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Primax Audit Report / Information 2021

Dec 20, 2021

52436_rns_2021-12-20_a8646bbb-cde6-4002-8cd7-47472cfe74c9.pdf

Audit Report / Information

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1

Stock Code:4915

PRIMAX ELECTRONICS LTD.

Parent Company Only Financial Statements

With Independent Auditors’ Report For the Years Ended December 31, 2021 and 2020

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

The independent auditors’ report and the accompanying parent company only 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 parent company only financial statements, the Chinese version shall prevail.

2

Table of contents

Contents
1. Cover Page
2. Table of Contents
3. Independent Auditors’ Report
4. Balance Sheets
5. Statements of Comprehensive Income
6. Statements of Changes in Equity
7. Statements of Cash Flows
8. Notes to the Parent Company Only Financial Statements
(1)
Company history
(2)
Approval date and procedures of the parent company only 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
(14) Segment information
9. Statement of major accounting items
Page
1
2
3
4
5
6
7
8
8
8~10
10~26
26~27
27~58
59~62
62
62~63
63
63
63~64
64~69
70~71
71~72
72
73~84

3

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==> picture [169 x 19] intentionally omitted <==

KPMG

台北市110615信義路5段7號68樓(台北101大樓) 電 話 Tel + 886 2 8101 6666 68F., TAIPEI 101 TOWER, No. 7, Sec. 5, 傳 真 Fax + 886 2 8101 6667 Xinyi Road, Taipei City 110615, Taiwan (R.O.C.) 網 址 Web home.kpmg/tw

Independent Auditors’ Report

To the board of directors of PRIMAX ELECTRONICS LTD.:

Opinion

We have audited the parent company only financial statements of PRIMAX ELECTRONICS LTD.(“ the Company” ), which comprise the balance sheets as of December 31, 2021 and 2020, the statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2021 and 2020, and notes to the parent company only 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 parent company only financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2021 and 2020, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and 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 Parent Company Only Financial Statements section of our report. We are independent of the Company 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 investments accounted for using equity method. Those financial statements were audited by other auditors, and our opinion, insofar as it relates to the amounts included for those investments, is based solely on the reports of the other auditors. The Company’s investment in these companies constituting 13% and 14% of the total assets, as of December 31, 2021 and 2020, respectively. The related share of profit of subsidiaries and associates accounted for using the equity method amounted constituting 12% and 3% of the profit after tax, for the years ended December 31, 2021 and 2020, respectively.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements of the current period. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, 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:

KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.

3-1

1. Evaluation of inventories

Please refer to note 4(g) “Inventories”, note 5 “Significant accounting assumptions and judgments, and major sources of estimation uncertainty”, and note 6(e) “Inventories” of the financial statements.

Description of key audit matter:

Inventories of the Company are measured at the lower of cost and net realizable value. Due to the fast hightech revolution, as well as the advancement of production technologies that may lead the 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, the 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 Company; 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.

  1. Investments accounted for using equity method

Please refer to note 4(h) “Investments in subsidiaries”, and note 5 “Significant accounting assumptions and judgments, and major sources of estimation uncertainty” of the financial statements.

Description of key audit matter:

Based on the scope and nature of their businesses of the Company’s subsidiaries accounted for using equity method, the net realizable value of inventories in certain subsidiaries required the managements to make subjective judgments, which is the major source of estimation uncertainty and may influence the outcome of their operations. Therefore, the valuation of inventories of the subsidiaries accounted for using equity method is one of the key audit matters for our audit.

In 2014, the Company acquired Tymphany Worldwide Enterprises Ltd. through its subsidiary, Diamond (Cayman) Holdings Ltd., the transaction resulted in the Company to recognize its goodwill, technologies, and customer relations, as intangible assets. In addition, the Company recognized its loss of control over ALT International Co., Ltd (Cayman) in 2019 as repurchase after disposal, resulting in the reclassification of its investment in ALT International Co., Ltd (Cayman) from subsidiary to investment accounted for using equity method. Due to intensive industrial competition, there is a probability that the abovementioned subsidiaries and associates are under the risk of impairment. Therefore, the management decided to perform an impairment assessment of investment accounted for using equity method which contain a significant estimation uncertainty; thus, the assessment of impairment of investment accounted for using equity method is one of the key audit matters for our audit.

How the matter was addressed in our audit:

For the principal audit procedures on the valuation of inventories of the investments accounted for using equity method, please refer to key audit matters 1. “Evaluation of inventories”. In addition, the consolidated financial statements of Tymphany Worldwide Enterprises Ltd. and its subsidiaries were audited by other auditors; therefore, we issued audit instructions to their auditors as guidelines to communicate the key audit matters with them and obtained the feedbacks required in the audit instructions.

3-2

The principal audit procedures on the assessment of recoverable amount of the investments accounted for using equity method included: evaluating the identification of cash generating units and any indication of impairment made by management; acquiring impairment assessment reports from external expert engaged by the Company; reviewing the impairment assessment 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 financial reports.

Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

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

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

Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report 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 parent company only 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 parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  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 Company’s internal control.

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

3-3

  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 Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

  3. Obtain sufficient and appropriate audit evidence regarding the financial information of the investments in other entities accounted for using the equity method to express an opinion on this parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion of the Company.

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

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 25, 2022

Notes to Readers

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

The independent auditors’ audit report and the accompanying parent company only 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 parent company only financial statements, the Chinese version shall prevail.

4

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) PRIMAX ELECTRONICS LTD.

Balance Sheets

December 31, 2021 and 2020

(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))
1170
Accounts receivable, net (notes 6(d) and (t))
1180
Accounts receivable from related parties, net (notes 6(d), (t) and 7)
1200
Other receivables (notes 6(d) and 7)
1310
Inventories (note 6(e))
1470
Other current assets
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, net (note 6(f))
1600
Property, plant and equipment (notes 6(g) and 8)
1755
Right-of-use assets (note 6(h))
1760
Investment property, net (note 6(i))
1780
Intangible assets (note 6(j))
1840
Deferred tax assets (note 6(p))
1990
Other non-current assets
Total assets
December 31, 2021
Amount
%
$ 1,945,651
6
153,676
-
5,171,793
16
2,542,289
8
152,352
-
3,831,953
12
67,249
-
13,864,963
42
221,547
-
15,732,110
48
863,616
3
1,227,541
4
237,348
1
5,653
-
547,273
2
153,492
-
18,988,580
58
$
32,853,543
100
December 31, 2020
Amount
%
3,370,254
10
260,987
1
6,575,807
21
563,475
2
220,212
1
4,133,700
13
37,562
-
15,161,997
48
94,263
-
15,465,579
48
100,891
-
255,763
1
240,908
1
7,708
-
493,021
2
78,562
-
16,736,695
52
31,898,692
100
Liabilities and Equity
Current liabilities:
2100
Short-term borrowings (note 6(k))
2170
Notes and accounts payable
2180
Accounts payable to related parties (note 7)
2120
Current financial liabilities at fair value through profit or loss (note 6(b))
2200
Other payables (note 7)
2201
Salaries payable
2280
Current lease liabilities (note 6(m))
2300
Other current liabilities (note 6(t))
2365
Current refund liabilities
Non-Current liabilities:
2540
Long-term borrowings (notes 6(l) and 8)
2580
Non-current lease liabilities (note 6(m))
2630
Long-term deferred revenue (note 6(g))
2600
Other non-current liabilities (notes 6(o) and (p))
Total liabilities
3110
Ordinary shares (note 6(q))
3200
Capital surplus (note 6(q))
3310
Legal reserve (note 6(q))
3320
Special reserve (note 6(q))
3350
Unappropriated retained earnings (note 6(q))
3400
Other equity interest
Total equity
Total liabilities and equity
December 31, 2021 December 31, 2020
Amount
%
280,000
1
62,501
-
11,625,520
37
432,171
1
2,163,057
7
256,850
1
91,140
-
541,277
2
1,391,042
4
16,843,558
53
-
-
174,194
-
876,467
3
716,640
2
1,767,301
5
18,610,859
58
4,508,983
14
1,567,628
5
1,578,473
5
1,058,941
3
5,733,458
18
(1,159,650)
(3)
13,287,833
42
31,898,692
100
Amount
%
$ 332,000
1
61,240
-
9,799,684
30
602,978
2
2,043,086
6
440,409
1
68,501
-
579,993
2
1,612,963
5
15,540,854
47
429,500
1
1,190,212
4
709,599
2
807,866
3
3,137,177
10
18,678,031
57
4,552,633
14
1,758,780
5
1,769,946
5
1,046,360
3
6,492,401
20
(1,444,608)
(4)
14,175,512
43
$
32,853,543
100

See accompanying notes to parent company only financial statements.

5

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) PRIMAX ELECTRONICS LTD.

Statements of Comprehensive Income

For the years ended December 31, 2021 and 2020

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

4000
Operating revenue (notes 6(t) and 7)
5000
Operating costs (notes 6(e), (m), (o), (u), 7 and 12)
Gross profit from operations
Operating expenses (notes 6(j), (m), (o), (r), (u), 7 and 12):
6100
Selling expenses
6200
Administrative expenses
6300
Research and development expenses
6450
Expected credit loss (gain on reversal) (note 6(d))
Total operating expenses
Net operating income
Non-operating income and expenses:
7100
Interest income
7010
Other income (notes 6(n), (v) and 7)
7020
Other gains and losses (note 6(w))
7070
Share of profit of subsidiaries and associates accounted for using equity method
7050
Finance costs (note 6(m))
Total non-operating income and expenses
Profit before income tax
7950
Less: Income tax expenses(note 6(p))
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(o))
8316
Unrealized losses from investments in equity instruments measured at fair value through other
comprehensive income
8330
Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for
using equity method
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 financial statements
8399
Income tax related to components of other comprehensive income that will be reclassified to profit
or loss
8300
Other comprehensive income
Comprehensive income (after tax)
Earnings per share (note 6(s))
9710
Basic earnings per share (NT dollars)
9810
Diluted earnings per share (NT dollars)
2021
Amount
%
$ 42,506,020
100
38,356,406
90
4,149,614
10
550,942
1
573,196
2
1,243,420
3
(11,010)
-
2,356,548
6
1,793,066
4
1,397
-
12,334
-
710,139
2
213,447
-
(52,852)
-
884,465
2
2,677,531
6
379,249
1
2,298,282
5
(5,574)
-
93,397
-
(3,535)
-
-
-
84,288
-
(260,632)
-
-
-
(260,632)
-
(176,344)
-
$
2,121,938
5
$
5.13
$
5.09
2020
Amount
%
34,990,027
100
31,636,141
90
3,353,886
10
496,996
1
502,779
2
1,097,122
3
8,625
-
2,105,522
6
1,248,364
4
9,115
-
12,225
-
851,332
2
150,818
-
(48,812)
-
974,678
2
2,223,042
6
303,777
1
1,919,265
5
(4,533)
-
(178)
-
-
-
-
-
(4,711)
-
26,337
-
-
-
26,337
-
21,626
-
1,940,891
5
4.30
4.27

See accompanying notes to parent company only financial statements.

6

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) PRIMAX ELECTRONICS LTD.

Statements of Changes in Equity

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

Balance on January 1, 2020
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 investment accounted for using equity method
Amortization expense of restricted stock
Retirement of restricted stock
Issuance of restricted stock
Balance on December 31, 2020
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 investment accounted for using equity method
Amortization expense of restricted stock
Retirement of restricted stock
Issuance of restricted stock
Balance on December 31, 2021
Share capital Capital surplus Retained earnings O ther equity interes t Unearned
employee
compensation
Total equity
Exchange
differences on
translation of
foreign financial
statements
Unrealized gains
(losses) from
financial assets at
fair value
through other
comprehensive
income
Ordinary
shares
Legal reserve Special reserve Unappropriated
retained earnings
$ 4,485,808
-
-
-
-
-
-
-
-
(1,225)
24,400
4,508,983
-
-
-
-
-
-
-
-
(1,750)
45,400
$
4,552,633
1,483,045 1,370,470 662,348 5,500,198 (1,030,865)
-
26,337
26,337
-
-
-
-
-
-
-
(1,004,528)
-
(260,632)
(260,632)
-
-
-
-
-
-
-
(1,265,160)
(28,076)
-
(178)
(178)
-
-
-
(13,579)
-
-
-
(41,833)
-
89,862
89,862
-
-
-
-
-
-
-
48,029
(134,926)
-
-
-
-
-
-
-
117,593
7,975
(103,931)
(113,289)
-
-
-
-
-
-
-
110,428
8,196
(232,812)
(227,477)
12,308,002
-
-
-
-
-
-
1,919,265
21,626
- - - 1,940,891
208,003
-
-
-
-
-
-
-
396,593
-
-
-
-
-
-
-
(1,076,876)
(1,777)
117,593
-
-
1,578,473
-
-
1,058,941
-
-
13,287,833
2,298,282
(176,344)
- - 2,121,938
191,473
-
-
-
-
-
-
-
-
(1,354,873)
10,186
110,428
-
-
1,769,946 14,175,512

See accompanying notes to parent company only financial statements.

7

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)

PRIMAX ELECTRONICS LTD.

