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SYSCOM — Interim / Quarterly Report 2024
Dec 24, 2024
52093_rns_2024-12-24_7b331210-1f9b-49ee-94c1-28381be90f5e.pdf
Interim / Quarterly Report
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Stock Code: 2453
Syscom Computer Engineering Co. and Subsidiaries
Consolidated Financial Statements for the Three Months Ended March 31, 2024 and 2023 and Independent Auditors’ Review Report
Address: 6th Floor, No. 115, Emei Street, Wanhua District, Taipei City TEL: (02)2191-6066
The independent auditors’ review report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China.
If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ review report and consolidated only financial statements, the Chinese version shall prevail.
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§ Table of Contents §
| § Table of Contents § | |
|---|---|
| Item Page 1. Cover 1 2. Table of Contents 2 3. Independent Auditors’ Review Report 3 ~44. Consolidated Balance Sheets 5 5. Consolidated Statements of Comprehensive Income 6 ~76. Consolidated Statements of Changes in Equity 8 7. Consolidated Statements of Cash Flows 9 ~108. Notes to Consolidated Financial Statements (1) General 11 (2) The Date and Procedures of Authorization of Financial Statements 11 (3) Application of New and Revised Standards and Interpretations 11 ~12(4) Summary of Significant Accounting Policies 12 (5) Critical Accounting Judgments and Key Sources of Estimation and Uncertainty 13 (6) Explanation of Significant Accounts 13 ~32(7) Related Parties Transactions 32 ~34(8) Assets Pledged as Collateral 34 (9) Significant Contingent Liabilities and Unrecognized Commitments 34 (10) Significant Disaster Loss - (11) Significant Events after the Balance Sheet Date - (12) Significant Assets and Liabilities Denominated in Foreign Currencies 34 ~35(13) Separately Disclosed Items A. Information on Significant Transactions 35 、38~40B. Information on investees 36 、41C. Information on investment in Mainland China 36 、42D. Information of major shareholders 36 、43(14) Segment Information 36 ~37 |
Notes to Financial Statements |
| - - - - - - - 1 2 3 4 5 6-25 26 27 28 - - 29 30 30 30 30 31 |
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INDEPENDENT AUDITORS’ REVIEW REPORT
The Board of Directors and Shareholders Syscom Computer Engineering Company
Introduction
We have reviewed the accompanying consolidated balance sheets of Syscom Computer Engineering Company and its subsidiaries (collectively, the “Group”) as of March 31, 2024 and 2023, the related consolidated statements of comprehensive income, changes in equity and cash flows for the three months then ended March 31, 2024 and 2023, and the notes to the consolidated financial statements, including a summary of significant accounting policies. Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34, “Interim Financial Reporting,” endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China. Our responsibility is to express a conclusion on the consolidated financial statements based on our reviews.
Scope of Review
Except as explained in the Basis for Qualified Conclusion paragraph, we conducted our reviews in accordance with the Standards on Review Engagements of the Republic of China 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”. A review of consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Basis for Qualified Conclusion
As disclosed in Note 11 to the consolidated financial statements, the financial statements of non-significant subsidiaries included in the consolidated financial statements referred to in the first paragraph were not reviewed. As of March 31, 2024 and 2023, combined total assets of these non-significant subsidiaries were NT$383,162 thousand and NT$384,949 thousand, respectively, both representing 9% of the consolidated total assets, and combined total liabilities of these subsidiaries were NT$241,722 thousand and NT$261,484 thousand, respectively, representing 10% and 13%, respectively, of the consolidated total liabilities; for the three months ended March 31, 2024 and 2023, the amounts of combined total comprehensive loss of these subsidiaries were NT$21,384 thousand and NT$12,367 thousand, respectively, representing (27) % and (14)% respectively, of the consolidated total comprehensive income. As disclosed in Note 12 to the consolidated financial statements, as of March 31, 2024 and 2023, investments accounted for using the equity method were NT$67,588 thousand and NT$68,593 thousand, respectively, and for the three months ended March 31, 2024 and 2023, the comprehensive income(loss) of these equity-method investments were NT$117 thousand and NT$(647) thousand, respectively, which were calculated on the basis of financial statements that have not been reviewed. The related information on investments in subsidiaries and associates stated above, as shown in Note 30 to the consolidated financial statements, was also unreviewed.
Qualified Conclusion
Based on our reviews, except for the adjustments, if any, as might have been determined to be necessary had the financial statements of the non-significant subsidiaries, the investments accounted for using the equity method as described in the preceding paragraph been reviewed, nothing has come to our attention that caused us to believe that the accompanying consolidated financial statements do not present fairly, in all material respects, the consolidated financial
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position of the Group as of March 31, 2024 and 2023, and of its consolidated financial performance and its consolidated cash flows for the three months ended March 31, 2024 and 2023 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34 “Interim Financial Reporting”endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
The engagement partners on the reviews resulting in this independent auditors’ review report are Li-Wen, Kuo and Pei-De Chen.
Deloitte & Touche Taipei, Taiwan Republic of China
May 9, 2024
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated 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 review such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors’ review report and the accompanying consolidated 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’ review report and consolidated financial statements shall prevail.
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SYSCOM COMPUTER ENGINEERING CO. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2024, DECEMBER 31, 2023 AND MARCH 31, 2023
| Code 1100 1110 1136 1140 1150 1172 1200 1220 130X 1410 1479 11XX 1517 1535 1550 1600 1755 1821 1840 1990 15XX 1XXX Code 2100 2130 2150 2170 2200 2230 2280 2399 21XX 2572 2580 2640 2645 25XX 2XXX 3110 3200 3310 3320 3350 3300 3400 31XX 36XX 3XXX |
ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 6) Financial assets at fair value through profit or loss - current Financial assets at amortized cost - current (Notes 8 and 27) Contract assets - current (Notes 20) Notes receivable Accounts receivable (Notes 9 and 26) Other receivables Current tax assets Inventories (Notes 10) Prepayments Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current (Notes 7) Financial assets at amortized cost - non-current (Notes 8 and 27) Investments accounted for using the equity method (Notes12) Property, plant and equipment (Notes 13 and 26) Right-of-use assets (Notes 14 and 26) Intangible assets (Notes 15) Deferred tax assets Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 16 and 27) Contract liabilities - current (Notes 20) Notes payable Accounts payable (Note 26) Other payables (Note 17) Current tax liabilities Lease liabilities - current (Notes 14 and 26) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Deferred tax liabilities Lease liabilities - non-current (Notes 14 and 26) Net defined benefits liabilities - non-current (Notes 4) Guarantee deposits received Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Notes 19) Share capital - ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity of the owners of the Company Non-controlling interests (Note 19) Total equity TOTAL |
March 31,2024 Amount %$ 810,894 19 12,098 - 215,556 5 683,474 16 560 - 744,104 17 18,766 1 299 - 549,410 13 352,712 8 96,325 2 3,484,198 81 27,918 1 198,161 5 67,588 2 367,542 8 83,227 2 2,159 - 9,054 - 56,729 1 812,378 19 $ 4,296,576 100 $ 180,808 4 493,056 11 517 - 1,068,061 25 383,390 9 42,514 1 45,570 1 26,101 1 2,240,017 52 10,165 - 38,442 1 29,690 1 14,996 - 93,293 2 2,333,310 54 1,000,000 24 1,797 - 330,483 8 17,619 - 594,521 14 942,623 22 6,894 - 1,951,314 46 11,952 - 1,963,266 46 $ 4,296,576 100 |
(In Thousands of New Taiwan Dollars) December 31,2023 March 31,2023 Amount %Amount %$ 884,494 18 $ 860,744 21 10,457 - 21,098 1 215,604 5 177,276 4 483,322 10 429,489 10 12,062 - 445 - 1,425,698 29 823,231 20 6,316 - 7,450 - 286 - 266 - 473,593 10 558,814 13 414,915 9 419,558 10 89,362 2 117,499 3 4,016,109 83 3,415,870 82 33,026 1 28,878 1 197,876 4 125,913 3 67,858 1 68,593 2 362,728 8 350,361 8 94,888 2 128,626 3 2,312 - 2,832 - 12,486 - 11,136 - 58,987 1 51,718 1 830,161 17 768,057 18 $ 4,846,270 100 $ 4,183,927 100 $ 190,855 4 $ 189,881 5 465,330 10 202,887 5 131 - 1,261 - 1,453,533 30 1,240,752 30 417,993 9 134,235 3 20,234 - 53,544 1 46,175 1 47,652 1 18,065 - 21,115 - 2,612,316 54 1,891,327 45 10,429 - 10,966 - 49,503 1 81,608 2 41,947 1 42,314 1 14,771 - 17,587 1 116,650 2 152,475 4 2,278,966 56 2,043,802 49 1,000,000 21 1,000,000 24 1,797 - 1,426 - 330,483 7 303,977 7 17,619 - 17,619 1 752,580 16 807,386 19 1,100,682 23 1,128,982 27 11,728 - 5,387 - 2,114,207 44 2,135,795 51 3,097 - 4,330 - 2,117,304 44 2,140,125 51 $ 4,846,270 100 $ 4,183,927 100 |
(In Thousands of New Taiwan Dollars) December 31,2023 March 31,2023 Amount %Amount %$ 884,494 18 $ 860,744 21 10,457 - 21,098 1 215,604 5 177,276 4 483,322 10 429,489 10 12,062 - 445 - 1,425,698 29 823,231 20 6,316 - 7,450 - 286 - 266 - 473,593 10 558,814 13 414,915 9 419,558 10 89,362 2 117,499 3 4,016,109 83 3,415,870 82 33,026 1 28,878 1 197,876 4 125,913 3 67,858 1 68,593 2 362,728 8 350,361 8 94,888 2 128,626 3 2,312 - 2,832 - 12,486 - 11,136 - 58,987 1 51,718 1 830,161 17 768,057 18 $ 4,846,270 100 $ 4,183,927 100 $ 190,855 4 $ 189,881 5 465,330 10 202,887 5 131 - 1,261 - 1,453,533 30 1,240,752 30 417,993 9 134,235 3 20,234 - 53,544 1 46,175 1 47,652 1 18,065 - 21,115 - 2,612,316 54 1,891,327 45 10,429 - 10,966 - 49,503 1 81,608 2 41,947 1 42,314 1 14,771 - 17,587 1 116,650 2 152,475 4 2,278,966 56 2,043,802 49 1,000,000 21 1,000,000 24 1,797 - 1,426 - 330,483 7 303,977 7 17,619 - 17,619 1 752,580 16 807,386 19 1,100,682 23 1,128,982 27 11,728 - 5,387 - 2,114,207 44 2,135,795 51 3,097 - 4,330 - 2,117,304 44 2,140,125 51 $ 4,846,270 100 $ 4,183,927 100 |
(In Thousands of New Taiwan Dollars) December 31,2023 March 31,2023 Amount %Amount %$ 884,494 18 $ 860,744 21 10,457 - 21,098 1 215,604 5 177,276 4 483,322 10 429,489 10 12,062 - 445 - 1,425,698 29 823,231 20 6,316 - 7,450 - 286 - 266 - 473,593 10 558,814 13 414,915 9 419,558 10 89,362 2 117,499 3 4,016,109 83 3,415,870 82 33,026 1 28,878 1 197,876 4 125,913 3 67,858 1 68,593 2 362,728 8 350,361 8 94,888 2 128,626 3 2,312 - 2,832 - 12,486 - 11,136 - 58,987 1 51,718 1 830,161 17 768,057 18 $ 4,846,270 100 $ 4,183,927 100 $ 190,855 4 $ 189,881 5 465,330 10 202,887 5 131 - 1,261 - 1,453,533 30 1,240,752 30 417,993 9 134,235 3 20,234 - 53,544 1 46,175 1 47,652 1 18,065 - 21,115 - 2,612,316 54 1,891,327 45 10,429 - 10,966 - 49,503 1 81,608 2 41,947 1 42,314 1 14,771 - 17,587 1 116,650 2 152,475 4 2,278,966 56 2,043,802 49 1,000,000 21 1,000,000 24 1,797 - 1,426 - 330,483 7 303,977 7 17,619 - 17,619 1 752,580 16 807,386 19 1,100,682 23 1,128,982 27 11,728 - 5,387 - 2,114,207 44 2,135,795 51 3,097 - 4,330 - 2,117,304 44 2,140,125 51 $ 4,846,270 100 $ 4,183,927 100 |
