AI assistant
Qisda — Annual Report 2020
Nov 11, 2020
52023_rns_2020-11-11_3803d9ae-3144-4505-9d6c-f8ca5c7ff1bb.pdf
Annual Report
Open in viewerOpens in your device viewer
1
Stock Code:2352
QISDA CORPORATION AND SUBSIDIARIES Consolidated Financial Statements With Independent Auditors’ Report For the Years Ended December 31, 2020 and 2019
Address: No. 157, Shan-Ying road, Gueishan, Taoyuan, Taiwan Telephone: 886-3-359-8800
The independent auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and consolidated financial statements, the Chinese version shall prevail.
2
Table of contents
| Contents 1. Cover Page 2. Table of Contents 3. Representation Letter 4. Independent Auditors’ Report 5. Consolidated Balance Sheets 6. Consolidated Statements of Comprehensive Income 7. Consolidated Statements of Changes in Equity 8. Consolidated Statements of Cash Flows 9. Notes to the Consolidated Financial Statements (1) Organization and business (2) Authorization of the consolidated financial statements (3) Application of New and Revised Accounting Standards and Interpretations (4) Summary of significant accounting policies (5) Critical accounting judgments and key sources of estimation uncertainty (6) Significant account disclosures (7) Related-party transactions (8) Pledged assets (9) Significant commitments and contingencies (10) Significant loss from disaster (11) Significant subsequent events (12) Others (13) Additional disclosures (a) Information on significant transactions (b) Information on investees (c) Information on investment in Mainland China (d) Major shareholders (14) Segment information |
Page |
|---|---|
| 1 2 3 4 5 6 7 8 9 9 9~10 11~39 40 41~112 112~115 115 115~116 116 116 116 117、120~139 117、140~145 117、146~159 117 118~119 |
3
Representation Letter
The entities that are required to be included in the combined financial statements of Qisda Corporation as of and for the year ended December 31, 2020 under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports, and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with International Financial Reporting Standards No. 10 “ Consolidated Financial Statements” endorsed by the Financial Supervisory Commission of the Republic of China. In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, Qisda Corporation and Subsidiaries do not prepare a separate set of combined financial statements.
Hereby declare
Qisda Corporation Chi-Hong (Peter) Chen Chairman Date: March 23, 2021
4
==> picture [169 x 19] intentionally omitted <==
KPMG
台北市110615信義路5段7號68樓(台北101大樓) Telephone 電話 + 886 2 8101 6666 68F., TAIPEI 101 TOWER, No. 7, Sec. 5, Fax 傳真 + 886 2 8101 6667 Xinyi Road, Taipei City 110615, Taiwan (R.O.C.) Internet 網址 home.kpmg/tw
Independent Auditors’ Report
The Board of Directors of Qisda Corporation:
Opinion
We have audited the consolidated financial statements of Qisda Corporation and its subsidiaries (the “Group”), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the reports of other auditors (please refer to the paragraph on Other Matter of our report), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and the International Financial Reporting Standards, International Accounting Standards, interpretations, as well as related guidance endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audit of the consolidated financial statements as of and for the year ended December 31, 2020 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, and auditing standards generally accepted in the Republic of China. Furthermore, we conducted our audit of the consolidated financial statements as of and for the year ended December 31, 2019 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, Rule No. 1090360805 issued by the Financial Supervisory Commission, and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the paragraph on the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements of our report. We are independent of the Group in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“ the Code” ), and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matters for the Group’s consolidated financial statements for the year ended December 31, 2020 are stated as follows:
- Revenue recognition
Please refer to notes 4(r) and 6(y) for the accounting policy on revenue recognition and “Revenue” for the related disclosures, respectively, of the notes to the consolidated financial statements.
KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
4-1
Description of key audit matter:
The Group has several operating segments. Each segment engages in different business activities. In addition, the Group has operations spread globally. The Group recognizes its revenue depending on the various trade terms in each individual sale transaction and service rendered, which are considered to be complex in determining the timing of revenue recognition. Therefore, revenue recognition has been identified as one of the key audit matters.
How the matter was addressed in our audit:
In relation to the key audit matters above, our principal audit procedures included testing the design and operating effectiveness of the Group’s internal controls over financial reporting in the sales and collection cycle; assessing whether revenue is recognized based on the trade terms with customers through reviewing the related sales contracts or other trade documents; performing a sample test on sales transactions that took place before and after the balance sheet date to determine whether the performance obligation has been satisfied by transferring control over the goods or services to a customer, and assessing the accuracy of the timing of revenue recognition; reviewing and understanding the reasonableness for any identified significant sales returns and allowances that took place after the balance sheet date, as well as assessing the completeness of the revenue and related sales returns and allowances.
2. Valuation of inventories
Please refer to notes 4(h), 5 and 6(f) for the inventory accounting policy, “Critical accounting judgments and key sources of estimation uncertainty” for estimation uncertainty of inventory valuation, and “Inventories” for the related disclosures, respectively, of the notes to the consolidated financial statements.
Description of key audit matter:
Inventories are measured at the lower of cost and net realizable value. Due to the rapid technological innovations and highly competitive environments in the electronic industry, the life cycle of certain products of the Group are short and their market prices fluctuate rapidly, which could possibly result in a price decline and obsolescence of inventory, wherein the inventory cost may exceed its net realizable value. Therefore, the valuation of inventories has been identified as one of the key audit matters.
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures included reviewing the inventory of aging report and analyzing the fluctuation of inventory aging; selecting samples to verify the accuracy of the net realizable value of inventories and inventory aging report prepared by the Group; evaluating whether valuation of inventories was accounted for in accordance with the Group’s accounting policies; and assessing the historical reasonableness of management’s estimates on inventory provisions.
3. Business combination
Please refer to notes 4(w) and 6(i) for the accounting policy on business combination, and “ Business Combination” for the related disclosures, respectively, of the notes to the consolidated financial statements.
Description of key audit matter:
The Group acquired 19.02% ownership of Alpha Networks Inc. through public tender offer in July 2020, resulting in the Group's ownership interest in Alpha Networks Inc. to increase from 23.84% to 42.86%; therefore, it is assessed that the Group obtained control over it. To adopt the accounting treatment of business combination, the management needs to determine the fair value of the identifiable assets and liabilities. The assessment is complex and involves significant assumptions and estimation. Accordingly, the assessment of business combination has been identified as one of the key audit matters.
4-2
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures included obtaining the purchase price allocation report with valuation of intangible assets conducted by an external expert engaged by the management; and auditing the acquired assets and liabilities identified by the management including any fair value adjustment at the acquisition date. In doing so, we have consulted internal valuation specialists to assist in evaluating the reasonableness of the valuation model and key assumptions used. We have also confirmed that correct accounting treatment has been applied and appropriate disclosures with respect to the acquisition has been made.
4. Impairment of goodwill
Please refer to notes 4(p), 5 and 6(m) for the accounting policy on impairment of non-financial assets, “ Critical accounting judgments and key sources of estimation uncertainty” , for estimation uncertainty of impairment of goodwill, and “Intangible assets”, and for the related disclosures, respectively, of the notes to the consolidated financial statements.
Description of key audit matter:
Goodwill arising from acquisition of subsidiaries are annually subject to impairment test or when there are indications that goodwill may have been impaired. The assessment of the recoverable amount of goodwill involves management’s judgment and estimation. Accordingly, the assessment of impairment of goodwill has been identified as one of the key audit matters.
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures included obtaining the assessment of goodwill impairment provided by the management; assessing the appropriateness of the valuation model and key assumptions, including the discount rate, expected growth rate and future cash flow projections, used by the management in measuring the recoverable amount; performing a sensitivity analysis of key assumptions and results; and assessing the adequacy of the Group’s disclosures with respect to the related information.
Other Matter
We did not audit the financial statements of certain subsidiaries of the Group. Those financial statements were audited by other auditors, whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for those subsidiaries, is based solely on the report of other auditors. The financial statements of those subsidiaries reflect the total assets amounting to NT$11,354,280 thousand and NT$9,195,065 thousand, respectively, constituting 6.65% and 6.76%, respectively, of the consolidated total assets as of December 31, 2020 and 2019, and the total operating revenues amounting to NT$10,841,023 thousand and NT$9,600,253 thousand, respectively, constituting 5.66% and 5.66%, respectively, of the consolidated total operating revenues for the years ended December 31, 2020 and 2019.
Qisda Corporation has additionally prepared its parent-company-only financial statements as of and for the years ended December 31, 2020 and 2019, on which we have issued an unmodified opinion with other matter section.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, interpretation as well as related guidance endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
4-3
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including members of the Audit Committee) are responsible for overseeing the Group’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercised professional judgment and maintained professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remained solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
4-4
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2020 and are therefore the key audit matters. We describe these matters in our auditors’ 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 Tzu-Chieh Tang and Huei-Chen Chang.
KPMG
Taipei, Taiwan (Republic of China) March 23, 2021
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ audit report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and consolidated financial statements, the Chinese version shall prevail.
5
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) QISDA CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
| Assets Current assets: 1100 Cash and cash equivalents (note 6(a)) 1110 Financial assets at fair value through profit or loss-current (notes 6(b) and (p)) 1120 Financial assets at fair value through other comprehensive income-current (note 6(c)) 1170 Notes and accounts receivable, net (notes 6(d) and (y) and 8) 1181 Notes and accounts receivable from related parties (notes 6(d) and (y) and 7) 1200 Other receivables (notes 6(d) and (e) and 7) 1210 Other receivables from related parties (notes 6(e) and 7) 130X Inventories (notes 6(f) and 8) 1470 Other current assets 1476 Other financial assets-current (notes 6(a) and 8) 1461 Non-current assets held for sale (note 6(g)) Total current assets Non-current assets: 1510 Financial assets at fair value through profit or loss-non-current (note 6(b)) 1517 Financial assets at fair value through other comprehensive income-non- current (note 6(c)) 1550 Investments accounted for using the equity method (notes 6(h) and 8) 1600 Property, plant and equipment (notes 6(j) and 8) 1755 Right-of-use assets (notes 6(k) and 8) 1760 Investment property (notes 6(l) and 8) 1780 Intangible assets (notes 6(i) and (m)) 1840 Deferred income tax assets (note 6(u)) 1900 Other non-current assets (note 6(t)) 1980 Other financial assets-non-current (note 8) Total non-current assets Total assets |
December 31, 2020 Amount % $ 22,540,418 13 389,043 - 96,281 - 33,221,557 19 3,280,369 2 675,888 - 302,399 - 35,139,333 21 3,076,818 2 2,709,546 2 892,117 1 102,323,769 60 173,731 - 1,381,399 1 16,308,434 10 30,188,228 18 4,706,556 3 3,561,030 2 9,118,895 5 1,727,832 1 358,923 - 963,152 - 68,488,180 40 $ 170,811,949 100 |
December 31, 2019 Amount % 10,780,507 8 665,037 1 134,479 - 28,904,355 21 2,395,806 2 584,859 - 284,450 - 27,890,837 21 1,776,711 1 4,915,705 4 - - 78,332,746 58 120,399 - 1,222,603 1 17,778,476 13 23,915,978 18 3,502,536 2 3,404,112 2 5,069,111 4 1,607,147 1 817,349 1 256,036 - 57,693,747 42 136,026,493 100 Liabilities and Equity Current liabilities: 2100 Short-term borrowings (notes 6(n) and 8) 2120 Financial liabilities at fair value through profit or loss-current (note 6(b)) 2130 Contract liabilities-current (note 6(y)) 2170 Notes and accounts payable 2180 Accounts payable to related parties (note 7) 2200 Other payables (notes 6(i) and (z)) 2220 Other payables to related parties (note 7) 2260 Liabilities related to non-current assets held for sale (note 6(g)) 2300 Other current liabilities (note 6(o)) 2365 Refund liabilities—current 2321 Current portion of bonds payable (note 6(p)) 2322 Current portion of long-term debt (notes 6(o) and 8) 2280 Lease liabilities-current (note 6(q)) 2282 Lease liabilities to related parties-current (notes 6(q) and 7) 2250 Provisions-current (note 6(r)) Total current liabilities Non-current liabilities: 2503 Financial liabilities at fair value through profit or loss-non-current (note 6(b)) 2540 Long-term debt (notes 6(o) and 8) 2580 Lease liabilities-non-current (note 6(q)) 2582 Lease liabilities to related parties-non-current (notes 6(q) and 7) 2550 Provisions-non-current (note 6(r)) 2570 Deferred income tax liabilities (note 6(u)) 2670 Other non-current liabilities (notes 6(i) and (t)) Total non-current liabilities Total liabilities Equity attributable to shareholders of the Company (note 6(v)): 3110 Common stock 3260 Capital surplus 3300 Retained earnings 3400 Other equity Total equity attributable to shareholders of the Company 36XX Non-controlling interests (notes 6(i) and (v)) Total equity Total liabilities and equity |
December 31, 2020 | December 31, 2019 | |
|---|---|---|---|---|---|
| Amount % |
Amount % |
||||
| $ 21,131,930 12 139,661 - 1,862,107 1 38,398,784 23 2,127,536 1 13,331,307 8 16,151 - 358,207 - 796,592 1 2,340,052 1 526,507 - 536,537 - 368,303 - 86,737 - 808,823 1 82,829,234 48 78,123 - 22,366,798 13 1,473,817 1 91,779 - 687,601 - 1,674,510 1 2,646,867 2 29,019,495 17 111,848,729 65 19,667,820 12 1,879,501 1 15,742,825 9 (1,264,645) (1) 36,025,501 21 22,937,719 14 58,963,220 35 $ 170,811,949 100 |
19,902,070 15 50,046 - 1,559,356 1 29,010,933 21 1,836,690 2 9,875,371 7 17,388 - - - 389,032 - 1,818,468 2 - - 400,143 - 321,418 - 85,237 - 441,084 - 65,707,236 48 95,860 - 16,674,667 12 1,420,402 1 186,050 - 609,373 1 976,539 1 2,320,772 2 22,283,663 17 87,990,899 65 19,667,820 14 2,220,653 2 12,663,994 9 (608,508) - 33,943,959 25 14,091,635 10 48,035,594 35 136,026,493 100 |
See accompanying notes to consolidated financial statements.
6
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
QISDA CORPORATION AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)
| 4000 Operating revenues (notes 6(s) and (y), 7 and 14) 5000 Operating costs (notes 6(f), (j), (k), (l), (m), (q), (r), (s), (t) and (z), 7 and 12) Gross profit Operating expenses (notes 6(d), (j), (k), (l), (m), (q), (t), (w) and (z), 7 and 12): 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Reversal of impairment loss (expected credit loss) Total operating expenses Operating income Non-operating income and loss: 7100 Interest income (note 6(aa)) 7010 Other income (notes 6(o), and(aa)) 7020 Other gains and losses-net (notes (h), (i), (m), (q), (s), (aa), (ab) and (ac) and 7) 7050 Finance costs (notes 6(q) and (aa) and 7) 7060 Share of profits (losses) of associates and joint ventures (note 6(h)) Total non-operating income and loss Income before income tax 7950 Less: Income tax expense (note 6(u)) Net income Other comprehensive income: 8310 Items that will not be reclassified subsequently to profit or loss 8311 Remeasurements of defined benefit plans (notes 6(t) and (v)) 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income (notes 6(v) and (ab)) 8320 Share of other comprehensive income of associates(notes 6(h) and (v)) 8349 Less: income tax related to items that will not be reclassified subsequently to profit or loss 8360 Items that may be reclassified subsequently to profit or loss 8361 Exchange differences on translation of foreign operations (note 6(v)) 8370 Share of other comprehensive income of associates and joint ventures (notes 6(h) and (v)) 8399 Less: income tax related to items that may be reclassified subsequently to profit or loss Other comprehensive income for the year, net of income tax Total comprehensive income for the year Net income attributable to: 8610 Shareholders of the Company 8620 Non-controlling interests Total comprehensive income attributable to: 8710 Shareholders of the Company 8720 Non-controlling interests Earnings per share (in New Taiwan dollars) (note 6(x)): 9750 Basic earnings per share 9850 Diluted earnings per share |
2020 Amount % $ 191,701,702 100 (164,874,913) (86) 26,826,789 14 (10,666,420) (6) (4,682,842) (2) (4,920,678) (3) 56,005 - (20,213,935) (11) 6,612,854 3 292,609 - 183,320 - 1,382,283 1 (757,999) - 499,569 - 1,599,782 1 8,212,636 4 (1,846,075) (1) 6,366,561 3 (51,838) - 176,109 - 287,056 - - - 411,327 - (652,622) - (86,899) - - - (739,521) - (328,194) - $ 6,038,367 3 $ 4,988,479 2 1,378,082 1 $ 6,366,561 3 $ 4,630,462 2 1,407,905 1 $ 6,038,367 3 $ 2.54 $ 2.51 |
2019 Amount % 169,754,115 100 (146,704,246) (86) 23,049,869 14 (9,413,953) (6) (3,476,106) (2) (3,896,408) (2) (35,315) - (16,821,782) (10) 6,228,087 4 288,657 - 215,570 - 1,224,188 1 (1,011,241) (1) (1,000,270) - (283,096) - 5,944,991 4 (1,535,347) (1) 4,409,644 3 (29,194) - 322,863 - 63,955 - - - 357,624 - (643,639) (1) (231,010) - - - (874,649) (1) (517,025) (1) 3,892,619 2 3,575,055 2 834,589 1 4,409,644 3 3,139,647 2 752,972 - 3,892,619 2 1.82 |
|---|---|---|
| 1.80 |
See accompanying notes to consolidated financial statements.
7
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) QISDA CORPORATION AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
| Balance at January 1, 2019 Effects of retrospective application Restated balance at January 1, 2019 Net income in 2019 Other comprehensive income in 2019 Total comprehensive income in 2019 Appropriation of earnings: Legal reserve Reversal of special reserve Cash dividends distributed to shareholders Changes in equity of associates and joint ventures accounted for using the equity method Disposal of financial assets measured at fair value through other comprehensive income by subsidiaries Distribution of cash dividend by subsidiaries to non-controlling interests Capital injection from non-controlling interests Difference between consideration and carrying amount arising from acquisition or disposal of shares in subsidiaries Changes in ownership interests in subsidiary Stock option compensation cost of subsidiary Changes in non-controlling interests Balance at December 31, 2019 Net income in 2020 Other comprehensive income in 2020 Total comprehensive income in 2020 Appropriation of earnings: Legal reserve Special reserve Cash dividends distributed to shareholders Changes in equity of associates and joint ventures accounted for using the equity method Distribution of cash dividend by subsidiaries to non-controlling interests Capital injection from non-controlling interests Difference between consideration and carrying amount arising from acquisition or disposal of shares in subsidiaries Changes in ownership interests in subsidiaries Stock option compensation cost of subsidiary Changes in non-controlling interests Disposal of financial assets measured at fair value through other comprehensive income Balance at December 31, 2020 |
Attr | ibutable to sharehol | ders of the Company | ders of the Company | ders of the Company | Non- controlling interests |
Total equity 39,859,646 (59,687) |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common stock | Capital surplus |
Reta | ined earnings | Total other equity interest | Total equity of the Company |
||||||||
| Legal reserve 1,422,973 - |
Special reserve | Unappropriated earnings |
Total retained earnings |
Foreign currency translation differences |
Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income 46,990 - |
Remeasurements of defined benefit plans |
Total other equity interest |
||||||
| $ 19,667,820 - |
2,146,076 - |
383,979 - |
8,994,893 (45,819) |
10,801,845 (45,819) |
128,329 - |
(343,741) - |
(168,422) - |
32,447,319 (45,819) |
7,412,327 (13,868) |
||||
| 19,667,820 | 2,146,076 | 1,422,973 | 383,979 | 8,949,074 | 10,756,026 | 128,329 | 46,990 | (343,741) | (168,422) | 32,401,500 | 7,398,459 | 39,799,959 | |
| - - |
- - |
- - |
- - |
3,575,055 - |
3,575,055 - |
- (785,841) |
- 367,740 |
- (17,307) |
- (435,408) |
3,575,055 (435,408) |
834,589 (81,617) |
4,409,644 (517,025) |
|
| - | - | - | - | 3,575,055 | 3,575,055 | (785,841) | 367,740 | (17,307) | (435,408) | 3,139,647 | 752,972 | 3,892,619 | |
| - - - - - - - - - - - |
- - - 61,100 - - - 10,242 3,235 - - |
403,506 - - - - - - - - - - |
- (215,557) - - - - - - - - - |
(403,506) 215,557 (1,671,765) - 4,678 - - - - - - |
- - (1,671,765) - 4,678 - - - - - - |
- - - - - - - - - - - |
- - - - (4,678) - - - - - - |
- - - - - - - - - - - |
- - - - (4,678) - - - - - - |
- - (1,671,765) 61,100 - - - 10,242 3,235 - - |
- - - 1,631 - (481,403) 109,341 (265,028) (3,235) 5,247 6,573,651 |
- - (1,671,765) 62,731 - (481,403) 109,341 (254,786) - 5,247 6,573,651 |
|
| 19,667,820 - - |
2,220,653 | 1,826,479 | 168,422 - - |
10,669,093 | 12,663,994 | (657,512) - (756,355) |
410,052 - 459,397 |
(361,048) - (61,059) |
(608,508) - (358,017) |
33,943,959 4,988,479 (358,017) |
14,091,635 1,378,082 29,823 |
48,035,594 | |
| - - |
- - |
4,988,479 - |
4,988,479 - |
6,366,561 (328,194) |
|||||||||
| - | - | - | - | 4,988,479 | 4,988,479 | (756,355) | 459,397 | (61,059) | (358,017) | 4,630,462 | 1,407,905 | 6,038,367 | |
| - - - - - - - - - - - |
- - - (124,813) - - (168,911) (47,428) - - - |
357,505 - - - - - - - - - - |
- 440,086 - - - - - - - - - |
(357,505) (440,086) (1,475,086) - - - (732,682) - - - 298,120 |
- - (1,475,086) - - - (732,682) - - - 298,120 |
- - - - - - - - - - - |
- - - - - - - - - - (298,120) |
- - - - - - - - - - - |
- - - - - - - - - - (298,120) |
- - (1,475,086) (124,813) - - (901,593) (47,428) - - - |
- - - 3,279 (953,794) 163,598 (2,331,395) 47,428 9,381 10,499,682 - |
- - (1,475,086) (121,534) (953,794) 163,598 (3,232,988) - 9,381 10,499,682 - |
|
| $ 19,667,820 |
1,879,501 | 2,183,984 | 608,508 | 12,950,333 | 15,742,825 | (1,413,867) | 571,329 | (422,107) | (1,264,645) | 36,025,501 | 22,937,719 | 58,963,220 |
See accompanying notes to consolidated financial statements.
8
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) QISDA CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the years ended December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars)
| Cash flows from operating activities: Income before income tax Adjustments for: Adjustments to reconcile profit or loss: Depreciation Amortization Expected credit loss (reversal of impairment loss) Interest expense Interest income Dividend income Share-based compensation cost Share of losses (profits) of associates and joint ventures Loss on disposal of property, plant and equipment Gain on disposal of non-current assets held for sale Gain on disposal of investments Gain on bargain purchase Impairment loss on non-financial assets Total adjustments to reconcile profit Changes in operating assets and liabilities: Changes in operating assets: Increase in financial assets at fair value through profit or loss Decrease in notes and accounts receivable Decrease (increase) in notes and accounts receivable from related parties Decrease (increase) in other receivable Increase in other receivable from related parties Decrease in inventories Decrease (increase) in other current assets Increase in other non-current assets Net changes in operating assets Changes in operating liabilities: Increase in financial liabilities at fair value through profit or loss Increase (decrease) in notes and accounts payable Increase (decrease) in accounts payable to related parties Increase (decrease) in other payable to related parties Increase in provisions Decrease in contract liabilities Increase (decrease) in other payables and other current liabilities Decrease in other non-current liabilities Net changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash provided by operations Interest received Dividends received Interest paid Income taxes paid Net cash provided by operating activities |
2020 $ 8,212,636 3,231,959 643,665 (56,005) 757,999 (292,609) (71,863) 9,381 (499,569) 138 - (690,884) - 6,585 3,038,797 (74,056) 1,516,316 (884,563) (68,086) (17,949) 329,998 (353,054) (113,240) 335,366 62,902 2,820,049 283,246 (1,237) 241,706 (167,797) 856,091 (62,441) 4,032,519 4,367,885 7,406,682 15,619,318 277,138 367,769 (833,269) (862,207) 14,568,749 |
2019 5,944,991 2,849,596 437,162 35,315 1,011,241 (288,657) (55,060) 5,247 1,000,270 16,478 (1,775) (440,789) (26,175) - 4,542,853 (922) 49,251 701,655 12,118 (16,954) 1,606,880 610,357 (460,049) 2,502,336 2,071 (2,232,928) (423,805) 3,994 18,319 (226,513) (504,618) (48,012) (3,411,492) (909,156) 3,633,697 9,578,688 272,616 765,669 (948,558) (1,193,114) 8,475,301 |
|---|---|---|
See accompanying notes to consolidated financial statements.
8-1
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) QISDA CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Continued)
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from investing activities: Purchase of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Proceeds from capital reduction of financial assets at fair value through other comprehensive income Purchase of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss Purchase of investments accounted for using the equity method Proceeds from disposal of investments accounted for using the equity method Cash decrease in disposal groups classified as held for sale Proceeds from disposal of non-current assets held for sale Additions to property, plant and equipment Proceeds from disposal of property, plant and equipment Additions to intangible assets Additions to investment property Decrease (increase) in other financial assets Acquisition of subsidiaries, net of cash received from Net cash flows used in investing activities Cash flows from financing activities: Increase in short-term borrowings Decrease in short-term borrowings Decrease in short-term notes and bills payable Increase in long-term debt Repayments of long-term debt Increase in guarantee deposits received Payment of lease liabilities Cash dividends distributed to shareholders Cash dividends paid to non-controlling interests Acquisition of subsidiary’s interests from non-controlling interests Proceeds from disposal of subsidiary’s interests (without losing control) Capital injection from non-controlling interests Net cash used in financing activities Effects of foreign exchange rate changes Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
2020 $ (61,500) 259,792 49,878 (579,752) 953,451 (635,525) 20,000 (107,704) - (4,722,802) 137,680 (232,477) (6,148) 1,695,224 1,952,767 (1,277,116) 5,549,460 (7,384,732) - 16,566,501 (10,878,626) 15,579 (505,312) (1,475,086) (953,794) (3,232,988) - 163,598 (2,135,400) 603,678 11,759,911 10,780,507 $ 22,540,418 |
2019 (265,241) 14,117 - (1,285,000) 1,154,900 - 396,967 - 6,131 (2,533,632) 27,016 (121,414) (98) (4,600,235) 953,871 (6,252,618) 15,207,301 (12,241,274) (130,000) 18,274,062 (20,541,109) 1,288,059 (450,383) (1,671,765) (481,403) (330,850) 77,734 109,341 (890,287) (170,546) 1,161,850 9,618,657 10,780,507 |
|---|---|---|
See accompanying notes to consolidated financial statements.
9
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) QISDA CORPORATION AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)
1. Organization and business
Qisda Corporation (the “Company”) was incorporated on April 21, 1984, as a company limited by shares under the laws of the Republic of China (“ R.O.C.” ) and registered under the Ministry of Economic Affairs, R.O.C. The address of the Company’s registered office is No. 157, Shan-Ying Road, Gueishan, Taoyuan, Taiwan. The Company and subsidiaries (collectively the “Group”) are engaged in the sales, manufacturing and services of high-end monitors and opto-mechatronics products; the sales and services of smart business solution; the sales, manufacturing and services of medical equipments; providing medical services; as well as the research, development, design, manufacturing and sale of broadband products, wireless network products and computer network system equipment.
2. Authorization of the consolidated financial statements:
These consolidated financial statements were authorized for issue by the Board of Directors on March 23, 2021.
3. Application of New and Revised Accounting Standards and Interpretations:
- (a) Impact of adoption of new, revised or amended standards and interpretations endorsed by the Financial Supervisory Commission, R.O.C. (“FSC”).
The Group has initially adopted the following new amendments, which do not have a significant impact on its consolidated financial statements, from January 1, 2020:
-
●Amendments to IFRS 3 “Definition of a Business”
-
●Amendments to IFRS 9, IAS39 and IFRS7 “Interest Rate Benchmark Reform”
-
●Amendments to IAS 1 and IAS 8 “Definition of Material”
-
-
-
●Amendments to IFRS 16 “COVID-19 Related Rent Concessions”
-
(b) The impact of IFRS endorsed by the FSC but not yet effective
The Group assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2021, would not have a significant impact on its consolidated financial statements:
-
●Amendments to IFRS 4 “Extension of the Temporary Exemption from Applying IFRS 9”
-
-
-
●Amendments to IFRS 9, IAS39, IFRS7, IFRS 4 and IFRS 16 “Interest Rate Benchmark Reform Phase 2”
(Continued)
10
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- (c) The impact of IFRS issued by IASB but not yet endorsed by the FSC
The following new and amended standards, which may be relevant to the Group, have been issued by the International Accounting Standards Board (IASB), but have yet to be endorsed by the FSC:
Standards or Effective date per Interpretations Content of amendment IASB Amendments to IAS 1 The amendments aim to promote consistency January 1, 2023 “Classification of Liabilities as in applying the standards by helping Current or Non-current” companies determine whether, in the 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.
The Group is evaluating the impact of its initial adoption of the abovementioned standards or interpretations on its consolidated financial position and consolidated financial performance. The results thereof will be disclosed when the Group completes its evaluation.
The Group does not expect the following new and amended standards, which have yet to be endorsed by the FSC, to have a significant impact on its consolidated financial statements:
-
●Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets Between an Investor and Its Associate or Joint Venture”
-
●IFRS 17 “ Insurance Contracts” and amendments to IFRS 17 “ Insurance Contracts”
-
-
-
●Amendments to IAS 16 “Property, Plant and 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”
-
●Amendments to IAS 1 “Disclosure of Accounting Policies”
-
●Amendments to IAS 8 “Definition of Accounting Estimates”
(Continued)
11
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
4. Summary of significant accounting policies:
The significant accounting policies presented in the consolidated financial statements are summarized as follows and have been applied consistently to all periods presented in these financial statements.
(a) Statement of compliance
The Group’ s accompanying consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (the “Regulations”) and the IFRSs, IASs, IFRIC Interpretations, and SIC Interpretations endorsed and issued into effect by the FSC (collectively as “Taiwan-IFRSs”).
(b) Basis of preparation
(i) Basis of measurement
The accompanying consolidated financial statements have been prepared on a historical cost basis except for the following items in the balance sheets:
-
1) Financial instruments measured at fair value through profit or loss (including derivative financial instruments and contingent consideration measured at fair value);
-
2) Financial assets measured at fair value through other comprehensive income; and
-
3) Net defined benefit liabilities (assets) are recognized as the present value of the defined benefit obligation less the fair value of the plan assets and the effect of the asset ceiling mentioned in note 4(t).
(ii) Functional and presentation currency
The functional currency of each Group entity is determined based on the primary economic environment in which the entity operates. The Group’s consolidated financial statements are presented in New Taiwan dollars, which is the Company’s functional currency. Except when otherwise indicated, all financial information presented in New Taiwan dollars has been rounded to the nearest thousand.
(c) Basis of consolidation
- (i) Principles of preparation of the consolidated financial statements
The accompanying consolidated financial statements incorporate the financial statements of the Company and its controlled entities (the subsidiaries) in which the Company is exposed, or has right, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.
The financial statements of the subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. All significant inter-company transactions, balances and resulting unrealized income and loss are eliminated on consolidation. Total comprehensive income (loss) of a subsidiary is attributed to the shareholders of the Company and the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
(Continued)
12
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
When necessary, financial statements of subsidiaries are adjusted to align the accounting policies with those adopted by the Company.
Changes in the Group’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. The difference between the adjustment of the noncontrolling interests and the fair value of the consideration paid or received is recognized in equity and attributed to the shareholders of the Company.
- (ii) List of subsidiaries in the consolidated financial statements
The subsidiaries included in the consolidated financial statements were as follows:
| Name of Investor The Company The Company The Company The Company The Company The Company The Company The Company The Company QLLB QLLB QLLB QCHK/ QCES QCHK QCHK |
Name of Investee Qisda Sdn. Bhd. (“QLPG”) Qisda America Corp. (“QALA”) Qisda Japan Co., Ltd. (“QJTO”) BenQ Dialysis Technology Corp. (“BDT”) Qisda Optronics Corp. (“QTOS”) Darly Venture (L) Ltd. (“Darly”) Darly Venture Inc. (“APV”) Qisda Vietnam Co., Ltd (“QVH”) Qisda (L) Corp. (“QLLB”) Qisda (Suzhou) Co., Ltd. (“QCSZ”) Qisda (Hong Kong) Limited (“QCHK”) BenQ Medical (Shanghai) Co., LTD (“BMSH”) Qisda (Shanghai) Co., Ltd. (“QCSH”) Qisda Electronics (Suzhou) Co., Ltd. (“QCES”) Qisda Optronics (Suzhou) Co., Ltd. (“QCOS”) |
Main Business and Products Leasing and management services Sales of electronic products Sales and maintenance of electronic products in Japanese market Manufacture and sales of medical consumables and equipment Manufacture of computer peripheral products Investment and holding activity Investment and holding activity Manufacture of monitors Investment and holding activity Manufacture of monitors and communication devices Investment and holding activity Sales of medical consumables and equipment Manufacture of monitors Manufacture of monitors Manufacture of projectors |
Percentage of Ownership December 31, 2020 December 31, 2019 Note % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 92.86 % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - |
|---|---|---|---|
(Continued)
13
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Name of Investor QCHK APV/Darly 2/ Darly C The Company BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ/Darly/ Darly 2 BenQ/BQP BQP BQP BQP BQP BQP |
Name of Investee Qisda Precision Industry (Suzhou) Co., Ltd. (“QCPS”) BenQ ESCO Corp. (“BES”) BenQ Corp. (“BenQ”) BenQ (Hong Kong) Limited (“BQHK”) BenQ Europe B.V. (“BQE”) BenQ Asia Pacific Corp. (“BQP”) BenQ America Corporation (“BQA”) BenQ Latin America Corp. (“BQL”) Mainteq Europe B.V. (“MQE”) Darly2 Venture Co., Ltd. (“Darly 2”) BenQ Intelligent Technology (Hong Kong) Co., Ltd. (“BQHK_HLD”) BenQ INFTY Lab Ltd. (“INF”) BenQ Guru Holding Limited (“GSH”) PT BenQ Teknologi Indonesia (“BQid”) BenQ Korea Co., Ltd. (“BQkr”) BenQ Japan Co., Ltd. (“BQjp”) BenQ Australia Pty Ltd. (“BQau”) BenQ (M.E.) FZE (“BQme”) BenQ India Private Ltd. (“BQin”) |
Main Business and Products Manufacture of plastic parts Energy service Manufacture and sales of brand name electronic products Investment and holding activity Sales of brand-name electronic products in European markets Sales of brand-name electronic products in Asia markets Sales of brand-name electronic products in North America markets Sales of brand-name electronic products in Latin America markets Maintenance of brand-name monitors and projectors in European markets Investment and holding activity Sales of brand-name electronic products in HK markets Assembly and sales of gaming electronic products Investment and holding activity Sales of brand-name electronic products Providing administration and management service to affiliates Sales of brand-name electronic products Sales of brand-name electronic products Sales of brand-name electronic products Sales of brand-name electronic products |
Percentage of Ownership December 31, 2020 December 31, 2019 Note % 100.00 % 100.00 - % 83.00 % 83.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - |
|---|---|---|---|
(Continued)
14
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Name of Investor BQP BQP BQP BQHK BQHK_HLD BQHK_HLD BQHK_HLD GSH GSH/APV BQA BenQ/BQL BQL BQL Joytech/ Vividtech BQmx/BQL BQE BQE BQE BQE BQE BQE BQE BQE |
Name of Investee BenQ Singapore Pte Ltd. (“BQsg”) BenQ Service & Marketing (M) Sdn. Bhd (“BQmy”) BenQ (Thailand) Co., Ltd. (“BQth”) BenQ Co., Ltd. (“BQC”) BenQ Technology (Shanghai) Co., Ltd. (“BQls”) ShengCheng Trading (Shanghai) Co., Ltd (“BQsha_EC2”) BenQ Intelligent Technology (Shanghai) Co., Ltd (“BQC_RO”) Guru Systems (Suzhou) Co., Ltd. (“GSS”) BenQ GURU Corp. (“GST”) BenQ Canada Corp. (“BQca”) BenQ Mexico S. de R.L. de C.V. (“BQmx”) Joytech LLC. (“Joytech”) Vividtech LLC. (“Vividtech”) MaxGen Comercio Industrial Imp E Exp Ltda. (“MaxGen”) BenQ Service de Mexico S. de R.L. de C.V. (“BQsm”) BenQ UK Limited (“BQuk”) BenQ Deutschland GmbH (“BQde”) BenQ Iberica S.L. Unipersonal (“BQib”) BenQ Austria GmbH (“BQat”) BenQ Benelux B.V. (“BQnl”) BenQ Italy S.R.L. (“BQit”) BenQ France SAS (“BQfr”) BenQ Nordic A.B. (“BQse”) |
Main Business and Products Sales of brand-name electronic products Sales of brand-name electronic products Sales of brand-name electronic products Lease of real estate Sales of brand-name electronic products Sales of brand-name electronic products Sales of brand name electronic products in China markets R&D and sales of computer information systems R&D and sales of computer information systems Sales of brand-name electronic products Sales of brand-name electronic products Investment and holding activity Investment and holding activity Sales of brand-name electronic products Providing administration and management service to affiliates Sales of brand-name electronic products Sales of brand-name electronic products Sales of brand-name electronic products Sales of brand-name electronic products Sales of brand-name electronic products Sales of brand-name electronic products Sales of brand-name electronic products Sales of brand-name electronic products |
Percentage of Ownership December 31, 2020 December 31, 2019 Note % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 99.96 % 99.96 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 100.00 % 100.00 - |
|---|---|---|---|
(Continued)
15
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Name of Investor BQE APV/Darly 2 The Company/ BenQ/Darly/ APV/ Darly2 BBHC BBM BBM/BIC BBM BBM BBM The Company BBC BBC BBC BenQ/APV/ Darly 2 BMTC BMTC BMTC BMTC BMTC |
Name of Investee BenQ LLC. (“BQru”) Darly Consulting Corporation (“Darly C”) BenQ BM Holding Cayman Corp. (“BBHC”) BenQ BM Holding Corp. (“BBM”) Nanjing BenQ Hospital Co., Ltd. (“NMH”) Suzhou BenQ Hospital Co., Ltd. (“SMH”) BenQ Hospital Management Consulting (Nanjing) Co., Ltd. (“NMHC”) BenQ Healthcare Consulting Corporation (“BHCC”) Suzhou BenQ Investment Co., Ltd. (“BIC”) BenQ Biotech (Shanghai) Co., Ltd (“BBC”) Guangxi Youshan Medical Technology Co.,Ltd. (“Youshan”) Wangcheng Medical Technology (Chengdu) Co., Ltd (“Wangcheng”) Shanghai Filter Technology Co.,Ltd(“ Filter”) BenQ Medical Technology Corp. (“BMTC”) Highview Investments Limited (“Highview”) Asiaconnect International Company (“Asiaconnect”) LILY Medical Corporation (“LILY”) BenQ AB DentCare Corporation (“BABD”) BenQ Healthcare Corporation (“BHS”) (Formerly BenQ Hearing Solution Corporation) |
Main Business and Products Providing administration and management service to affiliates Investment management consulting Investment and holding activity Investment and holding activity Hospital Hospital Medical management consulting Medical management consulting Investment and holding activity Manufacture and sales of medical consumables and equipment Medical services Medical services Medical services Manufacture and sales of medical consumables and equipment Investment and holding activity Sales of medical consumables and equipment Sales of medical consumables and equipment Sales of medical consumables and equipment Sales of medical consumables and equipment |
Percentage of Ownership December 31, 2020 December 31, 2019 Note % 100.00 % 100.00 - % 100.00 % 100.00 - % 70.05 % 70.05 - % 70.05 % 70.05 - % 70.05 % 70.05 - % 70.05 % 70.05 - % 70.05 % 70.05 - % 70.05 % 70.05 - % 70.05 % 70.05 - % 70.00 % 70.00 Note 6 % 38.50 - Notes 2 and 7 % 49.00 - Notes 2 and 4 % 70.00 - Note 4 % 54.96 % 54.96 - % 54.96 % 54.96 - % 54.82 % 54.82 - % 54.96 % 54.96 - % 48.36 % 48.36 Note 2 % 54.96 % 54.96 - (Continued) |
|---|---|---|---|
16
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Name of Investor BMTC Highview LILY BHS The Company/ BenQ/APV/ Darly C BMC BMC BMLB BMLB BMLB BMLB SMS The Company/ APV/ Darly2 PTT PTT/PTE PTT PTT |
Name of Investee EASTECH CO., LTD. (“EASTECH”) BenQ Medical Technology (Shanghai) Ltd. (“BMTS”) LILY Medical (Suzhou) Co., Ltd. (“ALS”) New Best Hearing International Trade Co. Ltd. (“NBHIT”) BenQ Material Corp. (“BMC”) BenQ Materials (L) Co. (“BMLB”) Sigma Medical Supplies Corp. (“SMS”) BenQ Material (Suzhou) Co., Ltd. (“BMS”) Daxon Biomedical (Suzhou) Co., Ltd. (“DTB”) BenQ Materials (Wuhu) Co., Ltd. BenQ Materials Medical Supplies (Suzhou) Co., Ltd (“BMM”) Suzhou Sigma Medical Supplies Co., Ltd. (“SMSZ”) Partner Tech Corp. (“PTT”) P&J Investment Holding Co., Ltd. (B.V.I) (“P&J”) Partner Tech UK Corp., Ltd. (“PTUK”) Webest Solution Corporation (“WEBEST”) Mace Digital Corporation(“PTMG”) |
Main Business and Products Sales of medical consumables and equipment Agency of international and entrepot trade business Sales of medical consumables and equipment Sales of medical consumables and equipment R&D, manufacture and sales of optoelectronics film Investment and holding activity Manufacture and sales of medical consumables and equipment Manufacture of optoelectronics film Sales of medical consumables Manufacture and sales of optoelectronics film Manufacture and sales of medical consumables Manufacture and sales of medical consumables and equipment Manufacture, sales and import and export of POS terminals and peripherals Investment and holding activity Sales, import and export of electronic products Sales, import and export of electronic products Software development and Sales of product |
Percentage of Ownership December 31, 2020 December 31, 2019 Note % 38.47 - Notes 2 and 7 % 54.96 % 54.96 - % 54.96 % 54.96 - % 28.58 % 28.58 Note 2 % 43.56 % 43.56 Note 3 % 43.56 % 43.56 Note 3 % 43.56 % 43.56 Note 3 % 43.56 % 43.56 Note 3 % 43.56 % 43.56 Note 3 % 43.56 % 43.56 Note 3 % 43.56 % 43.56 Notes 3 and 5 % 43.56 % 43.56 Note 3 % 68.23 % 68.23 - % 68.23 % 68.23 - % 64.34 % 64.34 - % 68.23 % 68.23 - % 35.74 - Notes 2 and 4 |
|---|---|---|---|
(Continued)
17
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Name of Investor PTT/WEBEST PTT PTT/WEBEST PTT PTE PTE PTME P&J P&S P&S PTT/WEBEST PTT The Company/ APV/ Darly2 DFI DFI DFI DFI |
Name of Investee Partner Tech Middle East FZCO (“PTME”) Partner-Tech Europe GmbH (“PTE”) Partner Tech North Africa (“PTNA”) Epoint Systems Pte. Ltd. (“PTSE”) Sloga Team D.o.o (“Sloga”) Retail Solution & System S.L. (“RSS”) E-POS International LLC (“E-POS”) P&S Investment Holding Co., Ltd. (B.V.I.) (“P&S”) Partner Tech USA Inc. (“PTU”) Partner Tech (Shanghai) Co., Ltd. (“PTCM”) La Fresh information Co., Ltd. (“PTTN”) Corex (Pty) Ltd. (“PCX”) DFI Inc. (“DFI”) DFI AMERICA, LLC DFI Co., Ltd. Yan Tong Technology Ltd. Diamond Flower Information (NL) B.V. |
Main Business and Products Sales, import and export of electronic products Sales, import and export of electronic products Sales, import and export of electronic products Software development and Sales of product Sales, import and export of electronic products Sales, import and export of electronic products Sales, import and export of electronic products Investment and holding activity Sales, import and export of electronic products Sales, import and export of electronic products Software development and Sales of product Sales, import and export of electronic products Manufacture and sales of industrial motherboards and component Sales, import and export of electronic products Sales, import and export of electronic products Investment and holding activity Sales of industrial motherboards |
Percentage of Ownership December 31, 2020 December 31, 2019 Note % 68.23 % 68.23 - % 34.13 % 34.13 Note 2 % 39.70 % 39.70 Note 2 % 34.18 % 34.18 Note 2 % 30.72 % 30.72 Note 2 % 23.21 % 23.21 Note 2 % 68.23 % 68.23 Note 9 % 68.23 % 68.23 - % 68.23 % 68.23 - % 68.23 % 68.23 - % 34.55 % 34.55 Note 2 % 68.23 % 68.23 Note 8 % 55.09 % 55.09 - % 55.09 % 55.09 - % 55.09 % 55.09 - % 55.09 % 55.09 - % 55.09 % 55.09 - |
|---|---|---|---|
(Continued)
18
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Name of Investor Yan Tong Technology Ltd. Yan Tong Technology Ltd. DFI AEWIN AEWIN WISE WAY BRIGHT PROFIT Aewin Beijing Technologies Co., Ltd. DFI ACE ACE/Proton ACE Cyber South Cyber South Cyber South |
Name of Investee Yan Tong Infotech (Dongguan) Co., Ltd. Yan Ying Hao Trading (ShenZhen) Co., Ltd Aewin Technologies Co., Ltd. (“AEWIN”) WISE WAY AEWIN TECH INC. BRIGHT PROFIT Aewin Beijing Technologies Co., Ltd. Aewin (Shenzhen) Technologies Co., Ltd. Ace Pillar Co., Ltd. (“ACE”) Cyber South Management Ltd. (Cyber South,Samoa) Tianjin Ace Pillar Co., Ltd. Hong Kong Ace Pillar Enterprise Company Limited Proton Inc. (Proton) Ace Tek (HK) Holding Co., Ltd. (Ace Tek) Suzhou Super Pillar Automation Equipment Co., Ltd. |
Main Business and Products Manufacture and sale of industrial motherboards and component Wholesale, import and export of industrial motherboards and component Manufacture and sale of industrial motherboards and component Investment and holding activity Wholesale of computer peripheral products and software Investment and holding activity Wholesale of computer peripheral products and software Wholesale of computer peripheral products and software Sales of automation mechanical transmission system and component Investment and holding activity Sales of automation mechanical transmission system and component Sales of automation mechanical transmission system and component Investment and holding activity Investment and holding activity Manufacture of automation mechanical transmission system and component |
Percentage of Ownership December 31, 2020 December 31, 2019 Note % 55.09 % 55.09 - % 55.09 % 55.09 - % 28.01 % 27.95 Notes 2 and 6 % 28.01 % 27.95 Notes 2 and 6 % 28.01 % 27.95 Notes 2 and 6 % 28.01 % 27.95 Notes 2 and 6 % 28.01 % 27.95 Notes 2 and 6 % 28.01 % 27.95 Notes 2 and 6 % 18.49 % 14.66 Notes 1 and 6 % 18.49 % 14.66 Notes 1 and 6 % 18.49 % 14.66 Notes 1 and 6 % 18.49 % 14.66 Notes 1 and 6 % 18.49 % 14.66 Notes 1 and 6 % 18.49 % 14.66 Notes 1 and 6 % 18.49 % 14.66 Notes 1 and 6 |
|---|---|---|---|
(Continued)
19
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Name of Investor Cyber South Cyber South Ace Tek The Company/ Darly2 K2 K2 K2 The Company/ APV/Darly2 DIC DMC The Company EASC The Company/ APV/ Darly2 Topview Messoa The Company |
Name of Investee Grace Transmission (Tianjin) Co., Ltd. Xuchang Ace AI Equipment Co., Ltd. Advancedtek ACE (TJ) Inc. K2 International Medical Inc. (“K2”) K2 Medical (Thailand) Co., Ltd. K2 (Shanghai) International Medical Inc. PT. Frismed Hoslab Indonesia Data Image Corporation (“DIC”) Data Image (Mauritius) Corporation (“DMC”) Data Image (Suzhou) Corporation Expert Alliance Systems & Consultancy (HK) Company Limited (“EASC”) Expert Alliance Smart Technology Co. Ltd. Topview Optronics Corporation (“Topview”) Messoa Technologies Inc. (“Messoa”) Messoa Technologies Inc. (USA) Sysage Technology Co., Ltd. (“Sysage”) |
Main Business and Products Manufacture of automation mechanical transmission system and component Wholesale of industrial robot and component Electronic system integration Sales of medical consumables and equipment Sales of medical consumables Sales of medical consumables Sales of medical consumables Manufacture and sales of marine display modules Investment and holding activity Manufacture and sales of LCD Sales of brand-name electronic products and smart services Sales of brand-name electronic products and smart services Manufacture, sales and import and export of video surveillance cameras Sales, and import and export of video surveillance cameras Sales, and import and export of video surveillance cameras and maintenance services The agent sales and trading of network software and information and communication hardware and software. |
Percentage of Ownership December 31, 2020 December 31, 2019 Note % 18.49 % 14.66 Notes 1 and 6 % 18.49 % 14.66 Notes 1 and 6 % 18.49 % 14.66 Notes 1 and 6 % 40.00 % 37.56 Note 1 % 19.60 % 18.40 Note 1 % 24.04 % 22.57 Notes 1 and 6 % 26.80 - Notes 1 and 7 % 38.35 % 35.29 Note 1 % 38.35 % 35.29 Note 1 % 38.35 % 35.29 Note 1 % 54.00 % 54.00 Note 6 % 54.00 % 54.00 Note 6 % 33.56 % 33.43 Notes 1 and 6 % 13.69 % 13.63 Notes 1 and 6 % 13.69 % 13.63 Notes 1 and 6 % 35.04 % 35.04 Notes 1 and 6 |
|---|---|---|---|
(Continued)
20
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Name of Investor Sysage/NEO TREND Sysage/NEO TREND Sysage Sysage/Ginnet The Company/ APV/ Darly2 Simula Simula Simula /Aspire Asia Inc. Aspire Asia Inc. Aspire Electronics Corp. Simula Company Limited The Company/ APV GSC GSC The Company /APV/ Darly2/ Darly C Alpha Alpha |
Name of Investee Global Intelligence Network Co., Ltd. (“Ginnet”) Epic Cloud Information Integration Corporation Neo Trend Tech Corporation (“NEO TREND”) Dawning Technology Inc. (“Dawningtech”) Simula Technology Inc. (“Simula”) Aspire Asia Inc. Simula Technology Corp. Simula Company Limited Aspire Electronics Corp. Opti Cloud Technologies, Inc. Simula Technology (ShenZhen) Co., Ltd. Golden Spirit Co., Ltd. (“GSC”) Bigmin Bio-Tech Company Ltd. E-Strong Medical Technology Co., Ltd. (“ESM”) Alpha Networks Inc. (“Alpha”) Alpha Holdings Inc. (“Alpha Holdings”) Alpha Solutions Co., Ltd. (“Alpha Solutions”) |
Main Business and Products Sales of network and information and communication hardware and software. Software and data processing services Telecommunications engineering Sales of network and information hardware and software. Manufacture and sales of electronic material Investment and holding activity Sales in North America Investment and holding activity Investment and holding activity Development of High-speed optical transmission cable and module product technology Manufacture of electronic connector, socket and plastic hardware Sale of alcohol and medical disinfectant Sale of alcohol and medical disinfectant Manufacture of alcohol and dialysate Manufacture and sales of broadband products, wireless network products and computer network system equipment Investment holding Sale of network equipment, components and technical services |
Percentage of Ownership December 31, 2020 December 31, 2019 Note % 27.84 % 21.77 Notes 1 and 6 % 33.29 % 24.53 Notes 1 and 6 % 35.04 - Notes 1 and 4 % 14.55 % 13.70 Notes 1 and 6 % 51.27 - Note 7 % 51.27 - Note 7 % 51.27 - Note 7 % 51.27 - Note 7 % 48.76 - Notes 1 and 7 % 26.24 - Notes 1 and 7 % 51.27 - Note 7 % 100.00 - Note 7 % 100.00 - Note 7 % 66.57 - Note 7 % 59.87 Note 6(h) Note 7 % 59.87 - Note 7 % 59.87 - Note 7 |
|---|---|---|---|
(Continued)
21
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Name of Investor Alpha Alpha Alpha Alpha Alpha D-Link Asia D-Link Asia Alpha Dongguan Alpha HK Enrich Investment Alpha Hitron Technologies Hitron Technologies Hitron Technologies Hitron Technologies Hitron Technologies Hitron Samoa |
Name of Investee Alpha Networks Inc. (“Alpha USA”) Alpha Technical Services Inc. (“ATS”) Alpha Networks (Hong Kong) Limited (“Alpha HK”) Enrich Investment Corporation (“Enrich Investment”) D-Link Asia Investment Pte,Ltd. (“D-Link Asia”) Alpha Networks (Dongguan) Co., Ltd. (“Alpha Dongguan”) Alpha Networks (Chengdu) Co., Ltd. (“Alpha Chengdu”) Mirac Networks (Dongguan) Co., Ltd. Alpha Networks (Changshu) Co., Ltd. (“Alpha Changshu”) Transnet Corporation (“Transnet”) Hitron Technologies Inc. (“Hitron Technologies”) Hitron Technologies (Samoa) Inc (“Hitron Samoa”) Hitron Technologies Europe Holding B.V. (“Hitron Europe”) Hitron Technologies (Americas) Inc. (“Hitron Americas”) Innoauto Technologies Inc. (“Innoauto Technologies”) Hitron Technologies (Vietnam) Inc. (“Hitron Vietnam”) Hitron Technologies (SIP) Inc. (“Hitron Suzhou”) |
Main Business and Products Sale, marketing and procurement service in USA Post-sale service Investment holding Investment holding Investment in manufacturing business Production and sale of network products Research and development of network products Production and sale of network products Production and sale of network products Operating in network communication products, provide system support services, integrated supply and import and export of network equipment Marketing on system integration and production and sales of telecommunication products International trade International trade International trade Investment and automotive electronics products Production and sale of broadband telecommunications products Production and sale of broadband telecommunications products |
Percentage of Ownership December 31, 2020 December 31, 2019 Note % 59.87 - Note 7 % 59.87 - Note 7 % 59.87 - Note 7 % 59.87 - Note 7 % 59.87 - Note 7 % 59.87 - Note 7 % 59.87 - Note 7 % 59.87 - Note 7 % 59.87 - Note 7 % 59.87 - Note 7 % 37.26 - Notes 2 and 7 % 37.26 - Notes 2 and 7 % 37.26 - Notes 2 and 7 % 37.26 - Notes 2 and 7 % 37.26 - Notes 2 and 7 % 37.26 - Notes 2 and 7 % 37.26 - Notes 2 and 7 |
|---|---|---|---|
(Continued)
22
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Name of Investor Hitron Samoa Hitron Technologies/ Enrich Investment Interactive Digital |
Name of Investee Jietech Trading (Suzhou) Inc. (“Jietech Suzhou”) Interactive Digital Technologies Inc. (“Interactive Digital”) Hwa Chi Technologies (Shanghai) Inc. (“Hwa Chi Technologies”) |
Main Business and Products Sale of broadband network products and related services Telecommunication and broadband network system services Technical consultation on electronic communication, technology research and development, maintenance and after-sale service |
Percentage of Ownership December 31, 2020 December 31, 2019 Note % 37.26 - Notes 2 and 7 % 20.59 - Notes 2 and 7 % 20.59 - Notes 1 and 7 |
|---|---|---|---|
-
Note 1: Although the Group did not own more than half of the voting rights of the entities, the Group owns more than half of their total number of directors; therefore, it is determined that the Group has control over these entities. Hence, the entities have been included in the Group’s consolidated entities.
