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T3EX — Audit Report / Information 2020
Dec 22, 2020
52176_rns_2020-12-22_a5d4ce86-38af-472a-81b6-96cf97a71ee6.pdf
Audit Report / Information
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Stock Code:2636
T3EX GLOBAL HOLDINGS CORP.
Parent Company Only Financial Statements
with Independent Auditors ’ Report For the Years Ended December 31, 2020 and 2019
Address: 12 F, No.563, Sec. 4 Zhougxiao E. Rd., Xinyi Dist., Taipei City, R.O.C Telephone: (02)2753-2093
The independent auditors’ report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and financial statements, the Chinese version shall prevail.
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Table of contents
| Contents 1. Cover Page 2. Table of Contents 3. Independent Auditors’Report 4. Balance Sheets 5. Statements of Comprehensive Income 6. Statements of Changes in Equity 7. Statements of Cash Flows 8. Notes to the Financial Statements (1) Company history (2) Approval date and procedures of the financial statements (3) New standards, amendments and interpretations adopted (4) Summary of significant accounting policies (5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty (6) Explanation of significant accounts (7) Related-party transactions (8) Pledged assets (9) Commitments and contingencies (10) Losses Due to Major Disasters (11) Subsequent Events (12) Other (13) Other disclosures (a) Information on significant transactions (b) Information on investees (c) Information on investment in mainland China (d) Major shareholders (14) Segment information 9. Details of significant accounts |
Page | |
|---|---|---|
1 2 3 4 5 6 7 8 8 8 9~22 22~23 23~50 50~52 52 52 53 53 53 54~56 56~57 57~58 58 58 58~62 |
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Independent Auditors ’ Report
To the Board of Directors of T3EX Global Holdings Corp.: Opinion
We have audited the financial statements of T3EX Global Holdings Corp. (“the Company”), which comprise the balance sheets as of December 31, 2020 and 2019, the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audit of the financial statements as of and for the year ended December 31, 2020 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, and the auditing standards generally accepted in the Republic of China. Furthermore, we conducted our audit of the financial statements as of and for the year ended December 31, 2019 in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants, Rule No. 1090360805 issued by the Financial Supervisory Commission, and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors ’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
1. Revenue recognition
Please refer to Note 4(m) "Revenue recognition" of financial statement and Note 6(q) "Revenue from contracts with customers" for the details of operating revenues of financial statements.
Description of key audit matter:
T3EX Global Holdings Corp. is an industrial holding company. Its main operating revenue is from the share of profit of associates accounted for using the equity method and the services revenue from subsidiaries by providing management services. We expect that its revenue recognition is the matter to the users of the financial statements. Consequently, this is one of the key assessment areas in our audit on parent-company-only financial statements of T3EX Global Holding Corp.
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How the matter was addressed in our audit:
Understanding the internal control on revenue recognition applied by the management and assessing whether its revenue recognition had been carried out in accordance with the established accounting policy; checking whether T3EX Global Holdings Corp. had calculated and recognized the share of profits and losses of its subsidiaries and associates by using the equity method; comparing the differences between the investment cost and the net equity of its subsidiaries and associates, to ensure that they had been properly handled. Issuing confirmation letter to T3EX Global Holdings Corp.’s subsidiaries to inquire the amount of the management services fee.
2. Equity method investees impairment assessment
Please refer to Note 4(l) "Impairment of non-financial assets" for accounting policies, Note 5 "assumptions on the accounting estimates and assumptions of the impairment of Equity method investees" and Note 6 (e) for the details of Equity method investees in the financial statements.
Description of key audit matter:
The goodwill and other intangible assets arising from acquisition transactions booked as the investment under the equity method of parent-company-only financial statements. The accounting policy applying to the goodwill and other intangible assets arising from acquisition transactions is with the uncertainty estimation. Consequently, this is one of the key assessment areas in our audit on parent-company-only financial statements of T3EX Global Holding Corp.
How the matter was addressed in our audit:
Understanding the internal control on the impairment assessment of the goodwill and other intangible assets; selecting significant goodwill and other intangible assets and obtaining impairment assessment reports issued by the external experts engaged by the management; assessing model, parameters and assumptions applying to the financial information forecast; and evaluating whether the assessment for goodwill and other intangible assets was based on the accounting policies.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
’ Those charged with governance (including the Audit Committee) are responsible for overseeing the Company s financial reporting process.
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Auditor ’ s Responsibilities for the Audit of the Parent-company-only Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Chi-Lung Yu and Mei-Pin Wu.
KPMG
Taipei, Taiwan (Republic of China) March 9, 2021
Notes to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ audit report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and financial statements, the Chinese version shall prevail.