(In Thousands of New Taiwan Dollars) December 31,2023 March 31,2023 Amount %Amount %$ 884,494 18 $ 860,744 21 10,457 - 21,098 1 215,604 5 177,276 4 483,322 10 429,489 10 12,062 - 445 - 1,425,698 29 823,231 20 6,316 - 7,450 - 286 - 266 - 473,593 10 558,814 13 414,915 9 419,558 10 89,362 2 117,499 3 4,016,109 83 3,415,870 82 33,026 1 28,878 1 197,876 4 125,913 3 67,858 1 68,593 2 362,728 8 350,361 8 94,888 2 128,626 3 2,312 - 2,832 - 12,486 - 11,136 - 58,987 1 51,718 1 830,161 17 768,057 18 $ 4,846,270 100 $ 4,183,927 100 $ 190,855 4 $ 189,881 5 465,330 10 202,887 5 131 - 1,261 - 1,453,533 30 1,240,752 30 417,993 9 134,235 3 20,234 - 53,544 1 46,175 1 47,652 1 18,065 - 21,115 - 2,612,316 54 1,891,327 45 10,429 - 10,966 - 49,503 1 81,608 2 41,947 1 42,314 1 14,771 - 17,587 1 116,650 2 152,475 4 2,278,966 56 2,043,802 49 1,000,000 21 1,000,000 24 1,797 - 1,426 - 330,483 7 303,977 7 17,619 - 17,619 1 752,580 16 807,386 19 1,100,682 23 1,128,982 27 11,728 - 5,387 - 2,114,207 44 2,135,795 51 3,097 - 4,330 - 2,117,304 44 2,140,125 51 $ 4,846,270 100 $ 4,183,927 100 |
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| Amount $ 810,894 12,098 215,556 683,474 560 744,104 18,766 299 549,410 352,712 96,325 3,484,198 27,918 198,161 67,588 367,542 83,227 2,159 9,054 56,729 812,378 $ 4,296,576 $ 180,808 493,056 517 1,068,061 383,390 42,514 45,570 26,101 2,240,017 10,165 38,442 29,690 14,996 93,293 2,333,310 1,000,000 1,797 330,483 17,619 594,521 942,623 6,894 1,951,314 11,952 1,963,266 $ 4,296,576 |
Amount $ 884,494 10,457 215,604 483,322 12,062 1,425,698 6,316 286 473,593 414,915 89,362 4,016,109 33,026 197,876 67,858 362,728 94,888 2,312 12,486 58,987 830,161 $ 4,846,270 $ 190,855 465,330 131 1,453,533 417,993 20,234 46,175 18,065 2,612,316 10,429 49,503 41,947 14,771 116,650 2,278,966 1,000,000 1,797 330,483 17,619 752,580 1,100,682 11,728 2,114,207 3,097 2,117,304 $ 4,846,270 |
Amount $ 860,744 21,098 177,276 429,489 445 823,231 7,450 266 558,814 419,558 117,499 3,415,870 28,878 125,913 68,593 350,361 128,626 2,832 11,136 51,718 768,057 $ 4,183,927 $ 189,881 202,887 1,261 1,240,752 134,235 53,544 47,652 21,115 1,891,327 10,966 81,608 42,314 17,587 152,475 2,043,802 1,000,000 1,426 303,977 17,619 807,386 1,128,982 5,387 2,135,795 4,330 2,140,125 $ 4,183,927 |
% |
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| 21 1 4 10 - 20 - - 13 10 3 82 1 3 2 8 3 - - 1 18 100 5 5 - 30 3 1 1 - 45 - 2 1 1 4 49 24 - 7 1 19 27 - 51 - 51 100 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ review report dated May 9, 2024)
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SYSCOM COMPUTER ENGINEERING CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED MARCH 31,2024 AND 2023
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Code OPERATING REVENUE (Notes 20 and 26) 4100 Sales 4600 Maintenance revenue 4300 Rental revenue 4000 Total operating revenue OPERATING COSTS (Notes 10, 18, 21, and 26) 5110 Cost of goods sold 5600 Maintenance costs 5300 Rental costs 5000 Total operating costs 5900 GROSS PROFIT OPERATING EXPENSES (Notes 9, 18, 21, and 26) 6100 Selling and marketing expenses 6300 Research and development expenses 6450 Expected credit loss reversed on trade receivables 6000 Total operating expenses 6900 PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES 7100 Interest income (Note 21) 7010 Other income (Notes 21 and 26) 7020 Other gains and losses (Note 21) 7050 Finance costs (Notes 21 and 26) 7060 Share of profit or loss of associates and joint ventures (Note 12) 7000 Total non-operating income and expenses 7900 PROFIT BEFORE INCOME TAX 7950 INCOME TAX EXPENSE (Notes 4 and 22) 8200 NET PROFIT |
For the Three Months Ended March 31 | For the Three Months Ended March 31 | For the Three Months Ended March 31 | For the Three Months Ended March 31 | For the Three Months Ended March 31 | |||
|---|---|---|---|---|---|---|---|---|
| 2024 | %76 24 - 100 57 17 - 74 26 14 5 - 19 7 - 1 - - - 1 8 2 6 |
2023 | ||||||
| Amount $ 1,059,172 336,052 4,269 1,399,493 794,337 243,745 3,253 1,041,335 358,158 197,888 67,966 ( 6) 265,848 92,310 2,702 14,928 5,083 4,009 ) 117 18,821 111,131 26,792 84,339 |
Amount $ 903,691 338,793 4,437 1,246,921 669,139 239,993 4,120 913,252 333,669 177,620 53,306 ( 4) 230,922 102,747 2,505 3,972 2,299 3,845 ) 647) 4,284 107,031 23,040 83,991 |
% |
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( |
( ( |
73 27 - 100 54 19 - 73 27 14 5 - 19 8 - 1 - - - 1 9 2 7 |
(Continued)
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| Code OTHER COMPREHENSIVE INCOME 8310 Items that will not be reclassified subsequently to profit or loss: 8316 Unrealized (loss) gain on investments in equity instruments at fair value through other comprehensive income(Note 19) 8360 Items that may be reclassified subsequently to profit or loss: 8361 Exchange differences on translating the financial statements of foreign operations(Note 19) 8370 Share of the other comprehensive income of associates and joint ventures accounted for using the equity method(Note 19) 8300 Total other comprehensive income, net of income tax 8500 TOTAL COMPREHENSIVE INCOME NET INCOME ATTRIBUTABLE TO: 8610 Owners of the Company 8620 Non-controlling interests 8600 TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: 8710 Owners of the Company 8720 Non-controlling interests 8700 EARNINGS PER SHARE (Note 23) 9710 Basic 9810 Diluted |
For the Three Months Ended March 31 | For the Three Months Ended March 31 | For the Three Months Ended March 31 | For the Three Months Ended March 31 | For the Three Months Ended March 31 | |||
|---|---|---|---|---|---|---|---|---|
| 2024 | %- - - - 6 6 - 6 6 - 6 |
2023 | ||||||
| Amount 5,108 ) 515 61) 4,654) $ 79,685 $ 85,672 1,333) $ 84,339 $ 80,838 1,153) $ 79,685 $ 0.86 $ 0.85 |
Amount 3,141 1,470 ) 40) 1,631 $ 85,622 $ 84,431 440) $ 83,991 $ 86,071 449) $ 85,622 $ 0.84 $ 0.84 |
% |
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( ( ( ( ( |
( ( ( ( |
- - - - 7 7 - 7 7 - 7 |
The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche auditors’ review report dated May 9, 2024)
(Concluded)
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SYSCOM COMPUTER ENGINEERING CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE THREE MONTHS ENDED MARCH 31,2024 AND 2023
| C o d e A1 BALANCE AT JANUARY 1, 2023 D1 Net profit for the three months ended March 31, 2023 D3 Other comprehensive income (loss) for the three months ended March 31, 2023, net of income tax D5 Total comprehensive income (loss) for the three months ended March 31, 2024 M5 Actual acquisition of interests in subsidiaries Z1 BALANCE AT MARCH 31, 2023 A1 BALANCE AT JANUARY 1, 2024 Appropriation of the 2023 earnings B5 Cash dividends - NT$2.4 per share D1 Net profit for the three months ended March 31, 2024 D3 Other comprehensive income (loss) for the three months ended March 31, 2024, net of income tax D5 Total comprehensive income (loss) for the three months ended March 31, 2024 M7 Changes in ownership interests in subsidiaries Z1 BALANCE AT MARCH 31, 2024 |
Equity attributable to o | wners of the Company | Total $ 2,049,845 84,431 1,640 86,071 121) $ 2,135,795 $ 2,114,207 240,000 ) 85,672 4,834) 80,838 3,731) $ 1,951,314 |
(In Thousands of New Non-controlling interests $ 4,968 ( 440 ) ( 9) ( 449) ( 189) ( $ 4,330 $ 3,097 - ( ( 1,333 ) 180 ( ( 1,153) 10,088 $ 11,952 |
(In Thousands of New Non-controlling interests $ 4,968 ( 440 ) ( 9) ( 449) ( 189) ( $ 4,330 $ 3,097 - ( ( 1,333 ) 180 ( ( 1,153) 10,088 $ 11,952 |
Taiwan Dollars) Total equity |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital - ordinary shares $ 1,000,000 - - - - $ 1,000,000 $ 1,000,000 - - - - - $ 1,000,000 |
Capital surplus $ 1,547 - - - ( 121) $ 1,426 $ 1,797 - - - - - $ 1,797 |
Retained earnings | Unappropriated earnings $ 722,955 84,431 - 84,431 - $ 807,386 $ 752,580 ( 240,000 ) 85,672 - 85,672 ( 3,371) $ 594,521 |
Otherequity Exchange differences on translating the financial statements of foreign operations Unrealized gain or loss on financial assets at fair value through other comprehensive income ( $ 10,592 ) $ 14,339 - - ( 1,501) 3,141 ( 1,501) 3,141 - - ($ 12,093) $ 17,480 ( $ 9,900 ) $ 21,628 - - - - 274 ( 5,108) 274 ( 5,108) - - ($ 9,626) $ 16,520 |
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| Exchange differences on translating the financial statements of foreign operations ( $ 10,592 ) - ( 1,501) ( 1,501) - ($ 12,093) ( $ 9,900 ) - - 274 274 - ($ 9,626) |
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| Legal reserve $ 303,977 - - - - $ 303,977 $ 330,483 - - - - - $ 330,483 |
Special reserve $ 17,619 - - - - $ 17,619 $ 17,619 - - - - - $ 17,619 |
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( ( |
( ( ( ( ( ( |
( ( |
( ( ( ( |
( ( ( ( ( ( |
( ( ( |
$ 2,054,813 83,991 1,631 85,622 310) $ 2,140,125 $ 2,117,304 240,000 ) 84,339 4,654) 79,685 6,277 $ 1,963,266 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche auditors’ review report dated May 9, 2024)
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SYSCOM COMPUTER ENGINEERING CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31,2024 AND 2023
(In Thousands of New Taiwan Dollars)
| Code CASH FLOWS FROM OPERATING ACTIVITIES A10000 Income before income tax A20010 Adjustments for: A20100 Depreciation expenses A20200 Amortization expenses A20300 Expected credit loss reversed A20400 Net gain on financial assets at fair value through profit or loss A20900 Finance costs A21200 Interest income A22300 Share of profit or loss of associates and joint ventures accounted for using the equity method A23800 Reversal of write-downs of inventories A24100 Net gain on foreign currency exchange A30000 Changes in operating assets and liabilities A31125 Contract assets A31130 Notes receivable A31150 Accounts receivable A31180 Other receivables A31200 Inventories A31230 Prepayments A31240 Other current assets A32125 Contract liabilities A32130 Notes payable A32150 Accounts payable A32180 Other payables A32230 Other current liabilities A32240 Net defined benefits liabilities A33000 Cash (used in) generated from operations A33100 Interest received A33300 Interest paid A33500 Income tax paid AAAA Net cash (used in) generated from operating activities |
For the Three Months Ended March 31 2024 2023 $ 111,131 $ 107,031 28,207 28,116 168 170 ( 6 ) ( 4 ) ( 1,641 ) ( 1,142 ) 4,009 3,845 ( 2,702 ) ( 2,505 ) ( 117 ) 647 ( 524 ) ( 100 ) ( 1,693 ) ( 1,532 ) ( 200,152 ) 56,892 11,502 2,153 684,849 665,407 ( 12,426 ) ( 1,405 ) ( 75,601 ) ( 104,515 ) 62,185 ( 36,463 ) ( 4,327 ) ( 2,563 ) 27,726 ( 35,696 ) 386 ( 14,765 ) ( 386,025 ) ( 158,959 ) ( 275,282 ) ( 258,157 ) 8,036 6,319 ( 12,257) ( 12,344) ( 34,554 ) 240,430 2,720 2,520 ( 3,795 ) ( 3,823 ) ( 1,434) ( 210) ( 37,063) 238,917 (Continued) |
For the Three Months Ended March 31 2024 2023 $ 111,131 $ 107,031 28,207 28,116 168 170 ( 6 ) ( 4 ) ( 1,641 ) ( 1,142 ) 4,009 3,845 ( 2,702 ) ( 2,505 ) ( 117 ) 647 ( 524 ) ( 100 ) ( 1,693 ) ( 1,532 ) ( 200,152 ) 56,892 11,502 2,153 684,849 665,407 ( 12,426 ) ( 1,405 ) ( 75,601 ) ( 104,515 ) 62,185 ( 36,463 ) ( 4,327 ) ( 2,563 ) 27,726 ( 35,696 ) 386 ( 14,765 ) ( 386,025 ) ( 158,959 ) ( 275,282 ) ( 258,157 ) 8,036 6,319 ( 12,257) ( 12,344) ( 34,554 ) 240,430 2,720 2,520 ( 3,795 ) ( 3,823 ) ( 1,434) ( 210) ( 37,063) 238,917 (Continued) |
For the Three Months Ended March 31 2024 2023 $ 111,131 $ 107,031 28,207 28,116 168 170 ( 6 ) ( 4 ) ( 1,641 ) ( 1,142 ) 4,009 3,845 ( 2,702 ) ( 2,505 ) ( 117 ) 647 ( 524 ) ( 100 ) ( 1,693 ) ( 1,532 ) ( 200,152 ) 56,892 11,502 2,153 684,849 665,407 ( 12,426 ) ( 1,405 ) ( 75,601 ) ( 104,515 ) 62,185 ( 36,463 ) ( 4,327 ) ( 2,563 ) 27,726 ( 35,696 ) 386 ( 14,765 ) ( 386,025 ) ( 158,959 ) ( 275,282 ) ( 258,157 ) 8,036 6,319 ( 12,257) ( 12,344) ( 34,554 ) 240,430 2,720 2,520 ( 3,795 ) ( 3,823 ) ( 1,434) ( 210) ( 37,063) 238,917 (Continued) |
|---|---|---|---|
| 2024 $ 111,131 28,207 168 6 ) 1,641 ) 4,009 2,702 ) 117 ) 524 ) 1,693 ) 200,152 ) 11,502 684,849 12,426 ) 75,601 ) 62,185 4,327 ) 27,726 386 386,025 ) 275,282 ) 8,036 12,257) 34,554 ) 2,720 3,795 ) 1,434) 37,063) |