Statements of Cash Flows

For the years ended December 31, 2021 and 2020

(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
Amortization of long-term deferred revenue
Expected credit loss (reversal)
Interest expense
Interest income
Compensation cost of share-based payment
Share of profit of subsidiaries and associates accounted for using equity method
Loss on disposal of property, plant and equipment
Gain on disposal of unamortized expense
Amortization of unrealized revenue of patents disposed
Other
Total adjustments to reconcile profit (loss)
Changes in operating assets and liabilities:
Accounts receivable, including related parties
Other receivable
Inventories
Other current assets
Other operating assets
Changes in operating assets
Notes and accounts payable, including related parties
Salaries payable
Other payables
Other current liabilities
Long-term deferred revenue
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 capital reduction of financial assets at fair value through other comprehensive income
Acquisition of investments accounted for using equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Proceeds from disposal of unamortized expense
Acquisition of unamortized expense
Increase (decrease) in refundable deposits
Dividends received
Net cash used in investing activities
Cash flows from (used in) financing activities:
Increase in short-term borrowings
Increase (decrease) in long-term borrowings
Payment of lease liabilities
Cash dividends paid
Net cash flows used in financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
2021
$ 2,677,531
147,527
42,026
(221,370)
(11,010)
48,744
(1,397)
103,813
(213,447)
261
-
(15,450)
-
(120,303)
(563,790)
67,556
259,721
(29,687)
39,260
(226,940)
(1,827,097)
183,559
45,932
38,716
54,502
366,659
(1,137,729)
(1,364,669)
(1,484,972)
1,192,559
1,397
(48,669)
(487,759)
657,528
(35,097)
1,210
(285,000)
(798,904)
520
-
(15,351)
(4,059)
304
(1,136,377)
52,000
429,500
(72,381)
(1,354,873)
(945,754)
(1,424,603)
3,370,254
$
1,945,651
2020
2,223,042
138,866
30,783
(276,931)
8,625
41,236
(9,115)
117,593
(150,818)
19
(864)
(15,450)
(2)
(116,058)
57,761
160,162
(953,531)
(203)
(88,237)
(824,048)
458,343
(123,791)
291,554
115,432
(10,487)
482,498
1,213,549
389,501
273,443
2,496,485
9,115
(41,163)
(41,298)
2,423,139
(28,894)
-
(301,000)
(41,172)
-
3,450
(11,586)
310
191
(378,701)
280,000
(27,777)
(88,384)
(1,076,876)
(913,037)
1,131,401
2,238,853
3,370,254

See accompanying notes to parent company only financial statements.

8

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) PRIMAX ELECTRONICS LTD.

Notes to the Parent Company Only Financial Statements

For the years ended December 31, 2021 and 2020

(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 major business activities of the Company were the manufacture and sale of multi-function printers, scanners, digital camera modules, computer mice, keyboards, track pads, mobile phone accessories, consumer electronics products and shredders.

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 parent company only financial statements:

The parent company only financial statements were authorized for issuance by the board of directors on February 25, 2022.

(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 Company has initially adopted the following new amendments, which do not have a significant impact on its parent company only financial statements, from January 1, 2021:

  • ●Amendments to IFRS 4 “Extension of the Temporary Exemption from Applying IFRS 9”

  • ●Amendments to IFRS 9, IAS39, IFRS7, IFRS 4 and IFRS 16 “Interest Rate Benchmark Reform— Phase 2”

(Continued)

9

PRIMAX ELECTRONICS LTD. Notes to the Parent Company Only Financial Statements

The Company assesses that the adoption of the following new amendments effective for annual period beginning on April 1, 2021. would not have a significant impact on its parent company only financial statements:

  • ●Amendments to IFRS 16 “Covid-19-Related Rent Concessions beyond June 30, 2021”

  • (b) The impact of IFRS issued by the FSC but not yet effective

The Company assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2022, would not have a significant impact on its parent company only financial statements:

  • ●Amendments to IAS 16 “Property, Plant and Equipment Proceeds before Intended Use”

  • ●Amendments to IAS 37 “Onerous Contracts Cost of Fulfilling a Contract”

  • ●Annual Improvements to IFRS Standards 2018–2020

  • ●Amendments to IFRS 3 “Reference to the Conceptual Framework”

  • (c) The impact of IFRS issued by the International Accounting Standards Board (IASB) but not yet endorsed by the FSC

The following new and amended standards, which may be relevant to the Company, 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 Company is evaluating the impact of its initial adoption of the abovementioned standards or interpretations on its financial position and parent company only financial performance. The results thereof will be disclosed when the Company completes its evaluation.

(Continued)

10

PRIMAX ELECTRONICS LTD.

Notes to the Parent Company Only Financial Statements

The Company 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 parent company only 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 1 “Disclosure of Accounting Policies”

  • ●Amendments to IAS 8 “Definition of Accounting Estimates”

  • ●Amendments to IAS 12 “Deferred Tax related to Assets and Liabilities arising from a Single Transaction”

(4) Summary of significant accounting policies:

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

  • (a) Statement of compliance

These annual parent company only financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (“ the Regulations”).

  • (b) Basis of preparation

  • (i) Basis of measurement

Except for the following significant accounts, the parent company only 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; and

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

  • (ii) Functional and presentation currency

The functional currency is determined based on the primary economic environment in which the Company operates. The Company’ s parent company only 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.

(Continued)

11

PRIMAX ELECTRONICS LTD.

Notes to the Parent Company Only Financial Statements

(c) Foreign currencies

(i) Foreign currency transactions

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

Exchange differences are generally recognized in profit or loss, except for the difference 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 to the Company’s functional currency at the exchange rates at the reporting date. The income and expenses of foreign operations are translated to the Company’ s functional currency 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 Company disposes of any part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to noncontrolling interest. When the Company disposes of only part of 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.

(d) 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;

(Continued)

12

PRIMAX ELECTRONICS LTD. Notes to the Parent Company Only Financial Statements

  • (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

  • (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.

  • (e) 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.

  • (f) Financial instruments

Accounts receivables are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Company becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value, plus 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 Company 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.

(Continued)

13

PRIMAX ELECTRONICS LTD.

Notes to the Parent Company Only Financial Statements

  • 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.

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 Company 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 Company’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 Company 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.

(Continued)

14

PRIMAX ELECTRONICS LTD.

Notes to the Parent Company Only Financial Statements

  • 4) Assessment 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 Company 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 Company 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;

  • prepayment and extension features;and

  • terms that limit the Company’s claim to cash flows from specified assets (e.g. nonrecourse features).

  • 5) Impairment of financial assets

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

The Company 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 Company is exposed to credit risk.

(Continued)

15

PRIMAX ELECTRONICS LTD.

Notes to the Parent Company Only Financial Statements

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

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

The Company 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 Company 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 Company in accordance with the contract and the cash flows that the Company expects to receive). ECL are discounted at the effective interest rate of the financial asset.

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

(Continued)

16

PRIMAX ELECTRONICS LTD.

Notes to the Parent Company Only Financial Statements

6) Derecognition of financial assets

The Company 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 Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

The Company 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 or equity instruments issued by the Company are classified as financial liabilities or equity in accordance with the substance of the contractual arrangement and the definitions of financial liability and an equity instrument.

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

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

(Continued)

17

PRIMAX ELECTRONICS LTD.

Notes to the Parent Company Only Financial Statements

  • 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 Company 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 Company 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.

(g) 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.

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

(h) Investments in subsidiaries

Investments in subsidiaries are accounted for using the equity method. There is no difference between net income and comprehensive income in the Company’s parent company only financial statements and net income and comprehensive income attributable to stockholders of the parent. The equity in the Company’s parent company only financial statements and the equity attributable to stockholders of the parent in the Company’s consolidated financial statements are also the same.

Changes in the Company’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. When the Company loses control over its subsidiaries, the Company derecognizes the investment by the book value on the date of loss of control and remeasures the rest of the investments at fair value on the same date.

(i) 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)

18

PRIMAX ELECTRONICS LTD. Notes to the Parent Company Only 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.

  • (j) 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 recognized in profit or loss.

  • (ii) Subsequent expenditure

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

  • (iii) Depreciation

Depreciation is calculated on the cost of an asset less its residual value and is recognized in profit or loss on a straight line basis over the estimated useful lives 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 and additional equipment: 1 ~ 51 years

  • 2) Machinery and equipment: 1 ~4 years

  • 3) 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)

19

PRIMAX ELECTRONICS LTD. Notes to the Parent Company Only Financial Statements

(k) Lease

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

(i) As a lessee

The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability 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.

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

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

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

  • 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 Company’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

(Continued)

20

PRIMAX ELECTRONICS LTD. Notes to the Parent Company Only Financial Statements

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

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

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

(ii) As a lessor

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

When the Company 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, not with reference to the underlying asset. If a head lease is a short-term lease to which the Company 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 Company applies IFRS15 to allocate the consideration in the contract.

The Company recognizes lease payments received under operating leases as income on a straight-line basis over the lease term.

(Continued)

21

PRIMAX ELECTRONICS LTD. Notes to the Parent Company Only Financial Statements

(l) Intangible assets

  • (i) Recognition and measurement

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 Company 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 trademarks, patents and copyrights, that are acquired by the Company 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 from the date that they are available for use.

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

1) Trademarks 10 years 2) Patents 2.5~10 years 3) Copyrights 15 years

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

(m) Impairment of non-financial assets

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

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.

(Continued)

22

PRIMAX ELECTRONICS LTD. Notes to the Parent Company Only Financial Statements

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 to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

(n) Revenue from contracts with customers

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

(i) Sale of goods

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

The Company often offers volume 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 contract liability 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 120 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 Company has a right to an amount of consideration that is unconditional.

(ii) Rendering of services

The Company 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.

(Continued)

23

PRIMAX ELECTRONICS LTD.

Notes to the Parent Company Only Financial Statements

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 Company 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 Company does not adjust any of the transaction prices for the time value of money.

(o) Deferred grant service

Deferred grant revenue with additional conditions shall be recognized if the Company 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 Company’s expenses that have been incurred or to supply immediate financial support to the Company and there is no related cost in the future, it shall be recognized in profit or loss when the grant revenue becomes receivable.

(p) 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 Company’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 Company, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.

(Continued)

24

PRIMAX ELECTRONICS LTD.

Notes to the Parent Company Only Financial Statements

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 Company determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.

(iii) Short-term employee benefits

Short-term employee benefits are expensed as related services are provided. A liability is recognized for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

(q) 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 expected and actual outcomes.

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

(r) 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.

(Continued)

25

PRIMAX ELECTRONICS LTD.

Notes to the Parent Company Only Financial Statements

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 Company 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 Company 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.

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.

  • (s)

Earnings per share

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

(Continued)

26

PRIMAX ELECTRONICS LTD. Notes to the Parent Company Only Financial Statements

(t) Operating segments

Please refer to the Company’s consolidated financial statements for the years ended December 31, 2021 and 2020, for further details.

(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty:

The preparation of the parent company only financial statements in conformity with the Regulations 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 the changes in accounting estimates in the next period.

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

Please refer to consolidated financial statements for judgment of whether the Company has substantive control over its investees.

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 Company 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(e) for valuation of inventories.

  • (b) Valuation of inventories and impairment assessment of intangible assets and investments of investments accounted for using equity method

Please refer to above for inventories valuation. The assessment of impairment of intangible assets and investments accounted for using equity method required the Company 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.

(Continued)

27

PRIMAX ELECTRONICS LTD.

Notes to the Parent Company Only Financial Statements

The Company’s accounting policies include measuring financial and non-financial assets and liabilities at fair value through profit or loss. The Company 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 Company 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 Company 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:

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

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

  • (c) Level 3: inputs for the assets or liability that are not based on observable market data (unobservable inputs).

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

(6) Explanation of significant accounts:

  • (a) Cash and cash equivalents
Cash and cash equivalents
Cash on hand
Checking accounts and demand deposits
Time deposits
December 31,
2021
$ 1,150
1,944,501
-
$
1,945,651
December 31,
2020
600
2,058,286
1,311,368
3,370,254

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

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

  • (i) The derivative financial instruments were as follows:

Mandatorily measured at FVTPL:
Derivative instruments not used for hedging
Forward exchange contracts
Foreign exchange swap contracts
December 31,
2021
$ 73,001
80,675
$
153,676
December 31,
2020
14,481
246,506
260,987
(Continued)

28

PRIMAX ELECTRONICS LTD. Notes to the Parent Company Only Financial Statements

Financial liabilities held-for-trading:
Derivative instrument not used for hedging
Forward exchange contracts
Foreign exchange swap contracts
December 31,
2021
$ (597,150)
(5,828)
$
(602,978)
December 31,
2020
(399,762)
(32,409)
(432,171)
  • (ii) The Company held the following derivative instruments, without the application of hedge accounting, were classified as mandatorily measured at fair value through profit or loss and held-for-trading financial liabilities as of December 31, 2021 and 2020:
December 31, 2021 December 31, 2021
Derivative financial
instruments
Forward exchange contracts
– buy USD / sell TWD
Forward exchange contracts
– buy CNY/ sell USD
Foreign exchange swap
contracts– swap in TWD/ swap
out USD
Nominal amount
(in thousands)
USD
715,000
USD
146,000
USD
585,000
Maturity date
Predetermined rate
January 5, 2022~
July 29, 2022
26.890~27.946
January 4, 2022~
April 1, 2022
6.3980~6.4773
January 5, 2022~
July 28, 2022
25.574~28.092
December 31, 2020 December 31, 2020
Derivative financial
instruments
Forward exchange contracts
– buy USD / sell TWD
Forward exchange contracts
– buy TWD / sell USD
Foreign exchange swap
contracts– swap in TWD/ swap
out USD
Nominal amount
(in thousands)
USD
764,000
USD
11,500
USD
593,000
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 6, 2021~
June 23, 2021
28.075~29.424

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

(Continued)

29

PRIMAX ELECTRONICS LTD.