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(English Translation of Financial Statements Originally Issued in Chinese) T3EX GLOBAL HOLDINGS CORP.
Balance Sheets
December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
| Assets Current assets: 1100 Cash and cash equivalents (notes 6(a)&(s)) 1110 Current financial assets at fair value through profit or loss (notes 6(b)(j)&(s)) 1120 Current financial assets at fair value through other comprehensive income (notes6 (c)&(s)) 1180 Accounts receivable due from related parties, net (notes 6(d),(q),(s),&7) 1210 Other receivables due from related parties, net (notes 6(s)&7) 1470 Other current assets Current assets Non-current assets: 1517 Non-current financial assets at fair value through other comprehensive income (notes 6(c)&(s)) 1550 Investments accounted for using equity method, net (note 6(e)&(n)) 1600 Property, plant and equipment (notes 6(f)&8) 1780 Intangible assets (note 6(g)) 1840 Deferred tax assets (note 6(l)) 1920 Guarantee deposits paid (notes 6(s)&8) Non-current assets Total assets |
December 31, 2020 Amount % $ 131,102 3 76,945 1 203,773 4 45,593 1 200,000 4 3,062 - |
December 31, 2019 Amount % 37,989 1 55,196 1 69,447 2 43,227 1 200,000 5 41,552 1 447,411 11 70,100 2 3,455,418 82 184,965 4 24,508 1 6,742 - 336 - 3,742,069 89 4,189,480 100 Liabilities and Equity Current liabilities: 2100 Short-term borrowings (notes 6(h)(s)&(v)) 2200 Other payables (notes 6(k)&(s)) 2220 Other payables to related parties (notes 6(s)&7) 2230 Current tax liabilities 2399 Other current liabilities, others Current liabilities Non-Current liabilities: 2530 Bonds payable (notes 6(j) & (s)) 2540 Long-term borrowings (notes 6(i)(s)&(v)) 2640 Net defined benefit liability, non-current (note 6(k)) Non-current liabilities Total liabilities Equity attributable to owners of parent (notes 6(j)(m)&(n)): 3110 Ordinary share 3140 Capital collected in advance 3200 Capital surplus 3300 Retained earnings 3400 Other equity 3500 Treasury shares Total equity Total liabilities and equity |
December 31, 2020 | December 31, 2020 | December 31, 2020 |
|---|---|---|---|---|---|
| Amount | % | Amount | |||
| 1,343,927 27 1,464,482 35 |
|||||
287,611 6 - - 200,000 4 300,000 7 14,425 - 14,924 - |
|||||
660,475 13 |
|||||
229,000 5 3,883,979 78 180,214 4 20,002 - 10,684 - 336 - |
|||||
502,036 10 314,924 7 |
|||||
1,845,963 37 1,779,406 42 |
|||||
1,171,575 23 1,171,575 28 86,108 2 - - 830,563 17 798,811 19 1,066,722 21 653,539 16 44,319 1 (186,054) (4) (60,560) (1) (27,797) (1) |
|||||
| 4,324,215 87 |
|||||
3,138,727 63 2,410,074 58 |
|||||
| $ 4,984,690 100 |
$ 4,984,690 100 4,189,480 100 |
See accompanying notes to financial statements.
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(English Translation of Financial Statements Originally Issued in Chinese) T3EX GLOBAL HOLDINGS CORP.
Statements of Comprehensive Income
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)
| 4000 Operating revenue (notes 6(q)&7) 5000 Operating costs (notes 6(k)(n)(p)&12) Gross profit from operations Net operating income Non-operating income and expenses: 7010 Other income (notes 6(r)&7) 7020 Other gains and losses, net (notes 6(b)&(r)) 7100 Interest income (notes 6(r)&7) 7510 Interest expense (note 6(r)) Profit before income tax 7950 Less: Income tax (benefit) expenses(note 6(l)) Profit 8300 Other comprehensive income (loss): 8310 Items that may not be reclassified subsequently to profit or loss 8311 Remeasurements of defined benefit plans 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income 8330 Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8360 Items that may be reclassified subsequently to profit or loss 8361 Exchange differences on translation of foreign financial statements 8399 Income tax related to components of other comprehensive income that will be reclassified to profit or loss Components of other comprehensive income that will be reclassified to profit or loss 8300 Other comprehensive income Comprehensive income Earnings per share (note 6(o))(NT Dollars) Basic earnings per share Diluted earnings per share |
2020 | % 100 15 |
% 100 15 |
2019 | % 100 23 |
|---|---|---|---|---|---|
| Amount $ 593,438 87,190 |
Amount 334,862 75,580 |
||||
506,248 |
85 |
259,282 |
77 | ||
506,248 |
85 |
259,282 |
77 | ||
5,324 43,091 1,971 (16,596) |
1 8 - (3) |
5,419 1,756 2,215 (15,105) |
2 1 1 (5) |
||
540,038 (1,954) |
91 - |
253,567 4,520 |
76 1 |
||
541,992 |
91 |
249,047 |
75 | ||
706 325,906 (3,126) - |
- 55 (1) - |
(2,181) 12,656 (4,635) - |
(1) 4 (1) - |
||
| 323,486 | 54 |
5,840 |
2 | ||
(71,387) - |
(12) - |
(73,280) - |
(22) - |
||
| (71,387) | (12) |
(73,280) |
(22) | ||
252,099 |
42 |
(67,440) |
(20) |
||
$ 794,091 |
133 |
181,607 |
55 |
||
$ 4.72 |
2.15 |
||||
| $ 4.70 |
2.15 |
See accompanying notes to financial statements.
