 “Interest Rate Benchmark Reform— Phase 2”
-
●Amendments to IFRS 16 “Covid-19-Related Rent Concessions beyond June 30, 2021”
-
(b) The impact of IFRS issued by the FSC but not yet effective
The Group assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2022, would not have a significant impact on its consolidated financial statements:
-
-
-
●Amendments to IAS 16 “Property, Plant and Equipment Proceeds before Intended Use”
-
-
-
●Amendments to IAS 37 “Onerous Contracts Cost of Fulfilling a Contract”
-
●Annual Improvements to IFRS Standards 2018–2020
-
●Amendments to IFRS 3 “Reference to the Conceptual Framework”
(Continued)
9
NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- (c) The impact of IFRS issued by IASB but not yet endorsed by the FSC
The following new and amended standards, which may be relevant to the Group, have been issued by the International Accounting Standards Board (IASB), but have yet to be endorsed by the FSC:
| Standards or Interpretations Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” Amendments to IAS 1 “Disclosure of Accounting Policies” Amendments to IAS 8 “Definition of Accounting Estimates” |
Content of amendment Effective date per IASB The amendments aim to promote consistency in applying the requirements by helping companies determine whether, in the statement of balance sheet, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due to be settled within one year) or non-current. The amendments include clarifying the classification requirements for debt a company might settle by converting it into equity. January 1, 2023 The key amendments to IAS 1 include: ●requiring companies to disclose their material accounting policies rather than their significant accounting policies; ●clarifying that accounting policies related to immaterial transactions, other events or conditions are themselves immaterial and as such need not be disclosed; and ●clarifying that not all accounting policies that relate to material transactions, other events or conditions are themselves material to a company’s financial statements. January 1, 2023 The amendments introduce a new definition for accounting estimates: clarifying that they are monetary amounts in the financial statements that are subject to measurement uncertainty. The amendments also clarify the relationship between accounting policies and accounting estimates by specifying that a company develops an accounting estimate to achieve the objective set out by an accounting policy. January 1, 2023 |
|---|---|
(Continued)
10
NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Standards or Interpretations Amendments to IAS 12 “Deferred Tax related to Assets and Liabilities arising from a Single Transaction” |
Content of amendment Effective date per IASB The amendments narrowed the scope of the recognition exemption so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. January 1, 2023 |
|---|---|
The Group is evaluating the impact of its initial adoption of the abovementioned standards or interpretations on its consolidated financial position and consolidated financial performance. The results thereof will be disclosed when the Group completes its evaluation.
The Group does not expect the following other new and amended standards, which have yet to be endorsed by the FSC, to have a significant impact on its consolidated financial statements:
-
●Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets Between an Investor and Its Associate or Joint Venture”
-
●IFRS 17 “ Insurance Contracts” and amendments to IFRS 17 “ Insurance Contracts”
(4) Summary of significant accounting policies:
(a) Statement of compliance
These consolidated financial statements have been prepared in accordance with the preparation and guidelines of IAS 34 “Interim Financial Reporting” which are endorsed and issued into effect by FSC and do not include all of the information required by the Regulations and International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations and SIC Interpretations endorsed and issued into effect by the FSC (hereinafter referred to IFRS endorsed by the FSC) for full annual consolidated financial statements.
The significant accounting policies adopted in the consolidated financial statements are the same as those in the consolidated financial statement for the year ended December 31, 2020. For the related information, please refer to note 4 of the consolidated financial statements for the year ended December 31, 2020.
-
(b) Basis of consolidation
-
(i) List of subsidiaries included in the consolidated financial statements:
| Investor | The name of subsidiaries | Business activity | Shareholding | |
|---|---|---|---|---|
| September 30, 2021 |
December 31, 2020 September 30, 2020 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 |
|||
| The Company The Company The Company The Company |
NANYA TECHNOLOGY CORP. U.S.A NANYA TECHNOLOGY CORP. Delaware NANYA TECHNOLOGY CORP. H.K. NANYA TECHNOLOGY CORP. Japan |
Sales of semiconductor products Design of semiconductor products Sales of semiconductor products Sales of semiconductor products |
% 100.00 % 100.00 % 100.00 % 100.00 |
(Continued)
11
NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Investor | The name of subsidiaries | Business activity | Shareholding | |
|---|---|---|---|---|
| September 30, 2021 |
December 31, 2020 September 30, 2020 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 100.00 |
|||
| The Company NANYA TECHNOLOGY CORP. H.K. NANYA TECHNOLOGY CORP. H.K. |
NANYA TECHNOLOGY INTERNATIONAL LTD. NANYA TECHNOLOGY CORP., Europe GmbH NANYA TECHNOLOGY CORP. Shenzhen |
General investment business Sales of semiconductor products Sales of semiconductor products |
% 100.00 % 100.00 % 100.00 |
-
(ii) Subsidiaries not included in the consolidated financial statements: None.
-
(c) Financial assets at fair value through other comprehensive income
On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment’ s fair value in other comprehensive income. This election is made on an instrument-by-instrument basis.
Equity instruments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.
Dividend income is recognized in profit or loss on the date on which the Group's right to receive payment is established.
(d) Employee benefits
The pension cost in the interim period was calculated and disclosed on a year-to-date basis by using the actuarially determined pension cost rate at the end of the prior fiscal year, and was adjusted according to material volatility of the market, no material reimbursement and settlement or other material one-time events since prior fiscal year.
(e) Income taxes
The income tax expenses have been prepared and disclosed in accordance with paragraph B12 of International Financial Reporting Standards 34, Interim Reporting.
Income tax expenses for the period are best estimated by multiplying pre-tax income for the interim reporting period by the effective annual tax rate as forecasted by the management. This should be recognized fully as tax expense for the current period. (and allocated to current and deferred taxes based on its proportionate size.)
(Continued)
12
NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty:
The preparation of the consolidated financial statements in conformity with the Regulations and IFRSs (in accordance with IAS 34“Interim Financial Reporting” and endorsed by the FSC) 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 preparation of the consolidated interim financial statements, estimates and underlying assumptions are reviewed on an ongoing basis which are in conformity with the consolidated financial statements for the year ended December 31, 2020. For the related information, please refer to note 5 of the consolidated financial statements for the year ended December 31, 2020.
(6) Explanation of significant accounts:
Except for the following disclosures, there is no significant difference as compared with those disclosed in the consolidated financial statements for the year ended December 31, 2020. Please refer to Note 6 of the 2020 annual consolidated financial statements.
(a) Cash and cash equivalents
| Petty cash Checking accounts and demand deposit Cash equivalents: Time deposits Commercial paper Repurchase agreements collateralized by corporate bonds |
September 30, 2021 $ 120 18,014,611 50,509,643 2,032,891 1,000,682 $ 71,557,947 |
December 31, 2020 108 14,820,415 34,398,887 2,014,416 492,080 51,725,906 |
September 30, 2020 |
|---|---|---|---|
| 113 3,948,287 39,539,215 2,546,002 1,092,000 |
|||
| 47,125,617 |
Time deposits are highly liquid investment that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value, as well as are held for the purpose of meeting short term cash commitments rather than for investment or other purposes. Thereafter, they are classified as cash equivalents.
(b) Notes and accounts receivable
| Accounts receivable- measured at amortized cost Accounts receivable- related parties |
September 30, 2021 $ 12,961,380 - $ 12,961,380 |
December 31, 2020 7,867,928 8,237 7,876,165 |
September 30, 2020 |
|---|---|---|---|
| 9,636,173 1,384 |
|||
| 9,637,557 |
(Continued)
13
NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
The Group 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). 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 for notes and account receivable (including related parties) was determined as follows:
| Due days Current 1 to 30 days past due Due days Current 1 to 30 days past due Due days Current 1 to 30 days past due |
September 30, 2021 | September 30, 2021 | |
|---|---|---|---|
| Notes and accounts receivables gross carrying amount Weighted average loss rate $ 12,714,054 - 247,326 - $ 12,961,380 December 31, 2020 |
Loss allowance provision |
||
| - - |
|||
| - | |||
| Loss allowance provision |
|||
| - - |
|||
| - | |||
| Weighted average loss rate - - |
Loss allowance provision |
||
| - - |
|||
| - |
The Group did not recognize any allowance for impairment as there were no uncollected notes and accounts receivable (including related parties) that were past due as of September 30, 2021, December 31, and September 30, 2020.
(Continued)
14
NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(c) Other receivables
| Tax refund receivable Lease payment receivable Overpayment receivable of water utility bill Interest receivable Others |
September 30, 2021 $ 1,057,777 223,238 59,833 31,492 49,793 $ 1,422,133 |
December 31, 2020 1,231,318 206,450 - 29,732 28,619 1,496,119 |
September 30, 2020 |
|---|---|---|---|
| 1,490,334 201,140 - 82,243 33,210 |
|||
| 1,806,927 |
For credit risk information, please refer to Note 6(s).
- (d) Inventories
| Raw materials Work in progress Finished goods |
September 30, 2021 $ 549,819 6,899,129 3,421,387 $ 10,870,335 |
December 31, 2020 350,906 6,578,665 7,197,411 14,126,982 |
September 30, 2020 |
|---|---|---|---|
| 340,407 6,811,477 8,303,768 |
|||
| 15,455,652 |
The Group 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 three months and nine months ended September 30, 2021 and 2020.