-
Note 2: The Group did not own more than half of the ownership of the entities. As the Group owns more than half of the voting rights, directly and indirectly, and has the power to control the management and operating policies of the entities, the entities have been included in the Group’s consolidated entities.
-
Note 3: The Group owned 43.56% of the voting rights and is the single largest shareholder of BMC. Since the remaining 56.44% ownership was not concentrated within specific shareholders and there was no indication that all other shareholders exercise their votes collectively, the Group can obtain more than half of the voting rights at BMC’s shareholders' meeting and has substantial control over BMC and its subsidiaries, who have been included in the Group’s consolidated entities.
-
Note 4: Filter, Wangcheng , PTMG and NEO TREND were newly established in 2020. Note 5: BMM was newly established in 2019.
Note 6: In 2019, the Group obtained control over the entities. Therefore, the entities have been included in the Group’ s consolidated entities.
- Note 7: In 2020, the Group obtained control over the entities. Therefore, the entities have been included in the Group’ s consolidated entities.
Note 8: PTA was merged into PCX due to the organizational restructuring in 2019. PCX is the surviving company. PTA is the dissolved company.
- Note 9: PTME originally held 100% ownership of E-POS, however, because of certain legal restrictions, the 51% ownership of E-POS was registered under the name of other parties.
(iii) List of subsidiaries which are not included in the consolidated financial statements: None.
(Continued)
23
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(d) Foreign currency
(i) Foreign currency transactions
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. At the end of each reporting period (“ the reporting date” ), monetary items denominated in foreign currencies are translated into the functional currencies using the exchange rate at that date. Non-monetary items denominated in foreign currencies that are measured at fair value are translated into functional currencies using the exchange rate at the date that the fair value was determined. Non-monetary items denominated in foreign currencies that are measured at 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 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 from acquisition, are translated into the presentation currency of the Group’ s consolidated financial statements at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into the presentation currency of the Group’ s consolidated financial statements at the average exchange rates for the period. All resulting exchange differences are recognized in other comprehensive income.
When a foreign operation is disposed of such that control, joint control, or significant influence is lost, the accumulated exchange differences related to that foreign operation is reclassified to profit or loss. In the case of a partial disposal that does not result in the Group losing control over a subsidiary, the proportionate share of the accumulated exchange differences is reclassified to non-controlling interests. For a partial disposal of the Group’s ownership interest in an associate or joint venture, the proportionate share of the accumulated exchange differences in equity 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, the monetary item is, in substance, a part of net investment in that foreign operation, and the related foreign exchange gains and losses thereon are recognized as other comprehensive income.
(e) Classification of current and non-current assets and liabilities
An asset is classified as current when one of following criteria is met; all other assets are classified as non-current assets.
-
(i) It is expected to be realized, or intended to be sold or consumed in the normal operating cycle; (ii) It is held primarily for the purpose of trading;
-
(iii) It is expected to be realized within twelve months after the reporting period; or
-
(iv) The asset is cash or a cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
(Continued)
24
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
A liability is classified as current when one of following criteria is met; all other liabilities are classified as non-current liabilities:
-
(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) The Group does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by issuing equity instruments do not affect its classification.
(f) Cash and cash equivalents
Cash consists of cash on hand, checking deposits, and demand deposits. Cash equivalents consist of short-term and 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 that meet the aforesaid criteria and are not held for investing purposes are also classified as cash equivalents.
Bank overdrafts that are repayable on demand and form an integral part of the Group’ s cash management are included as a component of cash and cash equivalents.
(g) Financial instruments
Accounts receivable and debt securities issued are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Group becomes a party to the contractual provisions of the instrument. A financial asset (unless it is an accounts receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issuance. An accounts receivable without a significant financing component is initially measured at the transaction price.
(i) Financial assets
On initial recognition, financial assets are classified as measured at: amortized cost, fair value through other comprehensive income (FVOCI) and fair value through profit or loss (FVTPL). A regular way purchases or sales of financial assets is recognized or derecognized on a tradedate basis.
Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.
(Continued)
25
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated 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 financial 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.
Subsequent to initial recognition, these assets are measured at amortized cost, using the effective interest method less impairment loss. Interest income, foreign exchange gains and losses, and recognition (reversal) of impairment loss are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.
- 2) Financial assets measured at fair value through other comprehensive income
A debt investment is measured at FVOCI 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 achieved by both collecting contractual cash flows and selling financial assets; 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.
On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present the subsequent changes in the investment’s fair value in other comprehensive income. This election is made on an instrument-by-instrument basis.
Debt investments at FVOCI are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment loss are recognized in profit or loss. Other net gains and losses are recognized in other comprehensive income. On derecognition, other comprehensive income accumulated in equity are reclassified to profit or loss.
Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income. On derecognition, other comprehensive income accumulated in equity is reclassified to retained earnings and is never reclassified to profit or loss.
Dividend income derived from equity investments is recognized on the date that the Group’s right to receive the dividends is established (usually the ex-dividend date).
(Continued)
26
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- 3) Financial assets measured at fair value through profit or loss
All financial assets not classified as measured at amortized cost or at FVOCI described as above are measured at FVTPL, including derivative financial assets. On initial recognition, the Group may irrevocably designate a financial asset, which meets the requirements to be measured at amortized cost or at FVOCI, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
These assets are subsequently measured at fair value. Net gains and losses, including any dividend and interest income, are recognized in profit or loss.
- 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 Group considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Group considers:
-
contingent events that would change the amount or timing of cash flows;
-
terms that may adjust the contractual coupon rate, including variable rate features;
-
prepayment and extension features; and
-
terms that limit the Group’ s claim to cash flows from specified assets (e.g. nonrecourse features)
-
5) Impairment of financial assets
The Group recognizes loss allowances for expected credit losses (“ECL”) on financial assets measured at amortized cost (including cash and cash equivalents, notes and accounts receivable, other receivables and other financial assets).
The Group measures loss allowances at an amount equal to lifetime ECL, except for the following financial assets which are measured using 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.
The Group measures loss allowances for accounts receivable at an amount equal to lifetime ECL.
(Continued)
27
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument. 12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).
The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. The information includes both quantitative and qualitative information and analysis based on the Group’ s historical experience and credit assessment, as well as forward-looking information.
ECLs are probability-weighted estimate of credit losses over the expected life of financial assets. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the Group in accordance with the contract and the cash flows that the Group expects to receive). ECLs are discounted at the effective interest rate of the financial asset.
Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.
The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. The Group individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Group expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s procedures for recovery of amounts due.
6) Derecognition of financial assets
The Group derecognizes a financial asset when the contractual rights of the cash inflow from the assets are terminated, when the Group transfers substantially all the risks and rewards of ownership of the financial assets to other enterprises, or when the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
The Group enters into transactions whereby it transfers assets recognized in its 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.
(Continued)
28
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
-
(ii) Financial liabilities and equity instruments
-
1) Classification of debt or equity
Debt or equity instruments issued by the Group are classified as financial liabilities or equity in accordance with the substance of the contractual agreement and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments are recognized at the amount of consideration received, less, the direct issuing cost.
- 2) Financial liabilities
Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is 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.
Financial liabilities measured at amortized cost 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.
- 3) Derecognition of financial liabilities
The Group derecognizes a financial liability when its contractual obligation has been fulfilled or cancelled, or has expired. The Group also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
The difference between the carrying amount of a financial liability derecognized and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
- 4) Offsetting of financial assets and liabilities
Financial assets and liabilities are presented on a net basis only when the Group has the legally enforceable right to offset and intends to settle such financial assets and liabilities on a net basis or to realize the assets and settle the liabilities simultaneously.
- (iii) Derivative financial instruments
Derivative financial instruments are held to hedge the Group’ s foreign currency exposures. Derivatives are initially measured at fair value and attributable transaction costs are recognized in profit or loss as incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are recognized in profit or loss, and are included in non-operating income and loss. If the valuation of a derivative instrument is in a positive fair value, it is classified as a financial asset, otherwise, it is classified as a financial liability.
(Continued)
29
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(h) Inventories
Inventories are measured at the lower of cost and net realizable value. The cost of inventories is calculated based on the weighted-average method and includes expenditure incurred in acquiring the inventories, production or conversion costs, and other costs incurred in bringing them to the location and condition ready for sale. Fixed manufacturing overhead is allocated to finished products and work in process based on the higher of normal capacity or actual capacity; variable manufacturing overhead is allocated based on the actual capacity of machinery and equipment. Net realizable value represents the estimated selling price in the ordinary course of business, less, all estimated costs of completion and necessary selling expenses.
(i) Non-current assets held for sale
Non-current assets or disposal groups comprising assets and liabilities that are expected to be recovered primarily through a sale transaction, rather than through continuing use, are reclassified as non-current assets held for sale. Such non-current assets or disposal groups must be available for immediate sale in their present condition, and the sale is highly probable within one year.
Immediately before the initial classification of the non-current assets (or disposal groups) as held for sale, the carrying amount of the assets (or all the assets and liabilities in the group) is measured in accordance with the Group’s applicable accounting policies. Thereafter, the assets are measured at the lower of their carrying amount and fair value, less, costs to sell. Any impairment loss on a disposal group will first be allocated to goodwill, and then the remaining balance of impairment loss is allocated to assets and liabilities on a pro rata basis, except for the assets within the scope of IAS 36 – Impairment of Assets, which are continue to be measured in accordance with the Group’ s accounting policies. Impairment losses on assets initially classified as held for sale and any subsequent gains or losses on re-measurement are recognized in profit or loss; nevertheless, the reversal gains are not recognized in excess of any cumulative impairment loss.
Intangible assets and property, plant and equipment are no longer amortized or depreciated when they are classified as held for sale. Besides, the equity method of accounting is discontinued from the date when equity-method investments are classified as held for sale.
(j) Investment in associates
Associates are those entities in which the Group has significant influence, but not control or jointly control, over the financial and operating policies.
Investments in associates are accounted for using the equity method and are recognized initially at cost, plus, any transaction costs. The carrying amount of the investment in associates includes goodwill identified on acquisition, net of any accumulated impairment losses. When necessary, the entire carrying amount of the investment (including goodwill) will be tested for impairment as a single asset by comparing its recoverable amount with its carrying amount. Any impairment loss recognized forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.
(Continued)
30
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
The Group’s share of its associates’ post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognized as other comprehensive income with a corresponding adjustment to the carrying amount of the investment. When changes in an associate’s equity are not recognized in profit or loss or other comprehensive income of the associate, and such changes do not affect the Group’s ownership percentage of the associate, the Group recognizes the change in ownership interests of its associate as “capital surplus” in proportion to its ownership.
Unrealized gains and losses resulting from transactions between the Group and an associate are recognized only to the extent of unrelated investors’ interests in the associate.
Adjustments are made to associates’ financial statements to conform to the accounting polices applied by the Group.
When the Group’s share of losses in an associate equals or exceeds its interest in the associate, the recognition of further losses is discontinued. Additional losses are provided for, and a liability is recognized, only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.
When an associate issues new shares and the Group does not subscribe to the new shares in proportion to its original ownership percentage, the Group’s interest in the associate’s net assets will be changed. The change in the equity interest is adjusted through the capital surplus and investment accounts. If the Group’ s capital surplus is insufficient to offset the adjustment to investment accounts, the difference is charged as a reduction of retained earnings. If the Group’s interest in an associate is reduced due to the additional subscription to the shares of associate by other investors, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate will be reclassified to profit or loss on the same basis as would be required if the associate had directly disposed of the related assets or liabilities.
(k) Joint arrangements
A joint venture is a joint arrangement whereby the Group has joint control of the arrangement (i.e. joint venturers) in which the Group has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities. The Group recognizes its interest in a joint venture as an investment and accounts for that investment using the equity method in accordance with IAS 28 “Investments in Associates and Joint Ventures”, unless the Group qualifies for exemption from that Standard. Please refer to note 4(j) for the application of the equity method.
When assessing the classification of a joint arrangement, the Group considers the structure and legal form of the arrangement, the terms in the contractual arrangement, and other facts and circumstances. When the facts and circumstances change, the Group reevaluates whether the classification of the joint arrangement has changed.
(Continued)
31
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(l) Investment property
Investment property is property held either to earn rental income or for capital appreciation or for both. Investment property is measured at cost on initial recognition. Subsequent to initial recognition, investment property is measured at initial acquisition cost less accumulated depreciation and accumulated impairment losses. The methods for depreciating and determining the useful life and residual value of investment property are the same as those adopted for property, plant and equipment. Cost includes expenditure that is directly attributable to the acquisition of the investment property, bringing the investment property to the condition necessary for it to be available for use, and any borrowing cost that is eligible for capitalization.
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.
Rental income from investment property is recognized 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.
An investment property is reclassified to property, plant and equipment at its carrying amount when the purpose of the investment property has been changed from investment to owner-occupied.
-
(m) Property, plant and equipment
-
(i) Recognition and measurement
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 property, plant and equipment is recognized in profit or loss.
(ii) Subsequent costs
Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.
- (iii) Depreciation
Depreciation is calculated on the cost of assets less their residual values 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 is not depreciated. The estimated useful lives for property, plant and equipment are as follows: buildings: 10 to 40 years; machinery and equipment: 2 to 10 years; furniture and fixtures: 3 years; and other equipment: 3 to 10 years.
Depreciation methods, useful lives, and residual values are reviewed at each reporting date, with the effect of any changes in estimate accounted for on a prospective basis.
(Continued)
32
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- (iv) Reclassification to investment property
A property is reclassified to investment property at its carrying amount when the purpose of the property changes from owner-occupied to investment.
(n) Leases
- (i) Identifying a lease
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether:
-
1) the contract involves the use of an identified asset – this may be specified explicitly or implicitly, and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified; and
-
2) the customer has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and
-
3) the customer has the right to direct the use of the asset throughout the period of use only if either:
-
the customer has the right to direct how and for what purpose the asset is used throughout the period of use; or
-
the relevant decisions about how and for what purpose the asset is used are predetermined and:
-
- the customer has the right to operate the asset throughout the period of use, without the supplier having the right to change those operating instructions; or
-
- the customer designs the asset in a way that predetermines how and for what purpose it will be used throughout the period of use.
-
(ii) As a lessee
The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
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 evaluated and reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
(Continued)
33
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.
Lease payments included in the measurement of the lease liability comprise the following:
-
- fixed payments, including in-substance fixed payments;
-
- variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
The lease liability is subsequently measured at amortized cost using the effective interest method. It is remeasured when:
-
- there is a change in future lease payments arising from the change in an index or rate; or
-
- there is a change in the lease term resulting from a change of the Group’s assessment on whether it will exercise an extension or termination option; or
-
-
-
there is any lease modifications in lease subject, scope of the lease or other terms.
When the lease liability is remeasured, other than lease modifications, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.
When the lease liability is remeasured to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease, the Group accounts for the remeasurement of the lease liability by decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognize in profit or loss any gain or loss relating to the partial or full termination of the lease.
The Group presents right-of-use assets that do not meet the definition of investment properties, and lease liabilities as a separate line item respectively in the consolidated balance sheets.
The Group has elected not to recognize right-of-use assets and lease liabilities for leases that have a lease term of 12 months or less and leases of low-value assets. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
- (iii) As a lessor
When the Group acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Group makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset.
(Continued)
34
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease. If a head lease is a short-term lease to which the Group applies the exemption described above, then it classifies the sub-lease as an operating lease.
For operating lease, the Group recognizes rental income on a straight-line basis over the lease term.
(o) Intangible assets
(i) Goodwill
Goodwill arising from the acquisition of subsidiaries is accounted for as intangible assets. Please refer to note 4(w) for the description of the measurement of goodwill at initial recognition. Goodwill is not amortized but is measured at cost, less, accumulated impairment losses.
(ii) Other intangible assets
Other separately acquired intangible assets including acquired software, trademarks, customer relationships and patents are carried at cost, less, accumulated amortization and accumulated impairment losses. Amortization is recognized in profit or loss using the straight-line method over the estimated useful lives: acquired software: 1 to 5 years; trademarks: 7 to 10 years; customer relationship: 5 to 13 years; patents: 5 to 7 years.
The residual value, amortization period, and amortization method are reviewed at least at each reporting date, with the effect of any changes in estimate accounted for on a prospective basis.
(p) Impairment of non-financial assets
The Group assesses at the end of each reporting date whether there is any indication that the carrying amounts of non-financial assets (other than inventories and deferred tax assets) may be impaired. If any such indication exists, then the asset’ s recoverable amount is estimated. Goodwill is tested annually or when there are indications of impairment.
For the purpose of 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 from other assets or groups of assets. Goodwill arising from a business combination is allocated to cash-generating units (“CGUs”) or groups of CGUs that are expected to benefit from the synergies of the combination.
The recoverable amount of an individual asset or CGU is the higher of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.
An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.
(Continued)
35
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
An impairment loss in respect of goodwill is not reversed. For other non-financial assets, an impairment loss is reversed only to the extent that the asset’s carrying amount that would have been determined (net of depreciation or amortization) had no impairment loss been recognized for the assets in prior years.
(q) Provisions
Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
A provision for warranties is recognized when the underlying products or services are sold. This provision reflects the historical warranty claim rate and the weighting of all possible outcomes against their associated probabilities.
A provision for restructuring is recognized when the Group has approved a detailed and formal restructuring plan, and the restructuring has either commenced or been announced publicly. Provisions are not recognized for future operating losses.
(r) Revenue recognition
Revenue is measured based on the consideration to which the Group expects to be entitled in exchange for transferring goods or services to a customer. The Group recognizes revenue when it satisfies a performance obligation by transferring control of a good or a service to a customer. The accounting policies for the Group’s main types of revenue are explained below.
(i) Sale of goods
The Group recognizes revenue when control of the goods has been transferred to the customer, being when the goods are delivered to the customer, and there is no unfulfilled obligation that could affect the customer’s acceptance of the goods. Delivery occurs when the customer has accepted the goods in accordance with the terms of sales, the risks of obsolescence and loss have been transferred to the customer, and the Group has objective evidence that all criteria for acceptance have been satisfied. Sales discount and rebates are recognized and estimated based on historical experience and each contractual term. Revenue is only recognized to the extent that it is highly probable that a significant reversal will not occur. A refund liability is recognized for expected sales discounts and rebate payables to customers in relation to sales made until the end of the reporting period. No element of financing is deemed present as the sales are made with a credit term ranging from 30 to 120 days, which is consistent with the market practice.
The Group’s obligation to provide a refund for faulty goods sold under the standard warranty terms is recognized as a provision for warranty; please refer to note 6(r).
(Continued)
36
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
A receivable is recognized when the goods are delivered, as this is the point in time that the Group has a right to an amount of consideration that is unconditional.
(ii) Rendering of services
The Group’s revenue from providing medical services is recognized in the accounting period in which services are rendered.
- (iii) Financing components
The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer, and the payment by the customer, exceeds one year. As a consequence, the Group does not adjust any of the transaction prices for the time value of money.
(s) Government grants and government assistance
A government grant is recognized in profit or loss only when there is reasonable assurance that the Group will comply with the conditions associated with the grant and that the grant will be received.
A government grant is recognized in profit or loss in the period in which it becomes receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group without future related costs.
Government assistance in the form of a guarantee from the government for loans from financial institutions is recognized at fair value using the market interest rate. The difference between the fair value of the loan and the amount received is recorded as deferred income and recognized in nonoperating income—other income on a systematic basis over the period of the loan.
(t) Employee benefits
- (i) Defined contribution plans
Obligations for contributions to defined contribution pension plans are expensed during the year in which employees render services.
(ii) Defined benefit plans
The liability recognized in respect of defined benefit pension plans is the present value of the defined benefit obligation at the reporting date, less, the fair value of plan assets. The discount rate for calculating the present value of the defined benefit obligation refers to the interest rate of high-quality government bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating the term of the related pension obligation. The defined benefit obligation is calculated annually by qualified actuaries using the projected unit credit method.
When the benefits of a plan are improved, the expense related to the increased obligations resulting from the services rendered by employees in the past years are recognized in profit or loss immediately.
(Continued)
37
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
The remeasurements of the net defined benefit liability (asset) comprise (i) actuarial gains and losses; (ii) return on plan assets, excluding amounts included in net interest on the net defined benefit liability (asset); and (iii) any change in the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability (asset). The remeasurements of the net defined benefit liabilities (asset) are recognized in other comprehensive income and then transferred to other equity.
The Group recognizes gains or losses on the curtailment or settlement of a defined benefit plan when the curtailment or settlement occurs. The gain or loss on curtailment or settlement comprises any resulting change in the fair value of plan assets and any change in the present value of the defined benefit obligation.
(iii) Short-term employee benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed during the period in which employees render services. A liability is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to make such payments as a result of past service provided by the employees, and the obligation can be estimated reliably.
(u) Share-based payment
Share-based payment awards granted to employees are measured at fair value at the date of grant. The fair value determined at the grant date is expensed over the period that the employees become unconditionally entitled to the awards, with a corresponding increase in equity. The compensation cost is adjusted to reflect the number of awards given to employees for which the performance and non-market conditions are expected to be met, such that the amount ultimately recognized shall be based on the number of equity instruments that eventually have vested.
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.
The grant date of options for employees to subscribe new shaves for a cash injection is the date when the Group informs the exercise price and the shares to which employees can subscribe.
(v) Income taxes
Income taxes comprise current taxes and deferred taxes. Current and deferred taxes are recognized in profit or loss unless they relate to business combinations or items recognized directly in equity or other comprehensive income.
Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables are the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date.
Deferred income taxes are recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred taxes are not recognized for:
(Continued)
38
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
-
(i) Temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss;
-
(ii) Temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and
(iii) Taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax assets are recognized for unused tax losses, 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 reduced to the extent that it is no longer probable that the related tax benefit will be realized; such reductions are reversed when the probability of future taxable profits improves.
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, and reflect uncertainty related to income taxes, if any.
Deferred tax assets and liabilities are offset if the following criteria are met:
-
(i) the Group has a legally enforceable right to set off current tax assets against current tax liabilities; and
-
(ii) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:
-
1) the same taxable entity; or
-
2) different taxable entities which intend to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
(w) Business combinations
The Group accounts for business combinations using the acquisition method. Goodwill is measured as the excess of the acquisition-date fair value of the consideration transferred (including any noncontrolling interest in the acquiree) over the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed (generally at fair value). If the residual balance is negative, the Group shall re-assess whether it has correctly identified all of the assets acquired and liabilities assumed and recognize any additional assets or liabilities that are identified in that review, and shall recognize a gain on the bargain purchase thereafter.
Acquisition-related costs are expensed as incurred except for the costs related to issuance of debt or equity instruments.
(Continued)
39
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
Non-controlling interests in an acquire that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation are measured at either fair value or the present ownership instruments’ proportionate share in the recognized amounts of the acquiree’s net identifiable assets. All other non-controlling interest is measured at its acquisitiondate fair value or other measurement basis in accordance with Taiwan-IFRSs.
In a business combination achieved in stages, the Group shall re-measure its previously held equity interest in the acquiree at its acquisition-date fair value and recognize the resulting gain or loss in profit or loss. The amount previously recognized in other comprehensive income in relation to the changes in the value of the Group’s equity interest should be reclassified to profit or loss on the same basis as would be required if the Group had disposed directly of the previously held equity interest.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the provisional amounts for the items for which the accounting is incomplete are reported in the financial statements. During the measurement period, the provisional amounts recognized at the acquisition date are retrospectively adjusted to reflect new information obtained about facts and circumstances that existed as of the acquisition date. The measurement period shall not exceed one year from the acquisition date.
Contingent consideration as part of the consideration transferred is measured at the acquisition date fair value. Any fluctuation of the fair value during the measurement period after acquisition date is retrospectively adjusted to the acquisition cost and goodwill. The adjustments are to reflect new information obtained about facts and circumstances that existed as of the acquisition date. The measurement period shall not exceed one year from the acquisition date. For the fair value adjustments of the contingent consideration that occurred not during the measurement period, the accounting treatment will be based on the classification of contingent consideration. Contingent consideration classified as equity cannot be re-measured and has to be adjusted under owner's equity. Other contingent consideration should be subsequently measured at fair value at the end of each reporting period, and recognized in profit or loss.
(x) Earnings per share (“EPS”)
The basic and diluted EPS attributable to stockholders of the Company are disclosed in the consolidated financial statements. Basic EPS is calculated by dividing net income attributable to stockholders of the Company by the weighted-average number of common shares outstanding during the year. In calculating diluted EPS, the net income attributable to stockholders of the Company and weighted-average number of common shares outstanding during the year are adjusted for the effects of dilutive potential common shares. The Group’ s dilutive potential common shares are profit sharing for employees to be settled in the form of common stock.
(y) Operating segments
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the Group). Operating results of the operating segment are regularly reviewed by the Group’s chief operating decision maker to make decisions on the allocation of resources to the segment and to assess its performance for which discrete financial information is available.
(Continued)
40
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
5. Critical accounting judgments and key sources of estimation uncertainty
The preparation of the consolidated financial statements in conformity with the Regulations and TaiwanIFRSs 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 estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and the future periods affected.
Information about judgments made in applying the accounting policies that have significant effects on the amounts recognized in the consolidated financial statements is as follows:
- (a) Judgment as to whether the Group has substantial control or significant influence over its investees
The Group holds 6.99% of the voting rights and is the single largest shareholder of AU Optronics Corp ("AU"). Although the remaining 93.01% of AU's shares are not concentrated within specific shareholders, the Group is unable to obtain more than half of the total number of directors or of the voting rights of AU at its shareholders' meeting. Therefore, it is determined that the Group has no control over AU, but has significant influence over the associate as the chairman of the Company was elected as the director and participates in the decision-making on the board. The equity-method was used to account for the investments in AU.
The Group holds 25.73% of the voting rights and is the single largest shareholder of Darfon Electronics Corp ("DFN"). Although the remaining 74.27% of DFN's shares are not concentrated within specific shareholders, and the Group is unable to obtain more than half of the total number of directors or of the voting rights of DFN at its shareholders' meeting. Therefore, it is determined that the Group has no control over DFN, but has significant influence over the associate. The equitymethod was used to account for the investments in DFN.
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year is included as follows:
(a) Valuation of inventory
Inventories are measured at the lower of cost and net realizable value. Due to the rapid technological innovations and highly competitive environments in the electronic industry, the life cycle of certain products of the Group are short and their market prices fluctuate rapidly, which could possibly result in a price decline and obsolescence of inventory, wherein the inventory cost may exceed its net realizable value. The net realizable value of the inventory is mainly determined based on assumptions of future demand within a specific time horizon, which could result in significant adjustments.
(b) Impairment of goodwill
The assessment of impairment of goodwill requires the Group to make subjective judgments to identify cash-generating units, allocate the goodwill to relevant cash-generating units, and estimate the recoverable amount of relevant cash-generating units. Any changes in these estimates based on changed economic conditions or business strategies could result in significant adjustments in future years.
(Continued)
41
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
6. Significant account disclosures
(a) Cash and cash equivalents
| Cash on hand Demand deposits and checking accounts Time deposits with original maturities less than three months |
December 31, 2020 $ 108,574 15,114,756 7,317,088 $ 22,540,418 |
December 31, 2019 |
|---|---|---|
| 149,247 10,086,540 544,720 |
||
| 10,780,507 |
As of December 31, 2020 and 2019, the time deposits with original maturities of more than three months amounted to $2,655,274 and $4,884,039, respectively, which were classified as other - financial assets current.
(b) Financial assets and liabilities at fair value through profit or loss
| Financial assets measured at fair value through profit or loss- current: Foreign currency forward contracts Foreign exchange swaps Listed stocks Open-end mutual funds Derivative instrument – call and put option of convertible bonds Financial assets measured at fair value through profit or loss- non-current: Privately held equity securities Put option Contingent consideration arising from business combinations Financial liabilities at fair value through profit or loss-current: Foreign currency forward contracts Foreign exchange swaps Contingent consideration arising from business combinations |
December 31, 2020 $ 96,940 14,612 68,894 208,054 543 $ 389,043 December 31, 2020 $ 157,694 10,504 5,533 $ 173,731 $ (109,648) (25,370) (4,643) $ (139,661) |
December 31, 2019 44,469 15,518 - 605,050 - 665,037 December 31, 2019 104,362 10,504 5,533 120,399 (44,817) (1,302) (3,927) (50,046) |
|---|---|---|
(Continued)
42
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Financial liabilities at fair value through profit or loss-non- current: Contingent consideration arising from business combinations |
December 31, 2020 $ (78,123) |
December 31, 2019 (95,860) |
|---|---|---|
The above contingent consideration is arising from the acquisitions of EASC, PTSE, PTTN, PTE, and PCX in the previous years. The discounted cash flow model is used to estimate the contingent consideration based on the future profitability of each subsidiary under the terms of the acquisition agreement.
Refer to note 6(aa) for the amounts of gain (loss) recognized related to financial assets measured at fair value.
The Group entered into derivative contracts to manage foreign currency exchange risk resulting from its operating and financing activities. The derivative financial instruments that did not conform to the criteria for hedge accounting. At each reporting date, the outstanding derivative contracts consisted of the following:
- (i) Foreign currency forward contracts
| USD Buy/ EUR Sell JPY Buy/ USD Sell USD Buy/ CAD Sell USD Buy/ INR Sell TWD Buy/ USD Sell TWD Buy/ EUR Sell EUR Buy/ GBP Sell EUR Buy/ USD Sell USD Buy/ BRL Sell USD Buy/ JPY Sell USD Buy/ MXN Sell USD Buy/ CNY Sell USD Buy/ CNY Sell CNY Buy/ USD Sell MYR Buy/ USD Sell SEK Buy/ EUR Sell USD Buy/ THB Sell USD Buy/ TWD Sell USD Buy/ GBP Sell USD Buy/ ZAR Sell USD Buy/ ZAR Sell USD Buy/ AUD Sell |
December 31, 2020 |
|---|---|
Contract amount (in thousands) Maturity period EUR 51,071 2021/01~2021/06 USD 50,386 2021/01~2021/03 CAD 9,000 2021/01~2021/06 USD 20,000 2021/01~2021/03 USD 70,393 2021/01~2021/04 EUR 7,130 2021/02~2021/03 GBP 5,000 2021/03 USD 3,590 2021/01~2021/03 USD 18,000 2021/01~2021/03 JPY 800,000 2021/03 USD 7,500 2021/02 USD 22,156 2021/01~2021/03 CNY 39,244 2021/01 USD 90,600 2021/01~2021/03 MYR 14,000 2021/03 EUR 2,000 2021/03 USD 3,000 2021/03 USD 25,318 2021/01~2021/03 GBP 261 2021/01 USD 1,500 2021/01 ZAR 44,203 2021/01 AUD 2,000 2021/03 |
(Continued)
43
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| USD Buy/ EUR Sell JPY Buy/ USD Sell USD Buy/ CAD Sell USD Buy/ INR Sell TWD Buy/ USD Sell EUR Buy/ GBP Sell USD Buy/ BRL Sell USD Buy/ JPY Sell USD Buy/ MXN Sell USD Buy/ CNY Sell JPY Buy/ USD Sell USD Buy/ AUD Sell CNY Buy/ USD Sell MYR Buy/ USD Sell SEK Buy/ EUR Sell USD Buy/ THB Sell USD Buy/ TWD Sell USD Buy/ GBP Sell USD Buy/ ZAR Sell USD Buy/ ZAR Sell |
December 31, 2019 |
|---|---|
Contract amount (in thousands) Maturity period EUR 44,706 2020/01~2020/03 USD 33,000 2020/01~2020/03 CAD 6,000 2020/02~2020/03 USD 18,000 2020/01~2020/03 USD 9,000 2020/01 GBP 5,000 2020/03 USD 14,000 2020/02 JPY 800,000 2020/02~2020/03 USD 7,500 2020/01~2020/03 USD 41,404 2020/01~2020/03 JPY 138,683 2020/01 AUD 2,000 2020/02 USD 85,600 2020/01~2020/03 MYR 21,000 2020/02 EUR 2,000 2020/02 USD 3,000 2020/02 USD 19,387 2020/01~2020/04 GBP 326 2020/01 USD 2,510 2020/01~2020/02 ZAR 7,056 2020/01 |
(ii) Foreign exchange swaps
Swap in USD/Swap out TWD Swap in USD/Swap out AUD Swap in USD/Swap out JPY Swap in TWD/Swap out USD
Swap in USD/Swap out TWD Swap in USD/Swap out AUD Swap in USD/Swap out JPY Swap in TWD/Swap out USD
| December | 31, 2020 | |
|---|---|---|
| Contract | amount | |
| (in thousands) | Maturity period | |
| USD | 63,000 | 2021/01~2021/03 |
| AUD | 3,000 | 2021/03 |
| JPY | 400,000 | 2021/03 |
| USD | 102,560 | 2021/01 |
| December | 31, 2019 | |
| Contract | amount | |
| (in thousands) | Maturity period | |
| USD | 12,000 | 2020/02 |
| AUD | 3,000 | 2020/02 |
| JPY | 400,000 | 2020/02 |
| USD | 104,100 | 2020/01 |
(Continued)
44
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(c) Financial assets at fair value through other comprehensive income
| Equity investments measured at fair value through other comprehensive income: Domestic listed stocks Domestic emerging stocks Privately held stocks Current Non-current |
December 31, 2020 $ 296,043 761,132 420,505 $ 1,477,680 $ 96,281 1,381,399 $ 1,477,680 |
December 31, 2019 |
|---|---|---|
| 424,924 587,415 344,743 |
||
| 1,357,082 | ||
| 134,479 1,222,603 |
||
| 1,357,082 |
The Group designated the investments shown above as financial assets measured at fair value through other comprehensive income because these equity investments are held for long-term for strategic purposes and not for trading.
