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Qisda — Annual Report 2021
Dec 28, 2021
52023_rns_2021-12-28_7d74367e-bb14-4651-8994-aca64d421f55.pdf
Annual Report
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Stock Code:2352
QISDA CORPORATION AND SUBSIDIARIES Consolidated Financial Statements With Independent Auditors’ Report For the Years Ended December 31, 2021 and 2020
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.
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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 39~40 41~112 113~117 118 119 119 119 119 119~120、123~141 120、142~146 120、147~161 120 120~122 |
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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, 2021 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 7, 2022
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Independent Auditors’ Report
To the Board of Directors Qisda Corporation:
Opinion
We have audited the consolidated financial statements of Qisda Corporation and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2021 and 2020, 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 Other Matter section of our report), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of Qisda Corporation and its subsidiaries as of December 31, 2021 and 2020, 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 audits in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants, and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of Qisda Corporation and its subsidiaries 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 Qisda Corporation and its subsidiaries’ consolidated financial statements for the year ended December 31, 2021 are stated as follows:
- Revenue recognition
Please refer to note 4(r) for the accounting policy on revenue recognition, and note 6(y) for the related disclosures of revenue, respectively, of the notes to the consolidated financial statements.
4-1
Description of key audit matter:
Qisda Corporation and its subsidiaries have several operating segments which engage in different business activities through their worldwide operational locations. Qisda Corporation and its subsidiaries recognize revenue depending on the various trade terms in each individual sale transaction, 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 performing a sample test on the design and operating effectiveness of Qisda Corporation and its subsidiaries’ 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 when the performance obligation has been satisfied by transferring control over the goods to a customer to assess the accuracy of the timing of revenue recognition; reviewing and analyzing the reason for significant sales returns and allowances that took place after the balance sheet date to assess the reasonableness of the related accrued sales returns and allowances.
2. Valuation of inventories
Please refer to note 4(h) for the inventory accounting policy, note 5 for estimation uncertainty of inventory valuation, and note 6(f) for the related inventory write-down 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 Qisda Corporation and its subsidiaries 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 Qisda Corporation and its subsidiaries; evaluating whether valuation of inventories was accounted for in accordance with Qisda Corporation and its subsidiaries’ accounting policies; and assessing the historical reasonableness of management’s estimates on inventory provisions.
3. Impairment of goodwill
Please refer to notes 4(p) for the accounting policy on impairment of non-financial assets, note 5 for estimation uncertainty of impairment of goodwill, and note 6(m) for the related disclosures of goodwill impairment test, respectively, of the notes to the consolidated financial statements.
4-2
Description of key audit matter:
Goodwill arising from acquisition of subsidiaries is subject to impairment test annually or at the time 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 sales 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 Qisda Corporation and its subsidiaries’ disclosures with respect to the related information.
Other Matter
We did not audit the financial statements of certain subsidiaries of Qisda Corporation and its subsidiaries. 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$9,990,395 thousand and NT$11,354,280 thousand, respectively, constituting 5.34% and 6.65%, respectively, of the consolidated total assets as of December 31, 2021 and 2020, and the total operating revenue amounting to NT$9,383,428 thousand and NT$10,841,023 thousand, respectively, constituting 4.15% and 5.66%, respectively, of the consolidated total operating revenue for the years ended December 31, 2021 and 2020.
Qisda Corporation has additionally prepared its parent-company-only financial statements as of and for the years ended December 31, 2021 and 2020, on which we have audited and expressed an unqualified 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.
In preparing the consolidated financial statements, management is responsible for assessing Qisda Corporation and its subsidiaries’ 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 Qisda Corporation and its subsidiaries 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 Qisda Corporation and its subsidiaries’ financial reporting process.
4-3
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 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 Qisda Corporation and its subsidiaries’ 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 Qisda Corporation and its subsidiaries’ 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 Qisda Corporation and its subsidiaries 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 Qisda Corporation and its subsidiaries 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 of the current year 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’ audit report are Huei-Chen Chang and Wei-Ming Shih.
KPMG
Taipei, Taiwan (Republic of China) March 7, 2022
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.
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(English Translation of Consolidated Financial Statements Originally Issued in Chinese) QISDA CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2021 and 2020
(Expressed in Thousands of New Taiwan Dollars)
| Assets Current assets: 1100 Cash and cash equivalents (note 6(a)) 1110 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(d) and (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 7 and 8) 1755 Right-of-use assets (notes 6(k) and 7 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, 2021 Amount % $ 17,781,480 10 133,212 - 102,037 - 29,999,477 16 3,007,620 2 852,087 - 304,166 - 50,147,906 27 3,069,555 2 4,046,389 2 476,511 - 109,920,440 59 354,333 - 18,047,059 10 4,067,106 2 33,037,041 18 4,613,883 2 3,408,285 2 10,538,787 6 1,733,297 1 386,454 - 1,103,910 - 77,290,155 41 $ 187,210,595 100 |
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 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 (note 6(z)) 2220 Other payables to related parties (note 7) 2230 Current tax liabilities 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 (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 (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 (note 6(t)) Total non-current liabilities Total liabilities Equity attributable to shareholders of the Company (notes 6(c) and (i) and (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 (note 6(i) and (v)) Total equity Total liabilities and equity |
December 31, 2021 | December 31, 2020 Amount % 21,131,930 12 139,661 - 1,862,107 1 38,398,784 23 2,127,536 1 12,015,217 7 16,151 - 1,316,090 1 358,207 - 796,592 1 2,340,052 1 526,507 - 536,537 - 455,040 - 808,823 1 82,829,234 48 78,123 - 22,366,798 13 1,565,596 1 687,601 - 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 170811949 100 |
|
|---|---|---|---|---|---|
| Amount % |
|||||
| $ 24,295,022 13 78,178 - 2,431,400 1 39,319,708 21 1,465,399 1 12,863,465 7 27,307 - 1,540,749 1 - - 878,646 - 2,884,556 2 461,471 - 714,857 - 466,245 - 906,468 1 88,333,471 47 97,986 - 26,702,353 14 1,524,736 1 743,366 1 2,355,169 1 1,290,751 1 32,714,361 18 121,047,832 65 19,667,820 11 1,844,310 1 20,777,515 11 (833,222) (1) 41,456,423 22 24,706,340 13 66,162,763 35 $ 187210595 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, 2021 and 2020
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)
| 4000 Operating revenue (notes 6(s), (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 Gain on reversal of 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 6(g), (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 (loss): 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 (loss) of associates (notes 6(h) and (v)) 8349 Less: income tax related to items that will not be reclassified subsequently to profit or loss (note 6(u)) 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 loss 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 (loss) 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 |
2021 Amount % $ 225,961,031 100 (193,404,414) (86) 32,556,617 14 (12,974,544) (6) (5,964,924) (2) (6,260,312) (3) 4,129 - (25,195,651) (11) 7,360,966 3 269,105 - 451,927 - 3,991,284 2 (688,562) - 1,607,626 1 5,631,380 3 12,992,346 6 (2,509,489) (1) 10,482,857 5 (77,520) - 1,254,833 - 22,669 - (158,363) - 1,041,619 - (265,093) - (103,275) - - - (368,368) - 673,251 - $ 11,156,108 5 $ 8,307,546 4 2,175,311 1 $ 10,482,857 5 $ 9,051,873 4 2,104,235 1 $ 11,156,108 5 $ 4.22 $ 4.17 |
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 |
|---|---|---|
See accompanying notes to consolidated financial statements.
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(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, 2021 and 2020
(Expressed in Thousands of New Taiwan Dollars)
| Balance at January 1, 2020 Net income in 2020 Other comprehensive income (loss) in 2020 Total comprehensive income in 2020 Appropriation of earnings: Legal reserve Special reserve Cash dividends distributed to shareholders Share of changes in equity of associates and joint ventures 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 of subsidiaries Changes in ownership interests in subsidiary Stock option compensation cost of subsidiaries Changes in non-controlling interests Disposal of financial assets at fair value through other comprehensive income Balance at December 31, 2020 Net income in 2021 Other comprehensive income (loss) in 2021 Total comprehensive income in 2021 Appropriation of earnings: Legal reserve Special reserve Cash dividends distributed to shareholders Shares of changes in equity of associates and joint ventures 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 of subsidiaries Changes in ownership interests in subsidiaries Stock option compensation cost of subsidiaries Changes in non-controlling interests Disposal of financial assets measured at fair value through other comprehensive income Balance at December 31, 2021 |
Attr | ibutable to sharehol | ders of the Company | ders of the Company | ders of the Company | Non- controlling interests |
Total equity 48,035,594 |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common stock | Capital surplus |
Reta | ined earnings | Other equity interest | Total equity of the Company |
||||||||
| Legal reserve 1,826,479 |
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 410,052 |
Remeasurements of defined benefit plans |
Total other equity interest |
||||||
| $ 19,667,820 | 2,220,653 | 168,422 | 10,669,093 | 12,663,994 | (657,512) | (361,048) | (608,508) | 33,943,959 | 14,091,635 | ||||
| - - |
- - |
- - |
- - |
4,988,479 - |
4,988,479 - |
- (756,355) |
- 459,397 |
- (61,059) |
- (358,017) |
4,988,479 (358,017) |
1,378,082 29,823 |
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 | |
| - - |
- - |
- - |
- - |
8,307,546 - |
8,307,546 - |
- (309,370) |
- 1,120,142 |
- (66,445) |
- 744,327 |
8,307,546 744,327 |
2,175,311 (71,076) |
10,482,857 673,251 |
|
| - | - | - | - | 8,307,546 | 8,307,546 | (309,370) | 1,120,142 | (66,445) | 744,327 | 9,051,873 | 2,104,235 | 11,156,108 | |
| - - - - - - - - - - - |
- - - (43,560) - - - 8,369 - - - |
455,392 - - - - - - - - - - |
- 656,137 - - - - - - - - - |
(455,392) (656,137) (2,950,173) - - - (635,587) - - - 312,904 |
- - (2,950,173) - - - (635,587) - - - 312,904 |
- - - - - - - - - - - |
- - - - - - - - - - (312,904) |
- - - - - - - - - - - |
- - - - - - - - - - (312,904) |
- - (2,950,173) (43,560) - - (635,587) 8,369 - - - |
- - - (2,038) (1,255,076) 77,547 (1,328,653) (8,369) 7,754 2,173,221 - |
- - (2,950,173) (45,598) (1,255,076) 77,547 (1,964,240) - 7,754 2,173,221 - |
|
| $ 19,667,820 |
1,844,310 | 2,639,376 | 1,264,645 | 16,873,494 | 20,777,515 | (1,723,237) | 1,378,567 | (488,552) | (833,222) | 41,456,423 | 24,706,340 | 66,162,763 |
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, 2021 and 2020 (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 Gain on reversal of expected credit 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 and the related liabilities held for sale Gain on disposal of investments Gain on bargain purchase Impairment loss on intangible assets Impairment loss on investments accounted for using the equity method Total adjustments for profit or loss 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 Increase in other receivables Increase in other receivables from related parties Decrease (increase) in inventories Decrease (increase) in other current assets Decrease (increase) in other non-current assets Net changes in operating assets Changes in operating liabilities: Increase (decrease) 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 payables to related parties Increase in provisions Increase (decrease) in contract liabilities Increase 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 |
2021 $ 12,992,346 3,803,113 993,130 (4,129) 688,562 (269,105) (284,449) 7,754 (1,607,626) 41,746 (545,594) (3,050,616) (99) - 6,632 (220,681) (40,017) 3,998,156 272,749 (51,154) (1,767) (13,426,265) 88,483 2,840 (9,156,975) (64,918) (330,743) (662,137) 11,156 146,905 523,207 722,183 (79,023) 266,630 (8,890,345) (9,111,026) 3,881,320 212,973 475,319 (700,190) (1,754,567) 2,114,855 |
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 |
|---|---|---|
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, 2021 and 2020
(Expressed in Thousands of New Taiwan Dollars)
| 2021 Cash flows from investing activities: Purchase of financial assets at fair value through other comprehensive income $ (69,187) Proceeds from disposal of financial assets at fair value through other comprehensive income 388,905 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 (100,000) Proceeds from disposal of financial assets at fair value through profit or loss 192,935 Purchase of investments accounted for using the equity method (226,672) Proceeds from disposal of investments accounted for using the equity method 1,231,460 Proceeds from disposal of subsidiaries 46,246 Proceeds from capital reduction of investments accounted for using the equity method 2,372 Proceeds from disposal of non-current assets and related liabilities held for sale 1,353,374 Cash decrease in disposal groups classified as held for sale - Additions to property, plant and equipment (6,099,493) Proceeds from disposal of property, plant and equipment 384,198 Additions to intangible assets (614,706) Additions to investment property - Decrease (increase) in other financial assets (1,253,318) Net cash received from (paid for) acquisition of subsidiaries (975,093) Net cash used in investing activities (5,738,979) Cash flows from financing activities: Increase in short-term borrowings 15,186,600 Repayments of short-term borrowings (12,281,227) Increase in long-term debt 15,306,462 Repayments of long-term debt (10,897,134) Increase (decrease) in guarantee deposits received (1,342,457) Payment of lease liabilities (541,109) Cash dividends distributed to shareholders (2,950,173) Cash dividends paid to non-controlling interests (1,255,076) Acquisition of subsidiary’s interests from non-controlling interests (1,969,456) Proceeds from disposal of subsidiary’s interests (without losing control) 5,216 Capital injection from non-controlling interests 77,547 Net cash used in financing activities (660,807) Effects of foreign exchange rate changes (474,007) Net increase (decrease) in cash and cash equivalents (4,758,938) Cash and cash equivalents at beginning of year 22,540,418 Cash and cash equivalents at end of year $ 17,781,480 |
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 |
|---|---|
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, 2021 and 2020
(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 manufacturing, sales and services of high-end monitors, opto-mechatronics products and optoelectronics film; the manufacturing, sales and services of smart business solution; the manufacturing, sales and services of medical equipment; 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 issuance by the Board of Directors on March 7, 2022.
3. Application of New and Revised Accounting Standards and Interpretations
- (a) The impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C. (“FSC”) which have already been adopted.
The Group has initially adopted the following new amendments, which do not have a significant impact on its consolidated financial statements, from January 1, 2021:
-
●Amendments to IFRS 4 “Extension of the Temporary Exemption from Applying IFRS 9”
-
●Amendments to IFRS 9, IAS39, IFRS7, IFRS 4 and IFRS 16 “Interest Rate Benchmark Reform— Phase 2”
-
●Amendments to IFRS 16 “Covid-19-Related Rent Concessions beyond June 30, 2021”
-
(b) The impact of IFRS issued by the FSC but not yet effective
The Group assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2022, would not have a significant impact on its consolidated financial statements:
-
-
-
●Amendments to IAS 16 “Property, Plant and Equipment Proceeds before Intended Use”
-
-
-
●Amendments to IAS 37 “Onerous Contracts Cost of Fulfilling a Contract”
-
●Annual Improvements to IFRS Standards 2018–2020
-
●Amendments to IFRS 3 “Reference to the Conceptual Framework”
(Continued)
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 Interpretations Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” |
Content of amendment Effective date per IASB The amendments aim to promote consistency in applying the standards by helping companies determine whether, in balance sheet, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due to be settled within one year) or non- current. The amendments include clarifying the classification requirements for debt a company might settle by converting it into equity. January 1, 2023 |
|---|---|
The Group is evaluating the impact of its initial adoption of the abovementioned standards or interpretations on its consolidated financial position and consolidated financial performance. The results thereof will be disclosed when the Group completes its evaluation.
The Group does not expect the following other new and amended standards, which have yet to be endorsed by the FSC, to have a significant impact on its consolidated financial statements:
-
●Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets Between an Investor and Its Associate or Joint Venture”
-
●IFRS 17 “ Insurance Contracts” and amendments to IFRS 17 “ Insurance Contracts”
-
●Amendments to IAS 1 “Disclosure of Accounting Policies”
-
●Amendments to IAS 8 “Definition of Accounting Estimates”
-
●Amendments to IAS 12 “Deferred Tax related to Assets and Liabilities arising from a Single Transaction”
(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 :
-
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) measured at the present value of the defined benefit obligation less the fair value of the plan assets.
-
(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 intercompany 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 noncontrolling 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 directly 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 QCHK APV/Darly 2/ Darly C |
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”) Qisda Precision Industry (Suzhou) Co., Ltd. (“QCPS”) BenQ ESCO Corp. (“BES”) |
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 Manufacture of plastic parts Energy service |
Percentage of Ownership December 31, 2021 December 31, 2020 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 - % 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 - % 83.00 % 83.00 - |
|---|---|---|---|
(Continued)
13
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Name of Investor The Company BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ/Darly/ Darly 2 BenQ/BQP BQP BQP BQP BQP BQP BQP BQP BQP BQP BQHK BQHK_HLD |
Name of Investee 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”) BenQ Singapore Pte Ltd. (“BQsg”) BenQ Service & Marketing (M) Sdn. Bhd (“BQmy”) BenQ (Thailand) Co., Ltd. (“BQth”) BenQ Vietnam Co., Ltd. (“BQvn”) BenQ Co., Ltd. (“BQC”) BenQ Technology (Shanghai) Co., Ltd. (“BQls”) |
Main Business and Products 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 Sales of brand-name electronic 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 |
Percentage of Ownership December 31, 2021 December 31, 2020 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 - % 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 - Note 4 % 100.00 % 100.00 - % 100.00 % 100.00 - |
|---|---|---|---|
(Continued)
14
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Name of Investor BQHK_HLD BQHK_HLD GSH GSH/APV BQA BenQ/BQL BQL BQL Joytech/ Vividtech BQmx/BQL BQE BQE BQE BQE BQE BQE BQE BQE BQE APV/Darly 2 The Company/ BenQ/Darly/ APV/ Darly2 BBHC BBM BBM/BIC |
Name of Investee 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”) 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”) |
Main Business and 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 Providing administration and management service to affiliates Investment management consulting Investment and holding activity Investment and holding activity Medical services Medical services |
Percentage of Ownership December 31, 2021 December 31, 2020 Note % 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 - % 100.00 % 100.00 - % 100.00 % 100.00 - % 70.05 % 70.05 - % 70.05 % 70.05 - % 70.05 % 70.05 - % 70.05 % 70.05 - (Continued) |
|---|---|---|---|
15
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Name of Investor BBM BBM BBM The Company BBC BBC BBC BBC BenQ/APV/ Darly 2 BMTC BMTC BMTC BMTC BMTC BMTC Highview LILY BHS The Company/ BenQ/APV/ Darly C BMC |
Name of Investee 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”) Shanghai Zhenglang Medical Equipment Co., Ltd. (“Zhenglang”) 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) 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”) |
Main Business and Products Medical management consulting Medical management consulting Investment and holding activity Manufacture and sales of medical consumables and equipment Medical services Medical services Medical services Sales of medical consumables and equipment 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 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 |
Percentage of Ownership December 31, 2021 December 31, 2020 Note % 70.05 % 70.05 - % 70.05 % 70.05 - % 70.05 % 70.05 - % 70.00 % 70.00 - % 38.50 % 38.50 Notes 2 and 5 % 49.00 % 49.00 Notes 2 and 5 % 70.00 % 70.00 Note 5 % 35.70 - Notes 2 and 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 - % 38.47 % 38.47 Notes 2 and 6 % 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 |
|---|---|---|---|
(Continued)
16
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Name of Investor BMC BMC BMC BMLB BMLB BMLB BMLB SGM The Company/ APV/ Darly2 PTT PTT/PTE PTT PTT PTT/WEBEST PTT PTT/WEBEST PTT PTE PTE |
Name of Investee Sigma Medical Supplies Corp. (“SGM”) Genejet Biotech Co., Ltd. (“GJB”) Cenfom Corp. BenQ Material (Suzhou) Co., Ltd. (“BMS”) Daxon Biomedical (Suzhou) Co., Ltd. (“DTB”) BenQ Materials (Wuhu) Co., Ltd. (“BMW”) BenQ Materials Medical Supplies (Suzhou) Co., Ltd (“BMM”) Suzhou Sigma Medical Supplies Co., Ltd. (“SGS”) 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”) 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”) |
Main Business and Products Manufacture and sales of medical consumables and equipment R&D, manufacture and sales of medical consumables and equipment R&D, manufacture and sales of medical consumables and equipment Manufacture of optoelectronics film Service and 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 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 |
Percentage of Ownership December 31, 2021 December 31, 2020 Note % 43.56 % 43.56 Note 3 % 30.49 - Notes 2, 3 and 7 % 15.17 - Notes 1, 3 and 7 % 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 % 35.74 Notes 2 and 5 % 68.23 % 68.23 - % 34.13 % 34.13 Note 2 % 39.70 % 39.70 Note 2 % 47.68 % 34.18 Note 2 % 30.72 % 30.72 Note 2 % 23.21 % 23.21 Note 2 |
|---|---|---|---|
(Continued)
17
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Name of Investor PTME P&J P&S P&S PTT/WEBEST PTT The Company/ APV/ Darly2 DFI DFI DFI DFI DFI Yan Tong Yan Tong DFI AEWIN AEWIN WISE WAY BRIGHT PROFIT Aewin Beijing Technologies Co., Ltd. |
Name of Investee 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 (“Yan Tong”) Diamond Flower Information (NL) B.V. Brainstorm Corporation 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. |
Main Business and 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 Wholesale and retail of computers and peripherals 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 |
Percentage of Ownership December 31, 2021 December 31, 2020 Note % 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 Note 8 % 55.09 % 55.09 - % 55.09 % 55.09 - % 55.09 % 55.09 - % 55.09 % 55.09 - % 55.09 % 55.09 - % 19.33 - Notes 7 and 12 % 55.09 % 55.09 - % 55.09 % 55.09 - % 28.31 % 28.01 Note 2 % 28.31 % 28.01 Note 2 % 28.31 % 28.01 Note 2 % 28.31 % 28.01 Note 2 % 28.31 % 28.01 Note 2 % 28.31 % 28.01 Note 2 |
|---|---|---|---|
(Continued)
18
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Name of Investor DFI ACE ACE/Proton ACE Cyber South Cyber South Cyber South Cyber South Cyber South Ace Tek The Company/ Darly2 K2 K2 K2 The Company/ APV/Darly2 DIC DIC DIVA DIVA DIVA DIVA |
Name of Investee Ace Pillar Co., Ltd. (“ACE”) Cyber South Management Ltd. (“Cyber South”) 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. 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. (“K2SH”) PT. Frismed Hoslab Indonesia Data Image Corporation (“DIC”) Data Image (Mauritius) Corporation (“DMC”) DIVA Laboratories. Ltd. (“DIVA”) DIVA Laboratories GmbH DIVA Laboratories U.S., LLC Panoramic Imaging Solutions Inc. Diva Capital lnc. |
Main Business and Products 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 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 R&D, manufacture and sales of medical consumables and computer peripheral products Sales of monitor Sales of monitor Sales of monitor Investment and holding activity |
Percentage of Ownership December 31, 2021 December 31, 2020 Note % 26.48 % 18.49 Note 1 % 26.48 % 18.49 Note 1 % 26.48 % 18.49 Note 1 % 26.48 % 18.49 Note 1 % 26.48 % 18.49 Note 1 % 26.48 % 18.49 Note 1 % 26.48 % 18.49 Note 1 % 26.48 % 18.49 Note 1 % 26.48 % 18.49 Note 1 % 26.48 % 18.49 Note 1 % 40.00 % 40.00 Note 1 % 19.60 % 19.60 Note 1 % 40.00 % 24.04 Note 1 % 26.80 % 26.80 Notes 1 and 6 % 38.35 % 38.35 Note 1 % 38.35 % 38.35 Note 1 % 13.63 - Notes 1 and 7 % 13.63 - Notes 1 and 7 % 13.63 - Notes 1 and 7 % 13.63 - Notes 1 and 7 % 13.63 - Notes 1 and 7 |
|---|---|---|---|
(Continued)
19
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Name of Investor Diva Capital lnc. Diva Holding lnc. Data Image (Mauritius) Corporation The Company EASC The Company/ APV/ Darly2 Topview Messoa The Company Sysage/Epic Cloud Sysage Sysage Sysage Sysage Sysage/Ginnet Sysage/Epic Cloud Advanced TEK |
Name of Investee Diva Holding lnc. Suzhou Diva Lab. Inc. 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”) Global Intelligence Network Co., Ltd. (“Ginnet”) Epic Cloud Information Integration Corporation (“Epic Cloud”) Neo Trend Tech Corporation (“Neo Trend”) Corex (Pty) Ltd. (“Corex”) AdvancedTEK International Corp. (“AdvancedTEK”) Dawning Technology Inc. (“Dawningtech”) Statinc Company (“Statinc”) APEO Human Capital Services Corp. |
Main Business and Products Investment and holding activity Wholesale and import and export of medical equipment 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. Sales of network and information and communication hardware and software. Software and data processing services Telecommunications engineering Sales and import and export of electronic products Implementation of application software services Sales of network and information hardware and software. Market research, marketing consultant and big data cloud database services Implementation of application software services |
Percentage of Ownership December 31, 2021 December 31, 2020 Note % 13.63 - Notes 1 and 7 % 13.63 - Notes 1 and 7 % 38.35 % 38.35 Note 1 % 54.00 % 54.00 - % 54.00 % 54.00 - % 33.56 % 33.56 Note 1 % 13.69 % 13.69 Note 1 % 13.69 % 13.69 Note 1 % 51.41 % 35.04 - % 40.84 % 27.84 Note 1 % 51.41 % 33.29 - - % 35.04 Notes 5 and 10 % 51.41 - Note 8 % 17.53 - Notes 1, 7 and 11 - % 14.55 Note 10 % 18.00 - Notes 1 and 7 % 17.53 - Notes 1 and 7 |
|---|---|---|---|
(Continued)
20
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Name of Investor Statinc The Company/ APV/ Darly2 Simula 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 Alpha Alpha Alpha Alpha Alpha |
Name of Investee DKABio Co., Ltd. (“Dataa”) Simula Technology Inc. (“Simula”) Aspire Asia Inc. Simula Technology Corp. Action Star Technology Co., Ltd. (“AST”) 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”) 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”) |
Main Business and Products Market research, marketing consultant and big data cloud database services Manufacture and sales of electronic material Investment and holding activity Sales in North America R&D & development manufacture and sale of USB docking station product Investment and holding activity Investment and holding activity R&D & 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 Sale, marketing and procurement service in USA Post-sale service Investment holding Investment holding Investment in manufacturing business |
Percentage of Ownership December 31, 2021 December 31, 2020 Note % 51.41 - Note 4 % 51.13 % 51.27 Note 6 % 51.13 % 51.27 Note 6 % 51.13 % 51.27 Note 6 % 30.34 - Notes 2 and 7 % 51.13 % 51.27 Note 6 % 48.62 % 48.76 Notes 2 and 6 % 26.17 % 26.24 Notes 2 and 6 % 51.13 % 51.27 Note 6 % 100.00 % 100.00 Note 6 % 100.00 % 100.00 Note 6 % 66.57 % 66.57 Note 6 % 59.98 % 59.87 Note 6 % 59.98 % 59.87 Note 6 % 59.98 % 59.87 Note 6 % 59.98 % 59.87 Note 6 % 59.98 % 59.87 Note 6 % 59.98 % 59.87 Note 6 % 59.98 % 59.87 Note 6 % 59.98 % 59.87 Note 6 |
|---|---|---|---|
(Continued)
21
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Name of Investor D-Link Asia D-Link Asia Alpha Dongguan Alpha HK Enrich Investment Enrich Investment Alpha Hitron Technologies Hitron Technologies Hitron Technologies Hitron Technologies Hitron Technologies Hitron Samoa Hitron Samoa Hitron Technologies/ Enrich Investment Interactive Digital |
Name of Investee 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”) Aespula Technologies Inc. (“Aespula”) 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”) Jietech Trading (Suzhou) Inc. (“Jietech Suzhou”) Interactive Digital Technologies Inc. (“Interactive Digital”) Hwa Chi Technologies (Shanghai) Inc. (“Hwa Chi Technologies”) |
Main Business and Products 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 Sale of network equipment, components and technical services 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 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, 2021 December 31, 2020 Note % 59.98 % 59.87 Note 6 % 59.98 % 59.87 Note 6 % 59.98 % 59.87 Note 6 % 59.98 % 59.87 Note 6 % 59.98 % 59.87 Note 6 % 59.34 - Notes 4 and 7 % 37.33 % 37.26 Notes 2 and 6 % 37.33 % 37.26 Notes 2 and 6 % 37.33 % 37.26 Notes 2 and 6 % 37.33 % 37.26 Notes 2 and 6 % 37.33 % 37.26 Notes 2 and 6 % 37.33 % 37.26 Notes 2 and 6 % 37.33 % 37.26 Notes 2 and 6 % 37.33 % 37.26 Notes 2 and 6 % 20.07 % 20.59 Notes 2 and 6 % 20.07 % 20.59 Notes 2 and 6 |
|---|---|---|---|
(Continued)
22
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
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 control over BMC and its subsidiaries, who have been included in the Group’s consolidated entities.