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(English Translation of Financial Statements Originally Issued in Chinese) T3EX GLOBAL HOLDINGS CORP.
Statements of Changes in Equity
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
| Balance on January 1, 2019 Profit Other comprehensive income Total comprehensive income Appropriation and distribution of retained earnings: Legal reserve Cash dividends on ordinary share Reversal of special reserve Retirement of treasury share Balance on December 31, 2019 Profit Other comprehensive income Total comprehensive income Appropriation and distribution of retained earnings: Legal reserved Special reserve appropriated Cash dividends on ordinary shares Other changes in capital surplus: Recognition of equity component of convertible bonds issued Capital increase by cash Purchase of treasury share Changes in ownership interests in subsidiaries Share-based payment transactions Disposal of investments in equity instruments designated at fair value through other comprehensive income Balance at December 31, 2020 |
Share capital Ordinary shares Capital collected in advance Capital surplus |
Retained earnings |
|---|---|---|
| Legal reserve Special reserve Unappropriated retained earnings Total retained earnings |
See accompanying notes to financial statements.
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(English Translation of Financial Statements Originally Issued in Chinese) T3EX GLOBAL HOLDINGS CORP.
Statements of Cash Flows
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from operating activities: Profit before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation expense Amortization expense Net gain on financial assets or liabilities at fair value through profit Interest expense Interest income Share-based payment transactions Share of profit of associates accounted for using equity method Loss on disposal of property, plant and equipment Gain on disposal of investments Total adjustments to reconcile loss Changes in operating assets and liabilities: Changes in operating assets: Increase in accounts receivable due from related parties Decrease (increase) in other current assets Decrease in notes payable Increase (decrease) in other payables Decrease in other payables to related parties Increase (decrease) in other current liabilities Increase in net defined benefit liability Total adjustments Cash outflow generated from operations Interest received Interest paid Income taxes paid Net cash flows used in operating activities Cash flows from (used in) investing activities: Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss Acquisition of investments accounted for using equity method Acquisition of property, plant and equipment Increase in other receivables due from related parties Acquisition of intangible assets Dividends received Net cash flows from (used in) investing activities Cash flows from (used in) financing activities: Increase in short-term loans Decrease in short-term loans Proceeds from issuance of convertible bonds Proceeds from issuance of long-term borrowings Repayments of long-term borrowings Cash dividends paid Capital increase by cash Cost of increase in treasury stock Net cash flows from financing activities Net decrease (increase) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
2020 $ 540,038 6,192 6,182 (39,894) 16,596 (1,971) 881 (534,327) - (4,601) |
2019 253,567 5,808 5,771 (2,108) 15,105 (2,215) - (279,652) 1 (1,050) |
|---|---|---|
(550,942) |
(258,340) |
|
(2,366) 600 - 10,181 (47,490) 17 207 |
(2,079) (31,156) (1,007) (1,917) (42,919) (114) 126 |
|
| (589,793) | (337,406) | |
(49,755) 1,971 (16,265) (5,248) |
(83,839) 2,215 (15,105) (1,175) |
|
(69,297) |
(97,904) |
|
(16,601) 55,452 (44,246) 105,028 (5,706) (1,441) - (1,676) 36,521 |
(164) - (55,837) 32,726 (10,731) (6,828) (80,000) (8,503) 85,175 |
|
127,331 |
(44,162) |
|
- (80,000) 312,269 200,000 (300,000) (150,535) 86,108 (32,763) |
290,000 - - 300,000 (200,000) (254,752) - - |
|
35,079 |
135,248 | |
93,113 37,989 |
(6,818) 44,807 |
|
$ 131,102 |
37,989 |
See accompanying notes to financial statements.