In 2020 and 2019, the Group sold part of its investments in financial assets measured at fair value through other comprehensive income for $259,792 and $14,117, respectively, and recognized a gain on disposal of $42,128 and $4,678, respectively, which are already included in other comprehensive income, and have been transferred from other equity to retained earnings.
- (d) Notes and accounts receivable
| Notes and accounts receivable Notes and accounts receivable from related parties Less: loss allowance |
December 31, 2020 $ 33,508,623 3,280,369 36,788,992 (287,066) $ 36,501,926 |
December 31, 2019 29,255,853 2,395,806 |
|---|---|---|
| 31,651,659 (351,498) |
||
| 31,300,161 |
(Continued)
45
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- (i) The Group applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for all receivables (including related parties). Forward looking information is taken into consideration as well. Analysis of expected credit losses on notes and accounts receivable (including related parties) was as follows:
| Current Past due 1-90 days Past due 91-180 days Past due over 181 days Current Past due 1-90 days Past due 91-180 days Past due over 181 days |
December 31, 2020 | December 31, 2020 | |
|---|---|---|---|
| Gross carrying amount Weighted- average loss rate $ 35,007,668 0.08% 1,423,063 1.38% 140,253 48.05% 218,008 78.30% $ 36,788,992 December 31, 2019 |
Loss allowance | ||
| 29,305 19,669 67,395 170,697 |
|||
| 287,066 | |||
| Weighted- average loss rate 0.09% 3.15% 92.48% 100.00% |
Loss allowance | ||
| 28,188 37,891 100,234 185,185 |
|||
| 351,498 |
- (ii) Movements of the loss allowance for notes and accounts receivable (including related parties) were as follows:
| Balance at January 1 Impairment losses (reversal of impairment loss) Write-off Effect of exchange rate changes Acquisition through business combination Transferred to other receivables Reclassified to disposal group held for sale Balance at December 31 |
2020 $ 351,498 (56,005) (57,109) 3,504 62,004 (15,955) (871) $ 287,066 |
2019 198,527 35,315 (62,760) (7,523) 187,939 - - |
|---|---|---|
| 351,498 |
(Continued)
46
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- (iii) The Group entered into factoring contracts with financial institutions to sell its accounts receivable without recourse. According to these contracts, the Group is not responsible for any risk of uncollectible accounts receivable, but only the risk of loss due to commercial disputes. The Group derecognized the above accounts receivable because it has transferred substantially all of the risks and rewards of their ownership, and it does not have any continuing involvement in them. The receivable from the financial institutions were recognized as “other receivables” upon the derecognition of those accounts receivables. Details of these contracts at each reporting date were as follows:
| Dece | mber 31, 2020 | |||||
|---|---|---|---|---|---|---|
| Underwriting bank | Factored amount $ 2,982,268 3,638,461 573,865 423,739 156,469 233,957 31,526 $ 8,040,285 |
Unpaid advance amount - - - - - - - - |
Advance amount 2,952,341 3,638,461 469,322 379,786 140,616 208,894 26,003 7,815,423 |
Amount recognized in other receivables 29,927 - 104,543 43,953 15,853 25,063 5,523 224,862 |
Range of interest rates Collat Promissory not Non Non Promissory not Non Non Non 0.6%~3.5% |
eral e 51,030 e - e - e 150,000 e - e - e - |
| CTBC Bank Taishin International Bank Taipei Fubon Bank Mega International Commercial Bank E.SUN Commercial Bank KGI Commercial Bank Crefo Factoring Nord GmbH |
||||||
| 201,030 |
| Dece | mber 31, 2019 | |||||
|---|---|---|---|---|---|---|
| Underwriting bank | Factored amount $ 525,102 986,275 5,168,640 336,546 81,568 48,969 $ 7,147,100 |
Unpaid advance amount - 27 - - - - 27 |
Advance amount 472,368 887,620 5,168,640 269,237 73,411 42,893 6,914,169 |
Amount recognized in other receivables 52,734 98,655 - 67,309 8,157 6,076 232,931 |
Range of interest rates Collat Promissory not Promissory not Non Non Non Non 1.42%~3.5% |
eral e 54,191 e 250,000 e - e - e - e - |
| CTBC Bank Mega International Commercial Bank Taishin International Bank Taipei Fubon Bank E.SUN Commercial Bank Crefo Factoring Nord GmbH |
||||||
| 304,191 |
Please refer to note 8 for a description of the Group’s notes and accounts receivable pledged as collateral to secure for the bank loans.
(e) Other receivables
| Other receivables—the factored accounts receivable, net of advance amount Other receivables—others Less: loss allowance Other receivables from related parties |
December 31, 2020 $ 224,862 479,318 704,180 (28,292) 675,888 302,399 $ 978,287 |
December 31, 2019 232,931 381,973 614,904 (30,045) 584,859 284,450 869,309 |
|---|---|---|
(Continued)
47
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
As of December 31, 2020 and 2019, except for other receivables amounting to $28,292 and $30,045, respectively, wherein the loss allowances are fully provided, no loss allowance was provided for the remaining receivables after the management’s assessment.
- (f) Inventories
| Inventories | ||
|---|---|---|
| Raw materials Work in process Finished goods Inventories in transit |
December 31, 2020 $ 11,353,769 2,343,595 15,336,859 6,105,110 $ 35,139,333 |
December 31, 2019 |
| 4,657,167 1,719,899 16,521,671 4,992,100 |
||
| 27,890,837 |
For the years ended December 31, 2020 and 2019, the cost of inventories sold amounted to $159,371,907 and $141,474,634, respectively.
For the years ended December 31, 2020 and 2019, the write-downs of inventories to net realizable value amounted to $371,235, and $176,792, respectively and were included in cost of sales.
Please refer to note 8 for a description of the Group’s inventories pledged as collateral to secure for the bank loans.
-
(g) Non-current assets or disposal groups classified as held for sale
-
(i) The disposal of the shareholdings of Dawningtech, one of Sysage’ s subsidiaries, had been conducted through a sales and purchase agreement entered into by Sysage, Dawningtech, and Ginnet, another subsidiary of Sysage, in January 2021 based on a resolution approved during the board meeting of Sysage held on November 5, 2020. Thereafter, the assets and liabilities of Dawningtech amounting to $770,609 and $358,207, respectively, were recognized as non current assets or disposal groups classified as held-for-sale as of December 31, 2020 as follows:
| Non-current assets or disposal | December 31, | December 31, |
|---|---|---|
| groups classified as held for sale | 2020 | |
| Cash and cash equivalents | $ | 107,704 |
| Notes and accounts receivable, net | 423,595 | |
| Inventories | 177,319 | |
| Prepayments | 1,546 | |
| Other current assets | 5,773 | |
| Property, plant and equipment | 9,315 | |
| Right-of-use assets | 33,630 | |
| Deferred income tax assets | 8,683 | |
| Other non-current assets | 3,044 | |
| $ | 770,609 |
(Continued)
48
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Liabilities directly related to non-current assets or disposal groups | December 31, | December 31, |
|---|---|---|
| classified as held for sale | 2020 | |
| Short-term borrowings | $ | 43,022 |
| Financial liabilities at fair value through profit or loss─current | 330 | |
| Contract liabilities | 3,050 | |
| Accounts and notes payable | 230,008 | |
| Other payables | 51,564 | |
| Lease liabilities (current and non-current) | 22,609 | |
| Advance receipts | 6,907 | |
| Other current liabilities | 582 | |
| Other non-current liabilities | 135 | |
| $ | 358,207 |
In addition, no impairment loss was recognized after measuring at the lower of carrying amount and fair value less costs to sale.
- (ii) In June 2020, the Board of directors of QLPG approved a resolution to dispose its land and building located at Penang, Malaysia to the Group’s associate, Visco Technology Sdn. Bhd., who then entered into an agreement with QLPG for the disposal process. The above transaction has yet to be approved by the Malaysian government. The land and building are expected to be disposed within one year upon approval, at the estimated selling price of MYR 92,000 thousand. The details were as follows:
| Land and building held for sale | December 31, 2020 $ 121,508 |
December 31, 2019 |
|---|---|---|
| - |
- (h) Investments accounted for using the equity method
A summary of the Group’s investments accounted for using the equity method at the reporting date is as follows:
| Associates Joint ventures |
December 31, 2020 $ 16,278,479 29,955 $ 16,308,434 |
December 31, 2019 |
|---|---|---|
| 17,752,801 25,675 |
||
| 17,778,476 |
(Continued)
49
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(i) Investments in associates
| Name of Associates Main Business and Relationship AU Optronics Corp. (“AU”) R & D, manufacture and sale of TFT-LCD panels, the Group’s strategic partners Darfon Electronics Corp. (“DFN”) Manufacture and sale of power devices, peripheral equipment, and integrated communication devices, the Group’s strategic partners Alpha Networks Inc. (“Alpha”) R & D, manufacture and sale of LAN/MAN, wireless, mobile & broadband, and digital multimedia products, the Group’s strategic partners Others |
Location Taiwan Taiwan Taiwan |
December 31, 2020 Percentage of voting rights Carrying amount % 6.99 $ 12,701,500 % 25.73 2,364,486 notes 4(b) and 6(i) - - 1,212,493 $ 16,278,479 |
December | 31, 2019 |
|---|---|---|---|---|
| Percentage of voting rights |
Percentage of voting rights % 6.99 % 25.73 % 22.98 - |
Carrying amount |
||
| % 6.99 % 25.73 notes 4(b) and 6(i) - |
12,272,814 2,233,147 2,564,115 682,725 |
|||
| 17,752,801 |
The equity-method was used to account for investments in AU of which the Group holds less than 20% of the voting rights but has significant influence over AU as the chairman of the Company was elected as director and participates in the decision-making on the board.
From March to June 2020, the Group increased its investment in Alpha for $86,463, and the Group’s ownership interest in Alpha increased to 23.84%. Referring to note 6(i), the Group acquired additional 19.02% ownership of Alpha for $3,092,150 through public tender offer, and the Group obtained control over Alpha and its subsidiaries, and included them in the Group’s consolidated entities. Please refer to note 6(i).
From April to May 2020, Nanjing BenQ Hospital Co., Ltd. invested the amount of $423,670 in Guigang Donghui Medical Investment Co., Ltd. and acquired 18.35% of its ownership. The equity-method was used to account for investments as the NMH was elected as director and participates in the decision-making on the board and has significant influence over it.
In 2020, Sysage increased its investment in Grandsys Inc. for $79,300. Hence, its investment was reclassified from financial assets at fair value through profit or loss to investments accounted for using the equity method as Sysage has significant influence over it.
In 2020, Sysage invested in AdvancedTEK International Corp. for $30,091 and acquired 19.19% of its ownership. The equity-method was used to account for investments as the Sysage is the single largest shareholder and has significant influence over it.
In August 2020, BMC sold part of its investment in Visco Vision for $14,955, and recognized a gain on disposal of $11,975. However, the Group still has significant influence over it.
(Continued)
50
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
From March to June 2019, the Group sold part of its investment in DFN for $396,967, and recognized a gain on disposal of $143,838. However, the Group still has significant influence over DFN.
In March 2019, NSHD issued new shares to align with strategic partners and the Group did not subscribe for these new shares, resulting in a decrease of the Group’s ownership interest in NSHD to 30%. Since the Group lost control of NSHD, the investment was reclassified as investments accounted for using the equity method. Please refer to note 6(i).
For the years ended December 31, 2020 and 2019, the Group’s shares of profits (losses) of associates amounted to $495,418 and $(998,823), respectively.
The fair value of the investment in associates which are publicly traded was as follows:
| AU DFN Alpha |
December 31, 2020 December 31, 2019 $ 9,290,386 6,669,170 3,122,110 3,172,525 - 2,936,544 |
|---|---|
The summarized financial information in respect of each of the Group’s material associates is set out below:
- 1) The summarized financial information of AU:
| Current assets Non-current assets Current liabilities Non-current liabilities Equity Equity attributable to non-controlling interests of AU Equity attributable to shareholders of AU Net sales Net income (loss) Other comprehensive income Total comprehensive income Total comprehensive income attributable to non- controlling interests of AU Total comprehensive income attributable to shareholders of AU |
December 31, 2020 $ 168,317,673 238,952,622 (98,338,179) (115,141,751) $ 193,790,365 $ 10,985,674 $ 182,804,691 2020 $ 270,955,381 $ 2,907,427 2,862,980 $ 5,770,407 $ (319,234) $ 6,089,641 |
December 31, 2019 143,200,211 254,437,380 (90,528,089) (119,132,753) 187,976,749 11,304,909 176,671,840 2019 268,791,694 (21,599,416) (1,411,771) (23,011,187) (2,818,733) (20,192,454) |
|---|---|---|
(Continued)
51
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| 2020 The Group’s share of equity of associates at January 1$ 12,348,373 Total comprehensive income attributable to the Group 425,666 Capital surplus attributable to the Group 3,020 Dividend received from associates - Cumulative effect of investment income recognized under treasury stock method (75,559) The carrying amount of investments in the associates$ 12,701,500 2) The summarized financial information of DFN: December 31, 2020 Current assets $ 14,983,083 Non-current assets 9,286,423 Current liabilities (11,672,915) Non-current liabilities (2,017,529) Equity $ 10,579,062 Equity attributable to non-controlling interests of DFN $ 1,389,996 Equity attributable to shareholders of DFN $ 9,191,066 2020 Net sales $ 22,349,528 Net income $ 953,347 Other comprehensive income 124,103 Total comprehensive income $ 1,077,450 Total comprehensive income attributable to non- controlling interests of DFN $ 42,255 Total comprehensive income attributable to shareholders of DFN $ 1,035,195 2020 The Group’s share of equity of associates at January 1$ 2,233,147 Total comprehensive income attributable to the Group 266,288 Capital surplus attributable to the Group 30,700 Dividend received from associates (165,649) Disposal - The carrying amount of investments in the associates$ 2,364,486 |
2019 13,997,527 (1,395,394) 78,039 (331,799) (75,559) 12,272,814 December 31, 2019 13,073,263 7,814,501 (9,721,813) (1,398,360) 9,767,591 1,087,054 8,680,537 2019 19,137,173 969,393 (133,115) 836,278 62,057 774,221 2019 2,537,545 211,982 (6,270) (252,074) (258,036) 2,233,147 |
|---|---|
(Continued)
52
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
3) The summarized financial information of Alpha:
| December 31, | ||||
|---|---|---|---|---|
| 2019 | ||||
| Current assets | $ | 19,148,501 | ||
| Non-current assets | 5,851,867 | |||
| Current liabilities | (9,584,608) | |||
| Non-current liabilities | (1,368,466) | |||
| Equity | $ | 14,047,294 | ||
| Equity attributable to non-controlling interests of Alpha | $ | 4,066,496 | ||
| Equity attributable to shareholders of Alpha | $ | 9,980,798 | ||
| January 1, | ||||
| 2020 to July | ||||
| 22, 2020 | 2019 | |||
| Net sales | $ | 15,729,959 | 15,825,808 | |
| Net income | $ | 194,799 | 238,903 | |
| Other comprehensive income | (58,557) | (122,759) | ||
| Total comprehensive income | $ | 136,242 | 116,144 | |
| Total comprehensive income attributable to non- | ||||
| controlling interests of Alpha | $ | 53,105 | - | |
| Total comprehensive income attributable to | ||||
| shareholders of Alpha | $ | 83,137 | 116,144 | |
| 2020 | 2019 | |||
| The Group’s share of equity of associates at January 1$ | 2,564,115 | 2,686,449 | ||
| Purchase of investments | 86,463 | - | ||
| Total comprehensive income attributable to the | ||||
| Group | 10,443 | 7,304 | ||
| Capital surplus attributable to the Group | (161,064) | (847) | ||
| Dividend received from associates | (56,841) | (124,739) | ||
| Adjustment on initial application of IFRS 16 | - | (4,052) | ||
| Reclassification to consolidated entities | (2,443,116) | - | ||
| The carrying amount of investments in the associates$ | - | 2,564,115 |
4) Aggregate financial information of associates that were not individually material was summarized as follows. The financial information was included in the Group's consolidated financial statements.
(Continued)
53
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| December 31, 2020 The aggregate carrying amount of associates that were not individually material $ 1,212,493 2020 Attributable to the Group: Net income $ 5,729 Other comprehensive income (12,680) Total comprehensive income $ (6,951) |
December 31, 2019 682,725 2019 49,660 (38,488) 11,172 |
|---|---|
(ii) Joint venture
Aggregate financial information of joint ventures, that is not individually material, was summarized as follows. The financial information was included in the Group’s consolidated financial statement:
| The aggregate carrying amount of joint ventures that were not individually material Attributable to the Group: Net income (loss) Other comprehensive income Total comprehensive income |
December 31, 2020 $ 29,955 2020 $ 4,151 129 $ 4,280 |
December 31, 2019 25,675 2019 (1,447) (942) (2,389) |
|---|---|---|
- (iii) Pledge as collateral
Refer to note 8 for a description of the Group’s investments accounted for using the equity method pledged as collateral for long-term debt and credit facilities.
(i) Business combination
-
-
-
(i)Acquisition of subsidiaries Golden Spirit Co., Ltd and its subsidiaries
1) The cost of acquisition
On June 19, 2020, the Company invested the amount of $254,000 and acquired the entire shareholdings of Golden Spirit Co., Ltd. (“ GSC” ), in which the Company obtained control over it. Thereafter, GSC and its subsidiaries have been included in the Group's consolidated entities. GSC is engaged in the trading and manufacturing of alcohol and medical disinfectant. The acquisition of GSC enables the Group to accelerate the product deployment in the dialysis business, and expand the business of medical and epidemic prevention products.
(Continued)
54
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- 2) Identifiable net assets acquired in a business combination
On June 19, 2020 (the acquisition date), the identifiable assets and liabilities arising from the acquisition at fair value were as follows:
Consideration transferred:
| Consideration transferred: | ||||
|---|---|---|---|---|
| Cash | $ | 254,000 | ||
| Less: identifiable net assets acquired at fair value: | ||||
| Cash and cash equivalents | $ | 42,989 | ||
| Notes and accounts receivable, net | 56,664 | |||
| Inventories | 54,988 | |||
| Other current assets | 45,510 | |||
| Other financial assets-current | 4,288 | |||
| Financial assets at fair value through other | ||||
| comprehensive income-non-current | 2,960 | |||
| Property, plant and equipment | 541,559 | |||
| Right-of-use assets | 45,633 | |||
| Intangible assets-trademarks | 60,000 | |||
| Intangible assets-computer software | 1,921 | |||
| Intangible assets-others | 1,235 | |||
| Other non-current assets | 27,873 | |||
| Other financial assets-non-current | 21,432 | |||
| Short-term borrowings | (203,902) | |||
| Notes and accounts payable | (19,826) | |||
| Accounts payable to related parties | (3,805) | |||
| Other payable | (30,927) | |||
| Other current liabilities | (27,572) | |||
| Current portion of long-term debt | (37,148) | |||
| Long-term debt | (191,885) | |||
| Deferred income tax liabilities | (12,000) | |||
| Lease liabilities | (48,331) | |||
| Other non-current liabilities | (8,267) | |||
| Non-controlling interests | (87,034) | 236,355 | ||
| Goodwill | $ | 17,645 |
The fair value of the abovementioned assets and liabilities has been determined as provisionally pending completion of an independent valuation.
If there is any information discovered within one year from the acquisition date about facts and circumstances that existed at the acquisition date which leads to an adjustment to the above provision amounts, or any additional provisions as at the acquisition date, the acquisition accounting will be revised.
(Continued)
55
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
3) Intangible assets
Goodwill arising from the acquisition of GSC is due to the profitability, future market development and value of workforce, neither of which qualifies as an identifiable intangible asset. None of the goodwill recognized is expected to be deductible for income tax purposes.
Intangible assets—trademarks are amortized on a straight-line basis over the estimated future economic useful life of 10 years.
4) Pro forma information
From the acquisition date to December 31, 2020, GSC and its subsidiaries had contributed the revenue of $316,303 and the net income of $23,878 to the Group. If this acquisition had occurred on January 1, 2020, the management estimates that consolidated revenue would have been $191,938,450, and consolidated income after income tax would have been $6,382,286. In determining these amounts, the management assumed that the acquisition occurred on January 1, 2020.
-
-
-
(ii) Acquisition of subsidiaries Simula Technology Inc. and its subsidiaries
-
1) The cost of acquisition
On April 1, 2020, the Company subscribed 30,000 thousand shares of Simula Technology Inc. (“Simula”) at a price of $600,000 through private offering and acquired 37.5% of its ownership. In addition, the Group acquired 13.77% of Simula's ownership in public market for $411,840. After these investments in Simula, the Group obtained 51.27% of Simula's ownership and owned more the half of Simula’ s total number of directors. Therefore, the Company obtained control over Simula. Thereafter, Simula and its subsidiaries have been included in the Group's consolidated entities. Simula is engaged in electronic components manufacturing, electronic material wholesale, product design and international trade. The acquisition of Simula enables the Group to jointly develop vehicle networking, medical and health equipment, and AIoT solutions, and assist the Group to develop upstream and downstream key components of supply chain.
(Continued)
56
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- 2) Identifiable net assets acquired in a business combination
On April 1, 2020,(the acquisition date), the identifiable assets and liabilities arising from the acquisition at fair value were as follows:
Consideration transferred:
| Consideration transferred: | ||||
|---|---|---|---|---|
| Cash | $ | 1,011,840 | ||
| Non-controlling interests (measured at non-controlling | ||||
| interest’s proportionate share of fair value of | ||||
| Simula's identifiable net assets) | 807,562 | |||
| Less: identifiable net assets acquired at fair value: | ||||
| Cash and cash equivalents | $ | 1,016,057 | ||
| Financial assets at fair value through profit or loss- | ||||
| current | 18 | |||
| Notes and accounts receivable, net | 197,657 | |||
| Other receivable | 7,472 | |||
| Inventories | 111,483 | |||
| Other current assets | 14,264 | |||
| Financial assets at fair value through other | ||||
| comprehensive income-non-current | 4,880 | |||
| Investments accounted for using equity method | 4,140 | |||
| Property, plant and equipment | 354,283 | |||
| Right-of-use assets | 36,011 | |||
| Intangible assets-customer relationships | 154,526 | |||
| Intangible assets-expertise | 124,792 | |||
| Intangible assets-computer software | 4,641 | |||
| Deferred income tax assets | 4,918 | |||
| Other non-current assets | 14,553 | |||
| Financial liabilities at fair value through profit or loss | ||||
| -current | (114) | |||
| Contract liabilities-current | (4,016) | |||
| Notes and accounts payable | (101,289) | |||
| Other payable | (167,133) | |||
| Other current liabilities | (1,603) | |||
| Lease liabilities | (36,515) | |||
| Deferred income tax liabilities | (63,502) | |||
| Other non-current liabilities | (477) | |||
| Non-controlling interests | (17,827) | 1,657,219 | ||
| Goodwill | $ | 162,183 |
(Continued)
57
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
3) Intangible assets
Goodwill arising from the acquisition of Simula and its subsidiaries is due to the control premium, the synergies of the business combination, future market development and value of workforce, neither of which qualifies as an identifiable intangible asset. None of the goodwill recognized is expected to be deductible for income tax purposes.
The above intangible assets— customer relationships are amortized on a straight-line basis over the estimated future economic useful life of 12.75 years; the expertise is amortized on a straight-line basis over the estimated future economic useful life of 5 years.
4) Pro forma information
From the acquisition date to December 31, 2020, Simula and its subsidiaries had contributed the revenue of $835,319 and the net income of $78,893 to the Group. If this acquisition had occurred on January 1, 2020, the management estimates that consolidated revenue would have been $191,896,239, and consolidated income after income tax would have been $6,363,972. In determining these amounts, the management assumed that the acquisition occurred on January 1, 2020.
-
-
-
(iii) Acquisition of subsidiaries Alpha Networks Inc. and its subsidiaries
1) The cost of acquisition
On July 23, 2020, the Group invested the amount of $3,092,150 and acquired 19.02% of Alpha Networks Inc. (“ Alpha” ) through public tender offer, resulting in the Group's ownership interest in Alpha to increase from 23.84% to 42.86%. Thereafter, the Group obtained control over Alpha. Hence, Alpha and its subsidiaries have since been included in the Group’s consolidated entities. Alpha and its subsidiaries are engaged in research, development, design ,manufacture and sales of broadband products, wireless network products, as well as computer network system equipment, and their related components. The acquisition of Alpha enables the Group to seize the business opportunity of rapid 5G development by integrating and strengthening the Group’ s strong technological and manufacturing skills, as well as Alpha's capability on network equipment industry in order to expand its market share and customers base to increase international competitiveness.
(Continued)
58
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- 2) Identifiable net assets acquired in a business combination
On July 23, 2020, (the acquisition date), the identifiable assets and liabilities arising from the acquisition at fair value, were as follows:
| Consideration transferred: | ||||
|---|---|---|---|---|
| Cash | $ | 3,092,150 | ||
| Add: the fair value of the acquirer’s previously held equity | ||||
| interest in the acquiree | 3,200,885 | |||
| Less: Dividends receivable from acquisitions | (45,461) | |||
| Add: non-controlling interest (measured at non-controlling | ||||
| interest’s proportionate share of the fair value of | ||||
| Alpha’s identifiable net assets) | 6,274,387 | |||
| Less: identifiable net assets acquired at fair value: | ||||
| Cash and cash equivalents | $ | 5,179,564 | ||
| Financial assets at fair value through profit or loss- | ||||
| current | 85,472 | |||
| Notes and accounts receivable, net | 5,839,060 | |||
| Inventories | 7,529,865 | |||
| Other financial asset—current | 10,874 | |||
| Other current asset | 887,344 | |||
| Financial assets at fair value through other | ||||
| comprehensive income non-current | 206,469 | |||
| Property, plant and equipment | 4,578,437 | |||
| Right-of-use asset | 1,217,679 | |||
| Deferred income tax assets | 208,561 | |||
| Intangible assets-goodwill | 578,901 | |||
| Intangible assets-patent | 782,741 | |||
| Intangible assets-trademark | 229,755 | |||
| Intangible assets-customer relationships | 392,233 | |||
| Intangible assets-expertise | 221,870 | |||
| Intangible assets-computer software | 55,412 | |||
| Other financial asset—non-current | 159,587 | |||
| Short-term borrowings | (2,899,290) | |||
| Financial liabilities at fair value through profit or loss | ||||
| -current | (9,192) | |||
| Notes and accounts payable | (6,658,208) | |||
| Accounts payable to related parties | (3,795) | |||
| Contract liabilities | (469,582) | |||
| Other payable | (2,382,643) | |||
| Provision | (204,261) | |||
| Bonds payable | (576,724) | |||
| Lease liabilities | (202,240) | |||
| Deferred income tax liabilities | (496,526) | |||
| Other non-current liabilities | (293,960) | |||
| (2,986,676) | 10,980,727 | |||
| Goodwill | $ | 1,541,234 |
(Continued)
59
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
The Group’s previously held 23.84% ownership of Alpha is remeasured to fair value at the acquisition date, and recognized a gain on disposal of $676,978 in other gains and - losses net.
3) Intangible assets
Goodwill arising from the acquisition of Alpha and its subsidiaries is due to their profitabilities, future market development, and value of workforce, neither of which qualifies as identifiable intangible assets. None of the goodwill recognized is expected to be deductible for income tax purposes.
The abovementioned intangible assets are amortized on a straight-line basis over the estimated future economic useful life. The amortization period is as follows:
Patent: 5 years; trademark: 9.44 years; customer relationships: 8.44 to 11.44 years; expertise: 6.44 years.
4) Pro forma information
From the acquisition date to December 31, 2020, Alpha and its subsidiaries had contributed the revenue of $16,440,690 and the net income of $530,303 to the Group. If this acquisition had occurred on January 1, 2020, the management estimates that consolidated revenue would have been $207,431,661, and consolidated income after income tax would have been $6,561,360. In determining these amounts, the management assumed that the acquisition occurred on January 1, 2020.
- (iv) Acquisition of subsidiaries BenQ Biotech (Shanghai) Co., Ltd (“BBC”)
- 1) The cost of acquisition
On October 8, 2019, the Group acquired 70% of ownership of BenQ Biotech (Shanghai) Co., Ltd (“ BBC” ) at a price of $739,789, and obtained control over BBC. BBC is engaged in manufacturing and sale of hemodialysis machines. The acquisition of BBC enables the Group to obtain an experienced workforce from the original shareholder, Shanghai Kunxin Medical Technology Co., Ltd., to integrate the existing hemodialysis business, to produce the competitive products and expand its marketing channel in China.
(Continued)
60
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- 2) Identifiable net assets acquired in a business combination
On October 8, 2019 (the acquisition date), the identifiable assets and liabilities arising from the acquisition at fair value, were as follows:
| Consideration transferred: | ||
|---|---|---|
| Cash | $ | 739,789 |
| Add: Non-controlling interest (measured at non-controlling | 261,102 | |
| interest’s proportionate share of the fair value of | ||
| BBC’s identifiable net assets) | ||
| Less: identifiable net assets acquired at fair value: | ||
| Cash and cash equivalents | 870,340 | |
| Goodwill | $ | 130,551 |
- 3) Intangible assets
Goodwill arising from the acquisition of BBC is due to the control premium, the synergies of the business combination, future market development and value of workforce, neither of which qualifies as an identifiable intangible asset. None of the goodwill recognized is expected to be deductible for income tax purposes.
- 4) Pro forma information
From the acquisition date to December 31, 2019, BBC had contributed the revenue of $0 and the net loss of $(8,906) to the Group. If this acquisition had occurred on January 1, 2019, the management estimates that consolidated revenue would have been $169,754,115, and consolidated income after income tax would have been $4,409,644. In determining these amounts, the management assumed that the acquisition occurred on January 1, 2019.
- (v) Acquisition of subsidiaries—Ace Pillar Co., Ltd. and its subsidiaries
1) The cost of acquisition
On October 1, 2019, the Group’s subsidiary, DFI, subscribed 23,000 thousand common shares of Ace Pillar Co., Ltd. (“ACE”) at a price of $460,000 through private offering, and acquired 20.49% of its ownership, wherein the Group owned more than half of its total number of directors. Therefore, the Group obtained control over ACE. ACE and its subsidiaries have been included in the Group’ s consolidated entities. ACE and its subsidiaries are engaged in manufacturing and sale of automation control and mechanical transmission system and component, maintenance services and mechatronics. The acquisition of ACE and its subsidiaries is to integrate ACE’ s advantages of factory automation channel, as well as the market share of DFI’s embedded platform business in factory automation, and the Group’s investment in the information and communication technology industry to enhance the Group’ s value and market share of digital transformation service in information technology and operating technology (“IT+OT”).
(Continued)
61
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- 2) Identifiable net assets acquired in a business combination
On October 1, 2019 (the acquisition date), the identifiable assets and liabilities arising from the acquisition at fair value were as follows:
Consideration transferred:
| Consideration transferred: | ||||
|---|---|---|---|---|
| Cash | $ | 460,000 | ||
| Non-controlling interests (measured at non-controlling | ||||
| interest’s proportionate share of fair value of ACE’s | ||||
| identifiable net assets) | 1,755,291 | |||
| Less: identifiable net assets acquired at fair value: | ||||
| Cash and cash equivalents | $ | 842,908 | ||
| Notes and accounts receivable, net | 940,613 | |||
| Inventories | 644,290 | |||
| Other current assets | 46,079 | |||
| Other financial assets-current | 83,388 | |||
| Financial assets at fair value through other | ||||
| comprehensive income-non-current | 20,214 | |||
| Property, plant and equipment | 585,562 | |||
| Right-of-use assets | 70,689 | |||
| Intangible assets-customer relationships | 79,208 | |||
| Deferred income tax assets | 13,143 | |||
| Other non-current assets | 8,267 | |||
| Other financial assets-non-current | 16,646 | |||
| Short-term borrowings | (368,504) | |||
| Short-term notes and bills payable | (50,000) | |||
| Contract liabilities-current | (59,542) | |||
| Notes and accounts payable | (489,617) | |||
| Lease liabilities-current | (19,116) | |||
| Other current liabilities | (36,656) | |||
| Deferred income tax liabilities | (101,154) | |||
| Lease liabilities-non-current | (18,782) | 2,207,636 | ||
| Goodwill | $ | 7,655 |
(Continued)
62
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
3) Intangible assets
Goodwill arising from the acquisition of ACE and its subsidiaries is due to the control premium, the synergies of the business combination, future market development and value of workforce, neither of which qualifies as an identifiable intangible asset. None of the goodwill recognized is expected to be deductible for income tax purposes.
The intangible assets—customer relationships are amortized on a straight-line basis over the estimated future economic useful life of 11 years.
4) Pro forma information
From the acquisition date to December 31, 2019, ACE and its subsidiaries had contributed the revenue of $672,743 and the net loss of $(41,789) to the Group. If this acquisition had occurred on January 1, 2019, the management estimates that consolidated revenue would have been $171,997,127, and consolidated income after income tax would have been $4,377,616. In determining these amounts, the management assumed that the acquisition occurred on January 1, 2019.
-
-
-
(vi) Acquisition of subsidiaries Sysage Technology Co,. Ltd and its subsidiaries
-
1) The cost of acquisition
On August 15, 2019, the Group invested the amount of $1,815,000 in Sysage Technology Co., Ltd (“Sysage”), and acquired 35.04% of its ownership, wherein the Group owned more than half of its total number of directors. Therefore, the Group obtained control over Sysage. Sysage and its subsidiaries have been included in the Group’s consolidated entities. Sysage is engaged in agent sales and trading of communication and internet hardware and software, workstations and servers, and application integration tools software. The acquisition of Sysage enables the Group to penetrate into network and system integration solution market, and to seize the business opportunities of cloud computing, artificial intelligence and internet of things (IoT) integrations.
(Continued)
63
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- 2) Identifiable net assets acquired in a business combination
On August 15, 2019 (the acquisition date), the identifiable assets and liabilities arising from the acquisition at fair value, were as follows:
Consideration transferred:
| Consideration transferred: | |||
|---|---|---|---|
| Cash | $ | 1,815,000 | |
| Add: Non-controlling interest (measured at non-controlling | 3,113,913 | ||
| interest’s proportionate share of the fair value of | |||
| Sysage’s identifiable net assets) | |||
| Less: identifiable net assets acquired at fair value: | |||
| Cash and cash equivalents | $ | 1,983,472 | |
| Financial assets at fair value through profit or loss- | 126,870 | ||
| current | |||
| Notes and accounts receivable, net | 2,387,056 | ||
| Inventories | 3,083,928 | ||
| Other current assets | 192,108 | ||
| Financial assets at fair value through profit or loss- | 105,342 | ||
| non-current | |||
| Investments accounted for using the equity method | 2,712 | ||
| Property, plant and equipment | 1,789,025 | ||
| Right-of-use assets | 197,724 | ||
| Deferred income tax assets | 48,609 | ||
| Other non-current assets | 89,685 | ||
| Short-term borrowings | (1,305,000) | ||
| Short-term notes and bills payable | (80,000) | ||
| Contract liabilities-current | (838,853) | ||
| Notes and accounts payable | (1,661,410) | ||
| Other payables | (361,499) | ||
| Other current liabilities | (45,108) | ||
| Current portion of long-term debt | (16,216) | ||
| Lease liabilities-current | (25,606) | ||
| Long-term debt | (316,756) | ||
| Lease liabilities-non-current | (172,606) | ||
| Deferred income tax liabilities | (67,051) | ||
| Other non-current liabilities | (66,961) | ||
| Non-controlling interest | (255,880) | 4,793,585 | |
| Goodwill | $ | 135,328 |
(Continued)
64
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
3) Intangible assets
Goodwill arising from the acquisition of Sysage and its subsidiaries is due to their profitability, future market development and value of workforce, neither of which qualifies as an identifiable intangible asset. None of the goodwill recognized is expected to be deductible for income tax purposes.
- 4) Pro forma information
From the acquisition date to December 31, 2019, Sysage and its subsidiaries had contributed the revenue of $4,561,486 and the net income of $162,544 to the Group. If this acquisition had occurred on January 1, 2019, the management estimates that consolidated revenue would have been $177,499,629, and consolidated income after income tax would have been $4,661,931. In determining these amounts, the management assumed that the acquisition occurred on January 1, 2019.
-
-
-
(vii) Acquisition of subsidiaries Topview Optronics Corporation and its subsidiaries
-
1) The cost of acquisition
On August 15, 2019, the Group invested the amount of $351,665 in Topview Optronics Corporation (“ Topview” ), and acquired 32.99% of its ownership, wherein the Group owned more than half of its total number of directors. Therefore, the Group obtained control over Topview. Topview and its subsidiaries have been included in the Group’s consolidated entities. Topview is engaged in the manufacturing and sale of video surveillance cameras. The acquisition of Topview enables the Group to optimize the existing business and expand the operation scale through the strategic alliance.
(Continued)
65
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
2) Identifiable net assets acquired in a business combination
On August 15, 2019 (the acquisition date), the identifiable assets and liabilities arising from the acquisition at fair value, were as follows:
| Account | Amount | |
|---|---|---|
| Cash and cash equivalents | $ | 561,124 |
| Financial assets at fair value through profit or loss- | 251 | |
| current | ||
| Notes and accounts receivable, net | 344,216 | |
| Inventories | 226,020 | |
| Other current assets | 31,436 | |
| Property, plant and equipment | 877,791 | |
| Right-of-use assets | 3,189 | |
| Investment property | 128,849 | |
| Intangible assets-others | 5,150 | |
| Deferred income tax assets | 8,418 | |
| Other non-current assets | 200 | |
| Short-term borrowings | (335,933) | |
| Notes and accounts payable | (237,592) | |
| Other payables | (70,475) | |
| Other current liabilities | (37,185) | |
| Current portion of long-term debt | (28,986) | |
| Long-term debt | (311,585) | |
| Lease liabilities-non-current | (2,301) | |
| Provisions-non-current | (1,381) | |
| Other non-current liabilities | (24,704) | |
| Non-controlling interest | (12,834) | |
| Fair value of identifiable net assets | $ | 1,123,668 |
- 3) Gain on bargain purchase
Gain on bargain purchase arising from the acquisition was as follows:
| Consideration transferred—cash | 351,665 | |
|---|---|---|
| Add: Non-controlling interest (measured at non-controlling | 752,970 | |
| interest’s proportionate share of the fair value of | ||
| Topview’s identifiable net assets) | ||
| Less: identifiable net assets acquired at fair value | (1,123,668) | |
| Gain on bargain purchase | $ | (19,033) |
(Continued)
66
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- 4) Pro forma information
From the acquisition date to December 31, 2019, Topview and its subsidiaries had contributed the revenue of $529,787 and the net income of $22,614 to the Group. If this acquisition had occurred on January 1, 2019, the management estimates that consolidated revenue would have been $170,523,735, and consolidated income after income tax would
have been $4,448,788. In determining these amounts, the management assumed that the acquisition occurred on January 1, 2019.
-
(viii) Acquisition of subsidiaries—Aewin Technologies Co., Ltd. and its subsidiaries
-
1) The cost of acquisition
On March 4, 2019, the Group’ s subsidiary, DFI, invested the amount of $555,000 in Aewin Technologies Co., Ltd. (“AEWIN”), and acquired 51.26% of its ownership, and obtained control over AEWIN. Therefore, AEWIN and its subsidiaries have been included in the Group’s consolidated entities. AEWIN and its subsidiaries are engaged in designing, manufacturing and sale of industrial motherboards and components. The acquisition of AEWIN enables the Group to penetrate into the network security market and integrate the resources of both parties to seize the future development opportunities of the network security market.
2) Identifiable net assets acquired in a business combination
On March 4, 2019 (the acquisition date), the identifiable assets and liabilities arising from the acquisition at fair value were as follows:
| from the acquisition at fair value were as follows: | ||
|---|---|---|
| Account | Amount | |
| Cash and cash equivalents | $ | 606,453 |
| Notes and accounts receivable, net | 225,484 | |
| Inventories | 368,758 | |
| Other current assets | 26,414 | |
| Property, plant and equipment | 435,295 | |
| Right-of-use assets | 43,780 | |
| Intangible assets-customer relationships | 50,285 | |
| Intangible assets-computer software | 342 | |
| Deferred income tax assets | 25,573 | |
| Other non-current assets | 4,424 | |
| Other financial assets-non-current | 5,767 | |
| Short-term borrowings | (140,000) | |
| Contract liabilities-current | (10,686) | |
| Notes and accounts payable | (257,188) | |
| Lease liabilities-current | (22,506) | |
| Current portion of long-term debt | (14,000) | |
| Other current liabilities | (2,391) | |
| Lease liabilities-non-current | (24,295) | |
| Deferred income tax liabilities | (10,116) | |
| Long-term debt | (218,500) | |
| Fair value of identifiable net assets | $ | 1,092,893 |
(Continued)
67
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- 3) Gain on bargain purchase
Gain on bargain purchase arising from the acquisition was as follows:
Consideration transferred—cash 555,000 Add: Non-controlling interest (measured at non-controlling 532,676 interest’s proportionate share of the fair value of AEWIN’s identifiable net assets) Less: identifiable net assets acquired at fair value (1,092,893) Gain on bargain purchase $ (5,217)
- 4) Intangible assets
The above customer relationships are amortized on a straight-line basis over the estimated future economic useful life of 4 years.
- 5) Pro forma information
From the acquisition date to December 31, 2019, AEWIN and its subsidiaries had contributed the revenue of $1,342,676 and the net income of $51,785 to the Group. If this acquisition had occurred on January 1, 2019, the management estimates that consolidated revenue would have been $169,964,241, and consolidated income after income tax would have been $4,421,197. In determining these amounts, the management assumed that the acquisition occurred on January 1, 2019.
- (ix) Change in ownership interest in subsidiaries without losing control
During May 2020, the Group increased its investments in BDT for $20,005, and the Group’s ownership interest in BDT increased to 100%.
In 2020, APV and Darly2 increased its investments in Topview for $1,761. In addition, APV increased its investments in Topview for $5,851 from October to December 2019, and the Group’s ownership interest in Topview increased to 33.56%.
In 2020, APV and Darly2 increased its investments in DIC for $52,430. In addition, APV increased its investments in DIC for $35,884 from October to December 2019, and the Group’s ownership interest in DIC increased to 38.35%.
In 2020, DFI increased its investments in ACE for $163,099. In addition, DFI increased its investments in ACE for $170,623 from October to December 2019, and the Group’s ownership interest in ACE increased to 18.49%.
In 2020, DFI increased its investments in AEWIN for $1,464, and the Group’ s ownership interest in AEWIN increased to 28.01%.
From August to December 2020, the Group increased its investments in Alpha for $2,722,857 and the Group’s ownership interest in Alpha increased to 59.87%.
(Continued)
68
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
In 2020, the Group increased its investments in Interactive Digital for $189,967 and the Group’ s ownership interest in Interactive Digital increased to 20.59%.
In 2020, the Group increased its investments in E-Strong Medical Technology Co., Ltd. for $39,672 and the Group’ s ownership interest in E-Strong Medical Technology Co., Ltd. increased to 66.57%.
From November to December 2020, the Group increased its investments in Ginnet and Epic Cloud Information Integration Corporation for $41,733 and the Group’s ownership interest in Ginnet and Epic Cloud Information Integration Corporation increased to 27.84% and 33.29%, respectively.
In September 2020, the Group participated in the subscription of issuance of common stock for cash of K2, and the Group’s ownership interest in K2 increased to 40%.
In October 2019, BenQ increased its investments in INF for $8,561, and the Group’ s ownership interest in INF increased to 100%.
In September 2019, Sysage increased its investments in Dawningtech for $50,062. Besides, in September 2019, Dawningtech issued new shares and Sysage did not subscribe for these new shares. As of December 31, 2019, the Group’s ownership interest in Dawningtech is 14.55%.
In the second quarter of 2019, BMC increased its investments in SMS for $38,889. Additionally, in order to integrate the resources within the Group and improve the operating efficiency, BMC’s Board of Directors approved a resolution on May 6, 2019, to acquire the remaining shares of SMS at a consideration of $14 per share in cash on June 17, 2019, in accordance with the provisions of Article 30 of Business Mergers And Acquisitions Act (As of December 31, 2019, BMC has paid $20,725 in cash, and the outstanding amount of $1,670 is recorded as other payables.). After the acquisition, the Group's ownership interest in SMS increased to 43.56%.