-
Note 4: BQvn, Zhenglang, Dataa and Aespula were newly established in 2021.
-
Note 5: Filter, Wangcheng, Youshan, BMM, PTMG and NEO TREND were newly established in 2020.
-
Note 6: In 2020, the Group obtained control over the entities. Therefore, the entities have been included in the Group’ s consolidated entities.
Note 7: In 2021, the Group obtained control over the entities. Therefore, the entities have been included in the Group’ s consolidated entities.
Note 8: In 2021, PTT sold all of its investment in Corex to Sysage due to organizational restructuring.
-
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.
-
Note 10: Prior to 2021, Dawningtech was one of subsidiaries of the Group. In 2021, the Group sold all of its investments in Dawningtech and therefore the Group lost control of Dawningtech. Dawningtech was excluded from the Group’ s consolidated entities since then.
-
Note 11: In January 2021, Sysage obtained letters of support signed by shareholders, who represent 20.36% ownership of AdvancedTEK, authorizing Sysage to direct the significant operating relevant activities and assisted Sysage to obtain more than half of the total number of Directors of AdvancedTEK. It is determined that the Group has control over AdvancedTEK, AdvancedTEK has been included in the Group’s consolidated entities since then.
-
Note 12: Referring to note 6(i), on May 1, 2021 (the acquisition date), DFI acquired 35.09% equity ownership of Brainstorm. According to the stock purchase agreement and Articles of Incorporation of Brainstorm, DFI obtained 55.29% of voting rights of Brainstorm and owned more than half of Brainstorm's total number of directors, resulting in DFI to obtain control over Brainstorm. Thereafter, Brainstorm has been included in the Group's consolidated entities.
(iii) List of subsidiaries which are not included in the consolidated financial statements: None.
(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.
(Continued)
23
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(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.
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.
(Continued)
24
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(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 for the purpose of the consolidated statement of cash flows.
(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.
- 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.
(Continued)
25
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- 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).
- 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.
(Continued)
26
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
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.
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.
(Continued)
27
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
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 flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
The Group enters into transactions whereby it transfers assets recognized in its balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets; in these cases, the transferred assets are not derecognized.
(ii) Financial liabilities and equity instruments
- 1) Classification of debt or equity
Debt or equity instruments issued by the 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.
(Continued)
28
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- 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
The Group uses derivative financial instrument to hedge its 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. 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.
(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.
(Continued)
29
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
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.
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.
(Continued)
30
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
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.
(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.
(Continued)
31
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(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.
- (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
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.
(i) As a lessee
The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
(Continued)
32
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically evaluated and reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.
Lease payments included in the measurement of the lease liability comprise the following:
-
-
-
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;
-
-
-
-
-
amounts expected to be payable under a residual value guarantee; and
-
payments for purchase or termination options that are reasonably certain to be exercised.
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 Group’s estimate of the amount expected to be payable under a residual value guarantee; or
-
- there is a change of the Group’s assessment on whether it will exercise a extension an option to purchase the underlying asset; 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 the difference in profit or loss for 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.
(Continued)
33
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
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.
(ii) As a lessor
When the Group acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Group makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset.
When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease. If a head lease is a short-term lease to which the Group applies the exemption described above, then it classifies the sub-lease as an operating lease.
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 or fair value at the acquisition date, 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.
(Continued)
34
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
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.
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.
(Continued)
35
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(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 goods have been shipped to the specific location, and either 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).
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.
Loans from financial institutions with a guarantee from the government are 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 non-operating income-other income on a systematic basis over the period of the loan.
(Continued)
36
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(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.
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
The grant-date fair value of equity-settled share-based payment arrangements granted to employees is generally recognized as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, and the amount ultimately recognized is based on the number of awards that meet the related service and non-market performance conditions at the vesting date.
(Continued)
37
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
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 shares 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:
-
(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
(Continued)
38
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
-
(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.
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.
(Continued)
39
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
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 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 weightedaverage 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.
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.
(Continued)
40
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
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% 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 AU, and the equity-method was used to account for the Group's investments in AU, as the chairman of the Company was elected as one of the directors and participates in the decision-making on the Board before May 11, 2021. However, the chairman of the Company resigned as the director of AU on May 11, 2021, which caused the Group to lose significant influence over AU's financial and operating policy decisions. As a result, the investment in AU has been reclassified to financial assets at fair value through other comprehensive - income non-current since then.
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, 2021 $ 129,192 15,946,167 1,706,121 $ 17,781,480 |
December 31, 2020 |
|---|---|---|
| 108,574 15,114,756 7,317,088 |
||
| 22,540,418 |
As of December 31, 2021 and 2020, the time deposits with original maturities more than three months amounted to $3,817,538 and $2,655,274, respectively, which were classified as other - financial assets current.
(b) Financial assets and liabilities at fair value through profit or loss
| Financial assets 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 (note 6(p)) Financial assets 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, 2021 $ 28,504 14,788 63,776 26,144 - $ 133,212 December 31, 2021 $ 338,296 10,504 5,533 $ 354,333 $ (46,842) (26,100) (5,236) $ (78,178) |
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) |
|---|---|---|
(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, 2021 $ (97,986) |
December 31, 2020 (78,123) |
|---|---|---|
The above contingent consideration was arising from the acquisitions of EASC, PTSE, PTTN, PTE, and Corex in the previous years and the acquisition of Statinc in 2021. 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 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 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 TWD Buy/ CNY Sell CNY Buy/ USD Sell CNY Buy/ USD Sell MYR Buy/ USD Sell SEK Buy/ EUR Sell USD Buy/ THB Sell EUR Buy/ USD Sell USD Buy/ TWD Sell USD Buy/ GBP Sell USD Buy/ ZAR Sell USD Buy/ AUD Sell |
December 31, 2021 |
|---|---|
Contract amount (in thousands) Maturity period EUR 24,099 2022/01~2022/03 USD 33,000 2022/01~2022/02 JPY 34,034 2022/01 CAD 9,000 2022/02~2022/04 USD 20,000 2022/02~2022/03 USD 54,560 2022/01~2022/04 EUR 3,479 2022/01~2022/03 GBP 5,000 2022/02~2022/03 USD 1,248 2022/01 USD 18,000 2022/02~2022/03 JPY 2,200,000 2022/02~2022/04 USD 7,500 2022/02 USD 75,379 2022/01~2022/02 CNY 1,000 2022/03~2022/04 CNY 6,156 2022/01 USD 51,950 2022/01~2022/04 MYR 34,000 2022/01~2022/02 EUR 2,000 2022/03 USD 3,000 2022/03 EUR 2,537 2022/01 USD 18,740 2022/01~2022/03 GBP 847 2022/01 USD 1,850 2022/01 AUD 2,000 2022/04 |
(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 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 |
(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, 2021 | |
|---|---|---|
| Contract | amount | |
| (in thousands) | Maturity period | |
| USD | 308,000 | 2022/01~2022/06 |
| AUD | 3,000 | 2022/03 |
| JPY | 400,000 | 2022/03 |
| USD | 122,670 | 2022/01 |
| 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 |
(Continued)
44
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(c) Financial assets at fair value through other comprehensive income
| Equity investments at fair value through other comprehensive income: Domestic listed stocks Domestic emerging stocks Privately held stocks Current Non-current |
December 31, 2021 $ 17,742,517 117,727 288,852 $ 18,149,096 $ 102,037 18,047,059 $ 18,149,096 |
December 31, 2020 |
|---|---|---|
| 296,043 761,132 420,505 |
||
| 1,477,680 | ||
| 96,281 1,381,399 |
||
| 1,477,680 |
The Group designated the equity investments shown above as financial assets at fair value through other comprehensive income because these investments are held for long-term for strategic purposes and not for trading.
On May 12, 2021, the Group lost significant influence over AU Optronics Corp (“AU”). Hence, the investment in AU was reclassified from investments accounted for using the equity method to financial assets at fair value through other comprehensive income. Please refer to note 6(h).
For the years ended December 31, 2021 and 2020, the Group sold part of its financial assets at fair value through other comprehensive income for $388,905 and $259,792, respectively. The realized gains accumulated in other comprehensive income of $305,395 and $4,678, respectively, 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, 2021 $ 30,288,125 3,007,620 33,295,745 (288,648) $ 33,007,097 |
December 31, 2020 33,508,623 3,280,369 36,788,992 (287,066) 36,501,926 |
|---|---|---|
(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 receivables from related parties) was as follows:
| Current Past due 1-90 days Past due 91-180 days Past due over 181 days |
December 31, 2021 | December 31, 2021 | |
|---|---|---|---|
| Gross carrying amount $ 31,105,342 1,808,420 82,772 299,211 $ 33,295,745 |
Weighted- average loss rate 0.06% 3.22% 36.75% 60.30% |
Loss allowance | |
| 19,566 58,237 30,420 180,425 |
|||
| 288,648 |
| 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 $ 35,007,668 1,423,063 140,253 218,008 $ 36,788,992 |
Weighted- average loss rate 0.08% 1.38% 48.05% 78.30% |
Loss allowance | |
| 29,305 19,669 67,395 170,697 |
|||
| 287,066 |
(Continued)
46
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- (ii) Movements of the loss allowance for notes and accounts receivable (including receivables from related parties) were as follows:
| Balance at January 1 Gain on reversal of expected credit 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 |
2021 $ 287,066 (4,129) (55,108) (13,216) 74,035 - - $ 288,648 |
2020 351,498 (56,005) (57,109) 3,504 62,004 (15,955) (871) 287,066 |
|---|---|---|
(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 for the 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 receivables 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:
December 31, 2021
| Underwriting bank | Factored amount $ 5,812,413 8,903,357 210,752 775,428 168,587 40,546 116,177 $ 16,027,260 |
Unpaid advance amount - - - 10,856 - - - 10,856 Dece |
Advance amount 5,695,217 8,903,357 186,970 687,030 151,728 33,242 104,559 15,762,103 mber 31, 2020 |
Amount recognized in other receivables 117,196 - 23,782 88,398 16,859 7,304 11,618 265,157 |
Range of interest rates Collat Non Non Non Promissory not Non Non Promissory not 0.54%~3.5% |
eral e - e - e - e 230,000 e - e - e 830,400 |
|---|---|---|---|---|---|---|
| CTBC Bank Taishin International Bank Taipei Fubon Bank Mega International Commercial Bank E.SUN Commercial Bank Crefo Factoring Nord GmbH KGI Commercial Bank |
||||||
| 1,060,400 | ||||||
| Underwriting bank | 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 Promissory not Non 0.6%~3.5% |
eral e 51,030 e - e - e 150,000 e - e 850,500 e - |
|
| CTBC Bank Taishin International Bank Taipei Fubon Bank Mega International Commercial Bank E.SUN Commercial Bank KGI Commercial Bank Crefo Factoring Nord GmbH |
||||||
| 1,051,530 |
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.
(Continued)
47
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(e) Other receivables
| The factored accounts receivable, net of advance amount Other receivables-others Less: loss allowance Other receivables from related parties |
December 31, 2021 $ 265,157 614,555 879,712 (27,625) 852,087 304,166 $ 1,156,253 |
December 31, 2020 224,862 479,318 |
|---|---|---|
| 704,180 (28,292) |
||
| 675,888 | ||
| 302,399 | ||
| 978,287 |
As of December 31, 2021 and 2020, except for other receivables amounting to $27,625 and $28,292, respectively, wherein the loss allowances were fully provided, no loss allowance was provided for the remaining receivables after the management’s assessment.
(f) Inventories
| Raw materials Work in process Finished goods Inventories in transit |
December 31, 2021 $ 17,701,524 3,206,842 19,149,059 10,090,481 $ 50,147,906 |
December 31, 2020 |
|---|---|---|
| 11,353,769 2,343,595 15,336,859 6,105,110 |
||
| 35,139,333 |
For the years ended December 31, 2021 and 2020, the cost of inventories sold amounted to $186,785,288 and $159,371,907, respectively, of which the write-downs of inventories to net realizable value amounted to $71,767, and $371,235, respectively.
Please refer to note 8 for a description of the Group’s inventories pledged as collateral to secure for the bank loans.
(Continued)
48
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
-
(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 noncurrent assets or disposal groups classified as held-for-sale as of December 31, 2020. The details were as follows:
| Non-current assets or disposal | 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 | |
| Liabilities directly related to non-current assets or disposal groups | 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 the abovementioned net assets at the lower of carrying amount and fair value less costs to sale.
(Continued)
49
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
The above net assets has been sold in the first quarter of 2021 for a consideration of $265,795. A disposal gain of $84,232, net of derecognition of non-controlling interests of $227,162 of Dawningtech and intragroup receivables of $3,677 was recognized and included in the other gains and losses, net in the accompanying consolidated financial statements.
-
(ii) In June 2020, the Board of Directors of QLPG approved a resolution to dispose its land and building, with carrying amount of $119,281, located at Penang, Malaysia, to one of the Group's associates, Visco Technology Sdn. Bhd. The above land and building has been sold in the second quarter of 2021 for a consideration of $561,173. A disposal gain of $365,338 was recognized and included in the other gains and losses, net in the accompanying consolidated financial statements.
-
(iii) In the first three quarters of 2021, the respective Board of Directors of DFI and Sysage approved a resolution to dispose its building located at Xizhi District of New Taipei City and Kaohsiung City, with carrying amount of $456,344 and $16,283, respectively. The above building has been sold in the fourth quarter of 2021 for a consideration of $542,245 and $27,488, respectively. A disposal gain of $85,901 and $10,123 was recognized and included in the other gains and losses, net in the accompanying consolidated financial statements.
-
(iiii) In 2021, the respective Board of Directors of SGM, ACE and Tianjin Ace Pillar Co., Ltd. approved a resolution to dispose the parcels of land (including right-of-use assets), buildings and factory located at Ruifang, Sanchong District of New Taipei City and China (Tianjin) Pilot Free Trade Zone. Since the lands, buildings and factory are expected to be disposed within one year, the abovementioned assets, with the carrying amounts of $163,910, $73,452, $239,149, respectively, were classified as non-current assets held-for-sale as of December 31, 2021.
-
(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 were as follows:
| Associates Joint ventures |
December 31, 2021 $ 4,035,990 31,116 $ 4,067,106 |
December 31, 2020 |
|---|---|---|
| 16,278,479 29,955 |
||
| 16,308,434 |
(Continued)
50
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(i) Investments in associates
| 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 Others |
Location Taiwan Taiwan |
December 31, 2021 Percentage of voting rights Carrying amount - $ - % 25.73 2,533,438 - 1,502,552 $ 4,035,990 |
December | 31, 2020 |
| Percentage of voting rights |
Percentage of voting rights % 6.99 % 25.73 - |
Carrying amount |
||
| - % 25.73 - |
12,701,500 2,364,486 1,212,493 |
|||
| 16,278,479 |
The equity-method was used to account for the Group's investments in AU, in 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 of AU before May 11, 2021. However, the chairman of the Company resigned as the director of AU on May 11, 2021, which caused the Group to lose significant influence over AU's financial and operating policy decisions. As a result, the investment in AU has been - reclassified to financial assets at fair value through other comprehensive income non-current. A gain on disposal of investments of $1,979,741 was recognized under other gains and losses, net accordingly.
BBM originally held 30% ownership of Nanjing Silvertown Health & Development Co., Ltd. (“NSHD”). On March 17, 2021, the Board of Director of BBM approved a resolution to sell 15% ownership of NSHD, wherein BBM has entered into a share sale agreement for a total selling price of CNY 300,000 thousand. As of December 31, 2021, 14.25% ownership of NSHD had been sold and $1,231,460 (CNY 285,000 thousand) of consideration was received, resulting in a gain on disposal of investments of $1,042,365. The Group still has significant influence over NSHD.
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) for further information.
From April to May 2020, Nanjing BenQ Hospital Co., Ltd. ("NMH") invested the amount of $423,670 in Guigang Donghui Medical Investment Co., Ltd. and acquired 18.35% ownership of Guigang Donghui Medical Investment Co., Ltd. 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.
(Continued)
51
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
In 2021, QCES increased its investment in Jiangsu Yudi Optical Co., Ltd for $217,192, and acquired 20.97% ownership of Jiangsu Yudi Optical Co., Ltd. Hence, its investment in Jiangsu Yudi Optical Co., Ltd has been reclassified from financial assets at fair value through other comprehensive income to investments accounted for using the equity method as QCES has significant influence over it.
In the second quarter of 2021, the Group assessed that the investment of the associate, DMC Components International, LLC, has been impaired, and therefore recognized an impairment loss of $6,632 under other gains and losses, net.
The fair value of the investment in associates which are publicly traded were as follows:
| AU DFN |
December 31, 2021 December 31, 2020 $ - 9,290,386 3,651,465 3,122,110 |
|---|---|
The summarized financial information in respect of each of the Group’s material associate is set out below:
1) The summarized financial information of AU:
| The summarized financial information of AU: | ||
|---|---|---|
| December 31, | ||
| 2020 | ||
| Current assets | $ | 168,317,673 |
| Non-current assets | 238,952,622 | |
| Current liabilities | (98,338,179) | |
| Non-current liabilities | (115,141,751) | |
| Equity | $ | 193,790,365 |
| Equity attributable to non-controlling interests of AU | $ | 10,985,674 |
| Equity attributable to shareholders of AU | $ | 182,804,691 |
| 2020 | ||
| Net sales | $ | 270,955,381 |
| Net income | $ | 2,907,427 |
| Other comprehensive income | 2,862,980 | |
| Total comprehensive income | $ | 5,770,407 |
| Total comprehensive loss attributable to non-controlling interests of | ||
| AU | $ | (319,234) |
| Total comprehensive income attributable to shareholders of AU | $ | 6,089,641 |
(Continued)
52
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| The Group’s share of equity of associates at January 1 Net income attributable to the Group Other comprehensive income (loss) attributable to the Group Capital surplus attributable to the Group Reclassified to financial assets at fair value through other comprehensive income Cumulative effect of net income recognized under treasury stock method The carrying amount of investments in the associates at December 31 |
2021 $ 12,804,784 1,255,866 (63,477) (55,616) (13,838,274) (103,283) $ - |
2020 12,348,373 236,005 189,661 3,020 - (75,559) 12,701,500 |
|---|---|---|
2) The summarized financial information of DFN:
| December 31, December 31, |
December 31, December 31, |
December 31, December 31, |
December 31, December 31, |
|
|---|---|---|---|---|
| 2021 | 2020 | |||
| Current assets | $ | 21,078,564 | 14,983,083 | |
| Non-current assets | 12,116,710 | 9,286,423 | ||
| Current liabilities | (16,153,908) | (11,672,915) | ||
| Non-current liabilities | (4,320,029) | (2,017,529) | ||
| Equity | $ | 12,721,337 | 10,579,062 | |
| Equity attributable to non-controlling interests of | ||||
| DFN | $ | 2,879,152 | 1,387,996 | |
| Equity attributable to shareholders of DFN | $ | 9,842,185 | 9,191,066 | |
| 2021 | 2020 | |||
| Net sales | **$ ** | 28,048,736 | 22,349,528 | |
| Net income | $ | 1,301,622 | 953,347 | |
| Other comprehensive income (loss) | (174) | 124,103 | ||
| Total comprehensive income | $ | 1,301,448 | 1,077,450 | |
| Total comprehensive income attributable to non-controlling | ||||
| interests of DFN | $ | 161,642 | 42,255 | |
| Total comprehensive income attributable to shareholders | of | |||
| DFN | $ | 1,139,806 | 1,035,195 | |
| 2021 | 2020 | |||
| The Group’s share of equity of associates at January 1 | $ | 2,364,486 | 2,233,147 | |
| Net income attributable to the Group | 294,928 | 232,480 | ||
| Other comprehensive income (loss) attributable to the | ||||
| Group | (1,731) | 33,808 | ||
| Capital surplus attributable to the Group | 55,808 | 30,700 | ||
| Dividend received from associates | (180,053) | (165,649) | ||
| The carrying amount of investments in the associates at | ||||
| December 31 | $ | 2,533,438 | 2,364,486 |
(Continued)
53
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
3) The summarized financial information of Alpha:
| January 1, | ||
|---|---|---|
| 2020 to July | ||
| 22, 2020 | ||
| Net sales | $ | 15,729,959 |
| Net income | $ | 194,799 |
| Other comprehensive loss | (58,557) | |
| Total comprehensive income | $ | 136,242 |
| Total comprehensive income attributable to non-controlling interests of | ||
| Alpha | $ | 53,105 |
| Total comprehensive income attributable to shareholders of Alpha | $ | 83,137 |
| 2020 | ||
| The Group’s share of equity of associates at January 1 | $ | 2,564,115 |
| Increase in investments | 86,463 | |
| Net income attributable to the Group | 21,204 | |
| Other comprehensive loss attributable to the Group | (10,761) | |
| Capital surplus attributable to the Group | (161,064) | |
| Dividend received from associates | (56,841) | |
| Reclassification to consolidated entities | (2,443,116) | |
| The carrying amount of investments in the associates at December 31 | $ | - |
4) Aggregate financial information of associates that were not individually material to the Group was summarized as follows. The financial information was included in the Group's consolidated financial statements.
| Group's consolidated financial statements. | |||||
|---|---|---|---|---|---|
| December | 31, | December 31, | |||
| 2021 | 2020 | ||||
| The aggregate carrying amount of associates that were | |||||
| not individually material to the Group | $ | 1,502,552 | 1,212,493 | ||
| 2021 | 2020 | ||||
| Attributable to the Group: | |||||
| Net income | $ | 55,040 | 5,729 | ||
| Other comprehensive loss | (15,573) | (12,680) | |||
| Total comprehensive income (loss) | $ | 39,467 | (6,951) |
(Continued)
54
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(ii) Joint venture
Aggregate financial information of joint ventures that were not individually material to the Group was summarized as follows. The financial information was included in the Group’ s consolidated financial statement:
| consolidated financial statement: | ||||
|---|---|---|---|---|
| The aggregate carrying amount of joint ventures that were not individually material to the Group Attributable to the Group: Net income Other comprehensive income Total comprehensive income |
December 31, 2021 December 31, 2020 $ 31,116 29,955 2021 2020 $ 1,792 4,151 175 129 $ 1,967 4,280 |
December 31, 2020 |
||
| $ | 29,955 | |||
| 2020 | ||||
| 4,151 129 |
||||
| 4,280 |
- (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 subsidiary by DIC DIVA Laboratories. Ltd. (“DIVA”)
1) Consideration transferred
On October 27, 2021 (the acquisition date), DIC invested in DIVA for a cash consideration of $625,680, wherein it obtained 35.55% ownership of DIVA. The management considered the relative percentage of ownership, and the dispersion of ownership by the other stockholders and concluded that DIC has power to direct the operating relevant activities of DIVA, resulting in DIC to obtain control of DIVA. Thereafter, DIVA has been included in the Group’s consolidated entities.
The acquisition of DIVA is to enhance the capability of vertical integration, strengthen the ability to penetrate into the display market, and serve the needs of medical customers.
(Continued)
55
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- 2) Identifiable net assets acquired in a business combination
On October 27, 2021 (the acquisition date), the fair value of identifiable assets acquired and liabilities assumed from the acquisition was as follows:
| Consideration transferred: | ||||
|---|---|---|---|---|
| Cash | $ | 625,680 | ||
| Less: Dividends receivable from acquisition | (5,423) | |||
| Add: Non-controlling interests (measured at non-controlling | ||||
| interest’s proportionate share of the fair value of | ||||
| DIVA’s identifiable net assets) | 825,767 | |||
| Less: identifiable net assets acquired at fair value: | ||||
| Cash and cash equivalents | $ | 314,312 | ||
| Notes and accounts receivable, net | 203,977 | |||
| Other receivables | 16,462 | |||
| Other financial assets | 706 | |||
| Inventories | 337,669 | |||
| Prepayments and other current assets | 26,723 | |||
| Financial assets at fair value through other | ||||
| comprehensive income | 4,206 | |||
| Investments accounted for using the equity method | 27,541 | |||
| Property, plant and equipment | 468,565 | |||
| Right-of-use assets | 428 | |||
| Intangible assets-trademarks | 107,376 | |||
| Intangible assets-computer software | 2,284 | |||
| Deferred income tax assets | 35,069 | |||
| Other non-current assets | 2,974 | |||
| Contract liabilities | (5,935) | |||
| Accounts payable | (98,335) | |||
| Other payables | (81,176) | |||
| Current tax liabilities | (5,593) | |||
| Provisions | (6,505) | |||
| Other current liabilities | (18,680) | |||
| Lease liabilities (including current and non-current) | (432) | |||
| Deferred income tax liabilities | (49,888) | |||
| Other non-current liabilities | (514) | 1,281,234 | ||
| Goodwill | $ | 164,790 |
The fair value of the abovementioned assets and liabilities was the provisional amount and will be finalized until the completion of valuation.
(Continued)
56
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
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 provisional amounts, or any additional liability provisions existed as at the acquisition date, the acquisition accounting will be revised.
- 3) Intangible assets
- Intangible assets trademarks are amortized on a straight-line basis over the estimated future economic useful life of 5 to10 years.
Goodwill arising from the acquisition of DIVA is due to the control premium, the synergies of the business combination, future market development and value of assembled workforce, neither of which qualifies as an identifiable intangible asset.
