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SPC — Audit Report / Information 2020
Nov 12, 2020
52126_rns_2020-11-12_8aa3ba96-5552-4262-82c0-8557ccf4aef6.pdf
Audit Report / Information
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Stock Symbol : 2496
Success Prime Corporation
Parent Company Only Financial Statements for the Years Ended December 31, 2020 and 2019
and Independent Auditors’ Report
Address: 2F No. 11, Kezhong Road, Zhunan Town, Miaoli County, Science Park, Hsinchu, Taiwan
Phone: (037) 586999
The Board of Directors and Shareholders Success Prime Corporation
Opinion
We have audited the accompanying financial statements of Success Prime Corporation (the “Company”), which comprise the balance sheets as of December 31, 2020 and 2019, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the 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 Attestation of Financial Statements by Certified Public Accountants and 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 Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements for the year ended December 31, 2020. 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.
Key audit matters for the Company’s parent company only financial statements for the year ended December 31, 2020 are stated as follows:
Investments impairment assessment using the equity method
On each balance sheet date, the management should assess whether there are any signs of impairment of the investments using the equity method. The assessment of whether the book amount has been reduced involves subjective judgments and discounts made by the management of SPC on its future cash flow forecasts. The current rate and other assumptions
are estimated, so the auditors list it as a key audit matter. For the disclosure of relevant accounting policies and relevant information, please refer to Notes 4, 5 and 11 of the Parent Company Only Financial Statements.
Our key audit procedures performed by the Auditors are as follows:
-
We obtained the asset impairment self-evaluation reports by management.
-
We evaluated the reasonableness of the identification of the assets which were considered impaired and the assumptions and sensitivity analysis used in the asset impairment assessments of SPC.
Responsibility 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.
Auditors’ Responsibilities for the Audit of the Parent Company Only 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 the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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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.
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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.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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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.
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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.
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Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the 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.
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 for the year ended December 31, 2020 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Chin-Chuan Shih and Shu-Lin Liu.
Deloitte & Touche
Taipei, Taiwan Republic of China March 17, 2021
Notice to Readers
The accompanying parent company only financial statements are intended only to present the parent company only financial position, financial performance and cash flows in accordance with 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 applied in the Republic of China. For the convenience of readers, the independent auditors’ report and the accompanying parent company only financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and parent company only financial statements shall prevail.
Success Prime Corporation
PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| ASSETS Current assets Cash and cash equivalents (note 4 and 6) Financial assets measured at amortized cost (note 4, 8 and 33) Accounts receivables (note 4 and 9) Accounts receivables- related parties (note 4 and 32) Current income tax assets Inventories (note 4 and 10) Other current assets (note 15) Total current assets Non-current assets Financial assets measured at fair value through other comprehensive income (note 4 and 7) Investments accounted for using equity method (note 4, 5 and 11) Property, plant and equipment (note 4 and 12) Right-of-use assets (note 4 and 13) Net investment property (note 4, 14 and 33) Computer software Deferred income tax assets (note 4 and 23) Defined benefit assets (note 4 and 19) Other non-current assets (note 15) Total non-current assets Total assets LIABILITIES AND EQUITY Current liabilities Short-term borrowings (note 4 and 16) Accounts payables (note 17) Accounts payables- related parties (note 32) Other payables (note 18) Other payables- related parties (note 32) Current income tax liabilities Lease liabilities- current (note 4 and 13) Current portion of long-term borrowings (note 4, 16 and 33) Other current liabilities Total current liabilities Non-current liabilities Long-term borrowings (note 4, 16 and 33) Deferred income tax liabilities (note 4 and 23) Lease liabilities- non-current (note 4 and 13) Guarantee deposits received (note 32) Total non-current liabilities Total liabilities Equity (note 20) Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated retained earnings Total retained earnings Other equity Treasury shares Total equity Total liabilities and equity |
December31,2020 Amount %$ 47,698 5 9,800 1 - - 22,361 3 10 - - - 59 - 79,928 9 4,500 1 713,958 83 - - - - 32,317 4 119 - 25,848 3 - - - - 776,742 91 $ 856,670 100 $ - - 16,551 2 44 - 7,246 1 - - 2,469 1 - - 2,430 - 344 - 29,084 4 19,440 2 145 - - - 200 - 19,785 2 48,869 6 191,854 22 341,190 40 33,966 4 2,600 - 274,945 32 311,511 36 2,392) - 34,362) ( 4) 807,801 94 $ 856,670 100 |
December31,2020 Amount %$ 47,698 5 9,800 1 - - 22,361 3 10 - - - 59 - 79,928 9 4,500 1 713,958 83 - - - - 32,317 4 119 - 25,848 3 - - - - 776,742 91 $ 856,670 100 $ - - 16,551 2 44 - 7,246 1 - - 2,469 1 - - 2,430 - 344 - 29,084 4 19,440 2 145 - - - 200 - 19,785 2 48,869 6 191,854 22 341,190 40 33,966 4 2,600 - 274,945 32 311,511 36 2,392) - 34,362) ( 4) 807,801 94 $ 856,670 100 |
December31,2019 | December31,2019 | December31,2019 | ||
|---|---|---|---|---|---|---|---|
| Amount $ 47,698 9,800 - 22,361 10 - 59 79,928 4,500 713,958 - - 32,317 119 25,848 - - 776,742 $ 856,670 $ - 16,551 44 7,246 - 2,469 - 2,430 344 29,084 19,440 145 - 200 19,785 48,869 191,854 341,190 33,966 2,600 274,945 311,511 2,392) 34,362) 807,801 $ 856,670 |
Amount $ 70,098 5,655 42,492 19,747 10 20,871 3,179 162,052 4,500 695,366 4,639 84,596 32,474 500 35,903 6,662 14,362 879,002 $ 1,041,054 $ 80,000 19,325 407 40,543 56 2,104 10,372 2,430 1,696 156,933 21,870 1,478 74,945 200 98,493 255,426 174,594 367,081 26,354 1,611 240,544 268,509 2,600) 21,956) 785,628 $ 1,041,054 |
% |
|||||
( ( |
( |
( ( |
( ( |
7 1 4 2 - 2 - 16 - 67 - 8 3 - 4 1 1 84 100 8 2 - 4 - - 1 - - 15 2 - 8 - 10 25 17 35 3 - 23 26 1) 2) 75 100 |
The accompanying notes are an integral part of the parent company only consolidated financial statements.
Success Prime Corporation
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
Operating revenue (note 4, 21 and 32) Sales revenue Service revenue Total operating revenue Operating costs (note 10, 22 and 32) Cost of sales Cost of services Total operating costs Gross profit Operating expenses (note 19, 22 and 32) Marketing expenses General and administrative expenses Research and development expenses Total operating expenses Net income from operations Non-operating income and expenses (note 4, 22 and 32) Other income Other gains and losses Finance costs Share of profit or loss of subsidiaries Interest revenue Total non-operating income and expenses |
2020 | %32 68 100 27 52 79 21 2 8 3 13 8 2 3 - 10 - 15 |
2019 | |||||
|---|---|---|---|---|---|---|---|---|
% |
||||||||
| Income before income tax Income tax expense (note 23) Net income for the year Other comprehensive income (loss) (note 19 and 23) Items that will not be reclassified subsequently to profit or loss: Remeasurements of defined benefit plans Income tax relating to items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss: Exchange differences on translating foreign operations Other comprehensive income (loss) for the year, net of income tax Items that may be reclassified subsequently to profit or loss: Total comprehensive income for the year Earnings per share (Note 24) Basic Diluted |
2020 | %23 4) 19 - 1 1 - 1 20 |
2019 | |||||
|---|---|---|---|---|---|---|---|---|
| Amount $ 74,080 11,846) 62,234 - 650 650 208 858 $ 63,092 $ 3.30 $ 3.29 |
% |
|||||||
( |
( |
( ( |
17 - 17 - - - 1) 1) 16 |
The accompanying notes are an integral part of the parent company only consolidated financial statements. (Concluded)
| Treasury Shares Total Equity |
( $ 21,956 ) $ 780,324 |
- - |
- - |
- ( 69,042 ) |
- 76,118 |
- ( 1,772 ) |
- 74,346 |
( 21,956 ) 785,628 |
- - |
- - |
- ( 17,260 ) |
- - |
- ( 8,631 ) |
- ( 2,622 ) |
- 62,234 |
- 858 |
- 63,092 |
- 63,092 |
( 12,406 ) ( 12,406 ) |
( 12,406 ) ( 12,406 ) |
( $ 34,362 ) $ 807,801 |
|||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Other Equity | Exchange differences on |
translating foreign | operations | ( $ 1,611 ) | - | - | - | - | ( 989 ) |
( 989 ) |
( 2,600 ) |
- | - | - | - | - | - | - | 208 | 208 | - | ( $ 2,392 ) | ||||||||||||||
| Share Capital Retained Earnings |
Shares Unappropriated |
(Thousands) Amount Capital Surplus Legal Reserve Special Reserve Earnings Total |
Balance at January 1, 2019 17,459 $ 174,594 $ 367,081 $ 13,868 $ 772 $ 247,576 $ 262,216 |
Appropriation of 2018 earnings | Legal reserve - - - 12,486 - ( 12,486 ) - |
Special reserve - - - - 839 ( 839 ) - |
Cash dividends distributed by the Company - NT$4.00 per | share - - - - - ( 69,042 ) ( 69,042 ) |
Net income (loss) for the year ended December 31, 2019 - - - - - 76,118 76,118 |
Other comprehensive income (loss) for the year ended | December 31, 2019, net of income tax - - - - - ( 783 ) ( 783 ) |
Total comprehensive income (loss) for the year ended | December 31, 2019 - - - - - 75,335 75,335 |
Balance at December 31, 2019 17,459 174,594 367,081 26,354 1,611 240,544 268,509 |
Appropriation of 2019 earnings | Legal reserve - - - 7,612 - ( 7,612 ) - |
Special reserve - - - - 989 ( 989 ) - |
Cash dividends distributed by the Company - NT$1.00 per | share - - - - - ( 17,260 ) ( 17,260 ) |
Stock dividends distributed from capital surplus 1,726 17,260 ( 17,260 ) - - - - |
Cash dividends distributed from capital surplus- NT$ 0.5 | per share - - ( 8,631 ) - - - - |
Changes in ownership interests in subsidiaries (note 27) - - - - - ( 2,622 ) ( 2,622 ) |
Net income (loss) for the year ended December 31, 2020 - - - - - 62,234 62,234 |
Other comprehensive income (loss) for the year ended | December 31, 2020, net of income tax - - - - - 650 650 |
Total comprehensive income (loss) for the year ended | December 31, 2020 - - - - - 62,884 62,884 |
Treasury stocks purchase - - - - - - - |
Balance at December 31, 2020 19,185 $ 191,854 $ 341,190 $ 33,966 $ 2,600 $ 274,945 $ 311,511 |
The accompanying notes are an integral part of the parent company only consolidated fin ancial statements. |
Success Prime Corporation
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| Cash flows from operating activities Income before income tax Adjustments to reconcile profit (loss) Depreciation expense Amortization expense Finance costs Interest income Share of (profit) loss of subsidiaries accounted for using equity method Loss on disposal of property, plant and equipment Loss on inventory valuation Net loss on foreign exchange Gains from bargain purchases Disposal of subsidiary investments gains accounted for using the equity method Loss on the settlement of Labor Retirement Reserve Fund (The Old Fund) Changes in operating assets and liabilities: Accounts receivables Accounts receivables- related parties Inventories Other current assets Net defined benefit assets Notes payable Accounts payables Accounts payables- related parties Other payables Other payables- related parties Other current liabilities Cash generated from operations Interest received Interest paid Income taxes paid Net cash generated from operating activities |
2020 $ 74,080 5,346 381 1,379 ( 63 ) ( 33,109 ) - 634 536 - ( 9,035 ) 2,611 4,240 ( 2,614 ) 20,335 1,135 4,051 - 24,531 ( 363 ) ( 25,514 ) ( 56 ) ( 619) 67,886 63 ( 1,379 ) ( 2,109) 64,461 |
2019 |
|---|---|---|
| $ 78,559 14,291 194 3,474 ( 168 ) ( 26,796 ) 4 3,178 17,027 ( 727 ) - - 40,744 19,747 20,141 ( 154 ) ( 86 ) ( 22 ) ( 6,873 ) - 1,619 56 ( 3,027) 161,181 168 ( 3,474 ) ( 12,283) 145,592 |
(Continued)
| Cash flows from investing activities Acquisition of financial assets at amortized cost Acquisition of financial assets at fair value through other comprehensive income Acquisition of net cash outflow from subsidiary Net cash inflow from disposal of subsidiary Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Dividends received from subsidiaries Net cash outflow from sale of subsidiary Net cash inflow generated from investing activities Cash flows from financing activities Increase in short-term loans Decrease in short-term loans Long-term debt Payments of long-term debt Payments of lease liabilities Issuance of cash dividends Payments of treasury shares buy-back Net cash used in financing activities Effect of exchange rate changes on the balance of cash and cash equivalents held in foreign currencies Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of the year Cash and cash equivalents at end of the year |
2020 $ - ( 9,800 ) ( 14,800 ) 98,000 ( 2,171 ) - ( 979 ) - 23,938 ( 56,251) 37,937 60,000 ( 140,000 ) - ( 2,430 ) ( 3,437 ) ( 25,891 ) ( 12,406) ( 124,164) ( 634) ( 22,400 ) 70,098 $ 47,698 |
2019 |
|---|---|---|
| ( $ 4,500 ) ( 5,655 ) ( 9,900 ) - ( 4,682 ) 3 ( 4,800 ) 4,563 1,488 - ( 23,483) 304,300 ( 359,300 ) 24,300 - ( 10,194 ) ( 69,042 ) - ( 109,936) ( 2,399) 9,774 60,324 $ 70,098 |
The accompanying notes are an integral part of the parent company only consolidated financial statements. (Concluded)
SUCCESS PRIME CORPORATION
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise)
1. GENERAL
Success Prime Corporation (hereinafter referred to as the Company) was established in June 15, 1991, the main business operations are production of optical fiber cables, communication components, system, sensors, digital informatics consulting services, and the management of tutorial academy teachers and curriculum education services. On March 2002, the Company’s shares were listed on the Taiwan Stock Exchange (TWSE).
