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Primax Audit Report / Information 2020

Dec 25, 2020

52436_rns_2020-12-25_28d7b1ea-7913-435a-9b48-6ddcdecf79eb.pdf

Audit Report / Information

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1

Stock Code:4915

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

With Independent Auditors’ Report for the Years Ended December 31, 2020 and 2019

Address: No. 669, Ruey Kuang Road, Neihu, Taipei Telephone: (02)2798-9008

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.

2

Table of contents

Contents
1. Cover Page
2. Table of Contents
3. Representation Letter
4. Independent Auditors’ Report
5. Consolidated Balance Sheets
6. Consolidated Statements of Comprehensive Income
7. Consolidated Statements of Changes in Equity
8. Consolidated Statements of Cash Flows
9. 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) Major shareholders
(14) Segment information
Page
1
2
3
4
5
6
7
8
9
9
9~10
11~31
31~32
33~70
71~72
72
72~73
73
73
73
73~80
80~81
81~82
82
83~84

3

Representation Letter

The entities that are required to be included in the combined financial statements of PRIMAX ELECTRONICS LTD. as of and for the year ended December 31, 2020 under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports, and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with International Financial Reporting Standards No. 10 endorsed by the Financial Supervisory Commission, “ Consolidated Financial Statements.” In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, PRIMAX ELECTRONICS LTD. and Subsidiaries do not prepare a separate set of combined financial statements.

Company name: PRIMAX ELECTRONICS LTD. Chairman: LIANG LI SHENG Date: February 26, 2021

4

==> picture [168 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’ Report

To the Board of Directors of PRIMAX ELECTRONICS LTD.:

Opinion

We have audited the consolidated financial statements of PRIMAX ELECTRONICS LTD. (the “Company”) and its subsidiaries (“the Group”), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the report of other auditors (please refer to Other Matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), interpretation as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the “ Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants” and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Other Matter

We did not audit the financial statements of certain subsidiaries. Those financial statements were audited by other auditors. Therefore, our opinion, insofar as it relates to those subsidiaries, is based solely on the reports of the other auditors. As of December 31, 2020 and 2019, the assets of these subsidiaries constitute 37% and 49%, respectively, of the consolidated total assets. For the years ended December 31, 2020 and 2019, the operating revenue of these subsidiaries constitute 42% and 51%, respectively, of the consolidated operating revenue.

We did not audit the financial statements of ALT International Co., Ltd (Cayman), which represented the investments accounted for using equity method. Those statements were audited by another auditor, whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for ALT International Co., Ltd (Cayman), is based solely on the report of another auditor. The investment in ALT International Co., Ltd (Cayman) accounted for using the equity method both constituted 1% of the consolidated total assets at December 31, 2020 and 2019, and the related share of loss of associates accounted for using equity method constituted (3)% and 0%, respectively, of consolidated profit after tax for the years then ended.

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.

4-1

The Company has prepared its parent company only financial statements as of and for the years ended December 31, 2020 and 2019, on which we have issued an unmodified opinion with other matter paragraph.

Key Audit Matters

Key audit matters are those matters that, in our professional judgments, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In our professional judgments, key audit matters to be communicated in the independent auditors’ report are listed below:

1. Evaluation of inventories

Please refer to Note 4(h) “Inventories”, Note 5 “Significant accounting assumptions and judgments, and major sources of estimation uncertainty” , and Note 6(f) “ Inventories” of the consolidated financial statements.

Description of key audit matter:

Inventories of the Group are measured at the lower of cost and net realizable value. Due to the fast high-tech revolution, as well as the advancement of production technologies that may lead dramatic change in customers’ demand, the net realizable value of inventories requires subjective judgments of the management, which is the major source of estimation uncertainty. Therefore, evaluation of inventories is one of the key audit matters for our audit.

How the matter was addressed in our audit:

Our principal audit procedures included: understanding the policies of evaluating the inventories of the Group; inspecting whether existing inventory policies are applied; examine the accuracy of the aging of inventories by sampling and analyze the changes of the aging of inventories; inspecting the reasonableness of the allowance provided for inventory valuation in the past and comparing it to the current year to ensure that the measurements and assumptions are appropriate.

In addition, the consolidated financial statements of certain subsidiaries were audited by other auditors, therefore, we have issued audit instructions to their auditors as guidelines to communicate the above key audit matters with them and reviewed other auditors’ working papers, as well as obtained the feedbacks required in the audit instructions.

2. Impairment assessment of intangible assets

Please refer to Note 4(n) “Impairment of non-financial assets”, Note 5 “Significant accounting assumptions and judgments, and major sources of estimation uncertainty” , and Note 6(m) “ Intangible assets” of the consolidated financial statements.

Description of key audit matter:

In 2014, the Company acquired Tymphany Worldwide Enterprises Ltd. through its subsidiary, Diamond (Cayman) Holdings Ltd.; and in 2019, the Company lost its control over ALT International Co., Ltd (Cayman), recognizing the investment in ALT International Co., Ltd (Cayman) as repurchase after disposal. The transactions metioned above resulted in the Group to recognize its goodwill, technologies, and customer relations, as intangible assets. The rapid industrial transformation and the assessment of impairment contained estimation uncertainty; therefore, the assessment of impairment of intangible assets is one of the key audit matters for our audit.

4-2

How the matter was addressed in our audit:

The principal audit procedures on the assessment of impairment of intangible assets included: evaluating the identification of cash generating units and any indication of impairment relating to intangible assets made by the management; acquiring intangible evaluation reports from external expert engaged by the Group; appointing our internal expert to review the evaluation reports and assessing the reasonability of measurements, parameters, and assumptions; evaluating the operation outcomes and comparing them to the past forecasts; making sensitivity analysis for evaluation of impairment losses and evaluating the completeness of disclosure in the consolidated financial reports.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs, IASs, interpretations as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the Audit Committee) are responsible for overseeing the Group’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

4-3

  1. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  2. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  3. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are MEI-PIN WU and CHILUNG YU.

KPMG

Taipei, Taiwan (Republic of China) February 26, 2021

Notes to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.

The independent auditors’ audit 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’ audit report and consolidated financial statements, the Chinese version shall prevail.

5

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Assets
Current assets:
1100
Cash and cash equivalents (note 6(a))
1110
Current financial assets at fair value through profit or loss (note 6(b))
1137
Current financial assets at amortized cost (note 6(d))
1170
Notes and accounts receivable, net (notes 6(e) and (w))
1180
Accounts receivable from related parties, net (notes 6(e), (w) and 7)
1200
Other receivables (note 6(e))
1310
Inventories (note 6(f))
1470
Other current assets (note 8)
Non-current assets:
1517
Non-current financial assets at fair value through other comprehensive income (note
6(c))
1550
Investments accounted for using equity method (notes 6(g) and (h))
1600
Property, plant and equipment (notes 6(j) and 8)
1755
Right-of-use assets (note 6(k))
1760
Investment property (note 6(l))
1780
Intangible assets (note 6(m))
1840
Deferred tax assets (note 6(s))
1990
Other non-current assets (note 8)
Total assets
December 31, 2020
Amount
%
$ 6,935,353
15
313,758
1
855,238
1
13,578,841
29
198,189
-
1,349,362
3
10,247,463
22
1,631,887
4
35,110,091
75
121,672
-
536,303
1
6,542,015
14
1,568,052
3
33,826
-
2,370,578
5
658,289
1
366,256
1
12,196,991
25
$
47,307,082
100
December 31, 2019
Amount
%
6,700,510
13
187,016
-
-
-
19,197,355
36
180,471
-
1,049,016
2
10,493,246
20
1,515,598
3
39,323,212
74
106,535
-
904,753
2
7,363,740
14
1,843,153
3
34,289
-
2,501,156
5
711,859
1
357,257
1
13,822,742
26
53,145,954
100
Liabilities and Equity
Current liabilities:
2100
Short-term borrowings (notes 6(n) and 8)
2120
Current financial liabilities at fair value through profit or loss (note 6(b))
2170
Notes and accounts payable
2200
Other payables
2201
Salaries payable
2280
Current lease liabilities (note 6(p))
2300
Other current liabilities (note 6(w))
2320
Long-term borrowings, current portion (notes 6(o) and 8)
2365
Current refund liabilities
Non-Current liabilities:
2540
Long-term borrowings (notes 6(o) and 8)
2580
Non-current lease liabilities (note 6(p))
2630
Long-term deferred revenue (note 6(j))
2600
Other non-current liabilities (notes 6(r) and (s))
Total liabilities
Equity attributable to owners of parent:
3110
Ordinary shares (note 6(t))
3200
Capital surplus (note 6(t))
3310
Legal reserve (note 6(t))
3320
Special reserve (note 6(t))
3350
Unappropriated retained earnings (notes 6(c) and (t))
3400
Other equity interest (notes 6(c) and (h))
36XX
Non-controlling interests(note 6(i))
Total equity
Total liabilities and equity
December 31, 2020 December 31, 2019
Amount
%
1,092,126
2
207,211
-
23,744,889
45
4,825,106
9
1,522,052
3
278,609
-
312,761
1
27,777
-
1,552,275
3
33,562,806
63
150,529
-
1,195,744
2
2,960,815
6
772,420
2
5,079,508
10
38,642,314
73
4,485,808
8
1,483,045
3
1,370,470
3
662,348
1
5,500,198
10
(1,193,867)
(2)
2,195,638
4
14,503,640
27
53,145,954
100
Amount
%
$ 905,059
2
432,171
1
19,001,057
40
3,949,527
8
1,131,626
2
271,483
1
753,750
2
74,833
-
1,421,407
3
27,940,913
59
680,626
1
981,436
2
1,499,072
3
704,445
2
3,865,579
8
31,806,492
67
4,508,983
10
1,567,628
3
1,578,473
3
1,058,941
2
5,733,458
12
(1,159,650)
(2)
2,212,757
5
15,500,590
33
$
47,307,082
100

See accompanying notes to consolidated financial statements.

6

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)

4000
Operating revenue (notes 6(w) and 7)
5000
Operating costs (notes 6(f), (p), (r), (x), 7 and 12)
Gross profit from operation
Operating expenses (notes 6(m), (p), (r), (u), (x) and 12):
6100
Selling expenses
6200
Administrative expenses
6300
Research and development expenses
6450
Expected credit loss (Reversal of expected credit loss) (note 6(e))
Total operating expenses
Net operating income
Non-operating income and expenses:
7100
Interest income
7010
Other income (notes 6(q) and (y))
7020
Other gains and losses (notes 6(g), (h), (j) and (z))
7060
Share of loss of associates accounted for using equity method (note 6(g))
7050
Finance costs (note 6(p))
Total non-operating income and expenses
Profit before tax
7950
Less: Income tax expenses (note 6(s))
Profit
8300
Other comprehensive income (loss):
8310
Items that may not be reclassified subsequently to profit or loss:
8311
Losses on remeasurements of defined benefit plans (note 6(r))
8316
Unrealized losses from investments in equity instruments measured at fair value through other
comprehensive income
8349
Income tax related to components of other comprehensive income that will not be reclassified to
profit or loss
8360
Items that may be reclassified subsequently to profit or loss:
8361
Exchange differences on translation of foreign operation’s financial statements
8399
Income tax related to components of other comprehensive income that will be reclassified to profit
or loss
8300
Other comprehensive income after tax
Comprehensive income
Profit attributable to:
8610
Owners of parent
8620
Non-controlling interests (note 6(i))
Comprehensive income attributable to:
8710
Owners of parent
8720
Non-controlling interests (note 6(i))
Earnings per share (note 6(v))
9710
Basic earnings per share (NT dollars)
9810
Diluted earnings per share (NT dollars)
2020
Amount
%
$ 68,240,939
100
60,129,865
88
8,111,074
12
1,354,432
2
1,910,310
3
2,555,565
4
(9,030)
-
5,811,277
9
2,299,797
3
141,456
-
13,127
-
292,611
1
(84,179)
-
(184,375)
-
178,640
1
2,478,437
4
534,170
1
1,944,267
3
(4,533)
-
(13,757)
-
-
-
(18,290)
-
13,627
-
-
-
13,627
-
(4,663)
-
1,939,604
3
1,919,265
3
25,002
-
1,944,267
3
1,927,312
3
12,292
-
$
1,939,604
3
$
4.30
$
4.27
2019
Amount
%
80,649,608
100
71,218,592
88
9,431,016
12
1,503,193
2
2,145,717
3
2,968,221
4
51,258
-
6,668,389
9
2,762,627
3
120,338
-
8,960
-
241,454
1
(11,067)
-
(208,411)
-
151,274
1
2,913,901
4
650,982
1
2,262,919
3
(2,146)
-
(17,148)
-
-
-
(19,294)
-
(525,368)
(1)
-
-
(525,368)
(1)
(544,662)
(1)
1,718,257
2
2,134,870
3
128,049
-
2,262,919
3
1,644,893
2
73,364
-
1,718,257
2
4.80
4.77

See accompanying notes to consolidated financial statements.

7

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2019
Profit
Other comprehensive income
Comprehensive income
Appropriation and distribution of retained earnings:
Appropriated legal reserve
Appropriated special reserve
Cash dividends of ordinary share
Changes in shares of investment accounted for using equity method
Amortization expense of restricted stock
Retirement of restricted stock
Change in non-controlling interests
Issuance of restricted stock
Disposal of investments in equity instruments designated at fair value through other comprehensive income
Derecognition of non-controlling interest due to disposal of subsidiaries
Balance at December 31, 2019
Profit
Other comprehensive income
Comprehensive income
Appropriation and distribution of retained earnings:
Appropriated legal reserve
Appropriated special reserve
Cash dividends of ordinary share
Changes in shares of investment accounted for using equity method
Amortization expense of restricted stock
Retirement of restricted stock
Issuance of restricted stock
Balance at December 31, 2020
Equity attributable to ow Equity attributable to ow Equity attributable to ow ners of parent Total equity
attributable
to owners of
parent
Non-
controlling
interests
Total
equity
Ordinary
shares
Capital
surplus
R etained earnings O t her equity intere st
Exchange
differences on
translation
of financial
statements
Unrealized
gains (losses)
from financial
assets at
fair value
through other
comprehensive
income
Unearned
employee
compensation
Legal
reserve
Special
reserve
Unappropriated
retained
earnings
$ 4,474,523
-
-
-
-
-
-
-
-
(6,915)
-
18,200
-
-
4,485,808
-
-
-
-
-
-
-
-
(1,225)
24,400
$
4,508,983
1,377,077 1,187,783 299,065 5,038,483 (560,182)
-
(470,683)
(470,683)
-
-
-
-
-
-
-
-
-
-
(1,030,865)
-
26,337
26,337
-
-
-
-
-
-
-
(1,004,528)
(102,166)
-
(17,148)
(17,148)
-
-
-
38,540
-
-
-
-
52,698
-
(28,076)
-
(13,757)
(13,757)
-
-
-
-
-
-
-
(41,833)
(88,762)
-
-
-
-
-
-
-
61,099
9,763
-
(117,026)
-
-
(134,926)
-
-
-
-
-
-
-
117,593
7,975
(103,931)
(113,289)
11,625,821 3,344,297
128,049
(54,685)
73,364
-
-
-
4,138
-
-
(42,152)
-
-
(1,184,009)
2,195,638
25,002
(12,710)
12,292
-
-
-
4,827
-
-
-
2,212,757
14,970,118
-
-
-
-
-
-
2,262,919
(544,662)
- - - 1,718,257
182,687
-
-
-
-
-
-
-
-
-
-
363,283
-
-
-
-
-
-
-
-
-
-
(1,072,341)
52,668
61,099
-
(42,152)
-
-
(1,184,009)
1,370,470
-
-
662,348
-
-
14,503,640
1,944,267
(4,663)
- - 1,939,604
208,003
-
-
-
-
-
-
-
396,593
-
-
-
-
-
-
-
(1,076,876)
16,629
117,593
-
-
1,578,473 1,058,941 15,500,590

See accompanying notes to consolidated financial statements.

8

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities:
Profit before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation and Amortization expense
Loss related to inventories
Expected credit loss (reversal)
Interest expense
Interest income
Compensation cost of share-based payment
Impairment loss of associates amounted for using equity method
Share of loss of associates accounted for using equity method
Loss (gain) on disposal of property, plant and equipment
Loss on disposal of subsidiaries
Impairment loss of property, plant and equipment
Other
Total adjustments to reconcile profit
Changes in operating assets and liabilities:
Financial assets at fair value through profit or loss
Financial assets measured at amortized cost
Notes and accounts receivable
Accounts receivable from related parties
Other receivables
Inventories
Other current assets
Other operating assets
Changes in operating assets
Financial liabilities at fair value through profit or loss
Notes and accounts payable
Salaries payable
Accounts payable to related parties
Other payables
Other current liabilities
Refund liabilities
Other operating liabilities
Changes in operating liabilities
Total changes in operating assets and liabilities
Total adjustments
Cash inflow generated from operations
Interest received
Interest paid
Income taxes paid
Net cash flows from operating activities
Cash flows from (used in) investing activities:
Acquisition of financial assets at fair value through other comprehensive income
Proceeds from disposal of financial assets at fair value through other comprehensive income
Proceeds from capital reduction of financial assets at fair value through other comprehensive income
Net cash flows from loss control of subsidiaries
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Dividends received
Acquisition of unamortized expense
Other non-current assets
Net cash flows used in investing activities
Cash flows from (used in) financing activities:
Increase (decrease) in short-term borrowings
Increase in long-term borrowings
Increase (decrease) in guarantee deposits received
Payment of lease liabilities
Cash dividends
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
2020
$ 2,478,437
2,229,636
284,439
(9,030)
176,799
(141,456)
134,222
279,716
84,179
116,532
-
56,507
(1,083)
3,210,461
(126,742)
(855,238)
5,629,639
(17,718)
(308,306)
(38,656)
(122,121)
1,014
4,161,872
224,960
(4,743,832)
(390,426)
-
(135,168)
175,762
(130,868)
(523,077)
(5,522,649)
(1,360,777)
1,849,684
4,328,121
141,456
(176,725)
(331,847)
3,961,005
(28,894)
-
-
-
(3,089,333)
400,410
(4,169)
191
(74,121)
-
(2,795,916)
(187,067)
577,153
-
(287,843)
(1,076,876)
(974,633)
44,387
234,843
6,700,510
$
6,935,353
2019
2,913,901
2,190,317
349,962
51,258
203,047
(120,338)
75,227
-
11,067
(34,144)
275,306
-
-
3,001,702
(71,408)
-
(3,110,708)
(79,852)
(11,134)
(3,326,852)
(993,890)
(14,412)
(7,608,256)
187,231
5,449,971
381,195
(45,328)
500,638
(62,304)
457,442
2,048,913
8,917,758
1,309,502
4,311,204
7,225,105
120,338
(202,975)
(514,457)
6,628,011
(33,273)
214,202
2,016
(131,285)
(3,559,181)
74,349
(53,170)
214
(91,905)
(886)
(3,578,919)
125,268
88,002
52,001
(249,186)
(1,114,493)
(1,098,408)
(240,632)
1,710,052
4,990,458
6,700,510

See accompanying notes to consolidated financial statements.