-
(e) Prepayments and other current assets
-
(i) Prepayments
| Prepaid expense Prepayments to purchases (ii) Other current assets Project consumables Suppliers |
September 30, 2021 $ 848,017 17,227 $ 865,244 September 30, 2021 $ 385,862 228,735 $ 614,597 |
December 31, 2020 556,428 3,053 559,481 December 31, 2020 676,200 283,748 959,948 |
September 30, 2020 |
|---|---|---|---|
| 617,552 410,087 |
|||
| 1,027,639 | |||
| September 30, 2020 |
|||
| 767,265 283,561 |
|||
| 1,050,826 |
(Continued)
15
NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(f) Investments accounted for using equity method
A summary of the Group’ s financial information for investments accounted for using the equity method at the reporting date is as follows:
| Associates | September 30, 2021 $ 5,206,948 |
December 31, 2020 5,160,505 |
September 30, 2020 |
|---|---|---|---|
| 4,871,850 |
The related information of the major associate to the Group was as follows:
| Percentage of ownership Name of Associates Nature of Relationship to the Group Registration Country September 30, 2021 December 31, 2020 September 30, 2020 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 % 32.00 % 32.00 The fair value of major associates listed on the Stock Exchange was as follows: September 30, 2021 December 31, 2020 September 30, 2020 Formosa Advanced Technologies Co., Ltd. $ 16,804,444 16,716,000 15,433,556 |
Nature of Relationship to the Group |
Registration Country |
Percentage of ownership |
|---|---|---|---|
| September 30, 2021 |
The fair value of major associates listed on the Stock Exchange was as follows:
The aggregated financial information of the major associate was as follows:
The financial information of FATC was as follows:
| Current assets Non-current assets Current liabilities Non-current liabilities Net asset Net asset contributed to FATC |
September 30, 2021 $ 8,963,182 4,742,954 (1,298,350) (521,952) $ 11,885,834 $ 11,885,834 |
December 31, 2020 7,816,528 5,792,482 (1,238,254) (555,589) 11,815,167 11,815,167 |
September 30, 2020 6,759,313 5,903,721 (1,199,534) (566,958) 10,896,542 10,896,542 |
|---|---|---|---|
(Continued)
16
NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| For the three months ended | For the three months ended | For the nine months ended | For the nine months ended | ||
|---|---|---|---|---|---|
| September 30, | September 30, | ||||
| 2021 | 2020 | 2021 | 2020 | ||
| Operating revenue $ |
2,448,632 | 2,380,770 | 7,449,895 | 7,342,406 | |
| Profit $ |
413,702 | 354,902 | 1,133,452 | 1,086,685 | |
| Other comprehensive loss | (94,857) | (220,023) | (45,722) | (647,371) | |
| Total comprehensive income $ | 318,845 | 134,879 | 1,087,730 | 439,314 | |
| Total comprehensive income | |||||
| contributed to FATC $ |
318,845 | 134,879 | 1,087,730 | 439,314 | |
| For the nine months ended | |||||
| September 30, | |||||
| 2021 | 2020 | ||||
| Share of net assets of the major | associate at January 1 | $ | 3,780,854 | 3,657,624 | |
| Total comprehensive income contributed to the Group | 348,073 | 140,580 | |||
| Uncollected dividends beyond the collection period which are | |||||
| reclassified to capital surplus | 15 | 14 | |||
| Cash dividends contributed to the Group | (325,475) | (311,324) | |||
| Share of net assets of major associate at September 30 | 3,803,467 | 3,486,894 | |||
| Add: good will | 1,463,162 | 1,463,162 | |||
| Less: unrealized profits on upstream sales net assets of the | |||||
| associates | (59,681) | (78,206) | |||
| Total carrying amount of the major associate | $ | 5,206,948 | 4,871,850 |
(g) Property, plant and equipment
| Cost: Balance as of January 1, 2021 Additions Disposals Reclassification Effect of exchange rate change Balance as of September 30, 2021 Balance as of January 1, 2020 Additions Disposals Reclassification Effect of exchange rate change Balance as of September 30, 2020 |
Land $ 1,013,924 - - - - $ 1,013,924 $ 1,013,924 - - - - $ 1,013,924 |
Building 8,144,863 8,420 - 132,594 (165) 8,285,712 8,157,551 - (12,660) - (14) 8,144,877 |
Machinery and equipment 199,055,350 570,170 (150,757) 5,810,230 (1,893) 205,283,100 195,903,720 662,441 (687,930) 1,603,048 14 197,481,293 |
Other equipment 836,742 25,665 (10,843) 19,515 (818) 870,261 919,015 50,287 (153,594) 16,090 (138) 831,660 |
Under construction 6,371,857 10,084,128 - (5,962,339) - 10,493,646 2,249,124 5,508,201 - (1,787,730) - 5,969,595 |
Total 215,422,736 10,688,383 (161,600) - (2,876) |
|---|---|---|---|---|---|---|
| 225,946,643 | ||||||
| 208,243,334 6,220,929 (854,184) (168,592) (138) |
||||||
| 213,441,349 |
(Continued)
17
NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Land Accumulated depreciation / impairment: Balance as of January 1, 2021 $ - Depreciation for the period - Disposals - Reclassification - Gain from impairment loss - Effect of exchange rate change - Balance as of September 30, 2021 $ - Balance as of January 1, 2020 $ - Depreciation for the period - Disposals - Reclassification - Effect of exchange rate change - Balance as of September 30, 2020 $ - Carrying amounts: Balance as of September 30, 2021 $ 1,013,924 Balance as of December 31, 2020 $ 1,013,924 Balance as of September 30, 2020 $ 1,013,924 (h) Right-of-use assets Cost: Balance at January 1, 2021 Additions Balance at September 30, 2021 Balance at January 1, 2020 Additions Decrease Balance at September 30, 2020 Accumulated depreciation: Balance at January 1, 2021 Depreciation for the period Balance at September 30, 2021 Balance at January 1, 2020 Depreciation for the period Decrease Balance at September 30, 2020 Carrying Amount: Balance at September 30, 2021 Balance at December 31, 2020 Balance at September 30, 2020 |
Building Machinery and equipment 2,609,251 132,426,497 241,595 10,840,337 - (150,724) - (11,918) - (479) (142) (1,543) 2,850,704 143,102,170 2,295,380 119,651,185 239,976 10,225,074 (5,965) (687,930) - (41,963) (12) 421 2,529,379 129,146,787 5,435,008 62,180,930 5,535,612 66,628,853 5,615,498 68,334,506 Land $ 1,884,277 59,707 $ 1,943,984 $ 297,829 1,884,277 (297,829) $ 1,884,277 $ 94,085 146,793 $ 240,878 $ 198,607 146,197 (297,829) $ 46,975 $ 1,703,106 $ 1,790,192 $ 1,837,302 |
Building Machinery and equipment 2,609,251 132,426,497 241,595 10,840,337 - (150,724) - (11,918) - (479) (142) (1,543) 2,850,704 143,102,170 2,295,380 119,651,185 239,976 10,225,074 (5,965) (687,930) - (41,963) (12) 421 2,529,379 129,146,787 5,435,008 62,180,930 5,535,612 66,628,853 5,615,498 68,334,506 Land $ 1,884,277 59,707 $ 1,943,984 $ 297,829 1,884,277 (297,829) $ 1,884,277 $ 94,085 146,793 $ 240,878 $ 198,607 146,197 (297,829) $ 46,975 $ 1,703,106 $ 1,790,192 $ 1,837,302 |
Other equipment 658,368 43,068 (10,814) 11,918 - (498) 702,042 766,657 33,327 (153,594) 10,466 22 656,878 168,219 178,374 174,782 Building |
|
|---|---|---|---|---|
(Continued)
18
NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(i) Lease receivables
-
(i) On June 18, 2009, the Group signed an amended long-term lease agreement with Inotera 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 (including land, building and its facilities) 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 land was USD1,990 thousand and leased building (including facilities) was USD 13,010 thousand from January 1, 2010 to December 31, 2018; the first yearly renewal rentals for the leased land is USD1,990 thousand and building (including facilities) is USD8,010 thousand from January 1, 2019 to December 31, 2023; the subsequent yearly renewal rentals for the leased land will be USD1,990 thousand and building (including facilities) will be USD 10 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 thousand; 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 three months and nine months ended September 30, 2021 and 2020, the Group recognized the interest revenue of $13,817, $18,990, $45,446 and $60,571, respectively, from the amortization of unrealized interest revenue.
A maturity analysis of lease receivables, showing the undiscounted lease receivables to be received after the reporting date is as follows:
| Less than one year One to two years Two to three years Three to four years Total lease payments receivable Unearned finance income Present value of lease payments receivable |
September 30, 2021 $ 264,330 264,330 66,082 - 594,742 (57,658) $ 537,084 |
December 31, 2020 264,330 264,330 264,330 - 792,990 (103,104) 689,886 |
September 30, 2020 264,330 264,330 264,330 66,082 859,072 (120,849) 738,223 |
|---|---|---|---|
(Continued)
19
NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
For credit risk information, please refer to Note 6(s).
(j) Lease liabilities
| Lease liabilities | |||
|---|---|---|---|
| Current Non-current |
September 30, 2021 $ 197,973 $ 1,526,522 |
December 31, 2020 178,432 1,617,652 |
September 30, 2020 |
| 177,833 | |||
| 1,662,485 |
For the maturity analysis, please refer to Note 6(s).
The amounts recognized in profit or loss were as follows:
| Interest on lease liabilities Expenses relating to short- term leases |
For the three months ended September 30 |
For the three months ended September 30 |
For the nine months ended September 30 |
For the nine months ended September 30 |
|
|---|---|---|---|---|---|
| 2021 $ 5,892 $ 21,994 |
2020 | 2021 17,873 69,319 |
2020 | ||
| 6,276 | 6,688 | ||||
| 25,402 | 67,861 |
The amount recognized in the statement of cash flows of the Group was as follows:
| Total cash outflow for leases | For the nine months ended September 30, |
For the nine months ended September 30, |
|---|---|---|
| 2021 $ 226,436 |
2020 | |
| 218,362 |
- (i) Land lease
The Group leases its land and building with a period of 2 to 10 years. The lease included an option to terminate the contract, which is exercisable by the Group. The lease payment changes annually based on a local price index.