The Company passed the disposal of the optical fiber subsidiary resolution at a board of directors meeting, for the purpose of continuing to focus on the future operations and development of the education businesses, thereby increase the competitiveness and market share of its core businesses.
The financial statements are presented in the Company’s functional currency, the New Taiwan dollar.
2. THE AUTHORIZATION OF FINANCIAL STATEMENTS
The financial statements were approved and authorized for issue by the Board of Directors on March 9, 2021.
3. APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS
- (1) Initial application of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS (IFRIC), and Interpretations of IAS (SIC) (collectively, the IFRSs) endorsed and issued into effect by the FSC.
The initial application of the amendments to the IFRSs endorsed and issued into effect by the FSC would not have any material impact on the Company’s accounting policies, except for the following explanations:
- i. Amendments to IAS 1 and IAS 8 “Definition of Material”
The Company adopted the amendments starting from January 1, 2020. The threshold of materiality that could influence users has been changed to “could reasonably be expected to influence”. Accordingly, disclosures in the financial statements do not include immaterial information that may obscure material information.
- ii. Amendment to IFRS 16 “Covid-19-Related Rent Concessions”
The Company elected to apply the practical expedient provided in the amendment to IFRS 16 with respect to rent concessions negotiated with the lessor as a direct consequence of the COVID-19. The related accounting policies are stated in Note 4. Prior to the application of the amendment, the Company shall determine whether or not the abovementioned rent concessions need to be accounted for as lease modifications.
The Company applied the amendment from January 1, 2020. Because the abovementioned rent concessions affect only in 2020, retrospective application of the amendment has no impact on the retained earnings as of January 1, 2020.
- (2) The IFRSs endorsed by the Financial Supervisory Commission (FSC) for application starting from 2021
| application starting from 2021 | |
|---|---|
| New IFRSs Amendments to IFRS 4 “Extension of the Temporary Exemption from Applying IFRS 9” Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 “Interest Rate Benchmark Reform - Phase 2” |
Effective Date Announced byIASB |
| Effective immediately upon promulgation by the IASB January 1, 2021 |
- (3) New IFRSs in issue but not yet endorsed and issued into effect by the FSC
Effective Date Announced by IASB New IFRSs (Note 1) “Annual Improvements to IFRS Standards 2018-2020” January 1, 2022 (Note 2) Amendments to IFRS 3 “Reference to the Conceptual January 1, 2022 (Note 3) Framework”
- Amendments to IFRS 10 and IAS 28 “Sale or Contribution of To be determined by IASB Assets between an Investor and its Associate or Joint Venture”
IFRS 17 “Insurance Contracts” January 1, 2023 Amendments to IFRS 17 January 1, 2023
Amendments to IAS 1 “Classification of Liabilities as Current January 1, 2023 or Non-current”
-
Amendments to IAS 1 “Disclosure of Accounting Policies” January 1, 2023 (Note 6)
-
Amendments to IAS 8 “Definition of Accounting Estimates” January 1, 2023 (Note 7) Amendments to IAS 16 “Property, Plant and Equipment - January 1, 2022 (Note 4) Proceeds before Intended Use”
-
Amendments to IAS 37 “Onerous Contracts - Cost of Fulfilling January 1, 2022 (Note 5) a Contract”
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Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.
-
Note 2: The amendments to IFRS 9 will be applied prospectively to modifications and exchanges of financial liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 “Agriculture” will be applied prospectively to the fair value measurements on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 “First-time Adoptions of IFRSs” will be applied retrospectively for annual reporting periods beginning on or after January 1, 2022.
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Note 3: The amendments are applicable to business combinations for which the acquisition date is on or after the beginning of the annual reporting period beginning on or after January 1, 2022.
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Note 4: The amendments are applicable to property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.
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Note 5: The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.
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Note 6: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.
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Note 7: The amendments are applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.
-
i. Amendments to IAS 1 “Disclosure of Accounting Policies”
The amendments specify that the Company should refer to the definition of material to determine its material accounting policy information to be disclosed. Accounting policy information is material if it can reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements. The amendments also clarify that:
-
accounting policy information that relates to immaterial transactions, other events or conditions is immaterial and need not be disclosed;
-
the Company may consider the accounting policy information as material because of the nature of the related transactions, other events or conditions, even if the amounts are immaterial; and
-
not all accounting policy information relating to material transactions, other events or conditions is itself material.
The amendments also illustrate that accounting policy information is likely to be considered as material to the financial statements if that information relates to material transactions, other events or conditions and:
-
(i) the Company changed its accounting policy during the reporting period and this change resulted in a material change to the information in the financial statements;
-
(ii) the Company chose the accounting policy from options permitted by the standards;
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(iii) the accounting policy was developed in accordance with IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors” in the absence of an IFRS that specifically applies;
-
(iv) the accounting policy relates to an area for which the Company is required to make significant judgements or assumptions in applying an accounting policy, and the Company discloses those judgements or assumptions; or
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(v) the accounting is complex and users of the financial statements would otherwise not understand those material transactions, other events or conditions.
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ii. Amendments to IAS 8 “Definition of Accounting Estimates”
The amendments define that accounting estimates are monetary amounts in financial
statements that are subject to measurement uncertainty. In applying accounting policies, the Company may be required to measure items at monetary amounts that cannot be observed directly and must instead be estimated. In such a case, the Company uses measurement techniques and inputs to develop accounting estimates to achieve the objective. The effects on an accounting estimate of a change in a measurement technique or a change in an input are changes in accounting estimates unless they result from the correction of prior period errors.
Except for the above impact, as of the date the financial statements were authorized for issue, the Company is continuously assessing the possible impact that the application of other standards and interpretations will have on the Company’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- (1) Statement of compliance
The financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs as endorsed and issued into effect by the FSC.
- (2) Basis of preparation
The financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value and defined benefit liabilities.
The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:
-
i. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
-
ii. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
iii. Level 3 inputs are unobservable inputs for an asset or liability.
When preparing these parent company only financial statements, the Company used the
equity method to account for its investments in subsidiaries, associates and joint ventures. In order for the amounts of the net profit for the year, other comprehensive income for the year and total equity in the parent company only financial statements to be the same with the amounts attributable to the owners of the Company in its consolidated financial statements, adjustments arising from the differences in accounting treatments between the parent company only basis and the consolidated basis were made to investments accounted for using the equity method, the share of profit or loss of subsidiaries, associates and joint ventures, the share of other comprehensive income of subsidiaries, associates and joint ventures and the related equity items, as appropriate, in these parent company only financial statements.
- (3) Classification of current and non-current assets and liabilities
Current assets include:
-
i. Assets held primarily for the purpose of trading;
-
ii. Assets expected to be realized within 12 months after the reporting period; and
-
iii. Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.
Current liabilities include:
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i. Liabilities held primarily for the purpose of trading;
-
ii. Liabilities due to be settled within 12 months after the reporting period; and
-
iii. Liabilities for which the Company does not have an unconditional right to defer settlement for at least 12 months after the reporting period.
Assets and liabilities that are not classified as current are classified as non-current.
- (4) Merger of enterprises
The merger of enterprises adopts the acquisition law. The acquisition related cost is listed at the current period as an expense occurred and labor acquisition.
Goodwill is measured by the fair value of the transfer price, the amount of the fair value of the acquirer's non-controlling interest and previously held interest is measured by the net value of the identifiable assets and liabilities after the acquisition date. A merger that is achieved in stages is measured at the fair value of the acquisition date and is re-measured by the Company's previously held interest from the acquiree, if any profits or losses are incurred shall be recognized.
(5) Foreign currencies
In preparing the financial statements of the Company, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.
Foreign currency items are converted at the closing exchange rate on each balance sheet date. The exchange difference arising from the delivery of monetary items or the conversion of monetary items is recognized as a profit or loss in the current period of occurrence.
Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising on the retranslation of non-monetary items are included in profit or loss for the year except for exchange differences arising on the retranslation of non-monetary items in respect of which profit and losses are recognized directly in other comprehensive income, in which case, the exchange differences are also recognized directly in other comprehensive income. Non-monetary items that are measured in terms of historical cost in foreign currencies are not retranslated.
For the purposes of presenting parent company only financial statements, the assets and liabilities of the Company’s foreign operations are translated into NT$using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising, if any, are recognized in other comprehensive income and accumulated in equity.
(6) Inventories
Inventories includes raw materials, manufactured goods, in-process products and commodities. Inventory is measured by the cost and the value of net realization, comparing costs with net realizable value is based on individual items except for those in same inventory category. Net realizable value means under normal circumstances the balance after the estimated cost required to complete the investment and sale is deducted. The weighted average method is adopted to calculate inventory cost.
(7) Investments in subsidiaries
The Company uses the equity method to account for its investments in subsidiaries.
Subsidiaries are the entities controlled by the Company.
Under the equity method, the investment in a subsidiary is initially recognized at cost and the carrying amount is increased or decreased to recognize the Company’s share of the profit or loss and other comprehensive income of the subsidiary after the date of acquisition. Besides, the Company also recognizes the Company’s share of the change in other equity of the subsidiary.
Changes in the Company’s ownership interest in a subsidiary that do not result in the Company losing control of the subsidiary are equity transactions. The Company recognizes directly in equity any difference between the carrying amount of the investment and the fair value of the consideration paid or received.
When the Company’s share of losses of a subsidiary exceeds its interest in that subsidiary (which includes any carrying amount of the investment accounted for by the equity method and long-term interests that, in substance, form part of the Company’s net investment in the subsidiary), the Company continues recognizing its share of further losses.
Any excess of the cost of acquisition over the Company’s share of the net fair value of the identifiable assets and liabilities of a subsidiary that constitutes a business at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Company’s share of the net fair value of the identifiable assets and liabilities of a subsidiary that constitutes a business over the cost of acquisition is recognized immediately in profit or loss. When acquiring a subsidiary that does not execute business operations, the acquisition cost is appropriately allocated to the acquired identifiable assets (including intangible assets) and the assumed share of liabilities, without generating goodwill or current benefits.
The Company assesses its investment for any impairment by comparing the carrying amount with the estimated recoverable amount as assessed based on the entire financial statements of the invested company. Impairment loss is recognized when the carrying amount exceeds the recoverable amount. If the recoverable amount of the investment subsequently increases, the Company recognizes the reversal of the impairment loss; the adjusted post-reversal carrying amount should not exceed the carrying amount that would have been recognized (net of amortization or depreciation) had no impairment loss been recognized in prior years. An impairment loss recognized on goodwill cannot be reversed in a subsequent period.
Profits or losses resulting from downstream transactions are eliminated in full only in the
parent’s company only financial statements. Profits and losses resulting from upstream transactions and transactions between subsidiaries are recognized only in the parent’s company financial statements only to the extent of interests in the subsidiaries that are not related to the Company.
- (8) Property, plant and equipment
Property, plant and equipment are recognized at cost and subsequently valued by costs minus the amount of accumulated depreciation. Property, plant and equipment’s amortization is measured based on straight-line basis, and each significant depreciation is separately accounted. At each year end, the Company examines the estimated durability, residual value and depreciation methods, and delays the impact of using altered accounting estimates.
In addition to the listing of property, plant and equipment, the difference between the net disposition price and the carrying amount of the asset is recognized as profit and loss.
- (9) Investment property
Investment Property is properties held for the purpose of earning rent or capital appreciation or both. Investment property also includes land that has not yet been determined for future use. Investment property is initially measured at cost (including transaction costs) and subsequently measured at cost minus accumulated depreciation and accumulated impairment losses. Investment property is depreciated on a straight-line basis.
When derecognition of investment property, the difference between the net disposal price and the carrying amount of the asset is recognized in profit or loss.
-
(10) Intangible assets
-
i. Acquired separately
Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line method basis. The estimated useful lives, residual values, and amortization methods are reviewed by the Company at the end of each reporting period, with the effect of any changes in the estimates accounted for on a prospective basis.