|||
( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( |
- 9 -
| Code CASH FLOWS FROM INVESTING ACTIVITIES B00040 (Acquisition) Proceeds from sale of financial assets at amortized cost B02700 Payments for property, plant and equipment B03700 (Increase) Decrease in refundable deposits B04500 Payments for intangible assets BBBB Net cash (used in) generated from investing activities CASH FLOWS FROM FINANCING ACTIVITIES C00200 (Decrease)Increase in short-term borrowings C03000 Increase (Decrease) in guarantee deposits received C04020 Repayment of the principal portion of lease liabilities C05400 Acquisition of interests in subsidiaries C05800 Change in non-controlling interests CCCC Net cash used in financing activities DDDD EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES EEEE NET (DECREASE) INCREASEIN CASH AND CASH EQUIVALENTS E00100 CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD E00200 CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD |
For the Three Months Ended March 31 | For the Three Months Ended March 31 | For the Three Months Ended March 31 |
|---|---|---|---|
| 2024 $ 237 ) 19,641 ) 378 ) - 20,256) 17,499 ) 225 12,126 ) - 6,277 23,123) 6,842 73,600 ) 884,494 $ 810,894 |
2023 | ||
| ( ( ( ( ( ( ( ( |
$ 28,727 ( 9,091 ) 4,569 ( 588) 23,617 10,297 ( 69 ) ( 12,046 ) ( 310 ) - ( 2,128) ( 603) 259,803 600,941 $ 860,744 |
The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche auditors’ review report dated May 9, 2024)
(Concluded)
- 10 -
SYSCOM COMPUTER ENGINEERING CO. AND SUBSIDIARIES Notes to Consolidated Financial Statements
For the Three Months Ended March 31, 2024 and 2023
(Amounts in thousands of NTD, unless otherwise indicated)
1. General
SYSCOM COMPUTER ENGINEERING CO. (the"Company")was incorporated in July 1975. The Company mainly leases and sells computer systems and designs computer software. It also provides services for the integration of computer information systems and maintenances of computer hardware. The Company's shares have been listed on the Taiwan Stock Exchange since May 22, 2001.
The financial statements are presented in the Company’s functional currency, New Taiwan dollars.
The Company and its subsidiaries are hereinafter collectively referred to as the "The Group ".
- The Date and Procedures of Authorization of Financial Statements
The consolidated financial statements were approved by the Board of Directors on May 9, 2024.
-
Application of New and Revised Standards and Interpretations
-
(1) Initial application of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, the “IFRS Accounting Standards”) endorsed and issued into effect by the Financial Supervisory Commission (FSC).
The initial application of the IFRS Accounting Standards endorsed and issued into effect by the FSC did not have material impact on the Group’s accounting policies.
- (2) IFRSs issued by the IASB but not yet endorsed and issued into effect by the FSC
Effective Date Announced by New/ Revised /Amended Standards and Interpretations the IASB (Note 1) Amendments to IFRS 10 and IAS 28 “Sale or Contribution To be determined by IASB
of Assets between an Investor and its Associate or Joint Venture” IFRS 18 “Presentation and Disclosures in Financial January 1, 2027 Statements” Amendments to IAS 21 “Lack of Exchangeability” January 1, 2025 (Note 2)
- Note 1: Unless stated otherwise, the above IFRS Accounting Standards are effective for annual reporting periods beginning on or after their respective effective dates.
Note 2: An entity shall apply those amendments for annual reporting periods beginning on or after January 1, 2025. Upon initial application of the amendments to IAS 21, the Group shall not restate the comparative information and shall recognize any effect of initially applying the amendments as an adjustment to the opening balance of retained earnings or, if applicable, to the cumulative amount of translation differences in equity as well as affected assets or liabilities.
IFRS 18 “Presentation and Disclosures in Financial Statements”
IFRS 18 will supersede IAS 1” Presentation of Financial Statements”. The main changes comprise:
-
Items of income and expenses included in the statement of profit or loss shall be classified into the operating, investing, financing, income taxes and discounted operations categories.
-
The statement of profit or loss shall present totals and subtotals for operating profit or loss, profit or loss before financing and income taxes and profit or loss.
-
Provides guidance to enhance the requirements of aggregation and disaggregation: The Group shall identify the assets, liabilities, equity, income, expenses and cash flows that arise from individual transactions or other events and shall classify and aggregate them into groups based on shared characteristics, so as to result in the presentation in the primary financial statements of line items that have at least one similar characteristic. The Group shall disaggregate items with
-11-
-
dissimilar characteristics in the primary financial statements and in the notes. The Group labels items as ‘other’ only if it cannot find a more informative label.
-
Disclosures on Management-defined Performance Measures (MPMs): When in public communications outside financial statements and communicating to users of financial statements management’s view of an aspect of the financial performance of the Group as a whole, the Group shall disclose related information about its MPMs in a single note to the financial statements, including the description of such measures, calculations, reconciliations to the subtotal or total specified by IFRS Accounting Standards and the income tax and non-controlling interests effects of related reconciliation items.
Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact of the application of other standards and interpretations on the Group’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
These interim consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IAS 34 “Interim Financial Reporting” endorsed and issued into effect by the FSC. The consolidated financial statements do not present all the disclosures required for a complete set of annual consolidated financial statements prepared under the IFRSs endorsed and issued into effect by the FSC.
- (2) Basis of Preparation
The consolidated financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value and net defined benefit liabilities which are measured at the present value of the defined benefit obligations less the fair value of the plan assets.
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:
-
A. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
-
B. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
-
C. Level 3 inputs are unobservable inputs for the asset or liability.
(3) Basis of Consolidation
The consolidated financial statements include the financial statements of the Company and entities controlled by the Company (subsidiaries). The subsidiaries’ financial statements have been properly adjusted to make the accounting policies consistent with the accounting policies of the Group. In preparing the consolidated financial statements, all intra-group transactions, account balances, gains and losses have been eliminated. The total comprehensive income of the subsidiaries is attributable to the shareholders and non-controlling interests of the Company, even if this results in a loss balance for the non-controlling interests.
When a change in the Group 's ownership interest in a subsidiary does not result in a loss of control, it is treated as an equity transaction. The carrying amounts of the Group and non-controlling interests have been adjusted to reflect the changes in their relative interests in subsidiaries. The difference between the adjustment of the non-controlling interests and the fair value of the consideration paid or received is recognized directly in equity attributable to shareholders of the Company.
Please refer to Note 11 and Tables 4 and 5 for details of subsidiaries, shareholding percentage and principal businesses.
-12-
- (4) Other significant accounting policies
Except for the following, please refer to the consolidated financial statements for the year ended 2023.
-
A. Classification of current and non-current assets and liabilities
-
Current assets include:
-
a. Assets held primarily for the purpose of trading;
-
b. Assets expected to be realized within twelve months after the reporting period; and
-
c. Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
-
Current liabilities include:
-
a. Liabilities held primarily for the purpose of trading;
-
b. Liabilities due to be settled within twelve months after the reporting period; and
-
c. Liabilities for which the Group does not have an unconditional right to defer settlement for at least twelve months after the reporting period.
-
Assets and liabilities that are not classified as current are classified as noncurrent.
-
B. Defined benefits of retirement
Pension cost for an interim period is calculated on a year-to-date basis by using the actuarially determined pension cost rate at the end of the prior financial year, adjusted for significant market fluctuations for the current period, and for amendments in significant plans, settlements, or other significant one-off events.
-
C. Income tax expense
-
Income tax expense represents the sum of the tax currently payable and deferred tax. The interim period income tax expense is accrued using the tax rate that would be applicable to expected total annual earnings, that is, the estimated average annual effective income tax rate applied to the pre-tax income of the interim period.
5. Critical Accounting Judgments and Key Sources of Estimation and Uncertainty
In the application of the Group’s accounting policies, the management is required to make judgments, estimates and assumptions which are based on historical experience and other factors that are not readily apparent from other sources. Actual results may differ from these estimates.
The consolidated financial statements for critical accounting judgments and key sources of estimation uncertainty are consistent with the consolidated financial statements for the year ended December 31, 2023.
6. Cash and cash equivalents
| Cash and cash equivalents | |||||
|---|---|---|---|---|---|
| Cash on hand Checking accounts and demand deposits Cash equivalents (investments with original maturities of less than 3 months) Time deposits Commercial papers |
March 31, 2024 $ 760 497,305 120,754 192,075 $ 810,894 |
December 31, 2023 $ 701 504,127 75,627 304,039 $ 884,494 |
March 31, 2023 |
||
| $ 796 280,578 76,249 503,121 $ 860,744 |
-13-
7. Financial assets at fair value through other comprehensive income Investments in equity instruments -non-current
| Domestic investments Listed shares Unlisted shares |
March 31, 2024 $ 26,323 1,595 $ 27,918 |
December 31, 2023 $ 31,431 1,595 $ 33,026 |
March 31, 2023 |
||
|---|---|---|---|---|---|
| $ 27,283 1,595 $ 28,878 |
These investments in equity instruments are not held for trading. Instead, they are held for medium to long-term strategic purposes. Accordingly, the management elected to designate these investments in equity instruments as at FVTOCI as they believe that recognizing short-term fluctuations in these investments’ fair value in profit or loss would not be consistent with the Group’s strategy of holding these investments for long-term purposes.
8. Financial assets at amortized cost
| Financial assets at amortized cost | |||||
|---|---|---|---|---|---|
| Pledged time deposits Time deposits with original maturities of more than 3 months Current Non-current Total |
March 31, 2024 $ 321,148 92,569 $ 413,717 $ 215,556 198,161 $ 413,717 |
December 31, 2023 $ 326,433 87,047 $ 413,480 $ 215,604 197,876 $ 413,480 |
March 31, 2023 |
||
| $ 227,598 75,591 $ 303,189 $ 177,276 125,913 $ 303,189 |
Refer to Note 27 for information relating to financial assets at amortized cost pledged as security.