9

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

(1) Company history

PRIMAX ELECTRONICS LTD. (the “Company”), formerly known as Hong Chuan Investments Ltd., was incorporated on March 20, 2006, and registered under the Ministry of Economic Affairs, ROC. The Company changed its name to Hong Chuan Electronics Ltd. and Primax Electronics Ltd. in October 2007 and February 2008, respectively. The address of the Company’s registered office is No. 669, Ruey Kuang Road, Neihu, Taipei.

Primax Electronics Holdings, Ltd. (Primax Holdings, formerly known as Apple Holdings Ltd.) acquired all shares of the Company from YWAN PANG Management Limited on April 2, 2007. The investment was approved by the Investment Commission, Ministry of Economic Affairs. However, all shares of the Company were sold by Primax Holdings to its stockholders in October 2009.

Based on the resolution approved by the Company’ s board of directors on November 5, 2007, the Company resolved to acquire and merge with Primax Electronics Ltd. (“Primax”, a listed company) on December 28, 2007. The Company is the surviving company, and Primax was dissolved upon completion of the merger.

The consolidated financial statements of the Company as at and for the year ended December 31, 2020, comprised the Company and subsidiaries (together referred to as “ the Group” ). The major business activities of the Group were the manufacture and sale of multi-function printers, scanners, digital camera modules, computer mice, keyboards, track pads, mobile phone accessories, consumer electronics products, shredders, amplifiers, speakers, audio systems and related parts, as well as other electronic components. Please refer to note 14 for further information.

The Company’ s common shares were registered with the Financial Supervisory Commission, ROC (“FSC”) on June 22, 2012, and listed on the Taiwan Stock Exchange (“TWSE”) on October 5, 2012.

(2) Approval date and procedures of the consolidated financial statements:

The consolidated financial statements were authorized for issuance by the board of directors on February 26, 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. (“FSC”) 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, 2020:

  • ●Amendments to IFRS 3 “Definition of a Business”

  • ●Amendments to IFRS 9, IAS39 and IFRS7 “Interest Rate Benchmark Reform”

  • ●Amendments to IAS 1 and IAS 8 “Definition of Material”

(Continued)

10

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • ●Amendments to IFRS 16 “COVID-19-Related Rent Concessions”

  • (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, 2021, would not have a significant impact on its consolidated financial statements:

  • ●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”

  • (c) The impact of IFRS issued by International Accounting Standards Board (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 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”
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 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”

  • ●Amendments to IAS 16 “Property, Plant and Equipmentt 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)

11

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(4) Summary of significant accounting policies:

The significant accounting policies presented in the consolidated financial statements are summarized below. Except for those specifically indicated, the following accounting policies were applied consistently throughout the periods presented in the consolidated financial statements.

(a) Statement of compliance

These consolidated annual financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (“ the Regulations” ) and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations and SIC Interpretations endorsed by the FSC (“the IFRSs endorsed by the FSC”).

(b) Basis of preparation

  • (i) Basis of measurement

Except for the following significant accounts, the consolidated financial statements have been prepared on a historical cost basis:

  • 1) Financial instruments at fair value through profit or loss are measured at fair value;

  • 2) Financial assets at fair value through other comprehensive income are measured at fair value;

  • 3) The defined benefit liabilities are measured at fair value of plan assets, less the present value of the defined benefit obligation.

  • (ii) Functional and presentation currency

The functional currency of each Group entity is determined based on the primary economic environment in which the entity operates. The consolidated financial statements are presented in New Taiwan dollars, which is the Company’s functional currency. All financial information presented in New Taiwan dollars has been rounded to the nearest thousand.

(c) Basis of consolidation

  • (i) Principles of preparation of the consolidated financial statements

The consolidated financial statements comprise the Company and its subsidiaries. The Group controls an entity when it is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its control over the entity.

The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions are eliminated in preparing the consolidated financial statements. Losses applicable to the non-controlling interests in a subsidiary are allocated to the non-controlling interests even if doing so causes the non-controlling interests to have a deficit balance.

(Continued)

12

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Accounting policies of subsidiaries have been adjusted to ensure consistency with the policies adopted by the Group.

Changes in the Group’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Any differences between the Group’s share of net assets before and after the change and any consideration received or paid are adjusted to equity attributable to stockholders of the Company.

When the Group loses control over a subsidiary, it derecognizes the assets (including any goodwill) and liabilities of the subsidiary, and any related non-controlling interests at their carring amounts at the date when control is lost. Any interest retained in the former subsidiary is measured at fair value when control is lost, with the resulting gain or loss being recognized in profit or loss. The Group recognizes as gain or loss in profit or loss the difference between (i) the fair value of the consideration received as well as any investment retained in the former subsidiary at its fair value at the date when control is lost ;and (ii) the assets (including any goodwill), liabilities of the subsidiary as well as any related non-controlling interests at their carrying amounts at the date when control is lost. When the Group loses control of its subsidiary, it accounts for all amounts previously recognized in other comprehensive income in relation to that subsidiary on the same basis as would be required if it had directly disposed of the related assets or liabilities.

  • (ii) List of subsidiaries in the consolidated financial statements

The details of the subsidiaries included in the consolidated financial statements are as follows:

Name of
investor
The Company
The Company
The Company
The Company
The Company
The Company
The Company
The Company
Primax Cayman
Name of subsidiary Principal
activities
Holding company
Holding company
Holding company
Market
development and
customer service
Holding company
Market
development and
customer service
Holding company
Holding comapny
Holding company
and customer
service
Percentage of
shareholding
December
31, 2020
December
31, 2019
Description
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
December
31, 2020
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
Primax Industries (Cayman
Holding) Ltd. (Primax Cayman)
Primax Technology (Cayman
Holding) Ltd. (Primax Tech.)
Destiny Technology Holding Co.,
Ltd. (Destiny BVI.)
Primax Destiny Co., Ltd.
(Destiny Japan)
Diamond (Cayman) Holdings Ltd.
(Diamond)
Gratus Technology Corp.
(Gratus Tech.)
Primax AE (Cayman) Holdings
Ltd. (Primax AE)
Primax Electronics (Singapore)
Pte. Ltd.
(Primax Singapore)
Primax Industries (Hong Kong)
Ltd. (Primax HK)

(Continued)

13

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Percentage of Percentage of Percentage of
shareholding
Name of Principal December December
investor Name of subsidiary activities 31, 2020 31, 2019 Description
Primax HK Dongguan Primax Electronic & Manufacture of 100.00 % 100.00 %
and Primax Tech. Telecommunication Products Ltd. multifunctional
(PCH2) peripherals,
computer mice,
mobile phone
accessories,
consumer
electronics
products, and
shredders
Primax HK Primax Electronics (Kun Shan) Manufacture of 100.00 % 100.00 %
Corp., Ltd. (PKS1) computer,
peripherals and
keyboards
Primax HK Primax Electronics (Chongqing) Manufacture of 100.00 % 100.00 %
Corp., Ltd. (PCQ1) computer
peripherals and
keyboards
Primax Tech. Polaris Electronics Inc. (Polaris) Sale of multi- 100.00 % 100.00 %
function printers
and computer
peripheral devices
and market
development and
customer service
Destiny BVI. Destiny Electronic Corp. Research and 100.00 % 100.00 %
(Destiny Beijing) development of
computer peripheral
devices and
software
Primax Singapore Primax Electronics (Thailand) Co., Manufacture and 99.99 % 99.99 %
Ltd. (Primax Thailand) sale of computer
peripheral devices
and software
Diamond Tymphany Worldwide Enterprises Holding company 100.00 % 100.00 %
Ltd. (TWEL)
TWEL Tymphany Acoustic Technology Manufacture, 71.43 % 71.43 %
(Huizhou) Co., Ltd (Tymphany research and
Huizhou) development,
design, and sale of
audio accessories,
amplifiers and their
components
Tymphany Huizhou Tymphany Acoustic Technology Research and 100.00 % 100.00 %
HK Ltd. (TYM Acoustic HK) development,
design, and sale of
audio accessories,
amplifiers and their
components and
holdings
Tymphany Huizhou Dongguan Tymphany Acoustic Manufacture, 100.00 % 100.00 %
Technology Co., Ltd. (Tymphany research and
Dongguan) development,
design and sale of
audio accessories,
amplifiers and their
components

(Continued)

14

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Name of
investor
TYM Acoustic HK
TYM Acoustic HK
TYM Acoustic HK
TYM Acoustic HK
TYM Acoustic HK
TYM Acoustic HK
TYM HK
Tymphany Dongguan
Name of subsidiary Principal
activities
Research and
development,
design of audio
accessories,
amplifiers and their
components
Manufacture, install
and repair of audio
accessories and
their components
Market
development and
customer service of
amplifiers and their
components
Sale of audio
accessories,
amplifiers and their
components
Research and
development,
design of audio
accessories,
amplifiers and their
components
Manufacture and
sales of audio
accessories,
amplifiers and their
components
Sale of audio
accessories,
amplifiers and their
components
Research and
development,
design, and sale of
audio accessories,
amplifiers and their
components
Percentage of
shareholding
December
31, 2020
December
31, 2019
Description
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
99.99
%
99.99
%
100.00
%
100.00
%
100.00
%
100.00
December
31, 2020
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
99.99
%
100.00
%
100.00
TYMPHANY ACOUSTIC
TECHNOLOGY (UK) LIMITED
(TYM UK)
Tymphany Acoustic Technology
Europe, s.r.o (TYM Acoustic
Europe)
TYP Enterprise, inc. (TYP)
Tymphany HK Ltd. (TYM HK)
Tymphany Acoustic Technology
Limited (TYM Acoustic)
Tymphany Acoustic Technology
(Thailand) Co., Ltd (TYTH)
TYMPHANY LOGISTICS, INC
(TYML)
Dong Guan Dong Cheng
Tymphany Acoustic Technology
Co., Ltd. (TYDC)

(d) Foreign currencies

  • (i) Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of the Group entities at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period, monetary items denominated in foreign currencies are translated into functional currencies using the exchange rate at that date. Non-monetary items denominated in foreign currencies that are measured at fair value are translated into functional currencies using the exchange rate at the date that the fair value was determined. Nonmonetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the transaction.

(Continued)

15

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Exchange differences are generally recognized in profit or loss, except for the differences relating to an investment in equity securities designated as at fair value through other comprehensive income, which are recognized in other comprehensive income.

(ii) Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into the presentation currency of the consolidated financial statements, New Taiwan Dollar, at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into the presentation currency of the consolidated financial statements, New Taiwan Dollar, at the average rate. Foreign currency differences are recognized in other comprehensive income.

When a foreign operation is disposed of such that control, significant influence, or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Group disposes of any part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interest. When the Group disposes of only part of its investment in an associate or joint venture including a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

When the settlement of a monetary receivable from or payable to a foreign operation is neither planned nor likely to occur in the foreseeable future, foreign exchange gains and losses arising from such a monetary item are considered to form part of the net investment in the foreign operation and are recognized in other comprehensive income.

  • (e) Classification of current and non-current assets and liabilities

An asset is classified as current under one of the following criteria, and all other assets are classified as non-current.

  • (i) It is expected to be realized, or intended to be sold or consumed, in the normal operating cycle;

  • (ii) It is held primarily for the purpose of trading;

  • (iii) It is expected to be realized within twelve months after the reporting period; or

  • (iv) The asset is cash or a cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

A liability is classified as current under one of the following criteria, and all other liabilities are classified as non-current.

  • (i) It is expected to be settled in the normal operating cycle;

  • (ii) It is held primarily for the purpose of trading;

  • (iii) It is due to be settled within twelve months after the reporting period; or

(Continued)

16

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (iv) It does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by issuing equity instruments do not affect its classification.

(f) Cash and cash equivalents

Cash and cash equivalents comprise cash, cash in bank, and short-term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value.

Time deposits with maturities within three months or less which meet the above definition and are held for the purpose of meeting short term cash commitments rather than for investment or other purposes should be recognized as cash equivalents.

(g) Financial instruments

Accounts receivables are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Group becomes a party to the contractual provisions of the instrument. A financial asset (unless it is an account receivable without a significant financing component) or financial liability is initially measured at fair value, plus transaction costs that are directly attributable to its acquisition or issue. A accounts receivable without a significant financing component is initially measured at the transaction price.

(i) Financial assets

All regular way purchases or sales of financial assets classified as the same categories are recognized and derecognized on a trade date basis.

On initial recognition, a financial asset is classified as measured at amortized cost; Fair value through other comprehensive income (FVOCI) ; or fair value through profit or loss (FVTPL).

Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

  • 1) Financial assets measured at amortized cost

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

  • ‧ it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

  • ‧ its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

(Continued)

17

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

These assets are subsequently measured at amortized cost, which is the amount at which the financial asset is measured at initial recognition, plus/minus, the cumulative amortization using the effective interest method, adjusted for any loss allowance. Interest income, foreign exchange gains and losses, as well as impairment, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

  • 2) Fair value through other comprehensive income (FVOCI)

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 investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income 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.

  • 3) Fair value through profit or loss (FVTPL)

All financial assets not classified as amortized cost or FVOCI described as above are measured at FVTPL, including derivative financial assets. On initial recognition, the Group may irrevocably designate a financial asset, which meets the requirements to be measured at amortized cost or at FVOCI, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.

  • 4) Assemessment whether contractual cash flows are solely payments of principal and interest

For the purposes of this assessment, principal is defined as the fair value of the financial assets on initial recognition. Interest is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs, as well as a profit margin.

In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Group considers:

  • ‧ contingent events that would change the amount or timing of cash flows;

  • ‧ terms that may adjust the contractual coupon rate, including variable rate features;

(Continued)

18

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

‧ prepayment and extension features; and

‧ terms that limit the Group’s claim to cash flows from specified assets (e.g. non-recourse features).

  • 5) Impairment of financial assets

The Group recognizes loss allowances for expected credit losses (ECL) on financial assets measured at amortized cost (including cash and cash equivalents, notes and accounts receivable, other receivables, guarantee deposit paid and other financial assets, etc.).

The Group measures loss allowances at an amount equal to lifetime ECL, except for the following which are measured as 12-month ECL:

‧ Bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.

Loss allowance for accounts receivables are always measured at an amount equal to lifetime ECL.

Lifetime ECL are the ECL that result from all possible default events over the expected life of a financial instrument.

12-month ECL are the portion of ECL that result from default events that are possible within the 12 month after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).

The maximum period considered when estimating ECL is the maximum contractual period over which the Group is exposed to credit risk.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Group’s historical experience and informed credit assessment as well as forward-looking information.

The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 61 days past due.

The Group considers a financial asset to be in default when the financial asset is more than 361 days past due or the borrower is unlikely to pay its credit obligations to the Group in full.

ECL are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e the difference between the cash flows due to the Group in accordance with the contract and the cash flows that the Group expects to receive). ECL are discounted at the effective interest rate of the financial asset.

(Continued)

19

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

At each reporting date, the Group assesses whether financial assets carried at amortized cost are credit-impaired. A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial assets is credit-impaired includes the following observable data:

  • ‧ significant financial difficulty of the borrower or issuer;

  • ‧ a breach of contract such as a default or being more than 361 days past due;

  • ‧ the lender of the borrower, for economic or contractual reasons relating to the borrower’ s financial difficulty, having granted to the borrower a concession that the lender would not otherwise consider;

  • ‧ it is probable that the borrower will enter bankruptcy or other financial reorganization; or

‧ the disappearance of an active market for a security because of financial difficulties.

Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.

The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering the financial asset in its entirety or a portion thereof. The Group individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Group expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s procedures for recovery of amounts due.

6) Derecognition of financial assets

The Group derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expired, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

The Group enters into transactions whereby it transfers assets recognized in its statement of balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized.

  • (ii) Financial liabilities and equity instruments

  • 1) Classification of debt or equity

Debt and equity instruments issued by the Group are classified as financial liabilities or equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

(Continued)

20

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

2) Equity instrument

An equity instrument is any contract that evidences the residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued are recognized as the amount of consideration received, less the direct cost of issuing.

3) Financial liabilities

Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss.

Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.

4) Derecognition of financial liabilities

The Group derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expired. The Group also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

On derecognition of a financial liability, the difference between the carrying amount of a financial liability extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.

  • 5) Offsetting of financial assets and liabilities

Financial assets and financial liabilities are offset and the net amount presented in the statement of balance sheet when, and only when, the Group currently has a legally enforceable right to offset the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

  • (iii) Derivative financial instruments

The Group holds derivative financial instruments to hedge its foreign currency and interest rate exposures. Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are generally recognized in profit or loss.

(h) Inventories

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the weighted-average-costing method, and includes expenditure incurred in acquiring the inventories, production or conversion costs, and other costs incurred in bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity.

(Continued)

21

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

(i) Investment in associates

Associates are those entities in which the Group has significant influence, but not control or joint control, over their financial and operating policies.

Investments in associates are accounted for using the equity method and are recognized initially at cost. The cost of the investment includes transaction costs. The carrying amount of the investment in associates includes goodwill arising from the acquisition less any accumulated impairment losses.

The consolidated financial statements include the Group’ s share of the profit or loss and other comprehensive income of associates, after adjustments to align their accounting policies with those of the Group, from the date that significant influence commences until the date that significant influence ceases. When an associate’s equity changes due to reasons other than profit and loss or comprehensive income, which did not result in changes of the Group’s shareholding percentage in the associate, the Group recognizes equity changes attributable to the Group by its shareholding percentage as capital surplus.

Unrealized Gains and losses resulting from transactions between the Group and an associate are recognized only to the extent of unrelated party’s interests in the associate.

When the Group’s share of losses exceeds its interests in an associate, the carrying amount of the investment, including any long term interests that form part thereof, is reduced to zero, and the recognition of further losses is discontinued except to the extent the Group has an obligation or has made payments on behalf of its associates.

The Group shall discontinue the use of the equity method from the date when its investment ceases to be an associate. The Group shall measure the retained interest at fair value. The difference between the fair value of retained interest and proceeds from disposal, and the carrying amount of the investment at the date the equity method was discontinued, is recognized in profit or loss. The Group shall account for all the amounts previously recognized in other comprehensive income in relation to that investment on the same basis as would have been required if its associates had directly disposed of the related assets or liabilities. If a gain or loss previously recognized in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities, the entity shall reclassify the gain or loss from equity to profit or loss (as a reclassification adjustment) when the equity method is discontinued.

(j) Investment property

Investment property is the property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, for use in the production or supply of goods or services, or for administrative purposes. Investment property is measured at cost on initial recognition, and subsequently at cost, less accumulated depreciation and accumulated impairment losses. Depreciation expense is calculated based on the depreciation method, useful life, and residual value, which are the same as those adopted for property, plant and equipment.

Any gain or loss on disposal of an investment property (calculated as the difference between the net proceeds from disposal and the carrying amount) is recognized in profit or loss.

(Continued)

22

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Rental income from investment property is recognized as other income on a straight-line basis over the term of the lease. Lease incentives granted are recognized as an integral part of the total rental income, over the term of the lease.