- 4) Pro forma information
From the acquisition date to December 31, 2021, DIVA had contributed the revenue of $124,970 and the net loss of $(2,636) to the Group. If this acquisition had occurred on January 1, 2021, the management estimates that consolidated revenue would have been $226,548,077, and consolidated income after income tax would have been $10,492,067.
-
-
-
(ii) Acquisition of subsidiary by DFI Brainstorm Corporation (“Brainstorm”)
-
1) Consideration transferred
On May 1, 2021 (the acquisition date), DFI acquired 35.09% equity ownership of Brainstorm. According to the stock purchase agreement and Articles of Incorporation of Brainstorm, DFI obtained 55.29% of voting rights of Brainstorm and owned more than half of Brainstorm's total number of directors, resulting in DFI to obtain control over Brainstorm. Thereafter, Brainstorm has been included in the Group's consolidated entities.
The acquisition of Brainstorm is to implement its channel-first strategy and accelerate its development in the U.S. market.
(Continued)
57
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- 2) Identifiable net assets acquired in a business combination
On May 1, 2021 (the acquisition date), the fair value of identifiable assets acquired and liabilities assumed from the acquisition was as follows:
Consideration transferred:
| Consideration transferred: | |||
|---|---|---|---|
| Cash | $ | 501,582 | |
| Add: Non-controlling interests (measured at non-controlling | |||
| interest’s proportionate share of the fair value of | |||
| Brainstorm’s identifiable net assets) | 641,433 | ||
| Less: identifiable net assets acquired at fair value: | |||
| Cash and cash equivalents | $ | 460,381 | |
| Notes and accounts receivable, net | 191,888 | ||
| Inventories | 803,582 | ||
| Prepayments and other current assets | 4,613 | ||
| Property, plant and equipment | 7,026 | ||
| Right-of-use assets | 51,212 | ||
| Intangible assets-trademarks | 562,692 | ||
| Intangible assets-computer software | 129 | ||
| Other non-current assets | 4,573 | ||
| Accounts payable | (784,344) | ||
| Other payables | (143,260) | ||
| Current tax liabilities | (2,055) | ||
| Other current liabilities | (311) | ||
| Lease liabilities (including current and non-current) | (51,212) | ||
| Deferred income tax liabilities | (112,538) | ||
| Long-term debt | (4,187) | 988,189 | |
| Goodwill | $ | 154,826 |
The fair value of the abovementioned assets and liabilities was the provisional amount and will be finalized until the completion of 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 provisional amounts, or any additional liability provisions existed as at the acquisition date, the acquisition accounting will be revised.
(Continued)
58
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
3) Intangible assets
- Intangible assets trademarks are amortized on a straight-line basis over the estimated future economic useful life of 10 years.
Goodwill arising from the acquisition of Brainstorm is due to the profitability, control premium over Brainstorm, the synergies of the business combination, future U.S. market development and value of assembled workforce. 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, 2021, Brainstorm had contributed the revenue of $4,336,531 and the net income of $100,816 to the Group. If this acquisition had occurred on January 1, 2021, the management estimates that consolidated revenue would have been $228,323,251, and consolidated income after income tax would have been $10,585,247.
-
-
-
(iii)Acquisition of subsidiaries by Simula Action Star Technology Co., Ltd. (“AST”)
1) Consideration transferred
On April 12, 2021 (the acquisition date), Simula invested in AST for a cash consideration of $983,857, wherein it obtained 59.35% ownership of AST. In addition, Simula owned more than half of AST's total number of directors, resulting in Simula to obtain control over AST. Thereafter, AST has been included in the Group's consolidated entities. The acquisition of AST is to enhance the capability of vertical integration and strengthen the Group's ability to penetrate into the smart connector solution market and serve the needs of customers in terms of smart enterprise, medical care, and automotive industry.
(Continued)
59
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- 2) Identifiable net assets acquired in a business combination
On April 12, 2021 (the acquisition date), the fair value of identifiable assets acquired and liabilities assumed from the acquisition was as follows:
Consideration transferred:
| Consideration transferred: | ||||
|---|---|---|---|---|
| Cash | $ | 983,857 | ||
| Add: Non-controlling interests (measured at non-controlling | ||||
| interest’s proportionate share of fair value of AST’s | ||||
| identifiable net assets) | 622,503 | |||
| Less: identifiable net assets acquired at fair value: | ||||
| Cash and cash equivalents | $ | 263,113 | ||
| Notes and accounts receivable, net | 304,033 | |||
| Other receivables | 9,052 | |||
| Inventories | 446,515 | |||
| Other current assets | 20,390 | |||
| Other financial assets-current | 221,754 | |||
| Property, plant and equipment | 531,417 | |||
| Right-of-use assets | 488 | |||
| Intangible assets-customer relationships | 115,236 | |||
| Intangible assets-computer software | 1,324 | |||
| Intangible assets-expertise | 356,326 | |||
| Other non-current assets | 7,854 | |||
| Short-term borrowings | (230,400) | |||
| Notes and accounts payable | (345,077) | |||
| Contract liabilities | (4,177) | |||
| Other payables | (18,067) | |||
| Other current liabilities | (27,598) | |||
| Current portion of long-term debt | (11,340) | |||
| Long-term debt | (108,400) | |||
| Deferred income tax liabilities | (702) | |||
| Lease liabilities | (474) | |||
| Other non-current liabilities | (2) | 1,531,265 | ||
| Goodwill | $ | 75,095 |
The fair value of the abovementioned assets and liabilities was the provisional amount and will be finalized until the completion of valuation.
(Continued)
60
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
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 provisional amounts, or any additional liability provisions existed as at the acquisition date, the acquisition accounting will be revised.
3) Intangible assets
Goodwill arising from the acquisition of AST 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.
4) Pro forma information
From the acquisition date to December 31, 2021, AST had contributed the revenue of $1,655,751 and the net income of $83,647 to the Group. If this acquisition had occurred on January 1, 2021, the management estimates that consolidated revenue would have been $226,317,828, and consolidated income after income tax would have been $10,481,973.
-
-
-
(iv)Acquisition of subsidiaries by Sysage STATINC and AdvancedTEK
1) Consideration transferred
On February 4, 2021, Sysage invested in Statinc for a cash consideration of $70,023 and contingent consideration of $23,298, wherein it obtained 35.01% of voting shares of Statinc. In addition, Sysage became the largest shareholder and owned more than half of Statinc's total number of directors, resulting in Sysage to obtain control over Statinc. Thereafter, Statinc has been included in the Group's consolidated entities.
The Group previously held 34.09% ownership and was the largest shareholder of AdvancedTEK. On January 4, 2021, the Group obtained letters of support signed by shareholders, who represent 20.36% ownership of AdvancedTEK, authorizing the Group to direct AdvancedTEK's significant operating activities and to obtain more than half of the total number of Directors of the Board of AdvancedTEK. Therefore, the Group obtained control over AdvancedTEK and its subsidiaries. Thereafter, AdvancedTEK had been included in the Group’ s consolidated entities.
(Continued)
61
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- 2) Identifiable net assets acquired in a business combination
The fair value of identifiable assets acquired and liabilities assumed from the abovementioned subsidiaries' acquisition was as follows:
Consideration transferred:
| Consideration transferred: | ||||
|---|---|---|---|---|
| Cash | $ | 70,023 | ||
| Non-controlling interests (measured at non-controlling | ||||
| interest’s proportionate share of fair value of identifiable | ||||
| net assets) | 119,701 | |||
| Fair value of contingent consideration | 23,298 | |||
| Fair value of pre-existing interest in the acquiree | 32,120 | |||
| Less: identifiable net assets acquired at fair value: | ||||
| Cash and cash equivalents | $ | 130,454 | ||
| Notes and accounts receivable, net | 56,273 | |||
| Other current assets | 28,339 | |||
| Property, plant and equipment | 1,686 | |||
| Right-of-use assets | 22,860 | |||
| Intangible assets-patent | 2,317 | |||
| Intangible assets-trademarks | 3,201 | |||
| Intangible assets-customer relationship | 1,827 | |||
| Intangible assets-computer software | 43 | |||
| Intangible assets-others | 27,872 | |||
| Deferred income tax assets | 1,849 | |||
| Other non-current assets | 19,732 | |||
| Contract liabilities-current | (35,974) | |||
| Short-term borrowings | (6,000) | |||
| Notes and accounts payable | (12,103) | |||
| Other payables | (23,662) | |||
| Lease liabilities-current | (7,129) | |||
| Other current liabilities | (5,275) | |||
| Lease liabilities-non-current | (15,884) | |||
| Other non-current liabilities | (1,402) | 189,024 | ||
| Goodwill | $ | 56,118 |
(Continued)
62
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
3) Intangible assets
Intangible assets included customer relationship, trademarks, patent, and others, which are amortized on a straight-line basis over the estimated future economic useful life of 5.9, 10, 10, and 10 years, respectively.
Goodwill arising from the acquisition is due to the control premium, the synergies of the business combination, the profitability, future market development and value of assembled 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, 2021, the subsidiaries acquired by Sysage had contributed the revenue of $289,279 and the net loss of $14,534 to the Group. If this acquisition had occurred on January 1, 2021, the management estimates that consolidated revenue would have been $225,961,154, and consolidated income after income tax would have been $10,479,290.
-
-
-
(v)Acquisition of subsidiaries Golden Spirit Co., Ltd and its subsidiaries
1) Consideration transferred
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)
63
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 fair value of identifiable assets acquired and liabilities assumed from the acquisition was 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 | 36,610 | |||
| Other financial assets-current | 4,288 | |||
| Financial assets at fair value through other | ||||
| comprehensive income-non-current | 2,960 | |||
| Property, plant and equipment | 545,568 | |||
| Right-of-use assets | 45,633 | |||
| Intangible assets-trademarks | 69,156 | |||
| Intangible assets-computer software | 1,921 | |||
| Intangible assets-customer relationships | 1,176 | |||
| Intangible assets-agency | 2,843 | |||
| 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 payables | (30,927) | |||
| Other current liabilities | (27,572) | |||
| Current portion of long-term debt | (37,148) | |||
| Long-term debt | (191,885) | |||
| Deferred income tax liabilities | (13,657) | |||
| Lease liabilities | (48,331) | |||
| Other non-current liabilities | (9,761) | |||
| Non-controlling interests | (87,034) | 241,488 | ||
| Goodwill | $ | 12,512 |
(Continued)
64
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
The Group continuously reviews the abovementioned items during the measurement period. The adjustments on the abovementioned intangible assets and goodwill on April 12, 2021 were as follows:
| 12, 2021 were as follows: | ||
|---|---|---|
| Decrease in other current assets | $ | (8,900) |
| Increase in property, plant and equipment | 4,009 | |
| Increase in intangible assets-trademarks | 9,156 | |
| Increase in intangible assets-customer relationship | 1,176 | |
| Increase in intangible assets-agency | 2,843 | |
| Increase in deferred income tax liabilities | (1,657) | |
| Increase in other current liabilities | (1,494) | |
| Increase in goodwill | $ | 5,133 |
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, customer relationships and agency are amortized on a straight-line basis over the estimated future economic useful life of 10 years, 10.69 years and 6.93 years, respectively.
- (vi) Acquisition of subsidiaries Simula Technology Inc. and its subsidiaries
1) Consideration transferred
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 than 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)
65
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 fair value of identifiable assets acquired and liabilities assumed from the acquisition was 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 receivables | 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 payables | (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)
66
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.
-
-
-
(vii) Acquisition of subsidiaries Alpha Networks Inc. and its subsidiaries
1) Consideration transferred
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)
67
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 fair value of identifiable assets acquired and liabilities assumed from the acquisition was as follows:
Consideration transferred: Cash $ 3,092,150 Add: fair value of pre-existing 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 assets—current 10,874 Other current assets 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 assets 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 assets—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 payables (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) Non-controlling interests (2,986,676) 10,980,727 Goodwill $ 1,541,234
(Continued)
68
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 $676,979 in other gains and losses, net.
- 3) Intangible assets
Goodwill arising from the acquisition of Alpha and its subsidiaries is due to their profitability, 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.
(viii) Change in ownership interest in subsidiaries without losing control
In March 2021, the Group increased its investments in Sysage for cash of $1,387,856 through public tender offer, resulting in the Group’ s ownership interest in Sysage to increase to 51.41%. In addition, in 2021, the Group acquired additional ownerships of ACE, AEWIN, K2SH and Alpha for total cash considerations of $581,600.
In 2021, the Group disposed part of ownership of Simula for cash of $5,216, which did not result in the loss of the Group’s control over Simula.
In 2020, the Group acquired an additional ownership of Alpha, Interactive Digital, ESM, ACE, DIC, Topview, AEWIN, Ginnet, Epic Cloud and BDT for total cash considerations of $3,232,988.
Please refer to note 4(b) for the related changes in the percentage of ownership.
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 of subsidiaries Retained earnings |
2021 $ 8,369 - (635,587) $ (627,218) |
2020 (47,428) (168,911) (732,682) (949,021) |
|---|---|---|
(Continued)
69
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(ix) Loss of control in subsidiary
On February 26, 2021, the Chairman of Sysage approved to dispose the entire ownership of Neo Trend. The contract of sale of share had been signed at a disposal price of $50,000, wherein the gain on disposal of $20,696 was recorded as other gains and losses, net. All disposal related matters had been completed, resulting in the Group to lose control over Neo Trend. The relevant details are as follows:
1) Consideration received
| Total consideration received | $ | 50,000 |
|---|---|---|
| Expenditure associated with consideration received | (150) | |
| Net consideration received | $ | 49,850 |
| Identifiable net assets of NEO TREND | ||
| Cash and cash equivalents | $ | 3,604 |
| Financial assets at fair value through profit or loss-current | 23,017 | |
| Notes and accounts receivable, net | 29 | |
| Inventories | 50 | |
| Other current assets | 1,221 | |
| Right-of-use assets | 20,809 | |
| Other non-current assets | 1,837 | |
| Notes and accounts payable | (108) | |
| Accrued expenses | (3,860) | |
| Lease liabilities—current | (4,065) | |
| Lease liabilities—non-current | (13,380) | |
| $ | 29,154 |
-
2) Identifiable net assets of NEO TREND
-
(x) 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, 2021 December 31, 2020 % 56.44 % 56.44 % 29.95 % 29.95 % 44.91 % 44.91 % 48.59 % 64.96 % 40.02 % 40.13 |
|---|---|
(Continued)
70
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
The summarized financial information of subsidiaries were as follows, the information was prepared in accordance with Taiwan-IFRSs. The fair value adjustments made during the acquisition as at the acquisition date were included in these information. Intra-group transactions were not eliminated in this information:
- 1) The summarized financial information of BMC:
| December 31, December 31, |
December 31, December 31, |
December 31, December 31, |
||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Current assets | $ | 6,714,324 | 5,552,093 | |
| Non-current assets | 5,795,604 | 5,507,358 | ||
| Current liabilities | (5,794,518) | (4,970,859) | ||
| Non-current liabilities | (1,558,807) | (1,765,817) | ||
| Net assets | $ | 5,156,603 | 4,322,775 | |
| The carrying amount of non-controlling interests | $ | 2,959,865 | 2,439,936 | |
| 2021 | 2020 | |||
| Net sales | $ | 16,481,686 | 15,049,948 | |
| Net income | $ | 969,527 | 395,973 | |
| Other comprehensive income (loss) | (20,909) | (49,638) | ||
| Total comprehensive income | $ | 948,618 | 346,335 | |
| Net income attributable to non-controlling interests | $ | 546,343 | 223,494 | |
| Total comprehensive income attributable to non- | ||||
| controlling interests | $ | 535,182 | 195,477 | |
| 2021 | 2020 | |||
| Cash flow from operating activities | $ | 1,012,949 | 1,103,302 | |
| Cash flow from investing activities | (645,769) | (662,230) | ||
| Cash flow from financing activities | (213,187) | (522,306) | ||
| Effects of foreign exchange rate changes | (24,109) | 33,223 | ||
| Net increase (decrease) in cash and cash equivalents | $ | 129,884 | (48,011) | |
| Cash dividends paid to non-controlling interests | $ | 126,690 | 90,493 |
- 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, 2021 $ 2,618,794 8,195,660 (4,958,008) (737,050) $ 5,119,396 $ 1,555,943 |
December 31, 2020 2,399,340 8,055,836 (3,952,233) (2,607,564) 3,895,379 1,184,330 |
|---|---|---|
(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 3) The summarized financial information of DFI: |
2021 $ 9,516,121 $ 1,207,221 119,976 $ 1,327,197 $ 361,563 $ 363,859 2021 $ 2,660,609 (914,941) (1,308,399) (31,038) $ 406,231 $ - |
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) - |
|---|---|---|
| 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 loss 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 decrease in cash and cash equivalents Cash dividends paid to non-controlling interests |
December 31, 2021 $ 8,391,838 6,376,407 (4,540,899) (2,447,686) $ 7,779,660 $ 4,201,540 2021 $ 13,211,276 $ 298,673 (42,113) $ 256,560 $ 227,174 $ 207,335 2021 $ (1,053,315) (534,928) 1,246,130 (58,342) $ (400,455) $ 154,230 |
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 2020 502,634 29,916 (634,275) (21,373) (123,098) 257,050 (Continued) |
|---|---|---|
72
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- 4) 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 loss 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, 2021 $ 6,463,615 2,853,558 (3,442,450) (649,306) $ 5,225,417 $ 2,555,245 2021 $ 11,952,834 $ 590,931 (31,179) $ 559,752 $ 333,882 $ 318,762 2021 $ (195,003) 147,842 (42,454) (21,519) $ (111,134) $ 228,790 |
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 2020 605,078 (274,063) (295,578) - 35,437 367,072 |
|---|---|---|
(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 (loss) 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 decrease in cash and cash equivalents Cash dividends paid to non-controlling interests |
December 31, 2021 $ 18,700,222 9,519,318 (11,583,515) (949,295) $ 15,686,730 $ 7,436,189 2021 $ 27,862,336 $ 383,209 (13,320) $ 369,889 $ 217,131 $ 207,702 2021 $ (899,109) (697,643) 381,410 3,388 $ (1,211,954) $ 216,772 |
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 July 23, 2020 to December 31, 2020 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, 2021 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, 2021 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 Accumulated depreciation and impairment loss: Balance at January 1, 2021 Depreciation Acquisition through business combination Disposals Reclassification to non-current assets held for sale Other reclassification and effect of exchange rate changes Balance at December 31, 2021 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 $ 6,437,888 268,765 408,625 - (590,795) (31,822) (80,231) $ 6,412,430 $ 5,682,857 6,586 988,074 - (163,057) (9,763) (66,809) $ 6,437,888 $ - - - - - - $ - $ - - - - - - - $ - |
Buildings 26,766,386 1,234,986 602,484 (39,519) (181,873) - 1,064,745 29,447,209 21,306,465 1,040,122 4,456,724 (24,344) (307,511) (3,976) 298,906 26,766,386 11,874,445 1,037,922 107,335 (28,714) (89,680) (40,651) 12,860,657 9,586,415 833,809 1,917,784 (24,042) (351,287) (709) (87,525) 11,874,445 |
Machinery 19,425,297 2,057,150 260,744 (873,349) (8,253) - 196,150 21,057,739 15,914,940 1,467,671 2,806,125 (871,120) - - 107,681 19,425,297 13,561,891 1,563,600 169,244 (738,509) (5,548) (104,253) 14,446,425 11,229,958 1,260,998 1,985,724 (750,357) - - (164,432) 13,561,891 |
Other equipment 5,844,304 1,953,488 95,369 (699,916) (13,677) - (699,359) 6,480,209 4,615,020 1,101,214 1,183,627 (225,892) (13,574) - (816,091) 5,844,304 3,958,946 457,471 64,008 (419,617) (5,665) (82,976) 3,972,167 3,132,073 442,557 605,491 (209,139) (4,259) - (7,777) 3,958,946 |
Construction in progress 1,109,635 974,548 1,700 - (229,710) - (937,470) 918,703 345,142 1,101,703 561,539 - - - (898,749) 1,109,635 - - - - - - - - - - - - - - - |
Total 59,583,510 6,488,937 1,368,922 (1,612,784) (1,024,308) (31,822) (456,165) 64,316,290 47,864,424 4,717,296 9,996,089 (1,121,356) (484,142) (13,739) (1,375,062) 59,583,510 29,395,282 3,058,993 340,587 (1,186,840) (100,893) (227,880) 31,279,249 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
| Carrying amount: Balance at December 31, 2021 Balance at December 31, 2020 |
Land $ 6,412,430 $ 6,437,888 |
Buildings 16,586,552 14,891,941 |
Machinery 6,611,314 5,863,406 |
Other equipment 2,508,042 1,885,358 |
Construction in progress 918,703 1,109,635 |
Total |
|---|---|---|---|---|---|---|
| 33,037,041 | ||||||
| 30,188,228 |
- (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, 2021 Additions Acquisition through business combination Derecognition of subsidiaries Decrease Reclassification to non-current assets held for sale Other reclassification and effect of exchange rate changes Balance at December 31, 2021 Balance at January 1, 2020 Additions Acquisition through business combination Reclassification to non-current assets held for sale Reclassification to investment property Decrease Reclassification from other non-current assets Other reclassification and effect of exchange rate changes Balance at December 31, 2020 |
Land $ 4,087,827 159,596 - - - (10,429) 83,263 $ 4,320,257 $ 2,285,678 - 1,282,610 - - - 598,198 (78,659) $ 4,087,827 |
Buildings 2,719,463 290,559 86,216 (24,416) (208,481) - (176,934) 2,686,407 2,973,814 235,732 151,056 (40,501) (403,147) (166,344) - (31,147) 2,719,463 |
Transportation equipment 37,771 18,172 5,327 - (16,476) - 18,187 62,981 36,861 9,954 9,555 - - (7,635) - (10,964) 37,771 |
Total 6,845,061 468,327 91,543 (24,416) (224,957) (10,429) (75,484) 7,069,645 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
| Land Buildings Accumulated depreciation: Balance at January 1, 2021 $ 814,397 1,304,033 Depreciation 110,200 442,596 Acquisition through business combination - 12,245 Derecognition of subsidiaries - (3,607) Reclassification to non-current assets held for sale (716) - Decrease - (190,443) Other reclassification and effect of exchange rate changes 40,602 (103,512) Balance at December 31, 2021 $ 964,483 1,461,312 Balance at January 1, 2020 $ 723,385 1,050,396 Depreciation 65,471 412,819 Acquisition through business combination 69,607 69,312 Reclassification to non-current assets held for sale - (6,871) Reclassification to investment property - (99,162) Decrease - (166,344) Other reclassification and effect of exchange rate changes (44,066) 43,883 Balance at December 31, 2020 $ 814,397 1,304,033 Carrying amount: Balance at December 31, 2021 $ 3,355,774 1,225,095 Balance at December 31, 2020 $ 3,273,430 1,415,430 (l) Investment property Buildings Cost: Balance at January 1, 2021 $ 4,236,357 Reclassification from property, plant and equipment - Other reclassification and effect of exchange rate changes (125,223) Balance at December 31, 2021 $ 4,111,134 Balance at January 1, 2020 $ 3,805,911 Additions 6,148 Reclassification from right-of-use assets 403,147 Reclassification from property, plant and equipment 3,976 Disposals (1,700) Other reclassification and effect of exchange rate changes 18,875 Balance at December 31, 2020 $ 4,236,357 |
Land Buildings Accumulated depreciation: Balance at January 1, 2021 $ 814,397 1,304,033 Depreciation 110,200 442,596 Acquisition through business combination - 12,245 Derecognition of subsidiaries - (3,607) Reclassification to non-current assets held for sale (716) - Decrease - (190,443) Other reclassification and effect of exchange rate changes 40,602 (103,512) Balance at December 31, 2021 $ 964,483 1,461,312 Balance at January 1, 2020 $ 723,385 1,050,396 Depreciation 65,471 412,819 Acquisition through business combination 69,607 69,312 Reclassification to non-current assets held for sale - (6,871) Reclassification to investment property - (99,162) Decrease - (166,344) Other reclassification and effect of exchange rate changes (44,066) 43,883 Balance at December 31, 2020 $ 814,397 1,304,033 Carrying amount: Balance at December 31, 2021 $ 3,355,774 1,225,095 Balance at December 31, 2020 $ 3,273,430 1,415,430 (l) Investment property Buildings Cost: Balance at January 1, 2021 $ 4,236,357 Reclassification from property, plant and equipment - Other reclassification and effect of exchange rate changes (125,223) Balance at December 31, 2021 $ 4,111,134 Balance at January 1, 2020 $ 3,805,911 Additions 6,148 Reclassification from right-of-use assets 403,147 Reclassification from property, plant and equipment 3,976 Disposals (1,700) Other reclassification and effect of exchange rate changes 18,875 Balance at December 31, 2020 $ 4,236,357 |
Transportation equipment Total 20,075 2,138,505 18,067 570,863 214 12,459 - (3,607) - (716) (15,845) (206,288) 7,456 (55,454) 29,967 2,455,762 20,036 1,793,817 11,441 489,731 2,318 141,237 - (6,871) - (99,162) (7,635) (173,979) (6,085) (6,268) 20,075 2,138,505 33,014 4,613,883 17,696 4,706,556 Land use rights Total 804,367 5,040,724 31,822 31,822 103,689 (21,534) 939,878 5,051,012 795,078 4,600,989 - 6,148 - 403,147 9,763 13,739 - (1,700) (474) 18,401 804,367 5,040,724 |
|---|---|---|
| Land use rights 804,367 31,822 103,689 939,878 795,078 - - 9,763 - (474) 804,367 |
||
(Continued)
77
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Accumulated depreciation: Balance at January 1, 2021 Depreciation Other reclassification and effect of exchange rate changes Balance at December 31, 2021 Balance at January 1, 2020 Depreciation Reclassification from property, plant and equipment Reclassification from right-of-use assets Disposals Other reclassification and effect of exchange rate changes Balance at December 31, 2020 Carrying amount: Balance at December 31, 2021 Balance at December 31, 2020 Fair value: Balance at December 31, 2021 Balance at December 31, 2020 |
Buildings $ 1,258,277 157,215 (11,604) $ 1,403,888 $ 991,741 189,113 709 99,162 (1,700) (20,748) $ 1,258,277 $ 2,707,247 $ 2,978,080 |
Land use rights Total 221,417 1,479,694 16,042 173,257 1,380 (10,224) 238,839 1,642,727 205,136 1,196,877 15,751 204,864 - 709 - 99,162 - (1,700) 530 (20,218) 221,417 1,479,694 701,038 3,408,285 582,950 3,561,030 $ 13,005,690 $ 13,783,071 |
|---|---|---|
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 through both the income approach and the comparative approach by an independent appraisal company or 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 the 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.