Based on the Group’s assessment, the credit risk of the above-mentioned financial assets at amortized cost is not expected to be high and has not increased since initial recognition. The Group does not expect to recognize any credit loss resulting from default events on financial assets at amortized cost that are possible within 12 months after the reporting date. Accordingly, no impairment loss was recognized as of March 31, 2024, December 31, 2023 and March 31, 2023.
9. Accounts receivable
| Accounts receivable | ||||||
|---|---|---|---|---|---|---|
| At amortized cost Accounts receivable Less: Allowance for impairment loss |
March 31, 2024 $ 752,346 8,242) $ 744,104 |
December 31, 2023 $ 1,433,941 8,243) $ 1,425,698 |
March 31, 2023 |
|||
( |
( |
( |
$ 824,708 1,477) $ 823,231 |
The average credit period of sales of goods was 30 to 120 days. No interest was charged on accounts receivable.
In order to minimize credit risk, the management of the Group has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Group reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate allowance is made for possible irrecoverable amounts. In this regard, the management believes the Group’s credit risk was significantly reduced.
-14-
The Group measures the loss allowance for all accounts receivable at an amount equal to lifetime ECLs. The expected credit losses on accounts receivable are estimated by reference to past default experience of the debtor, an analysis of the debtor’s current financial position, past experience with collecting payments, observable changes in national or local economic conditions that correlate with defaults on receivables, as well as indicators of the industry in which the debtors operate.
The Group writes off a accounts receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation. For accounts receivable that have been written off, the Group continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.
Considering the above conditions, the Group assesses the credit risk of individual customers based on the aging schedule of accounts receivable (based on invoice date). The following table details the loss allowance of accounts receivable. March 31, 2024
| March 31, 2024 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Gross carrying amount Loss allowance (Lifetime ECL) Amortized cost December 31, 2023 Gross carrying amount Loss allowance (Lifetime ECL) Amortized cost March 31, 2023 Gross carrying amount Loss allowance (Lifetime ECL) Amortized cost |
Less than 60 Days |
61 to 90 Days |
91 to120 Days |
Over 121 Days |
Total | |||||
| $ 587,899 - $ 587,899 Less than 60 Days |
$ 57,907 - $ 57,907 61 to 90 Days |
( |
$ 34,883 1,543) $ 33,340 91 to120 Days |
( |
$ 71,657 6,699) $ 64,958 Over 121 Days |
( |
$ 752,346 8,242) $ 744,104 Total |
|||
( |
$ 1,218,276 85) $ 1,218,191 Less than 60 Days |
( |
$ 64,330 408) $ 63,922 61 to 90 Days |
( |
$ 9,306 1,506) $ 7,800 91 to120 Days |
( |
$ 142,029 6,244) $ 135,785 Over 121 Days |
( |
$ 1,433,941 8,243) $ 1,425,698 Total |
|
| $ 610,097 - $ 610,097 |
$ 68,670 - $ 68,670 |
$ 47,537 - $ 47,537 |
( |
$ 98,404 1,477) $ 96,927 |
( |
$ 824,708 1,477) $ 823,231 |
The movements of the loss allowance of accounts receivable were as follows:
| Balance at January 1 Reversal of loss allowance Foreign exchange gains and losses Balance at March 31 |
For the Three Months | Ended March 31 | Ended March 31 | |
|---|---|---|---|---|
| 2024 $ 8,243 ( 6 ) 5 $ 8,242 |
2023 | |||
| $ 1,483 ( 4 ) ( 2) $ 1,477 |
10. Inventories
| Inventories | |||||
|---|---|---|---|---|---|
| Commodities Prepayments for contracts Inventories in transit Maintenance materials Total |
March 31, 2024 |
December 31, 2023 $ 205,958 261,488 5,397 750 $ 473,593 |
March 31, 2023 |
||
| $ 295,960 178,761 73,857 832 $ 549,410 |
$ 238,656 246,147 73,402 609 $ 558,814 |
The commodities mainly consisted of computer hardware and software.
-15-
Prepayment for contracts are the cost incurred to date related to computer hardware, software and labor.
The cost of inventories recognized as cost of goods sold for the three months ended March 31,2024 and 2023 was $794,337 thousand and $669,139 thousand, respectively. The cost of goods sold included reversal of write-downs of inventories of $524 thousand and $100 thousand, respectively. The reversals of previous write-downs resulted from the sale of these inventories.
11. Subsidiaries
- (1) Subsidiaries included in the consolidated financial statements The consolidated entities were as follows:
| Investor The Company Coach Technology Management Inc. Casemaker Inc. and SYSCOM INTERNA- TIONAL INC. |
Investee Casemaker Inc. SYSCOM INTERNATIONAL INC.(SYSCOM) Coach Technology Management Inc. Syscom Computer (Thailand)Co., Ltd. Wisemaker Technology Co. Netmaker Technology Co., Ltd. Syscom Computer (Thailand)Co., Ltd. Syscom Computer (Shenzhen)Co., Ltd. Xian Linan Computer Co., Ltd.(Xian Linan ) |
Nature of Activities Sales of computer software, hardware and related products. Investments in other businesses Diagnostic consulting for corporate management, domestic and foreign investment referral, and computerized design consulting Development and maintenance of software and other businesses Sales of computer software, hardware and related products. Information software, data processing and electronic information supply services Development and maintenance of software and other businesses Computer equipment software development, sales of selfdeveloped technical achievements services, computer system integration and network wiring engineering Development and manufacture of computer equipment and computer software; sale of self-manufactured products and provision of technical services |
Proportion of Ownership (%) March 31,2024 December 31,2023 March 31,2023 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 97.50% 97.50% 97.50% 92.47% 92.47% 91.40% 99.24% 99.24% 99.04% 86.60% 86.60% 86.60% 0.54% 0.54% 0.54% 98.27% 98.27% 98.27% 79.23% 74.38% 74.38% |
Proportion of Ownership (%) March 31,2024 December 31,2023 March 31,2023 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 97.50% 97.50% 97.50% 92.47% 92.47% 91.40% 99.24% 99.24% 99.04% 86.60% 86.60% 86.60% 0.54% 0.54% 0.54% 98.27% 98.27% 98.27% 79.23% 74.38% 74.38% |
Description |
|---|---|---|---|---|---|
| March 31,2024 100.00% 100.00% 97.50% 92.47% 99.24% 86.60% 0.54% 98.27% 79.23% |
December 31,2023 100.00% 100.00% 97.50% 92.47% 99.24% 86.60% 0.54% 98.27% 74.38% |
||||
| A A A A 、CA 、BA A A A 、D |
-
A. The subsidiaries are not significant subsidiaries. The financial statements have not been reviewed by CPAs.
-
B. In January
、February and August 2023, the Company acquired additional 14 thousand shares of Wisemaker Technology Co. from an unrelated party for $494 thousand; after the acquisition of further interests, the Company’s percentage of ownership in Wisemaker Technology Co. increased to 99.24%. -
C. In June and July 2023, the Company acquired additional 40 thousand shares of Syscom Computer (Thailand) Co.,Ltd. from an unrelated party for $108 thousand; after the acquisition of further interests, the Company’s percentage of ownership in Syscom Computer (Thailand) Co.,Ltd. increased to 92.47%.
-
D. Xian Lian increased its capital by US$1,500 thousand in February 2024, the Company subscribed for cash capital increase of indirect subsidiary, Xian Lian Company through SYSCOM. The investments amounted to US$1,300 thousand. The Company’s percentage of ownership in Xian Lian increased to 79.23%
-
(2) Subsidiaries excluded from the consolidated financial statements: None.
-
(3) Subsidiaries with material non-controlling interests: None.
-
Investments accounted for using the equity method
| Investments in associates Investments in joint ventures |
March 31, 2024 $ 11,882 55,706 $ 67,588 |
December 31, 2023 $ 12,432 55,426 $ 67,858 |
March 31, 2023 |
||
|---|---|---|---|---|---|
| $ 14,725 53,868 $ 68,593 |
-16-
(1) Investments in associates
| Investments in associates | ||||||
|---|---|---|---|---|---|---|
| March 31, | December 31, | March 31, | ||||
| 2024 | 2023 | 2023 | ||||
| Associates that is not | ||||||
| individually materiality | ||||||
| Unlisted companies | ||||||
| DBMaker Japan Inc. | $ | 11,882 |
$ | 12,432 |
$ | 14,725 |
| As at the end of the reporting period, the proportions | of ownership and voting rights in | |||||
| associates held by the Group were as | follows: | |||||
| March 31, | December 31, | March 31, | ||||
| Name of the company | 2024 | 2023 | 2023 | |||
| DBMaker Japan Inc. | 49.89% | 49.89% | 49.89% |
Refer to Table 4 “Information on Investees” for the nature of activities, principal place of business and country of incorporation of the associates.
(2) Investments in joint ventures
| Investments in joint ventures | |||||
|---|---|---|---|---|---|
| March 31, | December 31, | March 31, | |||
| 2024 | 2023 | 2023 | |||
| Joint venture that is not | |||||
| individually material | |||||
| CloudMaster Co., Ltd. |
$ 55,706 | $ |
55,426 |
$ |
53,868 |
| At the end of the reporting period, the proportion of ownership and voting rights in | |||||
| jointly controlled entity held by the Group was as follows: | |||||
| March 31, | December 31, | March 31, | |||
| 2024 | 2023 | 2023 | |||
| CloudMaster Co., Ltd. | 50.00% | 50.00% | 50.00% |
Refer to Table 4 “Information on Investees” for the nature of activities, principal place of business and country of incorporation of the Joint venture.
In March 2013, under the authorization of the Investment Commission of the Ministry of Economic Affairs, the Group incorporated CloudMaster under the joint venture agreement and had 50% of ownership. CloudMaster provides services in information software, data processing and electronic information. Under the joint venture agreement, in the meetings of the board of directors and the shareholders of CloudMaster, majority rule shall prevail. However, the Group’s seat in CloudMaster’s board of director does not exceed half of the board. Besides, under CloudMaster’s policies, significant strategic decisions should be made by unanimous agreement of the shareholders of both entities, and the Group has no right to obtain the variable rewards which is unavailable to CloudMaster’s shareholders and does not have direct ability to affect the rewards from investing in CloudMaster. As a result, the Group has no control over CloudMaster.
The investments accounted for using the equity method and the share of profit or loss and other comprehensive income of those investments were calculated based on the joint venture’s financial statements that have not been reviewed by CPAs.
13. Property, plant and equipment
| Property, plant and equipment | |||||
|---|---|---|---|---|---|
| Assets used by the Group Assets leased under operating leases |
March 31, 2024 $ 349,860 17,682 $ 367,542 |
December 31, 2023 $ 343,833 18,895 $ 362,728 |
March 31, 2023 |
||
| $ 327,867 22,494 $ 350,361 |
-17-
| (1) Assets used by the Group Land Computer equipment Buildings Maintenance equipment Leasehold improvements Others |
March 31, 2024 $ 123,235 107,229 44,603 56,635 9,807 8,351 $ 349,860 |
December 31, 2023 $ 122,712 110,685 44,785 46,323 10,596 8,732 $ 343,833 |
March 31, 2023 |
||
|---|---|---|---|---|---|
| $ 122,609 109,297 46,249 35,355 5,715 8,642 $ 327,867 |
Except for the recognition of depreciation expenses, the Group’s property, plant and equipment did not have significant addition, disposal and impairment for the three months ended March 31, 2024 and 2023.
Depreciation expenses were depreciated on a straight-line basis over the estimated useful life of the asset:
Buildings 39 to 60 years Maintenance equipment 6 years Computer equipment 3 to 6 years Leasehold improvements 3 to 10 years Others - Office equipment 3 to 8 years -Transportation equipment 5 years
(2) Assets leased under operating leases
| Leased equipment |
March 31, 2024 $ 17,682 |
December 31, 2023 $ 18,895 |
March 31, 2023 |
||
|---|---|---|---|---|---|
| $ 22,494 |
Operating leases relate to leases of equipment with lease terms between 1 to 3 years. The lessees do not have bargain purchase options to acquire the assets at the expiry of the lease periods.
The maturity analysis of lease payments receivable under operating lease payments was as follows:
| as follows: | |||||
|---|---|---|---|---|---|
| Year 1 Year 2 Year 3 |
March 31, 2024 $ 16,986 12,570 3 $ 29,559 |
December 31, 2023 $ 17,029 16,787 12 $ 33,828 |
March 31, 2023 |
||
| $ 17,286 16,926 12,532 $ 46,744 |
Except for the recognition of depreciation expenses, the Group’s Leased equipment did not have significant addition, disposal and impairment for the three months ended March 31, 2024 and 2023.