  • (k) Property, plant and equipment

  • (i) Recognition and measurement

Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less accumulated depreciation and any accumulated impairment losses.

If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment is ecognized in profit or loss.

  • (ii) Subsequent expenditure

Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.

  • (iii) Depreciation

Depreciation is calculated on the cost of an asset, less its residual value, and is recognized in profit or loss on a straight line basis over the estimated useful lives of each component of an item of property, plant and equipment.

Land has an unlimited useful life, and therefore is not depreciated.

The estimated useful lives for the current and comparative years of significant items of property, plant and equipment are as follows:

  • 1) Buildings, leasehold improvement, and additional equipment: 1 ~ 51 years

  • 2) Machinery and equipment: 1 ~10 years

  • 3) Office and other equipment: 1 ~5 years

Depreciation methods, useful lives, and residual values are reviewed at each annual reporting date and adjusted if appropriate.

  • (iv) Reclassification to investment property

A property is reclassified to investment property at its carrying amount when the use of the property changes from owner occupied to investment property.

(Continued)

23

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(l) Lease

(i) Identifying a lease

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether:

  • 1) the contract involves the use of an identified asset – this may be specified explicitly or implicitly, and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified; and

  • 2) the customer has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and

  • 3) the customer has the right to direct the use of the asset throughout the period of use only if either:

  • - the customer has the right to direct how, and for what purpose, the asset is used throughout the period of use; or

  • - the relevant decisions about how, and for what purpose, the asset is used are predetermined and:

    • the customer has the right to operate the asset throughout the period of use, without the supplier having the right to change those operating instructions; or

    • the customer designed the asset in a way that predetermines how, and for what purpose, it will be used throughout the period of use.

At inception or on reassessment of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices. However, for the leases of land and buildings in which it is a lessee, the Group has elected not to separate non-lease components and accounted for the lease and nonlease components as a single lease component.

  • (ii) As a lessee

The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

(Continued)

24

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

  • 1) fixed payments, including in-substance fixed payments;

  • 2) variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

  • 3) amounts expected to be payable under a residual value guarantee; and

  • 4) payments for purchase or termination options that are reasonably certain to be exercised or penalty should be paid.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when:

  • 1) there is a change in future lease payments arising from the change in an index or rate; or

  • 2) there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee; or

  • 3) there is a change of its assessment on purchase option; or

  • 4) there is a change of its assessment on whether it will exercise a purchase, extension or termination option; or

  • 5) there is any lease modifications

When the lease liability is remeasured, other than lease modifications, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.

When the lease liability is remeasured to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease, the Group accounts for the remeasurement of the lease liability by decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognize in profit or loss any gain or loss relating to the partial or full termination of the lease.

(Continued)

25

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Group presents right-of-use assets that do not meet the definition of investment property and lease liabilities as a separate line item respectively in the statement of financial position.

The Group has elected not to recognize right-of-use assets and lease liabilities for leases of machinery and other equipment that have a short-term leases and leases of low-value assets. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

As a practical expedient, the Group elects not to assess whether all rent concessions that meets all the following conditions are lease modifications or not:

  • 1) the rent concessions occurring as a direct consequence of the COVID-19 pandemic;

  • 2) the change in lease payments results in revised consideration for the lease that is substantially the same as, or less than, the consideration for the lease immediately preceding the change;

  • 3) any reduction in lease payments affects only payments originally due on or before June 30, 2021; and

  • 4) there is no substantive change to other terms and conditions of the lease.

In accordance with the practical expedient, the effect of the change in the lease liability is reflected in profit or loss in the period in which the event or condition that triggers the rent concession occurs.

  • (ii) As a lessor

When the Group acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Group makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset.

When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease. If a head lease is a short-term lease to which the Group applies the exemption described above, then it classifies the sub-lease as an operating lease.

If an arrangement contains lease and non-lease components, the Group applies IFRS15 to allocate the consideration in the contract.

The Group recognizes lease payments received under operating leases as income on a straightline basis over the lease term.

(Continued)

26

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(m) Intangible assets

  • (i) Recognition and measurement

Goodwill arising on the acquisition of subsidiaries is measured at cost, less accumulated impairment losses.

Expenditure on research activities is recognized in profit or loss as incurred.

Development expenditure is capitalized only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Group intends to, and has sufficient resources to, complete the development and to use or sell the asset. Otherwise, it is recognized in profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost, less accumulated amortization and any accumulated impairment losses.

Other intangible assets, including customer relationships, technology, patents and trademarks, that are acquired by the Group and have finite useful lives, are measured at cost, less accumulated amortization and any accumulated impairment losses.

(ii) Subsequent expenditure

Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.

  • (iii) Amortization

Amortization is calculated over the cost of the asset, less its residual value, and is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use.

The estimated useful lives for current and comparative periods are as follows:

1) Customer relationships 10 years 2) Technology 10 years 3) Trademarks 10 years 4) Patents 2.5~10 years 5) Copyrights 15 years

Amortization methods, useful lives and residual values, are reviewed at each annual reporting date and adjusted if appropriate.

(Continued)

27

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(n) Impairment of non-financial assets

At each annual reporting date, the Group reviews the carrying amounts of its non-financial assets (other than inventories and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested annually for impairment.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.

The recoverable amount of an asset or CGU is the greater of its value-in-use and its fair value, less costs to sell. Value-in-use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.

Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

(o) Revenue from contracts with customers

Revenue is measured based on the consideration to which the Group expects to be entitled in exchange for transferring goods or services to a customer. The Group recognizes revenue when it satisfies a performance obligation by transferring control of a good or a service to a customer. The accounting policies for the Group’s main types of revenue are explained below:

(i) Sale of goods

The Group manufactures computer peripherals and non-computer peripherals and sales them to customers. The Group recognizes revenue when control of the products has transferred, being when the products are delivered to the customer, the customer has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customer’ s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Group has objective evidence that all criteria for acceptance have been satisfied.

(Continued)

28

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Group often offers discounts to its customers based on aggregate sales of components. Revenue from these sales is recognized based on the price specified in the contract, net of the estimated volume discounts. Accumulated experience is used to estimate the discounts, using the expected value method, and revenue is only recognized to the extent that it is highly probable that a significant reversal will not occur. A refund liabilities is recognized for expected volume discounts payable to customers in relation to sales made until the end of the reporting period. No element of financing is deemed present as the sales of components are made with a credit term of 45 days to 90 days, which is consistent with the market practice.

A receivable is recognized when the goods are delivered as this is the point in time that the Group has a right to an amount of consideration that is unconditional.

(ii) Rendering of services

The Group provides services, such as model research, development, and design to customers. Revenue from providing services is recognized in the accounting period in which the services are rendered. For fixed-price contracts, revenue is recognized based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided.

Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting increases or decreases in estimated revenues or costs are reflected in profit or loss in the period in which the circumstances that give rise to the revision become known by management.

(iii) Financing components

The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Group does not adjust any of the transaction prices for the time value of money.

(p) Deferred grant revenue

Deferred grant revenue with additional conditions shall be recognized if the Group fulfills the conditions and the grant revenue becomes receivable.

Deferred grant revenue shall be recognized in profit or loss on a systematic basis in the periods in which the expenses it is to compensate are recognized. Grant revenue with conditions to compensate for the acquisition cost of an asset shall be deferred and recognized in profit or loss on a systematic basis over the useful life of the asset.

If the deferred grant revenue is to compensate for the Group’s expenses that have been incurred or to supply immediate financial support to the Group and there is no related cost in the future, it shall be recognized in profit or loss when the grant revenue becomes receivable.

(Continued)

29

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(q) Employee benefits

(i) Defined contribution plans

Obligations for contributions to the defined contribution plans are expensed as related services are provided.

(ii) Defined benefit plans

The Group’s net obligation in respect of the defined benefit plans is calculated separately for each the plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.

Remeasurements of the net defined benefit liability (asset), which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income, and accumulated in retained earnings within equity. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.

(iii) Short-term employee benefits

Short-term employee benefits are expensed as related service are provided.

A liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

(r) Share-based payment

The grant-date fair value of equity-settled share-based payment arrangements granted to employees is generally recognized as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized is based on the number of awards that meet the related service and non-market performance conditions at the vesting date.

For share-based payment awards with non-vesting conditions, the grant-date fair value of the sharebased payment is measured to reflect such conditions, and there is no true-up for differences between the expected and the actual outcomes.

(Continued)

30

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Grant date of a share-based payment award is the date which the board of directors authorized the price and number of shares that employees can subscribe for.

  • (s) Income taxes

Income taxes expenses include both current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes are recognized in profit or loss.

Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables are the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date.

Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes are recognized except for the following:

  • (i) temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profits (losses) at the time of the transaction;

  • (ii) temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and

(iii) taxable temporary differences arising on the initial recognition of goodwill.

Deferred taxes are measured at tax rates that are expected to be applied to temporary differences when they reserve, using tax rates enacted or substantively enacted at the reporting date.

Deferred tax assets and liabilities are offset if the following criteria are met:

  • (i) the Group has a legally enforceable right to set off current tax assets against current tax liabilities; and

  • (ii) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:

  • 1) the same taxable entity; or

  • 2) different taxable entities which intend to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

(Continued)

31

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Deferred tax assets are recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefits will be realized; such reductions are reversed when the probability of future taxable profits improves.

(t) Earnings per share

The Group discloses the basic and diluted earnings per share attributable to ordinary stockholders of the Company. Basic earnings per share is calculated as the profit attributable to the ordinary stockholders of the Company divided by the weighted-average number of ordinary shares outstanding. Diluted earnings per share is calculated as the profit attributable to ordinary stockholders of the Company divided by the weighted-average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares. Dilutive potential ordinary shares comprise employee stock options, employee remuneration, and restricted stock.

(u) Operating segments

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the Group). Operating results of the operating segment are regularly reviewed by the Group’s chief operating decision maker to make decisions about resources to be allocated to the segment and to assess its performance. Each operating segment consists of standalone financial information.

(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 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 management continues to monitor the accounting, estimates and assumptions. The management recognizes any changes in accounting estimates during the period and the impact of those changes in accounting estimates in the following period.

Information about critical judgments made in applying the accounting policies that have significant effects on amounts recognized in the consolidated financial statements is as follows:

  • (a) Judgment of whether the Group has substantive control over its investees

The Group holds 37% of the outstanding voting shares of ALT International Co., Ltd. (AIC), but the Group did not obtain any director seats of AIC, and the chairman of AIC controls 45% of voting shares. Therefore, the Group does not have power of control over relevant activities of AIC, but remains significant influence.

(Continued)

32

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year is as follows. Those assumptions and estimation have been updated to reflect the impact of COVID-19 pandemic:

(a) Valuation of inventories

As inventories are measured at the lower of cost or net realizable value, the Group estimates the amount due to inventories’ obsolescence and unmarketable items at the reporting date and then writes down the cost of inventories to net realizable value. The net realizable value of the inventory is mainly determined based on assumptions as to future demand within a specific time horizon. Due to the rapid industrial transformation, there may be significant changes in the net realizable value of inventories. Please refer to note 6(f) for valuation of inventories.

(b) Assessment of impairment of intangible assets (including goodwill)

The assessment of impairment of intangible assets required the Group to make subjective judgments on cash-generating units, allocate the intangible assets to relevant cash-generating units, and estimate the recoverable amount of relevant cash-generating units. Changes in economic conditions or changes in assessment caused by business strategies could result in significant impairment charges or reversal in future years.

The Group’s accounting policies include measuring financial and non-financial assets and liabilities at fair value through profit and loss. The Group has established an internal control framework with respect to the measurement of fair value and regularly reviews significant unobservable inputs and valuation adjustments. If third-party information, such as broker quotes or pricing services, is used to measure fair value, then the Group assessed the evidence obtained from the third parties to support the conclusion that such valuations meet the requirements of IFRSs, including the level in the fair value hierarchy in which such valuations should be classified.

The Group strives to use market observable inputs when measuring assets and liabilities. Different levels of the fair value hierarchy to be used in determining the fair value of financial instruments are as follows:

Level 1:quoted prices (unadjusted) in active markets for identifiable assets or liabilities.

Level 2:inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (ie as prices) or indirectly (ie derived from prices).

Level 3:inputs for the assets or liability that are not based on observable market data.

For any transfer within the fair value hierarchy, the impact of the transfer is recognized on the reporting date. Please refer to Note 6(aa) for assumptions used in measuring fair value.

(Continued)

33

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(6) Explanation of significant accounts:

(a) Cash and cash equivalents

Cash on hand
Demand accounts and checking deposits
Time deposits
Cash and cash equivalents in the consolidated statements of
cash flows
December 31,
2020
$ 7,750
4,417,720
2,509,883
$
6,935,353
December 31,
2019
5,260
5,531,016
1,164,234
6,700,510

Please refer to note 6(aa) for the currency risk and the interest rate risk of the Group’s cash and cash equivalents.

  • (b) Financial assets and liabilities at fair value through profit or loss

  • (i) Details of financial instruments were as follows:

Mandatorily measured at FVTPL:
Derivative instruments not used for hedging
Forward exchange contracts
Foreign exchange swap contracts
Financial liabilities held-for-trading:
Derivative instrument not used for hedging
Forward exchange contracts
Foreign exchange swap contracts
December 31,
2020
$ 67,252
246,506
$
313,758
December 31,
2020
$ (399,762)
(32,409)
$
(432,171)
December 31,
2019
82,870
104,146
187,016
December 31,
2019
(193,946)
(13,265)
(207,211)

(Continued)

34

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (ii) The Group held the following derivative instruments as mandatorily measured at fair value through profit or loss and held-for-trading financial liabilities, without the application of edge accounting, as of December 31, 2020 and 2019:
December 31, 2020 Maturity date
Predetermined
rate
January 6, 2021~
June 23, 2021
27.150~28.942
January 13, 2021~
January 28, 2021
28.490~28.501
January 4, 2021~
May 19. 2021
6.5273~6.6415
January 6, 2021~
June 23, 2021
28.075~29.424
Maturity date
Predetermined
rate
January 2, 2020~
June 29, 2020
29.575~31.260
January 2, 2020~
March 30, 2020
29.996~30.776
January 3, 2020~
March 25, 2020
6.9800~7.1710
February 26, 2020
31.288
January 6, 2020~
June 23, 2020
29.754~30.859
January 3, 2020~
January 7, 2020
7.0026~7.0036
Derivative financial
instruments
Nominal amount
(inthousands)
Forward exchange contracts
-buy USD / sell TWD
Forward exchange contracts
-buy TWD / sell USD
Forward exchange contracts
-buy CNY/ sell USD
Foreign exchange swap contracts
-swap in TWD / swap out USD
USD 764,000
USD
11,500
USD 262,300
USD 593,000
December 31, 2019
Derivative financial
instruments
Nominal amount
(inthousands)
Forward exchange contracts
-buy USD / sell TWD
Forward exchange contracts
-buy TWD / sell USD
Forward exchange contracts
-buy CNY/ sell USD
Foreign exchange swap contracts
-swap in USD/ swap out TWD
Foreign exchange swap contracts
-swap in TWD / swap out USD
Foreign exchange swap contracts
-swap in CNY/ swap out USD
USD 511,000
USD 106,000
USD 197,700
USD
10,000
USD 269,000
USD
11,000

(iii) Please refer to note 6(aa) for the liquidity risk of the Group’s financial instruments.

(Continued)

35

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (c) Financial assets at FVOCI
Equity investments at FVOCI
Stocks unlisted in domestic markets–WK Technology
Fund IV Ltd.
Stocks unlisted in domestic markets–Changing Information
Technology Inc.
Stocks unlisted in domestic markets–Syntronix Corp.
Equities unlisted in foreign markets–Grove Ventures L.P.
Equities unlisted in foreign markets–Grove Ventures II, L.P.
Stocks unlisted in foreign markets–WK Global Investment
III Ltd.
Total
December 31,
2020
December 31,
2019
$ 1,263
1,076
6,002
2,102
49
49
60,722
55,094
26,227
7,226
27,409
40,988
$
121,672
106,535
December 31,
2020
December 31,
2019
$ 1,263
1,076
6,002
2,102
49
49
60,722
55,094
26,227
7,226
27,409
40,988
$
121,672
106,535
1,076
2,102
49
55,094
7,226
40,988
106,535
  • (i) The Group designated the investments above as equity securities as at FVOCI because these equity securities represent those investments that the Group intends to hold for long-term for strategic purposes and not for sale.

  • (ii) During the years ended December 31, 2020 and 2019, the dividends of $191 and $214, respectively, related to equity investments at FVOCI held were recognized.

  • (iii) As a result of enhancing its working capital, the Group sold 5,338 thousand of its shares in Global TEK, with the fair values of $214,202, resulting in the losses of $52,698 for the year ended December 31, 2019. Losses had been recognized as other equity interests, and later on, reclassified to retained earnings.

  • (iv) Grove Venture, L.P executed capital increases, wherein the Group had participated and invested the amounts of $9,006 and $25,953 in the years ended December 31, 2020 and 2019, respectively.

  • (v) The Group invested the amount of $7,320 in an unlisted company, Grove Ventures II, L.P., for the year ended December 31, 2019. Thereafter, the Group had participated in its capital increase and invested the amount of $19,888 for the year ended December 31, 2020.

  • (vi) WK Global Investment III Ltd. refunded the amount of $2,016 to the Group due to its capital reduction in June 2019.

  • (vii) The Group did not provide any of the aforementioned financial assets as collateral.

(Continued)

36

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (d) Financial assets at amortized cost
Foreign time deposits December 31,
2020
$
855,238
December 31,
2019
-
  • (i) The Group has assessed that these financial assets are held-to-maturity to collect contractual cash flows, which consist solely of payments of principal and interest on principal amount outstanding. Therefore, these investments were classified as financial assets measured at amortized cost.

  • (ii) During the year ended December 31, 2020, the Group held foreign time deposits, with the weighted average interest rate of 1.4%, maturing in June 2021. There was no foreign time deposit in 2019.

  • (iii) For credit risk, please refer to note (aa).

  • (iv) The Group did not provide any of the aforementioned financial assets as collateral.

  • (e) Notes and accounts receivable (including related parties)

Notes and accounts receivable (including related parties)
Notes receivable
Accounts receivable
Accounts receivable – related parties
Less: allowance for doubtful accounts
Total
December 31,
2020
$ 5,618
13,615,378
198,189
(42,155)
$
13,777,030
December 31,
2019
5,250
19,267,830
180,471
(75,725)
19,377,826
  • (i) The Group did not provide any of the aforementioned notes and accounts receivable (including related parties) as collateral.

