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SESODA Audit Report / Information 2020

Nov 12, 2020

51891_rns_2020-11-12_adc4ef11-27ae-4b94-98f1-58d6845e05bb.pdf

Audit Report / Information

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Stock Code:1708

SESODA CORPORATION

Parent Company Only Financial Statements

With Independent Auditors' Report For the Years Ended December 31, 2020 and 2019

Address: 23F., No. 99, Sec. 2, Dunhua S. Rd., Da’an Dist., Taipei City 106, Taiwan Telephone: +886-2-2704-7272

The independent auditors’ report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and parent company only financial statements, the Chinese version shall prevail.

2

Table of contents

Contents
1. Cover Page
2. Table of Contents
3. Independent Auditors' Report
4. Balance Sheets
5. Statements of Comprehensive Income
6. Statements of Changes in Equity
7. Statements of Cash Flows
8. Notes to the Financial Statements
(1)
Company history
(2)
Approval date and procedures of the financial statements
(3)
New standards, amendments and interpretations adopted
(4)
Summary of significant accounting policies
(5)
Significant accounting assumptions and judgments, and major sources
of estimation uncertainty
(6)
Explanation of significant accounts
(7)
Related-party transactions
(8)
Pledged assets
(9)
Significant commitments and contingencies
(10) Losses Due to Major Disasters
(11) Subsequent Events
(12) Other
(13) Other disclosures
(a) Information on significant transactions
(b) Information on investees
(c) Information on investment in mainland China
(d) Major shareholders
(14) Segment information
9. List of major account titles
Page
1
2
3
4
5
6
7
8
8
8~9
9~22
23
23~50
50~51
52
52
52
52
52~53
53~54、
55~56
54、
57
54
54
54
58~67

3

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

KPMG

台北市110615信義路5段7號68樓(台北101大樓) Telephone 電話 + 886 2 8101 6666 68F., TAIPEI 101 TOWER, No. 7, Sec. 5, Fax 傳真 + 886 2 8101 6667 Xinyi Road, Taipei City 110615, Taiwan (R.O.C.) Internet 網址 home.kpmg/tw

Independent Auditors' Report

To the Board of Directors of SESODA CORPORATION:

Opinion

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

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. 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 financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

  1. Revenue recognition

Please refer to note 4(m) and note 6(n) for disclosures related to revenue recognition.

Description of key audit matter:

Revenue is the key indicator used by investors and management while evaluating the Company's finance and operating performance. In addition, since the Company is a listed company, there are risks of material misstatement due to revenue recognition. The accuracy of the timing and amount of revenue recognized have a significant impact on the financial statements. Therefore, we consider it as one of our key audit matters.

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

3-1

How the matter was addressed in our audit:

Testing the effectiveness of design and implementing the internal control of sales and collecting cycle; reviewing the revenue recognition of significant sales contracts to determine whether the accounting treatment key judgment and estimation are appropriate; analyzing the changes in the top 10 customers from the previous year to the most recent period, as well as the changes in the price and quantity of each category of product line to determine whether if there are any significant misstatements; selecting sales transactions from a period of time before and after the balance sheet date, and verifying the vouchers to determine the accuracy of the timing and amounts of revenue recognized; understanding whether if there is a significant subsequent sales return or discount; and reviewing whether the disclosure of revenue made by the management is appropriate.

2. Impairment of investments accounted for using equity method

Please refer to note 4(l), note 5, and note 6(e) for the disclosures related to impairment on investments accounted for using equity method.

Description of key audit matter:

Some subsidiaries accounted for using equity method are subject to impairment test when there are indications that vessels may have been impaired. Also, the impairment assessment is measured using the future cash flow of present discount value. Because the impairment assessment involved significant uncertainty and management's judgment. Therefore, we consider it one of our key audit matters.

How the matter was addressed in our audit:

In relation to the key audit matter above, we have performed certain audit procedures including, understanding the financial reporting process; evaluating the judgement made by the management in measuring the recoverable amount and the historical reasonableness of the management's estimates on business forecasts; verifying the key assumptions used by management to formulate future cash flow forecasts and calculate the recoverable amount; as well as performing a sensitivity analysis of key assumptions, and reviewing whether the relevant information has been properly disclosed.

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

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

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

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

3-2

Auditors' Responsibilities for the Audit of the Financial Statements

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

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

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

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

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

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

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

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

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

3-3

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

The engagement partners on the audit resulting in this independent auditors' report are Ming-Hung Huang and Po-Shu Huang.

KPMG

Taipei, Taiwan (Republic of China) March 29, 2021

Notes to Readers

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

The auditors’ report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language auditors’ report and parent company only financial statements, the Chinese version shall prevail.

4

(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) SESODA CORPORATION

Balance Sheets

December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Assets
Current assets:
1100
Cash and cash equivalents (note 6 (a))
1150
Notes receivable, net (note 6(c))
1170
Accounts receivable, net (note 6(c))
1210
Other receivables from related parties (note 7)
1220
Current tax assets
130X
Inventories (note 6(d))
1476
Other current financial assets (note 6(b))
1470
Other current assets
Total current assets
Non-current assets:
1517
Non-current financial assets at fair value through other comprehensive
income (note 6(b))
1422
Prepayments for investments (note 6(b))
1550
Investments accounted for using equity method (note 6(e))
1600
Property, plant and equipment (notes 6(f), 8 and 9)
1755
Right-of-use assets (note 6(g))
1840
Deferred tax assets (note 6(k))
1915
Prepayments for business facilities (note 9)
1920
Refundable deposits
1975
Net defined benefit asset (note 6(j))
Total non-current assets
Total assets
December 31, 2020
Amount
%
$ 346,334
5
79,949
1
353,483
5
13,961
-
108
-
312,112
4
16,280
-
50,303
1
1,172,530
16
137,068
2
-
-
3,920,379
54
1,974,870
28
2,268
-
1,003
-
240
-
5,894
-
26,509
-
6,068,231
84
$
7,240,761
100
December 31, 2019
Amount
%
125,285
2
153,218
2
428,763
6
7,565
-
111
-
421,895
6
23,723
-
57,460
1
1,218,020
17
87,591
1
351
-
3,860,960
54
1,956,695
28
5,328
-
2,212
-
-
-
7,597
-
16,569
-
5,937,303
83
7,155,323
100
Liabilities and Equity
Current liabilities:
2100
Short-term borrowings (notes 6(h) and 8)
2170
Accounts payable
2200
Other payables (note 6(o))
2220
Other payables to related parties (note 7)
2230
Current tax liabilities
2280
Lease liabilities-current (note 6(i))
2399
Other current liabilities
Total current liabilities
Non-Current liabilities:
2645
Guarantee deposits received
2570
Deferred tax liabilities (note 6(k))
2580
Lease liabilities-non-current (note 6(i))
Total non-current liabilities
Total liabilities
Equity (notes 6(b), (e), (j), (k) and (l)):
3100
Common stock
3200
Capital surplus
Retained earnings:
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
Other equity interest:
3410
Exchange differences on translation of foreign financial statements
3420
Unrealised gains (losses) from financial assets measured at fair value
through other comprehensive income
Total equity
Total liabilities and equity
December 31, 2020 December 31, 2019
Amount
%
430,100
6
188,405
3
145,867
2
4,719
-
-
-
3,204
-
13,910
-
786,205
11
-
-
434,722
6
2,168
-
436,890
6
1,223,095
17
2,115,203
30
17,420
-
938,804
13
131,930
2
2,760,702
39
3,831,436
54
(68,465)
(1)
36,634
-
(31,831)
(1)
5,932,228
83
7,155,323
100
Amount
%
$ 620,000
9
269,219
3
105,304
2
3,702
-
5,897
-
2,305
-
4,086
-
1,010,513
14
242
-
433,929
6
-
-
434,171
6
1,444,684
20
2,284,419
32
102,594
1
966,494
13
163,741
2
2,537,958
35
3,668,193
50
(242,652)
(3)
(16,477)
-
(259,129)
(3)
5,796,077
80
$
7,240,761
100

See accompanying notes to parent company only financial statements.

5

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

Statements of Comprehensive Income

For the years ended December 31, 2020 and 2019

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

4110
Operating revenue (note 6(n))
5111
Operating cost (notes 6(d), (f), (j) and 7)
Gross profit from operations
6000
Operating expenses (notes 6(c), (f), (g), (i), (j), (o) and 7):
6100
Selling expenses
6200
Administrative expenses
6450
Expected credit loss
Total operating expenses
6900
Net operating income
7000
Non-operating income and expenses (notes 6(e), (f), (i), (p) and 7):
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7060
Share of gains of subsidiaries and associates accounted for using equity method
Total non-operating income and expenses
7900
Income before tax
7950
Less: Income tax expenses (note 6(k))
Net income
8300
Other comprehensive income (notes 6(e), (j), (k) and (l)):
8310
Components of other comprehensive income that will not be reclassified to profit or loss
8311
Remeasurements of defined benefit plans
8316
Unrealized gains or losses from financial assets measured at fair value through other
comprehensive income
8330
Share of other comprehensive income of subsidiaries and associates accounted for using equity
method, components of other comprehensive income that will not be reclassified to profit or
loss
8349
Income tax related to components of other comprehensive income that will not be reclassified to
profit or loss
Components of other comprehensive income that will not be reclassified to profit or
loss
8360
Components of other comprehensive income that will be reclassified to profit or loss
8361
Exchange differences on translation of foreign financial statements
8380
Share of other comprehensive income of subsidiaries and associates accounted for using equity
method, components of other comprehensive income that will be reclassified to profit or loss
8399
Income tax related to components of other comprehensive income that will be reclassified to
profit or loss
Components of other comprehensive income that will be reclassified to profit or loss
8300
Other comprehensive income
8500
Total comprehensive income
9750
Basic earnings per share (note 6(m)) (expressed in New Taiwan dollars)
9850
Diluted earnings per share (note 6(m))(expressed in New Taiwan dollars)
2020
Amount
%
$ 2,667,022
100
2,150,161
81
516,861
19
335,721
13
111,892
4
-
-
447,613
17
69,248
2
172
-
6,247
-
13,679
1
(4,010)
-
102,111
4
118,199
5
187,447
7
13,318
-
174,129
7
3,174
-
(54,147)
(2)
(443)
-

635
-
(52,051)
(2)
(174,105)
(7)
(82)
-
-
-
(174,187)
(7)
(226,238)
(9)
$
(52,109)
(2)
$
0.76
$
0.76
2019
Amount
%
2,757,197
100
2,282,399
83
474,798
17
302,756
11
118,942
4
1,303
-
423,001
15
51,797
2
271
-
2,034
-
28,621
1
(4,730)
-
242,672
9
268,868
10
320,665
12
46,024
2
274,641
10
7,818
-
35,515
1
(321)
-
1,564
-
41,448
1
(84,834)
(3)
(348)
-
-
-
(85,182)
(3)
(43,734)
(2)
230,907
8
1.20
1.20

See accompanying notes to parent company only financial statements.