The equipment leased under operating leases are depreciated on a straight-line basis over 3 to 6 years estimated useful lives.
-18-
- Lease agreements (1) Right-of-use assets
| se agreements Right-of-use assets |
|||||
|---|---|---|---|---|---|
| Carrying amounts Buildings |
March 31, 2024 $ 83,227 |
December 31, 2023 $ 94,888 |
March 31, 2023 |
||
| $ 128,626 |
| Addition of right-of-use assets Depreciation charge for right-of-use assets Buildings |
For the Three Months | Ended March 31 | Ended March 31 | |
|---|---|---|---|---|
| 2024 $ 131 $ 12,147 |
2023 | |||
| $ 120,331 $ 12,424 |
Except for the aforementioned addition and recognized depreciation, the Group did not have significant sublease or impairment of right-of-use assets during the three months ended March 31, 2024 and 2023.
- (2) Lease liabilities
| Lease liabilities | |||||
|---|---|---|---|---|---|
| Carrying amounts Current Non-current |
March 31, 2024 $ 45,570 $ 38,442 |
December 31, 2023 $ 46,175 $ 49,503 |
March 31, 2023 |
||
| $ 47,652 $ 81,608 |
The ranges of discount rate for lease liabilities were 0.75%-7.64%, 0.75%-7.28% and 0.75%-5.31% per annum as of March 31, 2024, December 31, 2023 and March 31, 2023, respectively.
- (3) Material leasing activities and terms
As lessee, the Group leases buildings for the use as offices and dormitory with lease terms of 1 to 10 years. All lease contracts with lease terms over 5 years specify that lease payments will be adjusted every 5 years on the basis of changes in market rental rates. The Group does not have bargain purchase options to acquire the leasehold buildings at the end of the lease terms.
(4) Other lease information
Lease-out arrangements under operating leases for freehold property, plant, and equipment were set out in Note 13.
| equipment were set out in Note 13. | ||||
|---|---|---|---|---|
| Expenses relating to short-term leases Expenses relating to variable lease payments not included in the measurement of lease liabilities Total cash outflow for leases |
For the Three Months | Ended March 31 | ||
| 2024 $ 2,399 $ 138 $ 18,841) |
2023 | |||
( |
( |
$ 1,626 $ 89 $ 18,247) |
As lessee, the Group leases certain buildings and leasehold improvements which qualify as short-term leases. The Group has elected to apply the recognition exemption and thus, did not recognize right-of-use assets and lease liabilities for these leases.
-19-
15. Intangible assets
| ngible assets | |||||
|---|---|---|---|---|---|
| Goodwill Computer software |
March 31, 2024 $ 593 1,566 $ 2,159 |
December 31, 2023 $ 593 1,719 $ 2,312 |
March 31, 2023 |
||
| $ 593 2,239 $ 2,832 |
Except for the recognition of amortization expenses, the Group’s intangible assets did not have significant addition, disposal and impairment for the three months ended March 31, 2024 and 2023. Computer software is being depreciated on a straight-line basis and will be amortized over 1 to 10 years.
16.
Loans
| Loans | ||||||
|---|---|---|---|---|---|---|
| Unsecured borrowings Line of credit borrowings |
March 31, 2024 $ 180,808 |
December 31, 2023 $ 190,855 |
March 31, 2023 |
|||
| $ 189,881 |
The range of interest rates on bank revolving loans was 2.40%- 7.89%, 2.26%- 8.31% and 2.11%-7.37% per annum as of March 31,2024, December 31, 2023 and March 31,2023, respectively.
17.
Other payables
| Other payables | |||||
|---|---|---|---|---|---|
| Payables for dividend Payables for insurance Payables for salaries or bonus Payables for pension Payable for compensation of employees Payables for value-added tax Payables for annual leave Others |
March 31, 2024 $ 240,000 38,600 37,023 26,859 13,778 9,304 25 17,801 $ 383,390 |
December 31, 2023 $ - 19,569 298,098 16,183 10,300 43,128 1,529 29,186 $ 417,993 |
March 31, 2023 |
||
| $ - 27,640 50,118 20,191 12,924 6,821 747 15,794 $ 134,235 |
18. Retirement benefits plans
For the three months ended March 31, 2024 and 2023, relevant pension costs for defined benefit plans which were determined by the pension cost rates of actuarial valuation as of December 31, 2023 and 2022 were as follows:
| Operating costs Operating expenses |
For the Three Months | Ended March 31 | Ended March 31 | |
|---|---|---|---|---|
| 2024 $ 18 183 $ 201 |
2023 | |||
| $ 28 244 $ 272 |
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19. Equity
(1) Share capital - ordinary shares
| uity Share capital - ordinary shares |
||||||
|---|---|---|---|---|---|---|
| Number of authorized shares (in thousands) Amount of authorized shares Number of issued and fully paid shares (in thousands) Amount of issued and fully paid shares |
March 31, 2024 157,000 $ 1,570,000 100,000 $ 1,000,000 |
December 31, 2023 157,000 $ 1,570,000 100,000 $ 1,000,000 |
March 31, 2023 |
|||
| 157,000 $ 1,570,000 100,000 $ 1,000,000 |
Fully paid ordinary shares, which have a par value of $10, carry one vote per share and carry a right to dividends.
(2) Capital surplus
Such capital surplus arise from the difference between consideration paid or received and the carrying amount of the subsidiaries’ net assets during actual acquisition or disposal under equity transactions and from donated assets.
(3) Retained earnings and dividend policy
The shareholders of the Company held their regular meeting on June 13, 2023 and in that meeting, resolved the amendments to the Company’s Articles of Incorporation. Under the dividends policy as set forth in the Articles, where the Company made profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as legal reserve 10% of the remaining profit, unless the legal reserve has reached the Company’s total paid-up capital. The remaining profit shall be set aside or reverse a special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Company’s board of directors as the basis for proposing a distribution plan. The board of directors is authorized to adopt a special resolution to distribute dividends and bonuses in cash and a report of such distribution should be submitted in the shareholders’ meeting. However, other additional distribution should be resolved in the shareholders’ meeting for distribution of dividends and bonus to shareholders.
Under the dividends policy as set forth in the Articles before the amendments where the Company made profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as legal reserve 10% of the remaining profit, unless the legal reserve has reached the Company’s total paid-up capital. The remaining profit shall be set aside or reverse a special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Company’s board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for distribution of dividends and bonus to shareholders. For the policies on distribution of employees’ compensation and remuneration of directors, refer to “employee’s compensation and remuneration of directors ” in Note 21,(7).
The Company distributes both cash and share dividends, taking into account its profitability, future capital expenditure requirements and cash position. The distribution of cash dividends should not be less than 10% of the total dividends of the year. The Company may raise the percentage of cash dividend distribution only if the Company’s earnings and cash position are strong.
An appropriation of earnings to the legal reserve shall be made until the legal reserve equals the Company’s paid-in capital. The legal reserve may be used to offset deficits. If the Company has no deficit and the legal reserve has exceeded 25% of the Company’s paid-in capital, the excess may be transferred to capital or distributed in cash.
Pursuant to existing regulations, the Company is required to set aside additional special reserve equivalent to the net debit balance of the other equity interests. Any special reserve appropriated may be reversed to the extent that the net debit balance reverses and is thereafter distributed.
-21-
The appropriations of earnings for 2023 that were proposed by the board of directors on March 12, 2024 and the appropriations of earnings for 2022 that had been resolved by the shareholders in their meeting on June 13, 2023, were as follows:
| Legal reserve Cash dividends Cash dividends per share (NT$) |
2023 $ 27,613 $ 240,000 $ 2.4 |
2022 | ||
|---|---|---|---|---|
| $ 26,506 $ 220,000 $ 2.2 |
The appropriations for cash dividends were resolved by the Company’s board of directors, other additional distribution should be resolved in the shareholders’ meeting to be held on June 12, 2024.
(4)
- Special reserve
On the first-time adoption of IFRSs, the Company appropriated for special reserve, the amount that was the same as the cumulative translation differences transferred to retained earnings, which was $17,619 thousand.
-
(5) Other equity interests
-
A. Exchange differences on translation of financial statements of foreign operations
For the Three Months Ended March 31
| Balance at January 1 Exchange differences on translating the financial statements of foreign operations Share from associates and joint venture accounted for using the equity method Balance at March 31 |
2024 $ 9,900 ) 335 61) $ 9,626) |
2023 | ||
|---|---|---|---|---|
| ( ( ( |
( ( ( ( |
$ 10,592 ) 1,461 ) 40) $ 12,093) |
- B. Unrealized gain (loss) on financial assets at FVTOCI
| Unrealized gain (loss) on financial | assets | at FVTOCI | ||
|---|---|---|---|---|
| Balance at January 1 Unrealized gain - equity instruments Balance at March 31 |
For the Three Months | Ended March 31 | ||
| 2024 $ 21,628 5,108) $ 16,520 |
2023 | |||
( |
$ 14,339 3,141 $ 17,480 |
-22-
(6) Non-controlling interests
For the Three Months Ended March 31
| Balance at January 1 Share in loss for the period Other comprehensive income (loss) during the period Exchange difference on translating the financial statements of foreign operations Effective acquisition of partial interest in a subsidiary by the parent company (Note 11) Changes in ownership interests in subsidiaries (Note 24) Balance at March 31 Revenue Revenue from contracts with customers Contract revenue and revenue from sale of goods Revenue from rendering of services Rental income Rental income from equipment |
2024 $ 3,097 1,333 ) 180 - 10,008 $ 11,952 For the Three Months |
2023 | ||||
|---|---|---|---|---|---|---|
( |
$ 4,968 ( 440 ) ( 9 ) ( 189 ) - $ 4,330 Ended March 31 |
|||||
| 2023 | ||||||
| $ 903,691 338,793 4,437 $ 1,246,921 |
- Revenue
(1) Contract information
Revenue from contracts with customers
Contract revenue comes from rendering of computer software and hardware integration services according to contract, which is recognized by reference to the stage of completion of contract activity. The consideration promised is paid by customers based on the schedule in the contract.
Revenue from the sale of goods is recognized when performance obligations are satisfied. The performance obligations are satisfied when customers obtained control and right of use of the promised good and bear inventory risks.
Revenue from rendering of services
Revenue from rendering of services comes from maintenance services. The Group requires partial payments from the customers when the contract is signed. Revenue is recognized on a straight-line basis during the contract period.
-23-
| (2) Contract balances Accounts receivable (Note 9) Contract assets System integration services Less: Allowance for impairment loss Contract assets - current Contract liabilities System integration services |
March 31, 2024 $ 744,104 $ 683,474 - $ 683,474 $ 493,056 |
December 31, 2023 $ 1,425,698 $ 483,322 - $ 483,322 $ 465,330 |
March 31, 2023 |
|||
|---|---|---|---|---|---|---|
| $ 823,231 $ 429,489 - $ 429,489 $ 202,887 |
The changes in the balance of contract assets and contract liabilities primarily result from the timing difference between the Group’s performance and the respective customer’s payment. Except for adjustments resulting from the changes in the measure of progress, there was no significant change in the current period.