(ii) Other leases
The Group leases staff dorm, factory, parking lots and office spaces which are short-term leases. The Group applied the recognition exemptions and elected not to recognize its right-ofuse assets and lease liabilities for these leases.
(k) Employee benefits
(i) Defined benefit plan
Management believes that there was no material volatility of the market, no material reimbursement and settlement or other material one-time events since prior fiscal year. As a result, the pension cost in the accompanying interim period was measured and disclosed according to the actuarial report as of December 31, 2020 and 2019 .
(Continued)
20
NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
The expenses recognized in profit or loss for the Group were as follows:
| Operating cost Operating expenses Total |
For the three months ended September 30, 2021 2020 $ 1,393 1,515 969 978 $ 2,362 2,493 |
For the nine months ended September 30, |
For the nine months ended September 30, |
|---|---|---|---|
| 2021 $ 1,393 969 $ 2,362 |
2021 4,204 2,879 7,083 |
2020 4,649 2,830 7,479 |
(ii) Defined contribution plans
The Group’s expenses under the pension plan cost to the Bureau of local government were as follows:
| Operating cost Operating expenses Total |
For the three months ended September 30, 2021 2020 $ 23,689 23,457 21,735 22,760 $ 45,424 46,217 |
For the nine months ended September 30, |
For the nine months ended September 30, |
|---|---|---|---|
| 2021 $ 23,689 21,735 $ 45,424 |
2021 71,152 67,731 138,883 |
2020 | |
| 70,180 63,009 |
|||
| 133,189 |
(l) Income tax
(i) The Group’s income tax expenses in the years 2021 and 2020 were as follows:
| Current tax expense Current period Adjustment for prior periods Surtax on undistributed earnings Taxes on remitted earnings from subsidiary Deferred tax expense Tax expense |
For the three months ended September 30, 2021 2020 $ 1,810,220 315,459 - - - - 22,524 103,526 29,061 62,180 $ 1,861,805 481,165 |
For the nine months ended September 30, |
For the nine months ended September 30, |
|---|---|---|---|
| 2021 3,681,087 (609,355) 47,505 22,524 106,189 3,247,950 |
2020 1,306,335 (588,184) 171,974 103,526 98,828 1,092,479 |
(Continued)
21
NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- (ii) The Group’s income tax gains recognized directly in other comprehensive income in the years 2021 and 2020 were as follows:
| 21 and 2020 were as follows: | |||
|---|---|---|---|
| For the nine months ended | |||
| September 30, | |||
| 2021 | 2020 | ||
| Items that will not be reclassified subsequently to profit | |||
| or loss: | |||
| Unrealized gains on equity investments at fair value | |||
| through other comprehensive income | $ | 60 | - |
(iii) The Company's tax returns have been examined by the ROC tax authority through 2019.
(m) Capital and other equity
Except as described below, there was no material change in equity for the nine months ended September 30, 2021 and 2020. Please refer to Note 6(k) of the consolidated financial statements as of and for the year ended December 31, 2020 for the related detail disclosures on equity.
(i) Ordinary Share
On February 26, May 5, and August 4 2021, 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 2,841 thousand, 577 thousand and 72 thousand ordinary shares at par value, respectively, with an issuing prices of $28.5 dollars to $29.6 dollars, $28.5 dollars and $28.5 dollars to $29.6 dollars per share, which totaled $34,900. All issued shares were paid up upon issuance and the related process for registration had been completed.
For the third quarter of 2021, the Company’s ordinary shares were derived from the exercise of employee share options. Accordingly, the Company had issued 276 thousand ordinary shares, at issuing prices of $28.0 to $29.6 per share, which totaled $7,728, which was recognized as advance receipts for share capital as of September 30, 2021.
(ii) Capital surplus
| Premium from the issuance of stock Treasury share transaction Employee stock option plans Expired employee stock option plans Past due unclaimed dividends Change in net equity of associates accounted for using equity method |
September 30, 2021 $ 29,462,962 277,792 2,790,727 266,083 202 53 $ 32,797,819 |
December 31, 2020 29,398,346 - 2,790,727 262,499 79 38 32,451,689 |
September 30, 2020 |
|---|---|---|---|
| 29,379,775 - 2,790,727 262,499 79 38 |
|||
| 32,433,118 |
(Continued)
22
NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(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 not exceed 50% of the Company's total dividend distribution every year.
1) Legal reserve
When the Group 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.
2) Special Reserve
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 2020 and 2019 were approved by the general meetings of shareholders held on August 4, 2021 and May 28, 2020, respectively. The relevant dividends distributions to shareholders were as follows:
| Dividends attributable to ordinary shareholders: Cash dividends |
For the year ended December 31, 2020 |
For the year ended December 31, 2020 |
|---|---|---|
| Dividends per share $ 1.30 |
Amount | |
| 4,000,000 |
(Continued)
23
NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Dividends attributable to ordinary shareholders: Cash dividends |
For the year ended December 31, 2019 |
For the year ended December 31, 2019 |
|---|---|---|
| Dividends per share $ 1.50 |
Amount 4,600,000 |
(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.
In accordance with the requirements of the Company Act of Taiwan, the Company does not hold any shareholders’ rights before transferring its treasury shares.
| Balance as of January 1, 2021 Transfer for the period Balance as of September 30, 2021 Balance as of January 1, 2020 (Balance as of September 30, 2020) |
Transferring to employees thousand shares Amount 20,000 $ 1,146,932 (13,410) (769,018) 6,590 $ 377,914 20,000 $ 1,146,932 |
Transferring to employees thousand shares Amount 20,000 $ 1,146,932 (13,410) (769,018) 6,590 $ 377,914 20,000 $ 1,146,932 |
|---|---|---|
(v) Other equity (net of tax)
| Balance as of January 1, 2021 Exchange differences on translation of foreign financial statements Unrealized losses from financial assets measured at fair value through other comprehensive income Unrealized gain from financial of assets measured at fair value through other comprehensive income, associates accounted for using equity method Balance as of September 30, 2021 |
Exchange differences on translation of foreign financial statements $ (2,893,732) (800,850) - - $ (3,694,582) |
Unrealized loss on financial assets measured at fair value through other comprehensive income (117,775) - (240) (14,631) (132,646) |
Total (3,011,507) (800,850) (240) (14,631) (3,827,228) |
|---|---|---|---|
(Continued)
24
NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Balance as of January 1, 2020 Exchange differences on translation of foreign financial statements Unrealized gain from financial of assets measured at fair value through other comprehensive income, associates accounted for using equity method Balance as of September 30, 2020 |
Exchange differences on translation of foreign financial statements $ (938,039) (1,207,638) - $ (2,145,677) |
Unrealized losses from financial assets measured at fair value through other comprehensive income (103,061) - (207,159) (310,220) |
Total (1,041,100) (1,207,638) (207,159) (2,455,897) |
|---|---|---|---|
(n) Share-based payment
Except as described below, there was no material change on the share-based payment transactions for the nine months ended September 30, 2021 and 2020. Please refer to Note 6(l) of consolidated financial statements as of and for the year ended December 31, 2020 for related disclosures on sharebased payment transactions.
- (i) As of September 30, 2021, the Group has three additions of share-based payment transactions as follows:
| Grant date Grant unit Exercise price (dollar) Vesting conditions |
The 1th batch of treasury shares transferred to employees 2021.1.15 3,936 $57.4 Immediately vested |
The 2th batch of treasury shares transferred to employees The 3th batch of treasury shares transferred to employees 2021.2.2 2021.8.12 4,064 5,587 $57.4 $57.4 Immediately vested Immediately vested |
|---|---|---|
The Group used Black-Scholes option pricing method in measuring the fair value of the sharebased payment at the grant date.