- ii. Derecognition
When derecognizing the intangible assets, the difference between the net disposition price and the asset’s carrying amount is recognized as the profit and loss of the current period.
- (11) Impairment of property, plant and equipment, right-of-use asset and intangible assets (except goodwill)
At the end of each reporting period, the Company reviews the carrying amounts of its property, plant and equipment, right-of-use asset and intangible assets, excluding goodwill, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Corporate assets are allocated to the individual cash-generating units on a reasonable and consistent basis of allocation.
The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.
When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset, cash-generating unit or assets related to contract costs is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized on the asset, cash-generating unit or assets related to contract costs in prior years (less amortization or depreciation). A reversal of an impairment loss is recognized in profit or loss.
(12) Financial instruments
Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instruments.
Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs
directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.
- i. Financial Assets
All regular way purchases or sales of financial assets are recognized and derecognized on a settlement date basis.
- (i) Measurement Category
Financial assets are classified into the following categories: Financial assets measured at amortized cost and investments in equity instruments at FVTOCI.
- A. Investments in equity instruments at FVTOCI
On initial recognition, the Company may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination. Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on the disposal of the equity investments; instead, they will be transferred to retained earnings. Dividends on these investments in equity instruments are recognized in profit or loss when the Company’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.
- B. Financial assets measured at amortized cost
Financial assets that meet the following conditions are subsequently measured at amortized cost:
-
a. The financial assets are held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
-
b. The contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Subsequent to initial recognition, financial assets measured at amortized
cost, including cash and trade receivables measured at amortized cost, are measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.
Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for:
-
A. Purchased or originated credit-impaired financial assets, for which interest income is calculated by applying the credit-adjusted effective interest rate to the amortized cost of such a financial asset; and
-
B. Financial assets that have subsequently become credit-impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such a financial asset.
Cash equivalents include within 3-month time deposits with original maturities, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.
- (ii) Impairment of financial assets
The Company recognizes a loss allowance for expected credit losses on financial assets measured at amortized cost (including accounts receivables).
The Company always recognizes lifetime expected credit losses (i.e. ECLs) for trade receivables and lease receivables. For all other financial instruments, the Company recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on such a financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.
Expected credit losses reflect the weighted average of credit losses with the respective risks of a default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a
financial instrument that are possible within 12 months after the reporting date.
The Company recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account, except for investments in debt instruments that are measured at FVTOCI, for which the loss allowance is recognized in other comprehensive income and does not reduce the carrying amount of the financial asset.
(iii) Derecognition of financial assets
The Company derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.
On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss.
On derecognition of an investment in an equity instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss, and the cumulative gain or loss which had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.
ii. Financial liabilities
- (i) Subsequent measurement
All the Company’s financial liabilities are measured at amortized cost using the effective interest method.
(ii) Derecognition of financial liabilities
The difference between the carrying amount of the financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
(13) Revenue recognition
The Company identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.
- i. Revenue from the sale of goods
Goods sales revenue comes from the sale of various types of fiber optic cables, optical fiber communication components, optical communication systems and optical sensor component systems. As the above products arrive at the customer's designated location or at the time of departure, the customer has the right to set the price and use of the goods and has the primary responsibility for re-sales, and bear the risk of obsolescence of the goods, the Company should recognize revenue and accounts receivables at the time.
When the material processing is performed, the control of the ownership of the processed product is not transferred, and the income is not recognized when the material is removed.
- ii. Revenue from the rendering of services
Service revenue comes from digital information consulting services and management of teacher and academic curriculum services.
The service income is recognized as income in proportion to the performance of service.
- (14) Leases
At the inception of a contract, the Company assesses whether the contract is, or contains, a lease.
- i. The Company as lessor
Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
Lease payments (less any lease incentives payable) from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases. Lease modification that resulted from a negotiation with a lessee is accounted for as a new lease from the effective date of modification.
Variable lease payments that do not depend on an index or a rate are recognized as income in the periods in which they are incurred.
- ii. The Company as lessee
The Company recognizes right-of-use assets and lease liabilities for all leases at the
commencement date of a lease, except for short-term leases and low-value asset leases accounted for by applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.
Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Rightof-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Rightof-use assets are presented on a separate line in the balance sheets.
Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.
Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments, in-substance fixed payments, variable lease payments which depend on an index or a rate, residual value guarantees, the exercise price of a purchase option if the Company is reasonably certain to exercise that option, and payments of penalties for terminating a lease if the lease term reflects such termination, less any lease incentives receivable. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the lessee’s incremental borrowing rate will be used.
Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in a lease term or a change in future lease payments resulting from a change in an index or a rate used to determine those payments, the Company remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line in the balance sheets.
The Company negotiates with the lessor for rent concessions as a direct consequence of the Covid-19 to change the lease payments originally due by June 30, 2021, that results in the revised consideration for the lease, and there is no substantive change to
other terms and conditions. The Company elects to apply the practical expedient to all of these rent concessions for applicable lease contracts and, therefore, does not assess whether the rent concessions are lease modifications. Instead, the Company recognizes the reduction in lease payment in profit or loss as (other operating income and expenses), in the period in which the events or conditions that trigger the concession occur, and makes a corresponding adjustment to the lease liability. In 2020, the Company did not have the aforementioned related rent negotiation.
Variable lease payments that do not depend on an index or a rate are recognized as expenses in the periods in which they are incurred.
(15) Borrowing Costs
Borrowing costs are recognized when incurred as a profit or loss at the current period.
(16) Government Grants
Government grants are not recognized until there is reasonable assurance that the Company will comply with the conditions attached to them and that the grants will be received.
(17) Employee Benefits
- i. Short term Employee Benefits
Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for service rendered by employees.
ii. Retirement benefits
Payments to defined contribution retirement benefit plans are recognized as expenses when employees have rendered services entitling them to the contributions.
Defined benefit costs (including service cost, net interest and remeasurement) under defined benefit retirement benefit plans are determined using the projected unit credit method. Service cost (including current service cost) and net interest on the net defined benefit liabilities (assets) are recognized as employee benefits expense in the period in which they occur. Remeasurement (comprising actuarial gains and losses and the return on plan assets excluding interest, is recognized in other comprehensive income in the period in which it occurs, and will not be reclassified to profit or loss afterwards.
Net defined benefit liabilities (assets) represent the actual deficit (surplus) in the Company’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any refunds from the plans or reductions in future contributions to the plans.
(18) Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
i. Current tax
Income tax payable (recoverable) is based on taxable profit (loss) for the year determined by the Company according to the applicable tax laws of each tax jurisdiction.
According to the Income Tax Law in the ROC, an additional tax on unappropriated earnings is provided for in the year the shareholders approve to retain earnings. Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.
ii. Deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences, unused loss carry forward and unused tax credits for purchases of machinery, equipment and technology, research and development expenditures and personnel training expenditures to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.
Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is
probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the year which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
iii. Current and deferred taxes
Current and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred taxes are also recognized in other comprehensive income or directly in equity, respectively.
5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Company’s accounting policies, management is required to make judgments, estimations, and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.
The Company considers the economic implications of the COVID-19 when making its
critical accounting estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revisions affect only that period or in the period of the revisions and future periods if the revisions affect both current and future periods.
Key Sources of Estimation Uncertainty
Impairment of Investment Subsidiary
When there are signs of impairment indicating that the investment in the subsidiary may have been impaired and the carrying amount may not be recovered, the Company immediately evaluated the asset impairment associated with the subsidiary from the perspective of the financial statements as a whole. The Company’s management is based on the future cash flow projections of the cash-generating units of the relevant assets, including assumptions such as the estimated sales growth rate and profit margin of the management, and determines the appropriate discount rate used to calculate the present value to assess the impairment.
6. CASH AND CASH EQUIVALENTS
| Cash on hand Checking demand deposits Cash Equivalents Time deposits within 3 months expiration date |
December 31,2020 $ - 42,798 4,900 $ 47,698 |
December 31,2019 | December 31,2019 |
|---|---|---|---|
| $ 211 69,887 - $ 70,098 |
The market interest rate range on the balance sheet date is as follows:
December 31, 2020 December 31, 2019 Term Deposits 0.41% -
7. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
December 31, 2020 December 31, 2019
Investments in equity instruments Domestic investments Unlisted shares Accuagile Co., Ltd ordinary shares $ 4,500 $ 4,500
In order to enhance its competitive advantage, the Company seeks a strategic alliance of educational digital training system providers and establishes a long-term cooperative relationship. On September 26, 2019, it participated in the cash increase of Accuagile Co., Ltd, and the Company subscribed 1,500 thousand shares. The investment amount is NT$4,500 thousand in total, and 15% of its equity is acquired.
8. FINANCIAL ASSETS AT AMORTIZED COST
Current Performance Security Deposits Time deposits with original maturities exceeding 3 months Interest rate range |
December 31,2020 $ - 9,800 $ 9,800 0.56%~0.58% |
December 31,2019 | December 31,2019 |
|---|---|---|---|
| $ 5,655 - $ 5,655 - |
(1) The Company assesses that the expected credit risk of the financial assets measured by amortization cost is not high, and its credit risk has not increased after the original recognition.
- (2) For information on the pledge of financial assets measured at amortization costs, please refer to Note 33.
9. ACCOUNTS RECEIVABLES
December 31, 2020
December 31, 2019
Measured at amortized costs Total carrying amount $ - $ 42,492 Less: Allowance for loss - - $ - $ 42,492
The average credit period for sales of goods was 30~60 days. To mitigate credit risk, the Company’s management assigns a dedicated team responsible for the decision of the credit line, credit approval and other monitoring procedures to ensure that the recovery of overdue receivables has taken appropriate action. In addition, the Company reviews the recoverable amounts of receivables on the reporting date to ensure that receivables that cannot be recovered include appropriate impairment losses. As result, the Company’s management believes that the credit risk has been significantly reduced.
The Company measures the loss allowance for account receivables at an amount equal to lifetime ECLs (excluding special individual payments that listed are as 100% loss). The expected credit losses on trade receivables are estimated using a provision matrix by reference to past default experience with the respective debtors and an analysis of the debtors’ current financial positions, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecasted direction of conditions at the reporting date. The Company estimates expected credit losses based on the number of days for which receivables are past due. As the Company’s historical credit loss experience shows significantly different loss patterns for different customer segments, the provision for losses based on past due status of receivables is not further distinguished according to different segments of the Company’s customer base.
The Company writes off an account receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. For trade receivables that have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.
The Company measures the allowance loss of account receivables in accordance with the preparation matrix as follows:
December 31, 2019
Not Overdue Overdue Overdue Total
| Gross carrying amount Loss allowance (lifetime ECL) Amortized cost |
Overdue $30,904 - $30,904 |
Within 90 Days $11,588 - $11,588 |
91-180 Days $ - - $ - |
181-365 Days $ - - $ - |
|||||
|---|---|---|---|---|---|---|---|---|---|
| $42,492 - $42,492 |
The Company assessed that there was no need to recognize impairment losses for the year ended December 31, 2019.
10. INVENTORIES
| Finished goods Raw materials Work in progress Products |
December 31,2020 $ - - - - $ - |
December 31,2019 | December 31,2019 |
|---|---|---|---|
| $ 8,853 9,858 757 1,403 $ 20,871 |
The cost of inventories sold in 2020 and 2019 were NT$86,152,000 and NT$153,713,000 respectively. The cost of goods sold in 2020 and 2019 respectively included a net loss of value of inventory of NT$536,000 and NT$17,027,000. In 2020, the loss of NT$43,757,000 in price of inventory was offset by the sale.
11. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD
Investment in subsidiaries
December 31, 2020 December 31, 2019
| Unlisted Company Chen Li Education Group Co., Ltd. (Chen Li Education) Prime Optical Fiber Co., Ltd. (Prime Optical Fiber) Here Co., Ltd. (Here Enterprise) (Note) Chen Li ELM Co., Ltd. (Chen Li ELM) Li-Ren Education Co., Ltd. (Li-Ren Education) Chen Li Zhiyi Education Co., Ltd. (Chen Li Zhiyi Education) |
$ 685,497 - 14,696 8,295 3,074 2,396 $ 713,958 |
$ 676,308 2,152 6,159 10,747 - - $ 695,366 |
|---|---|---|
| Name of Subsidiary Chen Li Education Prime Optical Fiber Here Enterprise Chen Li ELM Li-Ren Education Chen Li Zhiyi Education |
Percentage of equityrights and votingrights | Percentage of equityrights and votingrights |
|---|---|---|
| December 31, 2020 100% - 100% 100% 60% 60% |
December 31, 2019 | |
| 100% 100% 51% 100% - - |
Note: Original Prime Education Consulting Co., Ltd. (Prime Education).
In order to expand the market share of education market, the Company acquired 100% equity of Chuang-Si Digital Technology Co., Ltd. from related parties through a resolution agreement by the board of directors on October 24, 2019. The transaction base date was October 31, 2019, and the purchase price was NT$9,900,000. After the Company completed the acquisition of Chuang-Si Digital Technology Co., Ltd., the Company name changed to Chen Li ELM, thus the subsidiary’s focuses its operation strategy on primary education products and services.