In May 2019, Darly disposed of 1,640 thousand shares of BBHC's common stock for $77,734, but did not result in the loss of the Group's control over BBHC. The difference between consideration and carrying amount of BBHC was recognized as capital surplus.
The following table summarizes the effect on the equity attributable to the shareholders of the Company arising from abovementioned changes in ownership interests in subsidiaries:
| Capital surplus-arising from changes in ownership interests in subsidiaries Capital surplus-difference between consideration and carrying amount arising from acquisition or disposal of shares in subsidiaries Retained earnings |
2020 $ (47,428) (168,911) (732,682) $ (949,021) |
2019 |
|---|---|---|
| 3,235 10,242 - |
||
| 13,477 |
(Continued)
69
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(x) Loss of control in subsidiary
Prior to March 2019, NSHD was a subsidiary of the Group. In March 2019, NSHD issued new shares to align with strategic partners and the Group did not subscribe for these new shares. Since the Group’s ownership interest in NSHD was reduced to 30%, the Group lost control over it. Therefore, the remaining 30% of NSHD’ s equity is remeasured at fair value of $459,386, resulting in gain on disposal of investments of $289,667. In addition, in order to ensure NSHD's future development towards old age care business, after this capital increase, the other shareholder who holds 70% of NSHD’s equity will provide a deposit of CNY300,000 thousand to NMH to guarantee that NSHD’ s development direction and progress can be carried out in accordance with the agreement (i.e. after the capital increase, NSHD will complete no less than 80% of the NSHD silver age business project within five years.) If the other shareholder can achieve the required progress, the NHM shall refund the deposit without interest as the required progress was reached. If the other shareholder fails to develop the agreed business items or the progress requirements cannot be reached within five years, the aforementioned deposit will be owned by NHM and will not be refunded. In May 2019, NHM received a deposit of CNY300,000 thousand from the other shareholder, which was recorded as other non-current liabilities.
The carrying amount of assets and liabilities of NSHD on the date of disposal was as follows:
| Cash and cash equivalents | $ | 741 |
|---|---|---|
| Property, plant and equipment | 244,928 | |
| Right-of-use assets | 169,719 | |
| Other payables | (245,669) | |
| Carrying amount of net assets | $ | 169,719 |
- (xi) Subsidiaries that have material non-controlling interest:
Subsidiaries that have material non-controlling interest were as follows:
| Principal place of business Subsidiaries /Registration country BMC Taiwan BBHC Cayman Islands DFI Taiwan Sysage Taiwan Alpha Taiwan |
The Percentage of ownership and voting rights held by non- controlling interests December 31, 2020 December 31, 2019 % 56.44 % 56.44 % 29.95 % 29.95 % 44.91 % 44.91 % 64.96 % 64.96 % 40.13 - |
|---|---|
The summarized financial information of subsidiaries were as follows, the information was prepared in accordance with Taiwan-IFRSs. Included in these information are the fair value adjustment made during the acquisition as at the acquisition date. Intra-group transactions were not eliminated in this information:
(Continued)
70
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- 1) The summarized financial information of BMC:
| Current assets Non-current assets Current liabilities Non-current liabilities Net assets The carrying amount of non-controlling interests Net sales Net income Other comprehensive income Total comprehensive income Net income attributable to non-controlling interests Total comprehensive income attributable to non- controlling interests Cash flow from operating activities Cash flow from investing activities Cash flow from financing activities Effects of foreign exchange rate changes Net increase (decrease) in cash and cash equivalents Cash dividends paid to non-controlling interests |
December 31, 2020 $ 5,552,093 5,507,358 (4,970,859) (1,765,817) $ 4,322,775 $ 2,439,936 2020 $ 15,049,948 $ 395,973 (49,638) $ 346,335 $ 223,494 $ 195,477 $ 1,103,302 (662,230) (522,306) 33,223 $ (48,011) $ 90,493 |
December 31, 2019 4,572,402 5,755,519 (3,977,707) (2,219,246) 4,130,968 2,331,673 2019 13,942,969 256,740 (39,087) 217,653 144,737 122,713 1,131,775 (718,148) (402,348) 15,962 27,241 108,591 |
|---|---|---|
2) The summarized financial information of BBHC:
| Current assets Non-current assets Current liabilities Non-current liabilities Net assets The carrying amount of non-controlling interests |
December 31, 2020 $ 2,399,340 8,055,836 (3,952,233) (2,607,564) $ 3,895,379 $ 1,184,330 |
December 31, 2019 2,053,670 7,853,118 (3,076,371) (3,028,298) 3,802,119 1,150,500 |
|---|---|---|
(Continued)
71
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Net sales Net income Other comprehensive income Total comprehensive income Net income attributable to non-controlling interests Total comprehensive income attributable to non- controlling interests Cash flow from operating activities Cash flow from investing activities Cash flow from financing activities Effects of foreign exchange rate changes Net increase (decrease) in cash and cash equivalents Cash dividends paid to non-controlling interests |
2020 $ 7,585,912 $ 100,321 214,055 $ 314,376 $ 30,046 $ 24,449 2020 $ (35,676) (349,794) 86,611 (7,114) $ (305,973) $ - |
2019 7,974,083 575,152 (68,162) 506,990 170,275 125,724 2019 1,037,534 (349,917) (657,982) 247 29,882 - |
|---|---|---|
3) The summarized financial information of DFI:
| Current assets Non-current assets Current liabilities Non-current liabilities Net assets The carrying amount of non-controlling interests Net sales Net income Other comprehensive income Total comprehensive income Net income attributable to non-controlling interests Total comprehensive income attributable to non- controlling interests |
December 31, 2020 $ 5,546,713 5,554,031 (2,771,923) (536,101) $ 7,792,720 $ 3,992,047 2020 $ 8,349,522 $ 330,651 (27,971) $ 302,680 $ 186,394 $ 171,059 |
December 31, 2019 6,017,867 5,606,163 (3,029,053) (512,191) 8,082,786 4,081,632 2019 7,031,784 478,078 (8,548) 469,530 211,408 204,364 |
|---|---|---|
(Continued)
72
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Cash flow from operating activities Cash flow from investing activities Cash flow from financing activities Effects of foreign exchange rate changes Net increase (decrease) in cash and cash equivalents Cash dividends paid to non-controlling interests The summarized financial information of Sysage: Current assets Non-current assets Current liabilities Non-current liabilities Net assets The carrying amount of non-controlling interests Net sales Net income Other comprehensive income Total comprehensive income Net income attributable to non-controlling interests Total comprehensive income attributable to non- controlling interests Cash flow from operating activities Cash flow from investing activities Cash flow from financing activities Net increase (decrease) in cash and cash equivalents Cash dividends paid to non-controlling interests |
2020 $ 502,634 29,916 (634,275) (21,373) $ (123,098) $ 257,050 December 31, 2020 $ 6,541,097 2,507,804 (3,146,894) (576,073) $ 5,325,934 $ 3,468,194 2020 $ 13,512,521 $ 568,895 - $ 568,895 $ 379,046 $ 379,046 $ 605,078 (274,063) (295,578) $ 35,437 $ 367,072 |
2019 1,603,948 427,231 (974,581) (24,724) 1,031,874 271,445 December 31, 2019 6,436,838 2,346,931 (2,784,583) (605,338) 5,393,848 3,528,119 August 15, 2019 to December 31, 2019 4,561,486 159,843 - 159,843 94,515 94,515 42,286 (10,035) (1,320,421) (1,288,170) - |
|---|---|---|
4) The summarized financial information of Sysage:
(Continued)
73
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
5) The summarized financial information of Alpha:
| Current assets Non-current assets Current liabilities Non-current liabilities Net assets The carrying amount of non-controlling interests Net sales Net income Other comprehensive income Total comprehensive income Net income attributable to non-controlling interests Total comprehensive income attributable to non-controlling interests Cash flow from operating activities Cash flow from investing activities Cash flow from financing activities Net decrease in cash and cash equivalents Cash dividends paid to non-controlling interests |
December 31, 2020 $ 20,706,337 9,951,500 (13,715,201) (952,481) $ 15,990,155 $ 7,628,139 July 23, 2020 to December 31, 2020 $ 16,440,690 $ 465,742 187,329 $ 653,071 $ 289,404 $ 379,326 $ 266,552 (1,200,866) 403,874 $ (530,440) $ - |
|---|---|
(Continued)
74
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(j) Property, plant and equipment
| Cost: Balance at January 1, 2020 Additions Acquisition through business combination Disposals Reclassification to non-current assets held for sale Reclassification to investment property Other reclassification and effect of exchange rate changes Balance at December 31, 2020 Balance at January 1, 2019 Additions Acquisition through business combination Disposals Derecognition of subsidiaries Reclassification to non-current assets held for sale Reclassification to investment property Other reclassification and effect of exchange rate changes Balance at December 31, 2019 Accumulated depreciation and impairment loss: Balance at January 1, 2020 Depreciation Acquisition through business combination Disposals Reclassification to non-current assets held for sale Reclassification to investment property Other reclassification and effect of exchange rate changes Balance at December 31, 2020 |
Land $ 5,682,857 6,586 988,074 - (163,057) (9,763) (66,809) $ 6,437,888 $ 3,684,024 28 2,003,787 - - (3,687) - (1,295) $ 5,682,857 $ - - - - - - - $ - |
Buildings 21,306,465 1,040,122 4,456,724 (24,344) (307,511) (3,976) 298,906 26,766,386 20,334,023 196,842 1,375,722 (45,459) - (1,224) (96,976) (456,463) 21,306,465 9,586,415 833,809 1,917,784 (24,042) (351,287) (709) (87,525) 11,874,445 |
Machinery 15,914,940 1,467,671 2,806,125 (871,120) - - 107,681 19,425,297 14,638,057 1,167,701 253,066 (398,623) - - - 254,739 15,914,940 11,229,958 1,260,998 1,985,724 (750,357) - - (164,432) 13,561,891 |
Other equipment 4,615,020 1,101,214 1,183,627 (225,892) (13,574) - (816,091) 5,844,304 4,078,467 1,030,977 283,483 (140,430) - - - (637,477) 4,615,020 3,132,073 442,557 605,491 (209,139) (4,259) - (7,777) 3,958,946 |
Construction in progress 345,142 1,101,703 561,539 - - - (898,749) 1,109,635 334,132 106,457 226,300 - (244,928) - - (76,819) 345,142 - - - - - - - - |
Total 47,864,424 4,717,296 9,996,089 (1,121,356) (484,142) (13,739) (1,375,062) 59,583,510 43,068,703 2,502,005 4,142,358 (584,512) (244,928) (4,911) (96,976) (917,315) 47,864,424 23,948,446 2,537,364 4,508,999 (983,538) (355,546) (709) (259,734) 29,395,282 |
|---|---|---|---|---|---|---|
(Continued)
75
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Balance at January 1, 2019 Depreciation Acquisition through business combination Disposals Reclassification to non-current assets held for sale Reclassification to investment property Other reclassification and effect of exchange rate changes Balance at December 31, 2019 Carrying amount: Balance at December 31, 2020 Balance at December 31, 2019 |
Land $ - - - - - - - $ - $ 6,437,888 $ 5,682,857 |
Buildings 8,840,198 755,080 248,301 (43,593) (689) (16,101) (196,781) 9,586,415 14,891,941 11,720,050 |
Machinery 10,413,357 1,114,397 190,195 (368,104) - - (119,887) 11,229,958 5,863,406 4,684,982 |
Other equipment 2,802,110 367,282 176,189 (129,322) - - (84,186) 3,132,073 1,885,358 1,482,947 |
Construction in progress - - - - - - - - 1,109,635 345,142 |
Total 22,055,665 2,236,759 614,685 (541,019) (689) (16,101) (400,854) 23,948,446 30,188,228 23,915,978 |
|---|---|---|---|---|---|---|
-
(i) The Group owned a parcel of land with a book value of $104,324. Because of certain legal restrictions, this land was registered under the name of individuals. In order to protect the Group’ s rights to this land, the Group signed a deed of trust with these individuals, under which they are obliged to surrender their rights to the Group when required.
-
(ii) Pledge as collateral
Refer to note 8 for a description of the Group’ s property, plant and equipment pledged as collateral for long-term debt.
(k) Right-of-use assets
| Cost: Balance at January 1, 2020 Additions Acquisition through business combination Reclassification to non-current assets held for sale Reclassification to investment property Disposals Reclassification from other non-current assets Other reclassification and effect of exchange rate changes Balance at December 31, 2020 |
Land $ 2,285,678 - 1,282,610 - - - 598,198 (78,659) $ 4,087,827 |
Buildings 2,973,814 235,732 151,056 (40,501) (403,147) (166,344) - (31,147) 2,719,463 |
Transportation equipments 36,861 9,954 9,555 - - (7,635) - (10,964) 37,771 |
Total 5,296,353 245,686 1,443,221 (40,501) (403,147) (173,979) 598,198 (120,770) 6,845,061 |
|---|---|---|---|---|
(Continued)
76
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Balance at January 1, 2019 Additions Acquisition through business combination Derecognition of subsidiaries Disposals Other reclassification and effect of exchange rate changes Balance at December 31, 2019 Accumulated depreciation: Balance at January 1, 2020 Depreciation Acquisition through business combination Reclassification to non-current assets held for sale Reclassification to investment property Disposals Other reclassification and effect of exchange rate changes Balance at December 31, 2020 Balance at January 1, 2019 Depreciation Acquisition through business combination Derecognition of subsidiaries Disposals Effect of exchange rate changes Balance at December 31, 2019 Carrying amount: Balance at December 31, 2020 Balance at December 31, 2019 |
Land $ 2,517,306 - 17,558 (237,924) - (11,262) $ 2,285,678 $ 723,385 65,471 69,607 - - - (44,066) $ 814,397 $ 770,268 46,364 - (68,205) - (25,042) $ 723,385 $ 3,273,430 $ 1,562,293 |
Buildings 2,466,762 176,935 361,364 - (5,631) (25,616) 2,973,814 1,050,396 412,819 69,312 (6,871) (99,162) (166,344) 43,883 1,304,033 605,733 407,370 77,699 - (5,631) (34,775) 1,050,396 1,415,430 1,923,418 |
Transportation equipments 24,323 10,957 1,495 - - 86 36,861 20,036 11,441 2,318 - - (7,635) (6,085) 20,075 10,950 9,718 546 - - (1,178) 20,036 17,696 16,825 |
Total 5,008,391 187,892 380,417 (237,924) (5,631) (36,792) 5,296,353 1,793,817 489,731 141,237 (6,871) (99,162) (173,979) (6,268) 2,138,505 1,386,951 463,452 78,245 (68,205) (5,631) (60,995) 1,793,817 4,706,556 3,502,536 |
|---|---|---|---|---|
(Continued)
77
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(l) Investment property
| Cost: Balance at January 1, 2020 Additions Reclassification from property, plant and equipment Reclassification from right-of-use assets Disposals Effect of exchange rates changes Balance at December 31, 2020 Balance at January 1, 2019 Effects of initial application of IFRS 16 Acquisition through business combination Additions Reclassification from property, plant and equipment Effect of exchange rate changes Balance at December 31, 2019 Accumulated depreciation: Balance at January 1, 2020 Depreciation Reclassification from property, plant and equipment Reclassification from right-of-use assets Disposals Effect of exchange rate changes Balance at December 31, 2020 Balance at January 1, 2019 Effects of initial application of IFRS 16 Depreciation Acquisition through business combination Reclassification from property, plant and equipment Effect of exchange rate changes Balance at December 31, 2019 Carrying amount: Balance at December 31, 2020 Balance at December 31, 2019 Fair value: Balance at December 31, 2020 Balance at December 31, 2019 |
Buildings $ 3,805,911 6,148 3,976 403,147 (1,700) 18,875 $ 4,236,357 $ 3,694,434 - 147,918 98 96,976 (133,515) $ 3,805,911 $ 991,741 189,113 709 99,162 (1,700) (20,748) $ 1,258,277 $ 859,959 - 132,821 19,069 16,101 (36,209) $ 991,741 $ 2,978,080 $ 2,814,170 |
Land use rights Total 795,078 4,600,989 - 6,148 9,763 13,739 - 403,147 - (1,700) (474) 18,401 804,367 5,040,724 - 3,694,434 823,712 823,712 - 147,918 - 98 - 96,976 (28,634) (162,149) 795,078 4,600,989 205,136 1,196,877 15,751 204,864 - 709 - 99,162 - (1,700) 530 (20,218) 221,417 1,479,694 - 859,959 196,088 196,088 16,564 149,385 - 19,069 - 16,101 (7,516) (43,725) 205,136 1,196,877 582,950 3,561,030 589,942 3,404,112 $ 13,783,071 $ 13,170,095 |
|---|---|---|
(Continued)
78
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
Investment property comprises a number of commercial properties and factories that are leased to third parties. The fair value of the investment property is determined by referring to the market price of similar real estate transaction in the same area by management or considering the discounted value of the cash flow that the Group expects to receive sub-lease rent. The inputs, which are used in the fair value measurement, were classified to level 3.
Refer to note 8 for a description of the Group’s investment property pledged as collateral for bank loans.
(m) Intangible assets
| Costs: Balance at January 1, 2020 Addition Acquisition through business combination Disposal Reclassification and effect of exchange rate changes Balance at December 31, 2020 Balance at January 1, 2019 Addition Acquisition through business combination Disposal Reclassification and effect of exchange rate changes Balance at December 31, 2019 Accumulated amortization and impairment loss: Balance at January 1, 2020 Amortization Disposal Impairment loss Acquisition through business combination Reclassification and effect of exchange rate changes Balance at December 31, 2020 Balance at January 1, 2019 Amortization Acquisition through business combination Disposal Reclassification and effect of exchange rate changes Balance at December 31, 2019 Carrying amount: Balance at December 31, 2020 Balance at December 31, 2019 |
Goodwill $ 2,980,359 - 2,359,134 - (58,197) $ 5,281,296 $ 2,663,300 - 324,383 - (7,324) $ 2,980,359 $ 3,792 - - 6,585 - (233) $ 10,144 $ 3,791 - - - 1 $ 3,792 $ 5,271,152 $ 2,976,567 |
Computer software 597,622 180,975 246,322 (13,108) 9,000 1,020,811 503,650 101,671 9,088 (5,946) (10,841) 597,622 489,590 139,117 (13,108) - 184,348 2,783 802,730 407,700 96,536 8,746 (5,946) (17,446) 489,590 218,081 108,032 |
Patents 73,732 - 783,055 - (2,917) 853,870 55,745 - 19,000 - (1,013) 73,732 52,602 72,797 - - 314 (1,997) 123,716 26,324 7,904 19,000 - (626) 52,602 730,154 21,130 |
Trademarks 1,203,307 - 303,164 - (282) 1,506,189 1,203,347 1,328 - - (1,368) 1,203,307 307,805 136,696 - - 13,409 (48) 457,862 184,658 123,931 - - (784) 307,805 1,048,327 895,502 |
Customer relationships 1,370,023 - 607,208 - 79,406 2,056,637 1,316,190 - 50,285 - 3,548 1,370,023 349,384 195,927 - - 25,728 1,239 572,278 185,556 162,052 - - 1,776 349,384 1,484,359 1,020,639 |
Others 183,013 51,502 470,266 (33,216) (25,466) 646,099 170,196 18,415 13,028 (7,178) (11,448) 183,013 135,772 76,432 (33,216) - 122,369 (22,080) 279,277 109,736 31,702 7,878 (1,928) (11,616) 135,772 366,822 47,241 |
Total 6,408,056 232,477 4,769,149 (46,324) 1,544 |
|---|---|---|---|---|---|---|---|
| 11,364,902 | |||||||
| 5,912,428 121,414 415,784 (13,124) (28,446) |
|||||||
| 6,408,056 | |||||||
| 1,338,945 620,969 (46,324) 6,585 346,168 (20,336) |
|||||||
| 2,246,007 | |||||||
| 917,765 422,125 35,624 (7,874) (28,695) |
|||||||
| 1,338,945 | |||||||
| 9,118,895 | |||||||
| 5,069,111 |
(Continued)
79
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(i) Amortization
The amortization of intangible assets is included in the following line items of the statement of comprehensive income:
| Cost of sales Operating expenses |
2020 $ 74,139 $ 546,830 |
2019 |
|---|---|---|
| 70,203 | ||
| 351,922 |
(ii) Impairment test on goodwill
The carrying amounts of goodwill arising from business combinations and the respective CGUs to which the goodwill was allocated for impairment test purpose as of December 31, 2020 and 2019 were as follows:
| Alpha (including Hitron Technologies and Interactive Digital) DFI PTT Other CGUs without significant goodwill |
December 31, 2020 $ 2,120,135 1,622,575 924,757 603,685 $ 5,271,152 |
December 31, 2019 |
|---|---|---|
| - 1,670,735 941,147 364,685 |
||
| 2,976,567 |
Each CGU or group of CGUs to which the goodwill is allocated represents the lowest level within the group, at which the goodwill is monitored for internal management purpose. Based on the results of impairment tests conducted by the Group, the recoverable amount exceeded its carrying amount; as a result, no impairment loss was recognized. The recoverable amount of a CGU was determined based on the value in use, and the related key assumptions were as follows:
| Alpha (including Hitron Technologies and Interactive Digital): Revenue growth rate Discount rates DFI: Revenue growth rate Discount rates |
December 31, 2020 4%~15% 16.98% December 31, 2020 December 31, 2019 16%~24% 10%~53% 17.17% 16.58% |
|---|---|
(Continued)
80
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| PTT: Revenue growth rate Discount rates |
December 31, 2020 December 31, 2019 -5%~6% 6%~8% 13.92% 15.38% |
|---|---|
-
1) The cash flow projections were based on historical operating performance and future financial budgets, covering a period of 5 years, approved by management and estimated terminal values at the end of the 5-year period. Cash flows beyond that 5-year period have been extrapolated using 1.5% to 3.74% growth rate.
-
2) The estimation of discount rate is based on the weighted average cost of capital.
(n) Short-term borrowings
- (i) The details of short-term borrowings were as follows:
| Unsecured bank loans $ Secured bank loans Letters of credits $ Unused credit facilities $ Interest rate |
December 31, 2020 20,847,734 284,196 - 21,131,930 56,994,411 0.18%~4.2% |
December 31, 2019 |
|---|---|---|
| 19,199,407 571,397 131,266 |
||
| 19,902,070 | ||
| 39,259,678 | ||
| 0.40%~6.09% |
-
(ii) Refer to note 8 for a description of the Group’s assets pledged as collateral to secure the bank loans.
-
(o) Long-term debt
| Unsecured bank loans Secured bank loans Less: current portion of long-term debt Long-term debt Unused credit facilities Interest rate Maturity year |
December 31, 2020 $ 17,840,802 5,062,533 (536,537) $ 22,366,798 $ 19,213,412 1.05%~4.60% 2021~ 2030 |
December 31, 2019 11,070,585 6,004,225 (400,143) 16,674,667 12,402,874 0.55%~4.90% 2020~ 2030 |
|---|---|---|
(i) Collateral for bank borrowings
Refer to note 8 for a description of the Group’s assets pledged as collateral to secure the bank loans.
(Continued)
81
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(ii) Low interest rate loan from government assistance
In early 2020, the Group obtained the low interest rate loans from the bank in accordance with “Guidelines of Project Loans for Returning Overseas Taiwanese Businesses". The preferential interest rate is 0.63%~0.8128%. As of December 31, 2020, the related loan amount was $2,660,917. The estimated fair value of the loan was $2,616,887 using the prevailing market interest rate of 1.05%~1.30%. The difference of $44,030 was regarded as government grant and was recognized as deferred income. In 2020, the deferred income of $7,016 was transferred and recognized in other income.
(iii) Compliance with loan agreement
According to the syndicated loan agreement signed between the Company and its subsidiary (QLLB), and the banks, the Company and QLLB have promised to maintain certain financial ratios based on the Group’ s semi-annual reviewed consolidated financial statements and annual audited consolidated financial statements. If the Group violates any of the related financial ratios, the Group should mend it in a specific period, and then the failure to maintain the required financial ratios would not be considered a default. The Group has also pledged stock to secure the syndicated loan and has to maintain the fair value of the related pledged stock at a specific percentage of the loan.
Also, according to the syndicated loan agreement signed between BMC and the banks, BMC has promised to maintain certain financial ratios, including current ratio, debt ratio and minimum tangible net worth, based on BMC’ s annual audited consolidated financial statements. If BMC violates any of the related financial ratios, according to the syndicated loan agreement, BMC shall file an application for waiver and financial improvement plan to the managing bank. Failure to maintain the required financial ratios would not be considered a default unless a resolution is made by a majority of the banks to refuse to grant a waiver to BMC.
For the years 2020 and 2019, the Company’s and QLLB’s and BMC’s financial ratio was in compliance with the syndicated loan agreement.
(p) Bonds payable
The details on Interactive Digital's unsecured convertible corporate bonds were as follows:
| Total convertible corporate bonds issued Unamortized bond discount Cumulative converted amount Current portion of bonds payable Embedded derivative – call and put options, included in financial assets at fair value through profit or loss |
December 31, 2020 $ 600,000 (17,393) (56,100) $ 526,507 $ 543 |
|---|---|
(Continued)
82
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
In response to future operational needs, Interactive Digital purchased office buildings and warehouses, wherein the Financial Supervisory Commission of the Republic of China approved its issuance of unsecured convertible corporate bonds on November 6, 2019 under the following conditions:
Total amount issued $600,000 Issued date November 22, 2019 Coupon rate 0% Maturity date November 22, 2022 Final Redemption Other than converting as Interactive Digital's ordinary share, or exercising put option, or early redeeming or repurchasing the bonds from securities dealers to write off, Interactive Digital will repay the convertible bond in cash at par value upon maturity.
-
Redemption at the option 1.If the closing price of the Interactive Digital's ordinary share exceeds of Digital Interactive 30% of the conversion price for 30 consecutive trading days from 3 months after the issuance of the bonds to 40th day before maturity, Digital Interactive will be able to redeem the outstanding bonds at par value.
-
2.If the balance of the outstanding bonds is lower than $60,000 from 3 months after the issuance of the bonds to 40th day before maturity, Digital Interactive will be able to redeem the outstanding bonds at par value.
-
Repurchase at the option If the bond has been issued for 2 years, the bondholder may request of bondholder Interactive Digital to repurchase the bond at par value, plus interest, within 40th day before maturity. The interest rate for the bond issued for 2 years was 0.5% at par value.
-
Conversion period The bondholder may request the stock transfer agency of Interactive Digital to convert the bond to ordinary shares during the 3 months period after issuance until maturity date, except during the period in which the transfer is suspended by laws.
-
Conversion price The conversion price was set at $ 78.5 (dollars) at the time of issuance. As of December 31, 2019, the conversion price was $ 78.5 (dollars). Starting from July 27, 2020, the conversion price had been adjusted to $72.5 (dollars).
Interactive Digital, a subsidiary of Alpha, issued the above convertible corporate bonds, wherein the conversion options were separated from the liabilities, and the equity and liabilities components were recognized separately as follows:
| were recognized separately as follows: | ||
|---|---|---|
| Items | Amount | |
| Total amount of convertible corporate bonds issued | $ | 600,000 |
| Fair value of embedded non-equity derivative issued | (2,040) | |
| Cost of issuing | (5,000) | |
| Fair value of bonds payable issued | (569,041) | |
| Equity component – conversion options | $ | 23,919 |
(Continued)
83
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
After the separation of the above-mentioned embedded derivatives, the effective interest rate of Interactive Digital's unsecured convertible corporate bonds was 1.7%.
(q) Lease liabilities
| Current: Related parties $ Non-related parties $ Non-current: Related parties $ Non-related parties $ |
December 31, 2020 86,737 368,303 455,040 91,779 1,473,817 1,565,596 |
December 31, 2019 |
|---|---|---|
| 85,237 321,418 |
||
| 406,655 | ||
| 186,050 1,420,402 |
||
| 1,606,452 |
Please refer to note 6(ac) for the maturity analysis.
The amounts recognized in profit or loss were as follows:
| Expenses relating to short-term leases Income from sub-leasing right-of-use assets Interest on lease liabilities |
2020 $ 82,978 $ 46,079 $ 40,763 |
2019 |
|---|---|---|
| 78,263 46,147 44,822 |
The amounts recognized in the statement of cash flows for the Group were as follows:
| Total cash outflow for leases |
2020 $ 629,053 |
2019 |
|---|---|---|
| 573,468 |
(i) Real estate leases
The Group leases buildings for its office, store and factory. The leases typically run for 3 to 10 years. The Group has to negotiate the new leased term and recognize relevant right-of-use assets and lease liabilities when the lease expires. Some of the leases include an option to renew the lease for an additional period of the same duration after the end of the contract term.
(ii) Other leases
The Group leases transportation equipment, with lease terms of 1 to 5 years. In addition, the Group leases some plants, dormitory, and transportation equipment with contract terms within one year. These leases are short-term and the Group has elected to applied exemption and not to recognize right-of-use assets and lease liabilities.
(Continued)
84
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(r) Provisions
| Balance at January 1, 2020 Liabilities assumed in a business combination Provisions made Amount utilized Amount reversed Effect of exchange rate changes Balance at December 31, 2020 Current Non-current Balance at January 1, 2019 Provisions made Amount utilized Amount reversed Effect of exchange rate changes Balance at December 31, 2019 Current Non-current |
Warranties $ 1,049,457 204,261 587,301 (306,006) (26,943) (11,646) $ 1,496,424 $ 808,823 $ 687,601 $ 1,029,757 571,189 (490,695) (50,921) (9,873) $ 1,049,457 $ 440,084 $ 609,373 |
Restructuring 1,000 - - (1,000) - - - - - 1,000 - - - - 1,000 1,000 - |
Total 1,050,457 204,261 587,301 (307,006) (26,943) (11,646) 1,496,424 808,823 687,601 1,030,757 571,189 (490,695) (50,921) (9,873) 1,050,457 441,084 609,373 |
|---|---|---|---|
The provision for warranties is estimated based on historical warranty data associated with similar products and services. The Group expects to settle most of the warranty liability within three years from the date of the sale of the product.
- (s) Operating lease—the Group acts as a lessor
(i) Lessor
The Group leased its investment property under operating leases. Please refer to note 6(l). The future minimum lease payments under operating leases are as follows:
| Not later than 1 year Later than 1 year but not later than 5 years Later than 5 years |
December 31, 2020 $ 318,784 424,205 96,131 $ 839,120 |
December 31, 2019 |
|---|---|---|
| 514,417 362,246 33,824 |
||
| 910,487 |
(Continued)
85
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
In 2020 and 2019, the rental income from investment property (classified under net sales) amounted to $550,439 and $698,220, respectively. Related operating expenses (classified under cost of sales) were as follows:
| Arising from investment property that generated rental income Arising from investment property that did not generate rental income |
2020 $ 172,638 46,097 $ 218,735 |
2019 |
|---|---|---|
| 230,795 16,683 |
||
| 247,478 |
The Group also leased its land and buildings to others under operating leases. In 2020 and 2019, the resulting rental income from land and buildings amounted to $149,504 and $146,573, - respectively, and was recognized under non-operating income and loss other gains and losses - net.
(t) Employee benefits
(i) Defined benefit plans
The reconciliation between the present value of defined benefit obligations and the net defined benefit liabilities (assets) for defined benefit plans was as follows:
| Present value of defined benefit obligations Fair value of plan assets Effects of the asset ceiling Net defined benefit liabilities (reported under other non- current liabilities) Present value of defined benefit obligations Fair value of plan assets Effects of the asset ceiling Net defined benefit assets (reported under other non- current assets) |
December 31, 2020 $ 1,376,877 (676,249) 700,628 - $ 700,628 December 31, 2020 $ 222,147 (273,980) (51,833) - $ (51,833) |
December 31, 2019 957,053 (566,175) 390,878 - 390,878 December 31, 2019 210,306 (270,026) (59,720) - (59,720) |
|---|---|---|
The Company and its domestic subsidiaries make defined benefit plan contributions to the pension fund account at Bank of Taiwan that provides pension benefits for employees upon retirement. The plans (covered by the Labor Standards Law) entitle a retired employee to receive a payment based on years of service and average salary for the six months prior to the employee’s retirement.
(Continued)
86
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- 1) Composition of plan assets
The pension fund (the “Fund”) contributed by the Company and its domestic subsidiaries is managed and administered by the Bureau of Labor Funds of the Ministry of Labor (the Bureau of Labor Funds). According to the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund, with regard to the utilization of the Fund, minimum earnings shall be no less than the earnings attainable from two-year time deposits with interest rates offered by local banks.
As of December 31, 2020 and 2019, the Group’s labor pension fund account balance at Bank of Taiwan amounted to $950,229 and $836,201, respectively. Refer to the website of the Bureau of Labor Funds for information on the labor pension fund assets including the asset portfolio and yield of the fund.
2) Movements in present value of defined benefit obligations
In 2020 and 2019, the movements in present value of defined benefit obligations of the Group were as follows:
| Defined benefit obligations at January 1 Current service costs and interest expense Liabilities assumed in a business combination Gain on curtailment Remeasurement on the net defined benefit liabilities (assets): -Actuarial losses (gains) arising from experience adjustments -Actuarial losses (gains) arising from changes in financial assumptions Benefits paid by the plan Benefits paid by employer Defined benefit obligations at December 31 |
2020 $ 1,167,359 17,780 387,077 - (46,397) 126,753 (50,776) (2,772) $ 1,599,024 |
2019 1,112,610 18,029 35,161 (733) 18,575 37,275 (49,674) (3,884) 1,167,359 |
|---|---|---|
- 3) Movements of fair value of plan assets
In 2020 and 2019, the movements of the fair value of plan assets of the Group were as follows:
| Fair value of plan assets at January 1 Interest income Assets acquired through business combination Remeasurement on the net defined benefit liabilities (assets) -Actuarial gains (losses) Contributions by the employer Benefits paid by the plan Fair value of plan assets at December 31 |
2020 $ 836,201 9,609 97,796 28,518 28,881 (50,776) $ 950,229 |
2019 787,958 10,999 32,169 26,656 28,093 (49,674) 836,201 (Continued) |
|---|---|---|
87
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- 4) Changes in the effect of the asset ceiling
In 2020 and 2019, there was no effect of the asset ceiling.
- 5) Expenses recognized in profit or loss
In 2020 and 2019, the expenses recognized in profit or loss were as follows:
| Current service costs Net interest expense on the net defined benefit liability (asset) Gain on curtailment Cost of sales Selling expenses Administrative expenses Research and development expenses |
2020 $ 3,207 4,964 - $ 8,171 $ 1,827 1,420 1,327 3,597 $ 8,171 |
2019 2,860 4,170 (733) 6,297 902 1,030 1,042 3,323 6,297 |
|---|---|---|
- 6) Actuarial assumptions
The principal assumptions of the actuarial valuation were as follows:
| Discount rate Future salary increases rate |
December 31, 2020 December 31, 2019 0.34%~0.75% 0.75%~1.25% 1.00%~3.00% 1.625%~3.00% |
|---|---|
The Group expects to make contribution of $45,168 to the defined benefit plans in the year following December 31, 2020.
The weighted average duration of the defined benefit plans is ranged from 9.4 years to 20.0 years.
(Continued)
88
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
7) Sensitivity analysis
The following table summarizes the impact of a change in the assumptions on the present value of the defined benefit obligation on December 31, 2020 and 2019.
| December 31, 2020 Discount rate Future salary change December 31, 2019 Discount rate Future salary change |
Increase (decrease) in present value of defined benefit obligations 0.25% Increase 0.25% Decrease (49,734) 51,779 49,573 (47,904) (36,794) 38,362 37,126 (35,835) |
|---|---|
Each sensitivity analysis considers the change in one assumption at a time, leaving the other assumptions unchanged. This approach shows the isolated effect of changing one individual assumption but does not take into account that some assumptions are related. The method used to carry out the sensitivity analysis is the same as the calculation of the net defined benefit liabilities recognized in the balance sheets.
(ii) Defined contribution plans
The Company and its domestic subsidiaries contribute monthly an amount equal to 6% of each employee’s monthly wages to the employee’s individual pension fund account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. Foreign subsidiaries make contributions in compliance with their respective local regulations.
For the years ended December 31, 2020 and 2019, the Group recognized pension expenses of $619,725 and $772,270, respectively, in relation to the defined contribution plans.
(u) Income taxes
(i) In 2020 and 2019, the components of income tax expense were as follows:
| Current income tax expense Deferred income tax expense (benefit) Origination and reversal of temporary differences Changes in unrecognized deductible temporary differences Changes in unrecognized tax losses Income tax expense |
2020 $ 1,634,061 (279,631) 369,213 122,432 212,014 $ 1,846,075 |
2019 1,079,516 1,191,862 (218,733) (517,298) 455,831 1,535,347 |
|---|---|---|
(Continued)
89
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
In 2020 and 2019, there was no income tax recognized directly in equity or other comprehensive income.
Reconciliation of income tax expense and income before income tax for 2020 and 2019 was as follows:
| Income before income tax Income tax using the Company’s statutory tax rate Effect of different tax rates in foreign jurisdictions Investment income recorded under equity method Tax effect of expenses that are not deductible for tax purposes Changes in unrecognized tax losses Changes in unrecognized temporary differences Surtax on undistributed earnings Investment tax credits Others Income tax expense |
2020 $ 8,212,636 $ 1,642,527 163,066 (99,914) 24,862 122,432 369,213 67,267 (217,664) (225,714) $ 1,846,075 |
2019 5,944,991 1,188,998 105,908 200,054 90,991 (517,298) (218,733) 119,023 - 566,404 1,535,347 |
|---|---|---|
(ii) Deferred income tax assets and liabilities
- 1) Unrecognized deferred income tax assets and liabilities
As the Company is able to control the timing of the reversal of the temporary differences associated with investments in subsidiaries as of December 31, 2020 and 2019, and management considers that it is probable that the temporary differences will not reverse in the foreseeable future, such temporary differences are not recognized as deferred income tax liabilities. In addition, as the Company and certain subsidiaries determined that it is not probable that future taxable profits will be available against which the temporary differences and operating loss carryforwards can be utilized, these items were not recognized as deferred income tax assets.
Unrecognized deferred income tax assets:
| Unrecognized deferred income tax assets: | ||
|---|---|---|
| Loss associated with investments in subsidiaries Deductible temporary differences Tax losses |
December 31, 2020 $ 261,408 2,062,816 551,742 $ 2,875,966 |
December 31, 2019 |
| 212,076 1,675,943 429,310 |
||
| 2,317,329 |
(Continued)
90
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
Unrecognized deferred income tax liabilities:
| December 31, 2020 Net profits associated with investments in subsidiaries$ 1,958,125 |
December 31, 2019 |
|---|---|
| 1,891,133 |
As of December 31, 2020, the unrecognized tax losses and the respective expiry years were as follows:
| Unrecognized tax losses $ 405,128 201,719 231,759 358,716 288,402 88,980 128,216 195,300 175,576 92,245 $ 2,166,041 |
Tax effects of tax losses Year of expiry 117,043 2021 46,311 2022 55,323 2023 96,140 2024 73,390 2025 21,590 2026 31,085 2027 46,978 2028 43,074 2029 20,808 2030 551,742 |
|---|---|
- 2) Recognized deferred income tax assets and liabilities
Changes in the amount of deferred income tax assets and liabilities for 2020 and 2019 were as follows:
Deferred income tax assets:
| Provision for inventory obsolescence Unrealized accrued expenses Unrealized inter-company profits Allowance for sales discounts Valuation loss on financial instruments Deferred revenue Warranty provision Operating loss carryforwards Others |
Balance at January 1, 2020 $ 242,338 137,825 124,266 227,036 6,849 49,842 45,633 388,356 385,002 $ 1,607,147 |
Recognized in profit or loss 20,770 99,013 2,474 26,885 11,318 (13,358) (12,359) (245,456) 17,693 (93,020) |
Acquisition through business combination 9,464 - - - - - 68,432 15,857 119,952 213,705 |
Balance at December 31, 2020 272,572 236,838 126,740 253,921 18,167 36,484 101,706 158,757 522,647 |
|---|---|---|---|---|
| 1,727,832 |
(Continued)
91
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Provision for inventory obsolescence Unrealized accrued expenses Unrealized inter-company profits Allowance for sales discounts Valuation loss on financial instruments Deferred revenue Warranty provision Operating loss carryforwards Others Deferred income tax liabilities: Unrealized foreign exchange gain Intangible assets acquired through business combination Others Unrealized foreign exchange gain Intangible assets acquired through business combination Others |
Balance at January 1, 2019 $ 204,787 173,492 117,279 214,910 5,615 24,594 38,897 730,822 319,366 $ 1,829,762 Balance at January 1, 2020 $ (21,507) (520,045) (434,987) $ (976,539) Balance at January 1, 2019 $ (11,450) (365,737) (301,445) $ (678,632) |
Recognized in profit or loss (11,893) (35,667) 6,987 12,126 1,234 25,248 6,736 (342,466) 19,337 (318,358) Recognized in profit or loss (5,043) 58,918 (172,869) (118,994) Recognized in profit or loss (10,057) (4,982) (122,434) (137,473) |
Acquisition through business combination 49,444 - - - - - - - 46,299 95,743 Assumed in business combination - (519,879) (59,098) (578,977) Assumed in business combination - (149,326) (11,108) (160,434) |
Balance at December 31, 2019 242,338 137,825 124,266 227,036 6,849 49,842 45,633 388,356 385,002 1,607,147 Balance at December 31, 2020 (26,550) (981,006) (666,954) (1,674,510) Balance at December 31, 2019 (21,507) (520,045) (434,987) (976,539) |
|---|---|---|---|---|
(iii) The Company’ s income tax returns for the years through 2018 have been examined and approved by the R.O.C. income tax authorities.
(Continued)
92
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(v) Capital and other equity
(i) Common stock
As of December 31, 2020 and 2019, the Company’ s authorized shares of common stock consisted of 5,000,000,000 shares, of which 1,966,781,958 shares were issued and outstanding. The par value of the Company’s common stock is $10 (dollars) per share.
As of December 31, 2020 and 2019, the Company had issued 285 thousand units and 351 thousand units, respectively, of global depository receipts (GDRs). The GDRs were listed on the Luxemburg Stock Exchange, and each GDR represents five common shares.
(ii) Capital surplus
| Changes in equity of associates accounted for using the equity method Changes in ownership interests in subsidiaries Difference between consideration and carrying amount arising from acquisition or disposal of shares in subsidiaries |
December 31, 2020 $ 97,612 1,781,889 - $ 1,879,501 |
December 31, 2019 |
|---|---|---|
| 222,425 1,829,317 168,911 |
||
| 2,220,653 |
Pursuant to the Company Act, any realized capital surplus is initially used to cover an accumulated deficit, and the balance, if any, could be transferred to common stock as stock dividends based on the original shareholding ratio or distributed as cash dividends based on a resolution approved by the stockholders. Realized capital surplus includes the premium derived from the issuance of shares of stock in excess of par value and donations from stockholders received by the Company. In accordance with the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, distribution of stock dividends from capital surplus in any one year shall not exceed 10% of paid-in capital.
(iii) Unappropriated earnings and dividend policy
The Company’s articles of incorporation stipulate that at least 10% of annual net income after deducting an accumulated deficit, if any, must be retained as a legal reserve until such retention equals the amount of paid-in capital. In addition, a special reserve should be set aside or reversed in accordance with applicable laws and regulations. The remaining balance of the annual net income, together with unappropriated earnings from previous years, if any, can be distributed as dividends after the earnings distribution plan proposed by the Board of Directors is approved during the stockholders’ meeting. The abovementioned distribution of earnings by way of cash dividends should be approved by the Company's Board of Directors and should be reported to the Company's shareholders in its meeting.
(Continued)
93
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
As the Company is a technology- and capital-intensive enterprise in its growing phase, the Company has adopted a remaining earnings appropriation method as its dividend policy in order to meet long-term capital needs and cash requirements of stockholders, and thereby maintain continuous development and steady growth.
The Company’s requirements for future expansion and cash flow are the primary factors that the Company considers when appropriating its earnings. The distribution ratio for cash dividends shall not be less than 10% of the total distribution.
1) Legal reserve
If a company has no accumulated deficit, it may, pursuant to a resolution approved by the stockholders, distribute its legal reserve to shareholders by issuing new shares or by distributing cash for the portion in excess of 25% of the paid-in capital. According to the Company Act and the Company’ s articles of incorporation, the abovementioned distribution of earnings by way of cash dividends should be approved by the Company's Board of Directors and should be reported to the Company's shareholders in its meeting.