  • (ii) The Group applies the simplified approach to provide for its ECL, the use of lifetime ECL provision for all notes and accounts receivables. To measure the ECL, notes and accounts receivable have been grouped based on shared credit risk characteristics and customer’s ability to pay all the amounts due based on the terms of the contract as well as incorporated forward looking information, including macroeconomic and relevant industry information. The ECL allowance provision analysis was as follows:

(Continued)

37

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Current
0 to 30 days past due
31 to 60 days past due
61 to 90 days past due
91 to 180 days past due
181 to 360 days past due
More than 361 days past due
Current
0 to 30 days past due
31 to 60 days past due
61 to 90 days past due
91 to 180 days past due
181 to 360 days past due
More than 361 days past due
December 31, 2020 December 31, 2020
Carrying
amounts of notes
and accounts
receivable
(including
related parties)
Lifetime
ECL rate
$ 12,834,801
0%~0.04%
924,894
0%~3.4%
44,042
0%~5%
8,682
0%~10%
4,067
0%~25%
-
0%~80%
2,699
0%~100%
$
13,819,185
December 31, 2019
Loss allowance
provision of
lifetime ECL
5,505
31,282
2,202
814
325
-
2,027
42,155
Carrying
amounts of notes
and accounts
receivable
(including
related parties)
$ 18,107,626
1,266,578
48,325
6,374
11,021
4,145
9,482
$
19,453,551
Lifetime
ECL rate
0%~0.38%
0%~3%
0%~5%
0%~10%
0%~25%
0%~80%
0%~100%
Loss allowance
provision of
lifetime ECL
40,506
22,839
1,394
105
1,038
1,144
8,699
75,725

(iii) The movement in the allowance for notes and accounts receivable (including related parties) was as follows:

Balance on January 1, 2020 and 2019
Impairment losses recognized (reversed)
Disposal of subsidiaries
Amounts written off
Effect of exchange rate changes
Balance on December 31, 2020 and 2019
2020
$ 75,725
(9,030)
-
(22,445)
(2,095)
$
42,155
2019
45,467
51,258
(14,861)
(4,220)
(1,919)
75,725

(Continued)

38

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (iv) The Group entered into agreements with banks to sell its accounts receivable without recourse. According to the agreements, within the limit of its credit facilities, the Group does not need to guarantee the capability of its customers to pay for reasons other than commercial disputes when transferring its accounts receivable. The Group receives partial advances upon sales of accounts receivable and pays interest calculated based on the interest rates agreed for the period through the collection of the accounts receivable. The remaining amounts are received upon the collection of the accounts receivable, and are recorded as other receivables. In addition, the Group shall pay handling charges based on a fixed rate. The Group derecognized the above trade receivables because it has transferred substantially all of the risks and rewards of their ownership and it does not have any continuing involvement in them. As of December 31, 2020 and 2019, the details of transferred accounts receivable which conformed to the criteria for derecognition were as follows:
Decem ber 31, 2020
Amount
Purchaser
Derecognized
HSBC Bank
$ 3,917,358
EnTie Bank
158,092
Bank of Taiwan
-
Mega International
Commercial Bank
-
$
4,075,450
Amount A dvanced
Paid
3,416,322
-
-
-
3,416,322
ber 31, 2019
Amount
Recognized in
Other
Receivables
501,036
158,092
-
-
659,128
Range of
Interest Rate
0.795%~0.849%
-
-
-
Guarantee
(Promissory
note)
Unpaid
382,018
-
-
-
382,018
Decem
US$ 37,440
-
NT$ 58,000
US$ 3,750
Amount
Purchaser
Derecognized
HSBC Bank
$ 1,002,004
EnTie Bank
193,366
Mega International
Commercial Bank
-
$
1,195,370
Amount A dvanced
Paid
901,804
-
-
901,804
Amount
Recognized in
Other
Receivables
100,200
193,366
-
293,566
Range of
Interest Rate
2.19%~2.20%
-
-
Guarantee
(Promissory
note)
Unpaid
-
-
-
-
US$ 13,500
-
US$ 3,750
  • (v) Please refer to note 9 for guarantee notes provided by the Group to sell its accounts receivable.

  • (f) Inventories

Raw materials
Semi-finished goods and work in process
Finished goods and merchandise
December 31,
2020
$ 2,540,293
1,805,774
5,901,396
$
10,247,463
December 31,
2019
2,356,395
2,312,106
5,824,745
10,493,246

(Continued)

39

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Group did not provide any of the aforementioned inventories as collateral. Except for cost of inventories sold, the Group recognized the following items as cost of goods sold:

2020
Losses on inventory valuation
$ (201,901)
Unallocated manufacturing overhead resulting from the actual
production being lower than the normal capacity
(55,356)
Losses on disposal of inventories
(32,761)
Gains on physical inventories
5,579
$
(284,439)
2019
(244,324)
(9,223)
(105,102)
8,687
(349,962)
  • (g) Investments accounted for using equity method

The Group’s investments accounted for using the equity method are individually insignificant. The related information included in the consolidated financial statements was as follows:

Carrying amount of individually insignificant associates’ equity
Attributable to the Group:
Loss
Other comprehensive income (loss)
Comprehensive income (loss)
December 31,
2020
$
536,303
2020
$ (84,179)
(4,556)
$
(88,735)
December 31,
2019
904,753
2019
(11,067)
(16,701)
(27,768)
  • (i) In July 2019, AIC held an interim shareholders’ meeting and re-elected its directors, wherein the Group did not obtain more than 50% of its board of directors’ voting rights. Hence, the Group lost its control over AIC, but still retained a significant influence. Thereafter, AIC and its subsidiaries were no longer included in the Group’s consolidated financial statements; thus, they were reclassified to investments accounted for using the equity method. Please refer to note 6(h) for relative information.

  • (ii) As of December 31, 2020, the revenue of AIC did not turn out as expected due to intensive industrial competition, resulting in the impairment of the intangible assets and carrying amounts related to this equity investment after the Group’s evaluation, the Group recognized impairment loss of $279,716 under other gains and losses.

(iii) The Group did not provide any investment accounted for using equity method as collateral.

(Continued)

40

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(h) Loss control of subsidiaries

In July 2019, AIC held an interim shareholders’ meeting and re-elected its directors, wherein the Group did not obtain more than 50% of its board of directors’ voting rights. Therefore, the Group lost its control over AIC, but still retained significant influence. Thereafter, AIC and its subsidiaries were no longer included in the Group’ s consolidated financial statements; hence, they were reclassified to investments accounted for using the equity method. Due to the loss of its control over AIC, the Group remeasured its 37% shares in AIC amounting to $932,522 at fair value, resulting in a revaluation loss of $297,377 to be recognized in July 2019. Additionally, the Group reclassified the exchange differences on translation of foreign operation’s financial statements of $4,071 from other equity interest to other income. The Group recorded the net losses of its disposals amounting to $275,306 under other gains and losses.

The carrying amount of assets and liabilities of AIC and its subsidiaries on July 2019 were as follow:

Cash $ 131,285
Notes and accounts receivable 685,683
Inventories 243,977
Other current assets 83,045
Property, plant and equipment 460,424
Intangible assets 1,763,938
Deferred tax assets 29,774
Right-of-use assets 131,996
Other non-current assets 31,029
Short-term borrowings (235,707)
Notes and accounts payable (201,424)
Other current liabilities (83,485)
Deferred tax liabilities (273,288)
Lease liabilities (93,980)
Other non-current liabilities (216,309)
Non- controlling interest (453)
Carrying amount of net assets $ 2,456,505

(Continued)

41

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(i) Material non-controlling interests of subsidiaries

The material non-controlling interests of subsidiaries were as follows:

Name of subsidiaries Main operation place
Business/Registered Country
Proportion of Ownership and
Voting Rights Held by Non-
controlling Interests
December 31,
2020
December 31,
2019
%
28.57
%
28.57

The following information on the aforementioned subsidiaries have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. Included in these information are the fair value adjustment made during the acquisition and relevant difference in accounting principles between the Group as at the acquisition date. Intra-group transactions were not eliminated in this information.

  • (i) Tymphany Huizhou and its subsidiaries’s collective financial information:

Current assets
$ Non-current assets
Current liabilities
Non-current liabilities
Net assets
$
Non-controlling interests
$
Operating revenue
$
Profit
$ Other comprehensive income (loss)
Comprehensive income
$
Profit attributable to non-controlling interests
$
Comprehensive income attributable to non-controlling
interests
$
Cash flows from operating activities

Cash flows used in investing activities
Cash flows from financing activities
Effect of exchange rate changes
Net increase (decrease) in cash and cash equivalents

Dividends paid to non-controlling interests
December 31,
2020

13,510,184
6,161,757
(10,030,285)
(1,896,051)

7,745,605

2,212,757
2020

28,404,163

87,518
(44,105)

43,413

25,002

12,292
2020
$ 1,307,136
(1,978,242)
9,621
(46,872)
$
(708,357)
$
-
December 31,
2019
20,221,838
7,069,414
(18,685,167)
(920,404)
7,685,681
2,195,638
2019
40,930,219
862,711
(203,331)
659,380
246,459
188,263
2019
2,423,821
(1,778,717)
451,846
(42,790)
1,054,160
42,152

(Continued)

42

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(j) Property, plant and equipment

The cost, depreciation, and impairment loss of the property, plant and equipment of the Group for the years ended December 31, 2020 and 2019, were as follows:

Cost or deemed cost:
Balance on January 1, 2020
Additions
Disposals
Reclassifications
Effect of changes in exchange rate
Balance on December 31, 2020
Balance on January 1, 2019
Additions
Disposals
Reclassifications
Disposals of subsidiaries
Effect of changes in exchange rate
Balance on December 31, 2019
Depreciation and impairments loss:
Balance on January 1, 2020
Depreciation
Impairment loss
Disposals
Effect of changes in exchange rate
Balance on December 31, 2020
Balance on January 1, 2019
Depreciation
Disposals
Reclassifications
Disposals of subsidiaries
Effect of changes in exchange rate
Balance on December 31, 2019
Carrying amounts:
Balance on December 31, 2020
Balance on December 31, 2019
Balance on January 1, 2019
Land
$ 134,701
281
-
187,451
(2,364)
$
320,069
$ 229,801
-
-
-
(95,100)
-
$
134,701
$ -
-
-
-
-
$
-
$ -
-
-
-
-
-
$
-
$
320,069
$
134,701
$
229,801
Buildings,
leasehold
improvement,
and additional
equipment
4,014,529
14,507
(78,283)
68,061
43,838
4,062,652
4,338,669
52,190
(106,387)
119,600
(251,649)
(137,894)
4,014,529
2,035,962
259,159
22,574
(71,792)
25,896
2,271,799
1,977,887
264,081
(96,464)
(57)
(37,809)
(71,676)
2,035,962
1,790,853
1,978,567
2,360,782
Machinery
and
equipment
7,508,088
301,543
(1,389,899)
645,951
79,927
7,145,610
6,925,443
720,596
(877,359)
1,218,764
(152,682)
(326,674)
7,508,088
4,894,405
1,144,119
19,198
(1,037,680)
64,173
5,084,215
4,859,380
1,137,385
(851,365)
5,145
(54,638)
(201,502)
4,894,405
2,061,395
2,613,683
2,066,063
Office and
other
equipment
2,089,856
104,913
(1,110,209)
68,661
7,970
1,161,191
770,043
1,231,970
(29,095)
253,113
(51,256)
(84,919)
2,089,856
564,123
259,467
14,735
(193,177)
7,097
652,245
483,293
173,396
(26,769)
(5,619)
(38,188)
(21,990)
564,123
508,946
1,525,733
286,750
Construction
in progress
and testing
equipment
1,111,056
1,800,479
(9,167)
(1,056,708)
15,092
1,860,752
566,140
2,235,207
(1,962)
(1,594,807)
(40,372)
(53,150)
1,111,056
-
-
-
-
-
-
-
-
-
-
-
-
-
1,860,752
1,111,056
566,140
Total
14,858,230
2,221,723
(2,587,558)
(86,584)
144,463
14,550,274
12,830,096
4,239,963
(1,014,803)
(3,330)
(591,059)
(602,637)
14,858,230
7,494,490
1,662,745
56,507
(1,302,649)
97,166
8,008,259
7,320,560
1,574,862
(974,598)
(531)
(130,635)
(295,168)
7,494,490
6,542,015
7,363,740
5,509,536

(i) The unamortized deferred revenue of equipment subsidy amounted to $1,415,511 and $2,876,379 as of December 31, 2020 and 2019, respectively.

(Continued)

43

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (ii) The Group lost its control over AIC, resulting in its property, plant and equipment to be derecognized in July 2019. Please refer to note 6(h).

  • (iii) The factory of the Group’s subsidiary in China is expected to be relocated to a new site in 2021, where parts of its property, plant and equipment will be disposed, resulting in the Group to measure the carrying amount by using the recoverable amount and recognized impairment loss of $56,507 under other gains and losses.

  • (iv) The Group provided the aforementioned property, plant and equipment as collateral; please refer to note 8.

  • (k) Right-of-use assets

The Group leases many assets including land, buildings and vehicles. Information about leases for which the Group as a lessee is presented below:

Cost:
Balance on January 1, 2020
Additions
Disposals
Effect of changes in exchange rates
Balance on December 31, 2020
Balance on January 1, 2019
Additions
Disposals
Disposals of subsidiaries
Effect of changes in exchange rates
Balance on December 31, 2019
Depreciation:
Balance on January 1, 2020
Depreciation
Disposals
Effect of changes in exchange rates
Balance on December 31, 2020
Balance on January 1, 2019
Depreciation
Disposals
Disposals of subsidiaries
Effect of changes in exchange rates
Balance on December 31, 2019
Carrying amounts:
Balance on December 31, 2020
Balance on December 31, 2019
Balance on January 1, 2019
Land
$ 402,455
-
-
3,740
$
406,195
$ 435,567
19,896
-
(39,374)
(13,634)
$
402,455
$ 10,627
14,989
-
174
$
25,790
$ -
11,485
-
(464)
(394)
$
10,627
$
380,405
$
391,828
$
435,567
Buildings
1,718,180
53,316
-
2,085
1,773,581
1,729,293
171,597
(45,777)
(103,760)
(33,173)
1,718,180
277,503
315,688
-
3,309
596,500
-
296,287
(1,550)
(10,673)
(6,561)
277,503
1,177,081
1,440,677
1,729,293
Vehicles
17,685
13,740
(906)
184
30,703
9,269
8,723
-
-
(307)
17,685
8,753
12,922
(189)
159
21,645
-
8,932
-
-
(179)
8,753
9,058
8,932
9,269
Other
equipment
3,431
4,159
(2,244)
3
5,349
-
3,464
-
-
(33)
3,431
1,715
3,049
(935)
12
3,841
-
1,736
-
-
(21)
1,715
1,508
1,716
-
Total
2,141,751
71,215
(3,150)
6,012
2,215,828
2,174,129
203,680
(45,777)
(143,134)
(47,147)
2,141,751
298,598
346,648
(1,124)
3,654
647,776
-
318,440
(1,550)
(11,137)
(7,155)
298,598
1,568,052
1,843,153
2,174,129

In July 2019, the Group lost its control over AIC, and derecognized its right-of-use assets; Please refer to note 6(h).

(Continued)

44

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(l) Investment property

Cost or deemed cost:
Balance on January 1, 2020
Additions
Balance on December 31, 2020
Balance on January 1, 2019
Additions
Balance on December 31, 2019
Depreciation and impairment losses:
Balance on January 1, 2020
Depreciation
Balance on December 31, 2020
Balance on January 1, 2019
Depreciation
Balance on December 31, 2019
Carrying amounts:
Balance on December 31, 2020
Balance on December 31, 2019
Balance on January 1, 2019
Fair value:
Balance on December 31, 2020
Balance on December 31, 2019
Balance on January 1, 2019
Land
$ 50,190
-
$
50,190
$ 50,190
-
$
50,190
$ 33,941
-
$
33,941
$ 33,941
-
$
33,941
$
16,249
$
16,249
$
16,249
Buildings and
other
equipment
Total
31,735
81,925
-
-
31,735
81,925
31,735
81,925
-
-
31,735
81,925
13,695
47,636
463
463
14,158
48,099
13,233
47,174
462
462
13,695
47,636
17,577
33,826
18,040
34,289
18,502
34,751
$
93,195
$
92,171
$
80,905
Total
81,925
-
81,925
81,925
-
81,925
47,636
463
48,099
47,174
462
47,636
33,826
34,289
34,751
  • (i) The fair value of the investment property is based on the quotation from parties, which is categorized within Level 3.

  • (ii) Investment property comprises a number of commercial properties which are leased to third parties. Each of the leases contains an initial non-cancellable period between 1 and 2 years. Subsequent renewals are negotiated with the lessee, and no contingent rents are charged. Please refer to note 6(q) for further information.

  • (iii) The Group did not provide any of the aforementioned investment property as collateral.

(Continued)

45

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(m) Intangible assets

The carrying amounts of the intangible assets of the Group for the years ended December 31, 2020 and 2019, were as follows:

Goodwill
Customer
Relationships
Cost or deemed cost:
Balance on January 1, 2020
$ 2,035,095
718,800
Effect of changes in exchange
rate
(9,011)
-
Balance on December 31, 2020$
2,026,084
718,800
Balance on January 1, 2019
$ 2,612,461
1,099,859
Acquisition
-
-
Disposal of subsidiaries
(574,604)
(381,059)
Effect of changes in exchange
rate
(2,762)
-
Balance on December 31, 2019$
2,035,095
718,800
Amortization and impairment
loss:
Balance on January 1, 2020
$ -
429,540
Amortization
-
71,880
Effect of changes in exchange
rate
-
-
Balance on December 31, 2020$
-
501,420
Balance on January 1, 2019
$ -
379,889
Amortization
-
94,108
Disposal of subsidiaries
-
(44,457)
Effect of changes in exchange
rate
-
-
Balance on December 31, 2019$
-
429,540
Carrying amounts:
Balance on December 31, 2020$
2,026,084
217,380
Balance on December 31, 2019$
2,035,095
289,260
Balance on January 1, 2019
$
2,612,461
719,970
Technology
357,271
-
357,271

(i) In 2020 and 2019, the amortizations of intangible assets amounted to $115,656 and $197,333, respectively, recorded as operating expenses.

(ii) The Group lost its control over AIC, resulting in its intangible assets to be derecognized in July 2019. Please refer to note 6(h).

(Continued)

46

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (iii) The Group evaluated the recoverable amounts of its goodwill , which is based on its value-inuse, for impairment testing at each annual reporting date. Value-in-use is based on five years of the estimated future cash flow of the Group, and discounted to their present value using the yearly discount rate, which reflects the risks specific to CGU, by 16.22% and 14.88% for the years ended December 31, 2020 and 2019, respectively. There were no impairment losses of goodwill in 2020 and 2019.

  • (iv) The Group did not provide any of the aforementioned intangible assets as collateral.

(n) Short-term borrowings

The details were as follows:


Unsecured bank loans

Unused credit lines

Annual interest rates
December 31,
2020
$
905,059
$
22,857,597
0.70%~0.95%
December 31,
2019
1,092,126
19,664,255
0.60%~4.02%

Please refer to note 8 for further information on assets provided as collateral.