6

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

Statements of Changes in Equity

For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2019
Appropriation and distribution of retained earnings:
Legal reserve
Cash dividends
Stock dividends
Special reserve
Net income
Other comprehensive income
Total comprehensive income
Changes in associates accounted for using equity method
Disposal of investments in equity instruments designated at fair value through other comprehensive income
Changes in capital surplus
Balance at December 31, 2019
Appropriation and distribution of retained earnings:
Legal reserve
Special reserve
Cash dividends
Stock dividends
Special reserve
Net income
Other comprehensive income
Total comprehensive income
Changes in capital surplus
Disposal of investments in equity instruments designated at fair value through other comprehensive income
Changes in associates accounted for using equity method
Balance at December 31, 2020
Common stock
$ 2,014,479
-
-
100,724
-
-
-
-
-
-
-
2,115,203
-
-
-
169,216
-
-
-
-
-
-
-
$
2,284,419
Capital
surplus
Retained earnings Total other equity interes t
Total other
equity interest
14,146
-
-
-
-
-
(49,667)
(49,667)
-
3,690
-
(31,831)
-
-
-
-
-
-
(228,334)
(228,334)
-
1,036
-
(259,129)
Total equity
Exchange
differences on
translation of
foreign financial
statements
16,717
-
-
-
-
-
(85,182)
(85,182)
-
-
-
(68,465)
-
-
-
-
-
-
(174,187)
(174,187)
-
-
-
(242,652)
Unrealized gains
(losses) on
financial assets
measured at fair
value through
other
comprehensive
income
(2,571)
-
-
-
-
-
35,515
35,515
-
3,690
-
36,634
-
-
-
-
-
-
(54,147)
(54,147)
-
1,036
-
(16,477)
Legal
reserve
903,685
35,119
-
-
-
-
-
-
-
-
-
938,804
27,690
-
-
-
-
-
-
-
-
-
-
966,494
Special
reserve
215,821
-
-
-
(83,891)
-
-
-
-
-
-
131,930
-
31,831
-
-
(20)
-
-
-
-
-
-
163,741
Unappropriated
retained
earnings
2,636,494
(35,119)
(100,724)
(100,724)
83,891
274,641
5,933
280,574
-
(3,690)
-
2,760,702
(27,690)
(31,831)
(169,216)
(169,216)
20
174,129
2,096
176,225
-
(1,036)
-
2,537,958
Total retained
earnings
15,924
-
-
-
-
-
-
-
13
-
1,483
17,420
-
-
-
-
-
-
-
-
504
-
84,670
102,594
3,756,000
-
(100,724)
(100,724)
-
274,641
5,933
280,574
-
(3,690)
-
3,831,436
-
-
(169,216)
(169,216)
-
174,129
2,096
176,225
-
(1,036)
-
3,668,193
5,800,549
-
(100,724)
-
-
274,641
(43,734)
230,907
13
-
1,483
5,932,228
-
-
(169,216)
-
-
174,129
(226,238)
(52,109)
504
-
84,670
5,796,077

See accompanying notes to parent company only financial statements.

7

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

SESODA CORPORATION

Statements of Cash Flows

For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities:
Profit before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
Expected credit loss
Net gain on financial assets at fair value through profit or loss
Interest expense
Interest income
Dividend income
Share of profit of subsidiaries and associates accounted for using equity method
Gain on disposal of property, plant and equipment
Property, plant and equipment transferred to expenses
Gain on disposal of investments accounted for using equity method
Total adjustments to reconcile profit (loss)
Changes in operating assets and liabilities:
Decrease in financial assets at fair value through profit or loss
Decrease in notes receivable
Decrease (increase) in accounts receivable
Increase in accounts receivable from related parties
Decrease (increase) in inventories
Decrease (increase) in other current assets
Decrease (increase) in other current financial assets
Increase in net defined benefit assets
Increase (decrease) in accounts payable
Increase (decrease) in other payables
Decrease in other payables to related parties
Decrease in other current liabilities
Total adjustments
Cash inflow generated from operations
Interest received
Dividends received
Interest paid
Income taxes paid
Net cash flows from (used in) operating activities
Cash flows from (used in) investing activities:
Proceeds from disposal of financial assets at fair value through other comprehensive income
Acquisition of investments accounted for using equity method
Proceeds from disposal of investments accounted for using equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease in refundable deposits
Net cash used in investing activities
Cash flows from (used in) financing activities:
Increase in short-term loans
Decrease in short-term loans
Increase in guarantee deposits received
Payment of lease liabilities
Cash dividends paid
Other financing activities
Net cash flows from (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period

See accompanying notes to parent company only financial statements.

8

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

Notes to the Financial Statements

For the years ended December 31, 2020 and 2019

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

(1) Company history

SESODA CORPORATION, formerly called SOUTH EAST SODA MANUFACTURING CO., LTD., (hereinafter referred to as the “Company”) was incorporated on March 2, 1957 as a corporation limited by shares under the Company Act of the Republic of China (R.O.C.). The major business activities of the Company are the manufacturing and sales of pure soda ash, sodium bicarbonate, hydrochloric acid, ammonium bicarbonate power and potassium sulfate.

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

These financial statements were authorized for issue by the Board of Directors as of March 29, 2021.

(3) New standards, amendments and interpretations adopted:

  • (a) The impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C. (“FSC”) which have already been adopted

The Company has initially adopted the following new amendments, which do not have a significant impact on its financial statements, from January 1, 2020:

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

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

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

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

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

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

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

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

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

The Company does not expect the following new and amended standards, which have yet to be endorsed by the FSC, to have a significant impact on its financial statements:

  • ●Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets Between an Investor and Its Associate or Joint Venture”

(Continued)

9

SESODA CORPORATION Notes to the Financial Statements

  • ●IFRS 17 “ Insurance Contracts” and amendments to IFRS 17 “ Insurance Contracts”

  • ●Amendments to IAS 1 “Classification of Liabilities as Current or Non-current”

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

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

  • ●Annual Improvements to IFRS Standards 2018-2020

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

  • ●Amendments to IAS 1 “Disclosure of Accounting Policies”

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

(4) Summary of significant accounting policies:

The significant accounting policies presented in the parent company financial statements are summarized below. The following accounting policies were applied consistently throughout the periods presented in the parent company only financial statements.

  • (a) Statement of compliance

The parent company financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (hereinafter referred to as “the Regulations”).

  • (b) Basis of preparation

  • (i) Basis of measurement

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

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

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

  • 3) The net defined benefit assets are measured at fair value of the plan assets less the present value of the defined benefit obligation, limited as explained in note 4(n).

  • (ii) Functional and presentation currency

The functional currency of Company is determined based on the primary economic environment in which the Company operates. The parent company only financial statements are presented in New Taiwan Dollar (NTD), which is the Company's functional currency. All financial information presented in NTD has been rounded to the nearest thousand.

(Continued)

10

SESODA CORPORATION Notes to the Financial Statements

(c) Foreign currencies

(i) Foreign currency transactions

Transactions in foreign currencies are translated into the respective functional currency of the Company at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period, monetary items denominated in foreign currencies are translated into the functional currency using the exchange rate at that date.

Non-monetary items denominated in foreign currencies that are measured at fair value are translated into the functional currency using the exchange rate at the date that the fair value was determined. Non-monetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the transaction.

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

(ii) Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into NTD at the exchange rates of the reporting date. The income and expenses of foreign operations are translated into NTD at the average rate. Exchange differences are recognized in other comprehensive income.

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

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

(d) Classification of current and non-current assets and liabilities

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

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

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

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

(Continued)

11

SESODA CORPORATION Notes to the Financial Statements

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

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

An entity shall classify a liability as current when:

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

  • (e) Cash and cash equivalents

Cash comprises of cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. Time deposits which meet the above definition and are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes should be recognized as cash equivalents.

(f) Financial assets

Accounts receivable is initially recognized when it is originated. All other financial assets and financial liabilities are initially recognized when the Company becomes a party to the contractual provisions of the instrument. A financial asset (unless it is 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 issue. An accounts receivable without a significant financing component is initially measured at the transaction price.

(i) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

On initial recognition, a financial asset is classified as measured at: amortized cost; fair value through other comprehensive income (FVOCI) –equity investment; or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

(Continued)

12

SESODA CORPORATION Notes to the Financial Statements

  • 1) Financial assets measured at amortized cost

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

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

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

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

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

On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment's fair value in other comprehensive income. This election is made on an instrument-by-instrument basis.

Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.

Dividend income is recognized in profit or loss on the date on which the Company's right to receive payment is established.

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

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

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

(Continued)

13

SESODA CORPORATION Notes to the Financial Statements

  • 4) Impairment of financial assets

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

  • ‧ Cash in bank, other receivable, other financial assets and refundable deposits for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.

Loss allowance for trade receivables and contract assets are always measured at an amount equal to lifetime ECL.

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

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 Company is exposed to credit risk.

The Company holds time deposits for domestic financial institutions, it is considered to be low credit risk.

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

At each reporting date, the Company assesses whether financial assets carried at amortized cost is credit-impaired. A financial asset is ‘credit-impaired' when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

(Continued)

14

SESODA CORPORATION Notes to the 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 Company has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company's procedures for recovery of amounts due.

5) Derecognition of financial assets

The Company derecognizes a financial asset when the contractual rights to 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 the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

(ii) Financial liabilities

  • 1) Other financial liabilities

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

2) Derecognition of financial liabilities

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

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

3) Offsetting of financial assets and liabilities

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

(Continued)

15

SESODA CORPORATION Notes to the Financial Statements

(g) Inventories

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is 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 their existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity.

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

(h) Investment in associates

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

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

The parent company only financial statements include the Company's share of the profit or loss and other comprehensive income of those associates, after adjustments to align the accounting policies with those of the Company, from the date on which significant influence commences until the date on which significant influence ceases. The Company recognizes any changes of its proportionate share in the investee within capital surplus, when an associate's equity changes due to reasons other than profit and loss or comprehensive income, which did not result in changes in actual significant influence.

Unrealized gains and losses resulting from transactions between the Company and an associate are recognized only to the extent of unrelated Company's interests in the associate.

When the Company's share of losses of an associate equals or exceeds its interest in associates, it discontinues recognizing its share of further losses. After the recognized interest is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate.

When the Company subscribes to additional shares in an associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Company's proportionate interest in the net assets of the associate. The Company records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus. Moreover, a difference shall be debited to retained earnings when the balance of capital surplus resulting from investments accounted for using equity method is not sufficient to be written off. If the Company's ownership interest is reduced due to the additional subscription to the shares of associate, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate shall be reclassified to profit or loss on the same basis as would be required if the associate or jointly controlled entity had directly disposed of the related assets or liabilities.

(Continued)

16

SESODA CORPORATION Notes to the Financial Statements

(i) Investment in subsidiaries

When preparing the parent company only financial statements, the investments in subsidiaries, which are controlled by the Company, are accounted for using the equity method. Under the equity method, the profit or loss for the period and other comprehensive income presented in the parent company only financial statements should be the same as the allocations of profit or loss for the period and of other comprehensive income attributable to the owners of the parent presented in the financial statements prepared on a consolidated basis; and the owners' equity presented in the parent company only financial statements should be the same as the equity attributable to the owners of the parent presented in the financial statements prepared on a consolidated basis. The Company also recognized its shares in the changes in its equity of subsidiaries.

Changes in a parent's ownership interest in a subsidiary that do not result in the loss of control are accounted for within equity.

  • (j) Property, plant and equipment

(i) Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.

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

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

(ii) Subsequent cost

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

(iii) Depreciation

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

Land is not depreciated.

The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:

1) Buildings 5~50 years
2) Machinery and equipment 5~15 years
3) Transportation equipment 3~5 years
4) Other equipment 2~15 years

(Continued)

17

SESODA CORPORATION Notes to the Financial Statements

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

(k) Leases

  • (i) Identifying a lease

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

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

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

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

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

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

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

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

At inception or on reassessment of a contract that contains a lease component, the Company allocates the consideration in the contract to each lease component on the basis of their relative stand alone prices.

  • (ii) As a leasee

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

(Continued)

18

SESODA CORPORATION Notes to the Financial Statements

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

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Company's incremental borrowing 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 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 Company's estimate of the amount expected to be payable under a residual value guarantee; or

  • - there is a change in the assessment on whether it will have the option to exercise a purchase;, or

  • - there is a change in the assessment on lease term as to whether it will be extended or terminated; or

  • there is any lease modifications

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

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

(Continued)

19

SESODA CORPORATION Notes to the Financial Statements

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

The Company has elected not to recognize right-of-use assets and lease liabilities for shortterm leases that have a lease term of 12 months or less and leases of low-value assets, including office equipment. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

(iii) As a leasor

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

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

(l) Impairment of non financial assets

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

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs.