(Continued)
78
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(m) Intangible assets
| Goodwill Costs: Balance at January 1, 2021 $ 5,281,296 Addition - Acquisition through business combination 483,091 Disposal - Other reclassification and effect of exchange rate changes (2,611) Balance at December 31, 2021 $ 5,761,776 Balance at January 1, 2020 $ 2,980,359 Addition - Acquisition through business combination 2,359,134 Disposal - Other reclassification and effect of exchange rate changes (58,197) Balance at December 31, 2020 $ 5,281,296 Accumulated amortization and impairment loss: Balance at January 1, 2021 $ 10,144 Amortization - Disposal - Acquisition through business combination - Other reclassification and effect of exchange rate changes - Balance at December 31, 2021 $ 10,144 Balance at January 1, 2020 $ 3,792 Amortization - Disposal - Acquisition through business combination - Impairment loss 6,585 Other reclassification and effect of exchange rate changes (233) Balance at December 31, 2020 $ 10,144 Carrying amount: Balance at December 31, 2021 $ 5,751,632 Balance at December 31, 2020 $ 5,271,152 |
Computer software 1,020,811 496,731 49,066 (57,431) (6,800) 1,502,377 597,622 180,975 246,322 (13,108) 9,000 1,020,811 802,730 216,942 (57,431) 45,168 3,006 1,010,415 489,590 139,117 (13,108) 184,348 - 2,783 802,730 491,962 218,081 |
Patents 853,870 - 117,256 (24) (1,055) 970,047 73,732 - 783,055 - (2,917) 853,870 123,716 166,953 (24) 7,290 (832) 297,103 52,602 72,797 - 314 - (1,997) 123,716 672,944 730,154 |
Trademarks 1,506,189 - 565,943 (6) 8,943 2,081,069 1,203,307 - 303,164 - (282) 1,506,189 457,862 183,661 (6) 33 (33) 641,517 307,805 136,696 - 13,409 - (48) 457,862 1,439,552 1,048,327 |
Customer relationships 2,056,637 - 151,988 - 25,275 2,233,900 1,370,023 - 607,208 - 79,406 2,056,637 572,278 231,700 - - (2,823) 801,155 349,384 195,927 - 25,728 - 1,239 572,278 1,432,745 1,484,359 |
Others 646,099 117,975 460,545 (24,838) (17,101) 1,182,680 183,013 51,502 470,266 (33,216) (25,466) 646,099 279,277 186,950 (24,838) 12,591 (21,252) 432,728 135,772 76,432 (33,216) 122,369 - (22,080) 279,277 749,952 366,822 |
Total 11,364,902 614,706 1,827,889 (82,299) 6,651 |
|---|---|---|---|---|---|---|
| 13,731,849 | ||||||
| 6,408,056 232,477 4,769,149 (46,324) 1,544 |
||||||
| 11,364,902 | ||||||
| 2,246,007 986,206 (82,299) 65,082 (21,934) |
||||||
| 3,193,062 | ||||||
| 1,338,945 620,969 (46,324) 346,168 6,585 (20,336) |
||||||
| 2,246,007 | ||||||
| 10,538,787 | ||||||
| 9,118,895 |
(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 |
2021 $ 63,198 $ 923,008 |
2020 |
|---|---|---|
| 74,139 | ||
| 546,830 |
(Continued)
79
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(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, 2021 and 2020 were as follows:
| Alpha DFI PTT Other CGUs without significant goodwill |
December 31, 2021 $ 1,730,813 1,427,555 810,579 1,782,685 $ 5,751,632 |
December 31, 2020 |
|---|---|---|
| 1,730,813 1,427,555 924,757 1,188,027 |
||
| 5,271,152 |
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, except for the CGU of PTSE and PTME, to which impairment loss of $5,085 and $1,500, was recognized respectively, the recoverable amount of other CGUs 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: Revenue growth rate Discount rates DFI: Revenue growth rate Discount rates PTT: Revenue growth rate Discount rates |
December 31, 2021 December 31, 2020 4%~15% 4%~15% 17.46% 16.98% December 31, 2021 December 31, 2020 7%~20% 16%~24% 13.51% 17.17% December 31, 2021 December 31, 2020 7%~13% -5%~6% 13.24% 13.92% |
|---|---|
(Continued)
80
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
-
1) The cash flow projections were based on future financial budgets, covering a period of 5 years, approved by management. Cash flows beyond that 5-year period have been extrapolated using 1% to 3.58% 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:
| December 31, 2021 Unsecured bank loans $ 23,981,166 Secured bank loans 313,856 $ 24,295,022 Unused credit facilities $ 70,387,923 Interest rate 0.18%~4.25% |
December 31, 2020 |
|---|---|
| 20,847,734 284,196 |
|
| 21,131,930 | |
| 56,994,411 | |
| 0.18%~4.2% |
-
(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
| December 31, 2021 Unsecured bank loans $ 24,490,080 Secured bank loans 2,927,130 Less: current portion of long-term debt (714,857) Long-term debt $ 26,702,353 Unused credit facilities $ 25,957,471 Interest rate 0.8%~3.85% Maturity year 2021~ 2030 |
December 31, 2020 17,840,802 5,062,533 (536,537) 22,366,798 19,213,412 1.05%~4.60% 2021~ 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 ranged from 0.63% to 0.8128%. As of December 31, 2021, the related loan amount was $2,857,904. The estimated fair value of the loan was $2,807,579, using the prevailing market interest rate ranged from 1.05% to 1.30%. The difference of $50,325 was regarded as government grant and was recognized as deferred income. For the year ended December 31, 2021, the deferred income of $13,040 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 during the amendment period would not be considered a default.
Furthermore, 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 ended December 31, 2021 and 2020, the Company’s and QLLB’s and BMC’s financial ratio was in compliance with the syndicated loan agreement.
(p) Bonds payable
The details of Interactive Digital's unsecured convertible corporate bonds were as follows:
| Total convertible corporate bonds issued Unamortized bond discount Cumulative converted amount Bonds payable Embedded derivative – call and put options, included in financial assets (liabilities) at fair value through profit or loss |
December 31, 2021 $ 600,000 (7,229) (131,300) $ 461,471 $ - |
December 31, 2020 600,000 (17,393) (56,100) 526,507 543 |
|---|---|---|
(Continued)
82
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
As of December 31, 2021, the above convertible corporate bonds have been converted into 1,811 thousand shares of Interactive Digital’s common stock.
In response to future operational needs, Interactive Digital purchased office buildings and warehouses. The issuance of unsecured convertible corporate bonds was approved by the Financial Supervisory Commission of the Republic of China on November 6, 2019. The related conditions are as follows:
Par value $600,000 Issued date November 22, 2019 Coupon rate 0% Issued period November 22, 2019 to November 22, 2022 Redemption at maturity 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 shall redeem the outstanding bonds at par value.
-
2.If the balance of the outstanding bonds is less than $60,000 from 3 months after the issuance of the bonds to 40th day before maturity, Digital Interactive shall 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 redeem 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 agency of Interactive Digital to convert the bond to ordinary shares from the 3 months after issuance to maturity date, except during the period in which the transfer is suspended by laws.
Conversion price The conversion price was set at $ 78.5 (New Taiwan Dollars) at the time of issuance. Starting July 27, 2020, the conversion price had been adjusted to $72.5 (New Taiwan Dollars). Starting August 30, 2021, the conversion price had been adjusted to $67 (New Taiwan Dollars).
(Continued)
83
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(q) Lease liabilities
The Carrying amount of lease liabilities were as follows:
| The Carrying amount of lease liabilities were as follows: | ||
|---|---|---|
| Current Non-current Please refer to note 6(ac) for the maturity analysis. |
December 31, 2021 $ 466,245 $ 1,524,736 |
December 31, 2020 |
| 455,040 | ||
| 1,565,596 | ||
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 |
2021 $ 123,555 $ 46,292 $ 40,655 |
2020 |
|---|---|---|
| 82,978 | ||
| 46,079 | ||
| 40,763 |
The amounts recognized in the statement of cash flows for the Group were as follows:
| Total cash outflow for leases | 2021 $ 705,319 |
2020 |
|---|---|---|
| 629,053 |
(i) Real estate leases
The Group leases buildings for its office, store and factory. The leases for land use rights, which are usually prepaid and run for a period of 50 years. The leases for buildings typically run for a period of 3 to 10 years. The Group has to negotiate the new lease 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 apply 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, 2021 Liabilities assumed in a business combination Provisions made Amount utilized Amount reversed Effect of exchange rate changes Balance at December 31, 2021 Current Non-current 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 |
Warranties $ 1,496,424 6,505 803,651 (662,232) (45,777) (36,513) $ 1,562,058 $ 818,693 $ 743,366 $ 1,049,457 204,261 587,301 (306,006) (26,943) (11,646) $ 1,496,424 $ 808,823 $ 687,601 |
Restructuring - 341 - (125) - - 216 216 - 1,000 - - (1,000) - - - - - |
Litigation - - 87,939 - - (380) 87,559 21,559 - - - - - - - - - - |
Total 1,496,424 6,846 891,590 (662,357) (45,777) (36,893) 1,649,833 840,468 743,366 1,050,457 204,261 587,301 (307,006) (26,943) (11,646) 1,496,424 808,823 687,601 |
|---|---|---|---|---|
Warranty provision 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.
Litigation provision is recorded for pending litigation when it is determined that an unfavorable outcome is probable, and the amount of loss can be reasonably estimated.
-
(s) Operating lease—the Group acts as a lessor
-
(i) 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, 2021 $ 403,316 755,591 86,131 $ 1,245,038 |
December 31, 2020 |
|---|---|---|
| 318,784 424,205 96,131 |
||
| 839,120 |
(Continued)
85
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
In 2021 and 2020, the rental income from investment property (classified under net sales) amounted to $590,634 and $550,439, 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 |
2021 $ 278,424 33,650 $ 312,074 |
2020 |
|---|---|---|
| 172,638 46,097 |
||
| 218,735 |
The Group also leased its land and buildings to others under operating leases. In 2021 and 2020, the resulting rental income from land and buildings amounted to $134,463 and $149,504, - 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, 2021 $ 1,433,237 (711,445) 721,792 - $ 721,792 December 31, 2021 $ 222,753 (264,777) (42,024) - $ (42,024) |
December 31, 2020 1,376,877 (676,249) 700,628 - 700,628 December 31, 2020 222,147 (273,980) (51,833) - (51,833) |
|---|---|---|
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, 2021 and 2020, the Group’s labor pension fund account balance at Bank of Taiwan amounted to $976,222 and $950,229, 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
| 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 |
2021 $ 1,599,024 14,408 23,168 (595) 46,090 42,440 (64,768) (3,777) $ 1,655,990 |
2020 1,167,359 17,780 387,077 - (46,397) 126,753 (50,776) (2,772) 1,599,024 |
|---|---|---|
- 3) Movements of fair value of plan assets
| 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 |
2021 $ 950,229 6,588 25,998 11,010 47,165 (64,768) $ 976,222 |
2020 836,201 9,609 97,796 28,518 28,881 (50,776) 950,229 |
|---|---|---|
- 4) Changes in the effect of the asset ceiling
In 2021 and 2020, there was no effect of the asset ceiling.
(Continued)
87
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
5) Expenses recognized in profit or loss
| 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 |
2021 $ 2,978 4,842 (595) $ 7,225 $ 1,702 1,347 971 3,205 $ 7,225 |
2020 |
|---|---|---|
| 3,207 4,964 - |
||
| 8,171 | ||
| 1,827 1,420 1,327 3,597 |
||
| 8,171 |
- 6) Actuarial assumptions
The principal assumptions of the actuarial valuation were as follows:
| Discount rate Future salary increases rate |
December 31, 2021 December 31, 2020 0.5%~0.9% 0.34%~0.75% 1.625%~3.00% 1.00%~3.00% |
|---|---|
The Group expects to make contribution of $35,123 to the defined benefit plans in the year following December 31, 2021.
The weighted average duration of the defined benefit plans is ranged from 7.88 years to 20.0 years.
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, 2021 and 2020.
| December 31, 2021 Discount rate Future salary change December 31, 2020 Discount rate Future salary change |
Increase (decrease) in present value of defined benefit obligations 0.25% Increase 0.25% Decrease (47,997) 49,882 47,654 (46,222) (49,734) 51,779 49,573 (47,904) |
|---|---|
(Continued)
88
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
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, 2021 and 2020, the Group recognized pension expenses of $1,011,736 and $619,725, respectively, in relation to the defined contribution plans.
(u) Income taxes
(i) The components of income tax expense were as follows:
| Current income tax expense Deferred tax expense (benefit) Origination and reversal of temporary differences Changes in unrecognized deductible temporary differences Changes in unrecognized tax losses Income tax expense |
2021 $ 2,137,588 751,417 (219,061) (160,455) 371,901 $ 2,509,489 |
2020 |
|---|---|---|
| 1,634,061 (279,631) 369,213 122,432 212,014 1,846,075 |
The components of income tax expense recognized in other comprehensive income were as follows:
| ms that will not be reclassified subsequently to profit or loss: Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income |
2021 $ 158,363 |
2020 |
|---|---|---|
| - |
Items that will not be reclassified subsequently to profit
or loss:
(Continued)
89
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
Reconciliation of income tax expense and income before income tax for 2021 and 2020 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 |
2021 $ 12,992,346 $ 2,598,469 311,874 (321,525) 41,450 (160,455) (219,061) 78,765 (138,507) 318,479 $ 2,509,489 |
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 |
|---|---|---|
-
(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, 2021 and 2020, 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:
| December 31, 2021 Loss associated with investments in subsidiaries $ 274,547 Deductible temporary differences 2,118,513 Tax losses 391,287 $ 2,784,347 Unrecognized deferred income tax liabilities: December 31, 2021 Net profits associated with investments in subsidiaries$ 2,246,022 |
December 31, 2020 |
|---|---|
| 261,408 2,062,816 551,742 |
|
| 2,875,966 | |
| December 31, 2020 |
|
| 1,958,125 |
(Continued)
90
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
As of December 31, 2021, the unrecognized tax losses and the respective expiry years were as follows:
| Unrecognized tax losses $ 112,140 109,502 243,831 162,366 353,958 160,872 185,047 211,116 72,119 82,665 $ 1,693,616 |
Tax effects of tax losses Year of expiry 26,909 2022 24,663 2023 55,497 2024 38,108 2025 85,007 2026 36,926 2027 42,621 2028 48,301 2029 16,002 2030 17,253 2031 391,287 |
|---|---|
- 2) Recognized deferred income tax assets and liabilities
Changes in the amount of deferred income tax assets and liabilities for 2021 and 2020 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, 2021 $ 272,572 236,838 126,740 253,921 18,167 36,484 101,706 158,757 522,647 $ 1,727,832 |
Recognized in profit or loss (9,559) (317) (46,641) 110,705 (15,697) (8,984) (11,619) (47,721) (1,620) (31,453) |
Acquisition through business combination 7,564 - - - - - - - 29,354 36,918 |
Balance at December 31, 2021 |
|---|---|---|---|---|
| 270,577 236,521 80,099 364,626 2,470 27,500 90,087 111,036 550,381 |
||||
| 1,733,297 |
(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 |
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 |
Deferred income tax liabilities:
| Unrealized foreign exchange gain Intangible assets acquired through business combination Earnings from subsidiaries not distributed Others Unrealized foreign exchange gain Intangible assets acquired through business combination Others |
Balance at January 1, 2021 $ (26,550) (981,006) (571,130) (95,824) $ (1,674,510) Balance at January 1, 2020 $ (21,507) (520,045) (434,987) $ (976,539) |
Recognized in profit or loss (3,421) 186,201 (621,964) 98,736 (340,448) Recognized in profit or loss (5,043) 58,918 (172,869) (118,994) |
Assumed in business combination - (152,210) - (29,638) (181,848) Assumed in business combination - (519,879) (59,098) (578,977) |
Recognized in other comprehensive income or loss - - - (158,363) (158,363) Recognized in other comprehensive income or loss - - - - |
Balance at December 31, 2021 (29,971) (947,015) (1,193,094) (185,089) (2,355,169) Balance at December 31, 2020 (26,550) (981,006) (666,954) (1,674,510) |
|---|---|---|---|---|---|
- (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.
(v) Capital and other equity
- (i) Common stock
As of December 31, 2021 and 2020, 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, 2021 and 2020, the Company had issued 285 thousand units of global depository receipts (GDRs). The GDRs were listed on the Luxemburg Stock Exchange, and each GDR represents five common shares.
(Continued)
92
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(ii) Capital surplus
| Share of changes in equity of associates and joint ventures Changes in ownership interests in subsidiaries |
December 31, 2021 $ 54,052 1,790,258 $ 1,844,310 |
December 31, 2020 |
|---|---|---|
| 97,612 1,781,889 |
||
| 1,879,501 |
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 and approved during the stockholders’ meeting. The abovementioned distribution of earnings by way of cash dividends could be approved by the Company's Board of Directors and then reported to the Company's shareholders in its meeting.
The Company may distribute its legal reserve or capital surplus to shareholders by issuing new shares or by distributing cash, according to article 241 of the Company Act. The abovementioned distribution of earnings by way of cash dividends could be approved by the Company’s Board of Directors and then reported to the Company’s shareholders in its meeting.
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.
(Continued)
93
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
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 could be approved by the Company's Board of Directors and then reported to the Company's shareholders in its meeting.
2) Special reserve
In accordance with Rule issued by the Financial Supervisory Commission, a special reserve equal to the total amount of items that were accounted for as deductions from stockholders’ equity shall be 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 2020 earnings, via cash dividends, has been approved by the Company's Board of Directors on May 11, 2021. The other appropriations of 2020 earnings have been approved by the shareholders during their meeting on August 27, 2021. The cash dividends of appropriation of 2019 earnings was approved by the Company's Board of Directors on May 7, 2020. Other appropriations of 2019 earnings was approved by the shareholders during their meeting on June 19, 2020. The resolved appropriations were as follows:
| Legal reserve Special reserve Dividends per share: Cash dividends |
2020 earnings 2019 earnings Dividends per share (in dollars) Amount Dividends per share (in dollars) Amount $ 455,392 357,505 $ 656,137 440,086 $ 1.50 2,950,173 0.75 1,475,086 |
2020 earnings 2019 earnings Dividends per share (in dollars) Amount Dividends per share (in dollars) Amount $ 455,392 357,505 $ 656,137 440,086 $ 1.50 2,950,173 0.75 1,475,086 |
|---|---|---|
| Amount | ||
| 357,505 | ||
| 440,086 | ||
| 1,475,086 |
On March 7, 2022, the cash dividends appropriated from 2021 earnings approved by the Company's Board of Directors were as follows:
| Dividends per share: Cash dividends |
2021 earnings Dividends per share (in dollars) Amount $ 2.50 4,916,955 (Continued) |
|---|---|
| Dividends per share (in dollars) $ 2.50 |
94
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(iv) Other equity items (net after tax)
- 1) Foreign currency translation differences:
| 1) | Foreign currency translation differences: | |||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Balance at January 1 | $ | (1,413,867) | (657,512) | |
| Foreign exchange differences arising from translation | ||||
| of foreign operations | (206,095) | (669,456) | ||
| Shares of foreign currency translation differences of | ||||
| associates and joint ventures | (103,275) | (86,899) | ||
| Balance at December 31 | $ | (1,723,237) | (1,413,867) | |
| 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 at fair value through other comprehensive income Disposal of financial assets at fair value through other comprehensive income Share of other comprehensive income (loss) 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 |
2021 $ 571,329 1,095,839 (312,904) 24,303 $ 1,378,567 2021 $ (422,107) (64,811) (1,634) $ (488,552) |
2020 410,052 180,344 (298,120) 279,053 571,329 2020 (361,048) (69,062) 8,003 (422,107) |
|---|---|---|
(Continued)
95
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(v) Non-controlling interests (net after tax)
| 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 of subsidiaries Stock option compensation cost of subsidiary Changes in ownership interest in subsidiaries Foreign currency translation differences Capital surplus—share of changes in equity of associates and joint ventures Remeasurement of the defined benefit plans—share of changes in equity of associates 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 Balance at December 31 |
2021 $ 22,937,719 2,175,311 (1,328,653) 7,754 (8,369) (58,998) (2,038) (12,709) 631 (1,255,076) 77,547 2,173,221 $ 24,706,340 |
2020 14,091,635 1,378,082 (2,331,395) 9,381 47,428 16,834 3,279 17,224 (4,235) (953,794) 163,598 10,499,682 22,937,719 |
|---|---|---|
(w) Share-based payment
(i) 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 |
2021 Weighted- average exercise price (in US dollars) Number of options (in thousands) 1.00 4,340 - - 1.00 4,340 1.00 340 |
2020 | 2020 |
|---|---|---|---|
| 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 |
Number of options (in thousands) |
|
| 4,340 - |
|||
| 4,340 | |||
| 340 |
Information on outstanding ESOPs for each reporting date was as follows:
| BBHC (2019/7/31) BBHC (2013/12/30) |
December 31, 2021 Weighted- average remaining contractual years Weighted- average exercise price (in dollars) 2.75 1(in US dollars) 2 1(in US dollars) |
December 31, 2020 |
|---|---|---|
| Weighted- average remaining contractual years 2.75 2 |
Weighted- average remaining contractual years Weighted- average exercise price (in dollars) 3.75 1(in US dollars) 3 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) Fair value of common stock on grant date Expected volatility (%) Expected life (in years) Expected dividend (%) Risk-free interest rate (%) |
2019/7/31 2013/12/30 $0.23 $1.16 $1.00 $1.00 $0.77 $1.65 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 2021 and 2020 were $7,754 and $9,381, respectively.
(x) Earnings per share (“EPS”)
(i) Basic earnings per share
| Profit attributable to shareholders of the Company Weighted-average number of ordinary shares outstanding (in thousands) Basic earnings per share (in New Taiwan Dollars) |
2021 $ 8,307,546 1,966,782 $ 4.22 |
2020 |
|---|---|---|
| 4,988,479 | ||
| 1,966,782 | ||
| 2.54 |
(Continued)
97
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(ii) Diluted earnings per share
| 2021 Profit attributable to shareholders of the Company $ 8,307,546 Weighted-average number of ordinary shares outstanding (in thousands) 1,966,782 Effect of dilutive potential common stock: Remuneration to employee 25,541 Weighted-average number of ordinary shares outstanding (including effect of dilutive potential common stock) 1,992,323 Diluted earnings per share (in New Taiwan Dollars) $ 4.17 |
2020 |
|---|---|
| 4,988,479 | |
| 1,966,782 19,965 |
|
| 1,986,747 | |
| 2.51 |
(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 Primary geographical markets: Asia Europe America Others Major products/services lines: Electronic products Medical services Others |
2021 | 2021 | ||||
|---|---|---|---|---|---|---|
| DMS $ 53,157,012 20,855,266 36,541,882 1,576,667 $ 112,130,827 $ 110,327,852 - 1,802,975 $ 112,130,827 |
Brand 34,416,811 11,708,497 13,003,526 863,542 59,992,376 58,513,245 - 1,479,131 59,992,376 |
Material Networks 16,385,255 6,765,400 32,769 2,707,547 41,231 18,206,210 10,264 182,938 16,469,519 27,862,095 16,469,519 27,525,005 - - - 337,090 16,469,519 27,862,095 2020 |
Medical 9,506,214 - - - 9,506,214 - 9,506,214 - 9,506,214 |
Total 120,230,692 35,304,079 67,792,849 2,633,411 |
||
| 225,961,031 | ||||||
| 212,835,621 9,506,214 3,619,196 |
||||||
| 225,961,031 | ||||||
| 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
(ii) Contract balances
| Notes and accounts receivable (including related parties) Less: loss allowance Contract liabilities |
December 31, 2021 $ 33,295,745 (288,648) $ 33,007,097 $ 2,431,400 |
December 31, 2020 36,788,992 (287,066) 36,501,926 1,862,107 |
December 31, 2019 31,651,659 (351,498) 31,300,161 1,559,356 |
|---|---|---|---|
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, 2021 and 2020 that were included in the contract liability balance at January 1, 2021 and 2020, were $1,862,107 and $1,559,356, 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, 2021 and 2020, the Company estimated its remuneration to employees amounting to $682,594 and $429,669, respectively, and the remuneration to directors amounting to $68,964 and $42,925, 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.
The estimated remuneration to employees and directors for 2021 and 2020 were the same as the amount approved by the Company’ s Board of Directors on March 7, 2022 and May 11, 2021, respectively, and 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
| 2021 $ 269,105 |
2020 |
|---|---|
| 292,609 |
(Continued)
99
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| (ii) Other income Government grants income Dividend income (iii) Other gains and losses, net Loss on disposal of property, plant and equipment Gain on disposal of investments (notes 6(h) and (i)) Foreign currency exchange gains (losses) Gains (losses) on financial instruments at fair value through profit or loss Impairment loss on investments accounted for using equity method (note 6(h)) Gain on disposal of non-current assets/liabilities held for sale (note 6(g)) Impairment losses on non-financial assets (note 6(m)) Litigation provision Rental income (notes 6(s)) Gain on bargain purchase Gain on reversal of other payables Others (iv) Finance costs Interest expense of bank loans Interest expense on lease liabilities |
2021 $ 167,478 284,449 $ 451,927 2021 $ (41,746) 3,050,616 (24,035) 248,455 (6,632) 545,594 - (100,245) 134,463 99 - 184,715 $ 3,991,284 2021 $ 647,907 40,655 $ 688,562 |
2020 111,457 71,863 183,320 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 |
|---|---|---|
(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 Financial liabilities at fair value through profit or loss: Held-for-trading Contingent consideration arising from business combinations Subtotal Financial liabilities measured at amortized cost: Short-term borrowings Notes and accounts payable and other payables (including related parties) Lease liabilities (including current portion and related parties) Long-term debt (including current portion) Bonds payable (including current portion) Other non-current liabilities-guarantee deposits Subtotal Total |
December 31, 2021 $ 487,545 18,149,096 17,781,480 34,163,350 5,150,299 57,095,129 $ 75,731,770 December 31, 2021 $ 72,942 103,222 176,164 24,295,022 53,675,879 1,990,981 27,417,210 461,471 279,354 108,119,917 $ 108,296,081 |
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, 2020 |
||
| 135,018 82,766 |
||
| 217,784 | ||
| 21,131,930 52,557,688 2,020,636 22,903,335 526,507 1,621,811 |
||
| 100,761,907 | ||
| 100,979,691 |
(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 instruments and utilizes the assistance from external experts or financial institutions for the evaluation of fair value when necessary, and regularly revises the inputs and makes essential adjustments on the fair value to confirm the evaluation results is reasonable.
The financial instruments at fair value through profit and loss and financial assets at fair value through other comprehensive income are measured at fair value on a recurring basis. The lease liabilities are not required to disclose the fair value. 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 Privately held equity securities Put option Contingent consideration arising from business combinations Subtotal Financial assets 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, 2021 | December 31, 2021 | Total 28,504 14,788 26,144 63,776 338,296 10,504 5,533 487,545 17,742,517 117,727 288,852 18,149,096 18,636,641 (46,842) (26,100) (103,222) (176,164) |
|
|---|---|---|---|---|
| Fair Value | ||||
| Level 1 $ - - 26,144 63,776 - - - 89,920 17,742,517 - - 17,742,517 $ 17,832,437 $ - - - $ - |
Level 2 28,504 14,788 - - - - - 43,292 - 117,727 - 117,727 161,019 (46,842) (26,100) - (72,942) |
Level 3 - - - - 338,296 10,504 5,533 354,333 - - 288,852 288,852 643,185 - - (103,222) (103,222) |
(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 Listed stocks Embedded derivative– call and put options of convertible bonds Privately held equity securities Put option Contingent consideration arising from business combinations Subtotal Financial assets 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) |
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.
(Continued)
104
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
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.