  • (o) Long-term borrowings
Unsecured bank loans
Less: current portion
Unused credit lines
December 31, 2020
Annual interest
rate
Maturity year
Amount
1.46%~1.67%
2023
$ 755,459
(74,833)
$
680,626
$
2,237,873
Currency Annual interest
rate
USD 1.46%~1.67%
Unsecured bank loans
Secured bank loans
Less: current portion
Unused credit lines
December 31, 2019
Annual interest
rate
Maturity year
Amount
1.35%
2020
$ 27,777
3.05%
2021
150,529
(27,777)
$
150,529
$
451,587
Currency Annual interest
rate
TWD
USD
1.35%
3.05%
  • (i) Please refer to note 9 for the details of the outstanding guarantee notes.

  • (ii) Please refer to note 8 for further information on assets provided as collateral.

(Continued)

47

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(p) Lease liabilities

Current
Non-current
For the maturity analysis, please refer to note6 (aa).
December 31,
2020
$
271,483
$
981,436
December 31,
2019
278,609
1,195,744

The amounts recognized in profit or loss were as follows:

Interest on lease liabilities
Expenses relating to short-term leases and leases of low-value
assets
Covid-19-related rent concessions (recognized as deduction of
rent expenses)
2020
$
59,421
$
115,776
$
1,066
2019
68,286
58,056
-

The amounts recognized in the statement of cash flows for the Group were as follows:

Rental paid in operating activities
Interest on lease liabilities paid in operating activities
Payment made on lease liabilities in financing activities
Total cash outflow for leases
2020
$ (115,776)
(59,421)
(287,843)
$
(463,040)
2019
(58,056)
(68,286)
(249,186)
(375,528)

(i) Real estate leases

The Group leases lands and buildings for its office, staff dormitory, factory facilities and warehouses. The leases typically run for a period of two to fifty years. Some leases require additional rental payments depending on the changes in fair value of the lease assets.

(ii) Other leases

The Group leases vehicles and some of other equipments with lease terms of one to five years.

The Group also leases machineries and some of other equipments with lease terms of one to five years. These leases are short-term or leases of low-value items. The Group decided to apply recognition exemptions, and had elected not to recognize its right-of-use assets and lease liabilities for these leases.

(Continued)

48

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(q) Operating lease

The Group leases out its investment property. The Group has classified these leases as operating leases, because it does not transfer substantially all of the risks and rewards incidental to the ownership of the assets. Please refer to note 6(l) sets out information about the operating leases of investment property.

A maturity analysis of lease payments, showing the undiscounted lease payments to be received after the reporting date, was as follows:

Less than one year
One to five years
Total undiscounted lease payments
December 31,
2020
$ 1,770
774
$
2,544
December 31,
2019
1,553
-
1,553

Rental income from investment property amounted to $1,416 and $1,418 in 2020 and 2019, respectively.

(r) Employee benefits

(i) Defined benefit plans

Reconciliation of defined benefit obligation at present value and plan asset at fair value are as follows:

Present value of defined benefit obligations
Fair value of plan assets
Deficit in the plan
Asset ceiling
Net defined benefit liability (recorded as other non-current
liabilities)
December 31,
2020
$ 150,927
82,982
67,945
-
$
67,945
December 31,
2019
163,560
95,623
67,937
-
67,937

The Group makes defined benefit plan contributions to the pension fund account with Bank of Taiwan that provides pensions for employees upon retirement. The plans (covered by the Labor Standards Law) entitle a retired employee to receive retirement benefits based on years of service and average salary for the six months prior to retirement.

1) Composition of plan assets

The Group allocates pension funds in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund, and such funds are managed by the Bureau of Labor Funds, Ministry of Labor. With regard to the utilization of the funds, minimum earnings shall be no less than the earnings attainable from two-year time deposits with interest rates offered by local banks.

(Continued)

49

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Group’ s Bank of Taiwan labor pension reserve account balance amounted to $82,982 at the end of the reporting period. For information on the utilization of the labor pension fund assets, including the asset allocation and yield of the fund, please refer to the website of the Bureau of Labor Funds, Ministry of Labor.

2)

  • Movements in present value of defined benefit obligations

The movements in present value of defined benefit obligations for the Group for the years ended December 31, 2020 and 2019, were as follows:

Defined benefit obligation at January 1
Benefits paid
Current service costs and interest cost
Remeasurement of net defined liabilities
Defined benefit obligation at December 31
2020
$ 163,560
(22,029)
1,843
7,553
$
150,927
2019
156,919
(995)
1,898
5,738
163,560
  • 3) Movements of defined benefit plan assets

The movements in the present value of the defined benefit plan assets for the Group for the years ended December 31, 2020 and 2019, were as follows:

Fair value of plan assets at January 1
Remeasurement of net defined liabilities
Interest income
Contribution paid
Benefits paid
Fair value of plan assets at December 31
2020
$ 95,623
3,020
751
2,953
(19,365)
$
82,982
2019
89,417
3,592
544
3,065
(995)
95,623
  • 4) Expenses recognized in profit or loss

The expenses recognized in profit or loss for the Group for the years ended December 31, 2020 and 2019, were as follows:

2020 and 2019, were as follows:
Current service costs
Net interest of net liabilities for defined benefit
Expenses
2020
$ 562
531
$
1,093
2019
611
743
1,354

(Continued)

50

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 5) Remeasurements of net defined benefit liability (asset) recognized in other comprehensive income.

The Company’s remeasurement of the net defined benefit liability (asset) recognized in other comprehensive income for the years ended December 31, 2020 and 2019, was as follows:

Balance on January 1
Recognized during the period
Balance on December 31
2020
$ 12,949
4,533
$
17,482
2019
10,803
2,146
12,949
  • 6) Actuarial assumptions

The principal actuarial assumptions at the reporting date were as follows:

Discount rate
Future salary increase rate
December 31,
2020
December 31,
2019
%
0.350
0.800%
%
2.750
3.000%

The expected allocation payment to be made by the Group to the defined benefit plans for the one-year period after the reporting date was $2,848. The weighted-average duration of the defined benefit plans is 10 years.

7) Sensitivity analysis

When computing the present value of the defined benefit obligations, the Group uses judgments and estimations to determine the actuarial assumptions, including discount rates and future salary changes, as of the financial statement date. Any changes in the actuarial assumptions may significantly impact the amount of the defined benefit obligations.

If the actuarial assumptions had changed, the impact on the present value of the defined benefit obligation shall be as follows:

December 31, 2020
Discount rate
Future salary increase rate
December 31, 2019
Discount rate
Future salary increase rate
Influences of defined
benefit obligations
Increased 0.25%
Decreased 0.25%
$ (2,963)
3,053
$ 2,902
(2,831)
$ (3,248)
3,349
$ 3,191
(3,111)

(Continued)

51

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown above. Many assumption changes may affect each other in practice. The method used in the sensitivity analysis is consistent with the calculation of pension liabilities in the balance sheets.

There were no changes in the method and assumptions used in the preparation of the sensitivity analysis for 2020 and 2019.

(ii) Defined contribution plans

The continuing operations allocate 6% of each employee’s monthly wages to the labor pension personal account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. Under these defined contribution plans, the Group contribute a fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligation.

The Company’s foreign subsidiaries have defined contribution plans. These plans are funded in accordance with the regulations of their respective countries. Contributions to these plans are expensed as incurred without additional legal or constructive obligation.

The Group recognized pension costs under the defined contribution method amounting to $306,646 and $458,035 for the years ended December 31, 2020 and 2019, respectively, recorded as operating cost and operating expenses in the statement of comprehensive income.

(s)

Income taxes

(i) The details of the Group’s income tax expenses for the years ended December 31, 2020 and 2019, were as follows:

Current tax expense
Deferred tax expense (benefit)
Income tax expense
2020
$ 496,052
38,118
$
534,170
2019
726,224
(75,242)
650,982

(Continued)

52

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (ii) Reconciliation of income tax expenses and profit before tax for the years ended December 31, 2020 and 2019, were as follows:
Profit before income tax
Income tax calculated based on domestic tax rate of
individual entity of the Group
Overseas investment gains recognized under the equity
method
Non-taxable income
Prior year’s income tax adjustment
Surtax on unappropriated earnings
Investment tax credits accrued
Other
Income tax expense
2020
$ 2,478,437
572,620
(171,988)
(9,267)
101,886
18,052
(115,878)
138,745
$
534,170
2019
2,913,901
975,379
(217,045)
(2,265)
(50,878)
12,974
(118,232)
51,049
650,982
  • (iii) Deferred tax assets and liabilities

  • 1) Unrecognized deferred tax liabilities

The Company is able to control the timing of the reversal of the temporary differences associated with subsidiaries’ earnings. Also, the management considered it probable that the temporary differences will not be reversed in the foreseeable future. Hence, such temporary differences were not recognized under deferred tax liabilities. Details were as follows:

follows:
Aggregate amount of temporary differences related
to investments in subsidiaries
December 31,
2020
$
1,025,729
December 31,
2019
889,807
  • 2) Unrecognized deferred tax assets

Deferred tax assets have not been recognized in respect of the following items:

Deductible temporary differences December 31,
2020
$
160,000
December 31,
2019
164,776

The deductible temporary differences and losses cannot be realized, or there may not be sufficient taxable profit to utilize after the Group’s evaluation. Therefore, they were not recognized as deferred tax assets.

(Continued)

53

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

3) Recognized deferred tax assets and liabilities

Changes in the amount of deferred tax assets and liabilities for the years ended December 31, 2020 and 2019, were as follows:

Deferred tax liabilities:
Balance on January 1, 2020
Recognized in profit or loss
Balance on December 31, 2020
Balance on January 1, 2019
Disposals of subsidiaries
Recognized in profit or loss
Balance on December 31, 2019
Investment
income
recognized
under the equity
method
(overseas)
Unrealized
foreign exchange
gains
Amortization of
appraised value
adjustment of
intangible assets
Amortization of
appraised value
adjustment of
intangible assets
Others Total
444,090
(15,452)
428,638
705,297
(273,288)
12,081
444,090
$ 369,676
(83,326)
$
286,350
$ 321,168
-
48,508
$
369,676
24,955
70,665
95,620
8,105
(724)
17,574
24,955
42,184
(10,483)
31,701
343,096
(272,440)
(28,472)
42,184
7,275
7,692
14,967
32,928
(124)
(25,529)
7,275
Deferred tax assets:
Balance on January 1, 2020
Recognized in profit or loss
Balance on December 31, 2020
Balance on January 1, 2019
Disposals of subsidiaries
Recognized in profit or loss
Balance on December 31, 2019
Bad debt
in excess
of tax limit
Loss
carryforward
Loss
carryforward
Unfunded
pension fund
contribution
Refund
liabilities
Loss on
inventory
valuation
107,202
(2,814)
104,388
118,974
(1,104)
(10,668)
107,202
Deferred
granted
revenue
254,056
(59,797)
Unrealized
revenue
from
disposal of
assets
27,296
(3,090)
24,206
30,386
-
(3,090)
27,296
Others
73,215
3,437
76,652
88,836
(27,497)
11,876
73,215
Total
711,859
(53,570)
$ 39,958
-
$
39,958
$ 47,018
(1,173)
(5,887)
$
39,958
6,525
4,210
15,957
(905)
15,052
16,300
-
(343)
15,957
187,650
5,389
193,039
159,382
-
28,268
187,650
10,735 194,259 658,289
185,717
-
68,339
654,310
(29,774)
87,323
254,056 711,859

(iv) The Company’s income tax returns have been examined by the tax authority through the years to 2018.

(t) Capital and other equity

  • (i) Ordinary shares

As of December 31, 2020 and 2019, the nominal ordinary shares amounted to $5,500,000. Par value of each share is $10 (dollars), which means in total there were 550,000 thousand authorized common shares, of which 450,898 thousand shares and 448,581 thousand shares, respectively, were issued. All issued shares were paid up upon issuance.

(Continued)

54

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Reconciliation of shares outstanding for the years ended December 31, 2020 and 2019, were as follows:

follows:
Balance on January 1
Issuance of restricted stock
Retirement of restricted stock
Balance on December 31
Ordinary shares
(in thousands of shares)
2020
448,581
2,440
(123)
450,898
2019
447,452
1,820
(691)
448,581

(ii) Capital surplus

The balances of capital surplus were as follows:

Additional paid-in capital
Employee stock options
Restricted employee stock options
Long-term investment
December 31,
2020
$ 759,070
259,401
169,540
379,617
$
1,567,628
December 31,
2019
662,230
259,401
193,599
367,815
1,483,045

According to the ROC Company Act, capital surplus can only be used to offset a deficit, and only the realized capital surplus can be used to increase the ordinary shares or be distributed as cash dividends. The aforementioned realized capital surplus includes capital surplus resulting from premium on issuance of capital stock and earnings from donated assets received. According to the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, the capital increase via transferring of the paid-in capital, in excess of par value, should not exceed 10% of the total common stock outstanding.

(iii) Retained earnings

According to the articles of the Company, when allocating the earnings for each year, the Company shall first offset its losses in previous year and set aside a legal capital reserve at 10% of the earing left over, until the accumulated legal capital reserve has equaled the total capital of the Company; then set aside a special capital reserve in accordance with relevant laws, the balance of the earnings shall combined into an aggregate amount of undistributed earnings, which shall become the aggregate distributable earnings to be distributed according to the distribution plan proposed by the board of directors and submitted to the stockholders’ meeting for resolution.

The Company is at the growth stage and considers its future cash demand, long-term financial plans, benefits to stockholders, and balanced dividends. Earnings distribution is made by stock dividend and cash dividend. The cash dividend shall not be less than 10 percent of the total dividends and could be adjusted depending on the Company’s operating condition.

(Continued)

55

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

1) Legal reserve

If the Company experiences profit for the year, the distribution of the statutory earnings reserve, either by new shares or by cash, shall be decided at the stockholders’ meeting, and the distribution amount is limited to the portion of legal reserve which exceeds 25 percent of the paid-in capital.

2) Special reserve

By choosing to apply exemptions granted under IFRS 1 “ First-time Adoption of International Financial Reporting Standards” during the Company’s first-time adoption of the International Financial Reporting Standards endorsed by the FSC, retained earnings increased by $97,300 by recognizing the cumulative translation adjustments (gains) on the adoption date as deemed cost. In accordance with Ruling No. 1010012865 issued by the FSC on April 6, 2012, the increase in retained earnings due to the first-time adoption of IFRSs shall be reclassified as special reserve, and when the relevant asset is used, disposed of, or reclassified, this special reserve, shall be reversed as distributable earnings proportionately. As of December 31, 2020 and 2019, the carrying amount of special reserve both amounted to $97,300.

In accordance with the guidelines of the above Ruling, 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 be equal to the difference between the total net current-period reduction of special earnings reserve resulting from the first-time adoption of IFRSs and the carrying amount of other stockholders’ equity as stated above. Similarly, a portion of undistributed prior-period earnings shall be reclassified as special earnings reserve (which does not qualify for earnings distribution) to account for cumulative changes to other stockholders’ equity pertaining to prior periods due to the first-time adoption of IFRSs. Amounts of subsequent reversals pertaining to the net reduction of other stockholders’ equity shall qualify for additional distributions.

3) Earnings distribution

On June 23, 2020 and June 18, 2019 the stockholders’meeting resolved the distribution of earnings for 2019 and 2018, respectively. The distribution were both NT$2.4 (dollars) per share, which amounted to $1,076,876 and $1,072,341, respectively.

(Continued)

56

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(u) Share-based payment

  • (i) Employee stock options and share-based payment

  • 1) As at December 31, 2020, the Group had share-based payment arrangements as follows:

Employee stocks
ownership plans
September 2017
Grant date September 29, 2017
Exercise price CNY$1.1952
Granted units (thousand) 40,310
Service period 15 years
Vesting period 12 months after
Tymphany Huizhou
listed

The Group measured the fair value of the aforementioned share-based payment. The measurement basis of the fair value was as follows:

Exercise price
Expected time until expiration (years)
Stock price per share
Expected volatility of stock price
Expected dividend rate
Risk-free interest rate
Issnance
of ordinary
shares for
employee stocks
September 2017
CNY$1.1952
0.26
CNY$1.7784
37.53%
-
3.17%

(ii) Restricted stock

  • 1) As of December 31, 2020, the outstanding restricted stock of the Company was as follows:
Grant date
Fair value on grant
date (per share)
Exercise price
Granted units
(thousand shares)
Vesting period
Plan 3 (note 1)
February 13, 2017
September 7, 2017
45.80
72.40
Free grants
Free grants
2,450
550
1~3 years
(note 2)
1~3 years
(note 2)
Plan 4 (note 1)
February 8, 2018
September 13, 2018
76.70
46.85
Free grants
Free grants
1,100
900
1~3 years
(note 2)
1~3 years
(note 2)
Plan 5 (note 1)
Plan 6 (note 1)
November 21, 2019
February 20, 2020
July 30, 2020
64.30
53.20
41.75
Free grants
Free grants
Free grants
1,820
180
2,260
1~3 years
(notes 2 and 4)
1~3 years
(note 2)
1~5 years
(notes 2, 3, 4 and 5)

(Continued)

57

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • Note 1: Plan 3 was resolved by the stockholders’ meeting held on June 20, 2016, and has been registered with and approved by the Securities and Futures Bureau of the FSC. The board of directors’ meeting resolved to issue 2,450 thousand shares and 550 thousand shares on January 23 and August 10, 2017, respectively.

Plan 4 was resolved by the stockholders’ meeting held on May 25, 2017, and has been registered with and approved by the Securities and Futures Bureau of the FSC. The board of directors’ meeting resolved to issue 1,100 thousand shares and 900 thousand shares on January 31 and August 10, 2018, respectively.

Plan 5 was resolved by the stockholders’ meeting held on June 18, 2019, and has been registered with and approved by the Securities and Futures Bureau of the FSC. The board of directors’ meeting resolved to issue 1,820 thousand shares and 180 thousand shares on November 12, 2019 and February 18, 2020, respectively.

Plan 6 was resolved by the stockholders’ meeting held on June 23, 2020, and has been registered with and approved by the Securities and Futures Bureau of the FSC. The board of directors’ meeting resolved to issue 2,260 thousand shares on July 30, 2020.

  • Note 2: If the employees continue to provide service to the Company and meet the prior year’s performance indicator, 30%, 30% and 40% shall be vested in the first year, second year and third year, respectively, after the grant date.

  • Note 3: If the employees continue to provide service to the Company and meet the prior year’s performance indicator, 50% of the restricted stock shall be vested in the first year after the grant date, and the remaining 50% shall be vested in the second year after the grant date.

  • Note 4: If the employees continue to provide service to the Company and meet the prior year’s performance indicator, the restricted stock shall be vested in the first year after the grant date.

  • Note5: If the employees continue to provide service to the Company and meet the prior year’s performance indicator, 15%, 15%, 20%, 20% and 30% shall be vested in the first year, second year, third year, fourth year and fifth year, respectively, after the grant date.

The restricted stock is kept by a trust, which is appointed by the Company, before it is vested. These shares shall not be sold, pledged, transferred, gifted, or, by any other means, disposed of to third parties during the custody period. The voting rights of these shares are executed by the custodian, and the custodian will act based on law and regulations. If the shares remain unvested after the vesting period, the Company will cancel the unvested shares thereafter.