- (3) Revenue from contracts with customers For The Three Months Ended March 31, 2024
| Type of products or services Contract revenue and revenue from sale of goods Revenue from rendering of services Rental income |
Reportable segment | |||
|---|---|---|---|---|
| Business segments of the Company $ 1,031,045 336,070 4,269 $ 1,365,984 |
Business segments of the entities controlled bythe Company $ 28,127 5,382 - $ 33,509 |
Total | ||
| $ 1,059,172 336,052 4,269 $ 1,399,493 |
For the Three Months Ended March 31, 2023
| Type of products or services Contract revenue and revenue from sale of goods Revenue from rendering of services Rental income |
Reportable segment | |||
|---|---|---|---|---|
| Business segments of the Company $ 861,668 332,821 4,379 $ 1,198,868 |
Business segments of the entities controlled bythe Company $ 42,023 5,972 58 $ 48,053 |
Total | ||
| $ 903,691 338,793 4,437 $ 1,246,921 |
-24-
21. Net profit
- (1) Interest income
Net profit (1) Interest income |
||||
|---|---|---|---|---|
| Bank deposits (2) Other income Government grants Rental income Others (3) Other gains and losses Net foreign exchange gains Net gain on fair value changes of financial assets mandatorily classified as at FVTPL Others |
For the Three Months | Ended March 31 | ||
| 2024 $ 2,702 For the Three Months |
2023 | |||
| $ 2,505 Ended March 31 |
||||
| 2024 $ 10,350 1,786 2,792 $ 14,928 For the Three Months |
2023 | |||
| $ - 1,476 2,496 $ 3,972 Ended March 31 |
||||
| 2024 $ 3,563 1,641 121) $ 5,083 |
2023 | |||
( |
( |
$ 1,408 1,142 251) $ 2,299 |
| (4) Finance costs Interest on bank loans Interest on lease liabilities (5) Depreciation and amortization An analysis of depreciation by function Operating costs Operating expenses An analysis of amortization by function Operating expenses |
For the Three Months | Ended March 31 | Ended March 31 | |
|---|---|---|---|---|
| 2024 $ 3,476 533 $ 4,009 For the Three Months |
2023 | |||
| $ 3,135 710 $ 3,845 Ended March 31 |
||||
| 2024 $ 5,015 23,192 $ 28,207 $ 168 |
2023 | |||
| $ 5,448 22,668 $ 28,116 $ 170 |
-25-
(6) Employee benefits expenses
For the Three Months Ended March 31
| Short-term employee benefits Salary Labor and health Insurance Others Post-employment benefits (Note 18) Defined contribution plans Defined benefits plans Total employee benefits expense An analysis of employee benefits expense by function Operating costs Operating expenses |
2024 $ 274,271 40,230 17,497 331,998 16,186 201 16,387 $ 348,385 $ 139,958 208,427 $ 348,385 |
2023 | ||
|---|---|---|---|---|
| $ 257,711 37,212 11,777 306,700 14,931 272 15,203 $ 321,903 $ 140,276 181,627 $ 321,903 |
(7) Employees’ compensation and remuneration of directors According to the Articles of Incorporation of the Company, the Company accrued employees’ compensation at rates of no less than 3%. The employees’ compensation in the amounts of $3,478 thousand and $3,324 thousand, both representing 3% of net profit before tax for the three months ended March 31, 2024 and 2023, respectively. The Company did not accrue remuneration of directors for the three months ended March 31, 2024 and 2023.
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.
The appropriations of employees’ compensation and remuneration of directors for 2023 and 2022 that were resolved by the board of directors on March 12, 2024 and March 17, 2023, respectively. The employees’ compensation amounted to $10,300 thousand and $9,600 thousand, respectively. The Company did not accrue remuneration of directors for the years ended December 31, 2023 and 2022
There is no difference between the actual amounts of employees’ compensation and remuneration of directors paid and the amounts recognized in the financial statements for the years ended December 31, 2023 and 2022.
Information on the employees’ compensation resolved by the Company’s board of directors in 2024 and 2023 is available at the Market Observation Post System website of the Taiwan Stock Exchange.
-26-
22. Income tax
- (1) Income tax recognized in profit or loss
The major components of income tax expense were as follows:
| Current tax In respect of the current period Adjustments for prior years Deferred tax In respect of the current period Income tax expense recognized in profit or loss |
For the Three Months | Ended March 31 | Ended March 31 | |
|---|---|---|---|---|
| 2024 $ 22,525 1,099 3,168 $ 26,792 |
2023 | |||
| $ 20,675 - 2,365 $ 23,040 |
-
(2) Income tax assessments The Company’s and subsidiaries’ income tax returns have been assessed by the tax
-
authority are as follows:
| Income tax assessments The Company’s and subsidiaries’ income tax returns authority are as follows: |
have been assessed |
|---|---|
| Name of the company The Company Netmaker Technology Co., Ltd. Wisemaker Technology Co. Coach Technology Management Inc. |
Year of assessment |
| 2022 2022 2022 2021 |
23. Earnings per share
The earnings and weighted average number of ordinary shares outstanding in the computation of earnings per share were as follows:
Net profit for the period
| Net profit for the period | |||
|---|---|---|---|
| Earnings used in the computation of basic earnings per share Earnings used in the computation of diluted earnings per share Shares Weighted average number of ordinary shares used in the computation of basic earnings per share Effect of potentially dilutive ordinary shares: Employees’ compensation Weighted average number of ordinary shares used in the computation of diluted earnings per share |
For the Three Months | Ended March 31 2023 $ 84,431 $ 84,431 (Thousands shares) Ended March 31 2023 100,000 198 100,198 |
|
| 2024 $ 85,672 $ 85,672 For the Three Months |
|||
| 2024 100,000 203 100,203 |
|||
-27-
Since the Group offered to settle compensation paid to employees in cash or shares, the Group assumed the entire amount of the compensation 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.
24. Equity transactions with non-controlling interests
In Februrary 2024, the Group subscribed for new shares issued by Xian Linan Computer Co., Ltd. at a percentage different from its original ownership percentage, and consequently the shareholding in Xian Linan Computer Co., Ltd. increased. Please refer to Note 11.
The above transactions were accounted for as equity transactions, since the Group did not cease to have control over its subsidiary.
| cease to have control over its subsidiary. | ||
|---|---|---|
Consideration received The proportionate share of the carrying amount of the net assets of the subsidiary transferred to non-controlling interests Differences recognized from equity transactions Line items adjusted for equity transactions Unappropriated earnings |
Xian Linan Computer Co., Ltd. |
|
| $ 6,277 ( 10,008) ($ 3,731) ($ 3,731) |
25. Financial instruments
- (1) Fair value of financial instruments not measured at fair value
The Group’s management believes the carrying amounts of financial assets and financial liabilities recognized in the financial statements approximate their fair values. Therefore, the carrying amounts of balance sheet is a reasonable basis for estimating the fair value.
- (2) Fair value of financial instruments measured at fair value on a recurring basis Fair value hierarchy March 31, 2024
| Fair value hierarchy March 31, 2024 |
||||||||
|---|---|---|---|---|---|---|---|---|
| Financial assets at FVTPL Fund beneficial certificates Financial assets at FVTOCI Investments in equity instruments at FVTOCI Listed shares Unlisted shares Total December 31, 2023 Financial assets at FVTPL Fund beneficial certificates Financial assets at FVTOCI Investments in equity instruments at FVTOCI Listed shares Unlisted shares Total |
Level 1 $ 12,098 $ 26,323 - $ 26,323 Level 1 $ 10,457 $ 31,431 - $ 31,431 |
Level 2 $ - $ - - $ - Level 2 $ - $ - - $ - |
Level 3 $ - $ - 1,595 $ 1,595 Level 3 $ - $ - 1,595 $ 1,595 |
Total | ||||
| $ 12,098 $ 26,323 1,595 $ 27,918 Total |
||||||||
| $ 10,457 $ 31,431 1,595 $ 33,026 |
-28-
| March 31, 2023 Financial assets at FVTPL Fund beneficial certificates Investments in equity instruments at FVTOCI Investments in equity instruments at FVTOCI Listed shares Unlisted shares Total |
Level 1 $ 21,098 $ 27,283 - $ 27,283 |
Level 2 $ - $ - - $ - |
Level 3 $ - $ - 1,595 $ 1,595 |
Total | ||||
|---|---|---|---|---|---|---|---|---|
| $ 21,098 $ 27,283 1,595 $ 28,878 |
There were no transfers between Levels 1 and 2 for the three months ended March 31, 2024 and 2023.
- (3) Categories of financial instruments
| Financial assets Mandatorily classified as at FVTPL Financial assets at amortized cost (Note 1) Financial assets at FVTOCI Equity instruments Financial liabilities Financial liabilities at amortized cost (Note 2) |
March 31, 2024 $ 12,098 1,988,041 27,918 1,632,776 |
December 31, 2023 $ 10,457 2,742,050 33,026 2,062,512 |
March 31, 2023 |
|---|---|---|---|
| $ 21,098 1,995,059 28,878 1,566,129 |
-
Note 1: The balances include financial assets measured at amortized cost, which comprise cash and cash equivalents, debt investments, notes receivable, accounts receivable and other receivables.
-
Note 2: The balances include financial liabilities measured at amortized cost, which comprise short-term loans, notes payable, accounts payable and other payables.
(4) Financial risk management objectives and policies
The Group's major financial instruments include equity and debt investments, accounts receivable, accounts payable and lease liabilities. The Company’s Corporate Treasury function provides services to the business, coordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Company through internal risk reports which analyze exposures by degree and magnitude of risks. These risks include market risk (including currency risk and interest rate risk), credit risk and liquidity risk.
A. Market risk
The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates (see a. below) and interest rates see b. below).
-
a. Foreign currency risk
-
The Group have foreign currency sales and purchases, which exposes the
-
Group to foreign currency risk.
The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are set out in Note 29.
-29-
Sensitivity analysis
The Group is mainly exposed to USD.
The following details the Group’s sensitivity to a 10% increase and decrease in New Taiwan dollars (the functional currency) against the relevant foreign currencies. The sensitivity rate of 10% used when reporting foreign currency risk internally to key management personnel and representing management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis included only outstanding foreign currency denominated monetary items and foreign currency forward contracts designated as cash flow hedges and adjusts their translation at the end of the reporting period for a 10% change in foreign currency rates. For the three months ended March 31, 2024 and 2023, there would be an increase of $6,768 thousand and $9,036 thousand, respectively, in pre-tax profit associated with New Taiwan dollars strengthen 10% against USD. For a 10% weakening of New Taiwan dollars against USD, there would be an equal and opposite impact on pre-tax profit and the balances would be negative. The effect of exchange rate changes was mainly attributable to the exposure outstanding on USD cash, payables and borrowings, which were not hedged at the end of the reporting period.
b. Interest rate risk
The Group is exposed to interest rate risk because the Group borrow funds at both fixed and floating interest rates. The risk is managed by the Group by maintaining an appropriate mix of fixed and floating rate borrowings. The carrying amounts of the Group's financial assets and financial liabilities with exposure to interest rates at the end of the reporting period were as follows:
| as follows: | |||
|---|---|---|---|
| Fair value interest rate risk - Financial assets - Financial liabilities Cash flow interest rate risk - Financial assets - Financial liabilities |
March 31, 2024 $ 703,715 84,012 516,226 180,808 |
December 31, 2023 $ 786,099 95,678 506,639 190,855 |
March 31, 2023 |
| $ 882,551 146,260 275,676 172,881 |
Sensitivity analysis
The sensitivity analysis below was determined based on the Group’s exposure to interest rates for non-derivative instruments at the end of the reporting period. For floating rate liabilities, the analysis was prepared assuming the amount of each liability outstanding at the end of the reporting period was outstanding for the whole year. A 25 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.
If interest rates had been 1 basis points higher/lower and all other variables were held constant, the Group’s pre-tax profit for the three months ended March 31, 2024 and 2023 would increase/decrease by $210 thousand and $64 thousand, respectively.
- B. Credit risk
Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group. As at the end of the reporting period, the Group’s maximum exposure to credit risk, which would cause a financial loss to the Group due to the failure of counterparties to discharge its obligation and
-30-
due to the financial guarantees provided by the Group, could arise from the carrying amount of the respective recognized financial assets as stated in the balance sheets. The Group adopted a policy of only dealing with creditworthy counterparties. Before trading with new customers, the Group assessed the credit quality of potential customer by internal credit checking and set the credit limit which is reassessed annually.
- C. Liquidity risk
The Group manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Group’s operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.
The Group relies on bank borrowings as a significant source of liquidity. As of March 31, 2024, December 31, 2023, and March 31, 2023, the Group had available unutilized short-term bank loan facilities set out in b. below.
- a. Liquidity and interest risk rate table for non-derivative financial liabilities
The following table details the Group’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The table has been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Group can be required to pay. The table included both interest and principal cash flows. Specifically, bank loans with a repayment on demand clause were included in the earliest time band regardless of the probability of the banks choosing to exercise their rights. The maturity dates for other non-derivative financial liabilities were based on the agreed repayment dates.