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 contingent consideration is estimated based on the possibility of occurrence of amount to be paid and discounted to the present value.
-
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 the valuation techniques generally accepted by market participants. The fair value of foreign currency forward contracts and foreign exchange swaps contracts 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 2021, the Group increased its investment in Jiangsu Yudi Optical Co., Ltd and has significant influence over it. As a result, the investment was reclassified from Level 3 financial assets measured at fair value through other comprehensive income to investments accounted for using the equity method - associates.
(Continued)
105
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
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.
- 4) Movement in financial assets included in Level 3 fair value hierarchy
Financial assets at fair value through profit or loss:
| 2021 Balance at January 1 $ 173,731 Additions 100,000 Disposal - Recognized in profit or loss 80,602 Reclassification to investments accounted for using equity method - Balance at December 31 $ 354,333 |
2020 120,399 40,752 (627) 24,620 (11,413) 173,731 |
|---|---|
Financial assets at fair value through other comprehensive income:
| 2021 Balance at January 1 $ 420,505 Acquisition through business combination 4,206 Additions 69,187 Disposal - Reclassification (321,971) Proceeds from capital reduction - Recognized in other comprehensive income 116,925 Balance at December 31 $ 288,852 |
2020 344,743 29,085 61,500 (500) (3,627) (49,878) 39,182 420,505 |
|---|---|
Financial liabilities at fair value through profit or loss:
| 2021 Balance at January 1 $ 80,518 Contingent consideration arising from business combination 23,298 Recognized in profit or loss (594) Balance at December 31 $ 103,222 |
2020 87,227 - (6,709) 80,518 |
|---|---|
(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, 2021 and 2020 were as follows:
| 2021 | 2020 | ||
|---|---|---|---|
| Total gains or losses: | |||
| Recognized in profit or loss (included in other gains | |||
| and losses, net) | $ | 81,196 | 31,329 |
| Recognized in other comprehensive income (included in | |||
| “unrealized gains (losses) from investments in equity | |||
| instruments measured at fair value through other | |||
| comprehensive income”) | 116,925 | 39,182 |
(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.
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, 2021 and 2020, the Group had unused credit facilities of $96,345,394 and $76,207,823, 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, 2021 Non-derivative financial liabilities: Short-term borrowings Financial liabilities at fair value through profit or loss- contingent consideration Lease liabilities Long-term debt Bonds payable Notes and accounts payable Other payables Guarantee deposits Derivative financial instruments: Foreign currency forward contracts: Outflow Inflow Foreign exchange swaps: Outflow Inflow December 31, 2020 Non-derivative financial liabilities: Short-term borrowings Financial liabilities at fair value through profit or loss- contingent consideration Lease liabilities Long-term debt Bonds payable Notes and accounts payable Other payables Guarantee deposits |
Contractual cash flows $ 24,334,291 147,776 2,073,170 27,890,852 468,700 40,785,107 12,890,772 279,354 $ 108,870,022 $ 10,169,377 (10,151,039) 12,088,673 (12,077,361) $ 29,650 $ 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 |
Within 6 months 23,329,522 5,609 260,821 367,779 468,700 40,785,107 12,890,772 - 78,108,310 10,169,377 (10,151,039) 12,088,673 (12,077,361) 29,650 20,146,732 2,248 240,971 250,870 526,507 40,526,320 12,031,368 - 73,725,016 |
6-12 months 1,004,769 - 249,504 521,096 - - - - 1,775,369 - - - - - 1,023,297 2,395 233,250 580,142 - - - - 1,839,084 |
1-2 years - 31,663 362,721 4,254,652 - - - - 4,649,036 - - - - - - 2,096 372,429 5,633,250 - - - - 6,007,775 |
2-5 years - 110,504 756,115 22,078,078 - - - 279,354 23,224,051 - - - - - - 76,027 738,413 16,550,607 - - - 1,621,811 18,986,858 |
More than 5 years - - 444,009 669,247 - - - - |
|---|---|---|---|---|---|---|
| 1,113,256 | ||||||
| - - - - |
||||||
| - | ||||||
| - - 508,931 865,975 - - - - |
||||||
| 1,374,906 |
(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 | 11,996,316 | 11,996,316 | - | - | - | - | |
| Inflow | (11,983,608) | (11,983,608) | - | - | - | - | |
| Foreign exchange swaps: | |||||||
| Outflow | 4,879,885 | 4,879,885 | - | - | - | - | |
| Inflow | (4,869,127) | (4,869,127) | - | - | - | - | |
| $ | 23,466 | 23,466 | - | - | - | - |
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 Monetary items USD EUR CNY JPY Non-monetary items CNY Financial liabilities |
Financial assets Monetary items USD EUR CNY JPY Non-monetary items CNY Financial liabilities |
December 31, 2021 | December 31, 2021 | ||
|---|---|---|---|---|---|
| Foreign currency (in thousands) $ 1,638,335 72,510 1,986,333 3,751,961 9,847 1,839,403 60,068 1,826,756 7,164,283 |
Exchange rate 27.6800 31.4440 4.3454 0.2404 4.3454 27.6800 31.4440 4.3454 0.2404 |
TWD (in thousands) 45,349,113 2,280,004 8,631,411 901,971 42,789 50,914,675 1,888,778 7,937,986 1,722,294 |
Change in magnitude Effect on profit or loss (in thousands) % 1 453,491 % 1 22,800 % 1 86,314 % 1 9,020 % 1 428 % 1 509,147 % 1 18,888 % 1 79,380 % 1 17,223 |
||
| Monetary items USD EUR CNY JPY |
(Continued)
110
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| Financial assets Monetary items USD EUR CNY JPY Financial liabilities |
Financial assets Monetary items 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 28.3500 34.9560 4.3216 0.2749 28.3500 34.9560 4.3216 0.2749 |
TWD (in thousands) 44,046,176 2,884,884 6,919,858 854,748 49,611,791 1,461,021 6,980,564 2,040,955 |
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 |
||
| Monetary items USD EUR CNY JPY |
As the Group deal in diverse foreign currencies, gains and losses on foreign exchange were summarized as a single amount. Refer to note 6(aa) for the aggregate of realized and unrealized foreign exchange gain (loss) for the years ended December 31, 2021 and 2020.
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, 2021 and 2020 would have been $517,122 and $440,353, respectively, lower/higher, which mainly resulted from the borrowings with floating interest rates.
(Continued)
111
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
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, 2021 and 2020, would have increased or decreased by $3,189 and $3,445, 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, 2021 and 2020, would have increased or decreased by $893,012 and $52,859, respectively.
(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, 2021 $ 121,047,832 $ 66,162,763 % 182.95 |
December 31, 2021 $ 121,047,832 $ 66,162,763 % 182.95 |
December 31, 2020 |
December 31, 2020 |
|---|---|---|---|---|
| $ $ |
111,848,729 | |||
| 58,963,220 | ||||
| % 189.69 |
(Continued)
112
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
-
(ae) Investing and financing activities not affecting current cash flow
-
(i) For acquisition of right-of-use assets under lease for the years ended December 31, 2021 and 2020, please refer to note 6(k).
-
(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 Short-term borrowings Long-term debt (including current portion) Bonds payable (including current portion) Lease liabilities Guarantee deposits |
January 1, 2021 $ 21,131,930 22,903,335 526,507 2,020,636 1,621,811 $ 48,204,219 January 1, 2020 $ 19,902,070 17,074,810 - 2,013,107 1,606,232 $ 40,596,219 |
Cash flows 2,905,373 4,409,328 - (541,109) (1,342,457) 5,431,135 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 4,563 (36,195) (65,036) (18,669) - (115,337) Effect of foreign exchange rate (42,815) (88,383) (50,217) (22,609) - (204,024) |
December 31, 2021 |
|---|---|---|---|---|---|---|
| Acquisition through business combination Additions 253,156 - 140,741 - - - 61,796 468,327 - - 455,693 468,327 Non-cash changes |
||||||
| 24,295,022 27,417,209 461,471 1,990,981 279,354 |
||||||
| 54,444,037 | ||||||
| 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)
113
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
7. Related-party transactions
(a) Name and relationship with related parties
The following are the entities that have had transactions with the Group during the periods covered in the consolidated financial statements.
Name of related party Relationship with the Group AU Optronics Corp. (“AU”) Prior to May 12, 2021, AU was an associate of the Company. However, starting May 12, 2021, AU was no longer an associate of the Company. Since January 2021, AU accounted the investments in the Company using the equity method. Darfon Electronics Corp. (“DFN”) The Group's associates Visco Vision Inc. (“Visco Vision”) The Group's associates Cenefom Corp. (“CENEFOM”) Prior to October 25, 2021, CENEFOM was an associate of the Group. Starting October 25, 2021, CENEFOM has been included in the Group’s consolidated entities MLK Bioscience Co., Ltd. The Group's associates Q.S.Control Corp. The Group's associates TDX Medical Technology (Jiangsu) Co., Ltd (“TDX”) The Group's joint venture Nanjing Silvertown Health & Development Co., Ltd The Group's associates (“NSHD”) Alpha Networks Inc. (“Alpha”) Prior to July 23, 2020, Alpha was an associate of the Group. Starting July 23, 2020, Alpha has been included in the Group’s consolidated entities DMC Components International, LLC. (“DMC”) The Group's associates Darwin Precisions Corporation (“Darwin”) AU's subsidiaries AU Optronics (L) Corp. (“AUL”) AU's subsidiaries AFPD Pte., Ltd AU's subsidiaries AU Optronics (Suzhou) Corp. (“AUSZ”) AU's subsidiaries AU Optronics (Kunshan) Co., Ltd. (“AUKS”) AU's subsidiaries a.u. Vista Inc. (“AUVI”) AU's subsidiaries AU Optronics (Xiamen) Corp. (“AUXM”) AU's subsidiaries AU Optronics Manufacturing (Shanghai) Corp. AU's subsidiaries AU Optronics (Slovakia) s.r.o. AU's subsidiaries AUO Care Information Tech. (Suzhou) Co., Ltd. AU's subsidiaries BriView (Hefei) Co., Ltd. (“BVHF”) AU's subsidiaries Darwin Precisions (Xiamen) Corp. (“DPXM”) AU's subsidiaries Darwin Precisions (Suzhou) Corp. AU's subsidiaries
(Continued)
114
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
Name of related party Relationship with the Group Fortech Electronics (Kunshan) Co., Ltd. (“FTKS”) AU's subsidiaries Fortech Electronics (Suzhou) Co., Ltd. (“FTWJ”) AU's subsidiaries Mega Insight Smart Manufacturing (Suzhou) Corp., Ltd. AU's subsidiaries Edgetech Data Technologies (Suzhou) Corp., Ltd. AU's subsidiaries U-Fresh Technology (Suzhou) Co., Ltd. AU's subsidiaries AUO Display Plus Corporation AU's subsidiaries AUO Digitech (Suzhou) Co., Ltd. AU's subsidiaries AUO Crystal Corp. (“ACTW”) AU's subsidiaries AUO Education Service Corp. AU's subsidiaries Unictron Technologies Corporation DFN's subsidiaries Darfon America Corp. (“DFA”) DFN's subsidiaries Darfon Electronics Czech s.r.o (“DFC”) DFN's subsidiaries Darfon Electronics (Suzhou) Co., Ltd. (“DFS”) DFN's subsidiaries Huaian Darfon Electronics Co., Ltd. (“DFH”) DFN's subsidiaries Darfon Electronics (Chongqing) Co., Ltd. (“DFQ”) DFN's subsidiaries Visco Technology Sdn. Bhd. (“VVM”) Visco Vision's subsidiaries Suzhou Trident Original Medical Technology (Jiangsu) Co., TDX's subsidiaries Ltd. BenQ Foundation Substantive related party
Substantive related party
(b) Significant related-party transactions
(i) Revenue
| Associates: AU AUSZ Other associates Joint ventures The entity who has significant influence over the Group: AU AUSZ Other |
2021 $ 3,169,024 1,064,012 1,207,831 5,440,867 16,528 6,722,241 2,096,051 556,773 9,375,065 $ 14,832,460 |
2020 |
|---|---|---|
| 9,226,840 3,275,301 1,413,246 |
||
| 13,915,387 | ||
| - | ||
| - - - |
||
| - | ||
| 13,915,387 |
(Continued)
115
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
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
| Associates: AU Other associates Joint ventures The entity who has significant influence over the Group: AU |
2021 $ 4,085,451 872,038 4,957,489 58,045 7,439,730 $ 12,455,264 |
2020 |
|---|---|---|
| 11,911,622 662,793 |
||
| 12,574,415 | ||
| - | ||
| - | ||
| 12,574,415 |
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) Property transactions
In June 2021, the Group disposed its land and building located at Penang, Malaysia to its associate (VVM) at a total contract price of MYR92,000 thousand, wherein the net proceeds of disposal of property amounted to $561,173. As of December 31, 2021, the outstanding receivables of $43,327 were recorded under other receivables as the attorney collected 7% of the total contract price on behalf of the Group. The gain on disposal of the aforementioned property was $365,338.
(iv) Lease
The Group leased factory and office from AU, and the rent is paid monthly with reference to the nearby office rental rates. The Company entered into a new factory lease contract with AU and recognized the right-of-use assets and the lease liabilities amounting to $10,021, respectively, in 2021. For the years ended December 31, 2021 and 2020, the related interest expense on lease liabilities amounted to $2,570 and $4,243, respectively. As of December 31, 2021 and 2020, the balance of the lease liabilities amounted to $101,388, and $178,516, respectively.
(Continued)
116
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
The Group leased its plant and office to associates. For the years ended December 31, 2021 and 2020, the rental income were as follows:
| Associates | 2021 $ 21,630 |
2020 |
|---|---|---|
| 27,144 |
- (v) Donation
For the years ended December 31, 2021 and 2020 the Group made a donation to substantive related party (BenQ Foundation) amounting to $22,000 and $9,200, respectively.
(vi) Receivables
The receivables from related parties due to the abovementioned sales, property transactions, disposal of assets due to spin-off, distribution of cash dividends, and payment made on behalf of associates were as follows:
| Account Accounts receivable Other receivables |
Related-party categories December 31, 2021 The entity who has significant influence over the Group: AU $ 1,788,712 AUSZ 799,884 Other 65,741 2,654,337 Joint ventures 16,987 Associates: AU - AUSZ - Other associates 336,296 336,296 $ 3,007,620 Associates: NSHD $ 292,012 Other associates 12,154 $ 304,166 |
December 31, 2020 |
|---|---|---|
| - - - |
||
| - | ||
| 2,719 | ||
| 2,089,736 942,534 245,380 |
||
| 3,277,650 | ||
| 3,280,369 | ||
| 287,690 14,709 |
||
| 302,399 |
(Continued)
117
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(vii) Payables
The payables to related parties due to the abovementioned purchases and advance payments made by associates on behalf of the Group were as follows:
| Account Accounts payable Other payables Lease liabilities—current Lease liabilities—non-current |
Related party categories December 31, 2021 The entity who has significant influence over the Group: AU $ 1,152,322 Joint ventures 1,581 Associates: AU - Other associates 311,496 $ 1,465,399 Associates $ 27,307 $ 96,767 $ 4,621 |
December 31, 2020 |
|---|---|---|
| - 2,242 1,941,157 184,137 |
||
| 2,127,536 | ||
| 16,151 | ||
| 86,737 | ||
| 91,779 |
(c) Compensation for key management personnel
| 2021 Short-term employee benefits $ 334,489 Post-employment benefits 1,071 $ 335,560 |
2020 |
|---|---|
| 161,810 864 |
|
| 162,674 |
(Continued)
118
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
8. Pledged assets
The carrying amounts of the assets pledged as collateral are detailed below:
| Pledged assets | Pledged to secure | December 31, 2021 $ 58,852 668,202 127,378 - 4,948,215 204,004 - 18,196 - 2,000 $ 6,026,847 |
December 31, 2020 |
|---|---|---|---|
| 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) Notes and accounts receivable Machinery Inventory |
Credit lines of bank loans and guarantee for tax clearance certificate and performance guarantee Restrictions on utilization of repatriated offshore funds Guarantee for construction project, guarantee to lawsuits, and guarantee for land lease Credit lines of bank loans Credit lines of bank loans Credit lines of bank loans Credit lines of bank loans Credit lines of bank loans Credit lines of bank loans Credit lines of bank loans and deposit of customs |
63,853 518,390 151,984 5,933,504 4,175,702 125,882 923,503 106,501 80,742 - |
|
| 12,080,061 |
(Continued)
119
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
9. Significant commitments and contingencies
- (a) Significant unrecognized commitments
| Unused letters of credit | December 31, 2021 $ 870,076 |
December 31, 2020 |
|---|---|---|
| 1,097,310 |
- (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 reached a settlement agreement with the plaintiff. However, the final outcome is still pending approval of the Court.
10. Significant loss from disaster: None.
11. Significant subsequent events: None.
12. Others
- (a) Employee benefits, depreciation, and amortization categorized by function were as follows:
| 2021 | 2021 | 2020 | 2020 | 2020 | ||
|---|---|---|---|---|---|---|
| Cost of sales |
Operating expenses |
Total | Cost of sales |
Operating expenses |
Total | |
| Employee benefits: Salaries Insurance Pension Others Depreciation Amortization |
10,490,832 792,750 523,303 751,371 2,427,658 63,642 |
12,041,636 986,096 495,658 764,202 1,375,455 929,488 |
22,532,468 1,778,846 1,018,961 1,515,573 3,803,113 993,130 |
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 |
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 period 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)
(Continued)
120
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
-
(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: | ||
|---|---|---|
| Shareholder’s Name | Shares | Percentage |
| AU Optronics Corp. | 335,230,510 | % 17.04 |
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.
(Continued)
121
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- (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) |
2021 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| DMS $112,130,827 11,345,579 $123,476,406 $ 2,266,144 |
Brand 59,992,376 669,180 60,661,556 3,045,750 |
Material 16,469,519 12,167 16,481,686 977,318 |
Medical 9,506,214 9,907 9,516,121 453,080 2020 |
Networks 27,862,095 241 27,862,336 513,175 |
Others - - - (2,142) |
Eliminations - (12,037,074) (12,037,074) 107,641 |
Total | |||
| 225,961,031 - |
||||||||||
| 225,961,031 | ||||||||||
| 7,360,966 | ||||||||||
| 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 |
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 |
(c) Product information
Revenues from external customers are detailed below:
| Products and services Sales of electronic products Medical services Others |
2021 $ 212,835,621 9,506,214 3,619,196 $ 225,961,031 |
2020 |
|---|---|---|
| 182,057,868 7,580,930 2,062,904 |
||
| 191,701,702 |
(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 |
2021 $ 52,377,173 58,880,550 45,086,941 13,336,026 56,280,341 $ 225,961,031 |
2020 |
| 47,924,363 46,361,002 36,954,443 11,307,691 49,154,203 |
||
| 191,701,702 |
(Continued)
122
QISDA CORPORATION AND SUBSIDIARIES Notes to the Consolidated Financial Statements
Non-current assets:
| Region Taiwan Mainland China Others |
December 31, 2021 $ 27,622,781 15,695,184 8,624,461 $ 51,942,426 |
December 31, 2020 |
|---|---|---|
| 24,619,992 15,338,449 7,923,357 |
||
| 47,881,798 |
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 2021 and 2020 were as follows:
| Customer A | 2021 $ 46,972,109 |
2020 |
|---|---|---|
| 40,323,489 |
Table 1
QISDA CORPORATION AND SUBSIDIARIES
Financing provided to other parties For the year ended December 31, 2021
(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 1 1 1 1 2 3 4 4 5 6 7 7 8 8 8 9 10 |
The Company BenQ BenQ BenQ BenQ QLLB QLPG BBM BBM BIC NMHC QCOS QCOS BMS BMS BMS PTT Ace Pillar Co., Ltd. |
APV Darly Venture (L) Ltd BQL Darly 2 Darly C Qisda (Shanghai) Co., Ltd. (“QCSH”) QLLB Suzhou BenQ Hospital Co., Ltd. (“SMH”) Nanjing BenQ Hospital Co., Ltd.(“NMH”) Suzhou BenQ Hospital Co., Ltd. (“SMH”) (Note 26) Nanjing BenQ Hospital Co., Ltd.(“NMH”) (Note 26) Suzhou BenQ Hospital Co., Ltd. (“SMH”) (Note 26) Qisda (Shanghai) Co., Ltd. (“QCSH”) (Note 26) BenQ Meterials (Wuhu) Co., Ltd.(Note 26) Suzhou Sigma Medical Supplies Co., Ltd. (“SMSZ”)(Note 26) BenQ Materials Medical Supplies (Suzhou) Co., Ltd (“BMM”)(Note 26) Corex (Pty) Ltd. Tianjin Ace Pillar Co., Ltd. |
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 related parties |
yes yes yes yes yes yes yes yes yes yes yes yes yes yes yes yes yes yes |
200,000 500,400 278,000 200,000 300,000 3,219,000 558,502 128,385 855,900 21,787 22,658 740,758 87,148 1,154,711 86,718 259,560 113,400 250,560 |
- 249,120 138,400 - - 1,605,440 543,529 110,720 692,000 21,727 22,596 738,718 86,908 1,151,531 - 130,362 - 249,120 |
- 249,120 138,400 - - 1,605,440 231,994 - - 553,600 21,727 22,596 738,718 86,908 818,239 - 23,900 - 166,080 |
- 1.20% 0.75% - - - - 3.20% - 1.00% 1.00% 3.60% 1.30% 2.00%~2.30% 1.30% USD 3.50% ZAR 8.85% 1.30% 0.00%~4.35% |
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 |
- - - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - - - |
8,291,285 2,085,224 2,085,224 2,085,224 2,085,224 6,053,140 8,291,285 2,037,689 2,037,689 335,850 23,639 1,635,411 4,145,642 1,938,681 1,938,681 1,938,681 402,770 410,619 |
16,582,569 4,170,448 4,170,448 4,170,448 4,170,448 6,053,140 16,582,569 2,037,689 2,037,689 335,850 23,639 1,635,411 41,456,423 1,938,681 1,938,681 1,938,681 402,770 821,237 |
~123~
| 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 11 12 12 13 14 14 15 16 17 18 18 19 20 21 22 23 24 |
Ace Pillar Co., Ltd. Cyber South Grace Transmission (Tianjin) Co., Ltd. Grace Transmission (Tianjin) Co., Ltd. Proton Inc. Aewin Aewin Alpha HK Mirac Networks (Dongguan) Co., Ltd. Alpha Networks (Chengdu) Co., Ltd. Hitron Technologies Hitron Technologies Jietech Trading (Suzhou) Inc. Alpha Dongguan D-Link Asia Darly Darly 2 Darly C |
Suzhou Super Pillar Automation Equipment Co., Ltd. Suzhou Super Pillar Automation Equipment Co., Ltd. Advancedtek Ace (TJ) Inc. Tianjin Ace Pillar Co., Ltd. Tianjin Ace Pillar Co., Ltd. Aewin Beijing Technologies Co., Ltd Aewin Beijing Technologies Co., Ltd Alpha Changshu Alpha Changshu Alpha Changshu Hitron Vietnam Suzhou Suzhou Alpha Changshu Alpha Changshu BenQ BenQ BenQ |
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 related parties |
yes yes yes yes yes yes yes yes yes yes yes yes yes yes yes yes yes yes |
28,530 15,692 2,614 13,044 17,344 85,590 208,489 1,425,960 129,231 174,296 922,680 427,950 21,680 306,761 139,000 200,000 400,000 100,000 |
27,680 - - - - - 102,949 966,032 - 173,816 830,400 - - 305,916 138,400 200,000 400,000 100,000 |
27,680 - - - - - 102,949 966,032 - 173,816 608,960 - - 305,916 138,400 200,000 200,000 100,000 |
1.15% - 1.80% 1.80% 1.80% - - - 2.50% 1.00% 2.00%~2.50% 1.00% 2.00% 2.00% - 0.50% 0.50% 0.50% |
2 2 2 2 2 2 2 1 2 2 2 2 2 2 2 2 2 2 |
- - - - - - 445,822 - - - - - - - - - - - |
Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Business transaction Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements Operating requirements |
- - - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - - - |
410,619 626,514 7,018 7,018 39,722 231,859 231,859 2,263,055 303,307 574,686 939,324 939,324 3,716 1,034,891 1,745,594 1,563,426 181,642 1,675,750 |
821,237 626,514 7,018 7,018 39,722 463,718 463,718 2,263,055 303,307 574,686 1,878,649 1,878,649 3,716 1,034,891 1,745,594 1,563,426 181,642 1,675,750 |
(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 Company.
- (Note 2) The aggregate financing amount and the individual financing amount of QLLB to subsidiaries shall not exceed 40% 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.
~124~
-
(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 PTT to subsidiaries shall not exceed 40% of the most recent net worth of PTT.
-
(Note 11) 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 12) 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 net worth of Cyber South. 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 13) 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 net worth of Grace Transmission (Tianjin) Co., Ltd.. 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 14) 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 net worth of Hong Kong Ace Pillar Enterprise Company Limited. 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 Enterprise Company Limited.
-
(Note 15) 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 16) The aggregate financing amount to foreign subsidiaries wholly owned by Alpha and the individual financing amount of Alpha HK shall not exceed 100% of the most recent net worth of Alpha HK.
-
(Note 17) 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 100% of the most recent net worth of Mirac Networks (Dongguan) Co., Ltd.
-
(Note 18) 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 100% of the most recent net worth of Alpha Networks (Chengdu) Co., Ltd.
-
(Note 19) The aggregate financing amount to foreign subsidiaries wholly owned by Alpha and the individual financing amount of Alpha Networks (Dongguan) Co., Ltd. shall not exceed 100% of the most recent net worth of Alpha Networks (Dongguan) Co., Ltd.
-
(Note 20) The aggregate financing amount to foreign subsidiaries wholly owned by Alpha and the individual financing amount of D-Link Asia shall not exceed 100% of the most recent net worth of D-Link Asia.
-
(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 100% of the net worth of the lender.
-
d 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 100% of the net worth of the lender.
-
(Note 22) The aggregate financing amount and the individual financing amount of Darly Venture Inc. to subsidiaries shall not exceed 40% of the most recent net worth of Darly Venture Inc.
-
(Note 23) The aggregate financing amount and the individual financing amount of Darly 2 Venture, Corp. to subsidiaries shall not exceed 40% of the most recent net worth of Darly 2 Venture, Corp.
-
(Note 24) The aggregate financing amount and the individual financing amount of Darly Consulting Corp. to subsidiaries shall not exceed 40% of the most recent net worth of Darly Consulting Corp.
-
(Note 25) Purpose of Fund Financing: 1.Business transaction purpose. 2. Short-term financing purpose.
-
(Note 26) 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 27) The above intercompany transactions have been eliminated when preparing the consolidated financial statements.