(Continued)

58

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

2) The related information on restricted stock of the Company was as follows:

(Thousand shares)
Outstanding on January 1
Granted during the year
Vesting during the year
Expired during the year
Outstanding on December 31
2020
3,816
2,440
(2,017)
(136)
4,103
2019
3,316
1,820
(1,158)
(162)
3,816

(iii) Expenses attributable to share-based payment were as follows:

Employee stock options
Restricted stock
Total
2020
$ 16,629
117,593
$
134,222
2019
14,128
61,099
75,227

(v) Earnings per share

  • (i) Basic earnings per share

The calculation of basic earnings per share for the years ended December 31, 2020 and 2019, based on the profit attributable to owners of parent of the Company and the weighted-average number of ordinary shares outstanding was as follows:

2020
Profit attributable to owners of parent
$
1,919,265
Weighted-average number of ordinary shares (thousand
shares)
445,829
Basic earnings per share (NT dollars)
$
4.30
Weighted-average number of ordinary shares (thousand shares)
2019
2,134,870
444,465
4.80
Ordinary shares at January 1
Vesting of restricted stock
Ordinary shares at December 31
2020
444,765
1,064
445,829
2019
443,607
858
444,465

(Continued)

59

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) Diluted earnings per share

The calculation of diluted earnings per share for the years ended December 31, 2020 and 2019, based on the profit attributable to owners of parent of the Company and the weighted average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares was as follows:

2020
Profit attributable to owners of parent
$
1,919,265
Weighted-average number of ordinary shares (diluted)
(thousand shares)
449,909
Diluted earnings per share (NT dollars)
$
4.27
Weighted-average number of ordinary shares (diluted) (thousand shares)
2020
Weighted-average number of ordinary shares on December
31 (basic)
445,829
Estimated effect of employee stock bonuses
1,935
Effect of restricted stock
2,145
Weighted-average number of ordinary shares on December
31 (diluted)
449,909
2019
2,134,870
447,663
4.77
2019
444,465
1,462
1,736
447,663
  • (w) Revenue from contracts with customers

  • (i) Disaggregation of revenue

Goods sold
Service rendered
Goods sold
Service rendered
2020
Computer
Peripherals
$ 26,182,559
108,735
$
26,291,294
Non-computer
Peripherals
40,001,770
1,947,875
41,949,645
2019
Total
66,184,329
2,056,610
68,240,939
Non-computer
Peripherals
54,869,147
2,902,189
57,771,336
Total
77,515,323
3,134,285
80,649,608

(Continued)

60

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Mainland China
Europe
America
Other
2020
$ 28,628,366
14,745,306
20,826,899
4,040,368
$
68,240,939
2019
31,841,538
23,267,214
23,186,378
2,354,478
80,649,608

(ii) Contract balances

Notes and accounts receivable
(including related parties)
Less: allowance for impairment
Contract liabilities (classified as other
current liabilities)
December 31,
2020
$ 13,819,185
(42,155)
$
13,777,030
$
226,063
December 31,
2019
19,453,551
(75,725)
19,377,826
133,028
January 1,
2019
16,967,755
(45,467)
16,922,288
106,018

For details on accounts receivable (including related parties) and allowance for impairment, please refer to note 6(e).

The amount of revenue recognized for the years ended December 31, 2020 and 2019 that were included in the contract liability balance at the beginning of the period were $107,344 and $84,909, respectively.

The contract liabilities primarily relate to the advance consideration received from contracts with goods sold, for which revenue is recognized when products are delivered to customers.

(x) Employee’s and directors’ and supervisors’ remuneration

In accordance with the Articles of incorporation, the Company should contribute 2 to 10 percent of the profit as employee remuneration and less than 2 percent as directors’ remuneration when there is profit for the year. However, if the Company has accumulated deficits, the profit should be reserved to offset the deficit. The recipients of shares and cash may include the employees of the Company’s affiliated companies who meet certain conditions.

Details of remuneration to employees and directors for the years ended December 31, 2020 and 2019 were as follows:

Employee remuneration
Directors’ remuneration
2020
$ 72,645
36,323
$
108,968
2019
75,526
37,763
113,289

(Continued)

61

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The estimated amounts mentioned above are calculated based on the net profit before tax, excluding the remuneration to employees, directors and supervisors of each period, multiplied by the percentage of remuneration to employees, directors and supervisors as specified in the Company’s articles. These remunerations were expensed under operating costs or operating expenses during each period. The differences between the amounts distributed and those accrued in the financial statements, if any, are accounted for as changes in accounting estimate and recognized as profit or loss in the distribution year.

The differences between the amounts approved in the directors’ meeting and those recognized in the financial statements for the distributions of earnings for 2019 and 2018 were as follows:

Employee remuneration–Cash
Director’s remuneration
Employee remuneration–Cash
Director’s remuneration
2019
Actual
earnings
distributed
Accrued in
the financial
statement
Difference
$ 75,520
75,526
6
26,430
37,763
11,333
2018
Actual
earnings
distributed
Accrued in
the financial
statement
Difference
$ 64,430
64,439
9
32,200
32,219
19

Except for the difference on the director’s remuneration in 2019, which was due to a voluntary pay cut of directors, the other differences were accounted for as changes in accounting estimates and recognized as profit or loss in the years 2020 and 2019. Information on the remuneration to employees and directors, approved in the board of directors’ meetings, can be accessed in the Market Observation Post System website.

(y) Other income

The details of other income were as follows:

Rent income
Dividend income
Other
2020
$ 9,431
191
3,505
$
13,127
2019
5,798
214
2,948
8,960

(Continued)

62

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(z) Other gains and losses

The details of other gains and losses were as follows:

Net losses on financial assets/liabilities measured at FVTPL
Impairment losses of property, plant and equipment
Losses on disposal of investments
Foreign currency exchange gains, net
Net gains (losses) on disposal of property, plant and equipment
Impairment losses of investments accounted for using equity
method
Other
2020
$ (115,752)
(56,507)
-
589,985
(116,532)
(279,716)
271,133
$
292,611
2019
(6,247)
-
(275,306)
318,195
34,144
-
170,668
241,454
  • (aa) Financial instruments

(i) Credit risk

1) Credit risk exposure

The carrying amount of financial assets represents the maximum amount exposed to credit risk.

2) Concentration of credit risk

For information on the Group's concentration of credit risk, please refer to note 6(ab).

(ii) Liquidity risk

The following table shows the contractual maturities of financial liabilities, including estimated interest payments:

December 31, 2020
Non-derivative financial liabilities:
Short-term borrowings
Notes and accounts payable
Other payables
Salaries payable
Lease liabilities
Refund liabilities
Long-term borrowings
Guarantee deposits
Derivative financial liabilities:
Outflow
Inflow
Carrying
amount
$ 905,059
19,001,057
3,013,224
1,131,626
1,252,919
1,421,407
755,459
12,225
432,171
-
-
$
27,925,147
Contractual
cash flows
905,704
19,001,057
3,013,224
1,131,626
1,569,900
1,421,407
781,146
12,225
-
4,601,941
(4,169,770)
28,268,460
Within 1
year
905,704
19,001,057
3,013,224
1,131,626
314,226
1,421,407
85,851
-
-
4,601,941
(4,169,770)
26,305,266
1~2 years
-
-
-
-
274,753
-
250,101
-
-
-
-
524,854
2~5 years
-
-
-
-
403,365
-
445,194
-
-
-
-
848,559
Over 5
years
-
-
-
-
577,556
-
-
12,225
-
-
-
589,781

(Continued)

63

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

December 31, 2019
Non-derivative financial liabilities:
Short-term borrowings
Notes and accounts payable
Other payables
Salaries payable
Lease liabilities
Refund liabilities
Long-term borrowings
Guarantee deposits
Derivative financial liabilities:
Outflow
Inflow
Carrying
amount
$ 1,092,126
23,744,889
3,983,258
1,522,052
1,474,353
1,552,275
178,306
240,054
207,211
-
-
$
33,994,524
Contractual
cash flows
1,097,788
23,744,889
3,983,258
1,522,052
1,846,922
1,552,275
187,378
240,054
-
807,886
(598,600)
34,383,902
Within 1
year
1,097,788
23,744,889
3,983,258
1,522,052
326,913
1,552,275
32,429
-
-
807,886
(598,600)
32,468,890
1~2 years
-
-
-
-
288,479
-
154,949
-
-
-
-
443,428
2~5 years
-
-
-
-
616,391
-
-
-
-
-
-
616,391
Over 5
years
-
-
-
-
615,139
-
-
240,054
-
-
-
855,193

The Group does not expect that the cash flows included in the maturity analysis could occur significantly earlier or at significantly different amounts.

  • (iii) Currency risk

  • 1) Exposure to foreign currency risk

The Group’s significant exposure to foreign currency risk was as follows:

Financial assets
Monetary items
USD:CNY
USD:HKD
USD:TWD
EUR:CZK
USD:CZK
USD:THB
Financial liabilities
Monetary items
USD:CNY
USD:HKD
USD:TWD
EUR:CZK
USD:THB
December 31, 2020
Foreign
currency
Exchange
rate
TWD
$ 702,844
6.5249 20,036,689
334,958
7.7526
9,548,984
383,595
28.5080 10,935,538
9,948
26.4220
348,783
5,347
21.4820
152,421
18,653
30.0500
531,753
$ 519,840
6.5249 14,819,609
284,168
7.7526
8,101,051
500,374
28.5080 14,299,486
6,624
26.4220
232,256
26,614
30.0500
758,706
December 31, 2020
Foreign
currency
Exchange
rate
TWD
$ 702,844
6.5249 20,036,689
334,958
7.7526
9,548,984
383,595
28.5080 10,935,538
9,948
26.4220
348,783
5,347
21.4820
152,421
18,653
30.0500
531,753
$ 519,840
6.5249 14,819,609
284,168
7.7526
8,101,051
500,374
28.5080 14,299,486
6,624
26.4220
232,256
26,614
30.0500
758,706
December 31, 2019 December 31, 2019
Foreign
currency
$ 702,844
334,958
383,595
9,948
5,347
18,653
$ 519,840
284,168
500,374
6,624
26,614
Exchange
rate
Foreign
currency
850,418
533,753
347,369
15,073
11,589
-
630,146
491,571
455,443
14,511
-
Exchange
rate
TWD
6.9762 25,602,688
7.7878 16,069,164
30.1060 10,457,877
25.4167
508,382
22.6820
348,898
-
-
6.9762 18,971,177
7.7878 14,799,238
30.1060 13,711,557
25.4167
489,427
-
-
6.5249
7.7526
28.5080
26.4220
21.4820
30.0500
6.5249
7.7526
28.5080
26.4220
30.0500





(Continued)

64

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

2) Sensitivity analysis

The Group’s exposure to foreign currency risk arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents, notes and accounts receivable, other receivables, derivative financial instruments, loans and borrowings, notes and accounts payable, and other payables that are denominated in foreign currency. A weakening (strengthening) of 5% of the TWD, CNY, HKD, CZK and THB against the USD as well as CZK against the EUR as of December 31, 2020 and 2019, would have increased or decreased the net profit before tax by $168,895 and $250,781, respectively. The analysis is performed on the same basis for both periods.

Since the Group has many kinds of functional currency, the information on foreign exchange gain (loss) on monetary items is disclosed by total amount. For the years ended December 31, 2020 and 2019, foreign exchange gain (including realized and unrealized portions) amounted to $589,985 and $318,195, respectively.

(iv) Interest rate analysis

Please refer to the note on liquidity risk management and interest rate exposure of the Group’s financial assets and liabilities.

The following sensitivity analysis is based on the exposure to the interest rate risk of nonderivative financial instruments on the reporting date. Regarding assets and liabilities with variable interest rates, the analysis is based on the assumption that the amounts of liabilities outstanding at the reporting date was outstanding throughout the year. The rate of change is expressed as the interest rate increases or decreases by 0.25% 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 or decreased by 0.25%, and assumed all other variables remain constant, the profit before tax would have increased or decreased by $15,507 and decreased or increased by $13,751 for the years ended December 31, 2020 and 2019, respectively. This is mainly due to borrowings and bank savings with variable interest rates.

(Continued)

65

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(v) Fair value

  • 1) Kinds of financial instruments and fair value

The carrying amount and fair value of the Group’ s financial assets and liabilities, including the information on fair value hierarchy were as follows; however, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value, and lease liabilities, disclosure of fair value information is not required:

Financial assets at FVTPL – current
Financial assets at FVOCI –
non-current
Financial assets measured at
amortized cost:
Cash and cash equivalents
Financial assets at amortized cost
-current
Notes and accounts receivable
(including related parties)
Other receivables
Refundable deposits
Total
Financial liabilities at FVTPL –
current
Financial liabilities measured at
amortized cost:
Borrowings
Notes and accounts payable
Other payables
Salaries payable
Lease liabilities
Refund liabilities
Guarantee deposits
Total
December 31, 2020 December 31, 2020 December 31, 2020
Carrying
amounts
$
313,758
$
121,672
$ 6,935,353
855,238
13,777,030
1,349,362
119,092
$
23,036,075
$
432,171
$ 1,660,518
19,001,057
3,013,224
1,131,626
1,252,919
1,421,407
12,225
$
27,492,976
Fair Value
Level 1
-
-
-
Level 2
-
-
-
Level 3
Total
313,758
313,758
121,672
121,672
432,171
432,171

(Continued)

66

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Financial assets at FVTPL – current
Financial assets at FVOCI –
non-current
Financial assets measured at
amortized cost:
Cash and cash equivalents
Notes and accounts receivable
(including related parties)
Other receivables
Refundable deposits
Total
Financial liabilities at FVTPL –
current
Financial liabilities measured at
amortized cost :
Borrowings
Notes and accounts payable
Other payables
Salaries payable
Lease liabilities
Refund liabilities
Guarantee deposits
Total
December 31, 2019 December 31, 2019 December 31, 2019
Carrying
amounts
$
187,016
$
106,535
$ 6,700,510
19,377,826
1,049,016
114,923
$
27,242,275
$
207,211
$ 1,270,432
23,744,889
3,983,258
1,522,052
1,474,353
1,552,275
240,054
$
33,787,313
Fair Value
Level 1
-
-
-
Level 2
-
-
-
Level 3
Total
187,016
187,016
106,535
106,535
207,211
207,211

2) Fair value valuation techniques for financial instruments measured at fair value

If a financial instrument has a quoted price in an active market, the quoted price is used as fair value. The quoted price of a financial instrument obtained from major exchanges and over-the counter markets are the basis used to determine the fair value of a listed company’s stock and the quoted prices in an active market.

A financial instrument is regarded as being quoted in an active market if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency and those prices represent actual and regularly occurring market transactions on an arm’s-length basis. If these conditions can not be reached, then the market is non-active. In general, a market with low trading volume or high bid-ask spreads is an indication of a non-active market.

(Continued)

67

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Group uses the following methods in determining the fair value of its financial instruments without a quoted price in an active market:

  • a) The fair value of derivative instruments is based on quoted prices. When quoted prices are unavailable, the fair value is estimated on the basis of the contract’s spot exchange rate and swap point.

  • b) Financial assets at FVOCI – non-current are investments in domestic or foreign non-listed stock. The estimated fair value is based on the market approach of comparable business and adjusted for the lack of liquidity. When prices are unavailable, the fair value is estimated on the basis of unadjusted prior trade prices.

  • 3) In 2020 and 2019, there were no transfers between Levels.

  • 4) Reconciliation of Level 3 fair values

FVTPL
Balance on January 1
$ (20,195)
Recognized in profit or loss
(115,752)
Recognized in other
comprehensive income
-
Acquisition /disposal
17,534
Balance on December 31 $
(118,413)
2020 FVTPL 2019 Total
130,979
(6,247)
39,927
(78,319)
86,340
FVTPL FVOCI
106,535
-
(13,757)
28,894
121,672
Total FVOCI
35,351
-
39,927
31,257
106,535
  • 5) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement

The fair value measurements of the Group which are categorized within level 3 are classified as financial assets and liabilities at FVTPL – derivative financial instruments and financial assets at FVOCI – equity securities. The quantitative information about significant unobservable inputs was as follows:

Item
Financial assets at
FVOCI – equity
investment without an
active market
Financial assets and
liabilities at FVTPL
Valuation
technique
(note 1)
(note 2)
Significant
unobservable inputs
Inter-relationships
between significant
unobservable inputs
and fair value
(note 1)
(note 1)
(note 2)
(note 2)
  • note 1: The fair value is based on the market value, and it has considered the recent financing activities, comparable business, market and other economic conditions etc., to determine the assumptions. Also, the significant unobservable inputs are marketability discount, but any changes of marketability discount would not result in significant potential financial impact, therefore there is no need to show the quantified information on it.

(Continued)

68

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

note 2: The fair value is based on the quotation of a third party, therefore there is no need to show the sensitivity analysis of unobservable inputs.

  • (ab) Financial risk management

  • (i) Briefings

The Group is exposed to the following risks arising from financial instruments:

  • 1) Credit risk

  • 2) Liquidity risk

  • 3) Market risk

This note presents information on exposure to each of the above risks and on the objectives, policies, and processes for measuring and managing risk. For detailed information, please refer to the related notes on each risk.

(ii) Structure of risk management

The Group’s risk management policies are established to identify and analyze the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Company’s board of directors oversees the management’s monitoring of the Group’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The board of directors is assisted in its oversight role by an internal auditor. The internal auditor undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the board of directors.

(iii) Credit risk

Credit risk is the risk of financial loss to the Group if a customer or a counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group’s cash and cash equivalents; notes and accounts receivables (including related parties), and other receivables; and derivative instruments.

1) Cash and cash equivalents

The Group had deposited $7,534,707 (including restricted deposits) in HSBC Bank and 14 other financial institutions, and $6,483,877 (including restricted deposits) in HSBC Bank and 11 other financial institutions, representing 16% and 12% of total assets, as of December 31, 2020 and 2019, respectively. The Group believes that there is no significant credit risk from the above-mentioned financial institutions.

(Continued)

69

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

2) Notes and accounts receivable

Sales to individual customers constituting over 10% of total revenue for the years ended December 31, 2020 and 2019, totaled 24% and 33%, respectively; also 23% and 34%, respectively, of the ending balance of accounts receivable (including related parties) were accounted for by those customers. In order to reduce credit risk, the Group assesses the financial status of each customer and the possibility of collection of receivables on a regular basis. The above-mentioned customers are profitable and have a good credit record; hence, the Group did not suffer any significant credit loss from those customers during the financial reporting period.

3) Derivative instruments

The Group entered into derivative instrument contracts with reputable and creditworthy financial institutions. The Group believes that the risk that these financial institutions may default on these contracts is relatively low and anticipates no significant credit loss.

(iv) Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’ s approach to managing liquidity is to ensure, as far as possible, that it always has sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.

The Group manages sufficient cash and cash equivalents so as to cope with its operations and mitigate the effects of fluctuations in cash flows. The Group had unused credit line of $25,095,470 and $20,115,842 as of December 31, 2020 and 2019, respectively.