To enhance the diversification of education businesses, the Company passed a resolution at the board meeting to establish a joint venture, Li-Ren Education Co., Ltd., on December 19, 2019. The Company invested NT$3,000,000 and obtained 60% of its equity, the subsidiary focuses on biology education as its core strategic operations.
To expand the tutorial education business to Hsinchu districts, the Company passed a
resolution at the board meeting to establish a joint venture, Chen Li Zhiyi Education Co., Ltd., on March 24, 2020. The Company invested NT$3,000,000 and acquired 60% of joint venture’s equity.
In order to achieve specialization of labor and corporate reorganization to improve competitive and operating performances, the board passed a resolution on March 24, 2020 to transfer the optical fiber business (including operations and property) to Prime Optical Fiber Co., Ltd, which is 100% owned by the company. The Company has obtained the approval letter No. 1090005233 from the Taiwan Stock Exchange. Let its operating value be NT$86,000 thousands and Prime Optical Fiber will issue 5,000 thousand new shares at a premium of NT$17.2 per share, each with a par value of NT$10, as the consideration.
In order to continue to focus on core competences and future operational development of the education businesses, and to grow the market competitiveness and market share of the education industry, hence leveraging existing resources more effectively to bring steady revenue and profit, the Company passed the resolution of disposal of 100% optical fiber subsidiary’s equity on July 3, 2020 board meeting, from this date on, Prime Optical Fiber Co., Ltd. is no longer a subsidiary of the Company.
The Company passed a resolution to acquire 49% equity of Success Prime Education from its related parties on August 12, 2020, making Success Prime Education a 100% owned subsidiary by the Company. Success Prime Education was renamed to Here Enterprise Co., Ltd. through a passed resolution at the board meeting on October 30, 2020.
The company's profit and loss and other comprehensive profit and loss shares of the subsidiary using the equity method in 2019 and 2020, except that Chen Li Education is recognized according to the financial report verified by the accountant, the rest have not been verified by the accountant, but the management of the company believes that the above If the financial report of the verified subsidiary is verified by accountant, no major adjustments will be made.
For details of the investment subsidiaries held by the Company, please refer to Table 5.
12. PROPERTY, PLANT, EQUIPMENT
| Cost January 1, 2019 Balance Addition Disposition December 31, 2019 Balance Accumulated depreciation January 1, 2019 Balance Depreciation Fee Disposition December 31, 2019 Balance December 31, 2019 Net amount Cost January 1, 2020 Balance Addition Disposition December 31, 2020 Balance Accumulated depreciation January 1, 2020 Balance Depreciation Fee Disposition December 31, 2020 Balance December 31, 2020 Net amount |
Leasing of modified items $ 29,223 - - $ 29,223 $ 27,838 1,342 - $ 29,180 $ 43 $ 29,223 - 29,223) $ - $ 29,180 16 29,196) $ - $ - |
Office Equipment $ 5,337 1,814 85) $ 7,066 $ 1,087 1,743 78) $ 2,752 $ 4,314 $ 7,066 8,672 15,738) $ - $ 2,752 1,495 4,247) $ - $ - |
Other Equipment $ 867 - - $ 867 $ 451 134 - $ 585 $ 282 $ 867 - 867) $ - $ 585 39 624) $ - $ - |
Total | ||||
|---|---|---|---|---|---|---|---|---|
( ( |
( ( ( ( |
( ( |
( ( ( ( |
$ 35,427 1,814 85) $ 37,156 $ 29,376 3,219 78) $ 32,517 $ 4,639 $ 37,156 8,672 45,828) $ - $ 32,517 1,550 34,067) $ - $ - |
For the year 2020 and 2019, there was no indication of an impairment loss; therefore, the Company did not perform impairment assessment.
The above items of property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives as follows:
| Leasing of Modified Items | 3-8years |
|---|---|
| Office Equipment | 3-5years |
| Other Equipment | 3years |
13. LEASE ARRANGEMENTS
(1) Rights-of-use assets
| Carrying amounts Buildings Depreciation charge for right-of-use assets Buildings |
December 31,2020 December 31,2019 $ - $ 84,596 For the Years Ended December 31 |
December 31,2020 December 31,2019 $ - $ 84,596 For the Years Ended December 31 |
December 31,2019 | December 31,2019 |
|---|---|---|---|---|
| 2020 $ 3,639 |
2019 | |||
| $ 10,915 |
Except for the additions and depreciation fee accounted above, the Company’s evaluation did not find any sign of impairment on 2019 right-of-use assets.
(2) Lease liabilities
| Carrying amounts Current Non-current |
December31,2020 $ - - $ - |
December31,2019 | December31,2019 |
|---|---|---|---|
| $ 10,372 74,945 $ 85,317 |
The discount rate for lease liabilities was as follows:
| Buildings | December 31,2020 - |
December 31,2019 |
|---|---|---|
| 1.74% |
- (3) Other lease information
| Total cash outflow for leases | For the Years Ended December31 | For the Years Ended December31 | For the Years Ended December31 | |
|---|---|---|---|---|
| 2020 $ 3,920 |
2019 | |||
| $ 11,761 |
14. INVESTMENT PROPERTY
| Cost January 1 and December 31, 2019 Balance Accumulated depreciation January 1, 2019 Balance Depreciation Fee December 31, 2019 Balance December 31, 2019 Net amount Cost January 1 and December 31, 2020 Balance Accumulated depreciation January 1, 2020 Balance Depreciation Fee December 31, 2020 Balance December 31, 2020 Net amount |
Land $ 27,394 $ - - $ - $ 27,394 $ 27,394 $ - - $ - $ 27,394 |
Buildings $ 5,316 $ 79 157 $ 236 $ 5,080 $ 5,316 $ 236 157 $ 393 $ 4,923 |
Total | |||
|---|---|---|---|---|---|---|
| $ 32,710 $ 79 157 $ 236 $ 32,474 $ 32,710 $ 236 157 $ 393 $ 32,317 |
Investment property is the properties held by the Company to earn rental income. It is leased to the subsidiary Chen Li Education as a tutorial school.
The depreciation fee is based on the straight-line basis for the following number of years of durability:
==> picture [290 x 12] intentionally omitted <==
The fair value of investment property has not been evaluated by independent evaluators and is only measured by the Company’s management level using the evaluation model commonly used by market participants in the third level input value. The evaluation is based on market evidence similar to the transaction price of the property, and the fair value obtained is evaluated.
December 31, 2020 December 31, 2019
Fair Value
$ 35,540 $ 36,550
The lease period of investment real estate is 3-5years, which is a fixed lease payment.
In 2020 and 2019, leased investment real estate under operating leases will receive the total lease payments in the future as follows:
| Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 |
December 31,2020 $ 1,143 1,143 1,143 1,143 1,143 571 $ 6,286 |
December 31,2019 | December 31,2019 |
|---|---|---|---|
| $ 1,143 571 - - - - $ 1,714 |
For the amount of investment real estate set as loan guarantee, please refer to Note 33.
15. OTHER ASSETS
| OTHER ASSETS | |||
|---|---|---|---|
| Current Other account receivables Prepaid fees Refundable Deposit Other Non-current Prepaid Equipment Payment Refundable Deposit |
December 31,2020 $ - 59 - - $ 59 $ - - $ - |
December 31,2019 | |
| $ 1,001 769 739 670 $ 3,179 $ 10,374 3,988 $ 14,362 |
16. BORROWINGS
(1) Short-term borrowings
| Secured borrowings Bank borrowings |
December 31,2020 $ - |
December 31,2019 | December 31,2019 |
|---|---|---|---|
| $ 80,000 |
The interest rates of bank revolving borrowings were 1.55% at December 31, 2019.
(2) Long-term borrowings
| Secured borrowings Bank borrowings- Shanghai Commercial and Savings Bank Less: Current portion Long-term borrowings |
December31,2020 $ 21,870 ( 2,430) $ 19,440 |
December31,2019 | December31,2019 |
|---|---|---|---|
( |
( |
$ 24,300 2,430) $ 21,870 |
The aforementioned long-term and short-term bank borrowings are secured by the Company’s investment properties as collateral (see Note 33), in which the long-term bank borrowings maturity date is December 24, 2029. As of December 31, 2020, and 2019, the effective annual interest rate is 1.34% and 1.59% respectively.
17. ACCOUNTS PAYABLES
| Hourly fee payable to Teachers Trade Payable |
December31,2020 $ 16,551 - $ 16,551 |
December31,2019 | December31,2019 |
|---|---|---|---|
| $ 14,242 5,083 $ 19,325 |
18. OTHER PAYABLES
| Salary and bonus payable Compensation payable to Employees Compensation payable to Directors Operational tax payable Service payable Other |
December31,2020 $ 1,180 2,327 1,164 1,030 1,018 527 $ 7,246 |
December31,2019 | December31,2019 |
|---|---|---|---|
| $ 8,999 2,468 1,234 868 1,643 25,331 $ 40,543 |
19. RETIREMENT BENEFIT PLANS
(1) Defined contribution plans
The Company adopted a pension plan under the Labor Pension Act (LPA), which is a state-managed defined contribution plan. Under the LPA, the Company makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.
(2) Defined benefit plans
The defined benefit plans adopted by only partial employees of the Company in accordance with the Labor Standards Act is operated by the ROC government. Pension benefits are calculated on the basis of the length of service and average monthly salaries of the 6 months before retirement. The Company contributes amounts equal to 2% of total monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, the Company assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Company is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor (the “Bureau”); the Company has no right to influence the investment policy and strategy. The Company has settled the abovementioned retirement benefit plans in March 2020, retrieved NT$4,051,000 and recognized settled losses of NT$2,611,000.
The amounts in the balance sheets in respect of the Company’s defined benefit plans were as follows:
| Present value of defined benefit obligation Fair value of plan assets Net defined benefit assets |
December 31,2019 | December 31,2019 |
|---|---|---|
( ( |
$ 8,676 15,338) $ 6,662) |
Movements in net defined benefit assets were as follows:
| Present Value | Net Defined | |
|---|---|---|
| of the Defined | Fair Value of | Benefit |
| Benefit | the Plan Assets | Liabilities |
| Balance at January 1, 2019 Net interest expense (revenue) Recognized in profit or loss Remeasurement Return on plan assets (excluding the amount included in net interest) Actuarial loss- demographic assumptions change Actuarial loss - change in financial assumptions Actuarial loss - experience adjustments Recognized in other comprehensive income Balance at December 31, 2019 |
Obligation $ 7,110 80 80 - 46 227 1,213 1,486 $ 8,676 |
||
|---|---|---|---|
An analysis by function of the amounts recognized in profit or loss in respect of the defined benefit plans is as follows:
For the Years Ended December 31, 2019 General and administration expenses (retirement fund profit) ( $ 86 )
Through the defined benefit plans under the Labor Standards Law, the Company is exposed to the following risks:
-
i. Investment risk: The plan assets are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the Bureau or under the mandated management. However, in accordance with relevant regulations, the return generated by plan assets should not be below the interest rate for a 2-year time deposit with local banks.
-
ii. Interest risk: A decrease in the government/corporate bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the plan’s debt investments.
-
iii. Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the
salary of the plan participants will increase the present value of the defined benefit obligation.
The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The significant assumptions used for the purposes of the actuarial valuations were as follows:
| Discount rate Expected rate of salary increase |
December31,2019 |
|---|---|
| 0.800% 1.125% |
If possible reasonable change in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:
| Discount rate 0.25% increase 0.25% decrease Expected rate of salary increase 0.25% increase 0.25% decrease |
December 31,2019 | December 31,2019 |
|---|---|---|
| ( ( |
$ 178) $ 184 $ 177 $ 172) |
The sensitivity analysis presented above may not be representative of the actual change in the present value of the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
The average duration of the defined benefit obligation
December 31, 2019 10 years
20. EQUITY
(1) Ordinary shares
| Authorized shares (in thousands) Authorized capital Issued and paid shares (in thousands) Issued capital |
December31,2020 200,000 $ 2,000,000 19,185 $ 191,854 |
December31,2019 | December31,2019 |
|---|---|---|---|
| 200,000 $ 2,000,000 17,459 $ 174,594 |
The Company has increase cash capital through private financing as follows:
| Shareholders' meeting resolution date Private financing base date Number of shares (in thousands) Par value (NT$) Subscription Price (NT$) Total private financing amount (in thousands NT$) |
1st 97.10.31 97.11.21 14,103 10.00 1.17 16,500 |
2nd 97.10.31 98.12.31 16,575 10.00 1.81 30,000 |
3rd 102.05.03 102.07.25 3,000 10.00 10.00 30,000 |
4th 104.05.12 104.06.23 7,000 10.00 6.30 44,100 |
5th |
|---|---|---|---|---|---|
| 105.05.09 105.08.31 8,200 10.00 73.25 600,650 |
In 2008, 2009, 2013, 2015 and 2016, private financing capital stocks successively processed capital reductions to make losses in 2010 and 2016, and then transferred capital reserves to capital increase in 2017, 2018 and 2020, resulting in the increase or decrease of capital of the Company. The number of private financing common shares in each of the years were 381,000 shares, 448,000 shares, 533,000 shares, 1,243,000 shares and 9,040,000 shares respectively.