2) Special reserve
In accordance with Ruling No. 1010012865 issued by the Financial Supervisory Commission on April 6, 2012, a special reserve equal to the total amount of items that were accounted for as deductions from stockholders’ equity was set aside from current and prior-year earnings. This special reserve shall revert to the retained earnings and be made available for distribution when the items that are accounted for as deductions from stockholders’ equity are reversed in subsequent periods.
3) Earnings distribution
The appropriation of 2019 earnings was approved by the Company's Board of Directors on May 7, 2020. The appropriation of 2018 earnings was approved by the stockholders at the meetings on June 21, 2019. The resolved appropriation of the dividend per share were as follows:
| Dividends per share: Cash dividends |
2019 2018 Dividends per share (in dollars) Amount Dividends per share (in dollars) Amount $ 0.75 1,475,086 0.85 1,671,765 |
2019 2018 Dividends per share (in dollars) Amount Dividends per share (in dollars) Amount $ 0.75 1,475,086 0.85 1,671,765 |
|---|---|---|
| Dividends per share (in dollars) $ 0.75 |
Amount | |
| 1,671,765 |
(Continued)
94
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(iv) Other equity items (net after tax)
- 1) Foreign currency translation differences:
| Balance at January 1 Foreign exchange differences arising from translation of foreign operations Shares of foreign currency translation differences of associates and joint ventures Balance at December 31 |
2020 $ (657,512) (669,456) (86,899) $ (1,413,867) |
2019 128,329 (554,831) (231,010) (657,512) |
|---|---|---|
2) Unrealized gains (losses) on financial assets at fair value through other comprehensive income:
| Balance at January 1 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income Disposal of financial assets measured at fair value through other comprehensive income Share of other comprehensive income of associates Balance at December 31 3) Remeasurement of defined benefit plans: Balance at January 1 Remeasurement of the defined benefit plans Shares of remeasurement of the defined benefit plans of the associates accounted for using the equity method Balance at December 31 |
2020 $ 410,052 180,344 (298,120) 279,053 $ 571,329 2020 $ (361,048) (69,062) 8,003 $ (422,107) |
2019 46,990 311,152 (4,678) 56,588 410,052 2019 (343,741) (24,674) 7,367 (361,048) |
|---|---|---|
(Continued)
95
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(v) Non-controlling interests
| Balance at January 1 Effects of retrospective application Restated balance at January 1 Equity attributable to non-controlling interests Net income Difference between consideration and carrying amount arising from acquisition or disposal of shares in subsidiaries Stock option compensation cost of subsidiary Remeasurements of defined benefit plans Changes in ownership interest in subsidiaries Foreign currency translation differences Changes in equity of associates and joint ventures accounted for using the equity method Unrealized gain (loss) from financial assets measured at fair value through other comprehensive income Distribution of cash dividend by subsidiaries Capital injection from non-controlling interests Changes in non-controlling interests |
2020 $ 14,091,635 - 14,091,635 1,378,082 (2,331,395) 9,381 17,224 47,428 16,834 3,279 (4,235) (953,794) 163,598 10,499,682 $ 22,937,719 |
2019 7,412,327 (13,868) 7,398,459 834,589 (265,028) 5,247 (4,520) (3,235) (88,808) 1,631 11,711 (481,403) 109,341 6,573,651 14,091,635 |
|---|---|---|
(w) Share-based payment
- (i) As of December 31, 2020 and 2019, the Group had the following employee stock option plans (“ESOPs”):
Equity-settled
| BBHC | BBHC | |
|---|---|---|
| ESOP | ESOP | |
| Grant date | 2019/7/31 | 2013/12/30 |
| Number of shares granted | 4,000,000 units, | 1,000,000 units, |
| each unit eligible to | each unit eligible to | |
| subscribe for 1 common | subscribe for 1 common | |
| shares | share | |
| Contract term | 5 years | 10 years |
| Qualified employees | Eligible employees of | Eligible employees of |
| BBHC | BBHC | |
| Vesting conditions | listing and 2 years of | 3~6 years of service |
| service subsequent to grant | subsequent to grant date | |
| date |
(Continued)
96
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(ii) Movements in the number of options outstanding:
| BBHC’s ESOPs Outstanding, beginning of year Granted Outstanding, end of year Exercisable, end of year |
2020 Weighted- average exercise price (in US dollars) Number of options (in thousands) 1.00 4,340 - - 1.00 4,340 1.00 340 |
2019 | 2019 |
|---|---|---|---|
| Weighted- average exercise price (in US dollars) 1.00 - 1.00 1.00 |
Weighted- average exercise price (in US dollars) 1.00 1.00 1.00 1.00 |
Number of options (in thousands) |
|
| 340 4,000 |
|||
| 4,340 | |||
| 340 |
Information on outstanding ESOPs for each reporting date was as follows:
| BBHC (2019/7/31) BBHC (2013/12/30) |
December 31, 2020 Weighted- average remaining contractual years Weighted- average exercise price (in dollars) 3.75 1(in US dollars) 3 1(in US dollars) |
December 31, 2019 |
|---|---|---|
| Weighted- average remaining contractual years 3.75 3 |
Weighted- average remaining contractual years Weighted- average exercise price (in dollars) 4.75 1(in US dollars) 4 1(in US dollars) |
BBHC used the Binomial Option Pricing Model to determine the fair value of the employee stock option. The valuation assumptions were as follows:
| Weighted-average fair value of stock option (US$/share) Exercise price (US$/share) Expected volatility (%) Expected life (in years) Expected dividend (%) Risk-free interest rate (%) |
2019/7/31 2013/12/30 $0.77 $1.16 $1.00 $1.00 38.82%~39.31% 51.40% 5 years 10 years - - 2.98%~3.00% 4.59% |
|---|---|
(iii) The compensation costs recognized for the ESOPs in 2020 and 2019 were $9,381 and $5,247, respectively.
(Continued)
97
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(x) Earnings per share (“EPS”)
(i) Basic earnings per share
The basic earnings per share were calculated as the profit attributable to shareholders of the Company divided by the weighted-average number of ordinary shares outstanding as follows:
| Profit attributable to shareholders of the Company Weighted-average number of ordinary shares outstanding (in thousands) Basic earnings per share (in dollars) (ii) Diluted earnings per share Profit attributable to shareholders of the Company Weighted-average number of ordinary shares outstanding (in thousands) Effect of dilutive potential common stock: Employee bonuses Weighted-average number of ordinary shares outstanding (including effect of dilutive potential common stock) Diluted earnings per share (in dollars) |
2020 $ 4,988,479 1,966,782 $ 2.54 2020 $ 4,988,479 1,966,782 19,965 1,986,747 $ 2.51 |
2019 |
|---|---|---|
| 3,575,055 | ||
| 1,966,782 | ||
| 1.82 | ||
| 2019 | ||
| 3,575,055 | ||
| 1,966,782 18,758 |
||
| 1,985,540 | ||
| 1.80 |
(y) Revenue from contracts with customers
(i) Disaggregation of revenue
| Primary geographical markets: Asia Europe America Others Major products/services lines: Electronic products Medical services Others |
2020 | 2020 | ||||
|---|---|---|---|---|---|---|
| DMS $ 58,898,798 9,697,995 29,770,759 784,276 $ 99,151,828 $ 98,444,604 - 707,224 $ 99,151,828 |
Brand 33,778,553 10,948,926 7,363,329 1,403,454 53,494,262 52,209,264 - 1,284,998 53,494,262 |
Material 14,958,366 28,341 34,954 12,331 15,033,992 14,963,310 - 70,682 15,033,992 |
Networks 3,117,501 1,990,873 11,236,729 95,587 16,440,690 16,440,690 - - 16,440,690 |
Medical 7,580,930 - - - 7,580,930 - 7,580,930 - 7,580,930 |
Total 118,334,148 22,666,135 48,405,771 2,295,648 |
|
| 191,701,702 | ||||||
| 182,057,868 7,580,930 2,062,904 |
||||||
| 191,701,702 |
(Continued)
98
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| DMS Primary geographical markets: Asia $ 49,181,768 Europe 19,362,696 America 34,774,741 Others 880,187 $104,199,392 Major products/services lines: Electronic products $103,487,002 Medical services - Others 712,390 $104,199,392 (ii) Contract balances Notes and accounts receivable (including related parties) Less: loss allowance Contract liabilities |
2019 | |||
|---|---|---|---|---|
For details on notes and accounts receivable and related loss allowance, please refer to note 6(d).
The amount of revenue recognized for the years ended December 31, 2020 and 2019 that were included in the contract liability balance at January 1, 2020 and 2019, were $1,559,356 and $876,788, respectively.
(z) Remuneration to employees and directors
The Company’ s article of incorporation requires that earnings shall first to be offset against any deficit, then, a range from 5% to 20% will be distributed as remuneration to its employees and no more than 1% to its directors. Employees who are entitled to receive the abovementioned employee remuneration, in shares or cash, include the employees of the subsidiaries of the Company who meet certain specific requirement.
For the years ended December 31, 2020 and 2019, the Company estimated its remuneration to employees amounting to $429,669 and $322,920, respectively, and the remuneration to directors amounting to $42,925 and $31,463, respectively. The abovementioned estimated amounts are calculated based on the net profits before tax of each period (excluding the remuneration to employees and directors), multiplied by a certain percentage of the remuneration to employees and directors. The estimations are recognized as cost of sales or operating expenses. If the actual amounts differ from the estimated amounts, the differences shall be accounted as changes in accounting estimates and recognized as profit or loss in next year.
(Continued)
99
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
The abovementioned estimated remuneration to employees and directors is the same as the amount approved by the Board of Directors and will be paid in cash. Related information is available on the Market Observation Post System website of the Taiwan Stock Exchange.
-
(aa) Non-operating income and loss
-
(i) Interest income
| Interest income from bank deposits (ii) Other income Government grants income Dividend income (iii) Other gains and losses-net |
2020 $ 292,609 2020 $ 111,457 71,863 $ 183,320 |
2019 |
|---|---|---|
| 288,657 | ||
| 2019 | ||
| 160,510 55,060 |
||
| 215,570 | ||
| Loss on disposal of property, plant and equipment Gain on disposal of investments (notes 6(h) and (i)) Foreign currency exchange gains (losses) Gains (loss) on financial instruments at fair value through profit or loss Gain on disposal of non-current assets held for sale Impairment losses on non-financial assets Rental income Gain on bargain purchase Gain on reversal of other payables Others Finance costs Interest expense of bank loans Interest expense on lease liabilities |
2020 $ (138) 690,884 (117,444) (2,458) - (6,585) 149,504 - 459,493 209,027 $ 1,382,283 2020 $ 717,236 40,763 $ 757,999 |
2019 (16,478) 440,789 (21,214) 64,007 1,775 - 146,573 26,175 397,889 184,672 1,224,188 2019 966,419 44,822 1,011,241 |
|---|---|---|
(iv) Finance costs
(Continued)
100
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(ab) Financial instruments
-
(i) Categories of financial instruments
-
1) Financial assets
| Financial assets at fair value through profit or loss (including current and non-current) Financial assets at fair value through other comprehensive income(including current and non- current) Financial assets measured at amortized cost: Cash and cash equivalents Notes and accounts receivable and other receivables (including related parties) Other financial assets (including current and non- current) Subtotal Total 2) Financial liabilities |
December 31, 2020 $ 562,774 1,477,680 22,540,418 37,480,213 3,672,698 63,693,329 $ 65,733,783 |
December 31, 2019 |
|---|---|---|
| 785,436 | ||
| 1,357,082 | ||
| 10,780,507 32,169,470 5,171,741 |
||
| 48,121,718 | ||
| 50,264,236 | ||
| December 31, 2020 Financial liabilities at fair value through profit or loss: Held-for-trading $ 135,018 Contingent consideration arising from business combinations 82,766 Subtotal 217,784 Financial liabilities measured at amortized cost: Short-term borrowings 21,131,930 Notes and accounts payable and other payables (including related parties) 52,557,688 Lease liabilities (including current portion and related parties) 2,020,636 Long-term debt (including current portion) 22,903,335 Bonds payable (including current portion) 526,507 Other non-current liabilities-guarantee deposits 1,621,811 Subtotal 100,761,907 Total $ 100,979,691 |
December 31, 2019 |
|---|---|
| 46,119 99,787 |
|
| 145,906 | |
| 19,902,070 40,204,828 2,013,107 17,074,810 - 1,606,232 |
|
| 80,801,047 | |
| 80,946,953 |
(Continued)
101
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- (ii) Fair value information - financial instruments not measured at fair value
The Group considers that the carrying amounts of financial assets and financial liabilities measured at amortized cost approximate their fair values.
-
(iii) Fair value information - Financial instruments measured at fair value
-
1) Fair value hierarchy
The financial department of the Group evaluates the fair value of financial instrument and utilizes the assistance of external experts or financial institutions in performing the valuation of fair value when necessary, and regularly revises the inputs and any essential adjustments on the fair value to confirm the evaluation results is reasonable.
When measuring the fair value of financial instruments, the Group usually use market observable data. The table below analyzes financial instruments that are measured at fair value subsequent to initial recognition, grouped into Levels 1 to 3 based on the degree to which the fair value is observable. The different levels have been defined as follows:
-
a) Level 1: quoted prices (unadjusted) in active markets for identified 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 liabilities that are not based on observable market data (unobservable inputs).
(Continued)
102
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Financial assets at fair value through profit and loss: Foreign currency forward contracts Foreign exchange swaps Open-end mutual funds Listed stocks Embedded derivative– call and put options Privately held equity securities Put option Contingent consideration arising from business combinations Subtotal Financial assets measured at fair value through other comprehensive income: Domestic listed stocks Domestic emerging stock Privately held equity securities Subtotal Total Financial liabilities at fair value through profit and loss: Foreign currency forward contracts Foreign exchange swaps Contingent consideration arising from business combinations Total |
December 31, 2020 | December 31, 2020 | Total 96,940 14,612 208,054 68,894 543 157,694 10,504 5,533 562,774 296,043 761,132 420,505 1,477,680 2,040,454 (109,648) (25,370) (82,766) (217,784) |
|
|---|---|---|---|---|
| Fair Value | ||||
| Level 1 $ - - 208,054 68,894 - - - - 276,948 296,043 - - 296,043 $ 572,991 $ - - - $ - |
Level 2 96,940 14,612 - - 543 - - - 112,095 - 761,132 - 761,132 873,227 (109,648) (25,370) (2,248) (137,266) |
Level 3 - - - - - 157,694 10,504 5,533 173,731 - - 420,505 420,505 594,236 - - (80,518) (80,518) |
(Continued)
103
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Financial assets at fair value through profit and loss: Foreign currency forward contracts Foreign exchange swaps Open-end mutual funds Privately held equity securities Put option Contingent consideration arising from business combinations Subtotal Financial assets measured at fair value through other comprehensive income: Domestic listed stocks Domestic emerging stock Privately held equity securities Subtotal Total Financial liabilities at fair value through profit and loss: Foreign currency forward contracts Foreign exchange swaps Contingent consideration arising from business combinations Total |
December 31, 2019 | December 31, 2019 | Total 44,469 15,518 605,050 104,362 10,504 5,533 785,436 424,924 587,415 344,743 1,357,082 2,142,518 (44,817) (1,302) (99,787) (145,906) |
|
|---|---|---|---|---|
| Fair Value | ||||
| Level 1 $ - - 605,050 - - - 605,050 424,924 - - 424,924 $ 1,029,974 $ - - - $ - |
Level 2 44,469 15,518 - - - - 59,987 - 587,415 - 587,415 647,402 (44,817) (1,302) (12,560) (58,679) |
Level 3 - - - 104,362 10,504 5,533 120,399 - - 344,743 344,743 465,142 - - (87,227) (87,227) |
-
2) Valuation techniques and assumptions used in fair value measurement
-
a) Non-derivative financial instruments
The fair value of financial instruments traded in active liquid markets is determined with reference to quoted market prices.
For listed stock and open-end mutual funds with standard terms and conditions and traded in active markets. The fair value is based on quoted market prices.
Except for the abovementioned financial instruments traded in an active market, the fair value of other financial instruments are based on the valuation techniques or the quotation from counterparty. The fair value using valuation techniques refers to the current fair value of other financial instruments with similar conditions and characteristics, or using a discounted cash flow method, or other valuation techniques which include model calculating with observable market data at the reporting date.
(Continued)
104
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
For the Group’s financial instruments that are not traded in active markets, the fair values are determined as follows:
-
The fair value of the Group’s domestic emerging stock is determined based on the average stock price on the emerging market at the reporting date.
-
Discounted cash flow model is used to estimate the fair value of contingent consideration arising from business combination. The main assumption takes into consideration the possibility of occurrence to estimate the present value of the consideration for payment.
-
The fair value of privately held stock is estimated by using the market approach and is determined by reference to valuations of similar companies, net worth and recent operating activities. The significant unobservable inputs is primarily the liquidity discounts. No quantitative information is disclosed due to that the possible changes in liquidity discounts would not cause significant potential financial impact.
-
b) Derivative financial instruments
The fair value of derivative financial instruments is determined using a valuation techniques generally accepted by market participants. The fair value of foreign currency forward contracts and foreign exchange swaps is usually determined by the forward exchange rate. Call and put options are measured based on appropriate option pricing model.
- 3) Transfers between levels of the fair value hierarchy
In 2020, the financial assets measured at fair value through other comprehensive income (privately held stock— Visco Vision Inc.) were transferred from Level 3 to Level 2 because Visco Vision Inc. became an emerging stock company on Taipei Exchange starting from August 14, 2020.
In 2019, the financial assets measured at fair value through other comprehensive income (domestic emerging stock— Crystalvue Medical Corporation) were transferred from Level 2 to Level 1 because Crystalvue Medical Corporation became a listed company on Taipei Exchange starting from December 25, 2019.
(Continued)
105
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- 4) Movement in financial assets included in Level 3 of fair value hierarchy
Financial assets at fair value through profit or loss were as follows:
| Balance at January 1 Acquisition through business combination Additions Disposal Recognized in profit or loss Reclassification to investments accounted for using equity method Balance at December 31 |
2020 $ 120,399 - 40,752 (627) 24,620 (11,413) $ 173,731 |
2019 - 121,379 - (395) (585) - 120,399 |
|---|---|---|
Financial assets at fair value through other comprehensive income were as follows:
| Balance at January 1 Acquisition through business combination Additions Disposal Reclassification Proceeds from capital reduction Recognized in other comprehensive income Balance at December 31 |
2020 $ 344,743 29,085 61,500 (500) (3,627) (49,878) 39,182 $ 420,505 |
2019 187,954 - 186,276 (8,463) - - (21,024) 344,743 |
|---|---|---|
Financial liabilities at fair value through profit or loss were as follows:
| Balance at January 1 Recognized in profit or loss Balance at December 31 |
2020 $ 87,227 (6,709) $ 80,518 |
2019 87,242 (15) 87,227 |
|---|---|---|
(Continued)
106
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- The above-mentioned total gains or losses were included in “other gains and losses net” and “unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income” . The gains or losses attributable to the assets and liabilities held on December 31, 2020 and 2019 were as follows:
| Total gains or losses: Recognized in profit or loss (included in other gains and losses-net) Recognized in other comprehensive income (included in “unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income”) |
2020 2019 $ 31,329 (570) 39,182 (21,024) |
|---|---|
- (ac) Financial risk management
The Group is exposed to credit risk, liquidity risk, and market risk (including currency risk, interest rate risk, and other market price risk). The Group has disclosed the information on exposure to the aforementioned risks and the Group’s policies and procedures to measure and manage those risks as well as the quantitative information below.
The Company’s Board of Directors is responsible for developing and monitoring the Group’s risk management policies. The Group’s risk management policies are established to identify and analyze the risks faced by the Group, to set appropriate risk limits and controls, and to monitor adherence to the controls. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s operations.
The Group’s management monitors and reviews financial activities in accordance with procedures required by relevant regulations and internal controls. Internal auditors undertake both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Company’s Board of Directors.
(i) Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty of a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s cash and cash equivalents, derivative instruments, receivables from customers, and other receivables. The maximum exposure to credit risk is equal to the carrying amount of the Group’s financial assets. As of December 31, 2020 and 2019, the Group’s maximum exposure to credit risk amounted to $65,733,783 and $50,264,236, respectively.
The Group maintains cash and enters into derivative transactions with various reputable financial institutions; therefore, the exposure related to potential default by those counterparties is not considered significant.
(Continued)
107
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
The majority of the Group’ s customers are well-known international companies with high financial transparency in the electronics industry. In order to reduce credit risk of accounts receivable, the Group has established a credit policy under which each customer is analyzed individually for creditworthiness for the purpose of setting the credit limit. Additionally, the Group continuously evaluates the credit quality of customers and utilizes insurance to minimize the credit risk.
(ii) Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in settling its financial liabilities by delivering cash or other financial assets. The Group manages liquidity risk by monitoring regularly the current and mid- to long-term cash demand, maintaining adequate cash and banking facilities, and ensuring compliance with the terms of the loan agreements. As of December 31, 2020 and 2019, the Group had unused credit facilities of $76,207,823 and $51,662,552, respectively.
The table below summarizes the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments, including principal and interest.
| December 31, 2020 Non-derivative financial liabilities: Short-term borrowings Financial liabilities at fair value through profit or loss- contingent consideration (including current portion) Lease liabilities (including current portion and related parties) Long-term debt (including current portion) Bonds payable Notes and accounts payable (including related parties) Other payables (including related parties) Guarantee deposits Derivative financial instruments: Foreign currency forward contracts: Outflow Inflow Foreign exchange swaps: Outflow Inflow December 31, 2019 Non-derivative financial liabilities: Short-term borrowings Financial liabilities at fair value through profit or loss- contingent consideration (including current portion) Lease liabilities (including current portion and related parties) Long-term debt (including current portion) Notes and accounts payable (including related parties) Other payables (including related parties) Guarantee deposits |
Contractual cash flows $ 21,170,029 82,766 2,093,994 23,880,844 526,507 40,526,320 12,031,368 1,621,811 $ 101,933,639 $ 11,996,316 (11,983,608) 4,879,885 (4,869,127) $ 23,466 $ 19,959,486 99,787 2,177,970 17,921,250 30,847,623 9,357,205 1,606,232 $ 81,969,553 |
Within 6 months 20,146,732 2,248 240,971 250,870 526,507 40,526,320 12,031,368 - 73,725,016 11,996,316 (11,983,608) 4,879,885 (4,869,127) 23,466 19,414,198 1,830 231,574 131,943 30,847,623 9,357,205 - 59,984,373 |
6-12 months 1,023,297 2,395 233,250 580,142 - - - - 1,839,084 - - - - - 545,288 2,097 224,412 467,019 - - - 1,238,816 |
1-2 years - 2,096 372,429 5,633,250 - - - - 6,007,775 - - - - - - 19,409 421,944 1,456,779 - - - 1,898,132 |
2-5 years - 76,027 738,413 16,550,607 - - - 1,621,811 18,986,858 - - - - - - 76,451 796,941 15,061,374 - - 1,606,232 17,540,998 |
More than 5 years - - 508,931 865,975 - - - - |
|---|---|---|---|---|---|---|
| 1,374,906 | ||||||
| - - - - |
||||||
| - | ||||||
| - - 503,099 804,135 - - - |
||||||
| 1,307,234 |
(Continued)
108
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Contractual | Contractual | Within 6 | 6-12 | More than | |||
|---|---|---|---|---|---|---|---|
| cash flows | months | months | 1-2 years | 2-5 years | 5 years | ||
| Derivative financial instruments: | |||||||
| Foreign currency forward contracts: | |||||||
| Outflow | 9,429,921 | 9,429,921 | - | - | - | - | |
| Inflow | (9,429,573) | (9,429,573) | - | - | - | - | |
| Foreign exchange swaps: | |||||||
| Outflow | 3,655,207 | 3,655,207 | - | - | - | - | |
| Inflow | (3,669,423) | (3,669,423) | - | - | - | - | |
| $ | (13,868) | (13,868) | - | - | - | - |
The Group does not expect that the cash flows included in the maturity analysis would occur significantly earlier or at significantly different amounts.
- (iii) Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, and equity prices, will affect the Group’ s income or the value of its financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
The Group utilizes derivative financial instruments to manage market risk and the volatility of profit or loss. All such transactions are carried out within the guidelines set by the Company’s Board of Directors.
- 1) Foreign currency risk
The Group utilizes foreign currency forward contracts and foreign exchange swaps to hedge its foreign currency exposure with respect to its sales and purchases. These financial instruments help to reduce, but do not eliminate, the impact of foreign currency exchange rate movements.
The maturity dates of derivative financial instruments the Group entered into were less than six months and did not conform to the criteria for hedge accounting.
(Continued)
109
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
The Group’s exposure to foreign currency risk arises from cash and cash equivalents, notes and accounts receivable (including related-party transactions), notes and accounts payable (including related-party transactions), other receivables (including related-party transactions), other payables (including related-party transactions), and loans and borrowings that are denominated in a currency other than the respective functional currencies of Group entities. At the reporting date, the carrying amounts of the Group’s significant monetary assets and liabilities denominated in a currency other than the respective functional currencies of Group entities and their respective sensitivity analysis were as follows (including the monetary items that have been eliminated in the accompanying consolidated financial statements):
| Financial assets USD EUR CNY JPY Financial liabilities |
December 31, 2020 | December 31, 2020 | ||
|---|---|---|---|---|
| Foreign currency (in thousands) $ 1,553,657 82,529 1,601,226 3,109,307 1,749,975 41,796 1,615,273 7,424,353 |
Exchange rate TWD (in thousands) 28.3500 44,046,176 34.9560 2,884,884 4.3216 6,919,858 0.2749 854,748 28.3500 49,611,791 34.9560 1,461,021 4.3216 6,980,564 0.2749 2,040,955 December 31, 2019 |
Change in magnitude Effect on profit or loss (in thousands) % 1 440,462 % 1 28,849 % 1 69,199 % 1 8,547 % 1 496,118 % 1 14,610 % 1 69,806 % 1 20,410 |
||
| USD EUR CNY JPY Financial assets USD EUR CNY JPY Financial liabilities |
||||
| Foreign currency (in thousands) $ 1,365,752 63,958 1,148,125 2,493,138 1,294,869 43,363 1,396,051 5,674,061 |
Exchange rate 30.1060 33.8690 4.3132 0.2771 30.1060 33.8690 4.3132 0.2771 |
TWD (in thousands) 41,117,330 2,166,194 4,952,093 690,849 38,983,326 1,468,661 6,021,447 1,572,282 |
Change in magnitude Effect on profit or loss (in thousands) % 1 411,173 % 1 21,662 % 1 49,521 % 1 6,908 % 1 389,833 % 1 14,687 % 1 60,214 % 1 15,723 |
|
| USD EUR CNY JPY |
(Continued)
110
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
As the Group deal in diverse foreign currencies, gains and losses on foreign exchange were summarized as a single amount. The aggregate of realized and unrealized foreign exchange gains (losses) for the years ended December 31, 2020 and 2019 were $(117,444) and $(21,214), respectively.
2) Interest rate risk
The Group’s short-term borrowings and long-term debt carried floating interest rates. To manage the interest rate risk, the Group periodically assesses the interest rates of bank loans and maintains good relationships with financial institutions to obtain lower financing costs. The Group also strengthens the management of working capital to reduce the dependence on bank loans as well as the risk arising from fluctuation of interest rates.
The following sensitivity analysis is based on the risk exposure to floating-interest-rate liabilities on the reporting date. The sensitivity analysis assumes the liabilities recorded at the reporting date had been outstanding for the entire period.
If interest rates had been 100 basis points (1%) higher/lower, with all other variables held constant, pre-tax income for the years ended December 31, 2020 and 2019 would have been $440,353 and $369,769, respectively, lower/higher, which mainly resulted from the borrowings with floating interest rates.
3) Other market price risk
The Group is exposed to the risk of price fluctuation in the securities market due to the investment in domestic listed stock and emerging stock. The Group supervises the equity price risk actively and manages the risk based on fair value. The Group also has strategic investments in privately held stocks, which the Group does not actively participate in trading.
The investment target of open-end mutual funds held by the Group are mostly monetary funds or bond funds (accounted for as financial assets at fair value through profit or loss - current). The Group anticipates that there is no significant market risk related to the funds.
Assuming a hypothetical increase or decrease of 5% in equity prices of the equity investments (accounted for as financial assets at fair value through profit or loss) at each reporting date, the profit before tax for the years ended December 31, 2020 and 2019, would have increased or decreased by $3,445 and $0, respectively.
Assuming a hypothetical increase or decrease of 5% in equity prices of the equity investments (accounted for as financial assets at fair value through other comprehensive income) at each reporting date, the other comprehensive income for the years ended December 31, 2020 and 2019, would have increased or decreased by $52,859 and $50,617, respectively.
(Continued)
111
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(ad) Capital management
In consideration of the industry dynamics and future developments, as well as external environment factors, the Group maintains an optimal capital structure to enhance long-term shareholder value by managing its capital in a manner to ensure that it has sufficient and necessary financial resources to fund its working capital needs, capital expenditures, repayment of debts, dividend payments, and other business requirements for continuing operations and to reward shareholders and take into consideration the interests of other stakeholders. The Group monitors its capital through reviewing the liability-to-equity ratio periodically.
The Group’s liability-to-equity ratio at the end of each reporting period was as follows:
| Total liabilities Total equity Liability-to-equity ratio |
December 31, 2020 $ 111,848,729 $ 58,963,220 % 189.69 |
December 31, 2020 $ 111,848,729 $ 58,963,220 % 189.69 |
December 31, 2019 |
December 31, 2019 |
|---|---|---|---|---|
| $ $ |
87,990,899 | |||
| 48,035,594 | ||||
| % 183.18 |
-
(ae) Investing and financing activities not affecting current cash flow
-
(i) Please refer to note 6(k) for a description of acquisition of right-of-use assets through leases in 2020 and 2019.
-
(ii) Reconciliation of liabilities arising from financing activities were as follows:
| Short-term borrowings Long-term debt (including current portion) Bonds payable (including current portion) Lease liabilities Guarantee deposits |
January 1, 2020 $ 19,902,070 17,074,810 - 2,013,107 1,606,232 $ 40,596,219 |
Cash flows (1,835,272) 5,687,875 - (505,312) 15,579 3,362,870 |
Non-cash changes | Non-cash changes | Effect of foreign exchange rate (42,815) (88,383) (50,217) (22,609) - (204,024) |
December 31, 2020 21,131,930 22,903,335 526,507 2,020,636 1,621,811 |
|---|---|---|---|---|---|---|
| Acquisition through business combination 3,107,947 229,033 576,724 289,764 - 4,203,468 |
Additions - - - 245,686 - 245,686 |
|||||
| 48,204,219 |
(Continued)
112
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Short-term borrowings Short-term notes and bills payable Long-term debt Lease liabilities Guarantee deposits |
January 1, 2019 $ 14,786,555 - 18,574,984 1,990,386 318,173 $ 35,670,098 |
Cash flows 2,966,027 (130,000) (2,267,047) (450,383) 1,288,059 1,406,656 |
Non-cash changes | Non-cash changes | Effect of foreign exchange rate 51 - (139,170) - - (139,119) |
December 31, 2019 19,902,070 - 17,074,810 2,013,107 1,606,232 |
|---|---|---|---|---|---|---|
| Acquisition through business combination 2,149,437 130,000 906,043 285,212 - 3,470,692 |
Additions - - - 187,892 - 187,892 |
|||||
| 40,596,219 |
7. Related-party transactions:
- (a) Related party name and categories
Name of related party AU Optronics Corp. (“AU”) Darfon Electronics Corp. (“DFN”) Visco Vision Inc. (“Visco Vision”) Cenefom Corp. (“CENEFOM”) Q.S.Control Corp. TDX Medical Technology (Jiangsu) Co., Ltd Nanjing Silvertown Health & Development Co., Ltd (“NSHD”) Darwin Precisions Corporation (“Darwin”) AU Optronics (L) Corp. (“AUL”) AU Optronics (Suzhou) Corp. (“AUSZ”) AU Optronics (Kunshan) Co., Ltd. (“AUKS”) a.u. Vista Inc. (“AUVI”) AU Optronics (Xiamen) Corp. (“AUXM”) AUO Care Information Tech. (Suzhou) Co., Ltd. (“A-Care”) BriView (HF) Corp. (“BVHF”) Darwin Precisions (Xiamen) Corp. (“DPXM”) Darwin Precisions (Suzhou) Corp. Fortech Electronics (Kunshan) Co., Ltd. (“FTKS”) Fortech Electronics (Suzhou) Co., Ltd. (“FTWJ”) AUO Crystal Corp. (“ACTW”) Darfon America Corp. (“DFA”) Darfon Electronics Czech s.r.o (“DFC”) Darfon Electronics (Suzhou) Co., Ltd. (“DFS”) Huaian Darfon Electronics Co., Ltd. (“DFH”) Darfon Electronics (Chongqing) Co., Ltd. (“DFQ”) Darfon Precisions (Suzhou) Co., Ltd. (“DPS”) Dragon Photonics Inc. (“Dragon”) Visco Technology Sdn. Bhd. (“VVM”) Visco Med Sdn. Bhd. (“VMM”)
Relationship with the Group The Group's associates The Group's associates The Group's associates The Group's associates The Group's associates The Group's joint venture The Group's associates (note 1)
AU's subsidiaries AU's subsidiaries AU's subsidiaries AU's subsidiaries AU's subsidiaries AU's subsidiaries AU's subsidiaries AU's subsidiaries AU's subsidiaries AU's subsidiaries AU's subsidiaries AU's subsidiaries AU's subsidiaries DFN's subsidiaries DFN's subsidiaries DFN's subsidiaries DFN's subsidiaries DFN's subsidiaries DFN's subsidiaries Visco Vision's subsidiaries Visco Vision's subsidiaries Visco Vision's subsidiaries
(Continued)
113
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Name of related party | Relationship with the Group |
|---|---|
| Alpha Networks Inc. (“Alpha”) | Prior to July 2020, Alpha was an |
| associate of the Group. However, | |
| starting July 23, 2020, Alpha has | |
| been included in the Group’s | |
| consolidated entities | |
| DMC Components International, LLC. (“DMC”) | The Group's associates |
| BenQ Foundation | Substantive related party |
(note 1) Prior to March 2019, NSHD was a subsidiary of the Group. However, starting March 2019, NSHD became an associate of the Group.
- (b) Significant related-party transactions
(i) Revenue
| Associates: AU AUL AUSZ Other associates |
2020 $ 9,226,840 - 3,275,301 1,413,246 $ 13,915,387 |
2019 |
|---|---|---|
| 8,503,372 100 3,795,120 1,254,894 |
||
| 13,553,486 |
The sales prices for some of the abovementioned transactions were not comparable to the sales prices for third-party customers as the specifications of products were different. For the other transactions, there were no significant differences between the sales prices for related parties and those for third-party customers. The payment terms of 30~120 days showed no significant difference between related parties and third-party customers.
(ii) Purchases
| Purchases | ||
|---|---|---|
| Associates: AU Other associates |
2020 $ 11,911,622 662,793 $ 12,574,415 |
2019 |
| 10,834,564 632,145 |
||
| 11,466,709 |
There were no significant differences between the purchase prices for related parties and those for third-party vendors. The payment terms of 30~120 days showed no significant difference between related parties and third-party vendors.
(iii) Lease
The Group leased factory and office from AU, and the rent is paid monthly with reference to the nearby office rental rates. In 2020 and 2019, the related interest expense on lease liabilities amounted to $4,243 and $5,624, respectively. As of December 31, 2020 and 2019, the balance of the lease liabilities amounted to $178,516 and $271,287, respectively. Please refer to the note 6(q).
(Continued)
114
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
The Group leased its plant and office to associates. In 2020 and 2019, the rental income were as follows:
| Associates | 2020 $ 27,144 |
2019 |
|---|---|---|
| 23,337 |
(iv) Donation
In 2020 and 2019, the Group made a donation to a substantive related party (BenQ Foundation) both for $9,200.
(v) Receivables
The receivables from related parties due to the abovementioned sales, disposal of assets due to spin-off, and payment on behalf of associates were as follows:
| Account Accounts receivable Other receivables |
Related-party categories December 31, 2020 Associates: AU $ 2,089,736 AUSZ 942,534 Other associates 248,099 3,280,369 Associates: NSHD 287,690 Other associates 14,709 302,399 $ 3,582,768 |
December 31, 2019 |
|---|---|---|
| 1,192,968 1,047,944 154,894 |
||
| 2,395,806 | ||
| 267,217 17,233 |
||
| 284,450 | ||
| 2,680,256 |
(vi) Payables
The payables to related parties due to the abovementioned purchases and advance payments by associates were as follows:
| Account Accounts payable Other payables |
Related party categories Associates: AU Other associates Associates |
December 31, 2020 $ 1,941,157 186,379 2,127,536 16,151 $ 2,143,687 |
December 31, 2019 |
|---|---|---|---|
| 1,669,641 167,049 |
|||
| 1,836,690 | |||
| 17,388 | |||
| 1,854,078 |
(Continued)
115
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(c) Compensation for key management personnel
| Short-term employee benefits Post-employment benefits |
2020 $ 161,810 864 $ 162,674 |
2019 |
|---|---|---|
| 153,783 741 |
||
| 154,524 |
8. Pledged assets:
The carrying amounts of the assets pledged as collateral are detailed below:
| Pledged assets | Pledged to secure |
|---|---|
| Other financial assets-current (time deposits) Other financial assets-non- current (special deposit account) Other financial assets-non- current Common stock of investments accounted for using the equity method Land and buildings Investment property Right-of-use assets (land use rights) Refundable deposits Accounts receivable Inventories Machinery |
| 9. Significant commitments and contingencies: (a) Significant unrecognized commitments Unused letters of credit |
December 31, 2020 $ 1,097,310 |
December 31, 2019 |
|---|---|---|
| 1,069,265 |
(Continued)
116
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(b) Significant contingent liabilities
In January 2012, some direct and indirect Canadian purchasers of optical disk drive products filed class actions against the Company and BQA, among other co-defendants. In the complaints, the plaintiffs claimed monetary damages from an alleged antitrust conspiracy. The Company has retained counsel to handle the related matters. Currently, the lawsuit is still in progress.
10. Significant loss from disaster: None.
11. Significant subsequent events:
-
(a) On December 7, 2020, the Company’s Board of directors approved a resolution to acquire 38,000 thousand shares of Sysage through public tender offer at a price of $45 (dollars) per share. The public tender offer period was from December 9, 2020 to March 18, 2021. On March 19, 2021, the Company had paid the amount of $1,387,856 for the acquisition consideration, with the actual number of acquisition of 30,841 thousand shares.
-
(b) The disposal of the shareholdings of Dawningtech, one of Sysage’s subsidiaries, had been conducted through a sales and purchase agreement entered into by Sysage, Dawningtech, and Ginnet, another subsidiary of Sysage, at a contract price of $266,595, in January 2021 based on a resolution approved during the board meeting of Sysage held on November 5, 2020. All statutory registration procedures had been completed as of issuance date of this financial report and the contract price has been fully received.
-
(c) In order to penetrate into the commercial computer docking station market, and strengthen Simula’s positioning from a connector supplier to a high value added connector interconnection system solution expert, as well as improve the growth momentum of revenue and profitability of Simula, the Board of directors of Simula approved a resolution on February 5, 2021 to invest approximately $999,000 to acquire 60% ownership of Action Star Technology Co., Ltd. This investment is expected to be implemented after being approved at the special meeting of shareholders of Simula on April 9, 2021.
-
(d) On March 17, 2021, the board of directors of BBM approved a resolution to dispose its 15% ownership in NSHD at the selling price of CNY 300,000 thousand, which will result in the gain on disposal of approximately CNY 224,412 thousand (approximately $970,000).
12. Others:
| Others: | ||||||
|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||
| Cost of sales |
Operating expenses |
Total | Cost of sales |
Operating expenses |
Total | |
| Employee benefits: Salaries Insurance Pension Others Depreciation Amortization |
8,387,115 592,973 290,681 684,452 2,151,811 76,849 |
9,653,427 772,294 337,215 601,805 1,080,148 566,816 |
18,040,542 1,365,267 627,896 1,286,257 3,231,959 643,665 |
7,338,142 610,913 458,167 583,912 1,958,867 72,704 |
7,422,954 678,412 320,400 549,937 890,729 364,458 |
14,761,096 1,289,325 778,567 1,133,849 2,849,596 437,162 |
(Continued)
117
QISDA CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements
13. Additional disclosures:
-
(a) Information on significant transactions:
-
(i) Financing provided to other parties: Table 1 (attached)
-
(ii) Guarantees and endorsements provided to other parties: Table 2 (attached)
-
(iii) Marketable securities held at the reporting date (excluding investments in subsidiaries, associates, and joint ventures): Table 3 (attached)
-
(iv) Marketable securities for which the accumulated purchase or sale amounts for the year exceed $300 million or 20% of the paid-in capital: Table 4 (attached)
-
(v) Acquisition of real estate which exceeds $300 million or 20% of the paid-in capital.: Table 5 (attached)
-
(vi) Disposal of real estate which exceeds $300 million or 20% of the paid-in capital: Table 6 (attached)
-
(vii) Total purchases from and sales to related parties which exceed $100 million or 20% of the paid-in capital: Table 7 (attached)
-
(viii) Receivables from related parties which exceed $100 million or 20% of the paid-in capital: Table 8 (attached)
-
(ix) Transactions about derivative instruments: Refer to note 6(b)
-
(x) Business relationships and significant intercompany transactions: Table 9 (attached)
-
(b) Information on investees : Table 10 (attached)
-
(c) Information on investment in Mainland China: Table 11 (attached)
-
(d) Major shareholders:
| Major shareholders: | ||
|---|---|---|
| Shareholding Shareholder’s Name |
Shares | Percentage |
| AU Optronics Corp. | 335,230,510 | % 17.04 |
(Continued)
118
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
14. Segment information:
- (a) General information
The Group had four reportable segments previously, however starting July 2020, the Group obtained control over Alpha and its subsidiaries. Therefore, the fifth segment “Networks” has been included in the Group’s reportable segments. These segments are the Group’s strategic divisions. The Group’ s strategic divisions provide different products and services, and are managed separately because they require different technology and marketing strategies. Operating results of the strategic divisions are quarterly reviewed by the Group’s chief operating decision maker. The five reportable segments are described as follows:
-
(i) DMS: Engaging in the design, research, manufacturing, and sale of electronic products.
-
(ii) Brand: Engaging in the design, research, marketing and sale of brand-name products.
-
(iii) Material: Engaging in the research, manufacturing, and sale of optoelectronics film.
-
(iv) Medical: Offering medical services.
-
(v) Networks: Engaging in the design, research, manufacturing, and sale of broadband products, wireless network products and computer network system equipment.
-
(b) Reportable segments, profit or loss, segment assets, basis of measurement, and reconciliation
There was no material inconsistency between the accounting policies adopted for the operating segments and the accounting policies described in note 4. The Group uses operating profit as the measurement for segment profit and the basis of resource allocation and performance assessment.
The Group’s operating segment information and reconciliation are as follows:
| External revenue Intra-group revenue Total segment revenue Segment profit (loss) External revenue Intra-group revenue Total segment revenue Segment profit (loss) |
2020 | 2020 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| DMS Brand Material Medical Networks $ 99,151,828 53,494,262 15,033,992 7,580,930 16,440,690 10,822,944 510,044 15,956 4,982 - $109,974,772 54,004,306 15,049,948 7,585,912 16,440,690 $ 2,704,454 2,418,328 547,373 275,608 549,753 2019 DMS Brand Material Medical Othe $ 104,199,392 43,651,857 13,934,009 7,968,857 - 11,704,128 385,155 8,961 5,225 - $ 115,903,520 44,037,012 13,942,970 7,974,082 - $ 3,465,952 1,895,246 353,857 392,094 |
Brand 53,494,262 510,044 54,004,306 2,418,328 |
Material 15,033,992 15,956 15,049,948 547,373 |
Medical 7,580,930 4,982 7,585,912 275,608 2019 |
Networks 16,440,690 - 16,440,690 549,753 |
Others - - - (489) |
Eliminations - (11,353,926) (11,353,926) 117,827 |
Total | |||||||||||
| 191,701,702 - |
||||||||||||||||||
| 191,701,702 | ||||||||||||||||||
| 6,612,854 | ||||||||||||||||||
| DMS | Brand | Material | Medic | Othe | rs (443) |
Elim | i | T | ||||||||||
| - - |
||||||||||||||||||
| - | ||||||||||||||||||
- (c) Product information
Revenues from external customers are detailed below:
| Products and services Sales of electronic products Medical services Others |
2020 $ 182,057,868 7,580,930 2,062,904 $ 191,701,702 |
2019 |
|---|---|---|
| 160,089,189 7,968,857 1,696,069 |
||
| 169,754,115 |
(Continued)
119
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(d) Geographic information
In presenting information on the basis of geography, segment revenue is based on the geographical location of customers, and segment assets are based on the geographical location of the assets.