(Continued)
25
NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(ii) Relevant information of employee stock option plans and the transfer of treasury shares
The Company:
| The Company: | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| For | the nine months ended September 30, | ||||||||
| 2021 | 2020 | ||||||||
| Weighted- | Number of | Weighted- | Number of | ||||||
| average | options | average | options | ||||||
| exercise | (Thousand | exercise | (Thousand | ||||||
| (price TWD) | Units) | (price TWD) | Units) | ||||||
| Outstanding at January 1, | $ | 28.51 | 4,462 | 29.25 | 28,202 | ||||
| Options granted | 57.40 | 13,587 | - | - | |||||
| Options exercised | 52.79 | (15,905) | 28.52 | (19,926) | |||||
| Options expired | 57.40 | (177) | - | - | |||||
| Options forfeited | 29.10 | (6) | 28.55 | (2,359) | |||||
| Outstanding at September 30, | 28.02 | 1,961 | 28.51 | 5,917 | |||||
| Options exercisable at September 30, | 28.02 | 1,961 | 28.51 | 5,917 | |||||
| (iii) | Compensation cost | ||||||||
| For the three months ended | For the nine | months ended | |||||||
| September 30, | September | 30, | |||||||
| 2021 | 2020 | 2021 | 2020 | ||||||
| Compensation cost | |||||||||
| arising from share | |||||||||
| options granted to | |||||||||
| employees | $ | - | 1,860 | - | 58,420 | ||||
| Compensation cost | |||||||||
| arising from treasury | |||||||||
| shares transferred to | |||||||||
| employees | 49,724 | - | 282,969 | - | |||||
| Total | $ | 49,724 | 1,860 | 282,969 | 58,420 |
(Continued)
26
NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(o) Earnings per share
| Basic earnings per share: Net profit attributable to the Company’s ordinary shareholders Weighted-average number of ordinary shares outstanding Basic earnings per share (dollar) Diluted earnings per share: Net profit attributable to the Company’s ordinary shareholders (basic and diluted) Effect of dilutive potential ordinary shares Weighted-average number of ordinary shares (basic) Effect of employee share option Effect of employee remuneration Weighted-average number of ordinary shares (diluted) Diluted earnings per share (dollar) |
For the three months ended September 30, |
For the three months ended September 30, |
For the nine months ended September 30, |
For the nine months ended September 30, |
|
|---|---|---|---|---|---|
| 2021 $ 7,527,195 3,087,654 $ 2.44 $ 7,527,195 - 3,087,654 1,289 23,860 3,112,803 $ 2.42 |
2020 | 2021 16,394,895 3,084,679 5.31 16,394,895 3,084,679 1,594 25,132 3,111,405 5.27 |
2020 | ||
| 1,613,376 | 6,761,892 | ||||
| 3,072,893 | 3,062,632 | ||||
| 0.53 | 2.21 | ||||
| 1,613,376 | 6,761,892 | ||||
| - 3,072,893 3,184 8,588 |
3,062,632 10,073 10,586 |
||||
| 3,084,665 | 3,083,291 | ||||
| 0.52 | 2.19 |
(Continued)
27
NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(p) Revenue from contracts with customers
(i) Disaggregation of revenue
| Primary geographic markets: Taiwan Japan Malaysia Korea China USA Thailand Germany Vietnam Singapore Other countries Major products line: Dynamic Random Access Memory (DRAM) Other Primary geographic markets: Taiwan Japan Malaysia Korea China USA Thailand Germany Vietnam Singapore Other countries |
For the three months ended September 30, 2021 | For the three months ended September 30, 2021 | For the three months ended September 30, 2021 | |
|---|---|---|---|---|
| Manufacturing department Overseas sales department Total $ 8,111,925 313,244 8,425,169 - 965,255 965,255 156,184 546,789 702,973 41,829 104,115 145,944 8,112,578 2,507,419 10,619,997 69,597 409,124 478,721 337,054 723,379 1,060,433 - 316,978 316,978 - 103,074 103,074 139,242 97,155 236,397 170,378 611,809 782,187 $ 17,138,787 6,698,341 23,837,128 $ 17,109,070 6,698,090 23,807,160 29,717 251 29,968 $ 17,138,787 6,698,341 23,837,128 For the three months ended September 30, 2020 |
Total | |||
| 8,425,169 965,255 702,973 145,944 10,619,997 478,721 1,060,433 316,978 103,074 236,397 782,187 |
||||
| 23,837,128 | ||||
| 23,807,160 29,968 |
||||
| 23,837,128 | ||||
| Manufacturing department $ 3,697,795 - 138,976 15,663 6,823,689 18,989 106,614 - 6,358 56,222 6,399 $ 10,870,705 |
Overseas sales department 386,799 335,274 317,625 96,780 2,072,862 117,387 353,827 131,536 179,805 67,135 394,132 4,453,162 |
Total | ||
| 4,084,594 335,274 456,601 112,443 8,896,551 136,376 460,441 131,536 186,163 123,357 400,531 |
||||
| 15,323,867 |
(Continued)
28
NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Major products line: Dynamic Random Access Memory (DRAM) Other Primary geographic markets: Taiwan Japan Malaysia Korea China USA Thailand Germany Vietnam Singapore Other countries Major products line: Dynamic Random Access Memory (DRAM) Others |
For the three months ended September 30, 2020 | For the three months ended September 30, 2020 | For the three months ended September 30, 2020 | |
|---|---|---|---|---|
| Manufacturing department Overseas sales department Total $ 10,829,924 4,452,898 15,282,822 40,781 264 41,045 $ 10,870,705 4,453,162 15,323,867 For the nine months ended September 30, 2021 |
Total | |||
| 15,282,822 41,045 |
||||
| 15,323,867 | ||||
| Overseas sales department 1,057,090 2,430,331 1,218,223 259,532 6,474,874 724,734 1,543,740 879,703 443,889 258,406 1,780,945 17,071,467 17,070,709 758 17,071,467 |
Total | |||
| 22,651,195 2,430,331 1,481,943 365,831 30,272,318 842,715 2,199,238 879,703 466,239 531,185 2,084,511 |
||||
| 64,205,209 | ||||
| 64,105,925 99,284 |
||||
| 64,205,209 |
(Continued)
29
NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Primary geographic markets: Taiwan Japan Malaysia Korea China USA Thailand Germany Vietnam Singapore Other countries Major products line: Dynamic Random Access Memory (DRAM) Others (ii) Contract balances Accounts receivable Accounts receivable- related parties Total |
For the nine months ended September 30, 2020 | For the nine months ended September 30, 2020 | For the nine months ended September 30, 2020 |
|---|---|---|---|
| Manufacturing department $ 12,647,765 - 261,367 62,417 19,847,615 51,618 374,086 - 61,094 206,033 150,483 $ 33,662,478 $ 33,557,686 104,792 $ 33,662,478 September 30, 2021 $ 12,961,380 - $ 12,961,380 |
Overseas sales department 1,360,838 1,131,487 927,946 340,969 5,565,690 361,404 870,558 411,723 389,236 203,572 1,006,193 12,569,616 12,568,811 805 12,569,616 December 31, 2020 7,867,928 8,237 7,876,165 |
Total | |
| 14,008,603 1,131,487 1,189,313 403,386 25,413,305 413,022 1,244,644 411,723 450,330 409,605 1,156,676 |
|||
| 46,232,094 | |||
| 46,126,497 105,597 |
|||
| 46,232,094 | |||
| September 30, 2020 9,636,173 1,384 |
|||
| 9,637,557 |
For details on notes and accounts receivable (including related parties), and loss allowance for impairment, please refer to note 6(b).
(q) Remuneration to employees
According to the Group's articles of incorporation, if the Group makes a profit, it should appropriate for employee compensation which is calculated based on 1% to 12% of the Group'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 Group who meet certain specific requirements.
(Continued)
30
NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
The estimated employee remuneration which was charged to profit or loss under operating costs or expense amounted to $635,740, $41,929, $1,572,384 and $493,822 for the three months and nine months ended September 30, 2021 and 2020, 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. If there is any difference between the actual amounts and the estimated amounts of employee remuneration to employees after the financial reports are issued, the management of the Company is expecting that the differences will be treated as a change in accounting estimates and recognized through profit or loss in the following year.
There is no difference between the estimated amounts of employee remuneration for the year ended December 31, 2020 and 2019, and the financial statements for the year ended December 31, 2020 and 2019, which were approved by the Company's Board of Directors. Related information would be available at the Market Observation Post System website.
-
(r) Non-operating income and expenses
-
(i) Interest income
| Interest income from bank deposits and short-term notes Interest income from financial lease receivables Other gains and losses Withholding tax refund Losses on disposal of property, plant and equipment Foreign exchange gains (losses) Reversal of impairment losses (impairment losses) on non- financial assets Others |
For the three months ended September 30, 2021 2020 $ 39,477 89,224 13,817 18,990 $ 53,294 108,214 For the three months ended September 30, 2021 2020 $ 2,835 - - (6,671) 101,484 (228,511) (390) - 33,607 39,858 $ 137,536 (195,324) |
For the three months ended September 30, 2021 2020 $ 39,477 89,224 13,817 18,990 $ 53,294 108,214 For the three months ended September 30, 2021 2020 $ 2,835 - - (6,671) 101,484 (228,511) (390) - 33,607 39,858 $ 137,536 (195,324) |
For the nine months ended September 30, 2021 2020 154,059 526,093 45,446 60,571 199,505 586,664 For the nine months ended September 30, 2021 2020 45,528 - (62) (6,651) (230,947) (352,725) 479 - 96,702 132,061 (88,300) (227,315) (Continued) |
|---|---|---|---|
| 2021 2,835 - 101,484 (390) 33,607 137,536 |
2021 45,528 (62) (230,947) 479 96,702 (88,300) |
||
| $ $ |
- (ii) Other gains and losses
31
NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(iii) Finance costs
| Interest amortization of lease liability Financing from other related parties Others |
For the three months ended September 30, |
For the three months ended September 30, |
For the nine months ended September 30, |
For the nine months ended September 30, |
|
|---|---|---|---|---|---|
| 2021 $ 5,892 - - $ 5,892 |
2020 | 2021 17,873 - 14 17,887 |
2020 | ||
| 6,276 27 47 |
6,688 87 142 |
||||
| 6,350 | 6,917 |
(s) Financial instruments
Except for the contention mentioned below, there was no significant change in the fair value of the Group's financial instruments and degree of exposure to credit risk, liquidity risk and market risk arising from financial instruments. For the related information, please refer to note6(q) of the consolidated financial statements for the year ended December 31, 2020.
(i) 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 at amortized cost includes other receivables, time deposits and refundable deposits.
Considering that the Group 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 September 30, 2021, December 31 and September 30, 2020, 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.
(Continued)
32
NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(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:
| September 30, 2021 Non-derivative financial liabilities Accounts payable (including related parties) Other payables (including related parties) Lease liabilities (including current portion) December 31, 2020 Non-derivative financial liabilities Accounts Payable (including related parties) Other payable (including related parties) Lease liabilities (including current portion) September 30, 2020 Non-derivative financial liabilities Financing from other related parties Accounts payable (including related parties) Other payables (including related parties) Lease liabilities- current |
Carrying amount $ 6,417,948 7,380,503 1,724,495 $ 15,522,946 $ 2,111,774 5,281,380 1,796,084 $ 9,189,238 $ 3,406 4,077,641 5,420,501 1,840,318 $ 11,341,866 |
Contractual cash flow 6,417,948 7,380,503 1,827,099 15,625,550 2,111,774 5,281,380 1,914,405 9,307,559 3,511 4,077,641 5,420,501 1,964,784 11,466,437 |
Within 6 months 6,417,948 7,380,503 109,964 13,908,415 2,111,774 5,281,380 100,758 7,493,912 - 4,077,641 5,420,501 100,758 9,598,900 |
6-12months - - 109,964 109,964 - 100,758 100,758 3,511 - - 100,758 104,269 |
1-2years - - 219,878 219,878 - 201,516 201,516 - - - 201,517 201,517 |
2-5years - - 624,213 624,213 - 604,549 604,549 - - - 806,065 806,065 |
Over 5 years | |
|---|---|---|---|---|---|---|---|---|
| - - 763,080 |
||||||||
| 763,080 | ||||||||
| - 906,824 |
||||||||
| 906,824 | ||||||||
| - - - 755,686 |
||||||||
| 755,686 |
It is not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at significantly different amounts.