The above rights and obligations of private financing of new shares are the same as those of ordinary shares issued by the Company. However, according to the Securities Exchange Law, after 3 years of delivery of private financing ordinary shares and reapply public issuance, can apply for listing transaction on the market. The first to fourth and fifth private equity common shares mentioned above were completed on November 23, 2018 and October 30, 2019, respectively.
(2) Capital surplus
| To make up for losses, issue cash, or stock dividends Stock Issue Premium Only to make up for losses Employees stock options exercised Employees stock options exercised |
December31,2020 $ 334,307 2,591 4,292 |
December31,2019 | December31,2019 |
|---|---|---|---|
| $ 360,198 2,591 4,292 |
$ 341,190
$ 367,081
The changes in the balance of various capital reserves of the Company in 2020 is as follows:
| January 1, 2020 Balance Cash distribution Stock distribution December 31, 2020 Balance |
Stock issuance premium $ 360,198 ( 8,631 ) ( 17,260) $ 334,307 |
Employees stock options exercised |
Employees stock options expired $ 4,292 - - $ 4,292 |
Total | |
|---|---|---|---|---|---|
| $ 2,591 - - $ 2,591 |
$ 367,081 ( 8,631 ) ( 17,260) $ 341,190 |
The excess of the capital reserve in excess of the premium amount (including the issuance of common shares with excess in denomination) to cover the losses, when the Company has no loss can be used to issue cash dividends or stock dividends, provided that the amount of share capital is limited to a certain percentage of the collected share capital each year.
(3) Retained Earnings and Dividend Policy
The Company’s Articles of Incorporation provide that, when allocating the net profits for each fiscal year, the Company shall first offset its losses in previous years and then set aside the following items accordingly: Legal capital reserve at 10% of the profits left over, until the accumulated legal capital reserve equals Company’s paid-in capital; special capital reserve in accordance with relevant laws or regulations or as requested by the authorities in charge; any balance left over shall be allocated according to the resolution of the shareholders’ meeting. The Company’s Articles of Incorporation provide the policy about the profit-sharing bonus to employees, please refer to Note 22 (7).
The dividend policy of the Company shall take into account the environment and surplus status of the industry, the demand for future capital expenditure and the long-term financial planning, and if there is a surplus to distribute dividends, the proportion of cash dividend payment shall not be lower than 10% of the total dividend allocated in the current year, and the rest is distributed in the form of stock dividends.
The appropriation for legal capital reserve shall be made until the reserve equals the Company’s paid-in capital. The reserve may be used to offset a deficit or be distributed as dividends in cash for the portion in excess of 25% of the paid-in capital if the Company
incurs no loss.
The Company according to the Financial Commission’s issued letter No. 1010012865, No.1010047490, No.1030006415 and “Adoption of international Financial Reporting Standards (IFRSs), a question and answer on the application of the special surplus reserve” and other provisions to mention and rotate the special surplus reserve.
The appropriation of earnings for 2019 and 2018, which had been proposed by the Company’s general shareholders meeting on June 18, 2020 and May 2, 2019, respectively. The appropriation and dividends per share were as follows:
| Legal reserve Special reserve Cash dividends Cash dividends per share (NT$) |
For the Years Ended December31 | For the Years Ended December31 | For the Years Ended December31 | |
|---|---|---|---|---|
| 2019 $ 7,612 $ 989 $ 17,260 $ 1.00 |
2018 | |||
| $ 12,486 $ 839 $ 69,042 $ 4.00 |
According to the resolution of the shareholders' meeting on June 18, 2020, the Company decided to finance capital using its capital reserve of NT$1,726,000. It is divided into 1,726,000 shares, each with a par value of NT$10, all of which are ordinary shares, and a capital reserve of NT$8,631,000 is distributed in cash, NT$0.50 per share.
The proposed appropriation of earnings for 2020 decided by the board meeting on March 9, 2021 is as follows:
| Legal reserve Special reserve Cash dividends Cash dividends per share (NT$) |
For the Years Ended December 31,2020 |
For the Years Ended December 31,2020 |
|---|---|---|
( |
$ 6,026 $ 208) $ 56,425 $ 3.00 |
According to the resolution of the shareholders' meeting on March 9, 2021, the Company decided to use capital reserve of NT$28,213,000 to distribute cash, NT$1.50 per share.
The appropriation of earnings for 2020 is to be discussed at the shareholders' meeting scheduled on May 28, 2021.
(4) Treasury shares
| Purpose of Buy-back Number of shares at January 1, 2020 Increase during the year Number of shares at December 31, 2020 |
Shares Transferred to Employees (In Thousands of Shares) |
Shares Transferred to Employees (In Thousands of Shares) |
|---|---|---|
| 199 178 377 |
The Treasury shares held by the Company shall not be pledged under the Securities Exchange law, nor shall they enjoy the rights of dividend distribution and voting right.
21. REVENUE
| Client contracts revenue Educational service and consultancy Optical fiber and cable products |
For the Years Ended December 31 2020 2019 $ 104,057 $ 235,066 219,394 219,205 $ 323,451 $ 454,271 |
For the Years Ended December 31 2020 2019 $ 104,057 $ 235,066 219,394 219,205 $ 323,451 $ 454,271 |
For the Years Ended December 31 2020 2019 $ 104,057 $ 235,066 219,394 219,205 $ 323,451 $ 454,271 |
|
|---|---|---|---|---|
| 2020 $ 104,057 219,394 $ 323,451 |
||||
| $ 235,066 219,205 $ 454,271 |
-
(1) Explanation on client contracts revenue, please refer to Note 4 (13).
-
(2) Remaining contracts balance
Accounts receivable balance, please refer to Note 9.
22. NET PROFIT OF THE YEAR
(1) Other Revenue
| Subsidy revenue | For the Years Ended December 31 | For the Years Ended December 31 |
|---|---|---|
| 2020 $ 4,584 |
2019 | |
| $ 3,984 |
| Verification and technical service revenue Other |
- 1,271 $ 5,855 |
1,630 1,461 $ 7,075 |
|---|---|---|
The government subsidy income is mainly the funds subsidized by the Company to implement the A + enterprise innovation research and development plan of the R.O.C Ministry of Economic Affairs.
(2) Other Profit and Loss
| Bargain purchase gains (Note 1) Gains on investment disposal Gains (losses) on net foreign currency exchange (Note 2) Losses on disposal of property, plant and equipment |
For the Years Ended December 31 | For the Years Ended December 31 | |
|---|---|---|---|
| 2020 $ - 9,035 608 - $ 9,643 |
2019 | ||
| $ 727 - ( 771 ) ( 4) ($ 48) |
Note 1: The company's 2020 consolidated financial report for the bargain purchase gains arising from the acquisition of 100% equity of Chen Li ELM on October 31, 2019, please refer to consolidated financial statements Note 27.
Note 2: The Company’s 2020 and 2019 foreign exchange profits and losses are as follows:
Total foreign currency exchange profits Total foreign currency exchange losses Net profits (loss)
| For the Years Ended December 31 | For the Years Ended December 31 | For the Years Ended December 31 | |
|---|---|---|---|
| 2020 $ 674 66) $ 608 |
2019 | ||
( |
( ( |
$ 1,842 2,613) $ 771) |
(3) Financial Costs
For the Years Ended December 31
| Interest on bank loans Interest on rental liabilities Total |
2020 $ 896 483 $ 1,379 |
2019 | ||
|---|---|---|---|---|
| $ 1,907 1,567 $ 3,474 |
(4) Interest revenue
| Bank deposits (5) Depreciation and Amortization Depreciation- property, plant and equipment Depreciation- right-of-use assets Depreciation- investment property Amortization- computer software Total An analysis of depreciation by function Operating costs Operating expenses An analysis of amortization by function Operating expenses (6) Employee Benefit Expenses Short term Employee Benefits Post-employment benefits Defined contribution plans Defined benefit plans (Note 19) Resignation benefits Other employee benefits Total employee benefits expense Operating costs Operating expenses |
FortheYearsEndedDecember31 2020 2019 $ 63 $ 168 For the Years Ended December31 |
FortheYearsEndedDecember31 2020 2019 $ 63 $ 168 For the Years Ended December31 |
FortheYearsEndedDecember31 2020 2019 $ 63 $ 168 For the Years Ended December31 |
||
|---|---|---|---|---|---|
| 2019 | |||||
(7) Employees’ compensation and remuneration of directors
In accordance with the provisions of the Articles of Incorporation, the employees' compensations are provided at not less than 3% and remuneration of directors are not more than 5% before deducting the pre-tax benefits of the employees and directors. The estimated 2020 and 2019 employees’ compensation and remuneration of directors were decided by the Board on March 9, 2021 and March 24, 2020 respectively as follows:
| Employees’ compensation -Estimated ratio -Amount Remuneration of directors -Estimated ratio -Amount |
For the Years Ended December 31 | For the Years Ended December 31 | For the Years Ended December 31 | |
|---|---|---|---|---|
| 2020 3% $ 2,327 1.5% $ 1,164 |
2019 | |||
| 3% $ 2,468 1.5% $ 1,234 |
If there is a change in the amounts after the annual financial statements are authorized for issue, the differences are recorded as a change in the accounting estimate.
There is no difference between the actual amount of employees’ compensation and remuneration of directors paid and the amount recognized in the financial statements for the years ended December 31, 2019 and 2018.
Information on the employees’ compensation and remuneration of directors resolved by the Company’s board of directors in 2021 and 2020 is available at the Market Observation Post System website of the Taiwan Stock Exchange.
23. INCOME TAXES
(1) Major components of income tax expense recognized in profit or loss:
| Current tax Income tax on unappropriated earnings Adjustments for prior year Deferred tax In respect of the current year |
For the Years Ended December31 | For the Years Ended December31 | For the Years Ended December31 | |
|---|---|---|---|---|
| 2020 $ 2,474 - 2,474 9,367 |
2019 | |||
( |
$ 2,117 5 ) 2,112 329 |
| Adjustments for prior year tax expense recognized in t or loss |
5 9,372 $ 11,846 |
- 329 $ 2,441 |
|---|---|---|
Income tax expense recognized in profit or loss
A reconciliation of accounting loss and income tax expenses were as follows:
| Income before tax Income tax expense calculated at the statutory rate Surtax on Undistributed Retained Earnings Tax-exempt income Deferred tax effect of earnings of subsidiaries Impact of unrecognized deferred income tax assets Adjustments for prior years’ tax Income tax expense recognized in profit or loss |
For the Years Ended December 31 | For the Years Ended December 31 | For the Years Ended December 31 | |
|---|---|---|---|---|
| 2019 | ||||
| $ 78,559 $ 15,712 2,117 - ( 5,359 ) ( 10,024 ) ( 5 ) $ 2,441 |
(2) Income tax recognized in other consolidated profits and losses
Deferred income tax In respect of the current year - Remeasured number of defined benefit plan
| For the Years Ended December 31 | For the Years Ended December 31 | For the Years Ended December 31 | |
|---|---|---|---|
| 2020 $ 650 |
2019 | ||
| $ 202 |
(3) Deferred tax assets and liabilities
The movements of deferred tax assets and deferred tax liabilities were as follows:
For the Years Ended December 31, 2020
| Deferred tax assets | Opening Balance |
Recognized in Profit or Loss |
Recognized in other comprehensi ve income |
Closing Balance |
|---|---|---|---|---|
| Temporary differences Allowance for inventory loss Other Loss carryforwards Deferred income tax liabilities Temporary differences Defined benefit plans Bargain purchase gains |
$ 8,644 ( $ 8,644 ) $ - 644 ( 624) - 9,288 ( 9,268) - 26,615 ( 787) - $ 35,903 ($ 10,055) $ - $ 1,333 ( $ 683 ) ( $ 650 ) 145 - - $ 1,478 ($ 683) ($ 650) |
$ - 20 20 25,828 $ 25,848 $ - 145 $ 145 |
|---|---|---|
For the Years Ended December 31, 2019
| Deferred tax assets Temporary differences Allowance for inventory loss Other Loss carryforwards Deferred income tax liabilities Temporary differences Defined benefit plans Bargain purchase gains Unrealized net profits of exchange |
Opening Balance $ 5,239 604 5,843 30,521 $ 36,364 $ 1,513 - 299 $ 1,812 |
Recognized in Profit or Loss $ 3,405 40 3,445 ( 3,906) ($ 461) $ 22 145 ( 299) ($ 132) |
Recognized in other comprehensi ve income $ - - - - $ - ( $ 202 ) - - ($ 202) |
Closing Balance |
||
|---|---|---|---|---|---|---|
( ( ( ( |
$ 8,644 644 9,288 26,615 $ 35,903 $ 1,333 145 - $ 1,478 |
(4) Losses deduction of deferred income tax assets not recognized in the balance sheet
| Expire in 2021 Expire in 2024 Expire in 2025 |
December31,2020 $ 25,622 - - $ 25,622 |
December31,2019 | December31,2019 |
|---|---|---|---|
| $ - 12,191 24,784 $ 36,975 |
(5) Related information of unused loss carry-forwards
| Expire in 2020 Expire in 2021 Expire in 2023 Expire in 2024 Expire in 2025 |
December31,2020 $ - 62,622 13,679 53,678 24,784 $ 154,763 |
December31,2019 | December31,2019 |
|---|---|---|---|
| $ 15,284 62,622 13,679 53,678 24,784 $ 170,047 |
(6) Income Tax Assessments
The Company’s tax returns through 2018 have been assessed by the tax authorities.