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

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

An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

(Continued)

20

SESODA CORPORATION Notes to the Financial Statements

(m) Revenue

  • (i) Revenue from contracts with customers

Revenue is measured based on the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer. The 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 Company's main types of revenue are explained below:

1) Sale of goods

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

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

  • 2) Financing components

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

(n) Employee benefits

(i) Defined contribution plans

Obligations for contributions to defined contribution plans are recognized as expense as the related services is provided. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available.

(ii) Defined benefit plans

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

(Continued)

21

SESODA CORPORATION Notes to the Financial Statements

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

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

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Company recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.

  • (iii) Short-term employee benefits

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

(o) Income taxes

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

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

Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes shall not be recognized for the below exceptions:

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

(Continued)

22

SESODA CORPORATION Notes to the Financial Statements

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

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

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

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

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

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

  • 1) the same taxable entity; or

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

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

  • (p) Earnings per share

The Company discloses the Company's basic and diluted earnings per share attributable to common shareholders of the Company. Basic earnings per share are calculated as the profit attributable to common shareholders of the Company divided by the weighted average number of common shares outstanding. Diluted earnings per share are calculated as the profit attributable to common shareholders of the Company divided by the weighted average number of common shares outstanding after adjustment for the effects of all potentially dilutive common shares, such as employee compensation.

(q) Operating segments

The Company has disclosed information about operating segments in its consolidated financial statements. Hence no further information is disclosed in the parent company only financial statements.

(Continued)

23

SESODA CORPORATION Notes to the Financial Statements

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

The preparation of the parent company only financial statements in conformity with the Regulations requires management to make judgments, estimates, and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income, and expenses. Actual results may differ from these estimates.

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

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

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

As of December 31, 2020 and 2019, the Company holds 34.89% and 40.88%, respectively, of the outstanding voting shares of EAST TENDER OPTOELECTRONICS CORPORATION (EOC), and is the single largest shareholder of the investee. Although the remaining shares are not concentrated within specific shareholders, the Company still failed to obtain more than half of the total number of directors’ seats of EOC, and it also failed to obtain more than half of the voting rights at a shareholders' meeting. Therefore, it is determined that the Company only has significant influence but not control over EOC.

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year is as follows:

(a) Impairment of investments accounted for using equity method

The assessment of impairment of investments accounted for using equity method requires the Company to make subjective judgments to identify the cash-generating units and estimate the future cash flow and useful life of its related assets. Any changes in these estimates based on changed economic conditions or business strategies could result in significant adjustments in future years. Please refer to note 6(e) for further description.

(6) Explanation of significant accounts:

(a) Cash and cash equivalents

Petty Cash
Demand deposits
Time deposits
Cash and cash equivalents
December 31,
2020
$ 380
259,514
86,440
$
346,334
December 31,
2019
280
124,005
1,000
125,285

(Continued)

24

SESODA CORPORATION Notes to the Financial Statements

(b) Financial assets at fair value through other comprehensive income-non-current

Domestic unlisted companies stocks
Foreign unlisted companies stocks
Total
December 31,
2020
$ 5,571
131,497
$ 137,068
December 31,
2019
4,675
82,916
87,591

(i) Equity instruments at fair value through other comprehensive income

The Company held equity securities for long term strategic purposes (and not for trading purposes) which have been designated as measured at fair value through other comprehensive income.

In 2019, due to the liquidation of WI Harper Investment Company, the Company expected to receive the amounts of $3,959 thousand in cash and $351 thousand in stocks, to be recognized as other financial assets and prepayments for investments, respectively, wherein the liquidated loss of $3,690 thousand will be reclassified from other equity to retained earnings.

In 2020, the Company received the amount of $4,029 thousand in cash, resulting in the gain of $70 thousand to be reclassified from other equity to retained earnings.

(ii) For market risk, please refer to note 6(q).

(iii) The aforementioned financial assets were not pledged.

(c) Notes and accounts receivables

Notes receivables
Accounts receivables–measured as amortized cost
Less: Loss allowance
Subtotals
Total
December 31,
2020
$ 79,949
364,786
(11,303)
353,483
$
433,432
December 31,
2019
153,218
440,066
(11,303)
428,763
581,981

(Continued)

25

SESODA CORPORATION Notes to the Financial Statements

The Company applies the simplified approach to provide for its loss allowance used for expected credit losses, which permit the use of lifetime expected loss provision for all receivables. To measure the expected credit losses, notes and accounts receivable have been grouped based on shared credit risk characteristics and days past due, as well as incorporate forward looking information. The loss allowance provision were determined as follows:

Current
1 to 30 days past due
31 to 60 days past due
61 to 90 days past due
More than 90 days past due
Current
1 to 30 days past due
31 to 60 days past due
61 to 90 days past due
More than 90 days past due
December 31, 2020
Gross carrying
amount
$ 370,112
60,562
9,660
15
4,386
$
444,735
Weighted-average
expected credit
loss rate
%
0.33
%
6.95
%
14.95
%
82.57
100.00%
December 31, 2019
Loss allowance
provision
1,224
4,209
1,444
12
4,386
11,275
Weighted-average
expected credit
loss rate
%
0.17
%
5.12
%
16.92
%
83.94
%
100.00
Loss allowance
provision
905
933
6,872
92
2,501
11,303

The movements in the allowance for notes and accounts receivable were as follows:

Balance at January 1
Impairment losses recognized
Balance at December 31
For the years ended December 31, For the years ended December 31,
2020
$ 11,303
-
$
11,303
2019
10,000
1,303
11,303

As of December 31, 2020 and 2019, the notes and accounts receivable were not discounted and pledged. For other credit risk, please refer to note 6(q).

(Continued)

26

SESODA CORPORATION Notes to the Financial Statements

(d) Inventories

Merchandise
Finished goods
Raw materials
Fuel
Supplies
December 31,
2020
$ 98,737
76,595
120,079
2,262
14,439
$
312,112
December 31,
2019
115,973
141,167
148,485
3,115
13,155
421,895

Except for operating costs arising from the ordinary sale of inventories, other gains or losses directly recorded under operating cost were as follows:

Unallocated overheads
Loss on valuation of inventories
Losses (gains) on inventories count
2020
$ 29,983
275
(1,635)
$
28,623
2019
51,264
-
8
51,272

As of December 31, 2020 and 2019, the inventories were not pledged.

  • (e) Investments accounted for using equity method

A summary of the Company's financial information for investments accounted for using the equity method (including prepayments for investments) at the reporting date was as follows:

Subsidiaries
Associates
December 31,
2020
$ 3,422,028
498,351
$
3,920,379
December 31,
2019
3,441,182
419,778
3,860,960

(i) Subsidiaries

Please refer to 2020 and 2019 consolidated financial statements.

  • (ii) Associates
Name of Associates Main business Main operating
location
Proportion of shareholding
and voting rights
December 31,
2020
December 31,
2019
%
34.89
%
40.88
EOC Manufacturing of DWDM filter
components required for Optical
communication
Yilan

(Continued)

27

SESODA CORPORATION

Notes to the Financial Statements

EOC became a listed company on July 1, 2020. The fair values of the Company's shares on EOC were $696,859 thousand as of December 31, 2020.

The financial information of EOC was as follows::

Current assets
Non-current assets
Current liabilities
Non-current liabilities
Net assets
Net assets attributable to the Company
Operating revenue

Profit from continuing operations

Other comprehensive income
Total comprehensive income

Comprehensive income attributable to the Company

Share of net assets of associates as of January 1

Comprehensive income attributable to the Company
Capital surplus arising from not participating in capital
increase
Disposals
Dividends received from associates
Others
Share of net assets of associates as of December 31
December 31,
2020
$ 642,144
594,550
(81,976)
(105,234)
$
1,049,484
$
498,351
2020
$
334,567
$ 51,124
(1,585)
$
49,539
$
15,924
2020
$ 418,519
15,924
86,571
(10,490)
(12,182)
9
$
498,351
December 31,
2019
372,966
536,517
(74,885)
(116,612)
717,986
418,519
2019
349,651
55,880
(1,624)
54,256
17,594
2019
412,185
17,594
-
(1,757)
(9,516)
13
418,519

The Company's financial information for investments accounted for using the equity method that are individually insignificant was as follows:

Carrying amount of individually insignificant
associates' equity

Attributable to the Company:
Loss from continuing operations

Other comprehensive income
Comprehensive income
December 31,
2020
$
-
2020
$ (1,259)
-
$
(1,259)
December 31,
2019
1,259
2019
(1,999)
-
(1,999)

(Continued)

28

SESODA CORPORATION Notes to the Financial Statements

  • (iii) The Company did not provide any investment accounted for using the equity method as collateral for its loans.

  • (iv) In 2020 and 2019, the Company sold its shares in EOC amounting to $13,559 thousand and $2,954 thousand, resulting in the gains on sale of shares to be $4,978 thousand and $1,197 thousand, respectively, recognized as other gains and losses under gains on disposals of investment.

  • (f) Property, plant and equipment

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

Cost:
Balance on January 1, 2020
Additions
Disposal
Reclassification
Balance on December 31, 2020
Balance on January 1, 2019
Additions
Disposal
Reclassification
Balance on December 31, 2019
Depreciation and impairments loss:
Balance on January 1, 2020
Depreciation
Disposal
Balance on December 31, 2020
Balance on January 1, 2019
Depreciation
Disposal
Balance on January 1, 2019
Carrying amounts:
Balance on December 31, 2020
Balance on January 1, 2019
Balance on December 31, 2019
Land
$ 1,205,356
-
-
-
$
1,205,356
$ 1,194,447
10,909
-
-
$
1,205,356

$ -
-
-
$
-
$ -
-
-
$
-
$
1,205,356
$
1,194,447
$
1,205,356
Buildings
695,719
64
-
7,917
703,700
656,086
-
-
39,633
695,719
458,334
12,052
-
470,386
447,144
11,190
-
458,334
233,314
208,942
237,385
Machinery
and
equipment
1,369,648
1,942
(13,549)
33,055
1,391,096
1,206,486
4,202
(31)
158,991
1,369,648
1,050,373
59,448
(13,549)
1,096,272
998,990
51,414
(31)
1,050,373
294,824
207,496
319,275
Transportation
equipment
25,766
-
-
-
25,766
24,726
1,550
(510)
-
25,766
11,612
3,920
-
15,532
8,358
3,764
(510)
11,612
10,234
16,368
14,154
Other
facilities
136,353
41,422
(121)
(37,604)
140,050
131,004
55,022
(431)
(49,242)
136,353
77,477
3,238
(121)
80,594
74,419
3,489
(431)
77,477
59,456
56,585
58,876
Construction in
progress
121,649
76,743
-
(26,706)
171,686
186,077
124,205
-
(188,633)
121,649
-
-
-
-
-
-
-
-
171,686
186,077
121,649
Total
3,554,491
120,171
(13,670
(23,338
3,637,654
3,398,826
195,888
(972
(39,251
3,554,491
1,597,796
78,658
(13,670
1,662,784
1,528,911
69,857
(972
1,597,796
1,974,870
1,869,915
1,956,695

(i) Impairment losses

For the years ended December 31, 2020 and 2019, the movements in accumulated impairment loss were as follows:

Balance at January 1
Reclassified to accumulated depreciation
Balance at December 31
2020
$ 1,731
(1,203)
$
528
2019
3,335
(1,604)
1,731

(Continued)

29

SESODA CORPORATION Notes to the Financial Statements

(ii) Pledged information

Please refer to note 8 for the pledged and collateral information of the property, plant and equipment.