- (iii) Market risk
1) Exposure to currency risk
The Group's significant exposure to foreign currency risk was as follows:
| Financial assets: Monetary items USD JPY EUR HKD Financial liabilities: Monetary items USD JPY EUR |
September 30, 2021 | September 30, 2021 | New Taiwan Dollars 21,915,299 478,961 969 77,248 3,288,495 395,158 3,877,898 |
De | cember 31, 2020 | New Taiwan Dollars 8,538,574 209,992 1,452 5,000 3,282,411 346,675 5,184 |
September 30, 2020 | September 30, 2020 |
|---|---|---|---|---|---|---|---|---|
| Foreign currency (in thousands) $ 786,453 1,925,086 30 21,588 $ 118,011 1,588,257 120,045 |
Exchange rate (dollars) 27.866 0.2488 32.3037 3.5783 27.866 0.2488 32.3037 |
Foreign currency (in thousands) 299,515 770,896 42 1,379 115,140 1,272,668 150 |
Exchange rate (dollars) 28.508 0.2724 34.5600 3.6257 28.508 0.2724 34.5600 |
Foreign currency (in thousands) 395,950 17,783 105 767,790 146,068 4,536,290 921 |
Exchange rate (dollars) New Taiwan Dollars 29.126 11,532,440 0.2744 4,880 34.0506 3,575 3.7416 2,872,763 29.126 4,254,377 0.2744 1,244,758 34.0506 31,361 |
(Continued)
33
NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
The Group's exposure to foreign currency risk arises from the translation of the foreign currency exchange fluctuations on cash and cash equivalents, accounts receivable, accounts payable (including related parties) and other payable (including related parties) which are denominated in different foreign currencies. A 1% appreciation and depreciation of the TWD against the USD, JPY, EUR and HKD as of September 30, 2021 and 2020 would have decreased and increased the net income before tax by $149,109 and $88,832 for the nine months ended September 30, 2021 and 2020, 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 as prior year.
Since the Group has many kinds of functional currency, the information on foreign exchange loss on monetary items is disclosed by total amount. For the nine months ended September 30, 2021 and 2020, foreign exchange loss (including realized and unrealized portions) amounted to $230,947 and $352,725, respectively.
(iv) interest rate analysis
Please refer to the notes on liquidity risk management and interest rate exposure of the Group's financial liabilities.
The following sensitivity analysis is based on the exposure to the interest rate risk of derivative and non-derivative financial instruments on the reporting date. Regarding liabilities with variable interest rates, the analysis is based on the assumption that the amount of liabilities outstanding at the reporting date was outstanding throughout the year. The rate of change is expressed as the interest rate increases by 1% when reporting to management internally, which also represents the Group management's assessment of the reasonably possible interest rate change.
If the interest rate had increased and decreased by 1 basis points, the Group’ s net income would have increased or decreased by $0 and $34 for the nine months ended September 30, 2021 and 2020 with all other variable factors remaining constant. This is mainly due to the Group’s borrowing at variable rates and investment in variable-rate bills.
| Prices of securities at the reporting date Increase 1% Decrease 1% |
For the nine months ended September 30, |
|---|---|
| 2021 2020 Other comprehensive income after tax Other comprehensive income after tax $ 46 - (46) - |
(Continued)
34
NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(v) Fair value information
- 1) Types and fair value of financial instruments
The Group’s financial assets measured at fair value through other comprehensive income was measured on a recurring basis. The carrying amount and fair value of the Group's financial assets and liabilities (including the information on fair value hierarchy; but excluding financial instruments were not measured at fair value whose carrying amount were reasonably close to the fair value, and lease liabilities, disclosure of fair value information is not required) were as follows:
| Financial assets at fair value through other comprehensive income: Equity instruments without an market price measured at fair value Financial assets measured at amortized cost Cash and cash equivalents Accounts receivable Other receivables Lease payments receivable (including current portion) Subtotal Financial liabilities measured at amortized cost Accounts payable (including related parties) Other payables (including related parties) Lease liabilities (including current portion) Total |
September 30, 2021 | September 30, 2021 | September 30, 2021 | ||
|---|---|---|---|---|---|
| Book Value $ 5,700 $ 71,557,947 12,961,380 1,198,895 537,084 $ 86,255,306 $ 6,417,948 7,380,503 1,724,495 $ 15,522,946 |
Level 1 - - - - - - - - - - |
Fair Value | |||
| Level 2 - - - - - - - - - - |
Level 3 5,700 - - - - - - - - - |
Total 5,700 |
|||
| - - - - |
|||||
| - | |||||
| - - - |
|||||
| - |
| Financial assets measured at amortized cost Cash and cash equivalents Accounts receivable (including related parties) Other receivables Lease payments receivable (including current position) Total Financial liabilities measured at amortized cost Accounts payable (including related parties) Other payables (including related parties) Lease liabilities (including current portion) Total |
December 31, 2020 | December 31, 2020 | December 31, 2020 | ||
|---|---|---|---|---|---|
| Book Value $ 51,725,906 7,876,165 1,289,669 689,886 $ 61,581,626 $ 2,111,774 5,281,380 1,796,084 $ 9,189,238 |
Level 1 - - - - - - - - - |
Fair Value | |||
| Level 2 - - - - - - - - - |
Level 3 - - - - - - - - - |
Total - - - - |
|||
| - | |||||
| - - - |
|||||
| - |
(Continued)
35
NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Financial assets measured at amortized cost Cash and cash equivalents Accounts receivable (including related parties) Other receivables Lease payments receivable (including current portion) Total Financial liabilities measured at amortized cost Accounts payable (including related parties) Other payables (including related parties) Lease liabilities (including current portion) Total |
September 30, 2020 | September 30, 2020 | September 30, 2020 | ||
|---|---|---|---|---|---|
| Book Value $ 47,125,617 9,637,557 1,605,787 738,223 $ 59,107,184 $ 4,077,641 5,423,907 1,840,318 $ 11,341,866 |
Level 1 - - - - - - - - - |
Fair Value | |||
| Level 2 - - - - - - - - - |
Level 3 - - - - - - - - - |
Total - - - - |
|||
| - | |||||
| - - - |
|||||
| - |
- 2) Valuation techniques for financial instruments measured at fair value
The category and attribute of the Group's financial instruments without an active market were as follows:
-
Equity instruments without an active market price: Measurements of fair value of financial instruments without an active market price are calculated using the net asset value method, which is measured according to the main assumption based on the equity value of the investee’s net asset. The estimation has already been adjusted in accordance with the discount on the lack of marketability of the equity stock
-
3) Transfer between levels
For the nine months ended September 30, 2021 and 2020, there was no transfer from financial assets.
- 4) Reconciliation of Level 3 fair values
| Balance as of January 1, 2021 Purchased Total losses recognized in other comprehensive income Balance as of September 30, 2021 Balances as of January 1, 2020 (and September 30, 2020) |
Fair value through other comprehensive income Unquoted equity instruments $ - 6,000 (300) $ 5,700 $ - |
|---|---|
(Continued)
36
NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
For the years ended September 30, 2021 and 2020, total losses that were included in “ unrealized losses from existing financial assets at fair value through other comprehensive income” were as follows:
| mprehensive income” were as follows: | ||
|---|---|---|
| Total losses recognized in other comprehensive income, and presented in “unrealized losses from financial assets at fair value through other comprehensive income” |
For the nine months ended September 30 |
|
| 2021 | 2020 | |
| $ 240 |
- | |
- 5) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement
The Group’s financial instruments that use Level 3 inputs to measure fair value “fair value through other comprehensive income – equity investments”.
The Group’s investment in equity instruments without an active market have only one significant unobservable input.
Quantified information of significant unobservable inputs was as follows:
| Item Financial assets at fair value through other comprehensive income equity investments without an active market |
Valuation technique Asset method |
Significant unobservable inputs Inter-relationship between significant unobservable inputs and fair value measurement ‧Net asset value ‧The discount rate due to lack of marketability as of September 30, 2021 was 5% ‧The higher the discount for lack of marketability, the lower the fair value. |
|---|---|---|
- 6) Fair value measurement in Level 3 - sensitivity analysis of the possible alternative assumptions
The valuation models and assumptions used to measure the fair value of the financial instruments is reasonable. However, the use of different valuation models or assumptions may result in different measurements. The effects of changes in assumptions for financial instruments, whose fair value measurements were categorized as Level 3, were as follows:
| September 30, 2021 Financial assets at fair value through other comprehensive income equity investments without an active market |
Inputs Discount for lack of marketability |
Increase or decrease 1% |
Effects of changes in fair value on other comprehensive income |
|---|---|---|---|
| Favorable change Unfavorable change 48 (48) |
(Continued)
37
NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
The favorable and unfavorable effects represent the changes in fair value, and fair value is based on a variety of unobservable inputs calculated using a valuation technique. The analysis above only reflects the effects of changes in a single input, and it does not include the interrelationships with another input.
(t) Financial risk management
There were no significant changes in the Group's financial risk management and policies as disclosed in Note 6(r) of the consolidated financial statements for the year ended December 31, 2020.