~125~
QISDA CORPORATION AND SUBSIDIARIES Guarantees and endorsements provided to other parties For the year ended December 31, 2021
(Amounts in thousands of New Taiwan dollars and other currencies)
Table 2
| Table 2 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| No. | Endorsements / Guarantee Provider |
Counter-party of Guarantee and Endorsement |
Limits on Amount of Guarantees and Endorsements Provided to Each Guaranteed Party |
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 |
||||||||||||
| 2 1 0 2 2 3 5 4 6 6 7 7 7 7 8 7 8 |
PTT BenQ The Company PTT PTT DIC AEWIN ACE Alpha Alpha Hitron Technologies Hitron Technologies Hitron Technologies Hitron Technologies Sysage Hitron Technologies Sysage |
Partner Tech USA Inc. MaxGen QLLB Partner-Tech Europe GmbH Partner Tech Middle East FZCO Data Image (Suzhou) Corporation Aewin Beijing Technologies Co., LTD Tianjin Ace Pillar Co., Ltd. Alpha Networks (Changshu) Co., Ltd. Alpha Networks ( Dongguan) Co., Ltd. Hitron Technologies Europe Holding B.V. Innoauto Technologies Inc. Hitron Technologies (Vietnam) Inc. Hitron Technologies (Americas) Inc. Corex (Pty) Ltd. Hitron Technologies (SIP) Inc. Global Intelligence Network Co., Ltd. |
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 Parent/Subsidiary |
8,291,285 201,385 2,085,224 201,385 201,385 267,622 226,889 821,237 4,801,210 4,801,210 4,696,622 4,696,622 4,696,622 4,696,622 858,113 4,696,622 858,113 |
4,581,600 98,157 57,060 57,060 28,530 55,600 327,500 129,780 57,060 199,710 75,000 645,036 836,100 2,168,280 514,446 222,400 100,000 |
3,376,960 85,006 55,360 55,360 27,680 27,680 188,400 65,181 55,360 193,760 - 601,096 553,600 1,771,520 - 221,440 100,000 |
2,934,080 85,006 55,360 55,360 27,680 12,159 56,490 65,181 14,138 13,812 - 77,352 - - - 94,737 100,000 |
- - - - - - - - - - - - - - - - - |
8.15% 2.75% 0.82% 5.50% 5.50% 2.07% 5.63% 9.18% 2.06% #VALUE! 12.80% - 37.72% 11.79% - 5.16% 2.33% |
20,728,211 10,426,119 503,463 503,463 503,463 669,056 579,064 1,026,547 9,602,419 9,602,419 7,044,933 7,044,933 7,044,933 7,044,933 7,044,933 2,145,282 2,145,282 |
Y N N N N N N N N N N N N N N N N |
- - - - - - - - - - - - - - - - - |
- - - - - Y 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 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 net worth of ACE.
(Note 6) The aggregate endorsement/guarantee amount provided by Alpha to Alpha's subsidiaries and the endorsement/guarantee amount provided to individual party shall not exceed 100% and 50%, respectively, of the net worth of Alpha. (Note 7) 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 20%, 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 8) The aggregate endorsement/guarantee amount provided by AEWIN to Aewin Beijing Technologies Co., Ltd. and the endorsement/guarantee amount provided to individual party shall not exceed 50% and 20%, respectively, of the recent audited or reviewed net worth of AEWIN. (Note 9) The aggregate endorsement/guarantee amount provided by Sysage to 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 Sysage.
~126~
QISDA CORPORATION AND SUBSIDIARIES Marketable securities held (excluding investments in subsidiaries, associates, and joint ventures) For the year ended December 31, 2021
(Amounts in thousands of New Taiwan dollars, unless specified otherwise)
Table 3
| Investing Company |
Marketable Securities Type and Name |
Relationship with the Securities Issuer |
Financial Statement Account |
December 31, 2021 | December 31, 2021 | December 31, 2021 | December 31, 2021 | Maximum percentage of ownership during 2021 |
Maximum percentage of ownership during 2021 |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Shares/Units | Carrying Value | Percentage of Ownership |
Fair Value | Shares/Units | Percentage of Ownership |
Note | ||||
| The Company The Company QLLB BMC BMC BMC BMC APV APV APV APV APV APV APV APV APV Darly 2 |
Stock: APLEX Technology, Inc. Stock: AU CPEC Huachuang Private Equity Fund (Fujian) Co., Ltd. Fund Stock: Lagis Enterprise Co., Ltd. Stock: Biodenta Corporation Stock: YiLeLaFa Corporation Stock: CUUMed Catheter Medical Co., Ltd. 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. Stock: Raydium Semiconductor Corporation Stock: Crystalvue Medical Corp. |
- - - - - - - - - - - - - - - - - |
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-current Financial assets at fair value through profit or loss-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-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 |
1,388 663,599 - 1,680 225 300 323 317 619 672 31 2,000 3,667 10,000 2,144 2,309 470 |
57,304 15,196,408 42,788 55,490 (Note 1) 3,000 6,187 46,547 (Note 1) 32,222 377 10,680 21,665 3,296 88,566 1,306,644 22,536 |
4.61% 6.93% 2.50% 5.25% 2.50% 2.73% 2.12% 0.83% 6.19% 2.77% 0.06% 6.17% 3.33% 6.56% 7.13% 3.45% 1.94% |
57,304 15,196,408 42,788 55,490 - 3,000 6,187 46,547 - 32,222 377 10,680 21,665 3,296 88,566 1,306,644 22,536 |
1,388 663,599 - 1,680 225 300 323 317 619 672 31 2,000 3,667 10,000 2,144 2,940 470 |
4.61% 6.99% 2.50% 5.25% 2.50% 6.52% 2.12% 0.88% 6.19% 2.77% 0.06% 6.17% 3.33% 6.56% 7.13% 4.39% 1.94% |
- - - - - - - - - - - - - - - - - |
~127~
| Investing Company |
Marketable Securities Type and Name |
Relationship with the Securities Issuer |
Financial Statement Account |
December 31, 2021 | December 31, 2021 | December 31, 2021 | December 31, 2021 | Maximum percentage of ownership during 2021 |
Maximum percentage of ownership during 2021 |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Shares/Units | Carrying Value | Percentage of Ownership |
Fair Value | Shares/Units | Percentage of Ownership |
Note | ||||
| Darly 2 Darly 2 Darly 2 Darly 2 Darly C Darly C Darly C Darly C BenQ PTT DFI DFI DFI DFI AEWIN AEWIN Sysage Sysage Sysage Sysage |
Stock: Raydium Semiconductor Corporation Stock: Fong Huang Innovation Corporation Stock: Fong Huang 2 Innovation Corporation Stock: Fong Huang 3 Innovation Corporation Stock: Crystalvue Medical Corp. Stock: Athena Capital Management Stock: Anqing Innovation Stock: Visco Vision Inc. Stock: Crystalvue Medical Corp. Preferred Stock: D8AI Holdings Coporation Stock: APLEX Technology, Inc. Fund: Cathay No 1 REIT Asia Tech Venture Fund Bond: WM 7.25% Perpetual Stock: Aewin Korea Co., Ltd. Stock: AuthenTrend Technology Inc. CDS Holdings Limited Stock: Yobon Technologies, Inc. Stock: Dynasafe Technologies, Inc. Stock: Touch Cloud, 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-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-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-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 |
1,552 6,000 3,000 3,000 34 1,000 1,033 285 1,487 3,500 999 1,442 USD 225 USD 200 10 300 600 3 3,906 200 |
878,099 83,693 36,374 32,465 1,630 5,340 5,409 61,860 71,302 5,196 41,259 26,144 (Note 1) (Note 1) 1,288 (Note 1) (Note 1) (Note 1) 227,410 856 |
2.32% 18.75% 7.01% 13.04% 0.14% 3.09% 2.24% 0.52% 6.13% 2.30% 3.32% - - - 16.67% 1.42% 1.11% 0.42% 19.53% 1.50% |
878,099 83,693 36,374 32,465 1,630 5,340 5,409 61,860 71,302 5,196 41,259 26,144 - - 1,288 - - - 227,410 856 |
1,633 6,000 3,000 3,000 34 1,000 1,033 285 1,487 3,500 999 1,442 - - 10 300 600 3 3,906 200 |
2.44% 18.75% 7.01% 13.04% 0.14% 3.09% 2.24% 0.52% 6.13% 2.30% 3.32% - - - 16.67% 1.42% 1.12% 0.42% 19.53% 2.74% |
- - - - - - - - - - - - - - - - - - - - |
~128~
| Investing Company |
Marketable Securities Type and Name |
Relationship with the Securities Issuer |
Financial Statement Account |
December 31, 2021 | December 31, 2021 | December 31, 2021 | December 31, 2021 | Maximum percentage of ownership during 2021 |
Maximum percentage of ownership during 2021 |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Shares/Units | Carrying Value | Percentage of Ownership |
Fair Value | Shares/Units | Percentage of Ownership |
Note | ||||
| Sysage Sysage Sysage Simula Simula GSC Alpha Hitron Technologies Hitron Technologies Hitron Technologies Hitron Technologies Hitron Technologies Hitron Technologies Hitron Technologies Hitron Technologies Hitron Technologies Interactive Digital DIVA DIVA |
Gemini Data, Inc. Stock: Kingtel Corporation Limited Partnership Equity: Taiwania Capital Buffalo Fund� ,LP. Stock: Optomedia Technology Inc. Stock: Taiwan Competition Co., Ltd. Stock: New Image Medical Co.,Ltd. Stock: TGC, Inc. Stock: Senao International 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 Holding Company Ltd. Preferred Stock: Codent Networks (Cayman) Ltd. Stock: Transcend Information Inc. Stock: Insight Genomics Inc. Stock: Renown Information TechnologyCorp. |
- - - - - - - - - - - - - - - - - - - |
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 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 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 Financial assets at fair value through other comprehensive income-non-current Financial assets at fair value through other comprehensive income-non-current |
2,706 443 (Note 2) 817 500 200 500 152 441 668 120 1,220 198 1,000 294 1,570 362 600 600 |
10,930 1,498 97,602 2,411 2,469 2,960 (Note 1) 5,077 32,237 19,335 (Note 1) (Note 1) (Note 1) (Note 1) (Note 1) (Note 1) 26,462 3,534 762 |
1.70% 18.09% 12.78% 3.26% 16.67% 0.74% 1.83% - - 1.79% 1.20% 9.34% 10.94% 6.45% 0.75% - - 10.00% 12.00% |
10,930 1,498 97,602 2,411 2,469 2,960 - 5,077 32,237 19,335 - - - - - - 26,462 3,534 762 |
2,706 443 (Note 2) 817 500 200 500 - - 668 120 1,220 198 1,000 294 - 362 600 600 |
2.94% 18.09% 13.20% 3.26% 16.67% 0.74% 1.83% - - 2.10% 1.20% 9.34% 10.94% 6.45% 0.75% - - 10.00% 12.00% |
- - - - - - - - - - - - - - - - - - - |
~129~
| Investing Company |
Marketable Securities Type and Name |
Relationship with the Securities Issuer |
Financial Statement Account |
December 31, 2021 | December 31, 2021 | December 31, 2021 | December 31, 2021 | Maximum percentage of ownership during 2021 |
Maximum percentage of ownership during 2021 |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Shares/Units | Carrying Value | Percentage of Ownership |
Fair Value | Shares/Units | Percentage of Ownership |
Note | ||||
| DIVA | Stock: Pharmally International HoldingCo. Ltd. |
- | Financial assets at fair value through profit or loss-non-current |
150 | (Note 1) | - | - | 150 | - | - |
(Note 1) The impairment loss was fully recognized.
(Note 2) There was no shares as the compan is a limited partnership.
~130~
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, 2021
(Amounts in thousands of New Taiwan dollars, unless specified otherwise)
Table 4
| Table 4 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company Name | Marketable Securities Type and Name |
Financial Statement Account |
Counter-Party | Name of Relations hip |
Beginning Balance | Purchase | Disposal | Ending Balance | ||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Carrying Value |
Gain (Loss) on Disposal |
Shares | Amount(Note 1) | |||||
| The Company BBM DFI DFI Hitron Technologies Simula DIC |
Sysage NSHD Brainstorm ACE Hitron Vietnam AST DIVA |
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 Investment accounted for using equity method Investment accounted for using equity method |
- Hangzhou Lan Cheng Hong Chuang Investment Ltd. - - - - - |
Parent/Sub sidiary - Parent/Sub sidiary Parent/Sub sidiary Parent/Sub sidiary Parent/Sub sidiary - |
66,000 - - 37,676 - - - |
1,856,785 384,857 - 793,722 434,914 - - |
30,841 - 233 16,282 - 32,001 20,856 |
1,387,856 - 501,582 507,636 1,036,992 983,858 625,680 |
- - - - - - - |
- 1,231,460 - - - - - |
- 180,476 - - - - - |
- 1,042,365 - - - - - |
96,841 - 233 53,958 - 32,001 20,856 |
2,662,719 183,100 501,582 1,301,359 1,471,906 1,008,924 617,569 |
(Note 1) The ending balance includes shares of profits/losses of investees and other related adjustment.
~131~
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, 2021
(Amounts in thousands of New Taiwan dollars, unless specified otherwise)
Table 5
| Table 5 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company Name |
Property Name | Transaction Date |
Transactio n Amount |
Status of Payment |
Counter Party | Relationshi p 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 | Relationshi p with the Company |
Date of Transfer |
Amount | ||||||||||
| AEWIN | Land and Buildings | Qctober 4, 2021 |
470,880 | Payment in full | Avanti Commerce Centre Limited |
- | - | - | - | - | Negotiate according to appraisal report |
Operating purpose |
None |
~132~
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, 2021
(Amounts in thousands of New Taiwan dollars, unless specified otherwise)
Table 6
| 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 |
Relation with the Counter Party |
Counter Party | Purpose of Disposal |
Price Reference |
Notes |
| Qisda Sdn. Bhd. (QLPG) |
Two land and buildings in Malaysia |
Board resolution date June 11, 2020 ; Transaction date: June, 2021 |
1990 | 115,802 | 618,957(MYR 92,000 thousand) Net selling price after tax is 561,173 |
517,907 which is 93% of the contract price has been received. |
365,338 | Associates | Visco Technology Sdn.Bhd. |
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 |
| DFI | Land and Buildings |
November 30, 2021 | April 1, 1987 |
456,344 | 550,000 | Received all payments |
85,901 (Note 1) |
Not applicable | Axiomtek Co., Ltd. | To activate asset and increase working capital |
Negotiate according to appraisal report |
None |
(Note 1) The amount after deducting transaction-related fees.
~133~
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, 2021
(Amounts in thousands of New Taiwan dollars, unless specified otherwise)
| 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, 2021 (Amounts in thousands of New Taiwan dollars, unless specified otherwise) |
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, 2021 (Amounts in thousands of New Taiwan dollars, unless specified otherwise) |
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, 2021 (Amounts in thousands of New Taiwan dollars, unless specified otherwise) |
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, 2021 (Amounts in thousands of New Taiwan dollars, unless specified otherwise) |
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, 2021 (Amounts in thousands of New Taiwan dollars, unless specified otherwise) |
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, 2021 (Amounts in thousands of New Taiwan dollars, unless specified otherwise) |
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, 2021 (Amounts in thousands of New Taiwan dollars, unless specified otherwise) |
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, 2021 (Amounts in thousands of New Taiwan dollars, unless specified otherwise) |
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, 2021 (Amounts in thousands of New Taiwan dollars, unless specified otherwise) |
|||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 The Company The Company QCSZ QCSZ QCSZ QCSZ QCSZ QCSZ QCOS QCOS QCOS QCOS QCOS QCOS QCES QCES QCES QCPS QCPS QALA QJTO QVH BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ |
BenQ QJTO QALA AU AUSZ AUKS DFI Topview BBC PTT QCSZ QCOS QVH Sysage The Company BQC_RO QCES QCPS DIC AU The Company BQC_RO QCES QCPS AU ADPHQ QCOS QCSZ DARWIN QCSZ QCOS The Company The Company The Company The Company INF AU BQA BQC RO BQE BQHK_HLD BQL |
Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary (Note 5) (Note 5) (Note 5) Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Affiliates Affiliates Affiliates Affiliates (Note 5) Parent/Subsidiary Affiliates Affiliates Affiliates (Note 5) (Note 5) Affiliates Affiliates (Note 5) Affiliates Affiliates Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Affiliates (Note 5) Affiliates Affiliates Affiliates Affiliates Affiliates |
(Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) Purchases Purchases Purchases Purchases (Sales) (Sales) (Sales) Purchases Purchases Purchases (Sales) (Sales) Purchases Purchases Purchases Purchases (Sales) Purchases Purchases (Sales) (Sales) Purchases Purchases (Sales) Purchases Purchases Purchases (Sales) (Sales) (Sales) (Sales) (Sales) |
(6,258,208) (2,827,402) (24,548,118) (5,928,960) (1,931,807) (280,607) (350,492) (206,268) (125,685) (250,248) 78,724,562 14,536,303 1,324,048 126,885 (78,724,562) (1,110,198) (102,951) 1,527,466 467,176 7,068,650 (14,536,303) (1,251,722) 835,839 259,435 134,072 395,613 (835,839) 102,951 120,717 (1,527,466) (259,435) 24,548,118 2,827,402 (1,324,048) 6,258,208 151,688 3,473,089 (3,898,924) (161,966) (7,017,415) (143,583) (518,411) |
(6) (3) (23) (6) (2) - - - - - 78 14 1 - (89) (1) - 2 1 8 (84) (7) 5 2 1 2 (4) 1 1 (80) (14) 100 100 (100) 38 1 21 (21) (1) (39) (1) (3) |
OA90 OA120 OA90 OA120 OA120 OA120 OA60 OA60 OA30 OA30 OA120 OA120 OA60 OA120 OA120 OA120 OA60 OA60 EOM45 EOM55 OA120 OA120 OA60 OA60 OA60 OA60 OA60 OA60 OA60 OA60 OA60 OA90 OA120 OA60 OA60 OA60 EOM55 OA90 OA120 OA90 OA90 OA90 |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
2,524,742 991,853 5,538,535 1,281,698 707,652 141,110 50,843 22,901 24,434 46,137 (18,224,092) (3,567,730) (155,155) (99,293) 18,224,092 7,656 13,173 (173,031) (37,879) (601,428) 3,567,730 33,197 (88,764) (33,167) (13,930) (67,013) 88,764 (13,173) (24,565) 173,031 33,167 (5,538,539) (991,853) 155,155 (2,524,742) (67,297) (2,511,593) 734,413 5,521 2,005,350 17,178 238,912 |
13 5 28 6 4 1 - - - - (73) (14) (1) - 91 - - (1) - (3) 91 1 (2) (1) - (2) 3 - (1) 68 13 (100) (99) 96 (52) (1) (52) 13 - 35 - 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 | |||
| BenQ BQA BQA BQC RO BQC RO BQC_RO BQC_RO BQE BQE BQE BQE BQE BQE BQE BQE BQE BQE BQL BQL BQL BQP BQP BQP BQP BQP BQP BQAT BQAU BQCA BQCH BQDE BQFR BQHK_HLD BQIB BQIN BQIT BQJP BQME BQMX BQNL BQSE BQsha_EC2 BQTH BQUK Maxgen BBC |
BQP BQCA BenQ QCOS QCSZ BenQ BQsha_EC2 BenQ BQDE BQFR BQIT BQUK BQAT BQSE BQIB BQNL BQCH BenQ BQMX MaxGen BQAU BOIN BQJP BOME BQTH BenQ BQE BQP BQA BQE BQE BQE BenQ BQE BQP BQE BQP BQP BQL BQE BQE BQC_RO BQP BQE BQL The Company |
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 Parent/Subsidiary |
(Sales) (Sales) Purchases Purchases Purchases Purchases (Sales) Purchases (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) Purchases (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases Purchases |
(6,177,436) (786,502) 3,898,924 1,251,722 1,110,198 161,966 (159,935) 7,017,415 (1,877,581) (792,211) (416,472) (1,467,554) (888,899) (422,449) (648,013) (352,914) (201,387) 518,411 (300,453) (126,517) (439,947) (837,185) (2,167,397) (1,006,588) (188,571) 6,177,436 888,899 439,947 786,502 201,387 1,877,581 792,211 143,583 648,013 837,185 416,472 2,167,397 1,006,588 300,453 352,914 422,449 159,935 188,571 1,467,554 126,517 125,685 |
(34) (16) 98 37 33 5 (3) 96 (23) (10) (5) (18) (11) (5) (8) (4) (3) 99 (51) (22) (6) (12) (31) (14) (3) 98 100 91 100 100 100 100 93 100 96 100 100 95 87 98 99 96 98 100 80 52 |
OA60 OA60 OA90 OA120 OA120 OA120 OA120 OA90 OA30 OA30 OA30 OA30 OA45 OA30 OA30 OA30 OA30 OA90 OA90 OA90 OA60 OA60 OA60 OA60 OA60 OA60 OA45 OA60 OA60 OA30 OA30 OA30 OA90 OA30 OA60 OA30 OA60 OA60 OA90 OA30 OA30 OA120 OA60 OA30 OA90 OA30 |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
1,998,702 136,303 (734,413) (33,197) (7,656) (5,521) 4,378 (2,005,350) 109,112 228,091 52,034 184,932 35,936 15,918 8,909 82,213 10,619 (238,912) 93,090 440,640 118,430 663,687 617,410 298,080 106,705 (1,998,702) (35,936) (118,430) (136,303) (10,619) (109,112) (228,091) (17,178) (8,909) (663,687) (52,034) (617,410) (298,080) (93,090) (82,213) (15,918) (4,378) (106,705) (184,932) (440,640) (24,434) |
35 28 (100) (9) (2) (2) 1 (97) 13 27 6 22 4 2 1 10 1 (99) 17 79 5 30 28 13 5 (100) (100) (98) (100) (78) (94) (99) (92) (72) (100) (96) (97) (93) (93) (99) (92) (85) (100) (95) (99) (43) |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
�135�
| 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 | |||
| ESM GSC K2 K2(Shanghai) INF DIC DIC Data Image (Suzhou) Corporation Data Image (Suzhou) Corporation Topview Topview Messoa Technologies Inc DFI DFI DFI AMERICA, LLC. DFI Diamond Flower Information (NL) B.V. DFI DFI Co., Ltd. DFI AEWIN DFI DYTH AEWIN Aewin Beijing Technologies Co., Ltd Advancedtek Ace (TJ) Inc. Tianjin Ace Pillar Co., Ltd. AEWIN AEWIN TECH Alpha Alpha |
GSC ESM K2(Shanghai) K2 BenQ QCSZ Data Image (Suzhou) Corporation DIC AU The Company Messoa Technologies Inc Topview The Company DFI AMERICA, LLC. DFI Diamond Flower Information (NL) B.V. DFI DFI Co., Ltd. DFI DFI AEWIN DYTH DFI Aewin Beijing Technologies Co., Ltd AEWIN Tianjin Ace Pillar Co., Ltd. Advancedtek Ace (TJ) Inc. AEWIN TECH AEWIN Alpha USA D-Link Asia |
Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates (Note 5) Parent/Subsidiary Affiliates Affiliates Parent/Subsidiary Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates |
(Sales) Purchases (Sales) Purchases (Sales) (Sales) Processing cost Processing Revenue Purchases Purchases (Sales) Purchases Purchases (Sales) Purchases (Sales) Purchases (Sales) Purchases (Sales) Purchases (Sales) Purchases (Sales) Purchases (Sales) Purchases (Sales) Purchases (Sales) Purchases |
(390,333) 390,333 (300,857) 300,857 (151,688) (467,176) 1,983,506 (1,983,506) 377,832 206,268 (226,604) 226,604 350,492 (579,172) 579,172 (335,051) 335,051 (216,968) 216,968 (473,425) 473,425 (146,668) 146,668 (445,822) 445,822 (455,128) 455,128 (148,507) 148,507 (4,760,796) 5,541,952 |
88 100 37 44 100 (11) 65 (46) 12 13 (11) 99 10 (17) 100 (10) 100 (6) 99 (14) 24 (4) 91 (35) 42 (100) 33 (12) 100 (28) 35 |
OA60 OA60 OA90 OA90 OA60 EOM45 Depends on its working capital status Depends on its working capital status EOM45 Depends on its contractual terms Depends on its contractual terms Depends on its contractual terms OA60 60~90 Days 60~90 Days 60~90 Days 60~90 Days 60~90 Days 60~90 Days EOM60 EOM60 60~90 Days 60~90 Days 150 Days after shipment 150 Days after shipment T/T 30 Days T/T 30 Days 120 Days after shipment 120 Days after shipment 90 Days 90 Days |
- - - - - - - - - - - - - - - - - - - According to contract price According to contract price - - - - - - - - - - |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
55,052 (55,052) 112,267 (112,267) 67,297 37,879 (199,422) 199,422 (28,175) (22,901) 60,277 (60,277) (50,843) 69,313 (69,313) 13,451 (13,451) 14,796 (14,796) 112,266 (112,266) 25,498 (25,498) 398,155 (398,155) 61,680 (61,680) 57,270 (57,270) 852,899 (349,133) |
80 (96) 44 (100) 98 4 (23) 19 (3) (5) 11 (99) (6) 11 (99) 2 (100) 2 (92) 18 (43) 4 (94) 68 (64) 98 (31) 10 (100) 29 (21) |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
�136�
| 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 | |||
| Alpha Alpha Changshu Alpha HK D-Link Asia Hitron Technologies Hitron Technologies Hitron Vietnam Hitron Suzhou Hitron Suzhou Alpha USA D-Link Asia Alpha Changshu Mirac Alpha Changshu Alpha Dongguan Hitron Americas Hitron Europe Hitron Technologies Hitron Technologies Hitron Vietnam BMC BMC BMC BMC BMC BMC BMC BMC BMC SGM SGM BMS BMM Simula Simula Technology (ShenZhen) Co., Ltd. PTT PTT |
Alpha Changshu Mirac Alpha Changshu Alpha Dongguan Hitron Americas Hitron Europe Hitron Technologies Hitron Technologies Hitron Vietnam Alpha Alpha Alpha Alpha Changshu Alpha HK D-Link Asia Hitron Technologies Hitron Technologies Hitron Vietnam Hitron Suzhou Hitron Suzhou AU AUSZ AUXM BMM SGM VVM BMS VVT BMW BMC BMC BMC BMC Simula Technology (ShenZhen) Co., Ltd. Simula The Company PTE |
Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates (Note 5) (Note 5) (Note 5) Affiliates Affiliates Other related party Affiliates Other related party Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Parent/Subsidiary Affiliates |
Purchases (Sales) (Sales) Purchases (Sales) (Sales) (Sales) (Sales) (Sales) Purchases (Sales) (Sales) Purchases Purchases (Sales) Purchases Purchases Purchases Purchases Purchases (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) Purchases Purchases Purchases Purchases Purchases (Sales) (Sales) Purchases (Sales) Purchases (Sales) |
6,329,794 (606,216) (7,407,351) 5,541,952 (4,523,454) (651,702) (5,956,885) (812,542) (153,206) 4,760,796 (5,541,952) (6,329,794) 606,216 7,407,351 (5,541,952) 4,523,454 651,702 5,956,885 812,542 153,206 (3,832,291) (1,215,914) (809,816) (433,328) (270,498) (102,930) 861,864 359,098 257,518 433,328 270,498 (861,864) (257,518) 832,516 (832,516) 250,248 (362,551) |
40 (9) (100) 56 (47) (7) (61) (8) (2) 100 (56) (90) 99 89 (99) 96 100 58 8 3 (24) (8) (5) (3) (2) (1) 8 3 2 57 95 (90) (62) 89 (89) 23 (30) |
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 OA90 OA90 OA90 OA30 OA90 OA90 OA120 OA90 OA90 EOM60 EOM60 OA30 OA90 |
- - - - - - - - - - - - - - - - - - - - (Note 1) (Note 1) (Note 1) (Note 1) (Note 1) (Note 1) (Note 2) (Note 2) (Note 2) - - - - (Note 4) Equal to third-party customers (Note 3) (Note 3) |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Third-party vendor: EOM 30-120 Non-related party: EOM 30-120 - - |
(372,631) 127,369 1,307,227 (377,082) 1,360,832 111,182 634,323 55,541 - (852,899) 349,133 372,631 (127,369) (1,307,227) 377,082 (1,360,832) (111,182) (634,323) (55,541) - 419,854 88,716 51,334 248,054 150,948 42,066 (351,388) (48,346) (42,785) (248,054) (150,948) 351,388 42,785 (87,840) 87,840 (46,137) 144,261 |
(23) 24 100 (41) 75 6 35 3 - (100) 38 71 (78) (75) 92 (100) (99) (81) (7) - 14 3 2 8 5 1 (10) (1) (1) (96) (100) 98 47 (58) 72 (22) 28 |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
�137�
| 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 | |||
| PTT PTT PTT PTE PTU PTME PTUK Sysage |
PTU PTME PTUK PTT PTT PTT PTT The Company |
Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Parent/Subsidiary |
(Sales) (Sales) (Sales) Purchases Purchases Purchases Purchases (Sales) |
(275,324) (120,345) (120,016) 362,551 275,324 120,345 120,016 (126,885) |
(23) (10) (10) 53 90 50 76 (1) |
OA90 OA90 OA90 OA90 OA90 OA90 OA90 EOM120 |
(Note 3) (Note 3) (Note 3) (Note 3) (Note 3) (Note 3) (Note 3) - |
- - - - - - - - |
112,778 98,208 38,969 (144,261) (112,778) (98,208) (38,969) 99,293 |
22 19 8 (71) (99) (98) (94) 4 |
- - - - - - - - |
(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) Simula seldom purchases the same products from other vendors. Therefore, the purchase prices are not reasonably comparable.