Notes to the Parent Company Only 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.
Total
December 31,
2021
$ 60
8,201
350
155,618
57,318
$
221,547
December 31,
2020
1,263
6,002
49
60,722
26,227
94,263
  • (i) The Company designated the investments above as equity securities at FVOCI because these equity securities represent those investments that the Company intends to hold for long-term strategic purposes and not for sale.

  • (ii) During the years ended December 31, 2021 and 2020, the dividends of $304 and $191, respetively, related to equity investments at FVOCI held were recognized.

  • (iii) Grove Venture, L.P executed capital increases, wherein the Company had participated and invested the amounts of $10,967 and $9,006 in the years ended December 31, 2021 and 2020, respectively.

  • (iv) Grove Venture II, L.P executed capital increases, wherein the Company had participated and invested the amounts of $24,130 and $19,888 in the years ended December 31, 2021 and 2020, respectively.

  • (v) WK Technology Fund IV Ltd. refunded the amount of $1,210 to the Company due to its capital reduction in March 2021.

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

  • (d) Accounts receivable (including related parties)

Accounts receivable
Accounts receivable – related parties
Less: allowance for doubtful accounts
Total
December 31,
2021
$ 5,184,929
2,542,289
(13,136)
$
7,714,082
December 31,
2020
6,600,651
563,475
(24,844)
7,139,282
  • (i) The Company did not provide any of the aforementioned accounts receivable (including related parties) as collateral.

(Continued)

30

PRIMAX ELECTRONICS LTD. Notes to the Parent Company Only Financial Statements

  • (ii) The Company applies the simplified approach to provide for its ECL, the use of lifetime ECL provision for all accounts receivables. To measure the ECL, 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:
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, 2021 December 31, 2021
Carrying
amounts of
accounts
receivable
(including
related parties)
Lifetime
ECL rate
$ 7,319,493
0%
367,240
0%~3%
25,675
0%~5%
9,135
0%~10%
969
0%~25%
4,687
0%~80%
19
0%~100%
$
7,727,218
December 31, 2020
Loss allowance
provision of
lifetime ECL
-
8,864
1,284
548
78
2,343
19
13,136
Lifetime
ECL rate
0%
0%~3.16%
0%~5%
0%~10%
0%~25%
0%~80%
0%~100%
Loss allowance
provision of
lifetime ECL
-
22,030
1,854
616
325
-
19
24,844

(Continued)

31

PRIMAX ELECTRONICS LTD.

Notes to the Parent Company Only Financial Statements

(iii) The movement in the allowance for accounts receivable was as follows:

2021 2020
Balance on January 1, 2021 and 2020 $ 24,844 17,438
Impairment losses recognized (reversed) (11,010) 8,625
Effect of exchange rate changes (698) (1,219)
Balance on December 31, 2021 and 2020 $ 13,136 24,844
  • (iv) The Company entered into agreements with banks to sell its accounts receivable without recourse. According to the agreements, within the limit of its credit facilities, the Company does not need to guarantee the capability of its customers to pay for reasons other than commercial disputes when transferring its accounts receivable. The Company 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 Company shall pay handling charges based on a fixed rate. The Company 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, 2021 and 2020, the details of transferred accounts receivable which conformed to the criteria for derecognition were as follows:
December 31, 2021 December 31, 2021 Range of
Guarantee
(promissory
Interest rate
note)
-
-
-
US$ 3,750
0.741%~0.997%
NT$ 135,000
Range of
Guarantee
(promissory
Interest rate
note)
-
-
-
US$ 3,750
-
NT$ 58,000
Buyer Amount
derecognized
Amount advanced
Amount
Recognized in
Other
Unpaid
Paid
Receivables
-
-
54,818
-
-
-
-
145,830
16,204
-
145,830
71,022
December 31, 2020
EnTie Bank
Mega International
Commercial Bank
Bank of Taiwan
$ 54,818
-
162,034
$
216,852
Buyer Amount
derecognized
Amount advanced
Unpaid
Paid
-
-
-
-
-
-
-
-
Amount
Recognized in
Other
Receivables
158,092
-
-
158,092
Unpaid
-
-
-
-
EnTie Bank
Mega International
Commercial Bank
Bank of Taiwan
$ 158,092
-
-
$
158,092
  • (v) Please refer to note 9 for guarantee notes provided by the Company to sell its accounts receivable.

(Continued)

32

PRIMAX ELECTRONICS LTD.

Notes to the Parent Company Only Financial Statements

(e) Inventories

Raw materials
Semi-finished goods
Finished goods and merchandise
December 31,
2021
$ 298,444
33,980
3,499,529
$
3,831,953
December 31,
2020
90,376
107,340
3,935,984
4,133,700

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

Losses on inventory valuation and disposal of inventories
Losses on physical inventories
2021
$ (41,831)
(195)
$
(42,026)
2020
(30,696
(87
(30,783
  • (f) Investments accounted for using equity method

The Company’s investments accounted for using the equity method at the reporting dates were as follows:

Subsidiaries December 31,
2021
$
15,732,110
December 31,
2020
15,465,579
  • (i) Please refer to the Company’s consolidated financial statements for the year ended December 31, 2021, for details of subsidiaries.

  • (ii) The Company did not provide investments accounted for using the equity method as collateral.

  • (iii) In 2021 and 2020, the Company both invested the amounts of USD10,000 in Primax Electronics (Singapore) Pte. Ltd.

  • (iv) The revenue of ALT International Co., Ltd (Cayman) (“AIC”) held by the Company through its subsidiary, Primax AE (Cayman) Holding Ltd. did not turn out as expected due to intensive industrial competition. Therefore, there is an impairment of the intangible assets and carrying amounts related to this equity investment after the Company’s evaluation. Please refer to note 6(g) of the Company’ s consolidated financial statements for the year ended December 31, 2021.

(Continued)

33

PRIMAX ELECTRONICS LTD.

Notes to the Parent Company Only Financial Statements

(g) Property, plant and equipment

The cost, and depreciation of the property, plant and equipment of the Company for the years ended December 31, 2021 and 2020, were as follows:

Cost or deemed cost:
Balance on January 1, 2021
Additions
Disposals
Reclassifications
Balance on December 31, 2021
Balance on January 1, 2020
Additions
Disposals
Reclassifications
Balance on December 31, 2020
Depreciation:
Balance on January 1, 2021
Depreciation
Disposals
Balance on December 31, 2021
Balance on January 1, 2020
Depreciation
Disposals
Balance on December 31, 2020
Carrying amounts:
Balance on December 31, 2021
Balance on December 31, 2020
Balance on January 1, 2020
Land
$ 22,879
769,580
-
-
$
792,459
$ 22,879
-
-
-
$
22,879
$ -
-
-
$
-
$ -
-
-
$
-
$
792,459
$
22,879
$
22,879
Buildings and
additional
equipment
141,673
-
-
-
141,673
141,673
-
-
-
141,673
133,213
347
-
133,560
132,866
347
-
133,213
8,113
8,460
8,807
Machinery
and
equipment
122,470
7,076
(1,233)
4,074
132,387
108,743
13,572
(3,082)
3,237
122,470
78,112
17,754
(453)
95,413
60,823
18,593
(1,304)
78,112
36,974
44,358
47,920
Other
equipment
64,894
956
(1,919)
290
64,221
58,865
11,384
(5,355)
-
64,894
49,328
5,911
(1,918)
53,321
49,146
5,495
(5,313)
49,328
10,900
15,566
9,719
Testing
equipment
9,628
21,292
-
(15,750)
15,170
3,479
16,216
-
(10,067)
9,628
-
-
-
-
-
-
-
-
15,170
9,628
3,479
Total
361,544
798,904
(3,152)
(11,386)
1,145,910
335,639
41,172
(8,437)
(6,830)
361,544
260,653
24,012
(2,371)
282,294
242,835
24,435
(6,617)
260,653
863,616
100,891
92,804

(i) The unamortized deferred revenue of equipment subsidy amounted to $709,599 and $876,467 as of December 31, 2021 and 2020, respectively.

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

(Continued)

34

PRIMAX ELECTRONICS LTD.

Notes to the Parent Company Only Financial Statements

(h) Right-of-use assets

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

Cost:
Balance on January 1, 2021
Additions
Disposals
Lease modification
Balance on December 31, 2021
Balance on January 1, 2020
Additions
Disposals
Balance on December 31, 2020
Depreciation:
Balance on January 1, 2021
Depreciation
Disposals
Balance on December 31, 2021
Balance on January 1, 2020
Depreciation
Disposals
Balance on December 31, 2020
Carrying amounts:
Balance on December 31, 2021
Balance on December 31, 2020
Balance on January 1, 2020
Land
$ -
-
-
-
$
-
$ -
-
-
$
-
$ -
-
-
$
-
$ -
-
-
$
-
$
-
$
-
$
-
Buildings
422,937
531
-
1,059,332
1,482,800
422,216
721
-
422,937
172,392
87,727
-
260,119
86,004
86,388
-
172,392
1,222,681
250,545
336,212
Vehicles
12,009
5,897
(4,781)
-
13,125
8,427
4,488
(906)
12,009
8,212
5,005
(4,781)
8,436
4,098
4,303
(189)
8,212
4,689
3,797
4,329
Other
equipments
4,224
-
(2,118)
-
2,106
2,822
1,402
-
4,224
2,803
1,250
(2,118)
1,935
1,217
1,586
-
2,803
171
1,421
1,605
Total
439,170
6,428
(6,899)
1,059,332
1,498,031
433,465
6,611
(906)
439,170
183,407
93,982
(6,899)
270,490
91,319
92,277
(189)
183,407
1,227,541
255,763
342,146

(i) Investment property

Cost or deemed cost:
Balance on January 1, 2021
Additions
Balance on December 31, 2021
Balance on January 1, 2020
Additions
Balance on December 31, 2020
Land
$ 162,012
-
$
162,012
$ 162,012
-
$
162,012
Buildings and
other
equipments
172,167
-
172,167
172,167
-
172,167
Total
334,179
-
334,179
334,179
-
334,179

(Continued)

35

PRIMAX ELECTRONICS LTD.

Notes to the Parent Company Only Financial Statements

Depreciation and impairment losses:
Balance on January 1, 2021
Depreciation
Balance on December 31, 2021
Balance on January 1, 2020
Depreciation
Balance on December 31, 2020
Carrying amounts:
Balance on December 31, 2021
Balance on December 31, 2020
Balance on January 1, 2020
Fair value:
Balance on December 31, 2021
Balance on December 31, 2020
Balance on January 1, 2020
Land
$ 33,941
-
$
33,941
$ 33,941
-
$
33,941
$
128,071
$
128,071
$
128,071
Buildings and
other
equipments
Total
59,330
93,271
3,560
3,560
62,890
96,831
55,770
89,711
3,560
3,560
59,330
93,271
109,277
237,348
112,837
240,908
116,397
244,468
$
711,098
$
643,812
$
623,432
Total
93,271
3,560
96,831
89,711
3,560
93,271
237,348
240,908
244,468
  • (i) The fair value of investment property is based on the quotation from third 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 15 years. Subsequent renewals are negotiated with the lessee, and no contingent rents are charged. Please refer to note 6(n) for further information.

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

(Continued)

36

PRIMAX ELECTRONICS LTD.

Notes to the Parent Company Only Financial Statements

(j) Intangible assets

The cost and amortization of the intangible assets of the Company for the years ended December 31, 2021 and 2020, were as follows:

Cost:
Balance on January 1, 2021
Acquisition
Balance on December 31, 2021
Balance on January 1, 2020
Acquisition
Balance on December 31, 2020
Amortization:
Balance on January 1, 2021
Amortization
Balance on December 31, 2021
Balance on January 1, 2020
Amortization
Balance on December 31, 2020
Carrying amount:
Balance on December 31, 2021
Balance on December 31, 2020
Balance on January 1, 2020
Trademarks
$ 25,584
-
$
25,584
$ 25,584
-
$
25,584
$ 25,584
-
$
25,584
$ 25,584
-
$
25,584
$
-
$
-
$
-
Patents
64,271
-
64,271
64,271
-
64,271
64,271
-
64,271
64,271
-
64,271
-
-
-
Copyrights
30,832
-
30,832
30,832
-
30,832
23,124
2,055
25,179
21,069
2,055
23,124
5,653
7,708
9,763
Total
120,687
-
120,687
120,687
-
120,687
112,979
2,055
115,034
110,924
2,055
112,979
5,653
7,708
9,763

(i) In 2021 and 2020, the amortizations of intangible assets both amounted to $2,055 were recorded as operating expenses.

(ii) The Company did not provide any of the aforementioned intangible assets as collateral.