  • (iii) For the years ended December 31, 2020 and 2019, the capitalized interest expenses amounted to $1,331 thousand and $1,480 thousand, with interest rates of 1.01% and 1.36%, respectively.

(g) Right-of-use assets

The Company leases buildings and transportation equipment. The movements in right-of-use assets were as follows:

Cost:
Balance at January 1, 2020
Additions
Disposal
Balance at December 31, 2020
Balance at January 1, 2019
Effects of retrospective application for IFRS 16
Additions
Disposal
Balance at December 31, 2019
Accumulated depreciation:
Balance at January 1, 2020
Depreciation
Disposal
Balance at December 31, 2020
Balance at January 1, 2019
Effects of retrospective application for IFRS 16
Depreciation for the year
Disposal
Balance at January 1, 2019
Carrying amounts:
Balance at December 31, 2020
Balance at December 31, 2019
Buildings
$ 543
543
(543)
$
543
$ -
137
543
(137)
$
543
$ 407
543
(543)
$
407
$ -
-
544
(137)
$
407
$
136
$
136
Transportation
equipment
8,252
-
-
8,252
-
8,252
-
-
8,252
3,060
3,060
-
6,120
-
-
3,060
-
3,060
2,132
5,192
Total
8,795
543
(543)
8,795
-
8,389
543
(137)
8,795
3,467
3,603
(543)
6,527
-
-
3,604
(137)
3,467
2,268
5,328

(Continued)

30

SESODA CORPORATION Notes to the Financial Statements

(h) Short-term and long-term borrowings

Secured bank loans
Unsecured bank loans
Unused credit lines
Range of interest rates
December 31,
2020
$ 290,000
330,000
$
620,000
$
710,000
0.42%~2.46%
December 31,
2019
260,000
170,100
430,100
949,900
0.98%~3.765%

For the collateral for short-term borrowings, please refer to note 8.

(i) Lease liabilities

The carrying amounts of lease liabilities were as follow:

December 31,
2020
Current
$
2,305
Non-current
$
-
For the maturity analysis, please refer to note 6(q).
The amounts recognized in profit or loss was as follows:
2020
Interest expenses on lease liabilities
$
68
Expenses relating to leases of low-value assets
$
190
The amounts recognized in the statement of cash flows were as follows:
2020
Total cash outflow for leases
$
3,868
December 31,
2019
3,204
2,168
2019
118
219
2019
3,897

(j) Employee benefits

(i) Defined benefit plans

Reconciliations of defined benefit obligation at present value and plan asset at fair value were as follows:

Present value of the defined benefit obligations
Fair value of plan assets
Net defined benefit assets
December 31,
2020
$ 142,658
(169,167)
$
(26,509)
December 31,
2019
146,009
(162,578)
(16,569)

(Continued)

31

SESODA CORPORATION Notes to the Financial Statements

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

  • 1) Composition of plan assets

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

The Company's Bank of Taiwan labor pension reserve account balance amounted to $169,167 thousand as of December 31, 2020. For information on the utilization of the labor pension fund assets, including the asset allocation and yield of the fund, please refer to the website of the Bureau of Labor Funds, Ministry of Labor.

  • 2) Movements in present value of the defined benefit obligation

Movements in the present value of the defined benefit obligations were as follows:

Defined benefit obligations at January 1
Current service costs and interest cost
Remeasurements of the net defined benefit
asset:
-Actuarial gains or losses arising from
financial assumption
Benefits paid
Defined benefit obligations at December 31
2020
$ 146,009
1,619
2,262
(7,232)
$
142,658
2019
151,896
2,386
(2,175)
(6,098)
146,009
  • 3) The movements in fair value of the defined benefit plan assets

Movements in the fair value of the plan assets were as follows:

Fair value of plan assets at January 1
Interest revenue
Remeasurements of the net defined benefit
asset:
-Actuarial gains or losses arising from
financial assumption
Amounts contributed to plan
Benefits paid
Fair value of plan assets at December 31
2020
$ 162,578
1,216
5,436
4,929
(4,992)
$
169,167
2019
156,556
1,539
5,643
4,938
(6,098)
162,578

(Continued)

32

SESODA CORPORATION Notes to the Financial Statements

  • 4) Expenses recognized in profit or loss

The expenses recognized in profit or losses were as follows:

Current service costs
Net interest expense of net defined benefit assets
Operating cost
Operating expenses
2020
$ 545
(142)
$
403
2020
$ 369
34
$
403
2019
917
(70)
847
2019
759
88
847
  • 5) The remeasurements of net defined benefit liabilities (assets) recognized in other comprehensive income

The remeasurements of net defined benefit liabilities (assets) recognized in other comprehensive income were as follows:

Balance at the beginning
Recognized in the current period
Balance at the beginning
2020
$ (7,321)
3,174
$
(4,147)
2019
(15,139)
7,818
(7,321)
  • 6) Actuarial assumptions

The principal actuarial assumptions were as follows:

Discount rate
Future salary increasing rate
2020.12.31
2019.12.31
%
0.500
%
0.750
%
3.000
%
3.000

The Company expects to make contributions of $4,835 thousand to the defined benefit plans in the next year starting from December 31, 2020.

The weighted average duration of the defined benefit plans is 7.08 years.

(Continued)

33

SESODA CORPORATION Notes to the Financial Statements

7) Sensitivity analysis

The changes in main actuarial assumptions might have an impact on the present value of the defined benefit obligation as follows:

December 31, 2020
Discount rate decrease (increase) 0.25%
Future salary increasing rate increase (decrease) 0.25%
December 31, 2019
Discount rate decrease (increase) 0.25%
Future salary increasing rate increase (decrease) 0.25%
Influences on defined benefit
obligations
Increased
Decreased
$ 2,107
(2,057)
1,991
(1,954)
2,358
(2,298)
2,236
(2,192)

There is no change in other assumptions when performing the above mentioned sensitivity analysis. In practice, assumptions may be interactive with each other. The method used on sensitivity analysis is consistent with the calculation on the net pension liabilities.

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

(ii) Defined contribution plans

The Company set aside 6% of the contribution rate of the employee's monthly wages to the Labor Pension personal account of the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. The Company set aside a fixed amount to the Bureau of Labor Insurance without the payment of additional legal or constructive obligations.

The pension costs incurred from the contributions to the Bureau of the Labor Insurance amounted for the years ended December 31, 2020 and 2019 were as follow:

Operating cost
Operating expense
Total
2020
$ 1,985
1,705
$
3,690
2019
1,866
1,811
3,677

(iii) Others

The Company paid and recognized the severance pay for the years ended December 31, 2020 and 2019 as follow:

Operating cost
Operating expense
Total
2020
$ 48
2,276
$
2,324
2019
63
243
306

(Continued)

34

SESODA CORPORATION Notes to the Financial Statements

(k) Income taxes

(i) Income tax expense

The amounts of income tax for the years ended December 31, 2020 and 2019 were as follows:

Current tax expense
Current period
Adjustment for prior periods
Deferred tax expense
Origination and reversal of temporary differences
Income tax expense from continuing operations
2020
$ 13,534
3
13,537
(219)
$
13,318
2019
21,461
157
21,618
24,406
46,024

The amounts of income tax recognized in other comprehensive income for the years ended December 31, 2020 and 2019 were as follows:

Items that will not be reclassified subsequently to
profit or loss:
Remeasurement from defined benefit plans
2020
$
635
2019
1,564

Reconciliations of income tax expenses and profit before tax for the years ended December 31, 2020 and 2019 were as follows:

Profit before tax
Income tax using the Company’s domestic tax rate
The income tax effects on permanent difference
Change of temporary differences
Adjustment for prior periods
Undistributed earnings tax
2020
$
187,447
$ 37,489
(4,866)
(19,308)
3
-
$
13,318
2019
320,665
64,133
(5,611)
(21,324)
157
8,669
46,024

(Continued)

35

SESODA CORPORATION Notes to the Financial Statements

(ii) Deferred tax assets and liabilities

  • 1) Unrecognized deferred tax liabilities

The Company is able to control the timing of the reversal of the temporary differences associated with investments in subsidiaries as of December 31, 2020 and 2019. Also, management considers it probable that the temporary differences will not reverse in the foreseeable future. Hence, such temporary differences are not recognized under deferred tax liabilities. Details are as follows:

Aggregate amount of temporary differences related
to investments in subsidiaries
December 31,
2020
$
397,529
December 31,
2019
390,182
  • 2) Recognized deferred tax assets and liabilities

Deferred Tax Assets:

Balance at January 1, 2020
Recognized in profit or loss
Balance at December 31, 2020
Balance at January 1, 2019
Recognized in profit or loss
Balance at December 31, 2019
Refund
liability
$ 1,724
(1,562)
$
162
$ 1,358
366
$
1,724
Unrealized
exchange loss
Impairment loss
of property, plant
and equipment
Impairment loss
of property, plant
and equipment
Defined
benefit plans
9
21
30
-
9
9
Total
2,212
(1,209)
1,003
1,837
375
2,212
-
332
479
-
479
479
-
479
332
-
-
-

Deferred Tax Liability:

Balance at January 1, 2020
Recognized in profit or loss
Recognized in other comprehensive
income
Balance at December 31, 2020
Balance at January 1, 2019
Recognized in profit or loss
Recognized in other comprehensive
income
Balance at December 31, 2019
Land value
increment
tax
$ 166,990
-
-
$
166,990
$ 166,990
-
-
$
166,990
Investment
income under
equity method
Unrealized
exchange gain
Unrealized
exchange gain
Defined
benefit plans
3,306
1,353
635
5,294
924
818
1,564
3,306
Others
25
(25)
-
25
-
-
25
Total
434,722
(1,428)
635
433,929
408,377
24,781
1,564
434,722
203
(203)
-
121
82
-
203

(iii) Assessment

The Company's income tax returns for all years through 2018 were assessed by the tax authorities.

(Continued)

36

SESODA CORPORATION Notes to the Financial Statements

(l) Capital and other equity

As of December 31, 2020 and 2019, the total number of authorized ordinary shares were 250,000 thousand shares, with a par value of $10 per share, of which, 228,442 thousand shares and 211,520 thousand shares, respectively, were issued. All issued shares were paid up upon issuance.

Reconciliation of shares outstanding was as follows:

(in thousands of shares)
Balance on January 1
Capital increase by stock dividend
Balance on December 31
Ordinary Shares Ordinary Shares
2020
211,520
16,922
228,442
2019
201,448
10,072
211,520

(i) Ordinary shares

A resolution was decided during the general meeting of the shareholders held on May 27, 2020 for a capital increase via stock dividends of 16,922 thousand shares amounting to $169,216 thousand, with the base date set on July 17, 2020, which was approved by the FSC. All relevant registration procedures had been completed as of the reporting date.

A resolution was decided during the general meeting of the shareholders held on June 5, 2019 for a capital increase via stock dividends of 10,072 thousand shares amounting to $100,724 thousand, with the base date set on July 28, 2019, which was approved by the FSC. All relevant registration procedures had been completed as of the reporting date.

(ii) Capital surplus

The detail of capital surplus were as follows:

The subsidiaries acquired cash dividend from the
Company
Gain on the subsidiaries sale of the Company's stock
Increase through changes in ownership interests in
associates
Donation from shareholders
December 31,
2020
$ 4,079
2,379
91,152
4,984
$
102,594
December 31,
2019
4,079
2,379
6,482
4,480
17,420

In accordance with Company Act, realized capital reserves can only be reclassified as share capital or be distributed as cash dividends after offsetting against losses. The aforementioned capital reserves include share premiums and donation gains. In accordance with the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, the actual amount of capital reserves to be reclassified under share capital shall not exceed 10% of the actual share capital amount.