(Note 5) AU and AUSZ were associates before May 2021. Since May 2021, AU and AUSZ has become the entity that has significant influence over the Group.
(Note 6) The above intercompany transactions have been eliminated when preparing the consolidated financial statements.
�138�
QISDA CORPORATION AND SUBSIDIARIES Receivables from related parties which exceed NT$100 million or 20% of the paid-in capital December 31, 2021
(Amounts in thousands of New Taiwan dollars, unless specified otherwise)
| Table 8 | Table 8 | Table 8 | 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 QCSZ QCOS QCES QCPS QVH BenQ BenQ BenQ BenQ BenQ BQA BQE BQE BQE BQL BQP BQP BQP BQP BQP K2 Data Image (Suzhou) Corporation AEWIN |
BenQ QJTO QALA AU AUSZ QCSZ QCOS AUKS The Company The Company The Company QCSZ The Company BQA BQE BQL BQP QCSZ BQCA BQDE BQFR BQUK MaxGen BQAU BQIN BQJP BQME BQTH K2SH DIC Aewin BeijingTechnologies Co.,Ltd. |
Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary (Note 4) (Note 4) Parent/Subsidiary Parent/Subsidiary (Note 4) Parent/Subsidiary Parent/Subsidiary Parent/Subsidiary Affiliates Parent/Subsidiary Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates |
2,524,742 991,853 5,538,535 1,281,698 707,652 879,741 447,470 141,110 18,224,092 3,567,730 1,376,443 173,031 155,155 734,413 2,005,350 238,912 1,998,702 212,556 136,303 109,112 228,091 184,932 440,640 118,430 663,687 617,410 298,080 106,705 112,266 199,422 398,155 |
2.25 3.17 4.16 4.50 2.57 (Note 1) (Note 1) 3.98 4.44 4.07 (Note 1) 9.45 8.53 5.82 3.01 1.84 3.44 (Note 1) 4.90 6.59 2.50 8.90 0.26 3.45 1.28 4.85 3.42 1.84 2.68 11.22 1.14 |
321,092 12,911 651,220 146 - 9,557 5,985 - 4,193,746 - - - - - 506,285 110,736 504,031 30,540 - - 175,789 71,835 416,861 168,565 416,353 18,701 108,886 70,020 - - 151,918 |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
968,970 31,569 - 462,114 141,532 438,817 218,478 - 4,193,746 794 1,376,443 - - 308,576 537,852 58,257 532,386 148,768 65,418 109,112 95,100 260,949 - 54,156 70,512 409,171 144,062 5,550 - - - |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
�139�
| 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 | |||||||
| ACE Alpha Alpha D-Link Asia Alpha Changshu Alpha Dongguan Alpha Changshu Alpha HK D-Link Asia Hitron Technologies Hitron Technologies Hitron Technologies Hitron Vietnam BMC BMC BMC BMS PTT PTT |
Tianjin Ace Pillar Co., Ltd. Alpha USA Alpha HK Alpha Alpha D-Link Asia Mirac Networks (Dongguan) Co.,Ltd. Alpha Changshu Alpha Dongguan Hitron Americas Hitron Europe Hitron Vietnam Hitron Technologies AU BBM SGM BMC PTE PTU |
Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates (Note 4) Affiliates Affiliates Affiliates Affiliates Affiliates |
166,080 852,899 305,125 349,133 372,631 377,082 127,369 1,307,227 548,197 1,360,832 111,182 1,270,467 634,323 419,854 248,054 150,948 351,388 144,261 112,778 |
(Note 1) 4.79 (Note 1) 3.59 8.96 3.54 4.26 6.51 3.01 2.79 3.60 (Note 1) 7.06 3.33 (Note 2) 2.60 (Note 2) 2.74 (Note 2) 4.06 (Note 2) 3.47 3.98 |
- - 87,427 - 3 593 - 171,243 12,540 - - - - - - - - - - |
- - - - - - - - - - - - - - - - - - - |
- 603,794 - 349,133 372,631 353,585 113,860 608,075 458,311 523,845 27,839 485,180 634,323 - - 150,948 78,969 96,615 42,308 |
- - - - - - - - - - - - - - - - - - - |
(Note 1) The sales from repurchasing after processing have been eliminated; therefore, calculation of turnover rate is not applicable. (Note 2) The calculation of turnover rate includes the account receivable sold to financial institutions.
(Note 3) The above intercompany transactions have been eliminated when preparing the consolidated financial statements.
(Note 4) AU, AUSZ and AUKS were associates before May 2021. Since May 2021, AU, AUSZ and AUKS has become the entity that has significant influence over the Group.
�140�
QISDA CORPORATION AND SUBSIDIARIES
Business relationships and significant intercompany transactions For the year ended December 31, 2021 (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 | |||
| 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 0 0 1 2 3 3 |
The Company The Company The Company QCSZ QCOS BenQ BenQ BenQ Alpha Alpha HK Hitron Technologies Hitron Vietnam D-Link Asia Alpha Changshu The Company The Company QCSZ QCOS BenQ BenQ |
BenQ QJTO QALA The Company The Company BQA BQE BQP Alpha USA Alpha Changshu Hitron Americas Hitron Technologies Alpha Alpha BenQ QALA The Company The Company BQE BQP |
1 1 1 2 2 3 3 3 3 3 3 3 3 3 1 1 2 2 3 3 |
(Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) (Sales) Accounts receivable Accounts receivable Accounts receivable Accounts receivable Accounts receivable Accounts receivable |
(6,258,208) (2,827,402) (24,548,118) (78,724,562) (14,536,303) (3,898,924) (7,017,415) (6,177,436) (4,760,796) (7,407,351) (4,523,454) (5,956,885) (5,541,952) (6,329,794) 2,524,742 5,538,535 18,224,092 3,567,730 2,005,065 1,998,702 |
OA90 OA120 OA90 OA120 OA120 OA90 OA90 OA60 90 days 90 days 90 days 90 days 90 days 90 days OA90 OA90 OA120 OA120 OA90 OA60 |
(3%) (1%) (11%) (35%) (6%) (2%) (3%) (3%) (2%) (3%) (2%) (3%) (2%) (3%) 1% 3% 10% 2% 1% 1% |
(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.
�141�
QISDA CORPORATION AND SUBSIDIARIES
Information of Investees (Excluding Information on investments in Mainland China)
For the year ended December 31, 2021
(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, 2021 | Maximum percentage of ownership during 2021 |
Net Income (Loss) of the Investee |
Investment Income (Loss) |
Note | ||||
| December 31, 2021 |
December 31, 2020 |
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 BMC BMC APV APV APV 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 SGM Visco Vision Inc. Cenefom Corporation Genejet Biotech Co., Ltd. Taike Biotech Co., Ltd. MLK Bioscience Co., Ltd. Kangde Corp. Darly C BMC BMTC BBHC BES |
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 Taiwan Taiwan Taiwan Cayman 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, manufacture and sale of medical consumable and equipment R&D and sale of medical consumable and equipment Sale of medical consumable and equipment Investment management consulting R&D, manufacture and sale of optoelectronics film Manufacture and sales of medical consumables and equipments Investment and holding activity Energyservice |
- 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 8,135,810 217,763 260,000 78,338 3,202,856 172,500 1,212,849 600,000 254,000 1,141,340 231,727 177,811 92,262 43,316 - 6,000 5,980 77,933 221,786 42,584 904,102 50,250 |
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 42,584 904,102 50,250 |
- 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 51,610 295,797 6,997 20,000 1 96,841 5,750 - 30,000 10,000 35,082 2,000 9,834 4,418 3,767 - 217 598 12,105 15,182 3,549 25,000 4,100 |
- 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% 54.60% 34.99% 28.82% 54.00% 51.41% 20.00% 100.00% 37.51% 50.00% 100.00% 100.00% 17.97% 34.83% 70.00% - 20.00% 20.00% 45.11% 4.73% 7.96% 10.21% 41.00% |
- 2,040,465 607,050 10,449,666 50,892 53,722 314,820 14,568,130 3,908,565 215,424 985,390 1,298,234 73,276 1,007 59,062 2,832,671 7,689,378 229,224 367,674 83,702 2,662,718 213,758 716,693 633,324 291,224 1,680,378 126,679 133,952 82,693 44,125 - 4,546 4,071 204,853 238,774 83,198 519,235 8,190 |
- 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 51,610 295,797 6,997 20,000 1 96,841 5,750 - 30,000 10,000 35,082 40,000 9,834 4,418 3,767 525 217 598 12,105 15,182 3,549 25,000 4,100 |
- 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% 54.60% 34.99% 28.82% 54.00% 51.41% 20.00% 100.00% 37.51% 50.00% 100.00% 100.00% 17.97% 34.83% 70.00% 20.00% 20.00% 20.00% 45.11% 4.73% 7.96% 10.21% 41.00% |
18,268,182 1,146,533 971,555 1,787,920 8,524 2,134 433,546 1,515,430 332,537 64,375 1,207,221 94,323 (40,049) 5 12,526 615,903 433,888 76,860 318,020 12,464 577,591 128,224 (236,565) 111,216 124,892 172,521 562 444,303 (11,594) (2,670) (1,921) (5,790) (10,676) 10,163 971,555 28,840 1,207,221 962 |
1,255,866 237,533 52,892 1,783,670 8,524 2,134 433,546 1,568,923 332,537 64,375 233,624 20,707 (41,256) 5 2,505 13,585 142,732 25,191 91,932 6,731 252,082 26,066 (236,565) 26,079 58,360 - - - - - - - - - - - - - |
(Note 3) 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 Affiliates Affiliates Associate Associate Associate Affiliates Affiliates Affiliates Affiliates Affiliates |
�142�
| Investor | Investee | Location | Main Businesses and Products | Original investment Amount | Original investment Amount | Balances as of December 31, 2021 | Balances as of December 31, 2021 | Balances as of December 31, 2021 | Maximum percentage of ownership during 2021 |
Maximum percentage of ownership during 2021 |
Net Income (Loss) of the Investee |
Investment Income (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 |
December 31, 2020 |
Shares | Percentage of Ownership |
Carrying Value |
Shares |
Percentage of Ownership |
|||||||
| APV APV APV APV APV APV APV APV Darly C Darly C Darly Darly BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ BenQ BQP BQP BQP BQP BQP BQP BQP BQP BQP BQP BQA BQL BQL |
PTT GST DFI Alpha Topview DIC Simula GSC BES 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 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 Vietnam Co., Ltd. BenQ Canada Corp. BenQ Mexico S. de R.L. de C.V. Joytech LLC |
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 Japan Singapore Australia Malaysia Thailand Korea Indonesia Vietnam Canada Mexico USA |
Manufacture, sales, and import and export of POS terminals and peripherals 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 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 equipments 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 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 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 Investment and holdingactivity |
112,080 12 149,096 284,143 63,525 88,222 201,673 150,000 28,000 273,445 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 90,912 117,987 118,282 21 342 224,405 8,891 4,518 1,837 132,590 119,488 120,116 1,713 6,901 5,576 26 77,591 4,671 |
112,080 12 149,096 284,143 63,525 88,222 205,920 150,000 28,000 273,445 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 4,518 1,837 132,590 119,488 120,116 1,713 6,901 - 26 77,591 4,671 |
6,006 1 2,294 12,236 1,286 3,607 5,390 10,000 2,400 12,710 7,800 14,158 200 4,350 466,200 5,009 20,000 189,000 23,400 14,017 80,848 20,000 19,353 82 6,947 4,000 - 18 440,296 - - 500 2,191 100 12,000 10 6 - 1 3 1 |
8.00% 0.02% 2.00% 2.26% 4.46% 5.20% 6.74% 50.00% 24.00% 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% 0.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 99.69% 100.00% 100.00% 99.97% 100.00% |
160,527 15 149,372 249,299 65,973 83,624 212,359 196,377 4,794 237,763 18,238 293,027 816,103 (174,869) 3,000,943 758,276 406,424 4,189,375 54,704 492,973 1,271,514 415,387 442,423 68,290 87,920 1,413,310 52 351 59,698 53,754 137,935 (6,552) 79,405 7,501 (51,392) 6,254 16,707 6,625 39,074 36,425 (139,964) |
6,006 1 2,294 12,236 1,286 3,607 5,500 10,000 2,400 12,710 7,800 14,158 200 4,350 466,200 5,009 20,000 189,000 23,400 14,017 80,848 20,000 19,353 82 6,947 4,000 - 18 440,296 - - 500 2,191 100 12,000 10 6 - 1 3 1 |
8.00% 0.02% 2.00% 2.26% 4.46% 5.20% 6.88% 50.00% 24.00% 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% 0.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 99.69% 100.00% 100.00% 99.97% 100.00% |
94,323 7,480 615,903 433,888 128,224 318,020 111,216 124,892 962 433,888 (30,005) 1,207,221 126,573 (135,835) 152,687 131,273 271,292 432,430 (30,005) 1,146,533 971,555 1,207,221 28,840 3,077 1,578 621,809 8,148 433,888 31,735 28,933 66,965 9,099 16,192 96 (5,810) 106 8,148 - 33,802 (215) (17,629) |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
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 Affiliates 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, 2021 | Balances as of December 31, 2021 | Balances as of December 31, 2021 | Maximum percentage of ownership during 2021 |
Maximum percentage of ownership during 2021 |
Net Income (Loss) of the Investee |
Investment Income (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 |
December 31, 2020 |
Shares | Percentage of Ownership |
Carrying Value |
Shares |
Percentage of Ownership |
|||||||
| 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 BQE BQE BQE BQE BQE BQE BQE BQE BQE BMTC BMTC BMTC BMTC BMTC BMTC BHS PTT PTT PTT PTT PTT PTT PTT PTT |
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 DFI Alpha K2 DIC Topview Simula BenQ UK Limited BenQ Deutschland GmbH BenQ Benelux B.V. BenQ Austria GmbH 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. Partner-Tech Europe GmbH Partner Tech Middle East FZCO Epoint Systems Pte. Ltd. PTTN PTMG |
USA Brazil Brazil Mexico Taiwan Taiwan Cayman Hong Kong Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan UK Germany The Netherlands Australia Spain Italy France Sweden Russia Taiwan Samoa Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan British Virgin Islands UK Germany United Arab Emirates Singapore Taiwan Taiwan |
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 equipment Energy service Manufacture, sales, and import and export of POS terminals and peripherals 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 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 equipment Manufacture and sales of medical consumables and equipment Manufacture and sales of medical consumables and equipment Manufacture and sales of medical consumables and equipment Manufacture and sales of medical consumables and equipment 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 Software development and sales of product Software development and sales of product Software development and sales ofproduct |
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 4,677 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 51,451 137,387 57,449 20,500 11,000 |
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 4,677 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 51,451 137,387 27,449 20,500 - |
1 1 1 3 5,756 14,728 65,024 3,120 1,590 1,800 1,648 9,175 4,185 1,003 3,005 2,615 5,500 - - - - - 50 - - - 1,995 1,062 10,000 8,800 10,000 700 1,092 2,500 5,551 886 (Note 1) - 222 2,050 1,100 |
100.00% 50.00% 50.00% 99.97% 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% 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% 50.02% 99.00% 69.88% 50.62% 52.38% |
(139,964) (139,964) (139,964) 3,207 79,024 249,253 1,350,646 72,938 37,275 3,596 44,048 597,810 73,744 49,857 66,422 132,686 216,669 60,603 141,115 (28,471) 61,628 84,581 34,694 (105,754) 30,415 14,530 27,397 9,843 241,114 59,367 140,676 30,511 75,819 30,288 152,295 33,625 126,153 23,668 55,232 31,052 17,961 |
1 1 1 3 5,756 14,728 65,024 3,120 1,590 1,800 1,648 9,175 4,185 1,003 3,005 2,615 5,500 - - - - - 50 - - - 1,995 1,062 10,000 8,800 10,000 700 1,092 2,500 5,551 886 (Note 1) - 222 2,050 1,100 |
100.00% 50.00% 50.00% 99.97% 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% 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% 50.02% 99.00% 69.88% 50.62% 52.38% |
(17,629) (35,259) (35,259) (11) 7,480 10,163 1,207,221 (30,005) 28,840 962 94,323 615,903 433,888 76,860 318,020 128,224 111,216 14,331 11,340 3,072 9,694 4,075 5,867 6,482 4,493 1,365 2,281 1,963 16,087 3,615 33,882 14,958 35,348 10,217 16,954 6,151 54,758 8,990 2,863 7,319 10,534 |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
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 |
�144�
| Investor | Investee | Location | Main Businesses and Products | Original investment Amount | Original investment Amount | Balances as of December 31, 2021 | Balances as of December 31, 2021 | Balances as of December 31, 2021 | Maximum percentage of ownership during 2021 |
Maximum percentage of ownership during 2021 |
Net Income (Loss) of the Investee |
Investment Income (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 |
December 31, 2020 |
Shares | Percentage of Ownership |
Carrying Value |
Shares |
Percentage of Ownership |
|||||||
| PTT PTE PTE PTE PTME WEBEST WEBEST WEBEST P&J P&S DFI DFI DFI DFI DFI DFI DFI AEWIN AEWIN Wise Way ACE ACE Cyber South Cyber South K2 K2 DIC DIC DIC DIVA DIVA DIVA DIVA DIVA DIVA Diva Capital lnc. QUBYX Limited QUBYX Limited EASC Sysage Sysage |
Partner Tech North Africa Partner Tech UK Corp., Ltd. Sloga team D.o.o. Retail Solution & System S.L. E-POS International LLC PTTN Partner Tech North Africa Partner Tech Middle East FZCO P&S Investment Holding Co., Ltd. (B.V.I.) Partner Tech USA Inc. DFI AMERICA, LLC. Yan Tong Technology Ltd. DFI Co., Ltd. Diamond Flower Information (NL) B.V. AEWIN ACE Brainstorm 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 DIVA DMC Components International, LLC DIVA Laboratories GmbH DIVA Laboratories U.S., LLC Panoramic Imaging Solutions Inc. Diva Capital lnc. QUBYX Limited The Linden Group Corp. Diva Holding lnc. QUBYX LTD QUBYX Software Technologies Inc Expert Alliance Smart Technology Co., Ltd. Global Intelligence Network Co., Ltd. Unisage Digital Co.,Ltd. |
Morocco UK Slovenia Spain United Arab Emirates Taiwan Morocco United Arab Emirates British Virgin Islands USA USA Mauritius Japan The Netherlands Taiwan Taiwan USA Anguilla USA Hong Kong Samoa Hong Kong Samoa Hong Kong Thailand Indonesia Mauritius Taiwan Orlando, USA Germany USA Taiwan Samoa UK USA Samoa France USA Macao Taiwan Taiwan |
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 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 Investment and holding activity Sales, import and export of electronic products Sales of industrial motherboards Investment and holding activity Sales of industrial motherboards Sales of industrial motherboards Manufacture and sale of industrial motherboards and component Sales of automation mechanical transmission system and component Wholesale and retail of computers and peripherals product 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 Manufacture and sales of medical consumables and equipment Agency sales Sales of monitor Sales of monitor Sales of monitor Investments in Mainland China Sales and software development Sales of monitor Investments in Mainland China Sales and software development Sales and software development Sales of brand-name electronic products and smart services Sales of network and information and communication hardware and software Manufacture of medical equipment |
4,075 5,640 980 - 2,485 10 1 1,560 134,973 31,593 254,683 187,260 104,489 35,219 564,191 1,301,359 501,582 46,129 77,791 46,129 107,041 5,120 527,665 4,938 15,919 257,728 518,381 625,680 24,304 25,092 35,858 24,600 52,908 17,815 30,015 52,598 38 - 381 119,142 506 |
4,075 5,640 980 - 2,485 10 1 1,560 134,973 31,593 254,683 187,260 104,489 35,219 556,464 793,722 - 46,129 77,791 46,129 107,041 5,120 527,665 4,938 15,919 257,728 518,381 - 24,304 25,092 35,858 24,600 45,915 17,815 30,015 45,605 38 - 381 119,142 1,687 |
13 114 (Note 1) (Note 1) - 1 - - 4,560 1,091 1,209 6,000 6 12 30,376 53,958 233 1,500 2,560 1,500 4,669 1,200 17,744 150 - - 20,215 20,856 300 - - 2,500 - 2 - - 1 - 100 10,475 67 |
58.18% 11.40% 90.00% 68.00% 100.00% 0.02% - 1.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 51.38% 48.07% 35.09% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 49.00% 67.00% 100.00% 35.55% 30.00% 100.00% 100.00% 100.00% 100.00% 60.00% 19.00% 100.00% 100.00% 100.00% 100.00% 79.36% 38.01% |
(138) 5,410 (14,472) 15,456 5,800 12 - 202 151,817 71,591 363,409 178,568 287,699 67,927 596,523 1,095,684 535,021 163,707 (453) 190,941 626,514 39,722 511,706 (598) 22,908 304,312 332,482 617,569 4,812 1,433 7,928 35,511 13,394 - 26,647 14,071 - - 5,483 205,502 580 |
13 114 (Note 1) (Note 1) - 1 - - 4,560 1,091 1,209 6,000 6 12 30,376 53,958 233 1,500 2,560 1,500 4,669 1,200 17,744 150 - - 20,215 20,856 300 - - 2,500 - 2 - - 1 - 100 10,475 225 |
58.18% 11.40% 90.00% 68.00% 100.00% 0.02% - 1.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 51.38% 48.07% 35.09% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 49.00% 67.00% 100.00% 35.55% 30.00% 100.00% 100.00% 100.00% 100.00% 60.00% 19.00% 100.00% 100.00% 100.00% 100.00% 79.36% 38.01% |
- 6,151 2,113 20,451 (517) 7,319 - 8,990 16,946 15,884 4,624 7,338 10,481 13,955 44,617 147,895 248,222 76,229 (3,250) 76,229 56,442 (259) 44,403 3,661 13,852 66,329 55,383 21,855 6,348 (287) 3,421 2,709 (5,417) - 11,387 (5,395) - - (26,010) 54,169 (389) |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
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 Associate Affiliates Affiliates Affiliates Affiliates Associate Associate Affiliates Associate Associate Affiliates Affiliates Associate |
�145�
| Investor | Investee | Location | Main Businesses and Products | Original investment Amount | Original investment Amount | Balances as of December 31, 2021 | Balances as of December 31, 2021 | Balances as of December 31, 2021 | Maximum percentage of ownership during 2021 |
Maximum percentage of ownership during 2021 |
Net Income (Loss) of the Investee |
Investment Income (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2021 |
December 31, 2020 |
Shares | Percentage of Ownership |
Carrying Value |
Shares |
Percentage of Ownership |
|||||||
| Sysage Sysage Sysage Sysage Sysage Sysage Epic Cloud Epic Cloud AdvancedTEK Statnic Topview Messoa Simula Simula Simula Simula Simula Aspire Asia Inc. Aspire Asia Inc. GSC GSC Alpha Alpha Alpha Alpha Alpha Alpha Alpha Alpha Enrich Investment Enrich Investment Enrich Investment Hitron Technologies Hitron Technologies Hitron Technologies Hitron Technologies Hitron Technologies Hitron Technologies |
Epic Cloud Information Integration Co Grandsys Inc. AdvancedTEK International Corp Corex (Pty) Ltd. Statinc Company Everlasting Digital ESG Co., Ltd. Global Intelligence Network Co., Ltd. Statinc Company APEO Human Capital Services Corp. Dataa Messoa Messoa Technologies Inc. (USA) Simula Technology Corp. Simula Company Limited Aspire Asia Inc. Mcurich Inc. Action Star Technology Co.,Ltd. Aspire Electronics Corp. 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 Aespula Technologies Inc. Hitron Samoa Interactive Digital Hitron Europe Hitron Americas Innoauto Technologies Hitron Vietnam |
Taiwan Taiwan Taiwan South Africa Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan USA USA Hong Kong British Virgin Islands Taiwan Taiwan Samoa Hong Kong Taiwan Taiwan Cayman Japan USA Hong Kong USA Taiwan Taiwan Singapore Taiwan Taiwan Taiwan Samoa Taiwan The Netherlands USA Taiwan Vietnam |
Software and data processing services Data software processing service Applications implement services Sales, import and export of electronic products Market research, marketing consultant and data processing service Sales and software development Sales of network and information and communication hardware and software Market research, marketing consultant and data processing service Implementaion of application software services Market research, marketing consultant and data processing service 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 Manufacture of computer and periherals products Investment and holding activity 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 Sale of network equipment, components and technical services International trade Telecommunication and broadband network system services International trade International trade Investment Production and sale of broadband telecommunications products |
50,000 94,547 30,091 251,872 69,983 5,000 172 40 2,060 20,000 23,879 27,126 15,699 187,625 286,764 15,029 983,858 95,099 181,726 20,250 286,314 203,372 5,543 51,092 3,143,628 260,497 320,000 4,811,000 1,692,805 189,523 50,000 80,000 642,697 126,091 59,604 90,082 20,000 1,511,735 |
9,400 94,547 30,091 - - - - - - - 23,879 27,126 15,699 187,625 286,764 15,029 - 95,099 181,726 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 - 669,031 126,091 59,604 90,082 50,000 550,355 |
5,000 5,643 1,153 1 1,754 500 10 1 200 2,000 1,945 - 500 50,500 9,403 645 32,001 2,188 46,033 1,500 22,200 6,464 1 1,500 780,911 8,100 32,000 200 86,946 2,575 5,000 8,000 21,350 16,703 15 300 2,000 - |
100.00% 21.84% 34.09% 100.00% 34.99% 29.41% 0.08% 0.02% 100.00% 100.00% 40.78% 100.00% 100.00% 52.31% 100.00% 23.33% 59.35% 95.10% 47.69% 100.00% 66.57% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 62.24% 100.00% 6.64% 100.00% 98.92% 100.00% 43.10% 100.00% 100.00% 100.00% 100.00% |
27,428 105,599 35,489 286,481 86,493 4,133 172 40 2,564 18,912 2,892 22,458 30,231 150,145 151,360 947 1,008,924 14,878 136,865 58,798 244,259 (21,344) 19,408 138,491 2,257,173 167,336 232,522 3,893,949 1,765,629 115,599 24,244 76,775 578,035 542,285 19,110 201,533 3,631 1,471,906 |
5,000 5,643 1,153 1 1,755 500 10 1 200 2,000 1,945 - 500 50,500 9,403 645 32,001 2,188 46,033 1,500 22,200 6,464 1 1,500 780,911 8,100 32,000 200 86,946 2,575 5,000 8,000 21,350 16,703 15 300 2,000 - |
100.00% 23.58% 34.09% 100.00% 35.01% 29.41% 0.08% 0.02% 100.00% 100.00% 40.78% 100.00% 100.00% 52.31% 100.00% 23.33% 59.35% 95.10% 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% 98.92% 100.00% 43.10% 100.00% 100.00% 100.00% 100.00% |
(19,117) 32,970 18,647 39,611 (7,680) (2,948) 54,169 (7,680) 52 (1,088) 3,221 4,725 6,988 (15,884) (9,803) (8,429) 82,763 (2,343) (15,884) 40,628 73,294 2,447 244 2,436 63,150 1,544 (113) 71,582 763 260,654 (11,278) (3,225) (136,704) 260,654 38,383 54,936 (13,451) 118,353 |
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
Affiliates Associate Affiliates Affiliates Affiliates Associate Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Affiliates Associate Affiliates Affiliates Affiliates 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.