(k) Short-term borrowings

The details were as follows:

Unsecured bank loans
Unused credit lines
Annual interest rates
December 31,
2021
$
332,000
$
9,233,990
0.67%~0.70%
December 31,
2020
280,000
9,117,536
0.80%~0.93%

(Continued)

37

PRIMAX ELECTRONICS LTD.

Notes to the Parent Company Only Financial Statements

  • (l) Long-term borrowings
Secured bank loans
Unused credit lines
December 31, 2021 December 31, 2021
Currency Annual interest
rate
0.40%~0.85%
Maturity year
Amount
2026
$
429,500
$
1,570,500
TWD

(i) Please refer to note 8 for futher information on assets provided as collateral.

(ii) Please refer to note 9 for the details of the outstanding guarantee notes.

(m) Lease liabilities

Current
Non-current
December 31,
2021
$
68,501
$
1,190,212
December 31,
2020
91,140
174,194

For the maturity analysis, please refer to note 6(x).

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
2021
$
25,443
$
1,120
2020
6,532
210

The amounts recognized in the statement of cash flows for the Company 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
2021
$ (1,120)
(25,443)
(72,381)
$
(98,944)
2020
(210)
(6,532)
(88,384)
(95,126)

(i) Real estate leases

The Company leases buildings for its office and staff dormitory. The leases typically run for a period of one to fifteen years. Some leases require additional rental payments depending on the changes in fair value of the lease assets.

(ii) Other leases

The Company leases vehicles and other equipments with lease terms of one to four years.

The Company also leases vehicles with lease terms of one to two years. These leases are shortterm or leases of low-value items. The Company decided to apply recognition exemptions, and had elected not to recognize its right-of-use assets and lease liabilities for these leases.

(Continued)

38

PRIMAX ELECTRONICS LTD.

Notes to the Parent Company Only Financial Statements

(n) Operating lease

The Company leases out its investment property. The Company 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(i).

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
Between two and five years
More than five years
Total undiscounted lease payments
December 31,
2021
$ 11,570
39,657
41,238
$
92,465
December 31,
2020
11,667
40,363
51,135
103,165

Rental income from investment properties amounted to $11,196 and $11,330 in 2021 and 2020, respectively.

(o) 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,
2021
$ 134,375
69,942
64,433
-
$
64,433
December 31,
2020
150,927
82,982
67,945
-
67,945

The Company 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.

(Continued)

39

PRIMAX ELECTRONICS LTD.

Notes to the Parent Company Only Financial Statements

1) Composition of plan assets

The Company 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.

The Company’ s Bank of Taiwan labor pension reserve account balance amounted to $69,942 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 Company for the years ended December 31, 2021 and 2020, were as follows:

2021
Defined benefit obligation on January 1
Business combinations
$ 150,927
Benefits paid
(24,093)
Current service costs and interest cost
708
Remeasurement of net defined benefit liabilities
6,833
Defined benefit obligation on December 31
$
134,375
2020
163,560
(22,029)
1,843
7,553
150,927
  • 3) Movements of defined benefit plan assets

The movements in the present value of the defined benefit plan assets for the Company for the years ended December 31, 2021 and 2020, were as follows:

Fair value of plan assets on January 1
Interest income
Remeasurement of net defined liabilities
Contributions paid
Benefits paid
Fair value of plan assets on December 31
2021
$ 82,982
286
1,259
2,800
(17,385)
$
69,942
2020
95,623
751
3,020
2,953
(19,365)
82,982

(Continued)

40

PRIMAX ELECTRONICS LTD.

Notes to the Parent Company Only Financial Statements

  • 4) Expenses recognized in profit or loss

The expenses recognized in profit or loss for the Company for the years ended December 31, 2021 and 2020, were as follows:

Current service costs
Net interest of net liabilities for defined benefit
Expenses
2021
$ 189
233
$
422
2020
562
531
1,093
  • 5) Remeasurement of net defined liability (asset) recognized in other comprehensive income

The Company’s remeasurement of net defined benefit liability (asset) recognized in other comprehensive income for the years ended December 31, 2021 and 2020, was as follows:

Balance on January 1
Recognized during the period
Balance on December 31
2021
$ 17,482
5,574
$
23,056
2020
12,949
4,533
17,482
  • 6) Actuarial assumptions

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

Discount rate
Future salary increase rate
2021
2020
%
0.750
%
0.350
%
2.750
%
2.750

The expected allocation payment to be made by the Company to the defined benefit plans for the one-year period after the reporting date was $2,745.

The weighted-average lifetime of the defined benefit plans is 9 years.

  • 7) Sensitivity analysis

When computing the present value of the defined benefit obligations, the Company 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.

(Continued)

41

PRIMAX ELECTRONICS LTD. Notes to the Parent Company Only Financial Statements

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

benefit obligation shall be as follows:
December 31, 2021
Discount rate
Future salary increase rate
December 31, 2020
Discount rate
Future salary increase rate
Influences of defined
benefit obligations
Increased 0.25%
Decreased 0.25%
$ (2,528)
2,604
$ 2,482
(2,423)
$ (2,963)
3,053
$ 2,902
(2,831)

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 change in the method and assumptions used in the preparation of the sensitivity analysis for 2021 and 2020.

(ii) Defined contribution plans

The Company allocates 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 this defined contribution plan, the Company contributes a fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligation.

The Company recognized pension costs under the defined contribution method amounting to $51,205 and $48,985 for the years ended December 31, 2021 and 2020, respectively, recorded as operating expenses and operating cost in the statement of comprehensive income.

(p) Income taxes

(i) The components of income tax expenses for the years ended December 31, 2021 and 2020, were as follows:

Current tax expense
Deferred tax expense (benefit)
Income tax expense
2021
$ 543,777
(164,528)
$
379,249
2020
285,876
17,901
303,777

(ii) The Company had no income tax recognized directly in equity or other comprehensive income for the years ended December 31, 2021 and 2020.

(Continued)

42

PRIMAX ELECTRONICS LTD.

Notes to the Parent Company Only Financial Statements

(iii) Reconciliation of income tax expenses and profit before tax for the years ended December 31, 2021 and 2020, were as follows:

Profit before tax
Income tax calculated based on the Company’s
domestic tax rate
Overseas investment gains recognized under the
equity method
Investment tax credits accrued
Prior year’s income tax adjustment
Surtax on unappropriated earnings
Others
Income taxes expense
2021
$ 2,677,531
535,506
(106,654)
(101,490)
27,752
17,090
7,045
$
379,249
2020
2,223,042
444,608
(113,490)
(71,569)
45,356
18,052
(19,180)
303,777
  • (iv) 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:

December 31,
2021
Aggregate amount of temporary differences related
to investments in subsidiaries
$
1,122,704
December 31,
2020
1,025,729
  • 2) Unrecognized deferred tax assets

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

Deductible temporary differences December 31,
2021
$
178,800
December 31,
2020
160,000

The deductible temporary differences cannot be realized. Therefore, they were not recognized as deferred tax assets.

(Continued)

43

PRIMAX ELECTRONICS LTD.

Notes to the Parent Company Only Financial Statements

  • 3) Changes in the amount of deferred tax assets and liabilities for the years ended December 31, 2021 and 2020, were as follows:
Deferred tax liabilities:
Balance on January 1, 2021
Recognized in profit or loss
Balance on December 31, 2021
Balance on January 1, 2020
Recognized in profit or loss
Balance on December 31, 2020
Investment
income
recognized
under the equity
method
(overseas)
Unrealized
foreign exchange
gains
$ 286,350
94,178
(63,965)
(46,311)
$
222,385
47,867
$ 369,676
24,699
(83,326)
69,479
$
286,350
94,178
Unrealized
foreign exchange
gains
Unrealized
foreign exchange
gains
Others Total
381,775
(110,276)
271,499
395,622
(13,847)
381,775
94,178
(46,311)
1,247
-
1,247
1,247
-
1,247
47,867
24,699
69,479
94,178
Deferred tax assets:
Balance on January 1, 2021
Recognized in profit or loss
Balance on December 31, 2021
Balance on January 1, 2020
Recognized in profit or loss
Balance on December 31, 2020
Bad debt
in excess
of tax limit
$ 39,958
-
Unfunded
pension fund
contribution
15,052
(1,817)
Refund
liabilities
193,039
34,196
227,235
187,650
5,389
193,039
Loss on
inventory
valuation
10,441
1,086
Deferred
granted
revenue
175,293
(33,373)
Unrealized
revenue from
disposal of
assets
24,206
(3,090)
21,116
27,296
(3,090)
24,206
Gain on
valuation of
financial
assets /
liabilities
34,237
55,623
Others
795
1,627
2,422
2,205
(1,410)
795
Total
493,021
54,252
$
39,958
13,235 11,527 141,920 89,860 547,273
$ 39,958
-
15,957
(905)
11,685
(1,244)
233,137
(57,844)
6,881
27,356
524,769
(31,748)
$
39,958
15,052 10,441 175,293 34,237 493,021

(v) The Company’s income tax returns have been examined by the tax authority through the years to 2019.

(q) Capital and other equity

(i) Ordinary Shares

As of December 31, 2021 and 2020, the nominal ordinary shares both amounted to $5,500,000. Par value of each share is $10 (dollars), which means in total there were 550,000 thousand authorized ordinary shares, of which 455,263 thousand and 450,898 thousand shares, respectively, were issued. All issued shares were paid up upon issuance.

(Continued)

44

PRIMAX ELECTRONICS LTD.

Notes to the Parent Company Only Financial Statements

Reconciliation of shares outstanding for the years ended December 31, 2021 and 2020, 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)
2021
2020
450,898
448,581
4,540
2,440
(175)
(123)
455,263
450,898
2021
450,898
4,540
(175)
455,263
450,898

(ii) Capital surplus

The balances of capital surplus were as follows:

Additional paid-in capital
Employee stock options
Restricted employee stock options
Long-term stock investment
December 31,
2021
$ 846,187
259,401
263,389
389,803
$
1,758,780
December 31,
2020
759,070
259,401
169,540
379,617
1,567,628

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 common stock 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)

45

PRIMAX ELECTRONICS LTD.

Notes to the Parent Company Only 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 shareholders’ 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 the FSC, 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, 2021 and 2020, the carrying amount of special reserve both amounted to $97,300.

In accordance with the FSC, a portion of current-period earnings and undistributed priorperiod 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

The appropriation of earnings for 2020 reached legal requirement through the electronic voting on May 25, 2021, and was resolved during the shareholders’ meeting on July 13, 2021. On June 23, 2020, the shareholders’ meeting resolved to distribute the 2019 earnings. The distributions were NT$3(dollars) and NT$2.4(dollars) per share, which amounted to 1,354,873 and 1,076,876, respectively.

(Continued)

46

PRIMAX ELECTRONICS LTD.

Notes to the Parent Company Only Financial Statements

(r) Share-based payment

(i) As of December 31, 2021, 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)
November 21,
2019
February 20,
2020
64.30
53.20
Free grants
Free grants
1,820
180
1~3 years
(notes 2 and 4)
1~3 years
(note 2)
Plan 6 (note 1)
Plan 7 (note 1)
July 30,
2020
January 25,
2021
October 18,
2021
41.75
55.80
50.40
Free grants
Free grants
Free grants
2,260
740
3,800
1~5 years
(notes 2, 3, 4
and 5)
1~3 years
(notes 2, 3 and 4)
1~3 years
(note 2)

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 and 740 thousand shares on July 30, 2020 and January 22, 2021, respectively.

Plan 7 was resolved by the stockholders’meeting held on July 13, 2021, and has been registered with and approved by the Securities and Futures Bureau of the FSC. The board of directors’ meeting resolved to issue 3,800 thousand shares on August 24, 2021.

  • Note 2: If the employees continue to provide service to the employer 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 employer 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 second year after the grant date.

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

(Continued)

47

PRIMAX ELECTRONICS LTD. Notes to the Parent Company Only Financial Statements

Note 5: If the employees continue to provide service to the employer 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.

  • 1) 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
2021
4,103
4,540
(1,995)
(161)
6,487
2020
3,816
2,440
(2,017)
(136
4,103

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

Restricted stock 2021
$
103,813
2020
117,593
  • (s) Earnings per share

  • (i) Basic earnings per share

The calculation of basic earnings per share for the years ended December 31, 2021 and 2020, based on the profit and the weighted-average number of ordinary shares outstanding was as follows:

follows:
2021
Profit of the Company for the year
$
2,298,282
Weighted-average number of ordinary shares
(thousand shares)
447,640
Basic earnings per share (NT dollars)
$
5.13
Weighted-average number of ordinary shares (thousand shares)
2020
1,919,265
445,829
4.30
Ordinary shares on January 1
Vesting of restricted stock
Ordinary shares on December 31
2021
446,782
858
447,640
2020
444,765
1,064
445,829

(Continued)

48

PRIMAX ELECTRONICS LTD.