Revenues from external customers are detailed below:
| Revenues from external customers are detailed below: | ||
|---|---|---|
| Region Taiwan Americas Mainland China Japan Others |
2020 $ 47,924,363 46,361,002 36,954,443 11,307,691 49,154,203 $ 191,701,702 |
2019 |
| 33,759,115 40,237,141 36,492,323 11,034,255 48,231,281 |
||
| 169,754,115 |
Non-current assets:
| Region Taiwan Mainland China Others |
December 31, 2020 $ 24,619,992 15,338,449 7,923,357 $ 47,881,798 |
December 31, 2019 |
|---|---|---|
| 19,356,172 16,226,209 1,066,985 |
||
| 36,649,366 |
Non-current assets include property, plant and equipment, right-of-use assets, investment property, intangible assets, and other assets, but do not include financial instruments, deferred income tax assets, and pension fund assets.
(e) Major customer information
Sales to individual customers accounting for more than 10% of the consolidated revenues in 2020 and 2019 were as follows:
| Sales to individual customers accounting for more than 10% of and 2019 were as follows: |
the consolidated |
|---|---|
| Customer A Customer A |
2020 |
| $ 40,323,489 2019 $ 44,439,530 |
Table 1
QISDA CORPORATION AND SUBSIDIARIES Financing provided to other parties For the year ended December 31, 2020
(Amounts in thousands of New Taiwan dollars and other currencies)
| No. | Name of Lender |
Name of Borrower | Financial Statement Account |
Is a 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 |
Purpose of Fund Financing for the Borrower |
Transaction Amounts |
Reasons for Short-term Financing |
Allowance for Bad Debt |
Collateral | Collateral | Finanacing Limits for Each Borrowing Company |
Financing Company's Total Financing Amounts Limits |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | |||||||||||||||
| 0 2 0 1 2 2 2 3 3 4 4 5 6 7 7 7 8 9 |
The Company BenQ The Company QLLB BenQ BenQ BenQ BBM BBM QCOS QCOS QLPG BIC BMS BMS BMS NMHC NMH |
QLLB Darly Venture (L) Ltd Qisda (Shanghai) Co., Ltd. (“QCSH”) BQL Darly C Darly 2 Darly Venture (L) Ltd Suzhou BenQ Hospital Co., Ltd. (“SMH”) Nanjing BenQ Hospital Co., Ltd.(“NMH”) Qisda (Shanghai) Co., Ltd. (“QCSH”)(Note 23) Suzhou BenQ Hospital Co., Ltd. (“SMH”)(Note 23) QLLB Suzhou BenQ Hospital Co., Ltd. (“SMH”)(Note 23) BenQ Meterials (Wuhu) Co., Ltd.(Note 23) Suzhou Sigma Medical Supplies Co., Ltd. (“SMSZ”)(Note 23) BenQ Materials Medical Supplies (Suzhou) Co., Ltd (“BMM”)(Note 23) Nanjing BenQ Hospital Co., Ltd.(“NMH”)(Note23) Suzhou BenQ Hospital Co., Ltd. (“SMH”)(Note 23) |
Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from relatedparties |
yes yes yes yes yes yes yes yes yes yes yes yes yes yes yes yes yes yes |
200,000 (NTD 200,000) 909,900 (USD 30,000) 3,425,016 (USD 116,000) 200,000 (NTD 200,000) 300,000 (NTD 300,000) 517,500 (USD 18,000) 287,500 (USD 10,000) 45,495 (USD 1,500) 363,960 (USD 12,000) 406,809 (CNY 50,000 and USD 6,500) 17,345 (CNY 4,000) 309,214 (MYR 44,000) 21,682 (CNY 5,000) 1,149,120 (CNY 265,000) 86,726 (CNY 20,000) 130,089 (CNY 30,000) 22,549 (CNY 5,200) 118,814 (CNY 27,500) |
200,000 (NTD 200,000) - 1,644,300 (USD 58,000) 200,000 (NTD 200,000) 300,000 (NTD 300,000) 255,150 (USD 9,000) 141,750 (USD 5,000) - 14,175 (USD 500) 216,080 (CNY 50,000) 17,286 (CNY 4,000) 105,890 (MYR 15,000) 21,608 (CNY 5,000) 1,145,224 (CNY 265,000) 86,432 (CNY 20,000) 129,648 (CNY 30,000) 22,472 (CNY 5,200) - |
- - 1,644,300 (USD 58,000) - - 255,150 (USD 9,000) 141,750 (USD 5,000) - 14,175 (USD 500) 216,080 (CNY 50,000) 17,286 (CNY 4,000) 105,890 (MYR 15,000) 21,608 (CNY 5,000) 893,275 (CNY 206,700) 38,894 (CNY 9,000) 30,251 (CNY 7,000) 22,472 (CNY 5,200) - |
- - - - - - 0.75% - - 3.00~4.28% 2.30% 1.00% 3.20% 1.30% 1.30% 1.00% 1.30% - |
2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 |
- - - - - - - - - - - - - - - - - - |
Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements |
- - - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - - - |
7,205,100 7,205,100 7,205,100 1,858,701 1,858,701 1,858,701 1,858,701 1,535,405 1,535,405 3,602,550 1,499,852 7,205,100 333,945 1,889,124 1,889,124 1,889,124 23,994 993,807 |
3,717,401 14,410,200 14,410,200 14,410,200 3,717,401 3,717,401 3,717,401 1,535,405 1,535,405 36,025,501 1,499,852 14,410,200 333,945 1,889,124 1,889,124 1,889,124 23,994 993,807 |
� 120 �
| No. | Name of Lender |
Name of Borrower | Financial Statement Account |
Is a 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 |
Purpose of Fund Financing for the Borrower |
Transaction Amounts |
Reasons for Short-term Financing |
Allowance for Bad Debt |
Collateral | Collateral | Finanacing Limits for Each Borrowing Company |
Financing Company's Total Financing Amounts Limits |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | |||||||||||||||
| 10 12 11 13 12 14 13 14 16 15 18 17 20 19 20 20 20 |
PTT Cyber South Ace Pillar Co., Ltd. Proton Inc. Cyber South Grace Transmission (Tianjin) Co., Ltd. Proton Inc. Grace Transmission (Tianjin) Co., Ltd. Aewin Technologies Co., Ltd Hong Kong Ace Pillar Enterprise Company Limited Mirac Networks (Dongguan) Co., Ltd. Alpha HK Hitron Technologies Alpha Networks (Chengdu) Co., Ltd. Hitron Technologies Hitron Technologies Hitron Technologies |
Corex (Pty) Ltd. Suzhou Super Pillar Automation Equipment Co., Ltd. Tianjin Ace Pillar Co., Ltd. Tianjin Ace Pillar Co., Ltd. Tianjin Ace Pillar Co., Ltd. Tianjin Ace Pillar Co., Ltd. Ace Pillar Co., Ltd. Advancedtek Ace (TJ) Inc. Aewin Beijing Technologies Co., Ltd Tianjin Ace Pillar Co., Ltd. Alpha Networks (Changshu) Co., Ltd. Alpha Networks (Changshu) Co., Ltd. Hitron Technologies Europe Holding B.V. Alpha Networks (Changshu) Co., Ltd. Hitron Technologies (Samoa) Inc. Hitron Technologies (Vietnam) Inc. Hitron Technologies (SIP) Inc. |
Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties |
yes yes yes yes yes yes yes yes yes yes yes yes yes yes yes yes yes |
121,016 (USD 4,000) 298,662 15,895 85,431 314,715 22,152 13,009 (CNY 3,000) 10,369 (CNY 2,400) 17,345 (CNY 4,000) 90,762 (USD 3,000) 1,504,602 (USD 51,000) 130,089 (CNY 30,000) 173,452 (CNY 40,000) 31,801 16,936 454,800 454,800 (USD 15,000) |
113,400 (USD 4,000) 230,602 15,593 - - - 12,965 (CNY 3,000) 2,593 (CNY 600) 17,286 (CNY 4,000) 85,050 (USD 3,000) 921,375 (USD 32,500) 129,648 (CNY 30,000) 86,432 (CNY 20,000) - - 425,250 425,250 (USD 15,000) |
113,400 (USD 4,000) 145,552 15,593 - - - 12,965 (CNY 3,000) 2,593 (CNY 600) 17,286 (CNY 4,000) 18,144 (USD 640) 921,375 (USD 32,500) 129,648 (CNY 30,000) 86,432 (CNY 20,000) - - 425,250 170,100 (USD 6,000) |
3.50%~8.85% - 1.15% 1.15%~4.35% - 1.80% - 1.80% - 1.80% - 2.50% - 2.50% - 1.00~2.00% 1.00~2.00% |
2 2 2 2 2 2 2 2 2 2 2 2 1 2 2 1 2 |
- - - - - - - - - - - - 576,582 - - 6,585,643 - |
Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements |
- - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - - |
569,330 364,230 394,083 455,706 569,330 455,706 38,197 38,197 41,198 229,629 889,353 6,563,526 1,676,938 576,582 494,515 1,978,060 494,515 |
569,330 364,230 788,166 455,706 569,330 455,706 38,197 38,197 459,258 41,198 889,353 6,563,526 1,978,060 1,676,938 1,978,060 1,978,060 1,978,060 |
� 121 �
| No. | Name of Lender |
Name of Borrower | Financial Statement Account |
Is a 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 |
Purpose of Fund Financing for the Borrower |
Transaction Amounts |
Reasons for Short-term Financing |
Allowance for Bad Debt |
Collateral | Collateral | Finanacing Limits for Each Borrowing Company |
Financing Company's Total Financing Amounts Limits |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | |||||||||||||||
| 21 | Jietech Trading (Suzhou) Inc. |
Hitron Technologies (SIP) Inc. | Other receivables from related parties |
yes | 21,682 (CNY 5,000) |
21,608 (CNY 5,000) |
21,608 (CNY 5,000) |
2.00% | 2 | - | Operating requirements |
- | - | - | 30,646 | 30,646 |
-
(Note 1) The aggregate financing amount and the individual financing amount of the Company to subsidiaries shall not exceed 40% and 20%, respectively, of the most recent audited or reviewed net worth of the Comany.
-
(Note 2) The aggregate financing amount to subsidiaries wholly owned by the Company and the individual financing amount of QLLB shall not exceed 40% and 20%, respectively, of the most recent audited or reviewed net worth of the Company. The aggregate financing amount to subsidiaries not wholly owned by the Company and the individual financing amount of QLLB shall not exceed 40% and 20%, respectively, of the most recent net worth of QLLB.
-
(Note 3) The aggregate financing amount and the individual financing amount of BenQ to subsidiaries shall not exceed 40% and 20%, respectively, of the most recent net worth of BenQ.
-
(Note 4) The aggregate financing amount and the individual financing amount of BBM to subsidiaries shall not exceed 40% of the most recent net worth of BBM.
-
(Note 5) The aggregate financing amount to subsidiaries wholly owned by the Company and the individual financing amount of QCOS shall not exceed 100% and 10%, respectively, of the most recent audited or reviewed net worth of the Company. The financing amount to the subsidiaries not wholly owned by the Company and the individual financing amount of QCOS shall not exceed 40% of the most recent net worth of QCOS.
-
(Note 6) The aggregate financing amount and the individual financing amount of QLPG to subsidiaries shall not exceed 40% and 20%, respectively, of the most recent audited or reviewed net worth of the Company.
-
(Note 7) The aggregate financing amount and the individual financing amount of BIC to subsidiaries shall not exceed 40% of the most recent net worth of BIC.
-
(Note 8) The aggregate financing amount to subsidiaries wholly owned by BMC and the individual financing amount of BMS shall not exceed 100% , respectively, of the most recent audited or reviewed net worth of BMS.
-
(Note 9) The aggregate financing amount and the individual financing amount of NMHC to subsidiaries shall not exceed 100% of the most recent net worth of NMHC.
-
(Note 10) The aggregate financing amount and the individual financing amount of NMH to subsidiaries shall not exceed 40% of the most recent net worth of NMH.
-
(Note 11) The aggregate financing amount and the individual financing amount of PTT to subsidiaries shall not exceed 40% of the most recent audited or reviewed net worth of PTT.
-
(Note 12) The aggregate financing amount and the individual financing amount of ACE to subsidiaries shall not exceed 40% and 20%, respectively, of the most recent net worth of ACE.
-
(Note 13) The aggregate financing amount to foreign subsidiaries wholly owned by ACE and the individual financing amount of Cyber South shall not exceed 100% of the most recent audited or reviewed net worth of ACE. The aggregate financing amount to the subsidiaries not wholly owned by ACE and the individual financing amount of Cyber South shall not exceed 10% and 5%, respectively, of the most recent net worth of Cyber South.
-
(Note 14) The aggregate financing amount to foreign subsidiaries wholly owned by ACE and the individual financing amount of Proton shall not exceed 100% of the most recent audited or reviewed net worth of ACE. The aggregate financing amount to the subsidiaries not wholly owned by ACE and the individual financing amount of Proton shall not exceed 10% and 5%, respectively, of the most recent net worth of Proton.
-
(Note 15) The aggregate financing amount to foreign subsidiaries wholly owned by ACE and the individual financing amount of Grace Transmission (Tianjin) Co., Ltd. shall not exceed 100% of the most recent audited or reviewed net worth of ACE. The aggregate financing amount to the subsidiaries not wholly owned by ACE and the individual financing amount of Grace Transmission (Tianjin) Co., Ltd. shall not exceed 10% and 5%, respectively, of the most recent net worth of Grace Transmission (Tianjin) Co., Ltd..
-
(Note 16) The aggregate financing amount to foreign subsidiaries wholly owned by ACE and the individual financing amount of Hong Kong Ace Pillar Enterprise Company Limited shall not exceed 100% of the most recent audited or reviewed net worth of ACE. The aggregate financing amount to the subsidiaries not wholly owned by ACE and the individual financing amount of Hong Kong Ace Pillar Enterprise Company Limited shall not exceed 10% and 5%, respectively, of the most recent net worth of Hong Kong Ace Pillar Enterpris Company Limited.
-
(Note 17) The aggregate financing amount and the individual financing amount of AEWIN to subsidiaries shall not exceed 40% and 20%, respectively, of the most recent audited or reviewed net worth of AEWIN.
-
(Note 18) The aggregate financing amount to foreign subsidiaries wholly owned by Alpha and the individual financing amount of Alpha HK shall not exceed 300% of the most recent net worth of Alpha HK.
-
(Note 19) The aggregate financing amount to foreign subsidiaries wholly owned by Alpha and the individual financing amount of Mirac Networks (Dongguan) Co., Ltd. shall not exceed 300% of the most recent net worth of Mirac Networks (Dongguan) Co., Ltd.
-
(Note 20) The aggregate financing amount to foreign subsidiaries wholly owned by Alpha and the individual financing amount of Alpha Networks (Chengdu) Co., Ltd. shall not exceed 300% of the most recent net worth of Alpha Networks (Chengdu) Co., Ltd.
-
(Note 21) The aggregate financing amount of Hitron Technologies and its subsidiaries(Jietech Trading (Suzhou) Inc.) to subsidiaries shall not exceed 40% of the the most recent audited or reviewed net worth of both parties. The financing reason and limit for each type of party is stated as below:
-
a For entities who have business transactions with Hitron Technologies, the individual financing amount shall not exceed the total transaction amount in the nearest 12 months. The transaction referring to the higher of sales or purchase amount. b For entities who have a need in short term financing, the individual financing amount shall not exceed 10% of the most recent audited or reviewed net worth of Hitron Technologies.
-
c For foreign subsidiaries which Hitron Technologies has 100% of direct or indirect voting rights, the aggregate financing amount and the individual financing amount shall not exceed 40% of the net worth of the lender.
-
(Note 22) Purpose of Fund Financing: 1.Business transaction purpose. 2. Short-term financing purpose.
-
(Note 23) To decrease the interest expense of the Group, certain subsidiaries using special purpose trust account through financial intermediaries offer idle fund to other subsidiaries in need.
-
(Note 24) The above intercompany transactions have been eliminated when preparing the consolidated financial statements.
� 122 �
Table 2
QISDA CORPORATION AND SUBSIDIARIES Guarantees and endorsements provided to other parties For the year ended December 31, 2020 (Amounts in thousands of New Taiwan dollars and other currencies)
| No. | Endorsements / Guarantee Provider |
Counter-party of Guarantee and Endorsement |
~~Limits on~~ Amount of Guarantees and Endorsements Provided to Each Guaranteed |
Highest Balance of 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 |
Ratio of Accumulated Amounts of Guarantees and Endorsements to Net Worth of the Latest Financial Statements |
Maximum Amounts for Guarantees and Endorsements |
Gaurantee Provided by Parent Company |
Gaurantee Provided by A Subsidiary |
Endorsements / Guarantees Provided to Subsidiaries in Mainland China |
|
| Name | Relationship with the Company |
||||||||||||
| 8 8 7 7 6 5 4 4 3 2 2 2 2 2 1 0 |
Hitron Technologies Hitron Technologies Alpha Alpha GSC Cyber South ACE ACE DIC PTT PTT PTT PTT PTT BenQ The Company |
Hitron Technologies (Americas) Inc. Hitron Technologies (SIP) Inc Alpha Networks (Changshu) Co., Ltd. Alpha Networks (Dongguan) Co., Ltd. E-Strong Medical Technology Co., Ltd. Tianjin Ace Pillar Co., Ltd. Proton Inc. Tianjin Ace Pillar Co., Ltd. Data Image (Suzhou) Corporation Partner Tech (Shanghai) Co., Ltd. Corex (Pty) Ltd. Partner Tech USA Inc. Partner-Tech Europe GmbH Partner Tech Middle East FZCO MaxGen QLLB |
Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary |
4,945,149 4,945,149 2,911,255 2,911,255 107,032 170,799 788,166 788,166 225,547 182,115 182,115 182,115 182,115 182,115 1,858,701 7,205,100 |
4,980,000 (USD 166,000) 96,512 (BRL17,259) 60,660 (USD 2,000) 60,000 (USD 2,000) 30,330 (USD 1,000) 151,650 (USD 5,000) 30,330 57,500 (USD 2,000) 251,250 360,000 43,205 90,000 60,600 212,100 1,235,554 1,057,875 |
3,458,700 (USD 122,000) 95,939 (BRL17,259) 56,700 (USD 2,000) 56,700 (USD 2,000) 28,350 (USD 1,000) 85,050 (USD 3,000) - 28,350 (USD 1,000) 248,450 - - - 56,700 198,450 514,446 595,350 |
3,005,100 (USD 106,000) 95,939 (BRL17,259) 56,700 (USD 2,000) 56,700 (USD 2,000) 28,350 (USD 1,000) 85,050 (USD 3,000) - 24,543 (CNY 5,679) 56,700 - - - 25,560 3,462 - - |
- - - - - - - - - - - - - - - - |
12.04% 10.40% 2.05% 0.58% - - - 12.61% 2.51% - 9.34% 3.11% 6.23% 6.23% 1.03% 9.60% |
7,417,724 7,417,724 4,852,091 4,852,091 107,032 284,665 985,208 985,208 563,867 455,288 455,288 455,288 455,288 455,288 9,293,503 18,012,751 |
Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y |
- - - - - - - - - - - - - - - - |
- Y Y - Y - Y Y Y - Y - - - - - |
� 123 �
| No. | Endorsements / Guarantee Provider |
Counter-party of Guarantee and Endorsement |
Counter-party of Guarantee and Endorsement |
~~Limits on~~ Amount of Guarantees and Endorsements Provided to Each Guaranteed |
Highest Balance of 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 |
Ratio of Accumulated Amounts of Guarantees and Endorsements to Net Worth of the Latest Financial Statements |
Maximum Amounts for Guarantees and Endorsements |
Gaurantee Provided by Parent Company |
Gaurantee Provided by A Subsidiary |
Endorsements / Guarantees Provided to Subsidiaries in Mainland China |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Relationship with the Company |
||||||||||||
| 10 8 9 8 8 |
Sysage Hitron Technologies Aewin Technologies Co., Ltd Hitron Technologies Hitron Technologies |
Corex(Pty)Ltd. Innoauto Technologies Inc. Aewin Beijing Technologies Co., Ltd. Hitron Technologies (Vietnam) Inc. Hitron Technologies Europe Holding B.V. |
Subsidiaryof PTT Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary |
854,260 4,945,149 229,629 4,945,149 4,945,149 |
454,250 1,502,800 75,000 65,045 141,750 |
451,674 1,417,500 50,000 64,824 141,750 |
129,337 595,350 6,000 64,824 - |
- - - - - |
3.32% 1.01% 5.65% 28.66% 9.13% |
1,708,520 459,258 7,417,724 7,417,724 7,417,724 |
- Y Y Y Y |
- - - - - |
- - Y - - |
-
(Note 1) The aggregate endorsement/guarantee amount provided by the Company to QLLB and the endorsement/guarantee amount provided to individual party shall not exceed 50% and 20%, respectively, of the most recent audited or reviewed net worth of the Company.
-
(Note 2) The aggregate endorsement/guarantee amount provided by BenQ to MaxGen and the endorsement/guarantee amount provided to individual party shall not exceed 100% and 20%, respectively, of the net worth of BenQ. (Note 3) The aggregate endorsement/guarantee amount provided by PTT to PTT's subsidiaries and the endorsement/guarantee amount provided to individual party shall not exceed 50% and 20%, respectively, of the most recent audited or reviewed net worth of PTT.
-
(Note 4) The aggregate endorsement/guarantee amount provided by DIC to Data Image (Suzhou) Corporation and the endorsement/guarantee amount provided to individual party shall not exceed 50% and 20%, respectively, of the net worth of DIC.
-
(Note 5) The aggregate endorsement/guarantee amount provided by ACE to ACE's subsidiaries and the endorsement/guarantee amount provided to individual party shall not exceed 50% and 40%, respectively, of the most recent audited or reviewed net worth of ACE.
-
(Note 6) The aggregate endorsement/guarantee amount provided by Cyber South to Tianjin Ace Pillar Co., Ltd. and the endorsement/guarantee amount provided to individual party shall not exceed 50% and 30%, respectively, of the net worth of Cyber South.
-
(Note 7) The aggregate endorsement/guarantee amount provided by GSC to E-Strong Medical Technology Co., Ltd. and the endorsement/guarantee amount provided to individual party shall not exceed 40% of the net worth of GSC.
(Note 8) The aggregate endorsement/guarantee amount provided by Alpha to Alpha's subsidiaries and the endorsement/guarantee amount provided to individual party shall not exceed 50% and 30%, respectively, of the net worth of Alpha.
-
(Note 9) The aggregate endorsement/guarantee amount provided by Hitron Technologies to Hitron Technologies’subsidiaries and the endorsement/guarantee amount provided to individual party shall not exceed 150% and 10%, respectively, of the net worth of Hitron Technologie. However, there is no restriction for those directly or indirectly held subsidiaries with more than 50% of the voting shares and for those directly and indirectly hold 100% of the voting shares are indirectly endorsed and guaranteed, but it shall not exceed Hitron Technologies 100% of the net worth of the most recent financial statements.
-
(Note 10) The aggregate endorsement/guarantee amount provided by Aewin Technologies Co., Ltd to Aewin Beijing Technologies Co., Ltd. and the endorsement/guarantee amount provided to individual party shall not exceed 40% and 20%, respectively, of the recent audited or reviewed net worth of Aewin Technologies Co., Ltd.
-
(Note 11) The aggregate endorsement/guarantee amount provided by Sysage to Corex (Pty) Ltd. and the endorsement/guarantee amount provided to individual party shall not exceed 40% and 20%, respectively, of the most recent audited or reviewed net worth of Sysage.
� 124 �
QISDA CORPORATION AND SUBSIDIARIES Marketable securities held (excluding investments in subsidiaries, associates, and joint ventures) For the year ended December 31, 2020 (Amounts in thousands of New Taiwan dollars/shares, unless specified otherwise)
Table 3
| Investing Company |
Marketable Securities Type and Name |
Relationship with the Securities Issuer |
Financial Statement Account |
December 31, 2020 | December 31, 2020 | December 31, 2020 | December 31, 2020 | Maximum percentage of ownership during 2020 |
Maximum percentage of ownership during 2020 |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Shares/Units | Carrying Value |
Percentage of Ownership |
Fair Value | Shares/Units | Percentage of Ownership |
Note | ||||
| The Company QLLB BMC BMC BMC APV APV APV APV APV APV APV APV |
Stock: APLEX Technology, Inc. CPEC Huachuang Private Equity Fund (Fujian) Co., Ltd. Fund Stock: Lagis Enterprise Co., Ltd. Stock: Kangde Corporation Stock: Biodenta Corporation Stock: Hi-Clearance Inc. Stock: Joymaster Inc. Stock: Crystalvue Medical Corp. Stock: Gigastone Corporation Stock: Athena Capital Management Stock: CDIB Capital Innovation Advisors Corporation Preferred Stock: D8AI Holdings Coporation Stock: APLEX Technology, Inc. |
- - - - - - - - - - - - - |
Financial assets at fair value through other comprehensive income-non- current Financial assets at fair value through other comprehensive income-non- current Financial assets at fair value through other comprehensive income-current Financial assets at fair value through other comprehensive income-non- current Financial assets at fair value through profit or loss-non-current Financial assets at fair value through other comprehensive income-current Financial assets at fair value through other comprehensive income-non- current Financial assets at fair value through other comprehensive income-non- current Financial assets at fair value through other comprehensive income-non- current Financial assets at fair value through other comprehensive income-non- current Financial assets at fair value through other comprehensive income-non- current Financial assets at fair value through other comprehensive income-non- current Financial assets at fair value through other comprehensive income-non- ~~current~~ |
1,250 - 1,680 150 225 317 619 672 31 2,000 3,667 10,000 1,932 |
37,438 47,173 57,809 1,500 (Note 1) 38,472 2,236 33,398 242 12,618 25,670 4,227 57,862 |
4.61% 2.50% 5.25% 11.03% 2.50% 0.88% 6.19% 2.77% 0.06% 6.17% 3.33% 6.56% 7.13% |
37,438 47,173 57,809 1,500 - 38,472 2,236 33,398 242 12,618 25,670 4,227 57,862 |
1,250 - 1,680 150 225 317 619 672 31 2,000 3,667 10,000 1,932 |
4.61% 2.50% 5.25% 11.03% 2.50% 0.88% 6.19% 2.77% 0.06% 6.17% 3.33% 6.56% 7.13% |
- - - - - - - - - - - - - |
� 125 �
| Investing Company |
Marketable Securities Type and Name |
Relationship with the Securities Issuer |
Financial Statement Account |
December 31, 2020 | December 31, 2020 | December 31, 2020 | December 31, 2020 | Maximum percentage of ownership during 2020 |
Maximum percentage of ownership during 2020 |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Shares/Units | Carrying Value |
Percentage of Ownership |
Fair Value | Shares/Units | Percentage of Ownership |
Note | ||||
| APV Darly 2 Darly 2 Darly 2 Darly C Darly C Darly C Darly C Darly C BenQ PTT DFI DFI DFI DFI |
Stock: Raydium Semiconductor Corporation Stock: Crystalvue Medical Corp. Stock: Raydium Semiconductor Corporation Stock: Fong Huang Innovation Corporation Stock: Crystalvue Medical Corp. Stock: Athena Capital Management Stock: Anqing Innovation Stock: Visco Vision Inc. Stock: Raydium Semiconductor Corporation Stock: Crystalvue Medical Corp. Preferred Stock: D8AI Holdings Coporation Stock: APLEX Technology, Inc. Asia Tech Taiwan Venture Fund Fund: Cathay No 1 REIT Bond: WM 7.25% Perpetual |
- - - - - - - - - - - - - - - |
Financial assets at fair value through other comprehensive income-non- current Financial assets at fair value through other comprehensive income-non- current Financial assets at fair value through other comprehensive income-non- current Financial assets at fair value through other comprehensive income-non- current Financial assets at fair value through other comprehensive income-non- current Financial assets at fair value through other comprehensive income-non- current Financial assets at fair value through other comprehensive income-non- current Financial assets at fair value through other comprehensive income-non- current Financial assets at fair value through other comprehensive income-non- current Financial assets at fair value through other comprehensive income-non- current Financial assets at fair value through other comprehensive income-non- current Financial assets at fair value through other comprehensive income-non- current Financial assets at fair value through profit or loss-non-current Financial assets at fair value through profit or loss-current Financial assets at fair value through profit or loss-current |
2,940 470 1,633 6,000 34 1,000 1,033 285 220 1,487 3,500 999 USD 225 1,494 USD 200 |
411,949 23,359 228,769 76,790 1,690 6,309 6,427 31,506 30,857 73,904 6,273 29,920 (Note 1) 27,953 (Note 1) |
4.39% 1.94% 2.44% 18.75% 0.14% 3.09% 2.24% 0.52% 0.33% 6.13% 2.30% 3.32% - - - |
411,949 23,359 228,769 76,790 1,690 6,309 6,427 31,506 30,857 73,904 6,273 29,920 - 27,953 - |
2,940 470 1,633 6,000 34 1,000 1,033 285 220 1,487 3,500 999 USD 225 1,494 USD 200 |
4.39% 1.94% 2.44% 18.75% 0.14% 3.09% 2.24% 0.52% 0.33% 6.13% 2.30% 3.32% - - - |
- - - - - - - - - - - - - - - |
� 126 �
| Investing Company |
Marketable Securities Type and Name |
Relationship with the Securities Issuer |
Financial Statement Account |
December 31, 2020 | December 31, 2020 | December 31, 2020 | December 31, 2020 | Maximum percentage of ownership during 2020 |
Maximum percentage of ownership during 2020 |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Shares/Units | Carrying Value |
Percentage of Ownership |
Fair Value | Shares/Units | Percentage of Ownership |
Note | ||||
| AEWIN AEWIN PT. Frismed Hoslab Indonesia QCES Sysage Sysage Sysage Sysage Sysage Sysage Sysage Epic Cloud NEO TREND Simula Simula GSC Alpha |
Stock: Aewin Korea Co., Ltd Stock: AuthenTrend Technology Inc. Insurance Fund: AVA IPRIME Stock: Jiangsu Yudi Optical Co., Ltd. Stock: CDS Holdings Limited Stock: Yobon Technologies, Inc. Stock: Dynasafe Technologies, Inc. Stock: Touch Cloud, Inc. Stock: Gemini Data, Inc. Stock: Kingtel Corporation Fund: Capital Money Market Fund Fund: Capital Money Market Fund Fund: Hua Nan Phoenix Money Market Fund Stock: Optomedia Technology Inc. Stock: Taiwan Competition Co., Ltd. Stock: New Image Medical Co.,Ltd. Stock: TGC, Inc. |
- - - - - - - - - - - - - - - - - |
Financial assets at fair value through other comprehensive income-non- current Financial assets at fair value through other comprehensive income-non- current Financial assets at fair value through profit or loss-current Financial assets at fair value through other comprehensive income-non- current Financial assets at fair value through profit or loss-non-current Financial assets at fair value through profit or loss-non-current Financial assets at fair value through profit or loss-non-current Financial assets at fair value through profit or loss-non-current Financial assets at fair value through profit or loss-non-current Financial assets at fair value through profit or loss-non-current Financial assets at fair value through profit or loss-current Financial assets at fair value through profit or loss-current Financial assets at fair value through profit or loss-current Financial assets at fair value through other comprehensive income-non- current Financial assets at fair value through other comprehensive income-non- current Financial assets at fair value through other comprehensive income-non- current Financial assets at fair value through profit or loss-non-current |
10 300 - 7,692 600 3 3,906 200 2,706 443 9,222 123 2,073 817 500 200 500 |
887 - 3,084 201,310 (Note 1) (Note 1) 145,695 410 8,540 3,049 150,003 2,004 25,010 2,411 2,469 2,960 (Note 1) |
16.67% 1.42% - 11.20% 1.11% 0.42% 19.53% 2.74% 2.90% 18.09% - - - 3.26% 16.67% 0.74% 1.83% |
887 - 3,084 201,310 - - 145,695 410 8,540 3,049 150,003 2,004 25,010 2,411 2,469 2,960 - |
10 300 - 7,692 600 3 3,362 200 2,706 443 27,746 246 2,073 817 500 200 500 |
16.67% 1.42% - 11.20% 1.15% 0.42% 20.01% 2.74% 2.90% 18.09% - - - 3.26% 16.67% 0.74% 1.83% |
- - - - - - - - - - - - - - - - - |
� 127 �
| Investing Company |
Marketable Securities Type and Name |
Relationship with the Securities Issuer |
Financial Statement Account |
December 31, 2020 | December 31, 2020 | December 31, 2020 | December 31, 2020 | Maximum percentage of ownership during 2020 |
Maximum percentage of ownership during 2020 |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Shares/Units | Carrying Value |
Percentage of Ownership |
Fair Value | Shares/Units | Percentage of Ownership |
Note | ||||
| Hitron Technologies Hitron Technologies Hitron Technologies Hitron Technologies Hitron Technologies Hitron Technologies Hitron Technologies Hitron Technologies Hitron Technologies Hitron Technologies Interactive Digital |
Stock: Senao International Co., Ltd. Stock: Fubon Financial Holding Co., Ltd. Stock: Transcend Information Inc. Stock: Chao Long Motor Parts Corp. Stock: Imagetech Co., Ltd. Stock: Tsunami Visual Technologies, Inc. Stock: Pivot Technology Corp. Stock: Cardtek Co., Ltd. Stock: Yesmobile Holdings Company Ltd. Preferred Stock: Codent Networks (Cayman) Ltd. Stock: Transcend Information Inc. |
- - - - - - - - - - - |
Financial assets at fair value through profit or loss-current Financial assets at fair value through profit or loss-current Financial assets at fair value through profit or loss-current Financial assets at fair value through other comprehensive income-non- current Financial assets at fair value through other comprehensive income-non- current Financial assets at fair value through other comprehensive income-non- current Financial assets at fair value through other comprehensive income-non- current Financial assets at fair value through other comprehensive income-non- current Financial assets at fair value through other comprehensive income-non- current Financial assets at fair value through other comprehensive income-non- current Financial assets at fair value through profit or loss-current |
207 200 441 668 120 1,220 198 1,000 294 1,570 362 |
7,349 9,350 28,665 21,245 (Note 1) (Note 1) (Note 1) (Note 1) (Note 1) (Note 1) 23,530 |
- - - 2.10% 1.20% 9.34% 10.94% 6.45% 0.75% - 0.08% |
7,349 9,350 28,665 21,245 - - - - - - 23,530 |
207 200 441 668 120 1,220 198 1,000 294 - 362 |
- - - 2.10% 1.20% 9.34% 10.94% 6.45% 0.75% - 0.08% |
- - - - - - - - - - - |
(Note 1) The impairment loss was fully recognized.
� 128 �
QISDA CORPORATION AND SUBSIDIARIES
Marketable securities for which the accumulated purchase or sale amount for the year exceed NT$300 million or 20% of the paid-in capital For the year ended December 31, 2020
(Amounts in thousands of New Taiwan dollars/shares, unless specified otherwise)
| Table 4 | Table 4 | Table 4 | Table 4 | Table 4 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company Name |
Marketable Securities Type and Name |
Financial Statement Account |
Counter-Party | Name of Relationship |
Beginning Balance | Purchase | Disposal | Ending Balance | ||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Carrying Value |
Gain (Loss) on Disposal(Note 1) |
Shares | Amount(Note 2) | |||||
| Sysage The Company The Company The Company The Company NMH |
Capital Money Market Fund Simula Alpha APV QVH Guigang Donghui Medical Investment Co., ~~Ltd~~ |
Financial assets at fair value through profit or loss-current Investment accounted for using equity method Investment accounted for using equity method Investment accounted for using equity method Investment accounted for using equity method Investment accounted for using equity method |
Hua Nan Commercial Bank - - - - - |
- Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Associate |
12,351 - 100,000 113,258 - - |
200,057 - 2,064,817 2,021,449 627,436 - |
15,395 30,000 195,163 40,000 - - |
250,000 600,000 5,814,943 400,000 405,593 423,670 |
18,524 - - - - - |
300,212 - - - - - |
300,000 - - - - - |
158 - - - - - |
9,222 30,000 295,163 153,258 - - |
150,003 619,479 7,828,382 2,560,268 832,065 429,654 |
(Note 1) Valuation adjustment is included.
(Note 2) The ending balance includes shares of profits/losses of investees and other related adjustment.