(v) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, and equity prices, will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

1) Currency risk

The Group is exposed to currency risk on sales, purchases, and borrowings that are denominated in a currency other than the respective functional currencies of the Group’s entities, primarily the TWD, USD, HKD, CNY, CZK and THB. These transactions are denominated in USD.

The Group uses forward exchange contracts and foreign exchange swap contracts to hedge its currency risk. The Group makes performance reports and reviews operating strategy regularly, and believes that there is no significant risk because the gains or losses from exchange rate fluctuation will mostly be offset by the hedged item.

(Continued)

70

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 2) Interest rate risk

The Group’s main assets and liabilities with a floating-interest-rate basis are deposits and borrowings. The Group believes that cash flow risk arising from interest rate fluctuation is insignificant.

  • (ac) Capital management

The board’ s policy is to maintain a strong capital base so as to maintain investor, creditor, and market confidence, and to sustain future development of the business. Capital consists of ordinary shares, capital surplus, retained earnings, other equity, and non-controlling interests.

The Group sets its objectives for managing capital to safeguard the capacity to continue to operate, to continue to provide a return to stockholders, to safeguard the interest of related parties, and to maintain an optimal capital structure to reduce the cost of capital.

The Group’s debt ratio as of December 31, 2020 and 2019, were 67% and 73%, respectively.

  • (ad) Changes of liabilities from financing activities

Reconciliation of liabilities arising from financing activities was as follows:

Short-term borrowings
Long-term borrowings
Lease liabilities
Total liabilities from financing activities
Short-term borrowings
Long-term borrowings
Lease liabilities
Total liabilities from financing activities
January 1,
2020
$ 1,092,126
178,306
1,474,353
$
2,744,785
January 1,
2019
$ 1,202,565
306,563
1,684,460
$
3,193,588
Cash flows
(187,067)
577,153
(287,843)
102,243
Cash flows
125,268
88,002
(249,186)
(35,916)
Non-cash
changes
-
-
66,409
66,409
Non-cash
changes
(235,707)
(216,259)
39,079
(412,887)
December
31, 2020
905,059
755,459
1,252,919
2,913,437
December
31, 2019
1,092,126
178,306
1,474,353
2,744,785
  • (ae) Supplementary information of cash flow

  • (i) The Group’s cash flow used in acquisition of property, plant and equipment were $3,089,333 and $3,559,181, respectively, wherein cash payment for payables on equipment and the increase of payables on equipment amounted to $867,610 and $680,782 for the years ended December 31, 2020 and 2019, respectively.

  • (ii) For the year ended December 31, 2020, the Group’s disposal of property, plant and equipment included the written off of the unamortized deferred revenue of equipment subsidy amounted to $767,967.

(Continued)

71

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(7) Related-party transactions:

  • (a) Names and relationship of the related parties

The followings are entities that have had transactions with related party during the periods covered in the consolidated financial statements.

in the consolidated financial statements.
Name Relationship
Specialty Technologies, LLC (Specialty) Substantive related party
De Amertek Corporation, Inc. (DAC) Substantive related party(note)
General Rich International S.A. (GRI) Substantive related party(note)

Note: In July 2019, the Group lost its control over AIC. Hence, AIC was no longer included in the Group’s consolidated financial statements. Therefore, its transactions related to DAC and GRI need not be disclosed thereafter.

  • (b) Significant transactions with related parties

  • (i) Sales

The amounts of significant sales by the Group to related parties and the outstanding balances were as follows:

were as follows:
Other related parties Sales
2020
2019
$
579,656
697,929
Notes and accounts receivable
2020
$
579,656
December 31,
2020
198,189
December 31,
2019
180,471

There were no significant differences in the selling prices between the related parties and other customers. The trading terms offered to other related parties were 90 days and 140 days, and the trading terms to other customers were 45 days to 120 days.

(ii) Purchase

The amounts of purchase by the Group from its related parties and the outstanding balances were as follows:

Other related parties Purchase
2020
2019
$
-
53,128
Notes and accounts payable
December 31,
2020
December 31,
2019
-
-
Notes and accounts payable
December 31,
2020
December 31,
2019
-
-
2020
$
-
December 31,
2019
-

There were no significant differences in the purchasing price between the related parties and other vendors. The payment terms of other related parties and other vendors were 140 days and 30 days to 120 days, respectively.

(Continued)

72

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(c) Key management personnel compensation

Key management personnel compensation comprised:

2020
Short-term employee benefits
$ 179,688
Post-employment benefits
871
Share-based payments
63,910
$
244,469
2019
199,261
3,542
26,655
229,458

Please refer to note 6(u) for information related to share-based payments.

(8) Pledged assets:

The carrying amounts of pledged assets were as follows:

Pledged assets
Other current assets – restricted assets
Other non-current assets – restricted assets
Property, plant and equipment
Pledged to secure December 31,
2020
$
-
$
57,763
$
-
December 31,
2019
1,079
Guarantee letters issued by bank
Guarantee letters issued by bank
Loan collateral
57,757
908,305

(9) Commitments and contingencies:

  • (a) The Group’s unused letters of credit for guarantee of purchasing materials and borrowings were as follows:
December 31,
2020
$
-
December 31,
2019
301,060
  • (b) For the detail of the Group’s guarantee, please refer to note 13.

  • (c) The following are savings accounts provided by the Group to the bank in order for the bank to issue a guarantee letter to customs and Power Supply Bureau as guarantee deposits and power supply guarantee, respectively.

Guarantee letters December 31,
2020
$
63,012
December 31,
2019
175,716
  • (d) Guarantee notes provided as part of agreements with banks to sell accounts receivable and to acquire long-term borrowings were as follows:
long-term borrowings were as follows:
Sales of accounts receivable

Long-term borrowings
December 31,
2020
$
1,232,245
$
3,135,880
December 31,
2019
519,329
400,000

(Continued)

73

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(e) The aggregate unpaid amounts of contracts pertaining to the purchase of equipment were as follows:

roperty, plant and equipment
December 31,
2020
$
877,391
December 31,
2019
1,157,819

(10) Losses Due to Major Disasters: None

(11) Subsequent Events: None

(12) Other:

A summary of employee benefit, depreciation, and amortization expenses by function, is as follows:

By function
By item
2020 2020 2019 2019 2019
Operating
cost
Operating
expenses
Total Operating
cost
Operating
expenses
Total
Employee benefits
Salaries
Labor and health insurance
Pension
Others
Depreciation
Amortization
3,933,778
111,850
179,844
156,236
1,817,110
26,505
3,450,411
175,080
127,895
191,547
192,283
193,275
7,384,189
286,930
307,739
347,783
2,009,393
219,780
5,094,034
131,435
315,243
205,875
1,719,974
11,058
3,835,741
191,893
144,146
215,363
173,328
285,495
8,929,775
323,328
459,389
421,238
1,893,302
296,553

(13) Other disclosures:

  • (a) Information on significant transactions:

The followings were the information on significant transactions required by the Regulations for the Group:

(i) Loans to other parties:

Number Name of
lender
Name of
borrower
Account
name
Related
party
Highest
balance
of financing
to other
parties
during the
period
Ending
balance
Actual
usage
amount
during the
period
Range of
interest
rates during
the period
Purposes of
fund
financing
for the
borrower
Transaction
amount for
business
between two
parties
Reasons
for
short-term
financing
Allowance
for bad
debt
Coll ateral Individual
funding
loan limits
Maximum
limit of
fund
financing
Item Value
1
2
PKS1
Tymphany
Huizhou
The
Company
TYM HK
Other
receivables
Other
receivables
Y
330,101
91,334
293,440
-
293,440
-
0
0
Necessary to
loan to other
parties
-
-
Operating
capital
-
-
- -
-
807,941
1,116,539
807,941
2,233,078

Note 1: After the approval from the Board of directors, the loan provided to an individual entity shall not exceed the net worth of PKS1 in the latest financial statements to its parent company, and also to subsidiaries wherein its parent owns 100%, directly and indirectly, of its voting shares. Also, the criterion for the amount available for financing is the same as that offered to an individual entity mentioned above.

Note 2: Due to the short-term financing need, the loan provided to an individual entity shall not exceed 20% of the net worth of Tymphany Huizhou in its latest financial statements. However, the amount available for financing shall not exceed 40% of the net worth of Tymphany Huizhou in its latest financial statements.

Note 3: The above transactions have been eliminated during the preparation of the consolidated Financial statements.

(Continued)

74

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) Guarantees and endorsements for other parties:

(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) (In Thousands of New Taiwan Dollars)
No. Name of
guarantor
Counter-party of
guarantee and
endorsement
Limitation on
amount of
guarantees
and
endorsements
for a specific
enterprise
Highest
balance for
guarantees
and
endorsements
during
the period
Balance of
guarantees
and
endorsements
as of
reporting
date
Actual
usage
amount
during th
period
Property
e
pledged for
guarantees
and
endorsements
(Amount)
Ratio of
accumulated
amounts of
guarantees
and
endorsements
to net worth
of the latest
financial
statements
Maximum
amount for
guarantees
and
endorsements
Parent
company
endorsements/
guarantees to
third parties
on behalf of
subsidiary
Subsidiary
endorsements/
guarantees
to third parties
on behalf of
parent
company
Endorsements/
guarantees to
third parties
on behalf of
companies in
Mainland
China
Name Relationship
with the
Company
0
1
The
Company
Tymphany
Huizhou
PCH2
TYM UK
The
subsidiary of
Primax HK
and Primax
Tech.
The
subsidiary of
TYM
Acoustic HK
3,986,350
1,674,809
303,300
6,907
285,080
6,795
1,622
6,795
-

-
%
2.15
%
0.12
10,630,267
4,466,157
Y
N
N
N
Y
N

Note 1: The amount of the guarantee to a company shall not exceed 30% of the Company’s net worth in the latest financial statements. The total amount of the guarantee to total company shall not exceed 80% of the Company’s net worth in the latest financial statements.

Note 2: The amount of the guarantee to a company shall not exceed 30% of the Tymphany Huizhou’s net worth in the latest financial statements. The total amount of the guarantee to total company shall not exceed 80% of the Tymphany Huizhou’s net worth in the latest financial statements.

Note 3: The above counter-parties of guarantee and endorsement are subsidiaries included in the consolidated financial statements.

(iii) Securities held as of December 31, 2020 (excluding investment in subsidiaries, associates and joint ventures):

Company
Ending
balance
holding
securities
Security type
and name
Relationship
with company
Account Ending balance Ending balance Ending balance Highest balance
during the year
Highest balance
during the year
Note
Shares/Units
(thousands)
Carrying
value
Percentage of
ownership (%)
Fair
value
Shares/Units
(thousands)
Percentage of
ownership (%)
The
Company
Primax
Tech.
Shares:
Green Rich
Technology Co.,
Ltd.
WK Technology
Fund IV LTD.
Changing
Information
Technology Inc.
Formosoft
International Inc.
Syntronix Corp.
Ricavision
International Inc.
Grove Ventures,
L.P.
Grove Ventures II,
L.P.
Shares:
Echo. Bahn.
WK Global
Investment III Ltd.
-
-
-
-
-
-
-
-
-
-
Financial assets at
FVOCI







Financial assets at
FVOCI
359
161
202
11
7
917
-
-
400
361
-
1,263
6,002
-
49
-
60,722
26,227
3.59
0.38
1.48
0.41
0.02
2.04
2.73
3.25
11.90
1.32
-
1,263
6,002
-
49
-
60,722
26,227
-
27,409
359
161
202
11
7
917
-
-
400
361
3.59
0.38
1.54
0.41
0.02
2.04
2.73
3.82
11.90
1.32
94,263
-
27,409
27,409

(Continued)

75

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(iv) Individual securities acquired or disposed of with accumulated amount exceeding the lower of TWD$300 million or 20% of the Company’s paid-in capital:

Name of
company
Security
type and
name
Account counter-
party
Relationship
with the
company
(
Beginning Balance Beginning Balance Purchases Purchases Sales Sales Sales Sales Ending Balance Ending Balance
Shares
thousands)
Amount Shares
(thousands)
Amount Shares
(thousands)
Price Cost Gain (loss)
on disposal
Shares
(thousands)
Amount
PCH2
PCQ1
PKS1
The Company
Tymphany
Huizhou
TYM Acoustic
HK
Money
market fund
of RMB
Money
market fund
of RMB
Money
market fund
of RMB
Primax
Singapore
TYM
Acoustic
HK
TYTH
Financial
assets at
FVTPL


Investment
accounted for
using equity
method

Initial
Offerings




None


Subsidiary

-
-
-
10,100
185,536
1,500
-
-
-
286,269
1,190,387
55,387
-
-
-
10,000
232,554
3,150
1,196,216
550,056
69,440
301,000
903,000
395,865
-
-
-
-
-
-
1,192,438
548,937
69,726
-
-
-
1,190,757
548,258
69,445
-
-
-
(3,778)
(note 2)
(1,119)
(note 2)
286
(note 2)
-
-
-
-
-
-
20,100
418,090
4,650
-
-
-
451,425
(note 1
2,402,172
(note 1
427,843
(note 1
  • Note 1: The difference between amounts of ending balance and purchasing price is recognized as profit or loss accounted for using equity method and exchange differences on translation.

  • Note 2: Gains on disposal include valuation and exchange differences on translation.

  • (v) Acquisition of individual real estate with amount exceeding the lower of TWD$300 million or 20% of the Company’s issued capital: None

  • (vi) Disposal of individual real estate with amount exceeding the lower of TWD$300 million or 20% of the Company’s issued capital: None

  • (vii) Related-party transactions for purchases and sales with amounts exceeding the lower of TWD$100 million or 20% of the Company’s issued capital:

Name of
company
Related
party
Nature of
relationship
Transaction details Transaction details Transaction details Transactions wit
from
h terms different
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




PCH2
PKS1
PCQ1
Primax
Thailand
Polaris
PCH2
PKS1
PCQ1
Polaris
Primax
Thailand
The Company



The subsidiary of
Primax HK


The subsidiary of
Primax Tech.
The subsidiary of
Primax Singapore.
The parent of
Primax Cayman


The parent of
Primax Singapore.
The parent of
Primax Tech.
Purchase
Purchase
Purchase
(Sale)
Purchase
(Sale)
(Sale)
(Sale)
(Sale)
Purchase
22,349,010
2,230,988
7,476,859
(3,429,061)
613,050
(22,349,010)
(2,230,988)
(7,476,859)
(613,050)
3,429,061
%
68
%
7
%
23
%
(10)
%
2
%
(84)
%
(100)
%
(78)
%
(92)
%
100
60 days


90 days
60 days




90 days
Price agreed by
both side








The same as
general purchasing


The same as
general selling
The same as
general purchasing
The same as
general selling



The same as
general purchasing
(7,583,716)
(1,360,975)
(2,803,152)
380,107
(171,117)
7,583,716
1,360,975
2,803,152
171,117
(380,107)
(65)%
(12)%
(24)%
5%
(1)%
86%
100%
86%
95%
(100)%
note 1
note 1
note 2
note 1



note 1
note 2
note 1

(Continued)

76

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Name of
company
Related
party
Nature of
relationship
Transaction details Transaction details Transaction details Transactions wit
from
h terms different
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)
Tymphany
Huizhou


Tymphany
Dongguan



TYDC


TYM Acoustic
HK


TYM Acoustic
Europe
TYM HK








TYM Acoustic
TYML
TYM HK
TYM Acoustic
HK
Tymphany
Dongguan
TYM HK

Tymphany
Huizhou
TYDC
TYM HK
Tymphany
Dongguan
TYM Acoustic
HK
TYM Acoustic
Europe
Tymphany
Huizhou
TYDC
TYM Acoustic
HK
Tymphany
Huizhou
Tymphany
Dongguan

TYDC
TYM Acoustic
TYML
TYTH

Specialty
TYM HK
The subsidiary of
TYM Acoustic HK
Subsidiary

The subsidiary of
TYM Acoustic HK

Parent
Subsidiary
The subsidiary of
TYM Acoustic HK
Parent
The subsidiary of
Tymphany
Huizhou
Subsidiary
Parent
The subsidiary of
Tymphany
Huizhou
Parent
The parent of
TYM Acoustic HK
The subsidiary of
Tymphany
Huizhou

The subsidiary of
Tymphany
Dongguan
The subsidiary of
TYM Acoustic HK
Subsidiary
The subsidiary of
TYM Acoustic HK

Other related party
The subsidiary of
TYM Acoustic HK
Parent
(Sale)
(Sale)
Purchase
Purchase
(Sale)
(Sale)
(Sale)
(Sale)
Purchase
(Sale)
Purchase
Purchase
Purchase
(Sale)
Purchase
Purchase
(Sale)
Purchase
Purchase
(Sale)
Purchase
(Sale)
(Sale)
(Sale)
Purchase
(4,846,055)
(128,122)
136,680
519,874
(14,670,226)
(136,680)
(102,767)
(2,361,105)
102,767
(311,369)
1,521,567
128,122
311,369
(1,521,567)
4,846,055
14,670,226
(519,874)
2,361,105
144,552
(3,775,613)
555,462
(140,764)
(579,656)
(144,552)
3,775,613
%
(73)
%
(2)
%
2
%
3
%
(97)
%
(1)
%
(1)
%
(88)
%
4
%
(12)
%
69
%
6
%
14
%
(87)
%
20
%
62
%
(2)
%
10
%
1
%
(15)
%
2
%
(1)
%
(2)
%
(15)
%
100
60 days









90 days
60 days

90 days
60 days




90 days
60 days

90 days
60 days
90 days
Price agreed by
both side























The same as
general selling

The same as
general purchasing

The same as
general selling



The same as
general purchasing
The same as
general selling
The same as
general purchasing


The same as
general selling
The same as
general purchasing

The same as
general selling
The same as
general purchasing

The same as
general selling
The same as
general purchasing
The same as
general selling


The same as
general purchasing
1,918,374
20,183
(72,326)
(209,815)
3,807,364
72,326
40,214
415,132
(40,214)
220,349
(289,275)
(20,183)
(220,349)
289,275
(1,918,374)
(3,807,364)
209,815
(415,132)
(106,040)
218,130
(185,654)
53,068
198,189
106,040
(218,130)
91%
1%
(4)%
(4)%
96%
2%
1%
65%
(6)%
35%
(47)%
(3)%
(36)%
72%
(30)%
(59)%
4%
(6)%
(2)%
4%
(3)%
1%
4%
83%
(100)%






















note 1

(Continued)

77

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Name of
company
Related
party
Nature of
relationship
Transaction details Transaction details Transaction details Transaction details Transactions wit
from
h terms different
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)
TYTH
TYM HK
The subsidiary of
TYM Acoustic HK
Purchase
(Sale)
140,764
(555,462)
%
25
%
(100)
60 days
Price agreed by
both side
The same as
general purchasing
The same as
general selling
(53,068)
185,654
(15)%
100%

Note 1: Related transactions have been eliminated during the preparation of the consolidated financial statements.

Note2: The Company’s accounts payable to PKS1 amounting to $293,440 was overdued from its normal payment term. Therefore, these accounts payables was transferred to other payable.