Notes to the Parent Company Only Financial Statements

(ii) Diluted earnings per share

The calculation of diluted earnings per share for the years ended December 31, 2021 and 2020, based on the profit and the weighted-average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares was as follows:

Profit of the Company for the year
Weighted-average number of ordinary shares
(diluted / thousand shares)
Diluted earnings per share (NT dollars)
2021
$
2,298,282
451,819
$
5.09
2020
1,919,265
449,909
4.27

Weighted-average number of ordinary shares (diluted) (thousand shares)

Weighted-average number of ordinary shares on
December 31 (basic)
Estimated effect of employee stock bonuses
Effect of restricted stock
Weighted-average number of ordinary shares on
December 31 (diluted)
2021
447,640
1,702
2,477
451,819
2020
445,829
1,935
2,145
449,909
  • (t) Revenue from contracts with customers

(i) Disaggregation of revenue

Goods sold
Service rendered
Goods sold
Service rendered
Mainland China
Europe
America
Other
2021 2021 Total
41,890,908
615,112
42,506,020
Total
34,540,368
449,659
34,990,027
2020
24,159,354
3,841,836
3,718,326
3,270,511
34,990,027
(Continued)
Computer
Peripherals
$ 30,167,473
152,334
$
30,319,807
Non-computer
Peripherals
11,723,435
462,778
12,186,213
2020

49

PRIMAX ELECTRONICS LTD.

Notes to the Parent Company Only Financial Statements

(ii) Contract balances

Accounts receivable (including
related parties)
Less: allowance for impairment
Contract liabilities (recorded as
other current liabilities)
December 31,
2021
$ 7,727,218
(13,136)
$
7,714,082
$
118,882
December 31,
2020
7,164,126
(24,844)
7,139,282
121,554
January 1,
2020
7,223,106
(17,438)
7,205,668
57,991

For details on accounts receivable and allowance for impairment, please refer to note 6(d).

The amount of revenue recognized for the years ended December 31, 2021 and 2020 that were included in the contract liability balance at the beginning of the period were $121,554 and $55,901, 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.

(u) Employee’s, 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, 2021 and 2020, were as follows:

Employee remuneration
Directors’ remuneration
2021
$ 85,799
42,899
$
128,698
2020
72,645
36,323
108,968

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 estimates and recognized as profit or loss in the distribution year.

(Continued)

50

PRIMAX ELECTRONICS LTD. Notes to the Parent Company Only Financial Statements

The differences between the amounts approved in the directors’ meeting and those recognized in the financial statements for the distributions of earnings for 2020 and 2019 were as follows:

Employee remuneration – Cash
Directors’ remuneration
Employee remuneration – Cash
Directors’ remuneration
2020
Actual earnings
distributed
$ 72,645
36,322
Accrued in the
financial
statements
Difference
72,645
-
36,323
1
2019
Actual earnings
distributed
$ 75,520
26,430
Accrued in the
financial
statements
Difference
75,526
6
37,763
11,333

The aforementioned differences were accounted for as changes in accounting estimates and recognized as profit or loss in the years 2021 and 2020. 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.

(v) Other income

The details of other income for the years ended December 31, 2021 and 2020, were as follows:

Rent income
Cash dividend income
2021
$ 12,030
304
$
12,334
2020
12,034
191
12,225

(w) Other gains and losses

The details of other gains and losses for the years ended December 31, 2021 and 2020, were as follows:

Net losses on financial assets/liabilities measured at FVTPL
Foreign currency exchange gains, net
Other
2021
$ (449,302)
1,095,482
63,959
$
710,139
2020
(171,144)
852,460
170,016
851,332

(Continued)

51

PRIMAX ELECTRONICS LTD.

Notes to the Parent Company Only Financial Statements

(x) 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 Company’s concentration of credit risk, please refer to note 6(y).

(ii) Liquidity risk

The following table shows the contractual maturities of financial liabilities:

December 31, 2021
Non-derivative financial liabilities:
Short-term borrowings
Notes and accounts payable
Accounts payable to related parties
Other payables
Salaries payable
Lease liabilities
Refund liabilities
Long-term borrowings
Guarantee deposits
Derivative financial liabilities:
Outflow
Inflow
December 31, 2020
Non-derivative financial liabilities:
Short-term borrowings
Notes and accounts payable
Accounts payable to related parties
Other payables
Salaries payable
Lease liabilities
Refund liabilities
Guarantee deposits
Derivative financial liabilities:
Outflow
Inflow
Carrying
amount
$ 332,000
61,240
9,799,684
1,312,306
440,409
1,258,713
1,612,963
429,500
1,991
602,978
-
-
$
15,851,784
$ 280,000
62,501
11,625,520
1,491,003
256,850
265,334
1,391,042
1,991
432,171
-
-
$
15,806,412
Contractual
cash flows
332,259
61,240
9,799,684
1,312,306
440,409
1,461,453
1,612,963
443,434
1,991
-
3,891,271
(3,288,293)
16,068,717
280,154
62,501
11,625,520
1,491,003
256,850
273,490
1,391,042
1,991
-
4,601,941
(4,169,770)
15,814,722
Within 1
year
332,259
61,240
9,799,684
1,312,306
440,409
94,368
1,612,963
3,517
-
-
3,891,271
(3,288,293)
14,259,724
280,154
62,501
11,625,520
1,491,003
256,850
95,781
1,391,042
-
-
4,601,941
(4,169,770)
15,635,022
1~2 years
-
-
-
-
-
95,449
-
3,518
-
-
-
-
98,967
-
-
-
-
-
91,755
-
-
-
-
-
91,755
2~5 years
-
-
-
-
-
295,179
-
436,399
-
-
-
-
731,578
-
-
-
-
-
85,954
-
-
-
-
-
85,954
Over 5
years
-
-
-
-
-
976,457
-
-
1,991
-
-
-
978,448
-
-
-
-
-
-
-
1,991
-
-
-
1,991

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

(Continued)

52

PRIMAX ELECTRONICS LTD.

Notes to the Parent Company Only Financial Statements

(iii) Currency risk

  • 1) Exposure to foreign currency risk

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

Financial assets
Monetary items
USD:TWD
Financial liabilities
Monetary items
USD:TWD
December 31, 2021
Foreign
currency
Exchange
rate
TWD
$ 350,119
27.690
9,694,783
453,659
27.690
12,561,816
December 31, 2021
Foreign
currency
Exchange
rate
TWD
$ 350,119
27.690
9,694,783
453,659
27.690
12,561,816
December 31, 2020 December 31, 2020
Foreign
currency
$ 350,119
453,659
Exchange
rate
27.690
27.690
Foreign
currency
371,535
500,204
Exchange
rate
TWD
28.508
10,591,710
28.508
14,259,814

  • 2) Sensitivity analysis

The Company’ s exposure to foreign currency risk arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents, accounts and other receivables (including related parties), loans and borrowings, notes and accounts payable (including related parties), and other payables (including related parties) that are denominated in foreign currency. A weakening (strengthening) of 5% of the TWD against the USD as of December 31, 2021 and 2020, would have decreased or increased the net profit before tax by $143,352 and $183,405, respectively. The analysis is performed on the same basis for both periods.

  • 3) Exchange gains and losses on monetary items

The Company’s exchange gains and losses on monetary items (including realized and unrealized) translated to functional currency were as follows:

TWD 2021
Exchange
gains
and losses
Average
exchange
rate
$ 1,095,482
1
2020
Exchange
gains
and losses
$ 1,095,482
Exchange
gains
and losses
Average
exchange
rate
852,460
1

(iv) Interest rate analysis

Please refer to note 6(y) for the interest rate exposure of 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 liabilities with variable interest rates, the analysis is based on the assumption that the amount of liabilities outstanding at the reporting date was outstanding throughout the year. The rate of change is expressed as the interest rate increases or decreases by 0.25% when reporting to management internally, which also represents the Company management’ s assessment of the reasonably possible interest rate change.

(Continued)

53

PRIMAX ELECTRONICS LTD.

Notes to the Parent Company Only Financial Statements

If the interest rate had increased or decreased by 0.25%, and assumed all other variables remain constant, the net profit before tax would have increased or decreased by $3,184 and by $7,781 for the years ended December 31, 2021 and 2020, respectively. This is mainly due to borrowings and bank savings with variable interest rates.

  • (v) Fair value

  • 1) Kinds of financial instruments and fair value

The carrying amount and fair value of the Company’ s financial assets and liabilities, including the information on fair value hierarchy were as follows; however, 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
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
(including related parties)
Other payables
Salaries payable
Lease liabilities
Refund liabilities
Guarantee deposits
Total
December 31, 2021 December 31, 2021 December 31, 2021
Carrying
amounts
$
153,676
$
221,547
$ 1,945,651
7,714,082
152,352
28,478
$
9,840,563
$
602,978
$ 761,500
9,860,924
1,312,306
440,409
1,258,713
1,612,963
1,991
$ 15,248,806
Fair Value
Level 1
-
-
-
Level 2
-
-
-
Level 3
Total
153,676
153,676
221,547
221,547
602,978
602,978

(Continued)

54

PRIMAX ELECTRONICS LTD. Notes to the Parent Company Only Financial Statements

Financial assets at FVTPL –
current
Financial assets at FVOCI – non
current
Financial assets measured at
amortized cost
Cash and cash equivalents
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
(including related parties)
Other payables
Salaries payable
Lease liabilities
Refund liabilities
Guarantee deposits
Total
December 31, 2020 December 31, 2020 December 31, 2020
Carrying
amounts
$
260,987
$
94,263
$ 3,370,254
7,139,282
220,212
24,419
$ 10,754,167
$
432,171
$ 280,000
11,688,021
1,491,003
256,850
265,334
1,391,042
1,991
$ 15,374,241
Fair Value
Level 1
-
-
-
Level 2
-
-
-
Level 3
Total
260,987
260,987
94,263
94,263
432,171
432,171

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)

55

PRIMAX ELECTRONICS LTD.

Notes to the Parent Company Only Financial Statements

The Company 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 lack of liquidity. When prices are available, the fair value is estimated on the basis of unadjusted prior trade prices.

  • 3) In 2021 and 2020, there were no transfers between Levels.

  • 4) Reconciliation of Level 3 fair values

Balance on January 1
Recognized in profit or loss
Recognized in other
comprehensive income
Acquisition / disposal
Balance on December 31
2021 Total
(76,921)
(449,302)
93,397
205,071
(227,755)
2020 Total
31,143
(171,144)
(178)
63,258
(76,921)
FVTPL
$ (171,184)
(449,302)
-
171,184
$
(449,302)
FVOCI
94,263
-
93,397
33,887
221,547
FVTPL
(34,404)
(171,144)
-
34,364
(171,184)
FVOCI
65,547
-
(178)
28,894
94,263
  • 5) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement

The fair value measurements of the Company 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)

56

PRIMAX ELECTRONICS LTD. Notes to the Parent Company Only 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.

  • (y) Financial risk management

  • (i) Overview

The Company has exposure to the following risks 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 Company’ s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through 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 Company’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The 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 Company if a customer or a counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company’ s cash and cash equivalents, accounts receivables (including related parties), and derivative instruments.

1) Cash and cash equivalents

The Company had deposited $1,632,556 (including restricted deposits) in HSBC Bank and 4 other financial institutions, and $3,227,058 (including restricted deposits) in DBS Bank and 9 other financial institutions, representing 5% and 10% of total assets, as of December 31, 2021 and 2020, respectively. The Company believes that there is no significant credit risk from the above-mentioned financial institutions.

(Continued)

57

PRIMAX ELECTRONICS LTD.

Notes to the Parent Company Only Financial Statements

2) Accounts receivable

Sales to individual customers (including related parties) constituting over 10% of total revenue for the years ended December 31, 2021 and 2020, totaled 45% and 16%, respectively; also 42% and 19%, respectively, of the ending balance of accounts receivable (including related parties) were accounted for by those customers. In order to reduce credit risk, the Company 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, and the Company did not suffer any significant credit loss from those customers during the financial reporting period.

3) Derivative instruments

The Company entered into derivative instrument contracts with reputable and creditworthy financial institutions. The Company 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 Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’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 Company’ s reputation.

The Company manages sufficient cash and cash equivalents so as to cope with its operations and mitigate the effects of fluctuations in cash flows. The Company had unused credit line of $10,804,490 and $9,117,536 as of December 31, 2021 and 2020, 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 Company’ s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

1) Currency risk

The Company is exposed to currency risk on sales, purchases, and borrowings that are denominated in a currency other than the functional currency. These transactions are denominated in USD.

The Company uses forward exchange contracts and foreign exchange swap contracts to hedge its currency risk. The Company 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)

58

PRIMAX ELECTRONICS LTD.

Notes to the Parent Company Only Financial Statements

2) Interest rate risk

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

(z) 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 Company 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 Company’s debt ratio as of December 31, 2021 and 2020, were 57% and 58%, respectively.

  • (aa) 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,
2021
$ 280,000
-
265,334
$
545,334
January 1,
2020
$ -
27,777
347,826
$
375,603
Cash flows
52,000
429,500
(72,381)
409,119
Cash flows
280,000
(27,777)
(88,384)
163,839
Effect of
changes in
exchange
rate
-
-
-
-
Effect of
changes in
exchange
rate
-
-
-
-
Change in
lease
payments
-
-
1,065,760
1,065,760
Change in
lease
payments
-
-
5,892
5,892
December
31, 2021
332,000
429,500
1,258,713
2,020,213
December
31, 2020
280,000
-
265,334
545,334

(Continued)

59

PRIMAX ELECTRONICS LTD.