(u) Capital management
Management believes that the objectives, policies and processes of capital management of the Group has been applied consistently with those described in the consolidated financial statements for the year ended December 31, 2020. Also, management believes that there were no significant changes in the Group's capital management information as disclosed for the year ended December 31, 2020. Please refer to Note 6(s) of the consolidated financial statements for the year ended December 31, 2020 for further details.
- (v) The investing and financing activities on non-cash transactions
The Group's investing and financing activities on non-cash transactions for the nine months ended September 30, 2021 and 2020 were as follows:
- (i) Acquisition of right-of-use assets by lease, please refer to Note6(h).
(ii)
| Acquisition of property, plant and equipment Add: Payables on equipment at beginning of period Less: Payables on equipment at end of period Others Cash Paid |
For the nine months ended September 30, 2021 2020 $ 10,688,383 6,220,929 693,313 973,002 (4,862,779) (2,099,018) - (167,843) $ 6,518,917 4,927,070 |
|---|---|
| 2021 | |
| $ 10,688,383 693,313 (4,862,779) - $ 6,518,917 |
- (iii) Reconciliation of liabilities arising from financing activities was as follow:
| Lease liabilities Lease liabilities |
January 1, 2020 $ 1,796,084 January 1, 2019 $ 99,924 |
Cash flow (139,181) Cash flow (144,225) |
Non-Cash changes | Non-Cash changes | Non-Cash changes | September 30, 2021 |
|---|---|---|---|---|---|---|
| Change in an index of lease payment Additions Decreased by other payables 17,429 50,459 (296) Non-Cash changes |
||||||
| 1,724,495 | ||||||
| September 30, 2020 |
||||||
| Additions 1,884,277 |
Increased by other payables (70) |
Interest expense 412 |
||||
| 1,840,318 |
(Continued)
38
NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(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 consolidated financial statements.
Name of related party Relationship with the Group Formosa Petrochemical Corporation The Group's other related parties Nan Ya Photonics Incorporation The Group's other related parties Formosa Technologies (Nanjing) Corporation The Group's other related parties Formosa Sumco Technology Corporation The Group's other related parties Formosa Advanced Technologies Co., Ltd. The Group's associates (referred to as "FATC") Formosa Technologies Corporation The Group's other related parties Formosa Biomedical Technology Corp. The Group's other related parties Formosa Plastics Corporation The Group's other related parties Formosa Waters Technology Co., Ltd. The Group's other related parties Nan Ya Plastics Corporation
The Group's other related parties The Group's other related parties The Group's other related parties The Group's other related parties The entity with significant influence over the Group
-
(b) Significant transactions with related parties
-
(i) Sales to related parties
| Relationship | Sales For the three months ended September 30, For the nine months ended September 30, 2021 2020 2021 2020 $ - 1,337 - 1,337 |
Sales For the three months ended September 30, For the nine months ended September 30, 2021 2020 2021 2020 $ - 1,337 - 1,337 |
Sales For the three months ended September 30, For the nine months ended September 30, 2021 2020 2021 2020 $ - 1,337 - 1,337 |
Sales For the three months ended September 30, For the nine months ended September 30, 2021 2020 2021 2020 $ - 1,337 - 1,337 |
Accounts receivable to related parties | Accounts receivable to related parties | Accounts receivable to related parties | Accounts receivable to related parties |
|---|---|---|---|---|---|---|---|---|
| For the three months ended September 30, |
||||||||
| 2021 $ - |
2020 1,337 |
2021 - |
September 30, 2021 |
December 31, 2020 |
September 30, 2020 1,384 |
|||
| Associates | - | 8,237 |
The terms and pricing of sales with associates were not significantly different from normal selling price, which is collected every15th of the following month. Amounts receivable from related parties were uncollateralized, and no expected credit loss were required after the assessment by the management.
(Continued)
39
NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(ii) Purchase from related parties
| Relationship | Purchases For the three months ended September 30, For the nine months ended September 30, 2021 2020 2021 2020 $ 29,932 18,447 84,821 62,499 121 37 852 801 171,866 151,799 513,896 453,248 72,243 64,968 208,733 166,026 $ 274,162 235,251 808,302 682,574 |
Purchases For the three months ended September 30, For the nine months ended September 30, 2021 2020 2021 2020 $ 29,932 18,447 84,821 62,499 121 37 852 801 171,866 151,799 513,896 453,248 72,243 64,968 208,733 166,026 $ 274,162 235,251 808,302 682,574 |
Purchases For the three months ended September 30, For the nine months ended September 30, 2021 2020 2021 2020 $ 29,932 18,447 84,821 62,499 121 37 852 801 171,866 151,799 513,896 453,248 72,243 64,968 208,733 166,026 $ 274,162 235,251 808,302 682,574 |
Purchases For the three months ended September 30, For the nine months ended September 30, 2021 2020 2021 2020 $ 29,932 18,447 84,821 62,499 121 37 852 801 171,866 151,799 513,896 453,248 72,243 64,968 208,733 166,026 $ 274,162 235,251 808,302 682,574 |
Accounts | payable to related parties | payable to related parties | payable to related parties |
|---|---|---|---|---|---|---|---|---|
| For the three months ended September 30, |
||||||||
| 2021 $ 29,932 121 171,866 72,243 $ 274,162 |
2020 18,447 37 151,799 64,968 |
2021 84,821 852 513,896 208,733 808,302 |
September 30, 2021 |
December 31, 2020 9,686 - 71,257 3,735 84,678 |
September 30, 2020 |
|||
| Entities with significant influence over the Group Associates Other related parties: Formosa Sumco Technology Corporation Other related parties |
12,049 - 108,174 9,227 |
5,882 - 100,175 3,836 |
||||||
| 235,251 | 129,450 | 109,893 |
The terms and pricing of purchase transactions with related parties were not significantly different from those offered by other vendors. The payment terms ranged from one to two months, which were no different from the payment terms given by other vendors.
(iii) Consigned out for processing
| Relationship Associates |
Amount For the three months ended September 30, For the nine months ended September 30, 2021 2020 2021 2020 $ 1,953,428 1,701,480 5,782,108 5,463,007 |
Amount For the three months ended September 30, For the nine months ended September 30, 2021 2020 2021 2020 $ 1,953,428 1,701,480 5,782,108 5,463,007 |
Amount For the three months ended September 30, For the nine months ended September 30, 2021 2020 2021 2020 $ 1,953,428 1,701,480 5,782,108 5,463,007 |
Amount For the three months ended September 30, For the nine months ended September 30, 2021 2020 2021 2020 $ 1,953,428 1,701,480 5,782,108 5,463,007 |
Other payables to related parties | Other payables to related parties | Other payables to related parties |
|---|---|---|---|---|---|---|---|
| For the three months ended September 30, |
|||||||
| 2021 $ 1,953,428 |
2020 1,701,480 |
2021 | September 30, 2021 1,255,442 |
December 31, 2020 1,049,080 |
September 30, 2020 |
||
| 5,782,108 | 1,022,841 |
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) Financing from related parties
| Relationship Other related parties: Formosa Technologies (Nanjing) Corporation |
Financial costs For the three months ended September 30 For the nine months ended September 30 2021 2020 2021 2020 $ - 27 - 87 |
Financial costs For the three months ended September 30 For the nine months ended September 30 2021 2020 2021 2020 $ - 27 - 87 |
Financial costs For the three months ended September 30 For the nine months ended September 30 2021 2020 2021 2020 $ - 27 - 87 |
Financial costs For the three months ended September 30 For the nine months ended September 30 2021 2020 2021 2020 $ - 27 - 87 |
Financial costs For the three months ended September 30 For the nine months ended September 30 2021 2020 2021 2020 $ - 27 - 87 |
|---|---|---|---|---|---|
| For the three months ended September 30 |
|||||
| 2021 $ - |
2020 | 2021 - |
|||
| 27 | 87 | ||||
| Relationship | Other payables to | related parties | |||
|---|---|---|---|---|---|
| Balan | ce of borrowings December 31, 2020 September 30, 2020 - 3,406 |
I September 30, 2021 - |
nterest payabl | e | |
| September 30, 2021 $ - |
December 31, 2020 - |
December 31, 2020 - |
September 30, 2020 |
||
| Other related parties: Formosa Technologies (Nanjing) Corporation |
30 |
(Continued)
40
NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
-
(v) Property transactions
-
1) Acquisition of equipment
| Other payables to related parties | Other payables to related parties | Other payables to related parties | Other payables to related parties | ||
|---|---|---|---|---|---|
| September 30, 2020 |
|||||
| 24,650 - |
|||||
| 24,650 | |||||
| For the three months ended September 30, |
For the six months ended September 30, |
||||
| 2021 $ 16,805 |
2020 | 2021 2020 49,743 45,940 |
|||
| 15,311 |
(vi) Leases
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.
The Group entered into 9 to 10 years lease agreements between July and August 2020, as well as a 3-year lease agreement in July 2017, with Nan Ya Plastics Corporation, at the total values of $2,015,018 and $617,862, respectively. Also, for the three months and nine months ended September 30, 2021 and 2020, the Group recognized the amount of $5,752, $6,276, $17,690 and $6,688, as interest expense, respectively. Furthermore, as of September 30, 2021, December 31 and September 30, 2020, the balance of lease liabilities amounted to $1,678,751, $1,796,084 and $1,840,318, respectively.
For the nine months ended September 30, 2021 and 2020, the Group recognized the additions of the right-of-use asset amounting to $0 and $1,884,277, respectively. For the details of rightof-use asset, please refer to Note6(h).