March 31, 2024
| N | on-derivative financial liabilities on-interest bearing ease liabilities ariable interest rate liabilities |
Payment on demand or less than 1 month $ - 4,170 15,513 $ 19,683 |
1~3 months |
3 | months~1year $ - 34,957 62,184 $ 97,141 |
1~5years$ - 39,104 - $ 39,104 |
M | ore than 5years | ||
|---|---|---|---|---|---|---|---|---|---|---|
| $ 1,450,457 8,224 107,169 $ 1,565,850 |
$ - - - $ - |
|||||||||
| N L V |
Further information about the maturity analysis for lease liabilities was as follows:
| follows: | |||||
|---|---|---|---|---|---|
Lease liabilities |
Less than 1year $ 47,351 |
1 to 5years $ 39,104 |
5 to 10years | ||
| $ - |
December 31, 2023
| N | on-derivative financial liabilities on-interest bearing ease liabilities ariable interest rate liabilities |
Payment on demand or less than 1 month $ - 4,208 26,664 $ 30,872 |
1~3 months |
3 | months~1year $ - 35,575 115,673 $ 151,248 |
1~5years$ - 50,404 - $ 50,404 |
M | ore than 5years | ||
|---|---|---|---|---|---|---|---|---|---|---|
| $ 1,870,360 8,360 53,049 $ 1,931,769 |
$ - - - $ - |
|||||||||
| N L V |
Further information about the maturity analysis for lease liabilities was as follows:
| follows: | |||||
|---|---|---|---|---|---|
Lease liabilities |
Less than 1year $ 48,143 |
1 to 5years $ 50,404 |
5 to 10years | ||
| $ - |
-31-
March 31, 2023
| N | on-derivative financial liabilities on-interest bearing ease liabilities ariable interest rate liabilities ixed interest rate liabilities |
Payment on demand or less than 1 month $ - 4,285 969 31 $ 5,285 |
1~3 months$ 1,375,137 8,417 74,490 17,025 $ 1,475,069 |
3 | months~1year $ - 37,189 101,306 - $ 138,495 |
1~5years$ - 83,087 - - $ 83,087 |
M | ore than 5years | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
| $ - - - - $ - |
|||||||||||
| N L V F |
Further information about the maturity analysis for lease liabilities was as follows:
==> picture [354 x 25] intentionally omitted <==
The amounts included above for variable interest rate instruments for both non-derivative financial assets and liabilities is subject to change if changes in variable interest rates differ from those estimates of interest rates determined at the end of the reporting period.
b. Financing facilities
| Financing facilities | ||||||
|---|---|---|---|---|---|---|
| Unsecured bank financing facilities, reviewed annually and payable on demand: Amount used Amount unused |
March 31, 2024 $ 886,546 1,865,598 $ 2,752,144 |
December 31, 2023 $ 918,091 1,874,583 $ 2,792,674 |
March 31, 2023 |
|||
| $ 576,425 1,606,584 $ 2,183,009 |
26. Related Party Transactions
Transactions and balances between the Company and its subsidiaries, which were related parties of the Company, had been eliminated on consolidation and are not disclosed in this note. Besides as disclosed elsewhere in the other notes, details of transactions between the Group and other related parties were disclosed below.
- (1) Related-party and its relationship
Related party Relationship Furly Investment Co., Ltd.(Furly Substantive related party Investment) Chuan Gao Investment Co., Ltd.(Chuan Substantive related party Gao Investment) Welida Investment Co., Ltd. Substantive related party DBMaker Japan Inc. Associate CloudMaster Co., Ltd. Joint ventures
- (2) Operating revenue (sales, maintenance and rental revenue)
For the Three Months Ended March 31
| Related PartyCategories Associate Joint ventures |
2024 $ 2,599 1,436 $ 4,035 |
2023 | ||
|---|---|---|---|---|
| $ 6,390 422 $ 6,812 |
-32-
- (3) Operating costs (including sales, services and rental)
For the Three Months Ended March 31
| (4) | Related PartyCategories 2024 Joint ventures $ - Receivables from related parties (excluding loans to related parties) Line Item Related Party Categories March 31, 2024 December 31, 2023 Accounts receivable Associate $ 12,103 $ 15,160 Joint ventures 1,503 247 $ 13,606 $ 15,407 |
Related PartyCategories 2024 Joint ventures $ - Receivables from related parties (excluding loans to related parties) Line Item Related Party Categories March 31, 2024 December 31, 2023 Accounts receivable Associate $ 12,103 $ 15,160 Joint ventures 1,503 247 $ 13,606 $ 15,407 |
Related PartyCategories 2024 Joint ventures $ - Receivables from related parties (excluding loans to related parties) Line Item Related Party Categories March 31, 2024 December 31, 2023 Accounts receivable Associate $ 12,103 $ 15,160 Joint ventures 1,503 247 $ 13,606 $ 15,407 |
Related PartyCategories 2024 Joint ventures $ - Receivables from related parties (excluding loans to related parties) Line Item Related Party Categories March 31, 2024 December 31, 2023 Accounts receivable Associate $ 12,103 $ 15,160 Joint ventures 1,503 247 $ 13,606 $ 15,407 |
Related PartyCategories 2024 Joint ventures $ - Receivables from related parties (excluding loans to related parties) Line Item Related Party Categories March 31, 2024 December 31, 2023 Accounts receivable Associate $ 12,103 $ 15,160 Joint ventures 1,503 247 $ 13,606 $ 15,407 |
2023 | 2023 | |
|---|---|---|---|---|---|---|---|---|
| $ 4 March 31, 2023 |
||||||||
| Accounts receivable |
Associate Joint ventures |
$ 12,103 1,503 $ 13,606 |
$ 3,029 436 $ 3,465 |
The outstanding accounts receivable from related parties are unsecured. For the three months ended March 31, 2024 and 2023, no impairment loss was recognized on accounts receivable from related parties.
| receivable from related parties. | |||
|---|---|---|---|
| (5) | Payables to related parties (excluding loans from related parties) Line Item Related Party Categories March 31, 2024 December 31, 2023 Accounts Associate $ 1,174 $ 1,206 payable Joint ventures 5 1,500 Substantive related party - 9 $ 1,179 $ 2,715 |
March 31, 2023 |
|
| $ 1,694 10 - $ 1,704 |
The outstanding accounts payable from related parties are unsecured.
- (6) Acquisitions of property, plant and equipment
| (6) | Acquisitions of property, plant and equipment | ment | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (7) | For the Three Months Ended March 31 Related PartyCategories 2024 2023 Associate $ 1,454 $ - Lease agreement For the Three Months Ended March 31 Related Party Categories /Name 2024 2023 Acquisition of Substantive related party right-of-use Chuan Gao Investment $ - $ 68,488 assets Furly Investment - 51,843 $ - $ 120,331 Line Item Related Party Categories /Name March 31, 2024 December 31, 2023 March 31, 2023 Lease liabilities Substantive related party Chuan Gao Investment $ 44,586 $ 50,483 $ 68,452 Furly Investment 30,637 34,923 47,646 $ 75,223 $ 85,406 $ 116,0984 For the Three Months Ended March 31 Line Item Related Party Categories /Name 2024 2023 Finance costs Substantive related party Chuan Gao Investment $ 236 $ 359 Furly Investment 168 257 $ 404 $ 616 |
For the Three Months | Ended March 31 | |||||||
| 2023 | ||||||||||
| $ | $ - Ended March 31 |
|||||||||
| 2023 | ||||||||||
| $ | 68,488 51,843 120,331 March 31, 2023 |
|||||||||
| $ | ||||||||||
| $ 68,452 47,646 $ 116,0984 Ended March 31 |
||||||||||
| 2024 $ 236 168 $ 404 |
2023 | |||||||||
| Finance costs | $ 359 257 $ 616 |
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(8) Rental expenses
For the Three Months Ended March 31
| Line Item Operating expenses |
Related Party Categories/Name Substantive related party Chuan Gao Investment Furly Investment |
2024 $ 1,589 403 $ 1,992 |
2023 | ||
|---|---|---|---|---|---|
| $ 1,006 335 $ 1,341 |
- (9) Rental revenue
For the Three Months Ended March 31
| Line Item Other income |
Related Party Categories/Name Joint venture Cloudmaster Co., Ltd. |
2024 $ 414 |
2023 | ||
|---|---|---|---|---|---|
| $ 478 |
- (10) Compensation of key management personnel
For the Three Months Ended March 31
| Short-term employee benefits Post-employment benefits |
2024 $ 62,880 3,270 $ 66,150 |
2023 | ||
|---|---|---|---|---|
| $ 62,396 3,202 $ 65,598 |
The remuneration of directors and key executives was determined by the remuneration committee based on the performance of individuals and market trends.
27. Assets Pledged as Collateral
The assets pledged as collaterals for system design contract, bank loans and for product warranty were as follows:
| warranty were as follows: | |||||
|---|---|---|---|---|---|
| Pledge deposits (classified as financial assets at amortized cost) |
March 31, 2024 $ 321,148 |
December 31, 2023 $ 326,433 |
March 31, 2023 |
||
| $ 227,598 |
28. Significant Contingent Liabilities and Unrecognized Commitments
As of March 31, 2024, for the contracts with customers, the Group issued guarantee notes and had bank guarantee amounting to $120,642 thousand and $705,738 thousand, respectively
29. Significant Assets and Liabilities Denominated in Foreign Currencies
The Group’s significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than functional currencies and the related exchange rates between foreign currencies and respective functional currencies were as follows: March 31, 2024
| March 31, 2024 | |||
|---|---|---|---|
| Financial assets Monetary items USD Non-monetary item JPY Financial liabilities Monetary items USD |
Foreign currency $ 3,568 56,179 5,683 |
Exchange rate 32.00 0.2115 32.00 |
Carryingamount |
| $ 114,175 11,882 181,852 |
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December 31, 2023
| December 31, 2023 | |||
|---|---|---|---|
| Financial assets Monetary items USD Non-monetary items JPY Financial liabilities Monetary items USD March 31, 2023 Financial assets Monetary items USD Non-monetary items JPY Financial liabilities Monetary items USD |
Foreign currency $ 3,090 57,237 5,590 Foreign currency $ 2,862 64,356 5,829 |
Exchange rate 30.705 0.2172 30.705 Exchange rate 30.45 0.2288 30.45 |
Carryingamount |
| $ 94,864 12,432 171,642 Carryingamount |
|||
| $ 87,136 14,725 177,491 |
The significant realized and unrealized foreign exchange gains (losses) were as follows: For the Three Months Ended March 31
| Foreign currency USD USD |
2024 | Net exchange (loss) gain $ 3,493 281 |
2023 | |
|---|---|---|---|---|
| Exchange rate 31.448(USD: NTD) 7.103(USD: RMB) |
Exchange rate 30.595(USD: NTD) 6.842(USD: RMB) |
Net exchange (loss) gain |
||
| ( $ 453 ) 1,859 |
-
Separately Disclosed Items
-
(1) Information on significant transactions:
-
A. Financing provided to others: None.
-
B. Endorsements/guarantees provided (Table 1).
-
C. Marketable securities held (excluding investment in subsidiaries, associates and joint ventures) (Table 2).
-
D. Marketable securities acquired and disposed of at costs or prices at least NT$300 million or 20% of the paid-in capital: None.
-
E. Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital: None.
-
F. Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital: None.
-
G. Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital: None.
-
H. Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: None.
-
I. Trading in derivative instruments: None.
-
J. Other: Intercompany relationships and significant intercompany transactions: (Table 3).
-
-
(2) Information on investees: (Table 4).
-35-
-
(3) Information on investments in Mainland China:
-
A. Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, investment income or loss, carrying amount of the investment at the end of the period, repatriations of investment income, and limit on the amount of investment in the mainland China area (Table 5).
-
B. Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses: None.
-
a. The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period.
-
b. The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period.
-
c. The amount of property transactions and the amount of the resultant gains or losses.
-
d. The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes.
-
e. The highest balance, the end of period balance, the interest rate range, and total current period interest with respect to financing of funds.
-
f. Other transactions that have a material effect on the profit or loss for the year or on the financial position, such as the rendering or receipt of services.
-
-
-
(4) Information of major shareholders: list all shareholders with ownership of 5% or greater showing the name of the shareholder, the number of shares owned, and percentage of ownership of each shareholder:(Table 6).
-
Segment Information
Information reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance focuses on the types of goods or services delivered or provided. The Group’s reportable segments were the operating segments of the Company and the entities controlled by the Company.
(1) Segment revenue and results
| Reportable segment Business segments of the Company Business segments of the entities controlled by the Company Elimination of inter-segment revenue Total of reportable segments Non-operating income and expense Net profit before tax |
Segment revenue For the Three Months Ended March 31 2024 2023 $ 1,366,474 $ 1,200,401 39,188 55,149 6,169) ( 8,629) $ 1,399,493 $ 1,246,921 |
Segment revenue For the Three Months Ended March 31 2024 2023 $ 1,366,474 $ 1,200,401 39,188 55,149 6,169) ( 8,629) $ 1,399,493 $ 1,246,921 |
Segmentprofit or loss | Segmentprofit or loss | |
|---|---|---|---|---|---|
| For the Three Months Ended March 31 |
|||||
| 2024 $ 1,366,474 39,188 6,169) $ 1,399,493 |
2024 $ 106,931 ( 14,844 ) 223 92,310 18,821 $ 111,131 |
2023 | |||
( |
( |
$ 109,952 ( 7,442 ) 237 102,747 4,284 $ 107,031 |
Segment revenue reported above represents revenue generated from external customers and inter-segment transactions.