Notes to the Parent Company Only Financial Statements

(7) Related-party transactions:

(a) Names and relationship with related parties

Name of related party
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)
Polaris Electronics Inc.(Polaris)
Destiny Electronic Corp. (Destiny Beijing)
Dongguan Primax Electronic & Telecommunication
Products Ltd. (PCH2)
Primax Electronics (Chongqing) Corp., Ltd. (PCQ1)
Primax Electronics (Kun Shan) Corp., Ltd. (PKS1)
Primax Electronics (Thailand) Pte. Ltd. (Primax
Thailand)
Tymphany Worldwide Enterprises Ltd. (TWEL)
Tymphany Acoustic Technology (Huizhou) Co.,
Ltd. (Tymphany Huizhou)
Tymphany Acoustic Technology HK Ltd.
(TYM Acoustic HK)
Dongguan Tymphany Acoustic Technology Co., Ltd.
(Tymphany Dongguan)
TYMPHANY ACOUSTIC TECHNOLOGY (UK)
LIMITED (TYM UK)
Tymphany Acoustic Technology Europe, s.r.o.
(TYM Acoustic Europe)
Tymphany HK Ltd.(TYM HK)
TYP Enterprises, Inc.(TYP)
Relationship with the Group
A subsidiary
A subsidiary
A subsidiary
A subsidiary
A subsidiary
A subsidiary
A subsidiary
A subsidiary
A subsidiary
A subsidiary
A subsidiary
A subsidiary
A subsidiary
A subsidiary
A subsidiary
A subsidiary
A subsidiary
A subsidiary
A subsidiary
A subsidiary
A subsidiary
A subsidiary
A subsidiary

(Continued)

60

PRIMAX ELECTRONICS LTD.

Notes to the Parent Company Only Financial Statements

Name of related party
Tymphany Acoustic Technology Limited
(TYM Acoustic)
Tymphany Acoustic Technology (Thailand) Co., Ltd.
(TYTH)
Dong Guan Dong Cheng Tymphany Acoustic
Technology Co., Ltd. (TYDC)
TYMPHANY LOGISTICS, INC (TYML)
ALT International Co., Ltd. (Cayman) (AIC)
De Amertek Technology Inc. (US) (DAT)
Advanced Micro Electronics Co.,LTD. (AME)
Advanced Leading Technology (Shanghai) Co. (ALT
(Shanghai))
Advanced Leading Technology Co. (ALT)
Relationship with the Group
A subsidiary
A subsidiary
A subsidiary
A subsidiary
An associate
An associate
An associate
An associate
An associate
  • (b) Significant transactions with related-party

  • (i) Sales

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

follows:
Primax Singapore
Others (note)
Sales
2021
2020
$ 10,236,528
-
3,916,426
3,484,578
$
14,152,954
3,484,578
Accounts receivable – related parties
2021
$ 10,236,528
3,916,426
$
14,152,954
December 31, 2021
1,886,842
655,447
2,542,289
December 31, 2020
-
563,475
563,475

Note: Individual amount not exceeding 10%.

  • 1) The Company sells semi-finished products to its subsidiaries for processing and production. The finished products are then repurchased back by the Company through triangular trade and sold to the customers. The amount of semi-finished products sold in 2021 and 2020 were $507,569 and $629,006, respectively, which were written off against the related cost of goods sold; therefore, the Company did not recognized the above transaction as sales in the parent company only financial statements. As of December 31, 2021 and 2020, the accounts receivable arising from the sales of semi-finished products to subsidiaries amounted to $148,362 and $153,639, respectively.

  • 2) There were no significant differences in the selling prices offered to related parties and those of other customers. The trading terms to other customers are 45 days to 120 days, can be lengthened for related parties.

(Continued)

61

PRIMAX ELECTRONICS LTD. Notes to the Parent Company Only Financial Statements

(ii) Purchases

The amounts of purchases by the Company from related parties and the outstanding balances were as follows:

PCH2
PCQ1
PKS1
Others (note)
Purchases
2021
2020
$ 26,145,940
22,349,010
8,761,385
7,476,859
2,293,035
2,230,988
1,268,153
613,050
$
38,468,513
32,669,907
Accounts payable – related parties
2021
$ 26,145,940
8,761,385
2,293,035
1,268,153
$
38,468,513
December 31, 2021

5,894,516
2,778,070
1,216,447
128,050
10,017,083
December 31, 2020
7,583,716
2,803,152
1,360,975
171,117
11,918,960

Note: Individual amount not exceeding 10%.

  • 1) As of December 31, 2021 and 2020, the amount of accounts payable arising from the transactions mentioned in note 7(b)(i) amounted to $249,204 and $46,221, respectively.

  • 2) The prices of purchases from related parties were determined based on the cost, plus a reasonable profit margin. The payment terms of related parties and other vendors are 60 days and 30 days to 120 days, respectively.

  • 3) The accounts payable to subsidiaries which exceeded the normal payment terms and agreed by both parties were reclassified to other payables. As of December 31, 2021 and 2020, other payables to related parties were$217,399 and $293,440, respectively.

(iii) Purchase of service

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

Subsidiaries Purchase of service
2021
2020
$
43,745
45,027
Other payables
December 31, 2021
December 31, 2020
4,869
4,875
Other payables
December 31, 2021
December 31, 2020
4,869
4,875
2021
$
43,745
December 31, 2020
4,875
  • (iv) Receivable and payable on behalf of related parties

The other receivables arising from the materials purchased and shipping fee paid on behalf of the subsidiaries amounted to $64,978 and $45,133 on December 31, 2021 and 2020, respectively.

The other payables arising from the shipping fee paid by subsidiaries on behalf of the Company amounted to $8,201 and $13,324 on December 31, 2021 and 2020, respectively.

(Continued)

62

PRIMAX ELECTRONICS LTD. Notes to the Parent Company Only Financial Statements

(v) Guarantees and endorsements

The amounts of guarantee the Company provided to PCH2 and Primax Singapore were as follows:

Purchasing of raw materials
Shipping Guarantee
December 31,
2021
$ 276,900
2,700,000
$
2,976,900
December 31,
2020
285,080
-
285,080

(vi) Lease

The Company leased out its investment properties to its subsidiaries as office buildings and entered into 15-years lease contract by reference of the rental price of the nearby offices. The rental income in 2021 and 2020 amounted to $9,910 and $9,914, respectively, and there were no outstanding receivables on December 31, 2021 and 2020. Please refer to note 6(n) for noncancellable receivable.

  • (c) Key management personnel compensation

Key management personnel compensation comprised:

Key management personnel compensation comprised:
Short-term employee benefits
Post-employment benefits
Share-based payments
2021
$ 118,610
1,397
65,318
$
185,325
2020
139,308
871
63,910
204,089

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

(8) Pledged assets:

The carrying amounts of pledged assets were as follows:

Pledged assets
Property, plant and equipment
Pledged to secure December 31,
2021
$
769,580
December 31,
2020
Loan collateral -

(9) Significant commitments and contingencies:

(a) For the detail of the Company’s guarantees provided to subsidiaries, please refer to notes 7 and 13.

  • (b) The following are savings accounts provided by the Company to the banks in order for the bank to issue a guarantee letter to customs as guarantee deposits.
issue a guarantee letter to customs as guarantee deposits.
Guarantee letters December 31,
2021
$
6,600
December 31,
2020
6,000

(Continued)

63

PRIMAX ELECTRONICS LTD.

Notes to the Parent Company Only Financial Statements

  • (c) Guarantee notes provided as part of agreements with banks to sell its accounts receivable and to acquire long-term borrowings were as follows:
Sales of accounts receivable
Long-term borrowings
December 31,
2021
$
238,838
$
1,800,400
December 31,
2020
164,905
-

(10) Losses due to major disasters: None

(11) Subsequent events:None

(12) Other:

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

By function
By item
2021 2021 2020 2020 2020
Operating
cost
Operating
expenses
Total Operating
cost
Operating
expenses
Total
Employee benefits
Salaries
Labor and health insurance
Pension
Remuneration of directors
Others
Depreciation
Amortization
106,252
6,632
3,266
-
1,753
1,510
10
1,504,921
91,380
48,361
63,500
54,685
116,484
25,963
1,611,173
98,012
51,627
63,500
56,438
117,994
25,973
95,083
7,018
3,573
-
1,724
92,805
5
1,282,956
84,811
46,505
45,191
53,208
23,907
18,589
1,378,039
91,829
50,078
45,191
54,932
116,712
18,594

The following were the additional information on the Company’s employees and employee benefits for the years ended December 31, 2021 and 2020:

Numbers of employees
Numbers of directors, but not employees concurrently
The average employee benefits
The average salaries and wages
Adjustment of the average salaries and wages
Remunerationto supervisors

(Continued)

64

PRIMAX ELECTRONICS LTD. Notes to the Parent Company Only Financial Statements

The Company’s remuneration policy to directors, supervisors, managers and employees are as follows:

The Company’s remuneration to directors includes directors’ remuneration and bonuses. According to the policy stipulated in the Articles of incorporation, wherein no more than 2% of the profit, if applicable, shall be allocated as remuneration to directors. The remuneration distributed to directors shall be resolved by a majority vote at the Board of Directors attended by directors representing two-thirds or more of the voting rights, and be reported during the shareholders’ meeting. The bonuses to directors are proposed by the Human Resource Department based on the considerations for the competitive environment and operational risks and in line with the corporate management policy and bonus plan, which are then sent to the Board of Directors for resolution after the Remuneration Committee evaluates the performance results and approves the proposal.

The remuneration to employees and managers consists of fixed salary and variable rewards. The fixed salary is the basic salary of the employees, and the variable rewards are mainly linked to the Company’s (or various business units’ ) operational performance and strategic goal achieving status. The rewards policy is proposed by the Human Resource Department based on the corporate salary policy and bonus plan. The bonus plan for the mangers has to be evaluated and approved by the Remuneration Committee, and thereafter, proposed to the Board of Directors for resolution.

(13) Other disclosures:

  • (a) Information on significant transactions:

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

(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 PKS1 The
Company
Other
receivables
Y 293,440 217,399 217,399 0 Short-term
loan to other
parties
- Operating
capital
- - - 795,628 795,628

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.

(Continued)

65

PRIMAX ELECTRONICS LTD.

Notes to the Parent Company Only 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 the
period
Property
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
Primax
Singapore
TYM UK
TYM
Acoustic
HK.
The
subsidiary of
Primax HK
and Primax
Tech.
Subsidiary
The
subsidiary of
TYM
Acoustic HK
Subsidiary
4,252,654
4,252,654
1,762,767
1,762,767
285,310
2,700,000
6,942
4,172
276,900
2,700,000
6,536
4,154
534
552,627
6,536
-
-
-
-
-
%
1.95
%
19.05
%
0.12
%
0.07
11,340,410
11,340,410
4,700,715
4,700,715
Y
Y
N
N
N
N
N
N
Y
N
N
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.

(iii) Securities held as of December 31, 2021 (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 Note
Shares/Units
(thousands)
Carrying
value
Percentage of
ownership (%)
Fair
value
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
40
223
11
7
917
-
-
400
181
-
60
8,201
-
350
-
155,618
57,318
221,547
-
18,850
18,850
3.59
0.38
1.42
0.41
0.02
2.04
2.73
3.31
11.90
1.32
-
60
8,201
-
350
-
155,618
57,318
-
18,850

(Continued)

66

PRIMAX ELECTRONICS LTD.

Notes to the Parent Company Only 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
PCQ1 Money
market fund
of RMB
Financial
assets at
FVTPL
Initial
Offerings
None - - - 363,150 - 363,449 363,105 299
(note 1)
- -

Note 1: 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:
20% of the Company’s issued capital: 20% of the Company’s issued capital: 20% of the Company’s issued capital: 20% of the Company’s issued capital: 20% of the Company’s issued capital: 20% of the Company’s issued capital: 20% of the Company’s issued capital:
(In Thousands of New Taiwan Dollars)
Name of
company
Name of
property
Transaction
date
Transaction
amount
Status of
payment
Counter-
party
Relationship
with the
Company
If the counter-party is a related party,
disclose the previous transfer information
References
for
determining
price
Purpose of
acquisition
and current
condition
Others
Owner Relationship
with the
Company
Date of
transfer
Amount
The
Company
Land August 24,
2021
760,000 760,000
N
p
on-related
erson.
None. N/A N/A N/A - Note 1 For operation None

Note 1: Obtain an appraisal report from a professional appraiser as required by Article 9 of the Regulations Governing the Acquisition and Disposal Assets by Public Companies.