24. EARNINGS PER SHARE
Unit : NT$per share For the Years Ended December 31
| Basic earnings per share Diluted earnings per share |
2020 $ 3.30 $ 3.29 |
2019 | ||
|---|---|---|---|---|
| $ 4.01 $ 4.00 |
The weighted average number of shares outstanding used for the earnings per share computation was adjusted retroactively for the issuance of bonus shares on July 31, 2020. The basic and diluted earnings per share adjusted retrospectively for the year ended December 31, 2019 were as follows:
| Basic earnings per share | Before Retrospective Adjustment $ 4.41 |
Unit : NT$per share After Retrospective Adjustment $ 4.01 |
|---|---|---|
$ 4.40 $ 4.00
Diluted earnings per share
The income and weighted average number of ordinary shares outstanding in the computation of earnings per share from continuing operations were as follows:
Net Profit for the Year
| Income for the year attributable to owners of the Company Shares Weighted average number of ordinary shares used in the computation of basic earnings per share Effect of potentially dilutive ordinary shares: Compensation of employees Weighted average number of ordinary shares used in the computation of diluted earnings per share |
For the Years Ended December31 2020 2019 $ 62,234 $ 76,118 Unit : in thousands of shares For the Years Ended December 31 2020 2019 18,883 18,986 54 48 18,937 19,034 |
For the Years Ended December31 2020 2019 $ 62,234 $ 76,118 Unit : in thousands of shares For the Years Ended December 31 2020 2019 18,883 18,986 54 48 18,937 19,034 |
|
|---|---|---|---|
| 2020 18,883 54 18,937 |
|||
Since the Company offered to settle compensation or bonuses paid to employees in cash or shares, the Company assumed the entire amount of the compensation or bonus will be settled in shares and the resulting potential shares were included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.
25. ACQUIRED INVESTMENT SUBSIDIARY
| Chuang-Si Technology Co. Ltd. |
Main operating activities Education Service |
Acquisition Day Oct 31, 2019 |
Ownership rights with voting rights /Acquisition ratio(%) 100% |
Transfer Price | Transfer Price |
|---|---|---|---|---|---|
| $ 9,900 |
The Company acquired Chuang-Si Technology, later renamed Chen Li ELM Co. Ltd (hereinafter as Chen Li ELM), for the deployment of primary school education business and expansion of the operation of the company. For the explanation on the acquisition of Chen Li ELM School, please refer to Note 27 of the Company's 2020 consolidated financial report.
26. DISPOSAL OF SUBSIDIARIES
The Company passed the sale agreement resolution in the board meeting to dispose of Success Prime Optical Fiber Limited Subsidiary Prime Optical Fiber Co., Ltd. to a non-related party Gold Sun Technology Co., Ltd. The disposal was completed on July 3, 2020, from this date on, the Company has no control over Success Prime Optical Fiber Co., Ltd. For details on the disposal of Prime Optical Fiber, please refer Note 28 of the Group’s consolidated financial statements.
27. PARTIAL ACQUISITION OR DISPOSAL OF SUBSIDIARIES - WITHOUT LOSS
OF CONTROL
On August 12, 2020, the Company's board of directors decided to acquire 49% equity of the Company's subsidiary, Prime Education (renamed as Here Enterprise Co., Ltd.), and make it a 100% owned subsidiary by the Company.
The above transactions were accounted for as equity transactions, since the Company did not cease to have control over these subsidiaries. For details about the partial disposal of Prime Education Limited, please refer to Note 29 to the Company’s consolidated financial statements for the year ended December 31, 2020.
28. TRANSFER OF BUSINESS
The company's board of directors passed a resolution on March 24, 2020 to transfer the Company's optical fiber business (including business and property) to Prime Optical Fiber Co., Ltd.
- (1) Consideration received
| Prime Optical Fiber ordinary shares (2) Analysis of assets and liabilities of the business transfer Current assets Cash and cash equivalents Financial assets measured at amortized cost Accounts receivables Other receivables Refundable deposits Other current assets Non-current assets Property, plant and equipment Right-to-use assets Refundable deposits Equipment prepayments Current liabilities Accounts payables Other payables Other current labilities Non-current liabilities Lease liabilities Net assets disposed of |
Consideration received |
Consideration received |
|---|---|---|
| $ 86,000 Optical Fiber Division |
||
| $ 56,251 5,655 38,252 41 3,490 1,204 11,761 80,957 2,216 2,160 $ 27,500 5,874 733 81,880 $ 86,000 |
- (3) Gain on transfer of business
| Consideration received Net assets disposed of Gain on disposals (4) Net cash inflow on transfer of business Total net cash outflow |
Optical Fiber Division |
Optical Fiber Division |
|---|---|---|
| $ 86,000 (86,000) $ - Optical Fiber Division |
||
| ( | $ 56,251) |
29. CASH FLOW INFORMATION
Simultaneously affect the investment and financing activities of cash and non-cash items:
| Purchase property, plant and equipment Increase in property, plant and equipment Increase (decrease) prepaid equipment payments Decrease (increase) equipment payables Net cash paid |
For the Years Ended December31 | For the Years Ended December31 | For the Years Ended December31 |
|---|---|---|---|
| 2020 $ 8,672 ( 8,214 ) 1,713 $ 2,171 |
2019 | ||
( |
$ 1,814 3,867 999) $ 4,682 |
30. CAPITAL MANAGEMENT
The Company manages its capital to ensure that the Company will be able to operate under the premises of going concerns and growth while maximizing the return to shareholders
through the optimization of the debt and equity balance.
The capital structure of the Company is composed of the Company’s net debt (ie borrowings less cash) and equity (ie share capital, capital reserve and retained earnings).
The Company does not need to comply with other external capital requirements.
31. FINANCIAL INSTRUMENTS
- (1) Fair value of financial instruments not measured at fair value
The management considers that the carrying amounts of financial assets and financial liabilities recognized in the financial statements approximate their fair values.
-
(2) Fair value of financial instruments measured at fair value on a recurring basis
-
i. Fair value hierarchy
December 31, 2020
| Financial assets at FVTOCI Investments in equity instruments -Unlisted shares in ROC December 31, 2019 Financial assets at FVTOCI Investments in equity instruments -Unlisted shares in ROC |
Level 1 $ - Level 1 $ - |
Level 2 $ - Level 2 $ - |
Level 3 $ 4,500 Level 3 $ 4,500 |
Total | ||||
|---|---|---|---|---|---|---|---|---|
| $ 4,500 Total |
||||||||
| $ 4,500 |
- ii. Valuation technic and input value used in Level 3 fair value measurement
Category of financial instruments Evaluation of technology and input values Unlisted equity investments Market Method: Assess the fair value of the investment by reference to the recent operating activity of the subject or the market transaction price and market conditions of the investment subject or other similar subjects.
- iii. Fair value assessment for Level 3 can reasonably replace assumptions of sensitivity analysis
The Company's fair value measurement of financial instruments is reasonable, and no
self-built evaluation model is used for level 3 fair value measurement, so there is no need to perform a sensitivity analysis that may replace hypotheses.
- (3) Categories of financial instruments
| Financial assets Measured at amortized costs (Note 1) Measured at FVTOCI - equity investment instrument Financial liabilities Measured at amortized cost (Note 2) |
December31,2020 $ 79,859 4,500 45,911 |
December31,2019 |
|---|---|---|
| $ 143,720 4,500 164,831 |
-
Note 1: The balance consists of cash, accounts receivables (including related parties), other receivables (other current assets) and refundable deposits (other current and other non-current assets), which are measured at amortized cost.
-
Note 2: The balances included financial liabilities measured at amortized cost, which comprise, short-term borrowings, notes payable, trade payables, other payables (including payables to related parties), long-term loans (including current portion), and refundable deposits.
-
(4) Financial risk management objectives and policies
The main financial instruments of the Company include cash, financial assets measured at amortized cost, accounts receivable, equity investment instruments, bills payable, accounts payable, borrowings and lease liabilities. The financial management department of the Company provides services for each business unit, coordinates the operation of entering the domestic and international financial markets, and monitors and manages the financial risks related to the operation of the Company by analyzing the risk internal risk report according to the degree of risk and breadth. These risks include market risk (including exchange rate risk and interest rate risk), credit risk and liquidity risk.
i. Market Risk
The Company’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates (see (1) below), and in interest rates (see (2) below).
(i) Foreign currency risk
For the carrying amount of monetary assets and liabilities denominated in the non-functional currency at the balance sheet date, refer to Note 35.
Sensitivity analysis
The Company had no foreign currency assets and liabilities as of December 31, 2020, and for year ended December 31, 2019 was mainly affected by fluctuations in the exchange rate of the U.S. dollar.
The sensitivity analysis only includes foreign currency monetary items that are in circulation and the conversion at the end of the period is adjusted by 1% of the exchange rate change. When the New Taiwan dollar appreciates by 1% against each relevant currency, it increases the net profit before tax of the Company in 2019 by NT$385,000. When the New Taiwan dollar depreciates by 1% against each foreign currency, its impact on net profit before tax will be a positive amount of the same amount.
(ii) Interest Rate Risk
The Company is exposed to fluctuating interest rate risk from outstanding bank loans. Changes in interest rates would affect the future cash flows but not the fair value.
The financial assets and liabilities balance for which the Company is subject to interest rate risk on the balance sheet date is as follows:
| Interest rate risk with fair value -Financial assets Cash flow interest rate risk -Financial assets -Financial liabilities |
December 31,2020 $ - 57,498 21,870 |
December 31,2019 |
|---|---|---|
| $ 5,655 69,887 104,300 |
Assume that the floating borrowing rate at the end of the reporting period is held during the entire reporting period. When the interest rate increases/decreases by 0.1%, the net profit before tax for the Company’s
2020 and 2019 will increase/decrease by NT$36,000 and decrease/increase NT$34,000 respectively, while all other variables remain fixed.
ii. Credit Risk
Credit risk refers to the risk that the counterparty defaults on the contractual obligations resulting in financial losses to the Company. As the major trading counterparty are all creditworthy financial institutions and corporate organizations, no significant credit risk is expected.
iii. Liquidity Risk
The Company reduces the impact of cash flow fluctuations by managing and maintaining sufficient cash. The Management supervises the available quotas of bank financing and ensures compliance with the terms of the loan contract.
Bank borrowing is an important source of liquidity for the Company. As of December 31, of 2020 and 2019, the unused financing capital (note) was NT$288,000,000 and NT$190,245,000 respectively.
Note: As of December 31, 2020, and 2019, the amount used jointly by the Company and its subsidiary Chen Li Education was NT$288,000,000 and NT$170,900,000 respectively.
Liquidity and interest rate risk statement for non-derivative financial liabilities
The analysis of the remaining contractual maturity of non-derivative financial liabilities is based on the undiscounted cash flows of financial liabilities (including principal and estimated interest) based on the date which the Company is required to repay. Therefore, regardless whether the bank immediately executes its rights, the Company may be required to immediately repay the bank loan by the earliest period in the following table; other non-derivative financial liability maturity analysis is prepared according to the agreed repayment date.
Interest cash flow paid at floating interest rate, its outstanding interest amount is derived from the balance sheet daily interest rate curve.
December 31, 2020
1~6 Months 6 months ~ 1 year 1 year above
| Non-derivative financial | |||||
|---|---|---|---|---|---|
| liabilities | |||||
| Non-interest-bearing |
$ 19,457 |
$ | 4,384 |
$ | 200 |
| liabilities Fluctuating interest rates instruments December 31, 2019 Non-derivative financial liabilities Non-interest-bearing liabilities Fluctuating interest rates instruments |
1,215 $ 20,672 1~6 Months $ 56,629 81,215 $ 137,844 |
1,215 $ 5,599 6 months ~ 1year $ 3,702 1,215 $ 4,917 |
19,440 $ 19,640 1year above |
19,440 $ 19,640 1year above |
|---|---|---|---|---|
| $ 200 21,870 $ 22,070 |
32. TRANSACTION WITH RELATED PARTIES
In addition to those disclosed in other notes, detail of transactions between the Company and related parties are disclosed below.