- (Note 3) The Company lost significant influence over AU in May 2021 and therefore reclassified the investment in AU from investments accounted for using the equity method to financial assets at fair value through other comprehensive income � non-current.
�146�
QISDA CORPORATION AND SUBSIDIARIES Information on investments in Mainland China
For the year ended December 31, 2021
(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, 2021 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2021 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Maximum percentage of ownership during 2021 |
Maximum percentage of ownership during 2021 |
Investment Income (Loss) |
Carrying Value as of December 31, 2021 |
Accumulated Inward Remittance of Earnings as of December 31, 2021 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | Shares | Percentage of Ownership |
|||||||||||
| Qisda (Suzhou) Co., Ltd. (“QCSZ”) Qisda Electronics (Suzhou) Co., Ltd. (“QCES”) BenQ Medical (Shanghai) Co., Ltd. (“BMSH”) Qisda (Shanghai) Co., Ltd. (“QCSH”) Qisda Optronics (Suzhou) Co., Ltd. (“QCOS”) BenQ Co., Ltd. (“BQC”) Qisda Precision Industry (Suzhou) Co., Ltd. (“QCPS”) BenQ Technology (Shanghai) Co., Ltd. (“BQls”) BenQ Intelligent Technology (Shanghai) Co., Ltd. (“BQC_RO”) Suzhou BenQ Hospital Co., Ltd. (“SMH”) Nanjing BenQ Hospital Co., Ltd. (“NMH”) ShengCheng Trading(Shanghai) Co., Ltd. (“BQsha EC2”) Suzhou BenQ Investment Co., Ltd. (“BIC”) BenQ Hospital Management Consulting (Nanjing) Co., Ltd. (“NMHC”) Nanjing Silvertown Health & Development Co., Ltd. (“NSHD”) Guru Systems (Suzhou) Co., Ltd. (“GSS”) |
Manufacture of monitors and communication devices Manufacture of monitors Sale of medical consumable and equipment Manufacture of monitors Manufacture of projectors Lease of real estate Manufacture of plastic parts Sales of brand-name electronic products Sales of brand name electronic products in China Medical service Medical service Sales of brand-name electronic products Investment and holding activity Medical management consulting Medical services R&D and sales of computer information systems |
2,048,320 (USD 74,000) 37,645 (USD 1,360) 326,624 (USD 11,800) 344,893 (USD 12,460) 1,840,720 (USD 66,500) 138,400 (USD 5,000) 2,214,400 (USD 80,000) 83,040 (USD 3,000) 27,680 (USD 1,000) 2,768 (USD 100) 5,038,175 (USD 182,015) 2,615,822 (CNY 601,975) 27,680 (USD 1,000) 830,400 (USD 30,000) 434,540 (CNY 100,000) 365,376 (USD 13,200) |
(Note 1) (Note 1) (Note 10) (Note 1) (Note 1) (Note 1) (Note 1) (Note 1) (Note 1) (Note 1) (Note 1) (Note 11) (Note 9) (Note 1) (Note 12) (Note 1) |
1,965,280 (USD 71,000) - 326,624 (USD 11,800) 344,893 (USD 12,460) 1,328,640 (USD 48,000) 131,480 (USD 4,750) 2,214,400 (USD 80,000) 830,400 (USD 3,000) 5,536 (USD 200) - 4,633,521 (USD 167,396) 2,463,409 (USD 88,996) 27,680 (USD 1,000) - - 268,496 (USD 9,700) |
- - - - - - - - - - 553,600 (USD 20,000) - - - - - |
- - - - - - - - - - - - - - - - |
1,965,280 (USD 71,000) - 326,624 (USD 11,800) 344,893 (USD 12,460) 1,328,640 (USD 48,000) (Note 8) 131,480 (USD 4,750) 2,214,400 (USD 80,000) 83,040 (USD 3,000) 5,536 (USD 200) (Note 7) - 5,187,121 (USD 187,396) 2,463,409 (USD 88,996) 27,680 (USD 1,000) - (Note 12) 268,496 (USD 9,700) (Note 6) |
870,704 (1,789) 210,556 431,135 (17,943) 30,975 152,643 543,369 30,978 29,815 253,123 133,603 (485) 164 (106,355) (37,456) |
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% 11.03% 100.00% |
- - - - - - - - - - - - - - - - |
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% 21.02% 100.00% |
870,704 (Note 5) (1,789) (Note 4) 210,556 (Note 5) 431,135 (Note 5) (17,943) (Note 4) 30,975 (Note 4) 152,643 (Note 3) 543,369 (Note 3) 30,978 (Note 4) 29,815 (Note 4) 177,313 (Note 3) 93,589 (Note 3) (340) (Note 4) 115 (Note 4) (11,731) (Note 4) (37,456) (Note 4) |
10,303,433 34,548 1,707,495 4,088,528 (1,357,315) 413,234 3,007,414 1,269,869 72,849 48,951 2,318,208 698,034 16,559 588,157 128,261 (Note 16) 41,783 |
- - - 404,211 (USD 14,603) - - - - - - - - - - - - |
�147�
| 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, 2021 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2021 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Maximum percentage of ownership during 2021 |
Maximum percentage of ownership during 2021 |
Investment Income (Loss) |
Carrying Value as of December 31, 2021 |
Accumulated Inward Remittance of Earnings as of December 31, 2021 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | Shares | Percentage of Ownership |
|||||||||||
| Jiangsu Yudi Optical Co.,Ltd (“Yudi”) BenQ Biotech (Shanghai) Co., Ltd. (“BBC”) Guangxi Youshan Medical Technology Co., Ltd. (“Youshan”) Guigang Donghui Medical Investment Co., Ltd. Shanghai Zhenglang Medical Equipment Co.,Ltd (“Zhenglang”) Wangcheng Medical Technology �Chengdu�Co., Ltd (“Wangcheng”) Shanghai Filter Technology Co.,Ltd (“Filter”) |
Medical services Sales o f medical consumables and equipment Manufacture and sales of medical consumables and Medical services Medical services Medical services Sales and Manufacture of Optical Lens |
651,810 (CNY 150,000) 26,072 (CNY 6,000) 8,691 (CNY 2,000) 198,368 (CNY 45,650) 2,384,130 (CNY 548,656) 26,072 (CNY 6,000) 341,456 (CNY 80,880) |
(Note 2) (Note 14) (Note 14) (Note 14) (Note 13) (Note 14) (Note 15) |
738,718 (CNY 170,000) - - - - - - |
152,089 (CNY 35,000) - - - - - - |
- - - - - - - |
890,807 (CNY 205,000) (Note 14) (Note 14) (Note 15) (Note 13) (Note 14) (Note 14) |
(99,234) 11,883 1,032 (220) (40,546) (140) 880 |
70.00% 38.50% 49.00% 70.00% 9.89% 35.70% 20.01% |
- - - - - - - |
35.70% 20.01% 70.00% 38.50% 9.89% 49.00% 70.00% |
(69,464) (Note 4) 4,575 (Note 4) 506 (Note 4) (154) (Note 4) (4,010) (Note 4) (50) (Note 4) 176 |
636,119 14,927 4,767 138,704 307,138 (Note 16) 9,258 536,646 |
- - - - - - - |
(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) The investment was from the operating capital of QCES.
-
(Note 16) Accounting for investments using equity method.
-
(Note 17) The above amounts were translated into New Taiwan dollars at the exchange rate of US$1�NT$27.68 and CNY$1=NT$4.3454.
-
(Note 18) The above amounts have been eliminated when preparing the consolidated financial statement, except for NSHD, Guigang Donghui Medical Investment Co., Ltd. and Yudi , 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, 2021 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
|---|---|---|
| 15,237,406 (USD 518,302 and CNY 205,000) |
15,852,530 (USD 572,707) |
(Note 19) |
(Note 19) 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.
�148�
B. BenQ Material 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, 2021 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2021 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Maximum percentage of ownership during 2021 |
Maximum percentage of ownership during 2021 |
Investment Income (Loss) |
Carrying Value as of December 31, 2021 |
Accumulated Inward Remittance of Earnings as of December 31, 2021 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | Shares | Percentage of Ownership |
|||||||||||
| Daxon Biomedical (Suzhou) Co., Ltd. (“DTB”) BenQ Material (Suzhou) Co., Ltd. (“BMS”) BenQ Materials (Wuhu) Co., Ltd. Suzhou Sigma Medical Supplies Co., Ltd. (“SGS”) BenQ Materials Medical Supplies (Suzhou) Co., Ltd. (“BMM”) |
Service and sales of optoelectronics and medical consumables Manufacture of optoelectronics Manufacture and sales of optoelectronics and cosmetics Manufacture and sales of medical consumables and equipment Manufacture and sales of medical consumables and equipment |
802,720 (USD29,000) 47,799 (CNY11,000) 347,632 (CNY80,000) 65,181 (CNY15,000) 44,067 (USD1,592) |
(Note 4) (Note 1) (Note 1) (Note 3) (Note 4) |
802,720 (USD29,000) - 173,816 (CNY40,000) - 44,067 (USD1,592) |
- - - - - |
- - - - - |
802,720 (USD29,000) - 173,816 (CNY40,000) (Note 5) 44,067 (USD1,592) - |
39,145 10,152 132,258 (2,873) (4,546) |
100.00% 100.00% 100.00% 100.00% 100.00% |
- - - - - |
100.00% 100.00% 100.00% 100.00% 100.00% |
39,145 (Note 2) 10,152 (Note 2) 127,500 (Note 2) (2,873) (Note 2) (4,546) (Note 2) |
1,938,681 (Note 6) 1,862 (Note 6) (283,235) (Note 6) 54,100 (Note 6) 25,752 (Note 6) |
- - - - - |
2. Limits on investments in Mainland China:
| Investee Company Name | Accumulated Investment in Mainland China as of December 31, 2021 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
|---|---|---|---|
| BMC | 976,536 (USD29,000 and CNY40,000) |
1,089,299 (USD29,000 and CNY65,950) |
(Note 7) |
| SGM | 44,067 (USD1,592) |
44,067 (USD1,592) |
80,000 |
(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)[Direct investment in Mainland China.]
(Note 4)[The reinvestments were from the distribution of dividends of BMLB.]
(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)[Since BenQ Material Corporation has obtained the Certificate of Headquarter Operation, there is no upper limit on investment in Mainland China.]
(Note 8)[The above amounts were translated into New Taiwan dollars at the exchange rate of US$1][�][NT$27.68 and CNY$1=NT$4.3454.]
- 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.
�149�
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, 2021 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2021 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Maximum percentage of ownership during 2021 |
Maximum percentage of ownership during 2021 |
Investment Income (Loss) |
Carrying Value as of December 31, 2021 |
Accumulated Inward Remittance of Earnings as of December 31, 2021 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | Shares | Percentage of Ownership |
|||||||||||
| LILY Medical (Suzhou) Co., Ltd. (“ALS”) BenQ Medical Technology (Shanghai) Ltd. (“BMTS”) Suzhou Trident Original Medical Technology Co., Ltd. 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 Sales of medical consumables and equipment |
27,680 ( USD 1,000) 5,813 ( USD 210) 86,900 (CNY 20,000) 8,690 (CNY 2,000) |
(Note 2) (Note 1) (Note 3) (Note 2) |
27,680 ( USD 1,000) 5,813 ( USD 210) 34,760 (CNY 8,000) - |
- - - - |
- - - - |
27,680 ( USD 1,000) 5,813 ( USD 210) 34,760 (CNY 8,000) - |
(518) 1,995 4,479 3,987 |
100.00% 100.00% 40.00% 22.00% |
(Note 5) (Note 5) (Note 5) (Note 5) |
100.00% 40.00% 22.00% 100.00% |
1,995 (518) 1,792 714 |
12,893 (Note 4) 2,280 (Note 4) 31,116 7,696 |
- - - - |
-
(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) Invested in Mainland China is through TDX Medical Technology (Jiangsu) Co., Ltd.
-
(Note 4) The above amounts have been eliminated when preparing the consolidated financial statements.
-
(Note 5) There was no shares as the investee company is a limited liability company.
-
(Note 6) The above amounts were translated into New Taiwan dollars at the exchange rate of US$1�NT$27.68 and CNY$1=NT$4.3454.
2. Limits on investments in Mainland China:
| Investee Company Name | Accumulated Investment in Mainland China as of December 31, 2021 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
|---|---|---|---|
| BMTC | 62,440 (USD 1,000 and CNY 8,000) |
78,251 (USD 2,827) |
622,847 |
| LILY | 5,813 (USD 210) |
5,813 (USD 210) |
110,007 |
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.
�150�
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, 2021 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2021 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Maximum percentage of ownership during 2021 |
Maximum percentage of ownership during 2021 |
Investment Income (Loss) |
Carrying Value as of December 31, 2021 |
Accumulated Inward Remittance of Earnings as of December 31, 2021 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | Shares | Percentage of Ownership |
|||||||||||
| Partner Tech (Shanghai) Co., Ltd. (“PTCM”) |
Sales, import and export of electronic products |
96,880 ( USD 3,500) |
(Note 1) | 96,880 ( USD 3,500) |
- | - | 96,880 ( USD 3,500) |
1,040 | 100.00% | - | 100.00% | 1,040 (Note 2) |
76,620 | - |
(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$27.68.
(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, 2021 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
|---|---|---|---|
| PTT | 96,880 (USD 3,500) |
191,158 (USD 6,906) |
604,155 |
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.
�151�
E. DFI Inc.
1. 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, 2021 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2021 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Maximum percentage of ownership during 2021 |
Maximum percentage of ownership during 2021 |
Investment Income (Loss) |
Carrying Value as of December 31, 2021 (Note 7) |
Accumulated Inward Remittance of Earnings as of December 31, 2021 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | Shares | Percentage of Ownership |
|||||||||||
| Yan Ying Hao Trading (ShenZhen) Co., Ltd. (“DYTH”) Yan Tong Infotech (Dongguan) Co., Ltd. (“DYTI”) |
Wholesale, import and export of industrial motherboards and component Manufacture and sales of industrial motherboards and component |
69,200 (USD2,500) 13,840 (USD500) |
(Note 1) (Note 1) |
- - |
- - |
- - |
- - |
- - |
100.00% 100.00% |
- - |
100.00% 100.00% |
(1,601) (Note 2) 11,090 (Note 2) |
51,498 46,514 |
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, 2021 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
| DFI | - (Note 3) |
57,713 (USD 2,085) (Note 5 and 6) |
3,302,288 (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 unaudited financial statements of the Company.
(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$27.68.
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.
�152�
F. Aewin Technologies Co., Ltd.
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, 2021 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2021 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Maximum percentage of ownership during 2021 |
Maximum percentage of ownership during 2021 |
Investment Income (Loss) |
Carrying Value as of December 31, 2021 (Note 5) |
Accumulated Inward Remittance of Earnings as of December 31, 2021 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | Shares | Percentage of Ownership |
|||||||||||
| Aewin (Shenzhen) Technologies Co., Ltd. Aewin Beijing Technologies Co., Ltd. |
Wholesale of computer peripheral products and software Wholesale of computer peripheral products and software |
46,129 13,062 |
(Note 2) (Note 1) |
46,129 - |
- - |
- - |
46,129 - |
(5,311) 76,229 |
100.00% 100.00% |
- - |
100.00% 100.00% |
76,229 (Note 3) (5,311) (Note 3) |
190,936 (1,829) |
- - |
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, 2021 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
| AEWIN | 46,129 | 55,360 (USD 2,000) |
695,676 (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$27.68.
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.
�153�
G. Ace Pillar Co., Ltd.
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, 2021 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2021 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Maximum percentage of ownership during 2021 |
Maximum percentage of ownership during 2021 |
Investment Income (Loss) |
Carrying Value as of December 31, 2021 (Note 5) |
Accumulated Inward Remittance of Earnings as of December 31, 2021 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 |
977,021 (USD 35,297) 7,257 (RMB 1,670) 8,304 (USD 300) 40,136 (USD 1,450) 8,304 (USD 300) |
(Note 1) (Note 1) (Note 1) (Note 1) (Note 1) |
53,976 (USD 1,950) 4,429 (USD 160) 4,152 (USD 150) - (Note 3) - (Note 3) |
- - - - - |
- - - - - |
53,976 (USD 1,950) 4,429 (USD 160) 4,152 (USD 150) - (Note 3) - (Note 3) |
(219) 3,662 10,511 (711) 56,121 |
100.00% 100.00% 100.00% 100.00% 100.00% |
- - - - - |
100.00% 100.00% 100.00% 100.00% 100.00% |
56,121 (Note 2) (219) (Note 2) 3,662 (Note 2) 10,511 (Note 2) (711) (Note 2) |
611,067 7,018 (622) 98,569 2,156 |
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, 2021 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
| ACE | 141,694 (USD 5,119) |
141,694 (USD 5,119) |
1,231,856 (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 ACE.
(Note 3) Established by Cyber South's reinvestment.
(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$27.68 and CNY$1=NT$4.3454.
(Note 7) The dissolution of Xuchang Ace AI Equipment Co., Ltd. was approved by the Board of Directors on November 23, 2021, the liquidation procedures is still in process.
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.
� 154 �
H. 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, 2021 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2021 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Maximum percentage of ownership during 2021 |
Maximum percentage of ownership during 2021 |
Investment Income (Loss) (Note 3) |
Carrying Value as of December 31, 2021 (Note 2) |
Accumulated Inward Remittance of Earnings as of December 31, 2021 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | Shares | Percentage of Ownership |
|||||||||||
| Data Image (Suzhou) Corporation |
Manufacture and sales of LCD |
451,184 (USD16,300) |
(Note 1) | 433,303 (USD15,654) |
- | - | 433,303 (USD15,654) |
55,677 | 100.00% | - | 100.00% | 55,677 | 332,482 | - |
2. Limits on investments in Mainland China:
| Accumulated Investment in Mainland China as of December 31, 2021 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
|---|---|---|
| USD 15,654 | USD 16,952 | 802,867 (Note4) |
(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$27.68.
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.
�155�
I.DIVA Laboratories. Ltd.
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, 2021 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2021 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Maximum percentage of ownership during 2021 |
Maximum percentage of ownership during 2021 |
Investment Income (Loss) |
Carrying Value as of December 31, 2021 (Note 2) |
Accumulated Inward Remittance of Earnings as of December 31, 2021 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | Shares | Percentage of Ownership |
|||||||||||
| Suzhou Diva Lab. Inc. |
Wholesale and import and export of medical equipment |
47,748 (USD1,725) |
(Note 1) | 40,828 (USD1,475) |
6,920 (USD250) |
- | 47,748 (USD1,725) |
(5,368) | 100.00% | - | 100.00% | (5,368) | 14,009 | - |
2. Limits on investments in Mainland China:
| Accumulated Investment in Mainland China as of December 31, 2021 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
|---|---|---|
| 52,643 | USD 2,000 (Note 3) |
591,853 |
-
(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) The accumulated investments is US$1,725 thousand and the investment not yet executed is US$275 thousand as of December 31,2021.
-
(Note 4) The above amounts were translated into New Taiwan dollars at the exchange rate of US$1�NT$27.68.
3. Significant transactions with investee companies in Mainland China:
The transactions between DIVA 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�
J. K2 International Medica Inc.
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, 2021 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2021 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Maximum percentage of ownership during 2021 |
Maximum percentage of ownership during 2021 |
Investment Income (Loss) (Note 3) |
Carrying Value as of December 31, 2021 (Note 2) |
Accumulated Inward Remittance of Earnings as of December 31, 2021 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | Shares | Percentage of Ownership |
|||||||||||
| K2 (Shanghai) International Medical Inc. |
Sales of medical consumables |
34,600 (USD 1,250) |
(Note 1) | 22,144 ( USD 800) |
31,361 ( USD 1,133) |
- | 53,505 ( USD 1,933) |
7,157 | 100.00% | - | 100.00% | 5,211 | 69,254 | - |
2. Limits on investments in Mainland China:
| 2. Limits on investments in Mainland China: | ||
|---|---|---|
| Accumulated Investment in Mainland China as of December 31, 2021 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
| (USD 1,933) 53,505 |
(USD 800) 22,144 |
(Note 4) 346,669 |
(Note 1) Direct investment in Mainland China.
(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 K2 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$27.68.
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.
�157�
K. 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, 2021 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2021 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Maximum percentage of ownership during 2021 |
Maximum percentage of ownership during 2021 |
Investment Income (Loss) |
Carrying Value as of December 31, 2021 (Note 3) |
Accumulated Inward Remittance of Earnings as of December 31, 2021 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | Shares | Percentage of Ownership |
|||||||||||
| Opti Cloud Technologies, Inc. Simula Technology (ShenZhen) Co., Ltd. |
Development of High-speed optical transmission cable and module product technology Manufacture of electronic connector, socket and plastic hardware |
191,437 137,336 |
(Note 1) (Note 1) |
141,375 95,099 |
- - |
- - |
141,375 95,099 |
(4,354) 31,991 |
51.18% 100.00% |
- - |
100.00% 51.18% |
31,991 (Note 2) (2,228) (Note 2) |
194,272 14,873 |
- - |
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, 2021 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
| Simula | 257,755 |
307,817 | 1,338,171 |
(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.
�158�
L.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, 2021 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2021 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Maximum percentage of ownership during 2021 |
Maximum percentage of ownership during 2021 |
Investment Income (Loss) (Note 2) |
Carrying Value as of December 31, 2021 (Note 8) |
Accumulated Inward Remittance of Earnings as of December 31, 2021 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | Shares | Percentage of Ownership |
|||||||||||
| Alpha Networks (Dongguan) Co., Ltd. Alpha Networks (Chengdu) Co.,Ltd. Mirac Networks (Dongguan) Co.,Ltd. Alpha Networks (Changshu) Co., Ltd. |
Production and sale of network products Research and development of network products Production and sale of network products 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 |
111,028 (15,378) 12,581 5,173 |
100.00% 100.00% 100.00% 100.00% |
- - - - |
100.00% 100.00% 100.00% 100.00% |
12,581 (15,378) 5,173 111,028 |
574,686 1,034,891 303,307 1,347,371 |
- - - - |
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, 2021 |
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 HKD69,387 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 outflow of $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 include in the accumulated investment amount by the principle of Investment Commission, MOEA. (Note 5) As Alpha has obtained the certificate No. 10820415320 of being qualified for operating headquarters issued by Ministry of Economic Affairs on June, 11 2019, the upper limit on investment in mainland China pursuant to “Principle of investment or Technical Cooperation in Mainland China”issued by Investment Commission, MOEA on August, 29, 2008 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) Alpha indirectly investment the subsidiary Mingzhen (Changshu) has liquidated all rights and obligations on July 23, 2018 and cancelled the registration. Accumulated outflow of $164,622 thousand is still necessary to include in the accumulated investment amount by the principle of Investment Commission, MOEA.
(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.
�159�
M.Hitron Technologies Inc.
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, 2021 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2021 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Maximum percentage of ownership during 2021 |
Maximum percentage of ownership during 2021 |
Investment Income (Loss) (Note 2) |
Carrying Value as of December 31, 2021 (Note 5) |
Accumulated Inward Remittance of Earnings as of December 31, 2021 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | Shares | Percentage of Ownership |
|||||||||||
| 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 |
641,763 31,139 5,814 |
(Note 1) (Note 1) (Note 1) |
641,763 57,473 12,048 |
- - - |
26,334 - - |
641,763 31,139 12,048 |
(422) (136,281) 1,771 |
100.00% (Note 4) 100.00% (Note 4) 43.10% (Note 3 and 4) |
- - - |
100.00% 100.00% 100.00% |
(136,281) (422) 763 |
587,235 3,713 6,532 |
- - 21,314 |
| 2. Limits on investments in Mainland China: Investee Company Name Accumulated Investment in Mainland China as of December 31, 2021 Investment Amounts Authorized by Investment Commission, MOEA Upper Limit on Investment Hitron Technologies 684,950 684,950 2,817,973 |
||||||||||||||
| Investee Company Name | Accumulated Investment in Mainland China as of December 31, 2021 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment | |||||||||||
| Hitron Technologies | 684,950 | 684,950 | 2,817,973 |
(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, Hwa Chi has been 100% owned by 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.
3. 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.
�160�
N.Topview Optronics 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, 2021 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2021 |
Net Income (Loss) of Investee |
% of Ownership of Direct or Indirect Investment |
Investment Income (Loss) |
Carrying Value as of December 31, 2021 |
Accumulated Inward Remittance of Earnings as of December 31, 2021 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | |||||||||||
| - | - | - | - | - | - | - | - | - | - | - | - | - |
2. Limits on investments in Mainland China:
| Investee Company Name | Accumulated Investment in Mainland China as of December 31, 2021 (Note 1) |
Investment Amounts Authorized by Investment Commission, MOEA (Note1) |
Upper Limit on Investment (Note 2) |
|---|---|---|---|
| Topview | 5,038 (USD 182) |
(USD 182) 5,038 |
672,941 |
(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.]
(Note 3) The above amounts were translated into New Taiwan dollars at the exchange rate of US$1�NT$27.68.
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.
�161