  • (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





Primax
Singapore

PCH2


PKS1
Primax
Singapore

PCH2


PKS1
PCQ1
Polaris


Primax
Thailand


The Company

PCH2


The Company


Primax
Singapore


PCQ1


The Company

Subsidiary
The subsidiary of
Primax HK


The subsidiary of
Primax Tech.
The subsidiary of
Primax Singapore.
Parent
The subsidiary of
Primax HK
The parent of
Primax Cayman
The subsidiary of
the Company
The subsidiary of
Primax HK
The parent of
Primax Cayman
(Sale)
Purchase
Purchase
Purchase
(Sale)
Purchase
Purchase
Purchase
(Sale)
(Sale)
(Sale)
(Sale)
(10,236,528)
26,145,940
2,293,035
8,761,385
(3,752,062)
1,268,153
10,236,528
229,444
(26,145,940)
(229,444)
(109,853)
(2,293,035)
%
(24)
%
68
%
6
%
23
%
(9)
%
3
%
98
%
2
%
(88)
%
(1)
%
-
%
(100)
60 days



90 days
60 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


1,886,842
(5,894,516)
(1,216,447)
(2,778,070)
420,223
(128,050)
(1,886,842)
(115,948)
5,894,516
115,948
76,008
1,216,447
24%
(60)%
(12)%
(28)%
5%
(1)%
(94)%
(6)%
85%
2%
1%
100%

(Continued)

67

PRIMAX ELECTRONICS LTD. Notes to the Parent Company Only 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)
PCQ1

Primax
Thailand
Polaris
Tymphany
Huizhou



Tymphany
Dongguan






TYDC


TYM Acoustic
HK



TYM Acoustic
Europe

The Company
PCH2
The Company

TYM Acoustic
HK
TYM HK
TYM Acoustic
Europe
Tymphany
Dongguan
TYM HK

Tymphany
Huizhou
TYM Acoustic
Europe
TYM Acoustic
HK
TYTH
TYDC
TYM HK
Tymphany
Dongguan
TYM Acoustic
HK
TYM Acoustic
Europe
Tymphany
Huizhou
Tymphany
Dongguan
TYDC
TYM Acoustic
HK
Tymphany
Huizhou
Tymphany
Dongguan
The parent of
Primax Cayman
The subsidiary of
Primax HK
The parent of
Primax Singapore.
The parent of
Primax Tech.
Subsidiary
The subsidiary of
TYM Acoustic HK

Subsidiary
The subsidiary of
TYM Acoustic HK

Parent
The subsidiary of
TYM Acoustic HK
The subsidiary of
Tymphany
Huizhou
The subsidiary of
TYM Acoustic HK
Subsidiary
The subsidiary of
TYM Acoustic HK
Parent
The subsidiary of
Tymphany
Huizhou
Subsidiary
Parent
The subsidiary of
Tymphany
Huizhou
The subsidiary of
Tymphany
Dongguan
Parent
The parent of
TYM Acoustic HK
The subsidiary of
Tymphany
Huizhou
(Sale)
Purchase
(Sale)
Purchase
(Sale)
(Sale)
(Sale)
Purchase
Purchase
(Sale)
(Sale)
(Sale)
(Sale)
(Sale)
(Sale)
(Sale)
Purchase
(Sale)
Purchase
Purchase
Purchase
Purchase
(Sale)
Purchase
Purchase
(8,761,385)
109,853
(1,268,153)
3,752,062
(1,089,071)
(6,185,173)
(339,638)
171,581
290,750
(7,605,000)
(171,581)
(311,715)
(125,935)
(168,284)
(137,870)
(1,942,058)
137,870
(406,235)
2,542,528
1,089,071
125,935
406,235
(2,542,528)
339,638
311,715
%
(77)
%
1
%
(98)
%
100
%
(13)
%
(74)
%
(4)
%
3
%
4
%
(88)
%
(2)
%
(4)
%
(1)
%
(2)
%
(2)
%
(82)
%
7
%
(17)
%
59
%
25
%
3
%
9
%
(84)
%
14
%
13
60 days


90 days
60 days













90 days
60 days


90 days
60 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
2,778,070
(76,008)
128,050
(420,223)
677,267
896,147
117,225
(70,340)
(91,460)
1,265,098
70,340
82,964
123,592
162,086
87,720
683,739
(87,720)
177,381
(430,028)
(677,267)
(123,592)
(177,381)
430,028
(117,225)
(82,964)
75%
(2)%
70%
(100)%
36%
47%
6%
(3)%
(4)%
69%
4%
5%
7%
9%
5%
79%
(9)%
21%
(29)%
(45)%
(8)%
(12)%
89%
(19)%
(13)%

(Continued)

68

PRIMAX ELECTRONICS LTD. Notes to the Parent Company Only 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)
TYM HK







TYML
TYTH

Tymphany
Huizhou
Tymphany
Dongguan

TYDC
TYML
TYTH

Specialty
TYM HK


Tymphany
Dongguan
The parent of
TYM Acoustic HK
The subsidiary of
Tymphany
Huizhou

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

Other related party
Parent
The subsidiary of
TYM Acoustic HK

The subsidiary of
Tymphany
Huizhou
Purchase
Purchase
(Sale)
Purchase
(Sale)
Purchase
(Sale)
(Sale)
Purchase
Purchase
(Sale)
Purchase
6,185,173
7,605,000
(290,750)
1,942,058
(114,947)
2,661,243
(433,651)
(867,061)
114,947
433,651
(2,661,243)
168,284
%
34
%
42
%
(1)
%
11
%
(1)
%
15
%
(2)
%
(4)
%
100
%
18
%
(100)
%
7
60 days



90 days
60 days


90 days
60 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
The same as
general selling

The same as
general purchasing

The same as
general selling
The same as
general purchasing
(896,147)
(1,265,098)
91,460
(683,739)
-
(584,237)
261,645
130,280
-
(261,645)
584,237
(162,086)
(25)%
(36)%
3%
(19)%
-%
(16)%
7%
4%
-%
(15)%
100%
(10)%
  • (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



PKS1

PCQ1
Primax
Thailand
Primax Singapore
Polaris
PCH2

The Company
Tymphany
Dongguan
Primax Thailand
Primax Singapore
The Company


Subsidiary
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 subsidiary of the
Company
The parent of Primax
Cayman


The parent of Primax
Singapore
1,886,842
420,223
146,218
(note 2)
35,989
5,894,516
133,354
159,977
115,948
999,048
217,399
2,778,070
128,050
10.85
9.38

3.37
(note 3)
3.88
(note 3)

3.96
1.78
(note 4)
3.14
8.48
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
590,883
360,446
25,142
12,328
4,484,400
45,531
-
41,590
36,407
217,399
1,006,844
128,050
-
-
-
-
-
-
-
-
-
-
-
-

(Continued)

69

PRIMAX ELECTRONICS LTD. Notes to the Parent Company Only Financial Statements

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
Tymphany
Huizhou


Tymphany
Dongguan




TYDC

TYM Acoustic
Europe
TYM HK






TYTH
TYM Acoustic HK
TYM HK
TYM Acoustic
Europe
TYM HK

TYTH

TYM Acoustic HK
TYM HK
TYM Acoustic HK

Tymphany
Dongguan

TYDC

Tymphany Huizhou
TYTH
Specialty
TYM HK
Subsidiary
The subsidiary of
TYM Acoustic HK





The subsidiary of
Tymphany Huizhou
The subsidiary of
TYM Accoustic HK
The subsidiary of
Tymphany Huizhou
Parent
The subsidiary of
Tymphany Huizhou

The subsidiary of
Tymphany Dongguan

The parent of TYM
Accoustic HK
The subsidiary of
TYM Accoustic HK
Other related party
The subsidiary of
TYM Accoustic HK
677,267
896,147
117,225
1,265,098
254
162,086
8,527
123,592
683,739
177,381
430,028
91,460
1,607,597
48,789
221,627
542,837
261,645
130,280
584,237
3.12
4.40
4.34
3.00
(note 3)
2.08
(note 3)
2.02
3.53
2.04
7.07
1.93
(note 3)
2.17
(note 3)

2.76
5.28
6.91
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
126,585
716,026
56,784
224,767
-
2,449
998
-
137,005
-
298,140
-
4,644
2,486
20
179,499
64,222
47,847
473,268
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

Note 1: Amounts collected as of February 11, 2022.

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, 2021 was $505,233, 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.

  • (ix) Trading in derivative instruments: Please refer to note 6(b) in the consolidated financial statements for the year ended December 31, 2021.

(Continued)

70

PRIMAX ELECTRONICS LTD.

Notes to the Parent Company Only Financial Statements

(b) Information on investees:

The following is the information on investees for the year ended December 31, 2021 (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
021
Net income
(losses)
of investee
Share of
profits/losses
of investee
Note
December 31,
2021
December 31,
2020
Shares
(thousands)
Percentage
of ownership
Carrying
value
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 of
and customer service
for computer
peripherals, mobile
device components,
and business devices
Holding company
Market development of
and customer service
for computer
peripherals, mobile
device components,
and business devices
Holding company
Sale of computer
peripherals and mobile
device components
2,540,588
897,421
30,939
7,032
3,889,798
9,330
1,431,540
904,150
9,710,798
2,540,588
897,421
30,939
7,032
3,889,798
9,330
1,431,540
619,150
9,425,798
8,147,636
285,067
1,050
0.50
129,050
300
48,200
30,100
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
6,810,110
2,596,462
(6,120)
16,148
5,615,495
12,918
227,456
459,641
15,732,110
469,815
126,669
(3,072)
317
233,444
961
(366,094)
(192,169)
269,871
420,277
122,927
(3,072)
317
232,471
961
(366,094)
(194,340)
213,447
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
Primax
Singapore
Primax
Thailand
Thailand Manufacturing and sale
of computer
peripherals, mobile
device components,
and business devices
872,151 588,291 914 99.99 468,985 (190,455) (190,455) Note 2
Primax
Cayman
Primax HK Hong Kong Holding company and
customer service
2,375,164 2,375,164 602,817 100.00 6,937,229 470,295 470,295 Note 2
Primax
Tech.
Polaris USA Sale and purchase of
computer peripherals,
mobile device
components, and
business devices
52,680 52,680 1,600 100.00 379,779 7,181 7,181 Note 2
Diamond TWEL Cayman Islands Holding company 4,083,950 4,083,950 192,251 100.00 5,700,545 307,711 233,902 Note 2
Primax AE AIC Cayman Islands Holding company 1,356,995 1,356,995 30 37.00 171,567 (114,206) (61,551) Note 3
Tymphany
Huizhou
TYM
Acoustic HK
Hong Kong R&D, design, and sales
of various speaker
accessories, speakers,
and their components,
as well as holding
business
1,592,954 1,592,954 418,090 100.00 2,521,146 264,210 264,210 Note 2

(Continued)

71

PRIMAX ELECTRONICS LTD. Notes to the Parent Company Only Financial Statements

Name of
investor
Name of
investee
Location Main
businesses
and products
Original investment
amount
Original investment
amount
Balance as of
December 31, 2021
Balance as of
December 31, 2021
Balance as of
December 31, 2021
Net income
(losses)
of investee
Share of
profits/losses
of investee
Note
December 31,
2021
December 31,
2020
Shares
(thousands)
Percentage
of ownership
Carrying
value
TYM
Acoustic
HK




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






USA




United Kingdom





Czech

i



Taiwan





Thailand

s

Holding company; sales
of, market development
of and customer service
for various speaker
accessories, speakers
and their components
Market development of
and customer service
for speakers and their
components
R&D and design of
various speaker
accessories as well as
speakers and their
components
Manufacturing,
nstallation, and
maintenance of various
speaker accessories
and their components
R&D and design of
various speaker
accessories as well as
speakers and their
components
Manufacturing and
ales of various speaker
accessories, speakers,
and their components
76,280
(note 1)
15
(note 1)
15,631
653,796
48,318
583,614
76,280
(note 1)
15
(note 1)
15,631
653,796
48,318
455,877
144,395
0.50
400
187,800
5,000
6,000
100.00
100.00
100.00
100.00
100.00
99.99
1,500,447
19,392
30,519
790,110
184,069
477,120
192,087
3,251
8,431
62,855
63,684
(151,400)
192,087
3,251
8,431
62,855
63,684
(151,400)
Note 2
Note 2
Note 2
Note 2
Note 2
Note 2
TYM HK TYML USA



Sales of various
speaker accessories,
speakers, and their
components
6,628 6,628 200 100.00 9,678 275 275 Note 2

Note 1: The amount is the initial investment costs from the original stockholders prior to the acquisition of the Company through Diamond. Note 2: The subsidiary of the Company. Note 3: The associate of the Company.

(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, 2021
(note 2)
Investmen t flows Accumulated
outflow of
investment from
Taiwan as of
December 31,
2021
(note 2)
Net
income
(losses)
of the
investee
Percentage
of
ownership
Investment
income
(losses)
Book value Accumulated
remittance of
earnings in
current period
Outflow Inflow
PCH2





Manufacturing and
sale of computer
peripherals, mobile
device components,
and business
devices
1,939,255 Indirect
investment
through Primax
Cayman and
Primax Tech.

1,566,806
- - 1,519,324 358,316 100% 358,316 6,461,528 -

(Continued)

72

PRIMAX ELECTRONICS LTD. Notes to the Parent Company Only Financial Statements

Name of
investee
Main
businesses
and
products
Total
amount
of paid-in
capital
Method
of
investment
Accumulated
outflow of
investment from
Taiwan as of
January 1, 2021
(note 2)
Investment flows Investment flows Accumulated
outflow of
investment from
Taiwan as of
December 31,
2021
(note 2)
Net
income
(losses)
of the
investee
Percentage
of
ownership
Investment
income
(losses)
Book value Accumulated
remittance of
earnings in
current period
Outflow Inflow
Destiny
Beijing
PKS1
PCQ1
Tymphany
Huizhou
Tymphany
Dongguan
TYDC
R&D of computer
peripheral and
business devices
Production of
computer
peripheral products
Production of
computer
peripheral products
Manufacturing,
R&D, design and
sale of various
speaker
accessories,
speakers, and their
components

38,415
849,135
829,859
1,774,574
138,450
86,974
Indirect
investment
through
Destiny BVI.
Indirect
investment
through Primax
Cayman

Indirect
investment
through
Diamond

29,933
627,176
570,160
3,677,532
14,254
-
-
-
-
-
-
-
-
-
-
-
-
-
29,075
609,180
553,800
3,572,010
13,845
-
(3,072)
(8,367)
237,742
435,706
36,313
(36,351)
100%
100%
100%
71.43%
71.43%
71.43%
(3,072)
(8,367)
237,742
311,234
23,308
(25,967)
(6,124)
795,628
1,761,819
4,197,274
562,788
124,247
-
-
-
-
-
-

Note 1: The above information on the exchange rate is as follows: HKD:TWD3.5509 ; USD:TWD 27.6900; CNY:TWD 4.3487.