(1) Related parties and their relationships associated with the Company:
| Name of Related Parties Shu-Ling Tseng Min-Chun Chen Wei-Ru Chen Chuang-Si Technology Co. Ltd. (Chuang-Si Technology) Prime Optical Fiber Chen Li Education Chen Li ELM |
Relationship with theCompany |
|---|---|
| CEO of the Company Founder of the Subsidiary (Since January 30, 2019, as the Chairman of the Company) Related party Related party (Since November 1, 2019 included in the Company parent company) Subsidiary of the Company (The Company disposed the subsidiary on July 2020, but the company chairman was a director of the company, and the chairman of the company was dismissed as a director of the company on September 30, 2020. Therefore, the company has no relationship with the company since that date.) Subsidiary of the Company Subsidiary of the Company |
Li-Ren Education
Subsidiary of the Company
(2) Service revenue
| Line Items Sales revenue Service revenue |
Relatedpartycategory /name Subsidiary Prime Optical Fiber Subsidiary Chen Li Education |
For the Years Ended December 31 | For the Years Ended December 31 | For the Years Ended December 31 | For the Years Ended December 31 |
|---|---|---|---|---|---|
| 2020 | 2019 | ||||
| $ 31,581 $ 218,877 |
$ - $ 219,091 |
The Company sells goods to related parties and provides related parties' labor services, and there is no significant difference between the transaction prices and payment conditions of the company and non-related parties.
(3) Service cost
| Related party category /name Subsidiary Chen Li ELM Chen Li Education Li-Ren Education |
For the Years Ended December 31 | For the Years Ended December 31 | For the Years Ended December 31 | |
|---|---|---|---|---|
| 2020 $ 245 5 443 $ 693 |
2019 | |||
| $ 761 - - $ 761 |
The Company provides services cost from related parties, and its transaction prices and payment conditions are not significantly different from those of non-related parties.
(4) Purchases of goods
| Relatedpartycategory /name Related party Prime Optical Fiber |
For the Years Ended December 31 | For the Years Ended December 31 | For the Years Ended December 31 | |
|---|---|---|---|---|
| 2020 $ 7,991 |
2019 | |||
| $ - |
Compared with other manufacturers, there is no significant difference between the Company’s trading conditions for the purchase of related parties.
(5) Accounts receivables
| Relatedpartycategory /name Subsidiary Chen Li Education |
December31,2020 $ 22,361 |
December31,2019 | December31,2019 |
|---|---|---|---|
| $ 19,747 |
There is no guarantee for payment due from related parties outstanding. The amounts due from related parties in 2020 and 2019 were not provided as allowances for losses.
(6) Accounts Payable to related parties
| LineItem Account payables Other payables |
Related party category /name Subsidiary Chen Li ELM Li-Ren Education Subsidiary Prime Optical Fiber |
For the Years Ended December31 | For the Years Ended December31 | For the Years Ended December31 | For the Years Ended December31 |
|---|---|---|---|---|---|
| 2020 $ - 44 $ 44 $ - |
2019 | ||||
| $ 407 - $ 407 $ 56 |
The balance of payments due to related parties outstanding is not guaranteed.
- (7) Acquisition of financial assets
For the Years Ended December 31, 2020
| Related party category / name Related party |
Line Item | Number of shares transaction |
Transaction subject |
Price obtained |
|---|---|---|---|---|
Wei-Ru Chen Investment using 490,000 Success $ 8,800 equity method shares Prime Education shares
The company passed the resolution in the board meeting to purchase 49% of the equity of Success Prime Education from the related party Wei-Ru Chen in August 2020, please refer to Note 29 of the Group’s consolidated financial statements notes for year ended December 31, 2020.
For the Years Ended December 31, 2019
Number of
| Number of | |||||
|---|---|---|---|---|---|
| Related party category / name Key Management Shu-Ling Tseng Min-Chun Chen |
Line Item Investment using equity method Investment using equity method |
shares transaction 1,000,000 shares 500,000 shares |
Transaction subject Chuang-Si Technology Chuang-Si Technology |
Price obtained |
|
| $ 6,600 $ 3,300 |
The Company acquired 100% equity of Chuang-Si Technology on October 31, 2019, making it a subsidiary of the Company, please refer to Note 27 of the Group’s consolidated financial statements notes for year ended December 31, 2020.
(8) Obtain Endorsement Guarantee
| Relatedpartycategory /name Subsidiary Chen Li Education Guaranteed Amount |
December31,2020 $ 288,000 |
December31,2019 | December31,2019 |
|---|---|---|---|
| $ 250,900 |
(9) Rental Revenue
| Relatedpartycategory /name Subsidiary Chen Li Education |
For the Years Ended December31 | For the Years Ended December31 | For the Years Ended December31 | |
|---|---|---|---|---|
| 2020 $ 1,145 |
2019 | |||
| $ 1,145 |
As stated in Note 14, the investment property of the Company is leased to the subsidiary Chen Li Education, whose rent is based on the market rent and receives a deposit of NT$200,000.
(10) Leasing Agreement
| Line Items Lease expense |
Relatedpartycategory /name Subsidiary Prime Optical Fiber |
For the Years Ended December 31 | For the Years Ended December 31 | For the Years Ended December 31 | For the Years Ended December 31 |
|---|---|---|---|---|---|
| 2020 $ - |
2019 | ||||
| $ 160 |
| (11) | Loans to related parties | ||||
|---|---|---|---|---|---|
| Interest Revenue | |||||
| For the Years Ended December31 | |||||
| Relatedpartycategory/ name | 2020 | 2019 | |||
| Subsidiary | |||||
| Chen Li Education | $ | 14 |
$ | - |
Please refer to Attached Table 1 for the Company’s capital loans to related parties.
- (12) Remuneration of Key Management Levels
| Short term Employee Benefits Post-employment benefits |
For the Years Ended December31 | For the Years Ended December31 | For the Years Ended December31 | |
|---|---|---|---|---|
| 2020 $ 6,518 141 $ 6,659 |
2019 | |||
| $ 11,127 188 $ 11,315 |
The remuneration of directors and other key management levels are determined by the Compensation Committee based on individual performance and market trends.
33. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY
The following assets have been provided as collateral for short-term and long-term bank
borrowings:
| Investment property- land(Note) Investment property- buildings(Note) Pledged deposits (classified as financial assets at amortized cost-current) |
December 31,2020 $ 27,394 4,923 - $ 32,317 |
December 31,2019 | December 31,2019 |
|---|---|---|---|
| $ 27,394 5,080 5,655 $ 38,129 |
Note: The investment property land and buildings held by the company are used as collateral for long-term bank loans.
34. OTHERS
The management of the Company has assessed that the global pandemic COVID-19 has not had a significant impact on the Company’s ability to continue operations, asset impairment and financing capabilities.
35. INFORMATION ON FOREIGN CURRENCY ASSETS AND LIABILITIES WITH
SIGNIFICANT IMPACT
The following information is aggregated in foreign currencies other than the functional currency of the Company. The exchange rate disclosed is the exchange rate of the foreign currency into the functional currency. The foreign currency assets and liabilities that have significant impact are as follows:
December 31, 2019
Foreign currencyassets Monetary accounts US Dollars RMB Foreign currencyliabilities Monetary accounts US Dollars |
Foreign Currency $ 2,503 57 1,209 |
Exchange rate 29.580 4.208 29.580 |
Balance |
|---|---|---|---|
| $ 74,039 240 35,792 |
The Company has realized and unrealized the foreign currency exchange gains and losses
in the 2019. Please combine the parent company only income statement. Due to the large number of foreign currency transactions, it is impossible to disclose the exchange gains and losses according to each significant foreign currency.
36. NOTES DISCLOSURE ITEMS
-
(1) Main transaction items and
-
(2) Information related to the transfer of investment business:
-
i. Loans to others: Table 1.
-
ii. Endorsement for others: Table 2.
-
iii. Holding securities at the end of the period (excluding investment in subsidiaries): Table 3.
-
iv. Accumulatively buy or sell the same marketable securities amounting to NT$300 million or paid-up capital of more than 20%: None.
-
v. The amount of property acquired is NT$300 million or over 20% of paid-up capital: none.
-
vi. The disposition of property amounts to NT$300 million or over 20% of paid-up capital: none.
-
vii. The amount of import and sales with related parties amounts to NT$100 million or over 20% of paid-up capital: Table 4.
-
viii. The receivables from the related party amounted to NT$100 million or more than 20% of the paid-up capital: none.
-
ix. Engage in derivatives transactions: None.
-
x. Information on the investee Company: Table 5.
-
(3) China Investment Information:
-
i. The name of the China’s Company as investee, the main business operation, the amount of capital received, the mode of investment, the export of funds, the proportion of shareholding, the profit and loss of current portion investment, the carrying amount of the final investment, the profit and loss of the remitted investment and the investment limit to the mainland region: Table 6.
-
ii. Any of the significant transactions with investee companies in mainland China,
either directly or indirectly through a third area, and their prices, payment terms, and unrealized gains or losses: None
-
(i) The amount and percentage of the purchase and the closing balance and percentage of the relevant payables.
-
(ii) The amount and percentage of goods sold and the closing balance and percentage of related receivables.
-
(iii) The amount of the property transaction and the amount of profit and loss it generates.
-
(iv) The closing balance of the bill endorsement or the provision of the collateral and its purpose.
-
(v) The maximum balance, closing balance, interest rate range and total interest in the current period of the facility.
-
(vi) Other transactions that have a significant impact on the profits and losses or financial position of the current period, such as the provision or receipt of services.
-
(4) Key shareholders information: The shareholder name, shareholding amount and proportion of shareholders with a shareholding ratio of 5% or more. (Table 7)
38. DEPARTMENTAL INFORMATION
The company has disclosed relevant operating department information in the consolidated financial statements in accordance with regulations.