� 129 �
QISDA CORPORATION AND SUBSIDIARIES Acqusition of real estate which exceeds NT$300 million or 20% of the paid-in capital
For the year ended December 31, 2020
(Amounts in thousands of New Taiwan dollars, unless specified otherwise)
| Table 5 | Table 5 | Table 5 | Table 5 | Table 5 | Table 5 | Table 5 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company Name |
Property Name |
Transaction Date |
Transaction Amount |
Status of Payment |
Counter Party | Relationship with the Counter Party |
If the Counter Party is a Related Party, Disclose the Previous Transfer Information |
Price Reference |
Purpose of Acqusition and Current Condition |
Notes | |||
| Owner | Relationship with the Company |
Date of Transfer |
Amount | ||||||||||
| Hitron Vietnam Hitron Vietnam |
Machinery Building |
2020.01~12 2020.01~12 |
371,796 355,392 |
Pay in installments Based on the progress of construction |
Jietech Suzhou Interactive Digital DAIICHI KURTZ AJT LITUO TRI SAI GON VISICONS ASEMCO VSIP Sheng Huei Engineering Technology Company Limited Jiuh Jiang Long Co.,Ltd |
- - |
- - |
- - |
- - |
- - |
Inquiry and Bargaining Open bidding |
Machinery Building |
- - |
~130~
QISDA CORPORATION AND SUBSIDIARIES Disposal of real estate which exceeds NT$300 million or 20% of the paid-in capital For the year ended December 31, 2020
(Amounts in thousands of New Taiwan dollars, unless specified otherwise)
| QISDA CORPORATION AND SUBSIDIARIES Disposal of real estate which exceeds NT$300 million or 20% of the paid-in capital For the year ended December 31, 2020 (Amounts in thousands of New Taiwan dollars, unless specified otherwise) |
QISDA CORPORATION AND SUBSIDIARIES Disposal of real estate which exceeds NT$300 million or 20% of the paid-in capital For the year ended December 31, 2020 (Amounts in thousands of New Taiwan dollars, unless specified otherwise) |
QISDA CORPORATION AND SUBSIDIARIES Disposal of real estate which exceeds NT$300 million or 20% of the paid-in capital For the year ended December 31, 2020 (Amounts in thousands of New Taiwan dollars, unless specified otherwise) |
QISDA CORPORATION AND SUBSIDIARIES Disposal of real estate which exceeds NT$300 million or 20% of the paid-in capital For the year ended December 31, 2020 (Amounts in thousands of New Taiwan dollars, unless specified otherwise) |
QISDA CORPORATION AND SUBSIDIARIES Disposal of real estate which exceeds NT$300 million or 20% of the paid-in capital For the year ended December 31, 2020 (Amounts in thousands of New Taiwan dollars, unless specified otherwise) |
QISDA CORPORATION AND SUBSIDIARIES Disposal of real estate which exceeds NT$300 million or 20% of the paid-in capital For the year ended December 31, 2020 (Amounts in thousands of New Taiwan dollars, unless specified otherwise) |
QISDA CORPORATION AND SUBSIDIARIES Disposal of real estate which exceeds NT$300 million or 20% of the paid-in capital For the year ended December 31, 2020 (Amounts in thousands of New Taiwan dollars, unless specified otherwise) |
QISDA CORPORATION AND SUBSIDIARIES Disposal of real estate which exceeds NT$300 million or 20% of the paid-in capital For the year ended December 31, 2020 (Amounts in thousands of New Taiwan dollars, unless specified otherwise) |
QISDA CORPORATION AND SUBSIDIARIES Disposal of real estate which exceeds NT$300 million or 20% of the paid-in capital For the year ended December 31, 2020 (Amounts in thousands of New Taiwan dollars, unless specified otherwise) |
QISDA CORPORATION AND SUBSIDIARIES Disposal of real estate which exceeds NT$300 million or 20% of the paid-in capital For the year ended December 31, 2020 (Amounts in thousands of New Taiwan dollars, unless specified otherwise) |
QISDA CORPORATION AND SUBSIDIARIES Disposal of real estate which exceeds NT$300 million or 20% of the paid-in capital For the year ended December 31, 2020 (Amounts in thousands of New Taiwan dollars, unless specified otherwise) |
QISDA CORPORATION AND SUBSIDIARIES Disposal of real estate which exceeds NT$300 million or 20% of the paid-in capital For the year ended December 31, 2020 (Amounts in thousands of New Taiwan dollars, unless specified otherwise) |
QISDA CORPORATION AND SUBSIDIARIES Disposal of real estate which exceeds NT$300 million or 20% of the paid-in capital For the year ended December 31, 2020 (Amounts in thousands of New Taiwan dollars, unless specified otherwise) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Table 6 | ||||||||||||
| Company Name |
Property Name |
Transaction Date | Acquisition Date |
Book Value |
Transaction Amount |
Status of Payment |
Gain or Loss on Disposal of real estate |
Counter Party |
Relationship with the Counter Party |
Purpose of Disposal |
Price Reference |
Notes |
| Qisda Sdn. Bhd. (QLPG) |
Two land and buildings in Malaysia |
Board resolution date June 11, 2020 |
1990 | 121,508 | MYR 92,000 thousand |
The first installment for 10% of the contract price has been received by attorney-in- fact. |
MYR 56,000 thousand |
Visco Technology Sdn. Bhd. |
Associates | To activate asset and increase working capital |
Refer to appraisal report |
Payment term� 10% will be charged within 1 month after signing the contact� 20% will be charged within 1 month after the government approval is received� 70% will be charged within 4 month after the government approval is received |
� 131 �
QISDA CORPORATION AND SUBSIDIARIES
Total purchases from and sales to related parties which exceed NT$100 million or 20% of the paid-in capital For the year ended December 31, 2020
(Amounts in thousands of New Taiwan dollars, unless specified otherwise)
| Table 7 | Table 7 | Table 7 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Company Name | Related Party | Nature of Relationship |
Transaction Detail | Transactions with Terms Different from Others |
Notes/Accounts Receivable or (Payable) |
||||||
| Purchases/ (Sales) |
Amount | % of Total Purchases/ (Sales) |
Payment Terms | Unit Price |
Payment Terms |
Ending Balance | % of Total Note/ Accounts Receivable or (Payable) |
Note | |||
| The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company QCSZ QCOS QALA QJTO DFI BenQ DFI PTT QCSZ QCSZ QCSZ QCSZ QCOS QCOS QCOS QCOS QCES QCES QCPS QCPS BenQ BenQ BenQ BenQ BenQ BenQ BenQ BQP |
BenQ QJTO QALA AU AUSZ AUKS DFI Topview PTT QCSZ QCOS DFI The Company The Company The Company The Company The Company The Company The Company The Company BQC RO AU QCPS DIC BQC_RO AU QCPS QCES QCOS Darwin QCOS QCSZ BQA BQE BQL BQP BQC RO BQHK HLD AU BQAU |
Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Associate Associate Associate Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Affiliates Other related party Affiliates Affiliates Affiliates Other related party Affiliates Affiliates Affiliates Other related party Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Other related party Affiliates |
(Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) Purchases Purchases Purchases (Sales) (Sales) Purchases Purchases (Sales) Purchases Purchases Purchases (Sales) Purchases Purchases Purchases (Sales) Purchases Purchases Purchases (Sales) Purchases (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) Purchases (Sales) |
(5,073,679) (1,973,381) (21,292,914) (5,171,531) (2,180,505) (115,622) (751,208) (280,195) (111,859) 67,384,007 11,852,965 107,938 (67,384,007) (11,852,965) 21,292,914 1,973,381 (107,938) 5,073,679 751,208 111,859 (817,393) 8,018,101 1,452,530 249,903 (1,298,311) 323,131 219,248 321,955 (321,955) 183,292 (219,248) (1,452,530) (3,334,196) (6,902,513) (562,041) (5,668,782) (257,049) (108,925) 3,300,062 (540,383) |
(5) (2) (23) (6) (2) - (1) - - 77 14 - (88) (82) 95 92 (3) 33 23 15 (1) 11 2 - (9) 2 2 2 (1) 1 (13) (83) (20) (41) (3) (34) (2) - 21 (8) |
OA90 OA120 OA90 OA120 OA120 OA120 EOM60 OA60 OA30 OA120 OA120 60~90Days OA120 OA120 OA90 OA120 60~90Days OA90 EOM60 OA30 OA120 EOM55 OA60 EOM45 OA120 EOM55 OA60 OA60 OA60 EOM120 OA60 OA60 OA90 OA90 OA90 OA60 OA60 OA60 EOM55 OA60 |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
3,033,274 794,613 6,269,938 1,353,771 797,601 63,963 100,567 54,827 30,650 (17,993,269) (3,574,987) (87,706) 17,993,269 3,574,987 (6,269,938) (794,613) 87,706 (3,033,274) (100,567) (30,650) 100,772 1,198,399 (150,235) (114,398) 88,636 1,665 (34,145) (46,830) 46,830 2,217 34,145 150,235 604,618 2,657,827 323,135 1,633,661 3,804 14,977 658,155 136,650 |
13 3 27 6 3 - - - - (72) (14) - 91 91 (100) (99) 12 (56) (16) (30) 1 7 (1) (1) 2 - (1) (1) 1 - 16 70 10 45 5 27 - - 12 7 |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
� 132 �
| Company Name | Related Party | Nature of Relationship |
Transaction Detail | Transaction Detail | Transaction Detail | Transaction Detail | Transactions with Terms Different from Others |
Transactions with Terms Different from Others |
Notes/Accounts Receivable or (Payable) |
Notes/Accounts Receivable or (Payable) |
|
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases/ (Sales) |
Amount | % of Total Purchases/ (Sales) |
Payment Terms | Unit Price |
Payment Terms |
Ending Balance | % of Total Note/ Accounts Receivable or (Payable) |
Note | |||
| BQP BQP BQP BQP BQP BQE BQE BQE BQE BQE BQE BQE BQE BQE BQE BQA BQA BQL BQL BQC RO BQC RO BQC RO EMS BQAT BQAU BQCA BQCH BQDE BQFR BQHK HLD BQIB BQIN BQIT BQJP BQME BQMX BQNL BQSE BQTH BQUK GSC DFI DFI AMERICA, LLC. DFI DFI Co.,Ltd. |
BOIN BQJP BOME BOTH BenQ BQUK BQDE BQAT BQSE BQFR BQIB BQNL BQIT BQCH BenQ BQCA BenQ BQMX BenQ BenQ QCOS QCSZ GSC BQE BQP BQA BQE BQE BQE BenQ BQE BQP BQE BQP BQP BQL BQE BQE BQP BQE EMS DFI AMERICA, LLC. DFI DFI Co., Ltd. DFI |
Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates |
(Sales) (Sales) (Sales) (Sales) Purchases (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) Purchases (Sales) Purchases (Sales) Purchases Purchases Purchases Purchases (Sales) Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases (Sales) Purchases (Sales) Purchases |
(804,929) (1,424,667) (1,022,945) (149,169) 5,668,782 (1,312,435) (1,832,401) (848,751) (541,784) (745,073) (777,473) (450,194) (385,053) (230,680) 6,902,513 (881,726) 3,334,196 (309,073) 562,041 257,049 1,298,311 817,393 (144,992) 848,751 540,383 881,726 230,680 1,832,401 745,073 108,925 777,473 804,929 385,053 1,424,667 1,022,945 309,073 450,194 541,784 149,169 1,312,435 144,992 635,083 (635,083) 373,867 (373,867) |
(13) (22) (16) (2) 97 (17) (23) (11) (7) (9) (10) (6) (5) (3) 95 (19) 86 (52) 100 8 42 26 (88) 100 100 100 100 99 100 100 100 100 100 97 97 100 100 100 100 100 81 16 (99) 9 (98) |
OA60 OA60 OA60 OA60 OA60 OA30 OA30 OA45 OA30 OA30 OA30 OA30 OA30 OA30 OA90 OA60 OA90 OA90 OA90 OA60 OA120 OA120 OA60 OA45 OA60 OA30 OA30 OA30 OA30 OA60 OA30 OA60 OA30 OA60 OA60 OA90 OA30 OA30 OA60 OA30 OA60 60~90Days 60~90Days 60~90Days 60~90Days |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
644,703 277,164 290,118 97,956 (1,633,661) 145,011 460,982 61,360 1,478 406,670 85,811 115,101 129,532 85,893 (2,657,827) 184,837 (604,618) 174,373 (323,135) (3,804) (88,636) (100,772) 24,304 (61,360) (136,650) (184,837) (85,893) (460,982) (406,670) (14,977) (85,811) (644,703) (129,532) (277,164) (290,118) (174,373) (115,101) (1,478) (97,956) (145,011) (24,304) 150,084 (150,084) 24,190 (24,190) |
34 14 15 5 (99) 9 30 4 - 26 6 7 8 6 (98) 37 (100) 24 (91) (1) (14) (16) 81 (100) (98) (100) (95) (98) (99) (94) (94) (100) (98) (94) (96) (95) (100) (100) (100) (93) (86) 20 (100) 3 (97) |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
� 133 �
| Company Name | Related Party | Nature of Relationship |
Transaction Detail | Transaction Detail | Transaction Detail | Transaction Detail | Transactions with Terms Different from Others |
Transactions with Terms Different from Others |
Notes/Accounts Receivable or (Payable) |
Notes/Accounts Receivable or (Payable) |
|
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases/ (Sales) |
Amount | % of Total Purchases/ (Sales) |
Payment Terms | Unit Price |
Payment Terms |
Ending Balance | % of Total Note/ Accounts Receivable or (Payable) |
Note | |||
| DFI Diamond Flower Information (NL) B.V. DFI Yan Ying Hao Trading (ShenZhen) Co., Ltd DFI AEWIN DFI QCSZ AEWIN Aewin Beijing Technologies Co., Ltd AEWIN AEWIN TECH INC. Advancedtek Ace (TJ) Inc. Tianjin Ace Pillar Co., Ltd. Alpha Alpha Alpha Alpha Alpha Changshu Alpha HK D-Link Asia Hitron Technologies Hitron Technologies Hitron Technologies Hitron Technologies Hitron Suzhou D-Link International Alpha USA D-Link Asia Alpha Changshu Mirac Alpha Changshu Alpha Dongguan Hitron Suzhou Hitron Americas Hitron Europe Hitron Vietnam Hitron Vietnam BMC BMC BMC BMC |
Diamond Flower Information (NL) B.V. DFI Yan Ying Hao Trading (ShenZhen) Co., Ltd DFI AEWIN DFI QCSZ DFI Aewin Beijing Technologies Co., Ltd AEWIN AEWIN TECH INC. AEWIN Tianjin Ace Pillar Co., Ltd. Advancedtek Ace (TJ) Inc. D-Link International Alpha USA D-Link Asia Alpha Changshu Mirac Networks (Dongguan) Co., Ltd. Alpha Changshu Alpha Dongguan Hitron Suzhou Hitron Americas Hitron Europe Hitron Vietnam Hitron Vietnam Alpha Alpha Alpha Alpha Alpha Changshu Alpha HK D-Link Asia Hitron Technologies Hitron Technologies Hitron Technologies Hitron Technologies Hitron Suzhou AU AUSZ AUXM BenQ Materials Medical Supplies (Suzhou) Co.,Ltd |
Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Other related party Other related party Other related party Affiliates |
(Sales) Purchases (Sales) Purchases (Sales) Purchases (Sales) Purchases (Sales) Purchases (Sales) Purchases (Sales) Purchases (Sales) (Sales) Purchases Purchases (Sales) (Sales) Purchases Purchases (Sales) (Sales) Purchases (Sales) Purchases Purchases (Sales) (Sales) Purchases Purchases (Sales) (Sales) Purchases Purchases (Sales) Purchases (Sales) (Sales) (Sales) (Sales) |
360,544 (360,544) 142,133 (142,133) 167,251 (167,251) 103,246 (103,246) 339,841 (339,841) 121,077 (121,077) 160,548 (160,548) (1,154,429) (5,725,298) 8,840,443 6,844,340 (509,098) (433,894) 8,840,443 4,664,226 (6,585,634) (576,582) 3,046,968 (1,559,411) 1,154,429 5,725,298 (8,840,443) (6,844,340) 509,098 433,894 (8,840,443) (4,664,226) 6,585,634 576,582 (3,046,968) 1,559,411 (3,967,849) (1,084,361) (699,625) (144,835) |
9 (100) 4 (90) 4 (17) 3 - 29 (44) 10 (100) 100 (11) (5) (27) 46 35 (7) (7) 56 36 (64) (6) 24 (15) 100 100 (56) (92) 83 91 (99) (45) 51 5 (30) 12 (28) (8) (5) (1) |
60~90Days 60~90Days 60~90Days 60~90Days 60~90Days 60~90Days EOM60 EOM60 120 Days after shipment 120 Days after shipment 120 Days after shipment 120 Days after shipment T/T 30Days T/T 30Days 90 Days 90 Days 90 Days 90 Days 90 Days 90 Days 90 Days 90 Days 90 Days 90 Days 90 Days 90 Days 90 Days 90 Days 90 Days 90 Days 90 Days 90 Days 90 Days 90 Days 90 Days 90 Days 90 Days 90 Days OA90 OA90 OA90 OA120 |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (Note 1) (Note 1) (Note 1) (Note 1) |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
46,315 (46,315) 20,585 (20,585) 104,914 (104,914) 16,860 (16,860) 384,304 (384,304) 39,230 (39,230) 25,274 (25,274) - 1,133,768 (2,736,037) (1,040,052) 157,163 969,204 (2,752,044) (468,186) 1,884,630 251,033 (1,053,347) 430,133 - (1,133,768) 2,736,037 1,040,052 (157,163) (969,204) 2,752,044 468,186 (1,884,630) (251,033) 1,053,347 (430,133) 694,443 141,989 83,116 85,126 |
6 (100) 3 (89) 14 (33) 2 - 70 (75) 7 (100) 100 (14) - 21 (63) (24) 13 100 (54) (21) 85 11 (47) 19 - (100) 100 100 (100) (100) 100 100 (100) (100) 100 (100) 29 6 3 4 |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
� 134 �
| Company Name | Related Party | Nature of Relationship |
Transaction Detail | Transaction Detail | Transaction Detail | Transaction Detail | Transactions with Terms Different from Others |
Transactions with Terms Different from Others |
Notes/Accounts Receivable or (Payable) |
Notes/Accounts Receivable or (Payable) |
|
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases/ (Sales) |
Amount | % of Total Purchases/ (Sales) |
Payment Terms | Unit Price |
Payment Terms |
Ending Balance | % of Total Note/ Accounts Receivable or (Payable) |
Note | |||
| BMC SMSZ BMC BMC BMC BMC BenQ Materials Medical Supplies (Suzhou) Co., Ltd BenQ Materials (Wuhu) Co., Ltd. BenQ Materials Medical Supplies (Suzhou) Co., Ltd BMS SMS BenQ Materials (Wuhu) Co., Ltd. Simula Simula Technology (ShenZhen) Co., Ltd. DIC Data Image (Suzhou) Corporation Data Image (Suzhou) Corporation DIC Topview PTT PTT PTU PTE |
BenQ Materials (Wuhu) Co., Ltd. BenQ Materials Medical Supplies (Suzhou) Co., Ltd BMS SMS Visco Vision BenQ Materials (Wuhu) Co., Ltd. BMC BMC SMSZ BMC BMC BMC Simula Technology (ShenZhen) Co., Ltd. Simula Data Image (Suzhou) Corporation DIC AU QCSZ The Company PTU PTE PTT PTT |
Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Other related party Affiliates Parent/Subsidiary Affiliates Affiliates Affiliates Affiliates |
(Sales) (Sales) Purchases Purchases Purchases Purchases Purchases Purchases Purchases (Sales) (Sales) (Sales) Purchases (Sales) Processing cost Processing Revenue Purchases (Sales) Purchases (Sales) (Sales) Purchases Purchases |
(110,988) (101,493) 760,711 261,107 217,502 105,597 144,835 110,988 101,493 (760,711) (261,107) (105,597) 619,038 (619,038) (1,255,216) 1,255,216 (206,298) (249,903) 280,195 (166,183) (280,980) 166,183 280,980 |
(1) (42) 7 2 2 1 100 100 100 (100) (100) (100) 92 100 (43) 43 (8) 9 28 (18) (31) 88 45 |
OA180 OA90 OA90 OA90 OA30 OA90 OA120 OA180 OA90 OA90 OA90 OA90 EOM60 EOM60 Depends on its working capital status Depends on its working capital status EOM45 EOM45 OA60 OA90 OA90 OA90 OA90 |
(Note 1) (Note 1) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 2) (Note 1) (Note 1) (Note 1) - - - - - - - (Note 3) (Note 3) (Note 2) (Note 2) |
- - - - - - - - - - - - - - - - - - - - - - - |
99,660 79,218 (73,537) (141,075) (29,740) (6,347) (85,126) (99,660) (79,218) 73,537 141,075 6,347 (179,500) 179,500 (154,076) 154,076 (24,525) 114,398 (54,827) 25,600 64,683 (25,600) (64,683) |
4 77 (2) (4) (1) - (100) (100) (100) 100 100 100 (88) 90 (22) 19 (3) 14 18 9 24 (98) (60) |
- - - - - - - - - - - - - - - - - - - - - - - |
(Note 1) The selling prices of BMC to related parties are not comparable to the sales prices for third-party customers as the specifications of products were different. For the other transaction, there were no significant differences between the sales for related parties and those for third-party customers.
(Note 2) The purchase prices to related parties are not comparable to the purchase prices for third-party vendors as the specifications of products were different, and it is conducted under the agreed purchase price and conditions.
(Note 3) The selling prices of PTT to related parties are not comparable to the sales prices for third-party customers as the specifications of products were different. For the other transaction, there were no significant differences between the sales for related parties and those for third-party customers.
(Note 4) The above intercompany transactions have been eliminated when preparing the consolidated financial statements.
� 135 �
QISDA CORPORATION AND SUBSIDIARIES
Receivables from related parties which exceed NT$100 million or 20% of the paid-in capital December 31, 2020
(Amounts in thousands of New Taiwan dollars, unless specified otherwise)
Table 8
| Table 8 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Company Name | Related Party | Nature of Relationship |
Ending Balance | Turnover Rate |
Overdue | Amount Received in Subsequent Period |
Allowance for Bad Debts |
|
| Amount | Action Taken | |||||||
| The Company The Company The Company The Company The Company The Company The Company The Company BenQ BenQ BenQ BenQ BenQ BenQ BQA BQE BQE BQE BQE BQE BQL BQL BQP BQP BQP BQP |
BenQ DFI QALA QCOS QCSZ QJTO AU AUSZ BQA BQE BQL BQP QCSZ QVH BQCA BQDE BQFR BQIT BQNL BQUK BQMX Maxgen BQAU BOIN BQJP BOME |
Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Associate Associate Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates |
3,033,274 100,567 6,269,938 503,998 923,692 794,613 1,353,771 797,601 604,618 2,657,827 323,135 1,633,661 270,301 132,686 184,837 460,982 406,670 129,532 115,101 145,011 174,373 517,868 136,650 644,703 277,164 290,118 |
2.00 4.97 2.99 (Note 1) (Note 1) 1.90 4.10 2.38 3.65 2.95 2.15 3.73 (Note 1) (Note 1) 5.53 5.09 2.15 3.97 2.96 6.93 1.72 0.37 5.90 1.49 5.90 2.92 |
1,000,356 - 1,274,229 23,642 16,618 79,509 - - - 719,272 148,404 575,885 43,540 24,453 - 269,461 373,202 110,210 62,809 74,977 111,638 446,008 16,071 505,192 111,427 129,733 |
- - - - - - - - - - - - - - - - - - - - - - - - - - |
814,659 54,118 994,486 252,780 428,267 203,004 789,431 173,046 351,302 70,500 30,738 786,525 105,996 55,889 - 460,982 218,830 126,694 114,110 145,011 46,778 - - - 159,511 19,578 |
- - - - - - - - - - - - - - - - - - - - - - - - - - |
� 136 �
| Company Name | Related Party | Nature of Relationship |
Ending Balance | Turnover Rate |
Overdue | Overdue | Amount Received in Subsequent Period |
Allowance for Bad Debts |
|---|---|---|---|---|---|---|---|---|
| Amount | Action Taken | |||||||
| QCES QCOS QCPS QCSZ QCSZ DFI DFI AEWIN ACE BMC BMC SMS DIC Data Image (Suzhou) Corporation Alpha Alpha D-Link Asia Alpha Changshu Alpha Dongguan Alpha Changshu Alpha HK D-Link Asia Hitron Technologies Hitron Technologies Hitron Suzhou Hitron Suzhou Hitron Vietnam Simula Technology (ShenZhen) Co., Ltd. |
The Company The Company QCSZ BQC_RO The Company DFI AMERICA, LLC. AEWIN Aewin Beijing Technologies Co., Ltd Tianjin Ace Pillar Co., Ltd. AU AUSZ BMC QCSZ DIC Alpha USA Alpha HK Alpha Alpha D-Link Asia Mirac Networks (Dongguan) Co., Ltd. Alpha Changshu Alpha Dongguan Hitron Americas Hitron Europe Hitron Technologies Hitron Vietnam Hitron Technologies Simula |
Parent/Subsidiary Parent/Subsidiary Affiliates Affiliates Parent/Subsidiary Affiliates Affiliates Affiliates Affiliates Other related party Other related party Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates |
1,704,966 3,574,987 150,235 100,772 17,993,269 150,084 104,914 384,304 146,605 694,443 141,989 141,075 114,398 154,076 1,133,768 173,978 2,736,037 1,040,052 2,752,044 157,163 969,204 2,320,215 1,884,630 251,033 468,186 430,133 1,053,347 179,500 |
(Note 1) 3.47 9.81 14.45 3.72 4.09 3.92 0.75 - 3.75 3.30 3.70 4.36 (Note 1) 6.66 - 5.65 5.66 5.59 0.37 0.70 5.58 4.32 3.97 7.11 7.25 5.79 2.81 |
1,532 695,881 - - 4,911,555 - - 162,249 - - - - - - - 5,127 167,044 515 550,122 - 68,825 2,239 - - - - - - |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - |
1,532 695,881 - - 4,911,555 142,244 104,914 67,984 - - - 7,800 96,205 - 130,788 146,218 1,157,358 626,530 1,157,358 154,135 596,110 828,673 1,276,172 162,168 468,186 430,133 1,053,347 115,562 |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - |
(Note 1) The sales from repurchasing after processing have been eliminated; therefore, calculation of turnover rate is not applicable. (Note 2) The above intercompany transactions have been eliminated when preparing the consolidated financial statements.
� 137 �
QISDA CORPORATION AND SUBSIDIARIES Business relationships and significant intercompany transactions
For the year ended December 31, 2020
(Amounts in thousands of New Taiwan dollars, unless specified otherwise)
Table 9
| Table 9 | |||||||
|---|---|---|---|---|---|---|---|
| Number (Note 1) |
Company Name | Related Party | Name of Relationship (Note 2) |
Transaction Details During 2020 | |||
| Financial Statements Account |
Amount | Payment Terms |
Percentage of Consolidated Operating Revenue and Total Assets (Note 4) |
||||
| 0 0 0 1 2 3 3 3 4 5 6 7 8 9 |
The Company The Company The Company QCSZ QCOS BenQ BenQ BenQ Alpha D-Link Asia Hitron Technologies Hitron Vietnam Hitron Suzhou Alpha Dongguan |
BenQ QJTO QALA The Company The Company BQE BQP BQA Alpha USA Alpha Hitron Americas Hitron Technologies Hitron Technologies D-Link Asia |
1 1 1 2 2 3 3 3 3 3 3 3 3 3 |
(Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) |
(5,073,679) (1,973,381) (21,292,914) (67,384,007) (11,852,965) (6,902,513) (5,668,782) (3,334,196) (5,725,298) (8,840,443) (6,585,634) (3,046,968) (4,664,226) (8,840,443) |
OA90 OA120 OA90 OA120 OA120 OA90 OA60 OA90 90 Days 90 Days 90 Days 90 Days 90 Days 90 Days |
(3%) (1%) (11%) (35%) (6%) (4%) (3%) (2%) (3%) (5%) (3%) (2%) (2%) (5%) |
� 138 �
| Number (Note 1) |
Company Name | Related Party | Name of Relationship (Note 2) |
Transaction Details During 2020 | Transaction Details During 2020 | Transaction Details During 2020 | Transaction Details During 2020 |
|---|---|---|---|---|---|---|---|
| Financial Statements Account |
Amount | Payment Terms |
Percentage of Consolidated Operating Revenue and Total Assets (Note 4) |
||||
| 10 0 0 1 2 3 5 5 7 9 |
Alpha Changshu The Company The Company QCSZ QCOS BenQ D-Link Asia D-Link Asia Hitron Technologies Alpha Dongguan |
Alpha BenQ QALA The Company The Company BQE Alpha Alpha Dongguan Hitron Suzhou D-Link Asia |
3 1 1 2 2 3 3 3 3 3 |
(Sales) Accounts receivable Accounts receivable Accounts receivable Accounts receivable Accounts receivable Accounts receivable Accounts receivable Accounts receivable Accounts receivable |
(6,844,340) 3,033,274 6,269,938 17,993,269 3,574,987 2,657,827 2,736,037 2,320,215 1,884,630 2,752,044 |
90 Days OA90 OA90 OA120 OA120 OA90 90 Days 90 Days 90 Days 90 Days |
(4%) 2% 4% 11% 2% 2% 2% 1% 1% 2% |
(Note1) Parties to the intercompany transactions are identified and numbered as follows:
-
"0" represents the Company.
-
Subsidiaries are numbered from "1".
(Note2) The relationships with counter party are as follows:
No. “1” represents the transactions from the Company to subsidiary.
No. “2” represents the transactions from subsidiary to the Company.
No. “3” represents the transactions between subsidiaries.
(Note3) Intercompany relationships and significant intercompany transactions are disclosed only for the amounts that exceed 1% of consolidated operating revenue or total assets. The corresponding purchases and accounts payables are not disclosed.
(Note4) Based on the transaction amount divided by consolidated operating revenues or consolidated total assets.
(Note5) The above intercompany transactions have been eliminated when preparing the consolidated financial statements.
� 139 �
QISDA CORPORATION AND SUBSIDIARIES Information of Investees (Excluding Information on investments in Mainland China) For the year ended December 31, 2020
(Amounts in thousands of New Taiwan dollars / shares, unless specified otherwise)
Table 10
| Table 10 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Investor | Investee | Location | Main Businesses and Products | Original investment Amount | Balances as of December 31, 2020 | Maximum percentage of ownership during 2020 |
Net Income (Loss) of the Investee |
Investment Income (Loss) |
Note | ||||
| December 31, 2020 |
December 31, 2019 |
Shares | Percentage of Ownership |
Carrying Value |
Shares | Percentage of Ownership |
|||||||
| The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company BMC BMC BMC BMC BMC BMC APV APV |
AU DFN BMC BenQ QALA QJTO QLPG QLLB APV Darly BBHC PTT BDT QTOS Q.S.Control Corp. DFI Alpha K2 DIC EASC Sysage Topview QVH Simula GSC BMLB SMS Visco Vision Inc. Cenefom Corporation Taike Biotech Co., Ltd. MLK Bioscience Co., Ltd. Darly C BMC |
Taiwan Taiwan Taiwan Taiwan USA Japan Malaysia Malaysia Taiwan Malaysia Cayman Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Hong Kong Taiwan Taiwan Vietnam Taiwan Taiwan Malaysia Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan |
R&D, manufacture and sale of TFT-LCD panels R&D, manufacture and sale of MLCC and keyboards R&D, manufacture and sale of optoelectronics film Manufacture and sales of brand-name electronic products Sales of electronic products Sales and maintenance of electronic products in Japanese market Leasing and management services Investment and holding activity Investment and holding activity Investment and holding activity Investment and holding activity Manufacture, sales, and import and export of POS terminals and peripherals Manufacture and sale of medical consumable and equipment Manufacture of computer peripheral products Manufacture and sales of medical consumables and equipments Manufacture and sales of industrial motherboards and components R & D, manufacture and sale of LAN/MAN, wireless, mobile & broadband, and digital multimedia products Sale of medical consumable and equipment Manufacture and sales of marine display modules Sales of brand-name electronic products and smart services The agent sales and trading of network software and information and communication hardware and software Manufacture and sales of video surveillance cameras Manufacture of monitors Manufacture and sales of electronic material Sale of alcohol and medical disinfectant Investment and holding activity Manufacture andsales of medical consumables and equipment Manufacture and sale of contact lenses R&D, manufacture and sale of medical consumable and equipment R&D, manufacture and sale of medical consumable and equipment R&D and sale of medical consumable and equipment Investment management consulting R&D, manufacture and sale of optoelectronics film |
8,085,543 662,195 507,883 7,160,050 32,800 2,701 578,128 3,687,539 570,016 165,000 1,476,632 1,475,978 280,000 1,000 63,000 3,154,750 8,114,943 217,763 260,000 78,338 1,815,000 172,500 1,073,549 600,000 254,000 1,141,340 560,000 177,811 29,127 10,001 6,000 77,933 221,786 |
8,085,543 662,195 507,883 7,160,050 32,800 2,701 578,128 3,687,539 170,016 165,000 1,476,632 1,475,978 259,990 1,000 63,000 3,154,750 2,300,000 121,134 260,000 78,338 1,815,000 172,500 667,956 - - 1,141,340 560,000 180,523 29,127 - - 77,933 221,786 |
663,599 58,005 43,659 539,662 1,000 - 50,000 114,250 153,258 6,000 47,400 43,577 28,000 100 6,000 51,610 295,163 6,997 20,000 1 66,000 5,750 - 30,000 10,000 35,082 40,000 9,834 1,095 525 217 12,011 15,182 |
6.99% 20.72% 13.61% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 19.35% 58.04% 100.00% 100.00% 20.00% 45.08% 54.49% 34.99% 28.82% 54.00% 35.04% 20.00% 100.00% 37.51% 50.00% 100.00% 100.00% 17.97% 12.12% 20.00% 20.00% 45.11% 4.73% |
12,701,500 1,904,389 588,330 9,321,301 43,515 52,610 296,858 13,209,029 2,560,268 148,326 749,927 1,276,354 114,532 1,011 56,557 3,059,763 7,828,382 222,880 306,763 78,905 1,856,785 199,172 832,065 619,479 236,864 1,512,863 451,871 168,232 13,137 9,622 5,885 213,189 204,660 |
663,599 58,005 43,659 539,662 1,000 - 50,000 114,250 153,258 6,000 47,400 43,577 28,000 100 6,000 51,610 295,163 6,997 20,000 1 66,000 5,750 - 30,000 10,000 35,082 40,000 9,984 2,190 525 217 12,011 15,182 |
6.99% 20.72% 13.61% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 19.35% 58.04% 100.00% 100.00% 20.00% 45.08% 54.49% 34.99% 28.82% 54.00% 35.04% 20.00% 100.00% 37.51% 50.00% 100.00% 100.00% 18.58% 12.12% 20.00% 20.00% 45.11% 4.73% |
3,376,324 903,785 395,973 1,387,254 5,888 2,029 (6,634) 1,566,663 118,654 4,660 100,322 5,141 (33,629) 9 19,891 405,046 556,997 44,252 179,070 3,162 549,017 64,242 (147,028) 79,735 23,252 13,349 (43,874) 126,819 (20,822) (1,896) (564) 116,871 395,973 |
236,005 187,238 53,900 1,393,277 5,888 2,029 (6,634) 1,203,284 118,654 4,660 19,992 (31,681) (32,766) 9 3,979 103,327 384,786 12,632 50,550 1,561 188,895 13,247 (147,028) 18,516 6,559 - - - - - - - - |
Associate Associate Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Associate Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Affiliates Affiliates Associate Associate Associate Associate Affiliates Affiliates |
� 140 �
| Investor | Investee | Location | Main Businesses and Products | Original investment Amount | Original investment Amount | Balances as of December 31, 2020 | Balances as of December 31, 2020 | Balances as of December 31, 2020 | Maximum percentage of ownership during 2020 |
Maximum percentage of ownership during 2020 |
Net Income (Loss) of the Investee |
Investment Income (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 |
December 31, 2019 |
Shares | Percentage of Ownership |
Carrying Value |
Shares | Percentage of Ownership |
|||||||
| APV APV APV APV APV APV APV APV APV APV APV APV Darly C Darly C Darly C Darly Darly BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ BQP BQP |
BMTC BBHC BES PTT BDT GST DFI Alpha Topview DIC Simula GSC BES Green Island Co., Ltd. Alpha BenQ Guru Holding Ltd. (GSH) BBHC BQA BQL BQHK BQE BQP Darly 2 BenQ Guru Holding Ltd. (GSH) DFN BMC BBHC BMTC MQE INF BQHK_HLD PT BenQ Teknologi Indonesia Alpha BenQ India Private Ltd. BenQ (M.E.) FZE |
Taiwan Cayman Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Hong Kong Cayman USA USA Hong Kong The Netherlands Taiwan Taiwan Hong Kong Taiwan Taiwan Cayman Taiwan The Netherlands Taiwan Hong Kong Indonesia Taiwan India United Arab Emirates |
Manufacture and sales of medical consumables and equipments Investment and holding activity Energy service Manufacture, sales, and import and export of POS terminals and peripherals Manufacture and sales of medical consumables and equipments R&D and sales of computer information system Manufacture and sales of industrial motherboards and components R & D, manufacture and sale of LAN/MAN, wireless, mobile & broadband, and digital multimedia products Manufacture and sales of video surveillance cameras Manufacture and sales of marine display modules Manufacture and sales of electronic material Sale of alcohol and medical disinfectant Energy service Cultural and Art Industry R & D, manufacture and sale of LAN/MAN, wireless, mobile & broadband, and digital multimedia products Investment and holding activity Investment and holding activity Sales of brand-name electronic products in North America markets Sales of brand-name electronic products in Latin America markets Investment and holding activity Sales of electronic products in European markets Sales of brand-name electronic products in Asia markets Investment and holding activity Investment and holding activity R&D, manufacture and sale of MLCC and keyboards R&D, manufacture and sale of optoelectronics film Investment and holding activity Manufacture and sales of medical consumables and i t Maintenance of brand-name electronic monitors and projectors in European markets Assembly and sales of gaming electronic products Sales of brand-name electronic products in HK markets Sales of brand-name electronic products R & D, manufacture and sale of LAN/MAN, wireless, mobile & broadband, and digital multimedia products Sales of brand-name electronic products Sales of brand-name electronic products |
42,584 904,102 50,250 112,080 - 12 149,096 284,143 63,525 88,222 205,920 150,000 28,000 2,000 273,445 30,456 471,516 114,553 203,839 859,037 960,568 950,000 2,361,132 74,021 233,491 946,731 719,088 235,069 74,659 117,987 118,282 21 342 224,405 8,891 |
42,584 904,102 50,250 112,080 10 12 149,096 262,110 61,896 35,884 - - 28,000 2,000 273,445 30,456 471,516 114,553 203,839 859,037 960,568 950,000 2,061,132 74,021 233,491 946,731 719,088 235,069 74,659 117,971 118,282 21 - 224,405 8,891 |
3,549 25,000 4,100 6,006 - 1 2,294 12,236 1,286 3,607 5,500 10,000 2,400 (��) 12,710 7,800 14,158 200 350 466,200 5,009 20,000 225,000 23,400 14,017 80,848 20,000 19,353 82 6,947 4,000 - 18 440,296 - |
7.96% 10.21% 41.00% 8.00% - 0.02% 2.00% 2.26% 4.46% 5.20% 6.88% 50.00% 24.00% 33.33% 2.35% 12.50% 5.78% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 37.50% 5.01% 25.21% 8.16% 43.43% 100.00% 100.00% 100.00% 0.31% - 100.00% 100.00% |
84,466 395,038 7,796 152,820 - 14 147,729 327,982 62,809 72,689 211,650 137,931 4,563 - 342,443 22,025 222,668 709,582 (68,385) 2,832,180 708,691 289,114 3,116,036 66,063 460,097 1,089,849 316,030 449,340 72,615 90,701 787,301 29 355 29,362 25,797 |
3,549 25,000 4,100 6,006 - 1 2,294 12,236 1,286 3,607 5,500 10,000 2,400 (��) 12,710 7,800 14,158 200 350 466,200 5,009 20,000 (��) 23,400 14,017 80,848 20,000 19,353 82 6,947 4,000 - 18 440,296 - |
7.96% 10.21% 41.00% 8.00% - 0.02% 2.00% 2.26% 4.46% 5.20% 6.88% 50.00% 24.00% 33.33% 2.35% 12.50% 5.78% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 37.50% 5.01% 25.21% 8.16% 43.43% 100.00% 100.00% 100.00% 0.31% - 100.00% 100.00% |
62,051 100,322 (2,098) 5,141 (33,629) 12,004 405,046 556,997 64,242 179,070 79,735 23,252 (2,098) - 556,997 2,152 100,322 608,681 (122,492) 215,593 138,824 152,292 148,077 2,152 903,785 395,973 100,322 62,051 2,958 4,092 381,071 11,310 556,997 8,684 27,229 |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Associate Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Associate Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates |
� 141 �
| Investor | Investee | Location | Main Businesses and Products | Original investment Amount | Original investment Amount | Balances as of December 31, 2020 | Balances as of December 31, 2020 | Balances as of December 31, 2020 | Maximum percentage of ownership during 2020 |
Maximum percentage of ownership during 2020 |
Net Income (Loss) of the Investee |
Investment Income (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 |
December 31, 2019 |
Shares | Percentage of Ownership |
Carrying Value |
Shares | Percentage of Ownership |
|||||||
| BQP BQP BQP BQP BQP BQP BQP BQA BQL BQL BQL Joytech LLC Vividtech LLC BQmx GSH Darly 2 Darly 2 Darly 2 Darly 2 Darly 2 Darly 2 Darly 2 Darly 2 Darly 2 Darly 2 Darly 2 Darly 2 Darly 2 BQE BQE BQE BQE |
BenQ Japan Co., Ltd. BenQ Singapore Pte Ltd. BenQ Australia Pte Ltd. BenQ Service & Marketing (M) Sdn Bhd BenQ (Thailand) Co., Ltd. BenQ Korea Co., Ltd. PT BenQ Teknologi Indonesia BenQ Canada Corp. BenQ Mexico S. de R.L. de C.V. Joytech LLC Vividtech LLC Maxgen Comércio Industrial imp E Exp Ltda. Maxgen Comércio Industrial imp E Exp Ltda. BenQ Service de Mexico S. de R.L. de C.V. GST Darly C BBHC BenQ Guru Holding Ltd. (GSH) BMTC BES PTT INF DFI Alpha K2 DIC Topview Simula BenQ UK Limited BenQ Deutschland GmbH BenQ Benelux B.V. BenQ Austria GmbH |
Japan Singapore Australia Malaysia Thailand Korea Indonesia Canada Mexico USA USA Brazil Brazil Mexico Taiwan Taiwan Cayman Hong Kong Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan UK Germany The Netherlands Australia |
Sales of brand-name electronic products Sales of brand-name electronic products Sales of brand-name electronic products Sales of brand-name electronic products Sales of brand-name electronic products Providing administration and management service to ffili t Sales of brand-name electronic products Sales of brand-name electronic products Sales of brand-name electronic products Investment and holding activity Investment and holding activity Sales of brand-name electronic products Sales of brand-name electronic products Providing administration and management services to affiliates R&D and sales of computer information system Investment management consulting Investment and holding activity Investment and holding activity Manufacture and sales of medical consumables and i t Energy service Manufacture, sales, and import and export of POS terminals and peripherals Assembly and sales of gaming electronic products Manufacture and sales of industrial motherboards and components R & D, manufacture and sale of LAN/MAN, wireless, mobile & broadband, and digital multimedia products Sale of medical consumable and equipment Manufacture and sales of marine display modules Manufacture and sales of video surveillance cameras Manufacture and sales of electronic material Sales of brand-name electronic products Sales of brand-name electronic products Sales of brand-name electronic products Sales of brand-name electronic products |
4,518 1,837 132,590 119,488 120,116 1,713 6,901 26 77,591 4,671 4,671 4,671 4,671 87 64,898 89,179 2,122,721 121,860 27,337 22,250 49,426 - 596,382 79,990 44,997 48,093 123,252 205,920 14,800 25,587 567 1,091 |
4,518 1,837 132,590 119,488 120,116 1,713 6,901 26 77,591 4,671 4,671 4,671 4,671 87 64,898 89,179 2,122,721 121,860 27,337 22,250 49,426 10 596,382 15,885 44,997 48,000 123,120 - 14,800 25,587 567 1,091 |
- 500 2,191 100 12,000 10 6 1 3 1 1 - - 3 5,756 14,614 65,024 31,200 1,590 1,800 1,648 - 9,175 4,185 1,003 3,005 2,615 5,500 - - - - |
100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 99.69% 100.00% 100.00% 100.00% 100.00% 50.00% 50.00% 100.00% 99.94% 54.89% 26.55% 50.00% 3.57% 18.00% 2.19% - 8.01% 0.77% 5.01% 4.33% 9.10% 6.88% 100.00% 100.00% 100.00% 100.00% |
84,865 (16,281) 69,810 7,861 (52,735) 6,757 9,257 234 1,374 (139,992) (139,992) (139,992) (139,992) 2,383 71,555 259,398 1,027,618 88,084 37,843 3,422 41,933 - 591,235 111,982 49,499 57,312 126,252 211,650 55,793 197,327 (34,991) 58,272 |
- 500 2,191 100 12,000 10 6 1 3 1 1 - - 3 5,756 14,614 65,024 31,200 1,590 1,800 1,648 1 9,175 4,185 1,003 3,005 2,615 5,500 - - - - |
100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 99.69% 100.00% 100.00% 100.00% 100.00% 50.00% 50.00% 100.00% 99.94% 54.89% 26.55% 50.00% 3.57% 18.00% 2.19% 0.02% 8.01% 0.77% 5.01% 4.33% 9.10% 6.88% 100.00% 100.00% 100.00% 100.00% |
167 4,261 9,115 1,084 (4,314) (1,543) 11,310 8,038 (4,081) (58,320) (58,320) (116,991) (116,991) (48) 12,004 116,871 100,322 2,152 62,051 (2,098) 5,141 4,092 405,046 556,997 44,252 179,070 64,242 79,735 12,534 (4,301) 5,180 2,048 |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates |
� 142 �
| Investor | Investee | Location | Main Businesses and Products | Original investment Amount | Original investment Amount | Balances as of December 31, 2020 | Balances as of December 31, 2020 | Balances as of December 31, 2020 | Maximum percentage of ownership during 2020 |
Maximum percentage of ownership during 2020 |
Net Income (Loss) of the Investee |
Investment Income (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 |
December 31, 2019 |
Shares | Percentage of Ownership |
Carrying Value |
Shares | Percentage of Ownership |
|||||||
| BQE BQE BQE BQE BQE BMTC BMTC BMTC BMTC BMTC BMTC BHS PTT PTT PTT PTT PTT PTT PTT PTT PTT PTT PTE PTE PTE PTME WEBEST WEBEST WEBEST WEBEST P&J P&J P&S DFI DFI DFI DFI |
BenQ Iberica S.L. Unipersonal BenQ Italy S.R.L BenQ France SAS BenQ Nordic A.B. BenQ LLC. Asiaconnect Highview LILY BABD BHS EASTECH NBHIT WEBEST P&J Investment Holding Co., Ltd. (B.V.I.) Partner Tech UK Corp., Ltd. Corex (Pty) Ltd. Partner-Tech Europe GmbH Partner Tech Middle East FZCO Epoint Systems Pte. Ltd. PTTN Partner Tech North Africa PTMG Partner Tech UK Corp., Ltd. Sloga team D.o.o. Retail Solution & System S.L. E-POS International LLC Youpos PTTN Partner Tech North Africa Partner Tech Middle East FZCO P&S Investment Holding Co., Ltd. (B.V.I.) Corex (Pty) Ltd. Partner Tech USA Inc. DFI AMERICA, LLC. Yan Tong Technology Ltd. DFI Co., Ltd. Diamond Flower Information (NL) B.V. |
Spain Italy France Sweden Russia Taiwan Samoa Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan British Virgin Islands UK South Africa Germany United Arab Emirates Singapore Taiwan Morocco Taiwan UK Slovenia Spain United Arab Emirates Taiwan Taiwan Morocco United Arab Emirates British Virgin Islands South Africa USA USA Mauritius Japan The Netherlands |
Sales of brand-name electronic products Sales of brand-name electronic products Sales of brand-name electronic products Sales of brand-name electronic products Providing administration and management services to affiliates Sales of medical consumables and equipment Investment and holding activity Manufacture and sales of medical consumables and i t Manufacture and sales of medical consumables and i t Manufacture and sales of medical consumables and i t Manufacture and sales of medical consumables and i t Manufacture and sales of medical consumables and i t Sales, import and export of electronic products Investment and holding activity Sales, import and export of electronic products Sales, import and export of electronic products Sales, import and export of electronic products Sales, import and export of electronic products R&D and sales of software R&D and sales of software Sales, import and export of electronic products Software development and sales of product Sales, import and export of electronic products Sales, import and export of electronic products Sales, import and export of electronic products Sales, import and export of electronic products R&D and sales of software R&D and sales of software Sales, import and export of electronic products Sales, import and export of electronic products Investment and holding activity Sales, import and export of electronic products Sales, import and export of electronic products Sales of industrial motherboards Investment and holding activity Sales of industrial motherboards Sales of industrial motherboards |
4,677 92,654 2,045 445 52 21,984 36,211 185,000 88,000 100,000 20,300 59,280 21,843 230,307 43,834 109,828 51,451 137,387 27,449 20,500 4,075 11,000 5,640 980 - 2,485 - 10 1 1,560 134,973 12,157 31,593 254,683 187,260 104,489 35,219 |
4,677 92,654 2,045 445 52 21,984 36,211 185,000 88,000 100,000 - 59,280 21,843 230,307 43,834 109,828 51,451 137,387 27,449 20,500 4,075 - 5,640 980 - 2,485 6,500 10 1 1,560 134,973 12,157 31,593 254,683 187,260 104,489 35,219 |
- 50 - - - 1,995 1,062 10,000 8,800 10,000 700 1,092 2,500 5,551 866 0.329 (��) 0.099 100 2,050 13 1,100 114 (��) (��) 0.3 - 1 0.001 0.001 4,560 0.096 1,091 1,209 6,000 6 12 |
100.00% 100.00% 100.00% 100.00% 100.00% 99.75% 100.00% 100.00% 88.00% 100.00% 70.00% 52.00% 100.00% 100.00% 88.60% 77.00% 50.02% 99.00% 50.10% 50.62% 58.18% 52.38% 11.40% 90.00% 68.00% 100.00% - 0.02% 0.005% 1.00% 100.00% 23.00% 100.00% 100.00% 100.00% 100.00% 100.00% |
90,082 33,138 (125,457) 82,007 13,248 25,052 9,333 235,870 55,587 132,212 23,493 80,995 20,071 154,255 34,120 148,323 117,438 15,394 26,924 27,016 (138) 12,699 4,372 18,093 4,482 (53,744) - 11 - 123 136,106 7,388 57,327 345,279 169,626 318,411 59,420 |
- 50 - - - 1,995 1,062 10,000 8,800 10,000 700 1,092 2,500 5,551 866 0.329 (��) 0.099 100 2,050 13 1,100 114 (��) (��) 0.3 500 1 0.001 0.001 4,560 0.096 1,091 1,209 6,000 6 12 |
100.00% 100.00% 100.00% 100.00% 100.00% 99.75% 100.00% 100.00% 88.00% 100.00% 70.00% 52.00% 100.00% 100.00% 88.60% 77.00% 50.02% 99.00% 50.10% 50.62% 58.18% 52.38% 11.40% 90.00% 68.00% 100.00% 27.03% 0.02% 0.005% 1.00% 100.00% 23.00% 100.00% 100.00% 100.00% 100.00% 100.00% |
35,394 4,270 6,857 6,725 1,901 100 1,610 11,274 (4,523) 28,433 4,303 47,223 4,678 (14,529) (303) (204) 59,030 (13,485) 2,625 2,038 (846) 3,243 (303) (2,086) 5,100 (979) 2,116 2,038 (846) (13,485) (14,577) (204) (10,944) 2,885 3,687 22,946 8,045 |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Associate Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates |
� 143 �
| Investor | Investee | Location | Main Businesses and Products | Original investment Amount | Original investment Amount | Balances as of December 31, 2020 | Balances as of December 31, 2020 | Balances as of December 31, 2020 | Maximum percentage of ownership during 2020 |
Maximum percentage of ownership during 2020 |
Net Income (Loss) of the Investee |
Investment Income (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 |
December 31, 2019 |
Shares | Percentage of Ownership |
Carrying Value |
Shares | Percentage of Ownership |
|||||||
| DFI DFI AEWIN AEWIN Wise Way ACE ACE Cyber South Cyber South K2 K2 DIC DIC EASC Sysage Sysage Sysage Sysage Sysage Sysage Sysage Ginnet NEO TREND NEO TREND Topview Messoa Simula Simula Simula Simula Aspire Asia Inc. |
AEWIN ACE Wise Way Aewin Tech Inc. Bright Profit Cyber South Hong Kong Ace Pillar Enterprise Company Limited Proton Inc. Ace Tek (HK) Holding Co., Ltd. K2 Medical (Thailand) Co., LTD PT Frismed Hoslab Indonesia Data Image (Mauritius) Corporation DMC Components International, LLC Expert Alliance Smart Technology Co., Ltd. Global Intelligence Network Co., Ltd. Unisage Digital Co., Ltd. Dawning Technology Inc. Epic Cloud Information Integration Corporation NEO TREND Grandsys Inc. AdvancedTek International Corp Dawning Technology Inc. Ginnet Epic Cloud Information Integration Corporation Messoa Messoa Technologies Inc. (USA) Simula Technology Corp. Simula Company Limited Aspire Asia Inc. Mcurich Inc. Aspire Electronics Corp. |
Taiwan Taiwan Anguilla USA Hong Kong Samoa Hong Kong Samoa Hong Kong Thailand Indonesia Mauritius Orlando, USA Macao Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan USA USA Hong Kong British Virgin Islands Taiwan Samoa |
Manufacture and sale of industrial motherboards and component Sales of automation mechanical transmission system and component Investment and holding activity Wholesale of computer peripheral products and software Investment and holding activity Investment and holding activity Sales of automation mechanical transmission system and component Investment and holding activity Investment and holding activity Sales of medical consumables Sales of medical consumables Investment and holding activity Agency sales Sales of brand-name electronic products and smart services Sales of network and information and communication hardware and software Manufacture of medical equipment Sales of network and information hardware and software Software and data processing services Telecommunicotions engineering Data software processing service Applications implement services Sales of network and information hardware and software Sales of network and information and communication hardware and software. Software and data processing services Sales, and import and export of video surveillance cameras Sales, and import and export of video surveillance cameras and maintenance services Sales in North America Investment and holding activity Investment and holding activity Sales of electronic products Investment and holding activity |
556,464 793,722 46,129 77,791 46,129 107,041 5,120 527,665 4,938 9,828 257,728 518,381 24,304 381 119,142 1,687 106,018 9,400 50,000 94,547 30,091 44,344 172 100 23,879 32,859 15,699 187,625 286,764 15,029 95,099 |
555,000 630,623 46,129 54,990 46,129 107,041 5,120 442,955 4,938 2,884 - 518,381 24,304 381 80,080 1,687 106,018 7,000 - - - 44,344 - - 23,879 32,859 - - - - - |
30,061 37,676 1,500 2,560 1,500 4,669 1,200 17,744 150 - 12 20,215 300 - 10,475 225 7,280 940 5,000 5,643 1,153 3,384 10 10 1,945 - 500 50,500 9,403 645 2,188 |
50.84% 33.56% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 49.00% 67.00% 100.00% 30.00% 100.00% 79.36% 38.01% 30.33% 94.00% 100.00% 23.58% 34.09% 14.10% 0.08% 1.00% 40.78% 100.00% 100.00% 52.31% 100.00% 30.00% 95.10% |
590,370 713,878 78,941 1,721 113,920 569,330 41,199 455,706 (4,252) 19,044 285,711 275,444 10,397 2,267 183,471 728 123,922 6,153 35,963 99,417 32,120 57,641 172 100 1,832 18,219 23,878 157,656 158,024 1,887 17,017 |
30,061 37,676 1,500 2,560 1,500 4,669 1,200 17,744 150 - 12 20,215 300 - 10,475 225 7,280 940 5,000 5,643 1,153 3,384 10 10 1,945 - 500 50,500 9,403 645 2,188 |
50.84% 33.56% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 49.00% 67.00% 100.00% 30.00% 100.00% 79.36% 38.01% 30.33% 94.00% 100.00% 23.58% 34.09% 14.10% 0.08% 1.00% 40.78% 100.00% 100.00% 52.31% 100.00% 30.00% 95.10% |
53,148 87,180 92,389 (14,532) 92,389 41,284 1,599 28,449 (1,810) 1,361 34,264 48,638 (3,786) (53) 26,822 (4,452) 30,829 (2,437) (14,037) 28,717 12,679 30,829 26,822 (2,437) (940) - 5,621 13,347 6,393 (9,722) (3,782) |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Associate Affiliates Affiliates Associate Affiliates Affiliates Affiliates Associate Associate Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Associate Affiliates |
� 144 �
| Investor | Investee | Location | Main Businesses and Products | Original investment Amount | Original investment Amount | Balances as of December 31, 2020 | Balances as of December 31, 2020 | Balances as of December 31, 2020 | Maximum percentage of ownership during 2020 |
Maximum percentage of ownership during 2020 |
Net Income (Loss) of the Investee |
Investment Income (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 |
December 31, 2019 |
Shares | Percentage of Ownership |
Carrying Value |
Shares | Percentage of Ownership |
|||||||
| Aspire Asia Inc. GSC GSC Alpha Alpha Alpha Alpha Alpha Alpha Alpha Alpha Enrich Investment Enrich Investment Hitron Technologies Hitron Technologies Hitron Technologies Hitron Technologies Hitron Technologies Hitron Technologies |
Simula Company Limited Bigmin Bio-Tech Company Ltd. E-Strong Medical Technology Co., Ltd. Alpha Holdings Alpha Solutions Alpha USA Alpha HK ATS Enrich Investment Hitron Technologies D-Link Asia Interactive Digital Transnet Corporation Hitron Samoa Interactive Digital Hitron Europe Hitron Americas Innoauto Technologies Hitron Vietnam |
Hong Kong Taiwan Taiwan Cayman Japan USA Hong Kong USA Taiwan Taiwan Singapore Taiwan Taiwan Samoa Taiwan The Netherlands USA Taiwan Vietnam |
Investment and holding activity Sale of alcohol and medical disinfectant Manufacture of alcohol and dialysate Investment and holding activity Sale of network equipment, components and technical services Sale, marketing and procurement service in USA Investment and holding activity Post-sale service Investment and holding activity Marketing on system integration and production and sales of telecommunication products Investment in manufacturing business Telecommunication and broadband network system services Operating in network communication products, provide system support services, integrated supply and import and export of network equipment International trade Telecommunication and broadband network system services International trade International trade Investment Production and sale of broadband telecommunications products |
181,726 20,450 281,872 203,372 5,543 51,092 3,143,628 260,497 240,000 4,811,000 1,692,805 189,523 50,000 669,031 167,026 59,604 90,082 50,000 550,355 |
- - - - - - - - - - - - - - - - - - |
46,033 1,500 22,200 6,464 1 1,500 780,911 8,100 24,000 200,000 86,946 2,575 5,000 22,300 16,703 - 300 50,000 - |
47.69% 100.00% 66.57% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 62.24% 100.00% 6.83% 100.00% 100.00% 44.28% 100.00% 100.00% 100.00% 100.00% |
143,711 27,066 195,470 (23,791) 21,907 137,919 2,176,698 169,827 150,863 4,102,254 1,754,563 114,887 35,522 752,845 510,567 (8,686) 123,859 (7,917) 434,914 |
46,033 1,500 22,200 6,464 1 1,500 780,911 8,100 24,000 200,000 86,946 2,575 5,000 22,300 16,703 - 300 50,000 - |
47.69% 100.00% 66.57% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 62.24% 100.00% 6.83% 100.00% 100.00% 45.21% 100.00% 100.00% 100.00% 100.00% |
13,347 8,564 2,104 (12,344) 1,491 8,539 (44,310) 1,954 (3,808) 280,010 51,171 234,242 (10,617) (36,491) 234,242 70,410 62,380 (32,139) (17,147) |
- - - - - - - - - - - - - - - - - - - |
Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates |
(Note 1) There was no shares as the company is a limited liability company.