(Continued)

37

SESODA CORPORATION Notes to the Financial Statements

(iii) Retained earnings

The Company's Article of Incorporation stipulates that the Company's net earnings should first be used to offset the prior years' deficits, if any, after paying any income taxes, of the remaining balance 10% is to be appropriated as legal reserve until the accumulated legal reserve equals the Company's capital; a special reserve should also be set aside in accordance with the relevant regulations or as requested by the authorities. Any balance left over and the beginning balance of retaining earnings shall be distributed by way of cash or stock dividends; and the ratio for all dividends shall exceed 1% of the remaining earnings. The Company's appropriations of earnings are decided in the meeting of the Board of Directors and are presented for approval in the Company's shareholders' meeting.

However, dividends issued in cash may be approved by the Board of Directors with more than two thirds of the directors' attendance, and resolved by more than half of the directors; thereafter, reported in the shareholders' meeting.

In response to the Company's long-term development needs, the Company's capital structure and long term financial planning were taken into consideration. Therefore, the Company formulated its dividend policy based on its operating performance and principle of balanced dividend payments. Furthermore, the proportion of cash dividend payment shall be no less than 20% of the current year's dividend, which should all be distributed in cash.

1) Legal reserve

The Company should contribute 10% of net profit after tax as legal reserve until it is equal to the capital. When a company incurs no loss, it may, pursuant to a resolution by a shareholders' meeting, distribute its legal reserve by issuing new shares or by distributing cash, and only the portion of legal reserve which exceeds 25% of capital may be distributed.

2) Special reserve

The Company applied for exemptions granted under IFRS 1 First time Adoption of International Financial Reporting Standards endorsed by the FSC. Upon the Company’s initial adoption of the above standards, its unrealized revaluation increments and cumulative translation adjustments under shareholders' equity had been reclassified to retained earnings at the adoption date. In accordance with Ruling No. 1010012865 issued by the FSC on April 6, 2012, an increase in retained earnings, due to the first time adoption of the IFRSs endorsed by the FSC, shall be reclassified as a special reserve during earnings distribution. However, when the adjusted retained earnings, due to the first time adoption of the IFRSs endorsed by the FSC, are insufficient for the appropriation of special reserve at the transition date, the Company may appropriate a special reserve equals the amount of increase in retained earnings. Upon the use, disposal, or reclassification of its related assets, the Company may reverse the special reserve proportionately. As of December 31, 2020 and 2019, the special reserve were $131,910 thousand and $131,930 thousand, respectively.

(Continued)

38

SESODA CORPORATION Notes to the Financial Statements

A portion of current-period earnings and undistributed prior-period earnings shall be reclassified as a special reserve during earnings distribution. The amount to be reclassified should be equal to the difference between the total net current-period reduction of special reserve resulting from the first-time adoption of IFRSs and the carrying amount of other shareholders' equity as stated above. Similarly, a portion of undistributed prior-period earnings shall be reclassified as a special reserve (which does not qualify for earnings distribution) to account for cumulative changes to other shareholders' equity pertaining to prior periods due to the first-time adoption of IFRSs. Amounts of subsequent reversals pertaining to the net reduction of other shareholders' equity shall qualify for additional distributions. As of December 31, 2020 and 2019, the special reserve were $31,831 thousand and $0, respectively.

(iv) Earnings distribution

The appropriations of earning for 2019 and 2018 had been approved in shareholders' meetings held on May 27, 2020 and June 5, 2019, respectively. The relevant dividend distributions to shareholders were as follows:

Dividends distributed to ordinary shareholders:
Cash
Shares
Total
2019
Amount
per share
(Dollars)
Total
amount
$ 0.80
169,216
0.80
169,216
$
338,432
2019
Amount
per share
(Dollars)
Total
amount
$ 0.80
169,216
0.80
169,216
$
338,432
2018 2018
Amount
per share
(Dollars)
Amount
per share
(Dollars)
0.50
0.50
Total
amount
$ 0.80
0.80
100,724
100,724
201,448

On March 29, 2021, the Company's Board of Directors resolved to appropriate the 2020 earnings. The earnings were appropriated as follows:

Dividends distributed to ordinary shareholders:
Cash
Shares
Total
2020 2020
Amount per
share(Dollars)
Total
amount
$ 0.90
205,597
0.90
205,598
$
411,195
Total
amount
205,597
205,598

(Continued)

39

SESODA CORPORATION Notes to the Financial Statements

(v) Other equity interests, net of tax

Balance as of January 1, 2020
Exchange differences on foreign operations
Exchange differences on subsidiaries accounted
for using equity method
Unrealized gains or losses from financial assets
measured at fair value through other
comprehensive income
Disposal of investments in equity instruments
designated at fair value through other
comprehensive income
Balance as of December 31, 2020
Balance as of January 1, 2019
Exchange differences on foreign operations
Exchange differences on subsidiaries accounted
for using equity method
Unrealized gains or losses from financial assets
measured at fair value through other
comprehensive income
Disposal of investments in equity instruments
designated at fair value through other
comprehensive income
Balance as of December 31, 2019
Exchange
differences on
translation of
foreign financial
statements
$ (68,465)
(174,105)
(82)
-
-
$
(242,652)
Exchange
differences on
translation of
foreign financial
statements
$ 16,717
(84,834)
(348)
-
-
$
(68,465)
Unrealized gains or
losses on financial
assets at fair value
through other
comprehensive
income
36,634
-
-
(54,147)
1,036
(16,477)
Unrealized gains or
losses on financial
assets at fair value
through other
comprehensive
income
(2,571)
-
-
35,515
3,690
36,634
Total
(31,831)
(174,105)
(82)
(54,147)
1,036
(259,129)
Total
14,146
(84,834)
(348)
35,515
3,690
(31,831)

(m) Earnings per share

For the years ended December 31, 2020 and 2019, the Company's earnings per share were calculated as follows:

(i) Basic earnings per share

Profit belonging to common shareholders
Weighted average number of outstanding shares of
common stock (in thousands shares)
Basic earnings per share (expressed in New Taiwan
dollars)
2020
$
174,129
228,442
$
0.76
2019
274,641
228,442
1.20

(Continued)

40

SESODA CORPORATION Notes to the Financial Statements

(ii) Diluted earnings per share

Profit belonging to common shareholders
Weighted average number of outstanding shares of
common stock (in thousands shares)
Effect of potentially dilutive common stock employee
remuneration (in thousands shares)
Weighted average number of common stock (diluted)
(in thousands shares)
Diluted earnings per share (expressed in New Taiwan
dollars)
Revenue from contracts with customers
Primary geographical markets:
Taiwan
Japan
Pakistan
Other countries
Total
2020
$
174,129
228,442
553
228,995
$
0.76
2020
$ 1,033,559
302,964
182,665
1,147,834
$
2,667,022
2019
274,641
228,442
720
229,162
1.20
2019
1,254,761
249,990
130,015
1,122,431
2,757,197

(n) Revenue from contracts with customers

The Company was engaged in the sales of chemical products.

(o) Remuneration to employees and directors

In accordance with the articles of incorporation, the Company should contribute 1% of special bonus, 3.5% of employee remuneration, and less than 2% of directors' remuneration when there is profit for the year. However, if the Company has accumulated deficit, the profit should be reserved to offset the deficit.

For the years ended December 31, 2020 and 2019, the Company estimated its employee remuneration amounting to $7,017 thousand and $12,004 thousand, special bonus amounting to $2,005 thousand and $3,429 thousand, and directors' remuneration amounting to $4,010 thousand and $6,859 thousand, respectively. The estimated amounts mentioned above were calculated based on the net profit before tax, excluding the employee remuneration, special bonus and directors' remuneration of each period, multiplied by the percentage of employee remuneration, special bonus and directors' remuneration as specified in the Company's articles. These remunerations and bonuses were expensed under operating expenses for each period. Related information would be available at the Market Observation Post System website. The amounts stated in the parent company only financial statements are identical to those of the actual distributions for 2020 and 2019.

(Continued)

41

SESODA CORPORATION Notes to the Financial Statements

(p) Non operating income and expenses

  • (i) Interest income
Interest income from bank deposits
(ii) Other income
Rental income
Dividend income
Total
(iii) Other gains and losses
Foreign exchange gains or losses
Gains or losses on disposals of investments
Gains or losses on financial assets at fair value
through profit or loss
Gains or losses on disposals of property, plant and
equipment
Revenue from endorsement guarantee
Others
Total
(iv)
Finance costs
Interest expenses – bank loan
Interest expenses – lease liabilities
Total
(q)
Financial instruments
2020
$
172
2020
$ 11
6,236
$
6,247
2020
$ (11,060)
4,978
-
-
14,594
5,167
$
13,679
2020
$ (3,942)
(68)
$
(4,010)
2019
271
2019
11
2,023
2,034
2019
1,498
1,197
224
58
15,610
10,034
28,621
2019
(4,612)
(118)
(4,730)

(i) Credit risk

1) Credit risk exposure

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

(Continued)

42

SESODA CORPORATION Notes to the Financial Statements

2) Concentration of credit risk

When financial commodity trading is relatively concentrated within a few trading partners, a significant concentration of credit risk is less likely to occur. However, if the trading partners who are mostly engaged in similar commercial activities and have similar economic characteristics are affected by economic or other conditions, the occurrence of a significant concentration of credit risk is certain. The Company's notes and accounts receivable which are concentrated within a few trading parties are as follow:

December 31, 2019
D Company
Amount
$
58,630
Percentage of notes and
accounts receivable
10

No such incident on December 31, 2020.

3) Receivables securities

For credit risk exposure of notes and accounts receivable, please refer to note 6(c).

All of these financial assets are considered to have low risk, and thus, the impairment provision recognized during the period was limited to 12 months expected credit losses. Regarding how the financial instruments are considered to have low credit risk, please refer to note 4(f).

(ii) Liquidity risk

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

December 31, 2020
Non-derivative financial liabilities
Short-term loans
Accounts payable
Other payables
Other payables to related parties
Lease liabilities
Guarantee deposits received
December 31, 2019
Non-derivative financial liabilities
Short-term loans
Accounts payable
Other payables
Other payables to related parties
Lease liabilities
Carrying
amount
$ 620,000
269,219
105,304
3,702
2,305
242
$ 1,000,772
$ 430,100
188,405
145,867
4,719
5,372
$
774,463
Contractual
cash flows
620,597
269,219
105,304
3,702
2,319
242
1,001,383
430,638
188,405
145,867
4,719
5,450
775,079
Within
1 year
620,597
269,219
105,304
3,702
2,319
242
1,001,383
430,638
188,405
145,867
4,719
3,268
772,897
1-2 year
-
-
-
-
-
-
-
-
-
-
-
2,182
2,182
2-5 year
-
-
-
-
-
-
-
-
-
-
-
-
-
Over 5
years
-
-
-
-
-
-
-
-
-
-
-
-
-

(Continued)

43

SESODA CORPORATION Notes to the Financial Statements

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

  • (iii) Currency risk

  • 1) Exposure to foreign currency risk

The Company's significant exposure to foreign currency risk were as follows:

The
Com
pany's significant exposure to pany's significant exposure to foreign curr ency risk were as follows: ency risk were as follows:
Financial assets
Monetary items
USD
Non-monetary items
RMB
Financial liabilities
Monetary items
USD
December 31, 2020 NTD
400,429
65,700
186,752
December 31, 2019
Foreign currency
(thousand dollars)
Exchange
rate
NTD
10,867
29.98
325,793
15,000
4.31
64,650
5,461
29.98
163,721
Foreign currency
(thousand dollars)
$ 14,060
15,000
6,551
Exchange
rate
28.48
4.38
28.48
Exchange
rate
NTD
29.98
325,793
4.31
64,650
29.98
163,721

2) Sensitivity analysis

The Company's exposure to foreign currency risk arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents, accounts receivable and accounts payable that are denominated in foreign currency. A weakening (strengthening) 1 % of NTD against the USD for the years ended December 31, 2020 and 2019 would have increased (decreased) the net profit before tax by $2,137 thousand and

$1,621 thousand, respectively. The analysis assumes that all other variables remain constant.