(vii) Others
| Relationship Associates |
Other income | Other income | Other income | Other income |
|---|---|---|---|---|
| For the three months ended September 30, |
For the six months ended September 30 |
|||
| 2021 $ 122 |
2020 | 2021 2020 602 2,476 |
||
| 2,476 |
(Continued)
41
NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(c) Key management personnel compensation
Key management personnel compensation comprised:
| Short-term employee benefits Share-based payment |
For the nine months ended September 30, 2021 2020 $ 30,982 42,028 5,696 - $ 36,678 42,028 |
For the nine months ended September 30, 2021 2020 $ 30,982 42,028 5,696 - $ 36,678 42,028 |
For the nine months ended September 30, |
For the nine months ended September 30, |
|
|---|---|---|---|---|---|
| 2021 $ 30,982 5,696 $ 36,678 |
2021 53,964 5,696 59,660 |
2020 | |||
| 42,028 - |
66,850 702 |
||||
| 42,028 | 67,552 |
Please refer to Note 6(n) for the details of share-based payment.
(8) Pledged assets:
The Group’s assets pledged to secure loans are as follows:
| Pledged assets Other non-current assets Other non-current assets |
Object | September 30, 2021 $ 5,436 - $ 5,436 |
December 31, 2020 5,573 - 5,573 |
September 30, 2020 |
|---|---|---|---|---|
| Office leasing Remitted funds for investment plan |
4,985 926,032 |
|||
| 931,017 |
(9) Commitments and contingencies:
(a) Significant commitments
| Guarantees for importation goods provided by bank Unused letters of credit Total |
September 30, 2021 $ 835,000 106,072 $ 941,072 |
December 31, 2020 935,000 660,779 1,595,779 |
September 30, 2020 |
|---|---|---|---|
| 935,000 295,299 |
|||
| 1,230,299 |
(Continued)
42
NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
-
(b) Contingent liabilities
-
(i) In 2000, the Company was charged by Brazil's Ministry of Justice as being involved in the 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.
-
(ii) In October 2016, Lone Star Silicon Innovations LLC (Lone Star) 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 East Texas for patent infringement. The lawsuit was dismissed in April 2021, therefore it was closed.
-
(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.
-
(iv) The original Joint Venture agreement signed by the Company, Micron Technology, Inc. and its 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:
-
1) The estimated cost for improving specific environmental safety and factory facilities in 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 September 30, 2021 and 2020, the payment amounting to $ 357,800 and $200,950 had been recognized by the Company.
-
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
(Continued)
43
NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(12) Other:
(a) A summary of current-period employee benefits, depreciation, and amortization, by function, is as follows:
| follows: | ||||||
|---|---|---|---|---|---|---|
| For the three months ended September 30, 2021 |
For the three months ended September 30, 2020 |
|||||
| Cost of goods sold |
Operating expenses |
Total | Cost of goods sold |
Operating expenses |
Total | |
| Employee benefits Salaries Labor and health insurance Pension expenses Remuneration of directors Other personnel expenses Depreciation expenses Amortization expenses |
1,037,822 52,243 25,082 - 17,606 3,701,152 65,229 |
788,781 48,081 22,704 1,750 8,151 126,318 - |
1,826,603 100,324 47,786 1,750 25,757 3,827,470 65,229 |
651,474 48,306 24,972 - 18,235 3,419,986 126,831 |
561,786 42,495 23,738 1,550 8,092 110,155 1,267 |
1,213,260 90,801 48,710 1,550 26,327 3,530,141 128,098 |
| For the nine months ended September 30, 2021 |
For the nine months ended September 30, 2021 |
For the nine months ended September 30, 2021 |
For the nine months ended September 30, 2020 |
For the nine months ended September 30, 2020 |
For the nine months ended September 30, 2020 |
|
|---|---|---|---|---|---|---|
| Cost of goods sold |
Operating expenses |
Total | Cost of goods sold |
Operating expenses |
Total | |
| Employee benefits Salaries Labor and health insurance Pension expenses Remuneration for directors Other personnel expenses Depreciation expenses Amortization expenses |
3,024,286 156,440 75,356 - 52,946 10,904,458 195,167 |
2,292,218 142,011 70,610 4,870 24,454 367,908 - |
5,316,504 298,451 145,966 4,870 77,400 11,272,366 195,167 |
2,300,147 146,506 74,829 - 55,039 10,322,877 171,657 |
1,713,279 122,715 65,839 4,800 21,818 321,697 1,267 |
4,013,426 269,221 140,668 4,800 76,857 10,644,574 172,924 |
(b) Seasonal operation:
The Group's operation is not affected by seasonal or cyclical factor.
(Continued)
44
NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements
(13) Other disclosures:
- (a) Information on significant transactions:
The followings were the information on significant transactions required by the “ Regulations Governing the Preparation of Financial Reports by Securities Issuers” for the Group for the nine months ended September 30, 2021:
-
(i) Loans to other parties: None
-
(ii) Guarantees and endorsements for other parties: None
-
(iii) Securities held at the reporting date (excluding investment in subsidiaries, associates and joint ventures):
(In Thousands of New Taiwan Dollars)
| Name of holder The Company |
Category and name of security |
Relationship with company |
Account title |
Endingbalance | Endingbalance | Endingbalance | Endingbalance | Note |
|---|---|---|---|---|---|---|---|---|
| Shares/Units (thousands) |
Carrying value | Percentage of ownership (%) |
Fair value | |||||
| Mesh Cooperative Ventures Fund LP |
- | Financial assets at fair value through other comprehensive income -non-current |
- | 5,700 | % 2.46 |
5,700 |
-
(iv) Information regarding purchase or sale of securities for the period exceeding $300 million or 20% of the capital stock: None
-
(v) Acquisition of individual real estate with amount exceeding $300 million or 20% of the Company's paid-in capital: None
-
(vi) Disposal of individual real estate with amount exceeding $300 million or 20% of the Company's paid-in capital: None
-
(vii) Related-party transaction for purchases and sales for which amounts exceeding $100 million or 20% of the Company's paidin capital:
(In Thousands of New Taiwan Dollars)
| Name of company |
Related party | Nature of relationship |
Transaction details | Transaction details | Transaction details | Transaction details | Transactions different fr |
with terms om others |
Notes/Accounts receivable (payable) | Notes/Accounts receivable (payable) | Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase /Sale |
Amount | Percentage of total purchases/sales |
Payment terms | Unit price | Payment terms |
Ending balance | Percentage of total notes/accounts receivable (payable) |
||||
| The Company The Company The Company The Company Nanya Technology Corp., Delaware Nanya Technology Corp., U.S.A Nanya Technology Corp., Japan Nanya Technology Corp., Europe GmbH Nanya Technology Corp., HK The Company The Company |
Nanya Technology Corp., U.S.A. Nanya Technology Corp., Japan Nanya Technology Corp., Europe GmbH Nanya Technology Corp., HK Nanya Technology Corp Nanya Technology Corp Nanya Technology Corp Nanya Technology Corp Nanya Technology Corp Formosa Sumco Technology Corporation Formosa Biomedical Technology Corporation |
Subsidiary Subsidiary Subsidiary subsidiary The parent company The parent company The parent company The parent company The parent company Other related parties Other related parties |
(Sale) (Sale) (Sale) (Sale) (Sale) Purchase Purchase Purchase Purchase Purchase Purchase |
(8,409,649) (4,486,254) (3,728,770) (126,089) (320,878) 8,409,649 4,486,254 3,728,770 126,089 513,896 150,122 |
(13.16)% (7.02)% (5.84)% (0.20)% (100.00)% 100.00% 100.00% 100.00% 100.00% 5.66% 1.65% |
O/A 60~90Days O/A 180Days O/A 60~90Days O/A 60~90 Days O/A 60~90 Days O/A 60~90Days O/A 180Days O/A 60~90Days O/A 60~90Days O/A 60Days Payment after arrival and inspection of good |
- - - - - - - - - - - |
3,030,678 756,660 1,080,459 33,825 30,764 (3,030,678) (756,660) (1,080,459) (33,825) (108,174) (4,893) |
23.08% 5.76% 8.23% 0.26% 100.00% (100.00)% (100.00)% (100.00)% (100.00)% (1.69)% (0.08)% |
(Note) (Note) (Note) (Note) (Note) (Note) (Note) (Note) (Note) - - |
(Continued)
45
NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements
Note: The transactions were written off in the consolidated financial statements.
(viii) Receivables from related parties with amounts exceeding $100 million or 20% of the Company's paid-in capital:
(In Thousands of New Taiwan Dollars)
| Name of company |
Counter-party | Nature of relationship |
Ending balance of accounts receivable from related parties |
Turnover rate |
Overdue | Overdue | Amounts received in subsequent period |
Allowance for bad debts |
|---|---|---|---|---|---|---|---|---|
| Amount | Action taken | |||||||
| The Company The Company The Company |
Nanya Technology Corp., U.S.A. Nanya Technology Corp., Japan Nanya Technology Europe GmbH |
Subsidiary Subsidiary Subsidiary |
3,030,678 756,660 1,080,459 |
5.02 7.99 6.43 |
- - - |
- - - |
1,322,876 380,518 330,213 |
- - - |
Note: the transactions were written off in the consolidated financial statements.