(Note 2) The above intercompany transactions have been eliminated when preparing the consolidated financial statements.
� 145 �
QISDA CORPORATION AND SUBSIDIARIES Information on investments in Mainland China For the year ended December 31, 2020
(Amounts in thousands of New Taiwan dollars and other currencies, unless specified otherwise)
Table 11
A. Qisda Corporation
- Information on investments in Mainland China:
| Investee Company Name |
Main Businesses and Products |
Total Amount of Paid-in Capital |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2020 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2020 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Maximum percentage of ownership during 2020 |
Maximum percentage of ownership during 2020 |
Investment Income (Loss) |
Carrying Value as of December 31, 2020 |
Accumulated Inward Remittance of Earnings as of December 31, 2020 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | Shares | Percentage of Ownership |
|||||||||||
| Qisda (Suzhou) Co., Ltd. (“QCSZ”) Qisda Electronics (Suzhou) Co., Ltd. (“QCES”) BenQ Medical (Shanghai) Co., Ltd. (“BMSH”) Qisda Optronics (Suzhou) Co., Ltd. (“QCOS”) Qisda Precision Industry (Suzhou) Co., Ltd. (“QCPS”) Qisda (Shanghai) Co., Ltd. (“QCSH”) BenQ Co., Ltd. (“BQC”) BenQ Intelligent Technology (Shanghai) Co., Ltd. (“BQC_RO”) ShengCheng Trading(Shanghai) Co., Ltd. (“BQsha_EC2”) BenQ Technology (Shanghai) Co., Ltd. (“BQls”) Nanjing BenQ Hospital Co., Ltd. (“NMH”) Suzhou BenQ Hospital Co., Ltd. (“SMH”) Suzhou BenQ Investment Co., Ltd. (“BIC”) BenQ Hospital Management Consulting (Nanjing) Co., Ltd. (“NMHC”) |
Manufacture of monitors and Manufacture of monitors Sale of medical consumable and equipment Manufacture of projectors Manufacture of plastic parts Manufacture of monitors Lease of real estate Sales and maintenance of electronic products in China market Sales of brand-name electronic products Sales of brand-name electronic products Hospital Hospital Investment and holding activity Medical management consulting |
2,097,900 (USD 74,000) 38,556 (USD 1,360) 334,530 (USD 11,800) 353,241 (USD 12,460) 1,885,275 (USD 66,500) 141,750 (USD 5,000) 2,268,000 (USD 80,000) 85,050 (USD 3,000) 28,350 (USD 1,000) 2,835 (USD 100) 4,593,125 (USD 162,015) 2,601,495 (CNY 601,975) 28,350 (USD 1,000) 850,500 (USD 30,000) |
(Note 1) (Note 1) (Note 10) (Note 1) (Note 1) (Note 1) (Note 1) (Note 1) (Note 11) (Note 1) (Note 1) (Note 1) (Note 9) (Note 1) |
2,012,850 (USD 71,000) - - 334,530 (USD 11,800) 353,241 (USD 12,460) 1,360,800 (USD 48,000) 134,663 (USD 4,750) 2,268,000 (USD 80,000) 85,050 (USD 3,000) 5,670 (USD 200) - - 4,462,177 (USD 157,396) 2,523,037 (USD 88,996) 28,350 (USD 1,000) - |
- - - - - - - - - - - - - - - - - - - - 283,500 (USD 10,000) - - - - - |
- - - - - - - - - - - - - - - - - - - - - - - - - - - |
2,012,850 (USD 71,000) - - 334,530 (USD 11,800) 353,241 (USD 12,460) 1,360,800 (USD 48,000) (Note 8) 134,663 (USD 4,750) 2,268,000 (USD 80,000) 85,050 (USD 3,000) 5,670 (USD 200) (Note 7) - - 4,745,677 (USD 167,396) 2,523,037 (USD 88,996) 28,350 (USD 1,000) - |
1,031,051 144,986 (1,104) 398,569 36,210 (12,391) 215,792 333,951 23,330 16,778 (40,815) 246,217 153 (426) |
100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 70.05% 70.05% 70.05% 70.05% |
- - - - - - - - - - - - - - |
100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 70.05% 70.05% 70.05% 70.05% |
1,031,051 (Note 3) (1,104) (Note 4) 144,986 (Note 5) 398,569 (Note 5) (12,391) (Note 4) 36,210 (Note 4) 215,792 (Note 3) 333,951 (Note 3) 16,778 (Note 4) 23,330 (Note 4) 172,475 (Note 3) (28,591) (Note 3) (298) (Note 4) 107 (Note 4) |
9,660,191 1,408,414 36,149 3,749,631 391,648 (1,371,988) 2,838,891 722,439 18,990 41,564 1,740,404 601,072 16,808 584,821 |
433,125 (USD 14,603) - - - - - - - - - - - - - |
� 146 �
| Investee Company Name |
Main Businesses and Products |
Total Amount of Paid-in Capital |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2020 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2020 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Maximum percentage of ownership during 2020 |
Maximum percentage of ownership during 2020 |
Investment Income (Loss) |
Carrying Value as of December 31, 2020 |
Accumulated Inward Remittance of Earnings as of December 31, 2020 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | Shares | Percentage of Ownership |
|||||||||||
| Guru Systems (Suzhou) Co., Ltd. (“GSS”) Nanjing Silvertown Health & Development Co., Ltd. (“NSHD”) Guangxi Youshan Medical Technology Co., Ltd(“Youshan”) BenQ Biotech (Shanghai) Co., Ltd. (“BBC”) Guigang Donghui Medical Investment Co., Ltd. Wangcheng Medical Technology �Chengdu�Co., Ltd (“Wangcheng”) |
R&D and sales of computer information systems Medical services Medical services Manufacture and sales of medical consumables and equipment Medical services Medical services |
432,160 (CNY 100,000) 374,220 (USD 13,200) 864,320 (CNY 200,000) 25,930 (CNY 6,000) 8,643 (CNY 2,000) 1,825,997 (CNY 422,528) |
(Note 1) (Note 12) (Note 14) (Note 2) (Note 13) (Note 14) |
- 274,995 (USD 9,700) 734,672 (CNY 170,000) - - - |
- - - - - - - |
- - - - - - - |
(Note 12) 274,995 (USD 9,700) (Note 6) 734,672 (CNY 170,000) (Note 14) (Note 14) (Note 13) |
(9,818) 40,300 (67,668) 806 (19,704) 40 |
100.00% 21.02% 38.50% 70.00% 12.85% 49.00% |
- - - - - - |
21.02% 100.00% 38.50% 70.00% 12.85% 49.00% |
(8,471) (Note 4) (9,818) (Note 4) (46,107) (Note 4) 310 (Note 4) 20 (Note 4) (2,532) (Note 4) |
269,592 (Note 15) 300,973 (Note 15) 78,919 10,286 682,207 4,235 |
- - - - - - |
-
(Note 1) Indirect investment in Mainland China is through a holding company established in a third country.
-
(Note 2) Direct investment in Mainland China.
-
(Note 3) Investment income or loss was recognized based on the audited financial statements issued by International CPA firm that has a cooperative relationship with ROC CPA firm. (Note 4) Investment income or loss was recognized based on the unaudited financial statements of the company.
-
(Note 5) Investment income or loss was recognized based on the audited financial statements issued by the auditors of the company.
-
(Note 6) The amount of GRHK reinvestments US$3,500 thousand were excluded.
-
(Note 7) The amount of QCES reinvestments US$800 thousand were excluded.
-
(Note 8) The amount of QCES reinvestments US$18,500 thousand were excluded.
-
(Note 9) The investment was from the operating capital of BBM.
-
(Note 10) The reinvestments were from the distribution of dividends of QLLB.
-
(Note 11) The reinvestments were from the distribution of dividends of BQHK.
-
(Note 12) NSHD is established by NMH's asset division.
-
(Note 13) The investment was from the operating capital of NMH.
-
(Note 14) The investment was from the operating capital of BBC.
-
(Note 15) Accounting for investments using equity method.
-
(Note 16) The above amounts were translated into New Taiwan dollars at the exchange rate of US$1�NT$28.35 and CNY$1=NT$4.3216.
-
(Note 17) The above amounts have been eliminated when preparing the consolidated financial statement, except for NSHD and Guigang Donghui Medical Investment Co., Ltd. , which was classified as investments accounted for using equity method.
2. Limits on investments in Mainland China:
| Accumulated Investment in Mainland China as of December 31, 2020 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
|---|---|---|
| 14,861,535 (USD 498,302 and CNY 170,000) |
16,236,243 (USD 572,707) |
(Note 18) |
(Note 18) Since the Company has obtained the Certificate of Headquarter Operation, there is no upper limit on investment in Mainland China.
3. Significant transactions with investee companies in Mainland China:
The transactions between parent and investee companies in Mainland China have been eliminated when preparing the consolidated financial statements. Please refer to section “Information on Significant Transactions” and “Business relationships and significant intercompany transactions” for detail description.
� 147 �
B. BenQ Material Corporation
- Information on investments in Mainland China:
| Investee Company Name |
Main Businesses and Products |
Total Amount of Paid-in Capital |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2020 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2020 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Maximum percentage of ownership during 2020 |
Maximum percentage of ownership during 2020 |
Investment Income (Loss) |
Carrying Value as of December 31, 2020 |
Accumulated Inward Remittance of Earnings as of December 31, 2020 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | Shares | ~~Percentage~~ of Ownership |
|||||||||||
| Daxon Biomedical (Suzhou) Co., Ltd. (“DTB”) BenQ Material (Suzhou) Co., Ltd. (“BMS”) BenQ Materials Medical Supplies (Suzhou) Co., Ltd. (“BMM”) Suzhou Sigma Medical Supplies Co., Ltd. (“SMSZ”) BenQ Materials (Wuhu) Co., Ltd. |
Sales of optoelectronics and medical consumables Manufacture of optoelectronics Manufacture and sales of medical consumables and equipment Manufacture and sales of medical consumables and equipment Manufacture and sales of optoelectronics and cosmetics |
822,150 (USD29,000) 47,538 (CNY11,000) 345,728 (CNY80,000) 64,824 (CNY15,000) 45,133 (USD1,592) |
(Note 4) (Note 3) (Note 1) (Note 1) (Note 3) |
822,150 (USD29,000) - 172,864 (CNY 40,000) - 45,133 (USD1,592) |
- - - - - |
- - - - - |
822,150 (USD 29,000) - 172,864 (CNY 40,000) (Note 5) 45,133 (USD1,592) - |
19,843 (7,726) 16,536 (6,830) (11,844) |
100.00% 100.00% 100.00% 100.00% 100.00% |
- - - - - |
100.00% 100.00% 100.00% 100.00% 100.00% |
19,843 (Note 2) (7,726) (Note 2) 10,226 (Note 2) (6,830) (Note 2) (11,844) (Note 2) |
1,889,124 (Note 6) (8,256) (Note 6) (408,622) (Note 6) 56,645 (Note 6) 30,147 (Note 6) |
- - - - - |
- Limits on investments in Mainland China:
| Investee Company Name | Accumulated Investment in Mainland China as of December 31, 2020 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
|---|---|---|---|
| BMC | 995,014 (USD29,000 and CNY40,000) |
1,107,160 (USD29,000 and CNY65,950) |
(Note 8) |
| SMS | 45,133 (USD1,592) |
45,133 (USD1,592) |
206,293 |
-
(Note 1) Indirect investment in Mainland China is through a holding company established in a third country.
-
(Note 2) Investment income or loss was recognized based on the audited financial statements issued by the auditors of BMC.
-
(Note 3) The reinvestments were from the distribution of dividends of BMLB.
-
(Note 4) Direct investment in Mainland China.
-
(Note 5) The amount of BMLB reinvestments CNY$10,950 thousand were excluded.
-
(Note 6) The above amounts have been eliminated when preparing the consolidated financial statements.
-
(Note 7) The above amounts were translated into New Taiwan dollars at the exchange rate of US$1�NT$28.35 and CNY$1=NT$4.3216. (Note 8) Since BenQ Material Corporation has obtained the Certificate of Headquarter Operation, there is no upper limit on investment in Mainland China.
3. Significant transactions with investee companies in Mainland China:
The transactions between BMC and its investee companies in Mainland China have been eliminated when preparing the consolidated financial statements. Please refer to section “Information on Significant Transactions” and “Business relationships and significant intercompany transactions” for detail description.
� 148 �
C. BenQ Medical Technology Corp.
- Information on investments in Mainland China
| Investee Company Name |
Main Businesses and Products |
Total Amount of Paid-in Capital |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2020 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, ~~2020~~ |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Maximum percentage of ownership during 2020 |
Maximum percentage of ownership during 2020 |
Investment Income (Loss) |
Carrying Value as of December 31, 2020 |
Accumulated Inward Remittance of Earnings as of December 31, 2020 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | Shares | Percentage of Ownership |
|||||||||||
| LILY Medical (Suzhou) Co., Ltd. (ALS) BenQ Medical Technology (Shanghai) Ltd. (“BMTS”) TDX Medical Technology (Jiangsu) Co., Ltd. |
Sales of medical consumables and equipment Agency of international and entrepot trade business Sales of medical consumables and equipment |
28,350 ( USD 1,000) 5,954 ( USD 210) 86,432 (CNY 20,000) |
(Note 2) (Note 1) (Note 2) |
28,350 ( USD 1,000) 5,954 ( USD 210) 34,573 (CNY 8,000) |
- - - |
- - - |
28,350 ( USD 1,000) 5,954 ( USD 210) 34,573 (CNY 8,000) |
1,637 (438) 10,378 |
100.00% 100.00% 40.00% |
(Note 4) (Note 4) (Note 4) |
100.00% 40.00% 100.00% |
1,637 (438) 4,151 |
10,828 (Note 3) 2,784 (Note 3) 29,955 |
- - - |
-
(Note 1) Indirect investment in Mainland China is through a holding company established in a third country.
-
(Note 2) Direct investment in Mainland China.
-
(Note 3) The above amounts have been eliminated when preparing the consolidated financial statements.
-
(Note 4) There was no shares as the investee company is a limited liability company.
-
(Note 5) The above amounts were translated into New Taiwan dollars at the exchange rate of US$1�NT$28.35 and CNY$1=NT$4.3216.
2. Limits on investments in Mainland China:
| Investee Company Name | Accumulated Investment in Mainland China as of December 31, 2020 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
|---|---|---|---|
| BMTC | 62,923 (USD 1,000 and CNY 8,000) |
80,145 (USD 2,827) |
632,405 |
| LILY | 5,954 (USD 210) |
5,954 (USD 210) |
106,277 |
3. Significant transactions with investee companies in Mainland China:
The transactions between BMTC and its investee companies in Mainland China have been eliminated when preparing the consolidated financial statements. Please refer to section “Information on Significant Transactions” and “Business relationships and significant intercompany transactions” for detail description.
� 149 �
D. Partner Tech Corp.
1. Information on investments in Mainland China
| Investee Company Name |
Main Businesses and Products |
Total Amount of Paid-in Capital |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2020 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2020 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Maximum percentage of ownership during 2020 |
Maximum percentage of ownership during 2020 |
Investment Income (Loss) |
Carrying Value as of December 31, 2020 |
Accumulated Inward Remittance of Earnings as of December 31, 2020 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | Shares | Percentage of Ownership |
|||||||||||
| Partner Tech (Shanghai) Co., Ltd. (“PTCM”) |
Sales, import and export of electronic products |
99,225 ( USD 3,500) |
(Note 1) | 99,225 ( USD 3,500) |
- | - | 99,225 ( USD 3,500) |
(3,633) | 100.00% | - | 100.00% | (3,633) (Note 2) |
78,755 | - |
(Note 1) Indirect investment in Mainland China is through a holding company established in a third country. (Note 2) Investment income or loss was recognized based on the audited financial statements issued by International CPA firm that has a cooperative relationship with ROC CPA firm. (Note 3) The above amounts were translated into New Taiwan dollars at the exchange rate of US$1 � NT$28.35. (Note 4) The above amounts have been eliminated when preparing the consolidated financial statements.
2. Limits on investments in Mainland China:
| Investee Company Name | Accumulated Investment in Mainland China as of December 31, 2020 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
|---|---|---|---|
| PTT | 99,225 (USD 3,500) |
195,785 (USD 6,906) |
546,346 |
3. Significant transactions with investee companies in Mainland China:
The transactions between PTT and its investee companies in Mainland China have been eliminated when preparing the consolidated financial statements. Please refer to section “Information on Significant Transactions” and “Business relationships and significant intercompany transactions” for detail description.
� 150 �
E. DFI Inc.
- Information on investments in Mainland China
| Investee Company Name |
Main Businesses and Products |
Total Amount of Paid-in Capital |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2020 |
Investment Flows | ~~Accumulated~~ Outflow of Investment from Taiwan as of December 31, ~~2020~~ |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
~~Maximum~~ percentage of ownership during 2020 |
Investment Income (Loss) |
Carrying Value as of December 31, 2020 (Note 7) |
Accumulated Inward Remittance of Earnings as of December 31, 2020 |
||
| Outflow | Inflow | Shares | ~~Percentage~~ of Ownership |
|||||||||||
| Yan Tong Infotech (Dongguan) Co., Ltd. (“DYTI”) Yan Ying Hao Trading (ShenZhen) Co., Ltd. (“DYTH”) |
Manufacture and sales of industrial motherboards and component Wholesale, import and export of industrial motherboards and component |
70,875 (USD2,500) 14,175 (USD500) |
(Note 1) (Note 1) |
- - |
- - |
- - |
- - |
(3,431) 13,764 |
100.00% 100.00% |
- - |
100.00% 100.00% |
(3,431) (Note 2) 13,764 (Note 2) |
52,812 35,221 |
33,306 - |
2. Limits on investments in Mainland China:
| 2. Limits on investments in Mainland China: | |||
|---|---|---|---|
| Investee Company Name | Accumulated Investment in Mainland China as of December 31, 2020 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
| DFI | - (Note 3) |
59,110 (USD 2,085) (Note 5 and 6) |
3,020,183 (Note 4) |
-
(Note 1) Indirect investment in Mainland China is through a holding company established in a third country.
-
(Note 2) Investment income or loss was recognized based on the audited financial statements by the auditors of DFI. (Note 3) The reinvestments and authorized amount of DFI's subsidiaries is excluded from DFI's accumulated investment amounts and the investment amounts authorized by Investment Commission, MOEA.
-
(Note 4) Pursuant to “Principle of Investment or Technical Cooperation in Mainland China”, investment amounts in Mainland China shall not exceed the 60% net worth of the company. (Note 5) The investment amount of Dongguan Ri Tong Trading Co., Ltd. that has been liquidated was approved by Investment Commission, MOEA in August 2014 and had been deducted in the investment amount.
-
(Note 6) The earnings that has been remitted to DFI by DYTI was approved by the Investment Commission of the MOEA in February 2017 and had been deducted in the investment amount. (Note 7) The above amounts have been eliminated when preparing the consolidated financial statements. (Note 8) The above amounts were translated into New Taiwan dollars at the exchange rate of US$1�NT$28.35
3. Significant transactions with investee companies in Mainland China:
The transactions between DFI and its investee companies in Mainland China have been eliminated when preparing the consolidated financial statements. Please refer to section “Information on Significant Transactions” and “Business relationships and significant intercompany transactions” for detail description.
� 151 �
F. Data Image Corporation
1. Information on investments in Mainland China
| Investee Company Name |
Main Businesses and Products |
Total Amount of Paid-in Capital |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2020 |
Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2020 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
~~Maximum~~ percentage of ownership during |
Investment Income (Loss) (Note 3) |
Carrying Value as of December 31, 2020 (Note 2) |
Accumulated Inward Remittance of Earnings as of December 31, 2020 |
||
| Outflo w |
Inflow | Shares | Percentage of Ownership |
|||||||||||
| Data Image (Suzhou) Corporation |
Manufacture and sales of LCD |
462,105 (USD16,300) |
(Note 1) | 443,791 (USD15,654) |
- | - | 443,791 (USD15,654) |
48,849 | 100.00% | - | 100.00% | 48,849 | 273,512 | - |
2. Limits on investments in Mainland China:
| Accumulated Investment in Mainland China as of December 31, 2020 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
|---|---|---|
| USD 15,654 | USD 16,952 | 676,641 (Note 4) |
-
(Note 1) Indirect investment in Mainland China is through a holding company established in a third country.
-
(Note 2) The above amounts have been eliminated when preparing the consolidated financial statements.
-
(Note 3) Investment income or loss was recognized based on the audited financial statements issued by the auditors of DIC. (Note 4) Investment amounts in Mainland China shall not exceed the 60% net worth of DIC according to MOEA letter No. 09704604680. (Note 5) The above amounts were translated into New Taiwan dollars at the exchange rate of US$1�NT$28.35
3. Significant transactions with investee companies in Mainland China:
The transactions between DIC and its investee companies in Mainland China have been eliminated when preparing the consolidated financial statements. Please refer to section “Information on Significant Transactions” and “Business relationships and significant intercompany transactions” for detail description.
� 152 �
G. K2 International Medica Inc.
- Information on investments in Mainland China
| Investee Company Name |
Main Businesses and Products |
Total Amount of Paid-in Capital |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2020 |
Investment Flows | ~~Accumulated~~ Outflow of Investment from Taiwan as of December 31, |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
~~Maximum percentage~~ of ownership during 2020 |
Investment Income (Loss) (Note 3) |
Carrying Value as of December 31, 2020 (Note 2) |
~~Accumulated~~ Inward Remittance of Earnings as of December 31, 2020 |
||
| Outflow | Inflow | Shares | ~~Percentage~~ of Ownership |
|||||||||||
| K2 (Shanghai) International Medical Inc. |
Sales of medical consumables |
35,438 (USD 1,250) |
(Note 1) | 22,680 ( USD 800) |
- | - | 22,680 ( USD 800) |
15,268 | 60.10% | - | 60.10% | 9,176 | 36,546 | - |
2. Limits on investments in Mainland China:
| 2. Limits on investments in Mainland China: | ||
|---|---|---|
| ~~Accumulated Investment in Mainland China as~~ of December 31, 2020 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
22,680 (USD 800) |
22,680 (USD 800) |
343,911 (Note 4) |
-
(Note 1) Indirect investment in Mainland China is through a holding company established in a third country.
-
(Note 2) The above amounts have been eliminated when preparing the consolidated financial statements. (Note 3) Investment income or loss was recognized based on the unaudited financial statements of the company. (Note 4) Investment amounts in Mainland China shall not exceed the 60% net worth of DIC according to MOEA letter No. 09704604680. (Note 5) The above amounts were translated into New Taiwan dollars at the exchange rate of US$1�NT$28.35
3. Significant transactions with investee companies in Mainland China:
The transactions between K2 and its investee companies in Mainland China have been eliminated when preparing the consolidated financial statements. Please refer to section “Information on Significant Transactions” and “Business relationships and significant intercompany transactions” for detail description.
� 153 �
H. Aewin Technologies Co., Ltd.
- Information on investments in Mainland China
| Investee Company Name |
Main Businesses and Products |
Total Amount of Paid-in Capital |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2020 |
Investment Flows | Investment Flows | ~~Accumulated~~ Outflow of Investment from Taiwan as of December 31, 2020 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
~~Maximum~~ percentage of ownership during 2020 |
~~Maximum~~ percentage of ownership during 2020 |
Investment Income (Loss) |
Carrying Value as of December 31, 2020 (Note 5) |
Accumulated Inward Remittance of Earnings as of December 31, 2020 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | Shares | ~~Percentage~~ of Ownership |
|||||||||||
| Aewin Beijing Technologies Co., Ltd. Aewin (Shenzhen) Technologies Co., Ltd. |
Wholesale of computer peripheral products and software Wholesale of computer peripheral products and software |
42,525 (USD1,500) 10,804 (CNY2,500) |
(Note 1) (Note 2) |
46,129 - |
- - |
- - |
46,129 - |
(4,839) 92,389 |
100.00% 100.00% |
- - |
100.00% 100.00% |
92,389 (Note 3) (4,839) (Note 3) |
113,915 1,320 |
- - |
- Limits on investments in Mainland China:
| 2. Limits on investments in Mainland China: | |||
|---|---|---|---|
| Investee Company Name | Accumulated Investment in Mainland China as of December 31, 2020 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
| AEWIN | 46,129 | 56,700 (USD 2,000) |
688,887 (Note 4) |
-
(Note 1) Indirect investment in Mainland China is through a holding company established in a third country.
-
(Note 2) Invested in Mainland China through Aewin Beijing Technologies Co., Ltd..
-
(Note 3) Investment income or loss was recognized based on the audited financial statements by the auditors of AEWIN. (Note 4) Pursuant to “Principle of Investment or Technical Cooperation in Mainland China”, investment amounts in Mainland China shall not exceed the 60% net worth of the company. (Note 5) The above amounts have been eliminated when preparing the consolidated financial statements.
-
(Note 6) The above amounts were translated into New Taiwan dollars at the exchange rate of US$1�NT$28.35
3. Significant transactions with investee companies in Mainland China:
The transactions between AEWIN and its investee companies in Mainland China have been eliminated when preparing the consolidated financial statements. Please refer to section “Information on Significant Transactions” and “Business relationships and significant intercompany transactions” for detail description.
� 154 �
I. Ace Pillar Co., Ltd.
- Information on investments in Mainland China
| Investee Company Name |
Main Businesses and Products |
Total Amount of Paid-in Capital |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2020 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2020 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Maximum percentage of ownership during 2020 |
Maximum percentage of ownership during 2020 |
Investment Income (Loss) |
Carrying Value as of December 31, 2020 (Note 5) |
Accumulated Inward Remittance of Earnings as of December 31, 2020 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | Shares | Percentage of Ownership |
|||||||||||
| Grace Transmission (Tianjin) Co., Ltd. Tianjin Ace Pillar Co., Ltd. Suzhou Super Pillar Automation Equipment Co., Ltd. Advancedtek Ace (TJ) Inc. Xuchang Ace AI Equipment Co., Ltd. |
Manufacture of automation mechanical transmission system and component Sales of automation mechanical transmission system and component Manufacture of automation mechanical transmission system and component Electronic system integration Wholesale of industrial robot and component |
969,003 (USD 34,180) 7,217 (CNY 1,670) 8,505 (USD 300) 41,108 (USD 1,450) 8,505 (USD 300) |
(Note 1 and 2) (Note 1) (Note 1) (Note 1) (Note 1) |
55,283 4,536 4,253 - - |
- - - - - |
- - - - - |
55,283 4,536 4,253 - - |
910 (1,602) 10,915 (1,337) 30,193 |
100.00% 100.00% 100.00% 100.00% 100.00% |
- - - - - |
100.00% 100.00% 100.00% 100.00% 100.00% |
30,193 (Note 3) 910 (Note 3) (1,602) (Note 3) 10,915 (Note 3) (1,337) (Note 3) |
520,786 38,197 (4,227) 87,558 2,853 |
125,533 - - - - |
2. Limits on investments in Mainland China:
| 2. Limits on investments in Mainland China: | |||
|---|---|---|---|
| Investee Company Name | Accumulated Investment in Mainland China as of December 31, 2020 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
| ACE | 145,124 (USD 5,119) |
145,124 (USD 5,119) |
1,182,249 (Note 4) |
(Note 1) Indirect investment in Mainland China is through a holding company established in a third country.
(Note 2) 21.04% ownership of Tianjin Ace Pillar Co., Ltd. is directly invested by ACE, and 78.96% ownership of Tianjin Ace Pillar Co., Ltd. is indirectly invested by Proton Inc. established in a third country.
(Note 3) Investment income or loss was recognized based on the audited financial statements by the auditors of ACE.
(Note 4) Pursuant to “Principle of Investment or Technical Cooperation in Mainland China”, investment amounts in Mainland China shall not exceed the 60% net worth of the company.
(Note 5) The above amounts have been eliminated when preparing the consolidated financial statements. (Note 6) The above amounts were translated into New Taiwan dollars at the exchange rate of US$1�NT$28.35 and CNY$1=NT$4.3216.
3. Significant transactions with investee companies in Mainland China:
The transactions between ACE and its investee companies in Mainland China have been eliminated when preparing the consolidated financial statements. Please refer to section “Information on Significant Transactions” and “Business relationships and significant intercompany transactions” for detail description.
� 155 �
J. Simula Technology Inc.
- Information on investments in Mainland China
| Investee Company Name |
Main Businesses and Products |
Total Amount of Paid-in Capital |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2020 |
Investment Flows | Investment Flows | ~~Accumulated~~ Outflow of Investment from Taiwan as of December 31, 2020 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
~~Maximum~~ percentage of ownership during 2020 |
~~Maximum~~ percentage of ownership during 2020 |
Investment Income (Loss) |
Carrying Value as of December 31, 2020 (Note 3) |
Accumulated Inward Remittance of Earnings as of December 31, 2020 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | Shares | ~~Percentage~~ of Ownership |
|||||||||||
| Simula Technology (ShenZhen) Co., Ltd. Opti Cloud Technologies, Inc. |
Manufacture of electronic connector, socket and plastic hardware Development of High-speed optical transmission cable and module product technology |
191,437 137,336 |
(Note 1) (Note 1) |
141,375 95,099 |
- - |
- - |
141,375 95,099 |
(7,028) 37,691 |
100.00% 51.18% |
- - |
100.00% 51.18% |
37,691 (Note 2) (3,597) (Note 2) |
159,914 17,012 |
- - |
- Limits on investments in Mainland China:
| 2. Limits on investments in Mainland China: | |||
|---|---|---|---|
| Investee Company Name | Accumulated Investment in Mainland China as of December 31, 2020 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
| Simula | 309,668 | 309,668 | 911,799 |
(Note 1) Indirect investment in Mainland China is through a holding company established in a third country.
(Note 2) Investment income or loss was recognized based on the audited financial statements by the auditors of Simula. (Note 3) The above amounts have been eliminated when preparing the consolidated financial statements.
3. Significant transactions with investee companies in Mainland China:
The transactions between Simula and its investee companies in Mainland China have been eliminated when preparing the consolidated financial statements. Please refer to section “Information on Significant Transactions” and “Business relationships and significant intercompany transactions” for detail description.
� 156 �
K.Alpha Networks Inc.
- Information on investments in Mainland China
| Investee Company Name |
Main Businesses and Products |
Total Amount of Paid-in Capital |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2020 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2020 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Maximum percentage of ownership during 2020 |
Maximum percentage of ownership during 2020 |
Investment Income (Loss) (Note 2) |
Carrying Value as of December 31, 2020 (Note 8) |
Accumulated Inward Remittance of Earnings as of December 31, 2020 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | Shares | ~~Percentage~~ of Ownership |
|||||||||||
| Alpha Networks (Dongguan) Co., Ltd. Alpha Networks (Chengdu) Co.,Ltd. Alpha Networks (Changshu) Co., Ltd. Mirac Networks (Dongguan) Co.,Ltd. |
Production and sale of network products Research and development of network products Production and sale of networkproducts Production and sale of network products |
420,426 787,496 307,326 1,925,920 |
(Note 1) (Note 1) (Note 1) (Note 1) |
420,426 741,084 307,326 1,925,920 |
- - - - |
- - - - |
420,426 741,084 (Note 6) 307,326 1,925,920 |
41,052 22,333 42,575 11,086 |
100.00% 100.00% 100.00% 100.00% |
- - - - |
100.00% 100.00% 100.00% 100.00% |
22,333 41,052 11,086 42,575 |
558,979 1,043,807 296,451 1,229,439 |
- - - - |
2. Limits on investments in Mainland China:
| 2. Limits on investments in Mainland China: | |||
|---|---|---|---|
| Investee Company Name | Accumulated Investment in Mainland China as of December 31, 2020 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
| Alpha | 3,261,784 (Note 3�4 and 7) |
4,123,685 | (Note 5) |
(Note 1) Indirect investment in Mainland China is through a holding company established in a third country.
(Note 2) Investment income or loss was recognized based on the audited financial statements by the auditors of Alpha.
(Note 3) Accumulated investments in Alpha Dongguan did not include the previously invested by D-Link Corporation HKD63,387 thousand (equivalent to approximately $303,055 thousand).
(Note 4) Alpha indirectly investment the subsidiary Tongying Trading (Shenzhen) Co., Ltd., has liquidated all rights and obligations in March 2008 and cancelled the registration.Accumulated investments $9,828 thousand in Tongying Trading (Shenzhen) Co., Ltd., less the remittance amount of $4,367 thousand equals $5,461 thousand. It is still necessary to calculate the amount by the principle of Investment Commission, MOEA.
(Note 5) As the Company has obtained the certificate of being qualified for operating headquarters issued by Industrial Development Bureau, MOEA on March 2008, the upper limit on investment in mainland China pursuant to “Principle of investment or Technical Cooperation in Mainland China” is not applicable.
(Note 6) The investment of $46,412 thousand is from the operating capital of D-Link Asia, so the accumulated investment amount from Taiwan is excluded at the end of the period. (Note 7) The investment of $164,622 thousand is from the operating capital of Alpha HK, so the accumulated investment amount from Taiwan is excluded at the end of the period. The dissolution and liquidation is approved by Maintrend shareholders’ meeting on January 12, 2016. The dissolution and liquidation procedures were completed on July 23, 2018.
(Note 8) The above amounts have been eliminated when preparing the consolidated financial statements.
3. Significant transactions with investee companies in Mainland China:
The transactions between Alpha and its investee companies in Mainland China have been eliminated when preparing the consolidated financial statements. Please refer to section “Information on Significant Transactions” and “Business relationships and significant intercompany transactions” for detail description.
� 157 �
L.Hitron Technologies Inc.
- Information on investments in Mainland China
| Investee Company Name |
Main Businesses and Products |
Total Amount of Paid-in Capital |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2020 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2020 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Investment Income (Loss) (Note 2) |
Carrying Value as of December 31, 2020 (Note 5) |
Accumulated Inward Remittance of Earnings as of December 31, 2020 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | |||||||||||
| Jietech Suzhou Hitron Suzhou Hwa Chi Technologies |
Sale of broadband network products and related services Production and sale of broadband telecommunications products Technical consultation on electronic communication, technology research and development, maintenance and after-sale service |
641,763 57,473 5,814 (USD200) |
(Note 1) (Note 1) (Note 1) |
641,763 57,473 12,048 |
- - - |
- - - |
641,763 57,473 12,048 |
(945) (35,546) 2,255 |
100.00% 100.00% 44.28% (Note 3 and 4) |
(35,546) (945) 1,018 |
716,188 30,630 5,892 |
- - 21,314 |
2. Limits on investments in Mainland China:
| Investee Company Name | Accumulated Investment in Mainland China as of December 31, 2020 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
|---|---|---|---|
| Hitron Technologies | 711,284 | 711,284 | 2,967,089 |
- (Note 1) Indirect investment in Mainland China is through a holding company established in a third country.
(Note 2) Investment income or loss was recognized based on the audited financial statements by the auditors of Hitron Technologies.
(Note 3) Hwa Chi is a China based investment company which invested Hitron (Samoa) through Alpha, however, it has switched to invest through Interactive Digital due to the Group's restructuring decision resolved in year 2012.
(Note 4) This refers to the direct or indirect shares holding by Hitron technologies.
(Note 5) The above amounts have been eliminated when preparing the consolidated financial statements.
- Significant transactions with investee companies in Mainland China:
The transactions between Hitron Technologies and its investee companies in Mainland China have been eliminated when preparing the consolidated financial statements. Please refer to section “Information on Significant Transactions” and “Business relationships and significant intercompany transactions” for detail description.
� 158 �
M.Topview Optronics Corporation
- Information on investments in Mainland China
| Name Investee Company |
Main Businesses and Products |
Total Amount of Paid-in Capital |
Method of Investment |
Accumulated Outflow of Investment from Taiwan as of January 1, 2020 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2020 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Investment Income (Loss) |
Carrying Value as of December 31, 2020 |
Accumulated Inward Remittance of Earnings as of December 31, 2020 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | |||||||||||
| - | - | - | - | - | - | - | - | - | - | - | - | - |
- Limits on investments in Mainland China:
| 2. Limits on investments in Mainland China: | |||
|---|---|---|---|
| Investee Company Name | Accumulated Investment in Mainland China as of December 31, 2020 (Note 1) |
Investment Amounts Authorized by Investment Commission, MOEA (Note1) |
Upper Limit on Investment (Note 2) |
| Topview | 5,160 ( USD 182) |
5,160 ( USD 182) |
630,500 |
- (Note 1) The amount USD $182 thousands is the authorized amount for the liquidated investee in the previous year, which the cacellation has not been applied
(Note 2) Pursuant to “Principle of Investment or Technical Cooperation in Mainland China”, investment amounts in Mainland China shall not exceed the 60% net worth of the company. 3. Significant transactions with investee companies in Mainland China:
The transactions between Topview and its investee companies in Mainland China have been eliminated when preparing the consolidated financial statements. Please refer to section “Information on Significant Transactions” and “Business relationships and significant intercompany transactions” for detail description.
� 159 