The amount, expressed in functional currency, of foreign exchange gain and loss (including realized and unrealized portion) of the Company's monetary items, and the exchange rate used to translate the original amount to the Company's functional currency, NTD (also the expressed currency), were as follows:

NTD 2020 Average
exchange rate
-
2019
Foreign exchange
gain (loss)
(11,060)
Foreign exchange
gain (loss)
Average
exchange rate
1,498
-
  • (iv) Interest rate risk

Please refer to the attached note for the liquidity risk and the Company's interest rate exposure to its financial assets and liabilities.

(Continued)

44

SESODA CORPORATION Notes to the Financial Statements

The following sensitivity analysis is based on the exposure to the interest rate risk of derivative and non-derivative financial instruments on the reporting date. Regarding assets with variable interest rates, the analysis is based on the assumption that the amount of assets outstanding at the reporting date was outstanding throughout the year. The rate of change is expressed as the interest rate increases or decreases by 1% when reporting to management internally, which also represents the Company management's assessment of the reasonably possible interest rate change.

If the interest rate increases (decreases) by 1%, the Company's net profit before tax would have decreased (increased) by $6,200 thousand and $4,301 thousand for the years ended December 31, 2020 and 2019, respectively, all other variable factors that remain constant. This is mainly due to the Company's borrowing in floating rates.

(v) Other market price risk

For the years ended December 31, 2020 and 2019, the sensitivity analyses for the changes in the securities price at the reporting date were performed using the same basis for the profit and loss as illustrated below:

Prices of securities at the
reporting date
2020 Income
before tax
-
-
2019
Other
comprehensive
income before tax
$
1,371
$
(1,371)
Other
comprehensive
income before tax
876
(876)
Income
before tax
Increasing 1%
Decreasing 1%
-
-

(vi) Fair value of financial instruments

  • 1) Categories and fair value of financial instruments

Except for the followings, carrying amount of the Company's financial assets and liabilities are valuated approximately to their fair value, and are not based on observable market data and the value measurements which are not reliable. No additional fair value disclosure is required in accordance to the regulations.

Financial assets at fair value through
other comprehensive income
Domestic unlisted companies stocks
Foreign unlisted companies stocks
Subtotal
December 31, 2020 December 31, 2020 December 31, 2020
Book Value
$ 5,571
131,497
$
137,068
Fair Value
Level 1
-
-
-
Level 2
-
-
-
Level 3
5,571
131,497
137,068
Total
5,571
131,497
137,068

(Continued)

45

SESODA CORPORATION Notes to the Financial Statements

Financial assets at fair value through
other comprehensive income
Domestic unlisted companies stocks
Foreign unlisted companies stocks
Subtotal
December 31, 2019 December 31, 2019 December 31, 2019
Book Value
$ 4,675
82,916
$
87,591
Fair Value
Level 1
-
-
-
Level 2
-
-
-
Level 3
4,675
82,916
87,591
Total
4,675
82,916
87,591
  • 2) Valuation techniques for financial instruments measured at fair value

Non-derivative financial instruments

The fair value of financial assets and liabilities traded in an active market is based on the quoted market prices. The quotation, which is published by the main exchange center or that which was deemed to be a public bond by the Treasury Bureau of Central Bank, is included in the fair value of the listed securities instruments and the debt instruments in active markets with open bid.

A financial instrument is regarded as the quoted price in an active market if the quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency; and if those prices represent the actual and regularly occurring market transactions on an arm’s length basis.

Except for the above mentioned financial instruments traded in an active market, the fair value is based on the valuation techniques or the quotation from the counterparty. The fair value refers to the current fair value of the other financial instruments with similar conditions and characteristics, using a discounted cash flow analysis or other valuation techniques, such as calculations of using models (for example, applicable yield curve from Taipei Exchange, or average quoted price on interest rate of commercial paper from Reuters), based on the information acquired from the market at the balance sheet date.

When the financial instrument of the Company is not traded in an active market, its fair value is determined as follows:

  • ‧ Unquoted equity instruments: The fair value is determined based on the ratio of the quoted market price of the comparative listed company and its book value per share. Also, the fair value is discounted for its lack of liquidity in the market.

  • 3) Reconciliation of Level 3 fair values

Balance as of January 1, 2020
Total gains and losses recognized:
In other comprehensive income
Reclassification
Balance as of December 31, 2020
Fair value through other
comprehensive income
Unquoted equity instrument
$ 87,591
49,126
351
$
137,068
(Continued)

46

SESODA CORPORATION Notes to the Financial Statements

Balance as of January 1, 2019
Total gains and losses recognized:
In other comprehensive income
Disposals
Balance as of December 31, 2019
Fair value through other
comprehensive income
Unquoted equity instrument
$ 95,980
(389)
(8,000)
$
87,591
  • 4) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement

The Company's financial instruments that use Level 3 inputs to measure fair value were “financial assets measured at fair value through other comprehensive income – equity investments”.

Most of the Company's financial instruments that use level 3 inputs to measure fair value have multiple significant unobservable inputs. There is no correlation existence among the significant unobservable inputs of equity investments that have no active markets because they were independent of each other.

Quantified information of significant unobservable inputs was as follows:

Item
Financial assets at fair
value through other
comprehensive income
equity investments
without an active
market
Valuation
technique
Comparable listed
companies approach
Significant
unobservable inputs
Inter-relationship
between significant
unobservable inputs and
fair value measurement
‧EBITDA Ratio (as of December
31, 2020 and 2019 was 13.2 and
8.1)
‧Market liquidity discount rate
(as of December 31, 2020 and
2019 was 40% and 30%)
‧The higher the EBITDA
ratio, the higher the
fair value
‧The higher the market
liquidity discount rate,
the lower the fair value
  • 5) Sensitivity analysis of reasonably possible alternative assumptions for fair value measurements in Level 3 of the fair value hierarchy

The fair value measurements of the Company's financial instruments are reasonable. However, changes in the use of valuation models or valuation variables may affect the estimations. For fair value measurements in Level 3, changing one or more of the assumptions would have the following effect on other comprehensive income:

December 31, 2020
Financial assets at fair value through other
comprehensive income
December 31, 2019
Financial assets at fair value through other
comprehensive income
Inputs
EBITDA ratio
EBITDA ratio
Effects on changes in fair
value on other
comprehensive income
Increase or
decrease
Favorable
Unfavorable
10%
$ 13,038
(13,038
10%
8,256
(8,256
Effects on changes in fair
value on other
comprehensive income

(Continued)

47

SESODA CORPORATION Notes to the Financial Statements

The favorable and unfavorable effects represent the changes in fair value, and fair value is based on a variety of unobservable inputs calculated using a valuation technique. The analysis above only reflects the effects of changes in a single input, and it does not include the inter relationships with another input.

  • (r) Financial risk management

  • (i) Overview

The Company have exposures to the following risks from its financial instruments:

  • 1) credit risk

  • 2) liquidity risk

  • 3) market risk

The following likewise discusses the Company's objectives, policies and processes for measuring and managing the above mentioned risks. For more disclosures about the quantitative effects of these risks exposures, please refer to the respective notes in the accompanying financial statements.

  • (ii) Structure of risk management

The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework.

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

The Board of Directors oversees how the supervision of the management is in compliance with the Company's risk management policies and procedures. It also reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The Board of Directors is assisted in its oversight role by an internal auditor. An internal auditor undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Board of Directors.

  • (iii) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's receivables from customers and investments.

(Continued)

48

SESODA CORPORATION Notes to the Financial Statements

1) Notes and accounts receivable and other receivables

The credit risk exposure of the Company is mainly affected by the individual conditions of each customer.

The management also considers the statistical data of the Company's customer, including the default risk of the customer's industry and country, which may have an impact on credit risk.

Please refer to note 6(q) for the concentrated notes receivable and accounts receivable from transaction parties.

The Company has established a credit policy. According to this policy, the Company must analyze the credit rating of each new customer individually before granting standard payment and shipping conditions and terms. If the Company can obtain an external rating and in some other cases, the bank's notes will be reviewed. The credit limit, which is regularly reviewed, is established based on individual customers and need not be approved by the Board of Directors.

The Company monitors the credit risk of its customers according to their credit characteristics, including whether they are distributors or end users; location, industry, age, expiration date, and previous financial difficulties. The main target of the Company's notes, accounts receivable and other receivables is the Company's dealer customers. Customers who are assessed as high-risk are included in the restricted customer list and monitored by the authorized supervisor of the combined company. Future sales with these customers must be based on advance receipts.

The Company regularly evaluates the losses incurred in bills, accounts receivable and other receivables. The Company has set up an allowance and impairment loss account to reflect the estimation of the losses incurred in the bills, accounts receivable and other receivables. The main components of the allowance account include specific losses with individual customers and loss estimates measured by expected credit losses during the lifetime.

2) Investments

The exposure to credit risk for the bank deposits and other financial instruments is measured and monitored by the Company's finance department. The Company only deals with banks, other external parties, corporate organizations, government agencies and financial institutions with good credit rating. The Company expects the counterparties above to meet their obligations; hence, there is no significant credit risk arising from these counterparties.

3) Guarantees

The Company's policy is to provide financial guarantees only to subsidiaries. Please refer to note 7 for related information.

(Continued)

49

SESODA CORPORATION Notes to the Financial Statements

(iv) Liquidity risk

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

The Company calculates its cost of products and services by using the activity based costing, which assists in monitoring its cash flow requirements and optimizing its cash return on investments. Generally, the Company ensures that it maintains sufficient cash to meet expected operational expenses within 60 days.

(v) Market risk

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

The financial assets of the Company with fair value risk of interest rate changes are bank deposits; financial liabilities are long-term and short-term borrowings. The impact of changes in interest rates on the fair value of the relevant financial assets and liabilities is not significant.

(s) Capital management

The Company's policy is to keep a strong capital base in order to maintain its investors, creditors and market confidence, and to sustain future development of its business. Equity consists of common stock, capital surplus, retained earnings and other equity interest of the Company. The Board of Directors monitors the return on its capital as well as the level of dividends to its shareholders.

The Company's debt-to-equity ratio at the end of the reporting period was as follows:

Total liabilities
Less: cash and cash equivalents
Net debt
Total equity
Debt-to-equity ratio
December 31,
2020
$ 1,444,684
346,334
$
1,098,350
$
5,796,077
%
18.95
December 31,
2019
1,223,095
125,285
1,097,810
5,932,228
%
18.51

As of December 31, 2020, there were no material changes to the ratio.

(Continued)

50

SESODA CORPORATION Notes to the Financial Statements

(t) Financing activities not affecting current cash flow

Reconciliations of liabilities arising from financing activities for the years ended December 31, 2020 and 2019 were as follows:

Short-term borrowing
Lease liabilities
Total liabilities from financing activities
Short-term borrowing
Lease liabilities
Total liabilities from financing activities
January 1,
2020
$ 430,100
5,372
$
435,472
January 1,
2019
$ 542,880
8,389
$
551,269
Cash flows
189,900
(3,610)
186,290
Cash flows
(110,785)
(3,560)
(114,345)
Non-cash changes
Acquisition
-
543
543
changes
Acquisition
-
543
543
December
31, 2020
620,000
2,305
Foreign
exchange
movement
-
-
-
Non-cash
622,305
December
31, 2019
430,100
5,372
Foreign
exchange
movement
(1,995)
-
(1,995)
435,472

(7) Related-party transactions:

(a) Names and relationship with related parties

The followings are entities that have transactions with the Company during the periods covered in the financial statements and the Company's subsidiaries.