(viii) Receivables from related parties with amounts exceeding the lower of TWD$100 million or 20% of the Company’s paid-in capital:

Name of
company
Counter-party Nature of
relationship
Ending
balance
Turnover
rate
Overdue Amounts received
in subsequent
period (note 1)
Allowance
for bad debts
Amount Action taken
The Company


PCH2


PKS

PCQ
Primax
Thailand
Tymphany
Huizhou
Tymphany
Dongguan

TYDC

TYM Acoustic
Europe
TYM HK


Polaris
PCH2

The Company
Tymphany
Dongguan
Primax Thailand
The Company



TYM HK



TYM Acoustic HK

Tymphany
Dongguan

TYDC
The subsidiary of
Primax Tech.
The subsidiary of
Primax HK.

The parent of Primax
Cayman
The subsidiary of
Tymphany Huizhou
The subsidiary of
Primax Singapore
The parent of Primax
Cayman


The parent of Primax
Singapore
The subsidiary of
TYM Acoustic HK



The subsidiary of
Tymphany Huizhou
Parent
The subsidiary of
Tymphany Huizhou

The subsidiary of
Tymphany Dongguan
380,107
(note 5)
153,639
(note 2) (note 5)
20,678
(note 5)
7,583,716
(note 5)
234,673
(note 5)
216,172
(note 5)
1,067,535
(note 5)
293,440
(note 5)
2,803,152
(note 5)
171,117
(note 5)
1,918,374
(note 5)
3,807,364
(note 5)
199,141
(note 5)
415,132
(note 5)
220,349
(note 5)
289,275
(note 5)
209,815
(note 5)
2,393,582
(note 5)
826
(note 5)
115,227
(note 5)
9.64
3.41
(note 3)
3.08
(note 3)

1.95
(note 4)
2.61
7.17
1.66
2.65
(note 3)
2.13
2.82
3.35
3.89
(note 3)
107.67
(note 3)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
380,107
39,194
15,739
5,841,436
75,221
46,329
176,945
293,440
1,556,747
171,117
886,402
3,519,439
77,586
175,579
132,879
160,672
57,189
683,074
-
115,227
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

(Continued)

78

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Name of
company
Counter-party Nature of
relationship
Ending
balance
Turnover
rate
Overdue Overdue Amounts received
in subsequent
period (note 1)
Allowance
for bad debts
Amount Action taken
TYM HK

TYM Acoustic
TYTH
TYML
Specialty
TYM HK
Subsidiary
Other related party
The subsidiary of
TYM Acoustic HK
218,130
(note 5)
198,189
(note 5)
106,040
(note 5)
185,654
(note 5)
3.08
3.06
1.00
5.98
-
-
-
-
-
-
-
212,395
84,772
105,009
185,654
-
-
-
-

Note 1: Amounts collected as of February 19, 2021.

Note 2: The Company sells semi-finished products to its subsidiaries for processing and production. The finished products are then repurchased back by the Company and sold to the customers. The amount of semi-finished products sold in the year ended December 31, 2020 was $629,006, which was written off with related cost of goods sold, and not regarded as sales for the Company.

Note 3: The receivables arise from service rendering for intercompany or material purchasing on behalf of intercompany or related parties. Note 4: The other receivables arise from intercompany loans.

Note 5: Related transactions have been eliminated during the preparation of the consolidated financial statements.

  • (ix) Trading in derivative instruments: Please refer to note 6(b).

  • (x) Business relationships and significant intercompany transactions:

No Name of
company
Name of
counter-party
Nature of
relationship
Intercompany transactions Intercompany transactions
Account
name
Amount Trading terms Percentage of
consolidated total
operating revenues
or total assets
0












1

The Company












PCH2

PCH2



PKS1


PCQ1

Polaris

Primax
Thailand

Tymphany
Dongguan

Primax
Thailand
The subsidiary of
Primax HK








The subsidiary of
Primax Tech.

The subsidiary of
Primax Singapore

The subsidiary of
Tymphany
Huizhou

The subsidiary of
Primax Singapore
Purchase
Accounts
Payable
Accounts
Receivable
Other
Receivable
Purchase
Accounts
Payable
Other
payables
Purchase
Accounts
payable
Sale
Accounts
receivable
Purchase
Accounts
Payable
Service
revenue
Other
Receivable
22,349,010
7,583,716
153,639
20,678
2,230,988
1,067,535
293,440
7,476,859
2,803,152
3,429,061
380,107
613,050
171,117
486,840
234,673
216,172
Price agreed by both
sides
60 days

(Note 2)
Price agreed by both
sides
60 days
(Note 3)
Price agreed by both
sides
60 days
Price agreed by both
sides
90 days
Price agreed by both
sides
60 days
Price agreed by both
sides
(Note 2)
%
32.75
%
16.03
%
0.32
%
0.04
%
3.27
%
2.26
%
0.62
%
10.96
%
5.93
%
5.02
%
0.80
%
0.90
%
0.36
%
0.71
%
0.50
%
0.46

(Continued)

79

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

No Name of
company
Name of
counter-party
Nature of
relationship
Intercompany transactions Intercompany transactions
Account
name
Amount Trading terms Percentage of
consolidated total
operating revenues
or total assets
2



3





4



5

6






Tymphany
Huizhou



Tymphany
Dongguan





TYDC



TYM Acoustic
HK

TYM HK






TYM HK

TYM Acoustic
HK
Tymphany
Dongguan
TYM HK




TYDC
TYM HK

TYM Acoustic
HK

TYM Acoustic
Europe

Tymphany
Dongguan
TYDC

TYM Acoustic


TYML
The subsidiary of
TYM Acoustic
HK

Subsidiary

The subsidiary of
TYM Acoustic
HK




Subsidiary
The subsidiary of
TYM Acoustic
HK

The subsidiary of
Tymphany
Huizhou

Subsidiary

The subsidiary of
Tymphany
Huizhou
The subsidiary of
Tymphany
Dongguan

The subsidiary of
TYM Acoustic
HK


Subsidiary
Sale
Accounts
Receivable
Sale
Purchase

Accounts
Payable
Sale
Accounts
Receivable
Other
Receivable
Sale
Sale
Accounts
Receivable
Sale
Accounts
Receivable
Purchase
Accounts
Payable
Other
Receivable
Accounts
Receivable
Other
Receivable
Purchase
Accounts
Payable
Service
Expense
Sale
Accounts
Receivable
4,846,055
1,918,374
128,122
136,680
519,874
209,815
14,670,226
3,807,364
199,141
102,767
2,361,105
415,132
311,369
220,349
1,521,567
289,275
2,393,582
826
115,227
144,552
106,040
842,005
3,775,613
218,130
Price agreed by both
sides
60 days
Price agreed by both
sides


60 days
Price agreed by both
sides
60 days
(Note 2)
Price agreed by both
sides

60 days
Price agreed by both
sides
60 days
Price agreed by both
sides
90 days
(Note 2)
60 days
(Note 2)
Price agreed by both
sides
60 days
Price agreed by both
sides

90 days
%
7.10
%
4.06
%
0.19
%
0.20
%
0.76
%
0.44
%
21.50
%
8.05
%
0.42
%
0.15
%
3.46
%
0.88
%
0.46
%
0.47
%
2.23
%
0.61
%
5.06
%
-
%
0.24
%
0.21
%
0.22
%
1.23
%
5.53
%
0.46

(Continued)

80

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

No Name of
company
Name of
counter-party
Nature of
relationship
Intercompany transactions Intercompany transactions Intercompany transactions Intercompany transactions
Account
name
Amount Trading terms Percentage of
consolidated total
operating revenues
or total assets
6


7
TYM HK


TYP
TYTH


TYM HK
The subsidiary of
TYM Acoustic
HK








Sale
Purchase
Accounts
Payable
Service
Revenue
140,764
555,462
185,654
114,117
Price agreed by both
sides

60 days
Price agreed by both
sides
%
0.21
%
0.81
%
0.39
%
0.17

Note 1: Disclosure of the amounts exceeding of NT$100 million. Note 2: The receivables arises from service rendering for intercopmany or material purchasing on behalf of intercompany or related party. Note 3: The other receivables arise from intercompany loans.

Note 4: Related transactions have been eliminated during the preparation of the consolidated financial statements.

(b) Information on investees:

The following is the information on investees for the year ended December 31, 2020 (excluding information on investees in Mainland China):

Name of
investor
Name of
investee
Location Main
businesses
and products
Original i
amo
nvestment
unt
Balance as o
December 31, 2
Balance as o
December 31, 2
f
020
Highest balance during the
year
Highest balance during the
year
Net income
(losses)
of investee
Share of
profits/losses
of investee
Note
December 31,
2020
December 31,
2019

Shares
(thousands)
Percentage
of ownership
Carrying
value
Shares
(thousands)
Percentage
of ownership
The
Company






Primax
Cayman
Primax
Tech.
Destiny BVI.
Destiny
Japan
Diamond
Gratus Tech.
Primax AE
Primax
Singapore
Total
Cayman Islands
Cayman Islands
Virgin Island
Japan
Cayman Islands
USA
Cayman Islands
Singapore
Holding company
Holding company
Holding company
Market development
and customer service
Holding company
Market development
and customer service
Holding company
Holding company
2,540,588
897,421
30,939
7,032
3,889,798
9,330
1,431,540
619,150
9,425,798
2,540,588
897,421
30,939
7,032
3,889,798
9,330
1,431,540
318,150
9,124,798
8,147,636
285,067
1,050
0.50
129,050
300
48,200
20,100
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
6,422,749
2,497,936
(2,996)
18,197
5,469,479
12,329
596,460
451,425
15,465,579
8,147,636
285,067
1,050
0.5
129,050
300
48,200
20,100
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
356,383
108,648
3,067
361
54,514
1,125
(364,325)
(105,955)
425,429
145,801
3,067
361
53,747
1,125
(364,325)
(114,387)
150,818
53,818
Primax
Singapore
Primax
Thailand
Thailand Manufacture and sale
of computer peripherals
devices and software
588,291 302,126 600 99.99 456,888 600 99.99 (105,889) (105,889)
Primax
Cayman
Primax HK Hong Kong Holding company and
customer service
2,375,164 2,375,164 602,817 100.00 6,449,850 602,817 100.00 356,963 356,963
Primax
Tech.
Polaris USA Sale of multi-function
printers and computer
peripheral devices
52,680 52,680 1,600 100.00 383,940 1,600 100.00 7,207 7,207
Diamond TWEL Cayman Islands Holding company 4,083,950 4,083,950 192,251 100.00 5,568,549 192,251 100.00 129,052 55,243
Primax AE AIC Cayman Islands Holding company 1,356,995 1,356,995 30 37.00 536,303 30 37.00 (175,361) (84,179)
Tymphany
Huizhou
TYM
Acoustic HK
Hong Kong Research and
development, design,
and sale of audio
accessories, amplifiers
and their components
and holding company
1,592,954 689,954 418,090 100.00 2,402,172 418,090 100.00 371,365 371,365

(Continued)

81

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Name of
investor
Name of
investee
Location Main
businesses
and products
Original investment
amount
Original investment
amount
Balance as of
December 31, 2020
Balance as of
December 31, 2020
Balance as of
December 31, 2020
Highest balance during the
year
Highest balance during the
year
Net income
(losses)
of investee
Share of
profits/losses
of investee
Note
December 31,
2020
December 31,
2019
Shares
(thousands)
Percentage
of ownership
Carrying
value
Shares
(thousands)
Percentage
of ownership
TYM
Acoustic
HK




TYM HK
TYP
TYM UK
TYM
Acoustic
Europe
TYM
Acoustic
TYTH
Hong Kong

s
a
a
USA

a
a
c
United Kingdom

d
a
a
c
Czech

a
a
c
Taiwan

d
a
a
a
Thailand

o
a
c
Holding company and
ale of audio
ccessories, amplifiers
nd their components
Market development
nd customer service of
mplifiers and their
omponents
Research and
evelopment, design of
udio accessories,
mplifiers and their
omponents
Manufacture, install
nd repair of audio
ccessories and their
omponents
Research and
evelopment, design,
nd sale of audio
ccessories, amplifiers
nd their components
Manufacture and sales
f audio accessories,
mplifiers and their
omponents
76,280
(note 1)
15
(note 1)
15,631
653,796
48,318
455,877
76,280
(note 1)
15
(note 1)
15,631
653,796
48,318
60,012
144,395
0.50
400
187,800
5,000
4,650
100.00
100.00
100.00
100.00
100.00
99.99
1,359,063
15,780
23,195
771,206
118,355
427,843
144,395
0.5
400
187,800
5,000
4,650
100.00
100.00
100.00
100.00
100.00
99.99
299,510
2,022
2,500
27,444
48,320
(17,206)
299,510
2,022
2,500
27,444
48,320
(17,206)
TYM HK TYML USA

a
a
Sales of audio
ccessories, amplifiers
nd their components
6,628 6,628 200 100.00 9,684 200 100.00 406 406

Note 1: The amount is the initial investment costs from the original stockholders prior to the acquisition of the Company through Diamond. Note 2: Related investments (except for AIC) have been eliminated during the preparation of the consolidated financial statements.

(c) Information on investment in Mainland China:

(i) The names of investees in Mainland China, the main businesses and products, and other information:

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, 2020
(note 2)
Investme nt flows Accumulated
outflow of
investment from
Taiwan as of
December 31,
2020
(note 2)
Net
income
(losses)
of the
investee
Percentage
of
ownership
Highest
Percentage of
ownership
during the
year
Investment
income
(losses)
Book value Accumulated
remittance of
earnings in
current period
Outflow Inflow
PCH2










Destiny
Beijing





PKS1



Manufacture of
multifunctional
peripherals,
computer mice,
mobile phone
accessories,
consumer
electronics
products, and
shredders
Research and
development of
computer
peripheral devices
and software
Manufacture of
computer,
peripherals and
keyboards
1,948,353
38,596
853,119
Indirect
investment
through Primax
Cayman and
Primax Tech.

Indirect
investment
through
Destiny BVI.

Indirect
investment
through Primax
Cayman
1,652,504
31,611
662,332
-
-
-
-
-
-
1,566,806
29,933
627,176
320,684
3,067
(18,813)
100%
100%
100%
100%
100%
100%
320,684
3,067
(18,813)
6,132,213
(3,000)
807,941
-
-
-

(Continued)

82

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

==> picture [500 x 178] intentionally omitted <==

----- Start of picture text -----

Accumulated
Accumulated outflow of
outflow of Investment flows investment from Net Highest
businessesMain amountTotal Method investment fromTaiwan as of December 31,Taiwan as of income(losses) Percentage Percentage ofownership Investment Accumulatedremittance of
Name of and of paid-in of January 1, 2020 2020 of the of during the income earnings in
investee products capital investment (note 2) Outflow Inflow (note 2) investee ownership year (losses) Book value current period
PCQ1 Manufacture of 833,752 Indirect 602,120 - - 570,160 158,604 100% 100% 158,604 1,532,069 -
investment
computer,
through Primax
peripherals and Cayman
keyboards
Tymphany Research and 1,782,899 Indirect 3,883,674 - - 3,677,532 190,941 71.43% 71.43% 136,393 3,987,838 -
Huizhou development, investment
through
design, and sale of Diamond
audio accessories,
amplifiers and their
components
Tymphany 〃 142,540 〃 15,053 - - 14,254 65,040 71.43% 71.43% 181,934 539,298 -
Dongguan
TYDC 〃 87,382 〃 - - - - (5,520) 71.43% 71.43% (3,943) 150,848 -
----- End of picture text -----

Note 1: The above information on the exchange rate is as follows: HKD:TWD3.6772 ; USD:TWD 28.5080; CNY:TWD 4.3691.

Note 2: The differences between the accumulated out flow of investments and paid in capital was derived from the currency exchange on translation, capital increase from retained earning and working capital.

Note 3: Related investments have been eliminated during the preparation of the consolidated financial statements.

  • (ii) Limitation on investment in Mainland China:
Name of
Company
Accumulated Investment in
Mainland China as of
December 31, 2020
Investment Amounts
Authorized by Investment
Commission, MOEA
Upper Limit on Investment
The Company 6,907,076 8,084,807 None(note)

Note: The Company has received the Certificate issued by the Industrial Development Bureau, Ministry of Economic Affairs, allowing it to start the operating of its headquarters.

The above investment income (losses) in mainland China, except for PCH2, Destiny Beijing, PKS1 and PCQ1 which were based on financial statements audited by the Company’s auditors, others were based on the audited results of other auditors.

  • (iii) Significant transactions:

The significant inter-company transactions with the subsidiaries in Mainland China, which were eliminated in the preparation of the consolidated financial statements for the year ended December 31, 2020, are disclosed in “ Information on significant transactions”, and “Business relationships and significant intercompany transactions”.

  • (d) Major shareholders:
Shareholding
Shareholder’s Name
Shares Percentage
ALPINE ASIA INVESTMENTS LIMITED 25,751,062 %
5.71

(Continued)

83

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(14) Segment information:

  • (a) General information

The Group’ s reported segments are the divisions for computer peripherals and non-computer peripherals. The division for computer peripherals specializes in the manufacture and sale of computer mice, keyboards, track pads, etc. The division for non-computer peripherals specializes in the manufacture and sale of digital camera modules, mobile phone accessories, multi-function printers, scanners, shredders, amplifiers, speakers and audio systems, etc.

The Group’s reported segments consist of strategic business units which provide essentially different products and services. These units have to be separately managed as a result of the different technology and marketing strategies. Most of the business units were acquired, and the original management teams are still operating.

The Group’s segment financial information was as follows:

Revenue
External revenue
Intra-group revenue
Total segment revenue
Profit before tax from segments reported
Revenue
External revenue
Intra-group revenue
Total segment revenue
Profit before tax from segments reported
2020
Computer
Peripherals
$ 26,291,294
-
$
26,291,294
$
1,845,136
Non-computer
Peripherals
41,949,645
-
41,949,645
633,301
2019
Total
68,240,939
-
68,240,939
2,478,437
Non-computer
Peripherals
57,771,336
-
57,771,336
1,674,786
Total
80,649,608
-
80,649,608
2,913,901

(Continued)

84

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(b) Geographic information

In presenting information on the basis of geography, revenue is based on the geographical location of customers, and non-current assets are based on the geographical location of the assets. Details were as follows:

Geographic Information
Revenues from external customers:
China
Europe
America
Other
Total
Non-current assets:
China
Taiwan
Thailand
Other
Total
2020
$ 28,628,366
14,745,306
20,826,899
4,040,368
$
68,240,939
December 31,
2020
$ 6,539,225
884,135
771,159
2,486,804
$
10,681,323
2019
31,841,538
23,267,214
23,186,378
2,354,478
80,649,608
December 31,
2019
8,167,871
991,945
195,413
2,549,196
11,904,425
  • (c) Major customer information
A company-Non-computer Peripherals
B company-Computer Peripherals
-Non-computer Peripherals
2020
$
7,153,172
$ 4,207,500
5,071,853
$
9,279,353
2019
11,543,557
4,004,316
10,781,589
14,785,905