-
(ix) Trading in derivative instruments: None
-
(x) Business relationships and significant intercompany transactions:
(In Thousands of New Taiwan Dollars)
| (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | ||||
|---|---|---|---|---|---|---|---|
| No. | Name of company | Name of counter-party | Nature of relationship |
Intercompany transactions | |||
| Account name | Amount | Trading terms | Percentage of the consolidated net revenue or total assets |
||||
| 0 0 0 0 1 0 0 0 0 1 |
Nanya Technology Corp. Nanya Technology Corp. Nanya Technology Corp. Nanya Technology Corp Nanya Technology Corp.Delaware Nanya Technology Corp. Nanya Technology Corp. Nanya Technology Corp. Nanya Technology Corp. Nanya Technology Corp.Delaware |
Nanya Technology Corp., U.S.A Nanya Technology Corp., Japan Nanya Technology Europe GmbH Nanya Technology Corp. HK Nanya Technology Corp. Nanya Technology Corp., U.S.A Nanya Technology Corp., Japan Nanya Technology Europe GmbH Nanya Technology Corp. HK Nanya Technology Corp. |
1 1 1 1 2 1 1 1 1 2 |
Sales Sales Sales Sales Sales Accounts receivable Accounts receivable Accounts receivable Accounts receivable Accounts receivable |
8,409,649 4,486,254 3,728,770 126,089 320,878 3,030,678 756,660 1,080,459 33,825 30,764 |
On the basis of general conditions On the basis of general conditions On the basis of general conditions On the basis of general conditions On the basis of general conditions On the basis of general conditions On the basis of general conditions On the basis of general conditions On the basis of general conditions On the basis of general conditions |
13.10% 6.99% 5.81% 0.20% 0.50% 1.63% 0.41% 0.58% 0.02% 0.02% |
Note 1: Assigned numbers represent the following:
-
0 represents the parent company.
-
The subsidiaries are represented numerically starting from 1.
Note 2: The terms of transactions are defined as follows:
-
Parent company to subsidiary.
-
Subsidiary to parent company.
-
Subsidiary to Subsidiary.
-
Note 3: The business relationship and significant transactions between the parent company and the subsidiary only disclose the importations of sales and account receivable, did not repeat about the purchase and account payable.
(Continued)
46
NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements
(b) Information on investees (excluding information on investees in Mainland China):
The following is the information on investees for the nine months ended September 30, 2021:
(In Thousands of New Taiwan Dollars / Shares)
| Name of investor | Name of investee | Location | Main businesses and products |
Original investment amount | Original investment amount | Balance as of September 30, 2021 | Balance as of September 30, 2021 | Balance as of September 30, 2021 | Net income of investee |
Share of profits of investee |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, 2021 |
December 31, 2020 |
Shares | Percentage of ownership |
Carrying value |
|||||||
| The Company The Company The Company The Company The Company The Company Nanya Technology Corp., HK |
Nanya Technology Corp., U.S.A. Nanya Technology Corp., Delaware Nanya Technology Corp., HK Nanya Technology Corp., Japan Nanya Technology International, Ltd. Formosa Advanced Technologies Co., Ltd. Nanya Technology Europe GmbH |
U.S.A U.S.A Hong Kong Japan British Virgin Island Yunlin Germany |
Sales of semiconductor products Design of semiconductor products Sales of semiconductor products Sales of semiconductor products General investment business Assembling, testing and producing modules for IC Sales of semiconductor products |
20,392 36,005 66,271 20,161 48,145,600 5,099,482 30,056 |
20,392 36,005 66,271 20,161 37,004,400 5,099,482 30,056 |
2 - 20 1 2 141,511 - |
% 100.00 % 100.00 % 100.00 % 100.00 % 100.00 % 32.00 % 100.00 |
174,210 183,774 91,235 291,104 44,618,105 5,206,948 87,632 |
21,128 15,770 25,812 143,847 114,812 1,133,452 21,836 |
21,128 15,770 25,812 143,847 114,812 386,534 21,836 |
(Note1) (Note1) (Note1) (Note1) (Note 1) (Note 2) (Note1) |
Note: (1) The transactions were written off in the consolidated financial statements.
- (2) Investment accounted for using equity method.
(c) Information on investment in mainland China:
(i) The names of investees in Mainland China, the main businesses and products, and other information:
(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, 2021 |
Investment flows | Investment flows | Accumulated outflow of investment from Taiwan as of September 30, 2021 |
Net income (losses) of the investee |
Percentage of ownership |
Investment income (losses) |
Book value |
Accumulated remittance of earnings in current period |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | |||||||||||
| Nanya Technology Corp., Shenzhen |
Sales of semiconductor products |
27,448 (USD985 thousand |
) (2) |
27,448 (USD985 thousand) |
- | - | 27,448 (USD985 thousand) |
3,055 | 100.00% | 3,055 (Note 2) |
21,960 | - |
Note 1:Three types of investments were as follows:
-
(1) Investing directly in Mainland China
-
(2) Investing the companies in Mainland China through third parties.
-
(3) Others
Note 2:The financial statements were reviewed by a certified public accountant of the Taiwanese parent company.
Note3:The transactions were written off in thee consolidated financial statements.
(ii) Limitation on investment in Mainland China:
(In Thousands of New Taiwan Dollars)
| Accumulated Investment in Mainland China as of September 30, 2021 (Note 1) |
Investment Amounts Authorized by Investment Commission, MOEA (Note 1) |
Upper Limit on Investment (Note 2) |
|---|---|---|
| 27,448 (USD985 thousand) |
27,448 (USD985 thousand) |
99,907,628 |
Note 1:The exchange rate of New Taiwan dollars to US dollars on September 30, 2021 was USD1:TWD 27.866 Note 2:60% of net equity.
- (iii) Significant transactions: None
(Continued)
47
NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements
- (d) Information on major shareholders:
| Shareholding Shareholder’s Name |
Shares | Percentage |
|---|---|---|
| Nan Ya Plastics Corporation | 907,303,775 | % 29.29 |
| Formosa Chemicals & Fibre Corporation | 334,815,409 | % 10.80 |
| Formosa Plastics Corporation | 334,815,409 | % 10.80 |
| Formosa Petrochemical Corp | 334,815,409 | % 10.80 |
-
Note 1: The information on major shareholders, which is provided by the Taiwan Depository & Clearing Corporation, summarized the shareholders who held over 5% of total non-physical ordinary shares and preference shares (including treasury shares) on the last business date of each quarter. The actual registered non-physical shares may be different from the capital shares disclosed in the financial statement due to different calculation basis.
-
Note 2: If shares are entrusted, the above information regarding such shares will be revealed by each trustors of individual trust ac count. The shareholders holding more than 10% of the total shares of the company should declare insider’ s equity according to Securities and Exchange Act. The numbers of the shares declared by the insider include the shares of the trust assets which the insider has discretion over use. For details of the insider’s equity announcement please refer to the TWSE website.
(14) Segment information:
| Segment information: | ||||||
|---|---|---|---|---|---|---|
| Revenue: From external customers From sales among intersegments Total revenue Reportable segment profit or loss Revenue: From external customers From sales among intersegments Total revenue Reportable segment profit or loss Revenue: From external customers From sales among intersegments Total revenue Reportable segment profit or loss |
For the three months ended September 30, | 2021 | ||||
| Overseas sales division $ 6,698,341 8,692 $ 6,707,033 $ 39,485 |
Overseas R&D division Manufacturing divisions Investment divisions - 17,138,787 - 121,853 6,588,889 - 121,853 23,727,676 - 5,908 9,388,573 32,111 For the three months ended September 30, |
Adjustments and eliminated - (6,719,434) (6,719,434) (77,077) 2020 |
Total | |||
| 23,837,128 - |
||||||
| 23,837,128 | ||||||
| 9,389,000 | ||||||
| Overseas R&D division Manufacturing divisions Investment divisions Adjustments and eliminated - 10,870,705 - - 138,666 4,294,081 - (4,443,736) 138,666 15,164,786 - (4,443,736) 6,884 2,094,265 80,644 (86,538) For the nine months ended September 30, 2021 |
Total | |||||
| 15,323,867 - |
||||||
| 15,323,867 | ||||||
| 2,094,541 | ||||||
| Overseas R&D division - 320,878 320,878 15,770 |
Manufacturing divisions 47,133,742 16,750,761 63,884,503 19,641,668 |
Investment divisions - - - 114,812 |
Adjustments and eliminated - (17,110,624) (17,110,624) (321,368) |
Total | ||
| 64,205,209 - |
||||||
| 64,205,209 | ||||||
| 19,642,845 |
(Continued)
48
NANYA TECHNOLOGY CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements
| Revenue: From external customers From sales among intersegments Total revenue Reportable segment profit or loss Reportable segment assets Balance at September 30, 2021 Balance at December 31, 2020 Balance at September 30, 2020 Reportable segment liabilities Balance at September 30, 2021 Balance at December 31, 2020 Balance at September 30, 2020 |
For the nine months ended September 30, 2020 | For the nine months ended September 30, 2020 | For the nine months ended September 30, 2020 | For the nine months ended September 30, 2020 | ||
|---|---|---|---|---|---|---|
| Overseas sales division $ 12,569,616 33,825 $ 12,603,441 $ 22,248 Overseas sales division $ 5,551,069 $ 3,119,912 $ 3,802,276 Overseas sales division $ 4,982,043 $ 2,713,185 $ 3,383,158 |
Overseas R&D division - 341,659 341,659 17,423 Overseas R&D division 187,627 195,825 176,415 Overseas R&D division 3,853 23,832 1,057 |
Manufacturing divisions 33,662,478 12,324,821 45,987,299 7,853,462 Manufacturing divisions 186,253,509 165,624,472 167,229,704 Manufacturing divisions 19,740,796 11,812,445 13,831,135 |
Investment divisions - - - 481,002 Investment divisions 44,618,105 34,357,531 35,032,525 Others divisions - 38 - |
Adjustments and eliminated - (12,700,305) (12,700,305) (519,764) Adjustments and eliminated (50,306,110) (37,665,760) (39,034,455) Adjustments and eliminated (4,935,205) (2,729,547) (3,407,454) |
Total | |
| 46,232,094 - |
||||||
| 46,232,094 | ||||||
| 7,854,371 | ||||||
| Total | ||||||
| 186,304,200 | ||||||
| 165,631,980 | ||||||
| 167,206,465 | ||||||
| Total | ||||||
| 19,791,487 | ||||||
| 11,819,953 | ||||||
| 13,807,896 |