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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:

  1. We obtained the asset impairment self-evaluation reports by management.

  2. 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:

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

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

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

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

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

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of the 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”

  • 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.

  • 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.

  • 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.

  • Note 5: The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.

  • Note 6: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.

  • 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;

  • (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

  • (v) the accounting is complex and users of the financial statements would otherwise not understand those material transactions, other events or conditions.

  • 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:

  • 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 1The numbering column is described as follows
(1) Issuer fill in 0
(2) Companies as investee are numbered sequentially starting from 1.
Note 2The 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 3The 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 4The 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 party

Other 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 1The numbering column is described as follows:
(1) Issuer fills in 0.
(2) Companies as investee are numbered sequentially starting from 1.
Note 2The 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 3The 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 1The numbering column is described as follows:
(1) Issuer fills in 0.
(2) Companies as investee are numbered sequentially starting from 1.
Note 2The 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 3The 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 1The numbering column is described as follows:
(1) Issuer fills in 0.
(2) Companies as investee are numbered sequentially starting from 1.
Note 2The 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 3The 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 -
-
NoteThere 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
$28,516RMB 60,000
$28,516RMB 60,000
$121,004Note 2
Note 1Investment 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
$28,516RMB 60,000
$28,516RMB 60,000
$121,004Note 2
Note 1Investment 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
$121,004Note 2
Outward $ -
Accumulated Outward
Remittance
for
Investment
from Taiwan
as of
January 1,
2020
$ 28,516
Investment Amount Authorized by the
Investment Commission, MOEA
$28,516RMB 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
$28,516RMB 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.