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.

  • (ii) Limitation on investment in Mainland China:
Name of
Company
Accumulated Investment in
Mainland China as of
December 31, 2021
Investment Amounts
Authorized by Investment
Commission, MOEA
Upper Limit on Investment
The Company 6,706,362 7,850,299 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, 2021, are disclosed in “ Information on significant transactions”.

(d) Major shareholders: No shareholders represented more than 5% of the total shares outstanding.

(14) Segment information:

Please refer to the Company’s consolidated financial statements for the year ended December 31, 2021, for details.

(Continued)

73

PRIMAX ELECTRONICS LTD.

Statement of cash and cash equivalents

December 31, 2021

(Expressed in thousands of New Taiwan Dollars)

Item
Cash on hand
Demand deposits and checking accounts
Description
Amount
USD 5 ; Exchange rate 27.69
$ 138
CNY 191 ; Exchange rate 4.3487
830
HKD 7 ; Exchange rate 3.5509
25
JPY 391 ; Exchange rate 0.2407
94
EUR 2 ; Exchange rate 31.417
63
USD 67,774 ; Exchange rate 27.69
1,876,662
CNY 730 ; Exchange rate 4.3487
3,174
HKD 2,076 ; Exchange rate 3.5509
7,371
JPY 2,510 ; Exchange rate 0.2407
604
EUR 21 ; Exchange rate 31.417
660
56,030
$
1,945,651

Statement of accounts receivable

Item
Accounts receivable:
Corporation P
Corporation M
Corporation L
Other (individual amount not exceeding 5%)
Total
Less: Allowance for doubtful accounts
Net accounts receivable
Description
Amount
Operating revenue
$ 1,386,164

398,619

261,040

3,139,106
5,184,929
(13,136)
$
5,171,793

74

PRIMAX ELECTRONICS LTD.

Statement of accounts receivable from related parties

December 31, 2021

(Expressed in thousands of New Taiwan Dollars)

Item
Accounts receivable from related parties:
Primax Singapore
Polaris
PCH2
Other (individual amount not exceeding 5%)
Total
Net accounts receivable
Description
Amount
$ 1,886,842
420,223
146,218
89,006
2,542,289
$
2,542,289

Statement of other receivables

Item
Other receivables-related parties
Receivables due to sale of accounts receivable
Business tax refund receivables
Other (individual amount not exceeding 5%)
Total
Description
Amount
Payable on behalf of related parties
$ 64,978
Remaining receivables due to sale of
accounts receivable
71,022
16,256
96
$
152,352

75

PRIMAX ELECTRONICS LTD.

Statement of inventories

December 31, 2021

(Expressed in thousands of New Taiwan Dollars)

Item
Finished goods and merchandises
Less: Provision for finished goods and merchandises
Subtotal
Semi-finished products
Less: Provision for semi-finished products
Subtotal
Raw material
Less: Provision for raw material
Subtotal
Net amount
Cost
$ 3,579,536
(80,007)
3,499,529
34,026
(46)
33,980
300,525
(2,081)
298,444
$
3,831,953
Net realizable value
4,044,355
34,026
301,019
$
4,379,400

76

PRIMAX ELECTRONICS LTD.

Statement of changes in financial assets measure at fair value through other comprehensive income non-current

From January 1 to December 31, 2021

(Expressed in thousands of New Taiwan Dollars and Shares)

Name of investee
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
Beginning Balance
Number of
shares
Amount
359 $ -
161
1,263
202
6,002
11
-
7
49
917
-
-
60,722
-
26,227
$
94,263
Additions
Number of
shares
Amount
-
-
-
-
-
-
-
-
-
-
-
-
-
10,967
-
24,130
35,097
Disposal
Number of
shares
Amount
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Other adjustments
(note 1)
Number of
shares
Amount
-
-
(121)
(1,203)
21
2,199
-
-
-
301
-
-
-
83,929
-
6,961
92,187
Ending Balance
Pledged
Number of
shares
Amount
or
guaranteed
359
-
None
40
60

223
8,201

11
-

7
350

917
-

-
155,618

-
57,318

221,547
Number of
shares
-
-
-
-
-
-
-
-
Number of
shares
-
-
-
-
-
-
-
-
Number of
shares
-
(121)
21
-
-
-
-
-

Note 1:Other adjustments comprise unrealized gains or losses on financial assets at fair value through other comprehensive income and stock dividend.

77

PRIMAX ELECTRONICS LTD.

Statement of changes in investment accounted for using equity method

From January 1 to December 31, 2021

(Expressed in thousands of New Taiwan Dollars and Shares)

Name of investee
Primax Industries (Cayman Holding) Ltd.
Primax Technology (Cayman Holding) Ltd.
Destiny Technology Holding Co., Ltd
Primax Destiny Co., Ltd.
Diamond (Cayman) Holdings Ltd.
Gratus Technology Corp.
Primax AE (Cayman) Holdings Ltd.
Primax Electronics (Singapore) Pte. Ltd
Beginning Balance
Number
of shares
Amount
8,147,636 $ 6,422,749
285,067
2,497,936
1,050
(2,996)
0.5
18,197
129,050
5,469,479
300
12,329
48,200
596,460
20,100
451,425
$ 15,465,579
Additions
Number
of shares
Amount
-
-
-
-
-
-
-
-
-
-
-
-
-
-
10,000
285,000
285,000
Disposal
Number
of shares
Amount
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Other adjustments
Number
of shares
Amount
(note1)
-
387,361
-
98,526
-
(3,124)
-
(2,049)
-
146,016
-
589
-
(369,004)
-
(276,784)
(18,469)
Ending Balance
Number
of shares
Percentage
of holding
shares
Amount
8,147,636
%
100.00
6,810,110
285,067
%
100.00
2,596,462
1,050
%
100.00
(6,120)
0.5
%
100.00
16,148
129,050
%
100.00
5,615,495
300
%
100.00
12,918
48,200
%
100.00
227,456
30,100
%
100.00
459,641
15,732,110
Ending Balance
Number
of shares
Percentage
of holding
shares
Amount
8,147,636
%
100.00
6,810,110
285,067
%
100.00
2,596,462
1,050
%
100.00
(6,120)
0.5
%
100.00
16,148
129,050
%
100.00
5,615,495
300
%
100.00
12,918
48,200
%
100.00
227,456
30,100
%
100.00
459,641
15,732,110
Market
value or
book value
Pledged of
guaranteed
6,945,611
None
2,614,389

(6,120)

16,148

5,709,198

12,918

227,456

470,244

15,989,844
Number
of shares
-
-
-
-
-
-
-
10,000
Number
of shares
-
-
-
-
-
-
-
-
Number
of shares
-
-
-
-
-
-
-
-
Number
of shares
8,147,636
285,067
1,050
0.5
129,050
300
48,200
30,100
Percentage
of holding
shares
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00
%
100.00

Note 1: Adjustments under equity method valuation.

78

PRIMAX ELECTRONICS LTD.

Statement of changes in property, plant and equipment

From January 1 to December 31, 2021

(Expressed in thousands of New Taiwan Dollars)

Please refer to note 6(g) for property, plant and equipment.

Statement of changes in right-of-use assets

Please refer to note 6(h) for right-of-use assets.

Statement of changes in investment property

Please refer to note 6(i) for investment property.

79

PRIMAX ELECTRONICS LTD.

Statement of short-term borrowings

December 31, 2021

(Expressed in thousands of New Taiwan Dollars)

Bank
HSBC
DBS
Bank
E.SUN Bank
Description
Unsecured
bank loans

Description
Secured bank
loans
Ending
Balance
Contract
Period
Range of
interest rate
$ 210,000
1 month
0.67%
122,000
3 month
0.70%
$
332,000
Statement of long-term borrowings
Ending
Balance
Contract
Period
Range of
interest rate
$
429,500
5 years
0.40%~0.85%
Credit Line
Pledged on
guaranteed
1,799,850
None
830,700

Credit Line
Pledged on
guaranteed
1,800,000
Yes

80

PRIMAX ELECTRONICS LTD.

Statement of other payables

December 31, 2021

(Expressed in thousands of New Taiwan Dollars)

Item
Expense payables
Others (note)
Total
Note : individual amount
Description
Amount
Research and development expense for projects and inspection
$ 857,577
Taxes related to income and tariff
716,193
Employee and director remuneration
232,423
Intercompany loans
217,399
Accounts payable for labor and health insurance, employee
benefits and freight expense
19,494
$
2,043,086
not exceeding 5%
Description
Amount
Research and development expense for projects and inspection
$ 857,577
Taxes related to income and tariff
716,193
Employee and director remuneration
232,423
Intercompany loans
217,399
Accounts payable for labor and health insurance, employee
benefits and freight expense
19,494
$
2,043,086
not exceeding 5%

Statement of other current liabilities

Item
Remedy received in advance
Advance receipts for purchasing inventory
Contract liabilities
Other (note)
Total
Description
Amount
$ 256,247
172,453
Advance sales receipts-non-related parties
118,882
32,411
$
579,993

Note : individual amount not exceeding 5%

81

PRIMAX ELECTRONICS LTD.

Statement of other non-current liabilities

December 31, 2021

(Expressed in thousands of New Taiwan Dollars)

Item Amount
Advance receipts on behalf of non-related $ 467,001
parties
Deferred tax liabilities-non-current 271,499
Accrued pension liabilities 64,433
Other (note) 4,933
$ 807,866

Note : individual amount not exceeding 5%

Statement of lease liabilities

Item Description
Buildings
Vehicles
Other Equipments
Buildings
Vehicles
Lease Term
2023.06~2035.12
2022.12~2024.06
2022.07
2023.06~2035.12
2023.02~2024.06
Discount rate Ending
Balance
Note
$ 65,397
2,929
175
$
68,501
1,188,421
1,791
$
1,190,212
Lease liabilities-
current
Lease liabilities-
Non-current
2.13%~2.15%
1.13%~1.64%
1.48%
2.13%~2.15%
1.13%~1.64%

82

PRIMAX ELECTRONICS LTD.

Statement of operating revenue

From January 1 to December 31, 2021

(Expressed in thousands of New Taiwan Dollars)

Item
Operating revenue:
Computer peripherals
Non-Computer peripherals
Less: Sales returns
Sales discounts
Net service revenue
Net operating revenue
Quantity (in thousands)
Amount
102,263
$ 31,346,723
69,911
11,781,175
43,127,898
(57,885)
(1,179,105)
41,890,908
615,112
$
42,506,020

83

PRIMAX ELECTRONICS LTD.

Statement of operating costs

From January 1 to December 31, 2021

(Expressed in thousands of New Taiwan Dollars)

Item
Raw material On January 1, 2021
Add: Purchases of raw materials
Gain on physical inventories
Less: Raw materials on December 31,2021
Sales of raw material
Losses on disposal of raw materials
Raw materials used
Manufacturing overhead
Manufacturing cost
Add: Semi-finished products on January 1, 2021
Purchases of semi-finished products
Less: Semi-finished products on December 31, 2021
Sales of semi-finished products
Losses on disposal of semi-finished products
Losses on physical of semi-finished products
Cost of finished goods
Add: Finished goods and merchandises on January 1, 2021
Purchases of finished goods and merchandises
Less: Finished goods and merchandises on December 31, 2021
Losses on physical finished goods and merchandises
Losses on disposal of finished goods
Cost of finished goods and merchandises
Service costs
Sales of raw material and semi-finished products
Loss on inventory valuation, obsolescence and physical inventories
Loss on disposal of inventories
Operating Costs
Amount
$ 103,028
896,321
126
(300,525)
(105,018)
(4,016)
589,916
131,473
721,389
107,746
822,881
(34,026)
(523,545)
(17,989)
(136)
1,076,320
3,997,628
36,288,625
(3,579,536)
(185)
(12,394)
37,770,458
(84,641)
628,563
7,627
34,399
$
38,356,406

84

PRIMAX ELECTRONICS LTD.

Statement of selling, administrative, research and development expenses

From January 1 to December 31, 2021

(Expressed in thousands of New Taiwan Dollars)

Item
Salaries
Depreciation and amortization expense
Service expense
Insurance expense
Storage expense
Freight expense
Other expense (note)
Total
Selling expenses
$ 271,788
17,463
35,600
41,091
76,455
34,946
73,599
$
550,942
Administrative
expenses
396,901
34,904
60,177
18,111
-
126
62,977
573,196
Research and
development
expenses
899,732
90,080
14,866
58,097
-
2,046
178,599
1,243,420

Note : individual amount not exceeding 5%