-36-
(2) Total segment assets and liabilities
| Segment assets Business segments of the Company Business segments of the entities controlled by the Company Total Segment liabilities Business segments of the Company Business segments of the entities controlled by the Company Total |
March 31, 2024 $ 3,912,821 383,755 $ 4,296,576 $ 2,091,588 241,722 $ 2,333,310 |
December 31, 2023 $ 4,484,930 361,340 $ 4,846,270 $ 2,474,375 254,591 $ 2,728,966 |
March 31, 2023 |
|||
|---|---|---|---|---|---|---|
| $ 3,798,385 385,542 $ 4,183,927 $ 1,782,318 261,484 $ 2,043,802 |
-37-
SYSCOM COMPUTER ENGINEERING CO. AND SUBSIDIARIES Endorsements/Guarantees Provided
For the Three Months Ended March 31, 2024
| Table 1 | (In Thousands of New Taiwan Dollars and U.S Dollars/Foreign Currency) | (In Thousands of New Taiwan Dollars and U.S Dollars/Foreign Currency) | (In Thousands of New Taiwan Dollars and U.S Dollars/Foreign Currency) | (In Thousands of New Taiwan Dollars and U.S Dollars/Foreign Currency) | (In Thousands of New Taiwan Dollars and U.S Dollars/Foreign Currency) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| No. | Endorser/ Guarantor |
Endorsee/ Guarantee |
Limits on Endorsement/ Guarantee Given on Behalf of Each Party |
Maximum Amount Endorsed/ Guaranteed During the Period |
Outstanding Endorsement/ Guarantee at the End of the Period (Note 1) |
Actual Borrowing Amount |
Amount Endorsed/ Guaranteed by Collateral |
Ratio of Accumulated Endorsement /Guarantee to Net Equity in Latest Financial Statements (%) |
Aggregate Endorsement/ Guarantee Limit |
Endorsement /Guarantee Given by Parent on Behalf of Subsidiaries |
Endorsement /Guarantee Given by Subsidiaries on Behalf of Parent |
Endorsement /Guarantee Given on Behalf of Companies in Mainland China |
|
| Name | Relationship | ||||||||||||
| 0 | Syscom Computer Engineering Co. |
Syscom Computer (Shenzhen) Co., Ltd. Xian Linan Computer Co., Ltd. Netmaker Technology Co., Ltd. Coach Technology Management Inc. |
Indirect subsidiary Indirect subsidiary Subsidiaries Subsidiaries |
20% of the net worth $390,263 Same as above Same as above Same as above |
$ 294,400 ( USD 9,200 ) 42,400 ( USD 1,325 ) 85,000 15,000 |
$ 294,400 ( USD 9,200 ) 23,200 ( USD 725 ) 85,000 15,000 |
$ 166,400 ( USD 5,200 ) 12,408 ( USD 388 ) 2,000 - |
$ - - - - |
15.09 1.19 4.36 0.77 |
50% of the net worth $975,657 Same as above Same as above Same as above |
Yes Yes Yes Yes |
No No No No |
Yes Yes No No |
Note : The above amounts were translated into New Taiwan dollar at the prevailing exchange rate as of March 31, 2024.
-38-
SYSCOM COMPUTER ENGINEERING CO. AND SUBSIDIARIES Marketable Securities Held March 31, 2024
Table 2
(In Thousands of New Taiwan Dollars and in thousands of Shares (Thousands of Units))
| Holding Company Name | Type and name of marketable securities | Relationship with the Holding Company |
Financial Statement Account | March 31, 2024 | March 31, 2024 | Note | ||
|---|---|---|---|---|---|---|---|---|
| Number of shares/units |
Carrying amount | Percentage of Ownership (%) |
Fair value | |||||
| SYSCOM COMPUTER ENGINEERING CO. Coach Technology Management Inc. |
Beneficial certificates Yuanta Japan Leaders Equity Fund Stocks Engsound Technical Enterprise Co., Ltd. Turn Cloud Technology Service Inc. Shin Kong Financial Holding Co., Ltd. Dimension Computer Technology Co., Ltd. Beneficial certificates Fuh Hwa Money Market Fund |
------ |
Financial assets at fair value through profit or loss - current Financial assets at fair value through other comprehensive income - non-current Financial assets at fair value through other comprehensive income - non-current Financial assets at fair value through other comprehensive income - non-current Financial assets at fair value through other comprehensive income - non-current Financial assets at fair value through profit or loss - current |
1,000 273 195 166 2 31 |
$ 11,640 1,595 24,915 1,340 68 458 |
- 9.09 0.90 - - - |
$ 11,640 1,595 24,915 1,340 68 458 |
Note 1: The securities referred to in this table include stocks, bonds, mutual funds and securities derived from the above - mentioned items within the scope of International Financial Reporting Standard No. 9 “Financial Instruments”. Note 2: The above shares or certificates were not provided as guarantee.
-39-
SYSCOM COMPUTER ENGINEERING CO. AND SUBSIDIARIES
Intercompany Relationships and Significant Intercompany Transactions and Subsidiary and Between Subsidiaries For the Three Months Ended March 31, 2024
Table 3
(In Thousands of New Taiwan Dollars)
| No. | Name of the trader | Counterparty of the transaction | Relationship with the trader (Note) |
Transaction details | Transaction details | ||
|---|---|---|---|---|---|---|---|
| Account on the financial statements | Amount | Trading terms | As a percentage of consolidated total revenue or total assets |
||||
| 0 | The Company The Company The Company The Company |
Netmaker Technology Co. Wisemaker Technology Co. Wisemaker Technology Co. Wisemaker TechnologyCo. |
1 1 1 1 |
Prepayment for purchases Accounts payable Cost of goods sold Maintenance costs |
$ 1,519 2,459 5,571 1,214 |
General trading terms General trading terms General trading terms General tradingterms |
- - - |
Note: 1.Parent to subsidiary.
.
-40-
SYSCOM COMPUTER ENGINEERING CO. AND SUBSIDIARIES Information on Investees March 31, 2024
Table 4
(In Thousands of New Taiwan Dollars/Thousands of Shares)
| Investor Company | Investee Company | Location | Main Businesses and Products | Original investment amount | Original investment amount | As of March 31,2024 | As of March 31,2024 | As of March 31,2024 | Net Income (Loss) of the Investee(Note) |
Share of Profit (Loss) | Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| March 31, 2024 | December 31, 2023 | Number of Shares (Thousands) |
Percentage of Ownership |
Carrying amount |
|||||||
| SYSCOM COMPUTER ENGINEERING CO. Coach Technology Management Inc. |
Coach Technology Management Inc. Casemaker Inc. SYSCOM INTERNATIONAL INC. Netmaker Technology Co., Ltd. Wisemaker Technology Co. DBMaker Japan, Inc. Syscom Computer(Thailand)Co., Ltd. Cloudmaster Co., Ltd. Syscom Computer(Thailand)Co., Ltd. |
Taipei City California, U.S.A. Cayman Islands Taipei City Taipei City Tokyo, Japan Thailand Taipei City Thailand |
Diagnostic consulting for corporate management, domestic and foreign investment referral, and computerized design consulting. Sales of computer software, hardware and related products. Investments in other businesses Information software, data processing and electronic information supply services Sales of computer software, hardware and related products. Development and sales of computer system software and hardware Development and maintenance of software and other businesses Information software, data processing and electronic information supply services Development and maintenance of software and other businesses |
$ 19,200 USD 1,300 USD 7,400 18,763 42,191 JPY 53,260 THB 33,014 65,000 THB 200 |
$ 19,200 USD 1,300 USD 6,050 18,763 42,191 JPY 53,260 THB 33,134 65,000 THB 200 |
1,950 1,300 7,400 2,858 2,679 5 3,400 6,500 20 |
97.50 100.00 100.00 86.60 99.24 49.89 92.47 50.00 0.54 |
$ 6,272 102,416 ( 72,349 ) 34,584 57,431 11,882 2,941 55,706 17 |
( $ 286 ) ( 1,095 ) ( 10,113 ) ( 1,223 ) ( 2,777 ) ( 450 ) ( 3) 682 ( 3) |
( $ 278 ) ( 1,095 ) ( 10,113 ) ( 1,059 ) ( 2.756 ) ( 224) ( 3) 341 Not applicable |
Subsidiaries Subsidiaries Subsidiaries Subsidiaries Subsidiaries Investee accounted for using the equity method Subsidiaries Investee accounted for using the equity method Subsidiaries |
Note: The foreign currency amount of the net income of the investee is expressed in New Taiwan dollars at the average exchange rate of the three months ended March 31,2024.
-41-
SYSCOM COMPUTER ENGINEERING CO. AND SUBSIDIARIES Information on Investments in Mainland China
For the Three Months Ended March 31, 2024
Table 5
(In Thousands of New Taiwan Dollars/foreign currency)
| Investee Company | Main Businesses and Products |
Paid-in capital | Method of Investment |
Accumulated Outward Remittance for Investment from Taiwan as of January1,2024 |
Accumulated Outward Remittance for Investment from Taiwan as of January1,2024 |
Remittance of Funds |
Remittance of Funds |
Accumulated Outward Remittance for Investment from Taiwan as of March 31,2024 |
Net Income (Loss) of the Investee |
% Ownership of Direct or Indirect Investment |
Investment Gain (Loss) |
Carrying Amount as of March 31, 2024 |
Accumulated Repatriation of Investment Income as of March 31, 2024 |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outward | Inward | |||||||||||||
| Syscom Computer (Shenzhen)Co., Ltd. Xian Linan Computer Co., Ltd. |
Computer equipment software development, sales of self-developed technical achievements services, computer system integration and network wiring engineering. Development and manufacture of computer equipment and computer software; sale of self-manufactured products and provision of technical services. |
$ 144,000 ( USD 4,500 ) 121,600 ( USD 3,800 ) |
Note 1 Note 1 |
$ ( USD ( USD |
133,440 4,170 ) 48,576 1,518 ) |
$ - 41,600 ( USD 1,300 ) |
$ - - |
$ 133,440 ( USD 4,170 ) 90,176 ( USD 2,818 ) |
( $ 6,952 ) (( USD 221)) (Note 2) ( 4,632 ) ( (USD 147 )) (Note 2) |
98.27% 79.23% |
( $ 6,832 ) ( (USD 217 )) (Note 2) ( 3,612 ) ( (USD 115)) (Note 2) |
( $ 107,158 ) ( (USD 3,349)) (Note 2) 29,309 ( USD 916 ) (Note 2) |
$ - - |
|
| Accumulated Outward Remittance for Investment in Mainland China as of March 31,2024 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on the Amount of Investment Stipulated by Investment Commission, MOEA (Note 3) |
||||||||||||
| $ 223,616 (USD 6,988) |
$ 223,616 (USD 6,988) (Note 1(II)) |
$ 1,170,788 | ||||||||||||
| 13,958 (USD 436) (Note 1(I)) |
Note 1: Investment methods are classified into the following two categories:
(1) An investee of CASEMaker, Inc., a wholly owned subsidiary of Syscom Computer Engineering Company and capital increase from capital surplus.
(2) An investee of Syscom International Inc., a wholly owned subsidiary of Syscom Computer Engineering Company.
Note 2: Amount was recognized based on the financial statements which were not reviewed by CPAs on March 31, 2024.
Note 3: According to the "Principles for the Review of Investment or Technical Cooperation in the Mainland Area" stipulated by the Investment Commission of the Ministry of Economic Affairs (MOEAIC), the upper limit is calculated as follows: 60% of the shareholders’ equity = $1,951,314 × 60% = $1,170,788
Note 4: The foreign currency amounts of original investment amount and carrying value are expressed in New Taiwan dollars at exchange rate as of March 31, 2024. The foreign currency amount of net income is expressed in New Taiwan dollars at average exchange rate for the three months ended March 31, 2024.
-42-
SYSCOM COMPUTER ENGINEERING CO. Information on major shareholders March 31, 2024
Table 6
| Table 6 | ||
|---|---|---|
| Name of major shareholder | Shareholding | |
| Number of shares held | Shareholding percentage |
|
| Jui-Fu Liu Chi-Shan Liu Su-Chen Yang |
18,346,787 7,598,911 7,256,001 |
18.35% 7.60% 7.26% |
Note: The information of major shareholders presented in this table is provided by the Taiwan Depository & Clearing Corporation based on the number of ordinary shares and preferred shares held by shareholders with ownership of 5% or greater, that have been issued without physical registration (including treasury shares) by the Corporation as of the last business day for the current quarter. The share capital in the parent company only financial statements may differ from the actual number of shares that have been issued without physical registration because of different preparation basis.
-43-