| Note | Note | — — |
Note 1:The numbering column is described as follows:(1) Issuer fill in 0 。(2) Companies as investee are numbered sequentially starting from 1. Note 2 :The subject receiving the loans shall be limited to the following circumstances:(1) Subject companies with business relations with the SPC. (2) Necessary party with short-term financing capital. Note 3 :The total amount of capital loans of the company and the limits of individual objects are as follows:(1) The total amount of funds loaned by the company to others sh all not exceed 40% of the net value of the company's most recent financial statements. (2) The total limit of the company's short -term financial loans and others shall not exceed 30% of the company's most recent net value of financial statements. (3) The loan amount of individual target funds shall not exceed 10% of the net value of the company's most recent financial statements . Note 4 :The total amount of Chen Li Education's fund loan and the limits of individual objects are as follows:(1) The total amount of Chen Li Education’s funds loaned to others shall not exceed 40% of the net value of Chen Li Education’s l atest financial statements. (2) The loan amount of individual target funds shall not exceed 10% of the net value of Chen Li Education's latest financial stat ements. |
|---|---|---|---|
| Aggregate Financing Limit |
$ 323,120(Note 3)80,669 (Note 4) |
||
| Financing Limit for Each Borrower |
$ 80,780(Note 3)20,167 (Note 4) |
||
| Collateral | Value | $ - | |
| Item | -- |
||
| Allowance for Impairment Loss |
$ - - |
||
| Reasons for Short-term Financing |
Business turnover Business turnover |
||
| Business Transaction Amount |
$ - - |
||
| Nature of Financing (Note 2) |
2 (2) |
||
| Interest Rate (%) |
1.30% 1.40% |
||
| Actual Amount Borrowed |
$ - 4,377 |
||
| Ending Balance | $ 50,000 8,690 |
||
| Highest Balance for the Period |
$ 50,000 8,690 |
||
| Related Party |
Yes Yes |
||
| Financial Statement Account |
Other receivables-related partyOther receivables -related party |
||
| Borrower | Chen Li Education Chen Li (Xiamen) Education Consulting Co., Ltd. |
||
| Lender | The Company Chen Li Education |
||
| No. (Note 1) |
0 1 |
| ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDEDDECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise) |
No. (Note 1) Endorser/Guarantor Endorsee/Guarantee Limit on Endorsement/ Guarantee Given on Behalf of Each Party (Note 3) Maximum Amount Endorsed/ Guaranteed During the Period Outstanding Endorsement/ Guarantee at the End of the Period Actual Amount Borrowed Amount Endorsed/ Guaranteed by Collateral Ratio of Accumulated Endorsement/ Guarantee to Net Equity in Latest Financial Statements (%) Aggregate Endorsement/ Guarantee Limit (Note 3) Endorseme nt/ Guarantee Given by Parent on Behalf of Subsidiarie s Endorseme nt/ Guarantee Given by Subsidiarie s on Behalf of Parent Endorseme nt/ Guarantee Given on Behalf of Companies in Mainland China Note Name Relationship (Note 2) 1 Chen Li Education The Company (3) $ 302,509 $ 288,000 $ 288,000 $ - $ - 142.81% $ 302,509 N Y N -Note 1 :The numbering column is described as follows:(1) Issuer fills in 0. (2) Companies as investee are numbered sequentially starting from 1. Note 2 :The relationship between the endorser and guarantor has the following 7 types, just indicate the type:(1) A company with business dealings. (2) A company that directly and indirectly holds more than 50% of the voting shares. (3) Companies that directly and indirectly hold more than 50% of the voting shares of the company. (4) Inter-company companies where the company directly and indirectly holds more than 90% of the voting shares. (5) A company that is mutually insured according to the contract between inter-industries or co-founders based on the needs of the contracted project. (6) A company whose endorsement is guaranteed by all capital shareholders according to their shareholding rat io due to a joint investment relationship. (7) The inter-industry is engaged in the performance guarantee and joint guarantee of the pre -sale house sales contract regulated by the Consumer Protection Law. Note 3 :The limit amount of the foreign endorsement guarantees of Chen Li Education Co., Ltd. are as follows:(1) For companies that directly and indirectly hold more than 50% of the voting rights of Chen Li Education, the total amount of endorsement guarantees and endorsement guarantees of Chen Li Education for a single object are based on Chen Li Education’s most recent audit or review by an accountant the net value of the financial statements is 150%. (2) The net value is based on the most recent financial statements (2020) reviewed by Chen Li Education by accountants. |
No. (Note 1) Endorser/Guarantor Endorsee/Guarantee Limit on Endorsement/ Guarantee Given on Behalf of Each Party (Note 3) Maximum Amount Endorsed/ Guaranteed During the Period Outstanding Endorsement/ Guarantee at the End of the Period Actual Amount Borrowed Amount Endorsed/ Guaranteed by Collateral Ratio of Accumulated Endorsement/ Guarantee to Net Equity in Latest Financial Statements (%) Aggregate Endorsement/ Guarantee Limit (Note 3) Endorseme nt/ Guarantee Given by Parent on Behalf of Subsidiarie s Endorseme nt/ Guarantee Given by Subsidiarie s on Behalf of Parent Endorseme nt/ Guarantee Given on Behalf of Companies in Mainland China Note Name Relationship (Note 2) 1 Chen Li Education The Company (3) $ 302,509 $ 288,000 $ 288,000 $ - $ - 142.81% $ 302,509 N Y N -Note 1 :The numbering column is described as follows:(1) Issuer fills in 0. (2) Companies as investee are numbered sequentially starting from 1. Note 2 :The relationship between the endorser and guarantor has the following 7 types, just indicate the type:(1) A company with business dealings. (2) A company that directly and indirectly holds more than 50% of the voting shares. (3) Companies that directly and indirectly hold more than 50% of the voting shares of the company. (4) Inter-company companies where the company directly and indirectly holds more than 90% of the voting shares. (5) A company that is mutually insured according to the contract between inter-industries or co-founders based on the needs of the contracted project. (6) A company whose endorsement is guaranteed by all capital shareholders according to their shareholding rat io due to a joint investment relationship. (7) The inter-industry is engaged in the performance guarantee and joint guarantee of the pre -sale house sales contract regulated by the Consumer Protection Law. Note 3 :The limit amount of the foreign endorsement guarantees of Chen Li Education Co., Ltd. are as follows:(1) For companies that directly and indirectly hold more than 50% of the voting rights of Chen Li Education, the total amount of endorsement guarantees and endorsement guarantees of Chen Li Education for a single object are based on Chen Li Education’s most recent audit or review by an accountant the net value of the financial statements is 150%. (2) The net value is based on the most recent financial statements (2020) reviewed by Chen Li Education by accountants. |
No. (Note 1) Endorser/Guarantor Endorsee/Guarantee Limit on Endorsement/ Guarantee Given on Behalf of Each Party (Note 3) Maximum Amount Endorsed/ Guaranteed During the Period Outstanding Endorsement/ Guarantee at the End of the Period Actual Amount Borrowed Amount Endorsed/ Guaranteed by Collateral Ratio of Accumulated Endorsement/ Guarantee to Net Equity in Latest Financial Statements (%) Aggregate Endorsement/ Guarantee Limit (Note 3) Endorseme nt/ Guarantee Given by Parent on Behalf of Subsidiarie s Endorseme nt/ Guarantee Given by Subsidiarie s on Behalf of Parent Endorseme nt/ Guarantee Given on Behalf of Companies in Mainland China Note Name Relationship (Note 2) 1 Chen Li Education The Company (3) $ 302,509 $ 288,000 $ 288,000 $ - $ - 142.81% $ 302,509 N Y N -Note 1 :The numbering column is described as follows:(1) Issuer fills in 0. (2) Companies as investee are numbered sequentially starting from 1. Note 2 :The relationship between the endorser and guarantor has the following 7 types, just indicate the type:(1) A company with business dealings. (2) A company that directly and indirectly holds more than 50% of the voting shares. (3) Companies that directly and indirectly hold more than 50% of the voting shares of the company. (4) Inter-company companies where the company directly and indirectly holds more than 90% of the voting shares. (5) A company that is mutually insured according to the contract between inter-industries or co-founders based on the needs of the contracted project. (6) A company whose endorsement is guaranteed by all capital shareholders according to their shareholding rat io due to a joint investment relationship. (7) The inter-industry is engaged in the performance guarantee and joint guarantee of the pre -sale house sales contract regulated by the Consumer Protection Law. Note 3 :The limit amount of the foreign endorsement guarantees of Chen Li Education Co., Ltd. are as follows:(1) For companies that directly and indirectly hold more than 50% of the voting rights of Chen Li Education, the total amount of endorsement guarantees and endorsement guarantees of Chen Li Education for a single object are based on Chen Li Education’s most recent audit or review by an accountant the net value of the financial statements is 150%. (2) The net value is based on the most recent financial statements (2020) reviewed by Chen Li Education by accountants. |
|
|---|---|---|---|---|
| Note | - |
|||
| Endorseme nt/ Guarantee Given on Behalf of Companies in Mainland China |
N | |||
| Endorseme nt/ Guarantee Given by Subsidiarie s on Behalf of Parent |
Y | |||
| Endorseme nt/ Guarantee Given by Parent on Behalf of Subsidiarie s |
N | |||
| Aggregate Endorsement/ Guarantee Limit (Note 3) |
$ 302,509 | |||
Ratio of Accumulated Endorsement/ Guarantee to Net Equity in Latest Financial Statements (%) |
142.81% | |||
| Amount Endorsed/ Guaranteed by Collateral |
$ - | |||
| Actual Amount Borrowed |
$ - | |||
Outstanding Endorsement/ Guarantee at the End of the Period |
$ 288,000 | |||
| Maximum Amount Endorsed/ Guaranteed During the Period |
$ 288,000 | |||
| Limit on Endorsement/ Guarantee Given on Behalf of Each Party (Note 3) |
$ 302,509 | |||
| Endorsee/Guarantee | Relationship (Note 2) |
(3) | ||
| Name | The Company | |||
| Endorser/Guarantor | Chen Li Education | |||
| No. (Note 1) |
1 |
| MARKETABLE SECURITIES HELD DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars) |
Note | Note | ||
|---|---|---|---|---|
| December 31, 2020 | Fair Value | $ 4,500 | ||
| Percentage of Ownership (%) |
15 | |||
| Carrying Amount | $ 4,500 |
|||
| Number of Shares | 1,500,000 |
|||
| Financial Statement Account |
Financial assets at FVTOCI | |||
| Relationship with the Holding Company |
None | |||
| Type and Name of Marketable Securities |
Taiwan unlisted shares Accuagile Co., Ltd |
|||
| Holding Company Name |
The Group |
| Note | Note | - - |
Note:There are no other transactions of the same type available for comparison, and the terms of collection are agreed by both par ties. |
|---|---|---|---|
| Notes/Accounts Receivable (Payable) |
% of Total |
100% ( 93% ) |
|
| Ending Balance | $ 22,361 ( 22,361 ) |
||
| Abnormal Transaction | Payment Terms | - - |
|
| Unit Price | Note Note |
||
| Transaction Details | Payment Terms | Month end 30 days Month end 30 days |
|
| % of Total | ( 68% ) 63% |
||
| Amount | ( $ 218,877 ) 218,877 |
||
| Purchase/ Sale |
Service revenue Service costs |
||
| Relationship | Subsidiary Parent Company |
||
| Related Party | Chen Li Education The Company |
||
| Buyer | The Company Chen Li Education |
| Note | Note | Subsidiary Note 2 Subsidiary Subsidiary Subsidiary Subsidiary Sub-subsidiary Sub-subsidiary |
|---|---|---|
| Share of Profit (Loss) |
$ 32,113 813 3,165 ( 2,452 ) 74 ( 604 ) Note 1 Note 1 |
|
| Net Income (Loss) of the Investee |
$ 32,152 813 4,197 ( 2,452 ) 123 ( 1,007 ) ( 10,122 ) ( 10,031 ) |
|
| As of December 31, 2020 | Carrying Amount | $ 685,497 14,696 8,295 3,074 2,396 17,786 17,043 |
| % | 100% - 100% 100% 60% 60% 100% 100% |
|
Number of Shares (in thousands) |
11,200 - 1,000 1,500 300 300 - - |
|
| Original Investment Amount | December 31, 2019 | $ 711,369 10,000 5,100 9,900 - - 40,543 ( USD 1,292 ) 30,059 ( USD 952 ) |
December 31, 2020 |
$ 711,369 - 13,900 9,900 3,000 3,000 40,543 ( USD 1,292 ) 30,059 ( USD 952 ) |
|
| Main Businesses and Products |
Education services Wire & Cable Manufacturing Education Consulting Services Education services Education services Education services Holding Company Holding Company |
|
| Location | Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan British Virgin Islands Hong Kong |
|
| Investee Company | Chen Li Education Prime Optical Fiber Here Enterprise Chen Li ELM Li-Ren Education Chen Li Zhiyi CHEN LI Education Group Limited CHEN LI Education Group (HK) Limited |
|
| Investor Company | The Company The Company The Company The Company The Company The Company Chen Li Education CHEN LI Education Group Limited |
| Note | Note | - |
Accumulated Outward Remittance for Investments in Mainland China as of December 31, 2020 Investment Amount Authorized by the Investment Commission, MOEA Upper Limit on the Amount of Investments Stipulated by the Investment Commission, MOEA $28,516 (RMB 60,000)$28,516 (RMB 60,000)$121,004 (Note 2)Note 1 :Investment gains and losses are recognized based on the financial statements v erified by the parent company certified accountant in Taiwan. |
Accumulated Outward Remittance for Investments in Mainland China as of December 31, 2020 Investment Amount Authorized by the Investment Commission, MOEA Upper Limit on the Amount of Investments Stipulated by the Investment Commission, MOEA $28,516 (RMB 60,000)$28,516 (RMB 60,000)$121,004 (Note 2)Note 1 :Investment gains and losses are recognized based on the financial statements v erified by the parent company certified accountant in Taiwan. |
|
|---|---|---|---|---|---|
| Accumulated Repatriation of Investment Income as of December 31, 2020 |
$ - | ||||
| Carrying Amount as of December 31, 2020 |
$ 15,851 | ||||
| Investment Gain (Loss) (Note 1) |
( $ 9,850 ) | ||||
| % Ownershi p of Direct or Indirect Investme nt by the Group |
100% | ||||
| Net Income (Loss) of the Investee |
( $ 9,850 ) | ||||
| Accumulated | Outward Remittance for Investment from Taiwan as of December 31, 2020 |
$ 28,516 | |||
| Remittance of Funds | Inward | $ - | |||
| Upper Limit on the Amount of Investments Stipulated by the Investment Commission, MOEA |
$121,004(Note 2) |
||||
| Outward | $ - | ||||
| Accumulated | Outward Remittance for Investment from Taiwan as of January 1, 2020 |
$ 28,516 | Investment Amount Authorized by the Investment Commission, MOEA |
$28,516(RMB 60,000) |
|
| Method of Investment |
Through the third regional company CHEN LI Education Group (HK) Limited investment |
||||
| Paid-in Capital |
RMB 6,000 | ||||
| Accumulated Outward Remittance for Investments in Mainland China as of December 31, 2020 |
$28,516(RMB 60,000) |
||||
| Main Businesses and Products |
Engaged in educational consulting services and other business |
||||
| Investee Company |
Chen Li (Xiamen) Education Consulting Co., Ltd. |
TABLE 7
SUCCESS PRIME CORPORATION
INFORMATION OF MAJOR SHAREHOLDERS DECEMBER 31, 2020
| Name of Major Shareholder | Shares | Shares |
|---|---|---|
| Number of Shares | Percentage of Ownership (%) |
|
| Far East International Commercial Bank entrusted custody of Bash Consulting Co., Ltd. Investment Special Account Far East International Commercial Bank entrusted custody of Endow Capital Management Co., Ltd. Investment Special Account Far East International Commercial Bank entrusted with the custody of Optimistic Forward Investment Account Witty Sino Holdings Co., Ltd. Shu-Cheng Tseng |
1,890,039 1,890,039 1,760,177 1,741,020 1,003,564 |
9.85% 9.85% 9.17% 9.07% 5.23% |
-
Note 1
:The main shareholder information in this table is based on the last business day of the quarter at the end of the quarter, and the shareholders hold more than 5% of the company’s ordinary shares and special shares that have completed unregistered delivery (including treasury shares). The share capital recorded in the Company's parent company only financial report and the actual number of shares delivered without physical registration may be different due to different or different calculation bases. -
Note 2
:In the case of the above information, if a shareholder delivers shares to the trust, it is disclosed in individual accounts by the trustor who opened the trust account by the trustee. As for shareholders’ declarations of insider’s equity holdings exceeding 10% in accordance with the Securities and Exchange Act, their holdings include their own shareholding plus the shares delivered to the trust and have the right to use the trust property. For information on insider’s equity declarations, please refer to the Market Observation Post System.