Name of related party Relationship with the Company Sesoda Steamship Corporation (SSC) Subsidiary SS Marine Holding Coporation (SSMHC) Subsidiary EAST TENDER TRADING CO., LTD Subsidiary YUKARI GROUP CO., LTD. Subsidiary E-Teq Venture Co., Ltd. Subsidiary Sesoda Investment (BVI) Ltd. (SIL) Subsidiary Southeast Shipping Corp. (SESC) Subsidiary Southeast Marine Globe Corporation (SMGC) Subsidiary Southeast Marine Transport Corporation (SMTC) Subsidiary SE Harmony Corporation (SEHC) Subsidiary SE Bulker Corporation (SEBC) Subsidiary SE Apex Corporation (SEAC) Subsidiary SE Marine Corporation (SEMC) Subsidiary SE Carrier Corporation (SECC) Subsidiary Zai Feng Auto Transportation Co., Ltd. Subsidiary SE Delta Corporation (SEDC) Subsidiary

(Continued)

51

SESODA CORPORATION Notes to the Financial Statements

Name of related party Relationship with the Company
SE Evermore Corporation (SEEC) Subsidiary
SE Fortune Corporation (SEFC) Subsidiary
SE Glory Corporation (SEGC) Subsidiary
SE Peace Corporation (SEPC) Subsidiary
SE Royal Corporation (SERC) Subsidiary
SE Victory Corporation (SEVC) Subsidiary
SE Jasmine Corporation (SEJC) Subsidiary
  • (b) Significant transactions with related parties

(i) Shipping expenses

Subsidiaries 2020
$
15,290
2019
17,979

(ii) Guarantees

The Company had provided a guarantee for loans as follow:

Subsidiaries December 31,
2020
$
7,172,972
December 31,
2019
8,309,585

The Company charges 0.25% 〜 0.5% guarantee fee to its subsidiaries, wherein the guarantee revenues amounted to $14,594 thousand and $15,610 thousand for the years ended December 31, 2020 and 2019, respectively.

(iii) Payables to related parties

(iv) Account Relationship
Subsidiaries
Relationship
December 31,
2020
$
3,702
December 31,
2020
$
13,961
December 31,
2019
Other payables to related parties
Receivables from related parties
Account
4,719
December 31,
2019
7,565
Other receivables from related parties Subsidiaries

(c) Key management personnel compensation comprised:

Short-term employee benefits
Post-employment benefits
2020
$ 41,182
6,323
$
47,505
2019
40,573
455
41,028

(Continued)

52

SESODA CORPORATION

Notes to the Financial Statements

(8) Pledged assets:

Pledged assets
Property, plant and equipment
-Land
-Buildings
Object December 31,
2020
$ 678,737
12,520
$
691,257
December 31,
2019
Guarantees for long-term and short-
term borrowing
Guarantees for long-term and short-
term loans borrowing
678,737
10,623
689,360

(9) Significant commitments and contingencies:

The Company entered into contracts with domestic and foreign vendors to purchase property, plant and equipment as follows:

Total contract value
Cumulative payments
December 31,
2020
$
152,309
$
98,819
December 31,
2019
145,724
67,130

(10) Losses Due to Major Disasters: None.

(11) Subsequent Events: None.

(12) Other:

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

By funtion
By item
2020 2020 2020 2019 2019 2019
Operating
cost
Operating
expense
Total Operating
cost
Operating
expense
Total
Employee benefits
Salary 75,336 48,652 123,988 70,653 55,343 125,996
Labor and health insurance 7,063 4,027 11,090 6,869 4,334 11,203
Pension 2,402 4,015 6,417 2,688 2,142 4,830
Remuneration of directors - 23,480 23,480 - 21,419 21,419
Others 5,006 1,894 6,900 4,919 2,209 7,128
Depreciation 64,727 17,534 82,261 55,587 17,874 73,461
Depletion - - - - - -
Amortization - - - - - -

(Continued)

53

SESODA CORPORATION Notes to the Financial Statements

As of December 31, 2020 and 2019, the additional information for employee numbers and employee benefits was as follows:

Average employee numbers
Average directors numbers without serving concurrently as
employee
Average employee benefits
Average employee salaries
Average adjustment rate of employee salaries
Remuneration received by supervisors

The Company's salary and remuneration policy (including directors, managers and employees) is as follows:

  • (a) Remuneration to directors and managers is determined by the Remuneration Committee based on their participation and contribution to the Company's operations, and also with reference to the level of the industry.

  • (b) For employee remuneration, the market competitive salary levels, reference to the same industry, the Company’s overall operating performance, individual performance, and comprehensive contribution considerations are used as a bases for payment principal; and the basic salary of employees depends on their position, responsibility, and competitiveness of their position in the same industry; also, their year end bonus is distributed based on each year’ s operating performance, employee contribution, and achievement of their department goal. Furthermore, the employee benefits must first comply with the applicable laws, followed by the regulation requirements of the employees.

(13) Other disclosures:

  • (a) Information on significant transactions:None

The following were the information on significant transactions required by the Regulations for the Company for the year ended December 31, 2020:

  • (i) Loans to other parties: None.

  • (ii) Guarantees and endorsements for other parties: Please refer to schedule A.

  • (iii) Securities held as of December 31, 2020 (excluding investment in subsidiaries, associates and joint ventures): Please refer to schedule B.

  • (iv) Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20% of the capital stock: None.

  • (v) Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock: None.

  • (vi) Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock: None.

(Continued)

54

SESODA CORPORATION Notes to the Financial Statements

  • (vii) Related-party transactions for purchases and sales with amounts exceeding the lower of NT$300 million or 20% of the capital stock: None.

  • (viii) Receivables from related parties with amounts exceeding the lower of NT$100 million or 20% of the capital stock: None.

  • (ix) Trading in derivative instruments: None.

  • (b) Information on investees: Please refer to schedule C.

  • (c) Information on investment in mainland China:

  • (i) The names of investees in Mainland China, the main businesses and products, and other information: None.

  • (ii) Limitation on investment in Mainland China: None.

  • (iii) Significant transactions: None.

  • (d) Major shareholders:

Major shareholders:
Shareholding
Shareholder's Name
Shares Percentage
Jian-Kai Property Management Co., Ltd. 16,808,755 %
7.35
Zhengbang Investment Co., Ltd. 14,758,338 %
6.46
Chu Ying-Piao 11,605,549 %
5.08

(14) Segment information:

Please refers to 2020 consolidated financial statements.

(Continued)

Schedule A Guarantees and endorsements for other parties:

Nunber
(Note 1)
Name of
guarantor
Counter-party of
guarantee and
endorsement
Counter-party of
guarantee and
endorsement
Limitation on
amount of
guarantees and
endorsements
for a specific
enterprise
(Note 3)
Highest balance of
guarantees and
endorsements
during the period
Balance of
guarantees
and endorsements
as of reporting date
Actual usage
amount
Property pledged
for guarantees and
endorsements
(Amount)
Ratio of accumulated
amounts
of guarantees
and endorsements to
net worth of the latest
financial statements
Maximum amount
for guarantees
and endorsements
Parent company
endorsements/
guarantees to
subsidiary
Subsidiary endorsements/
guarantees to parent
company
Endorsements/
guarantees to
the companies in
mainland China
Name Relationship
with the
Company
(Note 2)
0 The Company SSC 2 5,796,077 3,189,760 3,189,760 720,544 - 55.03% 17,388,231 Y N N
0 The Company SMTC 2 5,796,077 604,912 128,160 - - 2.21% 17,388,231 Y N N
0 The Company SMGC 2 5,796,077 628,784 105,376 - - 1.82% 17,388,231 Y N N
0 The Company SEHC 2 5,796,077 521,056 - - - 0.00% 17,388,231 Y N N
0 The Company SEBC 2 5,796,077 546,195 215,474 215,474 - 3.72% 17,388,231 Y N N
0 The Company SECC 2 5,796,077 464,943 345,889 345,889 - 5.97% 17,388,231 Y N N
0 The Company SEMC 2 5,796,077 465,850 302,770 302,770 - 5.22% 17,388,231 Y N N
0 The Company SEDC 2 5,796,077 505,175 356,712 356,712 - 6.15% 17,388,231 Y N N
0 The Company SEVC 2 5,796,077 497,310 383,631 383,631 - 6.62% 17,388,231 Y N N
0 The Company SEEC 2 5,796,077 498,218 370,226 370,226 - 6.39% 17,388,231 Y N N
0 The Company SEFC 2 5,796,077 499,125 455,680 455,680 - 7.86% 17,388,231 Y N N
0 The Company SERC 2 5,796,077 514,250 420,402 420,402 - 7.25% 17,388,231 Y N N
0 The Company SEGC 2 5,796,077 520,300 461,376 461,376 - 7.96% 17,388,231 Y N N
0 The Company SEPC 2 5,796,077 520,300 437,516 437,516 - 7.55% 17,388,231 Y N N
9437821 7,172,972

Note 1: Company numbering as follows:

The Company � 0

Note 2: Relationship with the Company:

  1. Ordinary business relationship.

  2. An entity, directly and indirectly, owned more than 50% voting shares.

  3. Note 3: The Company's operating procedures of guarantee were as follows:

  4. The guarantees and endorsements limit provided by The Company to other parties should not exceed 300% of its equity based on the recent financial statements. The individual guarantee amount should not exceed 100% of its equity based on the recent financial statements.

~55~

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

Name of
holder
Category and
name of security
Relationship
with the company
Account title Endingbalance Endingbalance Endingbalance
Shares/ Units Carrying value Percentage
of ownership

Fair value
Remark
SSC
The Company
"
"
"
"
"
SIL
"
"
Open-end Funds :
Schroder Maturity Asian Emerging Bond Fund
Stock :
Pushi Venture Capital Co., Ltd.
Puxun Venture Capital Co., Ltd.
COM2B
Qingdao Soda Ash Industrial Potassic Fertilizer Technology Co., Ltd.
StemCyte International, Ltd.
Others
Subtotal
Hebei Oxen New Materials Co., Ltd.
StemCyte International, Ltd.
Others
Subtotal
Total









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 profit or loss
Non�current financial assets at fair value through other
comprehensive income
"
Non�current financial assets at fair value through profit or loss

10,000
426,166
126,566
1,000,000
-
82,382

78,000
15,675,000
18,070

2
2,970 -
1.00%
0.63%
2.22%
15.00%
0.09%
0.44%
23.64%
0.02%
-
2,970
3,498
2,073
-
130,384
1,113
-
3,498

2,073

-

130,384

1,113

-
137,068 137,068
44,059
247
-
44,059

247
-
44,306 44,306
181,374 181,374

~56~

Schedule C Information on investments:

Name of investor Name of investee Location Main businesses and products Original investment amount Original investment amount The endingbalance at The endingbalance at thisperiod Net income
(losses)
of investee
Investment
income
(losses)
Remark
The ending balance
at thisyear
The ending balance
at the beginning
Shares Percentage
of
Carrying
value
The Company
"
"
"
"
"
"
SSC
"
"
"
"
"
"
"
"
"
"
"
"
"
"
"
"
SSMHC
East Tender Trading Co., Ltd.
"
SSC
East Tender Trading Co., Ltd.
SIL
East Tender Optoelectronics Co., Ltd.
Yukari Group Co., Ltd.
E-Teq Venture Co., Ltd.
Other
SESC
SIL
SMGC
SEHC
SMTC
SEBC
SEAC
SEMC
SECC
SEEC
SEFC
SERC
SEDC
SEVC
SEGC
SEPC
SSMHC
SEJC
Zai Feng Auto Transportation Co., Ltd.
Hing Dian Industrial Co., Ltd.
Panama
Taipei
BVI
Yilan
Taipei
Taipei
Panama
BVI
Panama
Panama
Panama
Panama
Panama
Panama
Panama
Panama
Panama
Panama
Panama
Panama
Panama
Panama
Cayman Islands
Panama
Yilan
Chiayi
Ship operation and chartering
General trade and investments
Holding company
Manufacturing of thin film filter components required for optical communication
Wholesale of foods and groceries, sales of drinks, operation of restaurant
Electronics components manufacturing, data storage media manufacturing and duplicating, general investments
Ship operation and chartering
Holding company
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Ship operation and chartering
Holding company
Holding company
Automobile cargo transportation business
Basic chemical industrial�other chemical materials manufacturing and other chemical products manufacturing
1,696,437
38,023
21,145
97,142
89,787
15,000
25,000
1,696,437
38,023
21,145
99,227
89,787
10,000
25,000
10
3,200,000
880
9,316,297
2,100,000
600,000
2,500,000
10
880
11
10
11
10
10
10
10
10
10
10
10
10
10
10
-
-
12,000
587,000
100.00%
100.00%
50.00%
34.89%
100.00%
100.00%
25.00%
100.00%
50.00%
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%
48.92%
3,372,541

39,066

(11,594)

498,351

18,280

3,735

-
86,597
2,399
(59)
55,784
253
(2,298)
(10,894)
8,126
(59)
(16,576)
(35,151)
(9,400)
3,233
(2,587)
5,409
14,930
18,914
28,395
23,051
7,258
(36)
27,126
37,690
(88)
(37)
2,985
-
86,597
2,399

(30)
16,449
253

(2,298)

(1,259)
Subsidiary
Subsidiary
Subsidiary
Associate
Subsidiary
Subsidiary
Associate
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Sub-Subsidiary
Associate
1,982,534 1,979,619 3,920,379 102,111
20
USD
2,792
USD
14,981
USD
11,116
USD
20,690
USD
8,920
USD
7,501
USD
7,504
USD
7,608
USD
8,451
USD
7,761
USD
8,615
USD
8,828
USD
7,994
USD
8,311
USD
8,119
USD
34
USD
620
USD
2,792
USD
10,581
USD
9,546
USD
15,490
USD
8,420
USD
7,951
USD
7,104
USD
7,608
USD
8,451
USD
7,761
USD
8,615
USD
8,828
USD
7,994
USD
8,311
USD
8,119
USD
27
USD
184,260

51,893

252,953

354,029

368,568

365,795

209,618

229,877

250,801

259,098

268,059

286,812

254,215

234,065

286,282

284,885

191
8,126

(29)

(16,576)

(35,151)

(9,400)
3,233

(2,587)
5,409
14,930
18,914
28,395
23,051
7,258

(36)
27,126
37,690

(88)
139,245
USD
128,218
USD
4,141,401 110,265
4
USD
3
USD
(19) (37)
20,381
5,870
20,381
5,870
19,881

5,870
2,985
-
26,251 26,251 25,751 2,985

~57~

58

SESODA CORPORATION

Statement of cash and cash equivalents

December 31, 2020

(In thousands of New Taiwan Dollars)

Item Description
Amount
Petty Cash, etc.
$ 380
53,034
CNY 6,296 thousand,@28.48
179,300
EUR
558 thousand,@35.02
19,546
CNY 1,743 thousand,@4.38
7,634
259,514
86,440
$
346,334
Petty Cash
Bank Deposits:
Demand deposits and check deposits
Foreign currency deposits
Time deposit (Note)

Note: The time deposit period is one month, and the annual interest rate range is 0.24%~0.35%.

Statement of notes receivable

Client name
D Company
TM Company
MT Company
Others (each amount is less than 5%)
Description
Operating


Account
Note
$ 23,597
6,475
4,812
45,065
$
79,949

59

SESODA CORPORATION

Statement of accounts receivables

December 31, 2020

(In thousands of New Taiwan Dollars)

Client name
H Company
SC Company
HY Company
Others (each amount is less than 5%)
Less: Loss allowance
Description
Operating


Account
Note
$ 25,967
21,665
21,474
295,680
(11,303)
$
353,483

Statement of inventories

Item
Description
Merchandise
Finished goods
Raw materials
Fuel
Supplies
Subtotal
Less: allowance for inventory valuation losse
Total
Description Amount
Cost
Net realizable
value
Note
$ 98,737
111,213
76,595
96,453
120,354
120,079
2,262
2,262
14,792
14,439
312,740
344,446
(628)
$
312,112
Cost
$ 98,737
76,595
120,354
2,262
14,792
312,740
(628)
$
312,112

60

SESODA CORPORATION

Statement of other current financial assets

December 31, 2020

(In thousands of New Taiwan Dollars)

Item
Purchase discount receivable
Despatch receivable
Others (each amount is less than 5%)
Description Amount
Note
$ 13,470
1,038
1,772
$
16,280

Statement of other current assets

Item
Prepament for purchases
Refundable business tax
Prepaid expenses
Others (each amount is less than 5%)
Description Amount
Note
$ 30,630
16,940
2,703
30
$
50,303

61

SESODA CORPORATION

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

For the year ended December 31, 2020

(In thousands of New Taiwan Dollars)

Name of financial instrument Beginning balance Beginning balance Addi tion Decr ease
Amount
-
-
-
-
-
-
Investment gains (loss)
at fair value through
other comprehensive
income
Ending balance Collateral
Note
Shares or
units
Fair value Shares or
units
-
-
-
-
82,382
Amount Shares or
units
-
-
-
-
-
Shares or
units
Fair value
Stocks:
Pushi Venture Capital Co., Ltd.
Puxun Venture Capital Co., Ltd.
COM2B
Qingdao Soda Ash Industrial Potassic Fertilizer Tecnhnolgy Co., Ltd.
StemCyte International Ltd.
Total
426,166
126,566
1,000,000
-
-
$ 2,908
1,767
355
82,561
-
$
87,591
-
-
-
-
351
351
590
306
(355)
47,823
762
49,126
426,166
126,566
1,000,000
-
82,382
3,498
2,073
-
130,384
1,113
137,068
None
"
"
"
"

62

SESODA CORPORATION

Statement of changes in investments accounted for using the equity method

For the year ended December 31, 2020

(In thousands of New Taiwan Dollars)

Name of investee
SSC
East Tender Trading Co., Ltd.
SIL
EOC
Yukari Group Co., Ltd.
E-Teg Venture Co., Ltd.
Others
Beginning balance
Shares
Amount
10 $ 3,335,813
3,200,000
40,404
880
45,904
9,516,297
418,519
2,100,000
18,027
500,000
1,034
2,500,000
1,259
$
3,860,960
Add ition
Amount
259,502
2,399
-
103,030
253
5,000
-
370,184
Decr ease
Amount
222,774
3,737
57,498
23,198
-
2,299
1,259
310,765
Ending balance Amount
3,372,541
39,066
(11,594)
498,351
18,280
3,735
-
3,920,379
Market value or net assets value
Total amount
3,372,541
39,066
(11,594)
696,859
18,280
3,735
-
4,118,887
Collateral
Note
None
"
"
"
"
"
"
Shares Shares
-
-
-
-
-
500,000
-
Shares
-
-
-
200,000
-
400,000
-
Shares
10
3,200,000
880
9,316,297
2,100,000
600,000
2,500,000
Percentage of
ownership
%
100.00
%
100.00
%
50.00
%
34.89
%
100.00
%
100.00
%
25.00
Unit price
337,254,115
12
(13,175)
75
9
6
-
10
3,200,000
880
9,516,297
2,100,000
500,000
2,500,000

63

SESODA CORPORATION

Statement of short-term borrowings

December 31, 2020

(In thousands of New Taiwan Dollars)

Type Description
Unsecured bank loans
Secured bank loans
Ending balance
$ 330,000
290,000

$
620,000
Contract period
2020.1.17~2021.8.12
2020.11.18~2021.3.17
Range of interest
rate
0.42%~2.46%
0.88%~0.98%
Credit lines
950,000
380,000
1,330,000
Collateral
Note
None
Property, plant and
equipment
Short-term loans
Short-term loans

Statement of accounts payable

Vendor name
CA Company
AN Company
TF Company
Others (Each amount is less than 5% of balance)
Description Amount
Note
$ 122,335
58,209
23,382
65,293
$
269,219

64

SESODA CORPORATION

Statement of other payables

December 31, 2020

(In thousands of New Taiwan Dollars)

Item
Freight payable
Employee compensation and directors' remuneration payable
Accrued payroll and bonus
Equipment payment payable
Others (each amount is less than 5%)
Description Amount
Note
$ 41,271
13,032
11,549
6,596
32,856
$
105,304

Statement of other current liabilities

Item
Temporary receipts and receipts under custody
Refund liability
Description Amount
Note
$ 3,279
807
$
4,086

65

SESODA CORPORATION

Statement of operating revenue

For the year ended December 31, 2020

(In thousands of New Taiwan Dollars)

Item
Potassium sulfate
Pure soda ash
Liquid calcium chloride
Others
Subtotal
Less: sales return and discount
Quantity (ton)
137,358
59,805
158,761
-
Amount
Note
$ 1,716,870
513,092
158,160
285,413
2,673,535
6,513
$
2,667,022

66

SESODA CORPORATION

Statement of operating costs

For the year ended December 31, 2020

(In thousands of New Taiwan Dollars)

Item Amount
Cost of merchandise
Beginning balance $ 115,973
Add: Purchase 573,777
Gain on inventory count 904
Other 45,968
Less: Ending balance 98,737
Transfer to finished goods 4,429
Transfer to raw materials 475
Subtotal 632,981
Cost of manufacturing:
Beginning balance of raw materials 148,485
Add: Purchase 1,027,351
Gain on inventory count 731
Transfer from merchandise 475
Less: Ending balance of raw materials 120,354
Transfer to overhead 3,464
Transfer to merchandise 30,282
Consumed raw materials 1,022,942
Direct labor 34,982
Manufacturing overhead 310,716
Unallocated production overhead 29,983
Manufacturing cost 1,398,623
Other 47,063
Cost of goods manufactured 1,445,686
Add: Beginning balance of finished goods 141,167
Purchases 19,219
Transfer from merchandise 4,429
Less: Ending balance of finished goods 76,595
Other 15,366
Cost of finished goods sold 1,518,540
Add: Loss on valuation of inventories 275
Less: Gain on inventory count 1,635
Operating cost $ 2,150,161

67

SESODA CORPORATION

Statement of selling expenses

For the year ended December 31, 2020

(In thousands of New Taiwan Dollars)

Item
Export cost
Shipping cost
Others (each amount is less than 5%)
Description Amount
Note
$ 190,137
126,868
18,716
$
335,721

Statement of administrative expenses

Item
Payroll
Depreciation expense
Others (each amount is less than 5%)
Description Amount
Note
$ 38,742
16,683
56,467
$
111,892

For statement of changes in property, plant and equipment, please refer to note 6(f) to the parent-company-only financial statements.

For statement of changes in right-of-use assets, please refer to note 6(g) to the parent-company-only financial statements.

For statement of other income, please refer to note 6(p) to the parent-company-only financial statements.

For statement of other gains and losses, please refer to note 6(p) to the parent-company-only financial statements.

For statement of finance costs, please refer to note 6(p) to the parent-company-only financial statements.