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(English Translation of Financial Statements Originally Issued in Chinese) T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)
(1) Company history
T3EX GLOBAL HOLDINGS CORP. (the “Company”) was incorporated on February 4, 1987, as a company limited by shares, and registered with the Ministry of Economic Affairs, R.O.C. The address of the Company’s registered office is 12F, No. 563, Sec. 4, Zhongxiao E. Rd., Xinyi Dist., Taipei City, R.O.C. The Company mainly engages in industrial investment holdings.
(2) Approval date and procedures of the financial statements:
The parent-company-only financial statements were authorized for issue by the board of directors on March 9, 2021.
(3) New standards, amendments and interpretations adopted:
- (a) The impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C. (“FSC”) which have already been adopted.
The Company has initially adopted the following new amendments, which do not have a significant impact on its financial statements, from January 1, 2020:
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Amendments to IFRS 3 “Definition of a Business”
-
Amendments to IFRS 9, IAS39 and IFRS7 “Interest Rate Benchmark Reform”
-
Amendments to IAS 1 and IAS 8 “Definition of Material”
-
Amendments to IFRS 16 “COVID-19-Related Rent Concessions”
-
(b) The impact of IFRS issued by the FSC but not yet effective
The Company assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2021, would not have a significant impact on its financial statements:
-
Amendments to IFRS 4 “Extension of the Temporary Exemption from Applying IFRS 9”
-
Amendments to IFRS 9, IAS39, IFRS7, IFRS 4 and IFRS 16 “Interest Rate Benchmark Reform - ” Phase 2
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(c) The impact of IFRS issued by IASB but not yet endorsed by the FSC
The Company is evaluating the impact of its initial adoption of the standards or interpretations on its financial position and financial performance. The results thereof will be disclosed when the Company completes its evaluation.
(Continued)
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T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
(4) Summary of significant accounting policies:
The significant accounting policies presented in the financial statements are summarized below. Except for those specifically indicated, the following accounting policies were applied consistently throughout the periods presented in the financial statements.
- (a) Statement of compliance
These parent-company-only financial statements have been prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” (hereinafter referred to as the Regulations).
-
(b) Basis of preparation
-
(i) Basis of measurement
The parent-company-only financial statements have been prepared on a historical cost basis except for the following material items in the balance sheets:
-
1) Financial instruments at fair value through profit or loss are measured at fair value;
-
2) Financial assets at fair value through other comprehensive income are measured at fair value;
-
3) The defined benefit liabilities (assets) are measured at fair value of the plan assets less the present value of the defined benefit obligation.
-
(ii) Functional and presentation currency
The functional currency of each Group entity is determined based on the primary economic environment in which the entity operates. The Company’s parent-company-only financial statements are presented in New Taiwan dollar, which is the Company’s functional currency. All financial information presented in New Taiwan dollars has been rounded to the nearest thousand.
(c) Foreign currency
- (i) Foreign currency transactions
Transactions in foreign currencies are translated into the respective functional currencies of the Company at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period, monetary items denominated in foreign currencies are translated into the functional currencies using the exchange rate at that date.
Non-monetary items denominated in foreign currencies that are measured at fair value are translated into the functional currencies using the exchange rate at the date that the fair value was determined. Non-monetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the transaction.
Exchange differences are generally recognized in profit or loss, except for those differences relating to the following, which are recognized in other comprehensive income.
(Continued)
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T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
-
1) an investment in equity securities designated as at fair value through other comprehensive income.
-
2) a financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective; or
-
3) qualifying cash flow hedges to the extent that the hedges are effective.
(ii) Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into the presentation currency at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into the presentation currency at the average exchange rate. Exchange differences are recognized in other comprehensive income.
When a foreign operation is disposed of such that control, significant influence, or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Company disposes of any part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interest. When the Company disposes of only part of investment in an associate of joint venture that includes a foreign operation while retaining significant or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.
When the settlement of a monetary receivable from or payable to a foreign operation is neither planned nor likely to occur in the foreseeable future, exchange differences arising from such a monetary item that are considered to form part of the net investment in the foreign operation are recognized in other comprehensive income.
(d) Classification of current and non-current assets and liabilities
An asset is classified as current under one of the following criteria, and all other assets are classified as non-current.
-
(i) It is expected to be realized, or intended to be sold or consumed, in the normal operating cycle;
-
(ii) It is held primarily for the purpose of trading;
-
(iii) It is expected to be realized within twelve months after the reporting period; or
-
(iv) The asset is cash or a cash equivalent (as defined in IAS 7) unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
A liability is classified as current under one of the following criteria, and all other liabilities are classified as non-current.
-
(i) It is expected to be settled in the entity’s normal operating cycle;
-
(ii) It is held primarily for the purpose of trading;
(Continued)
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T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
-
(iii) It is due to be settled within twelve months after the reporting period; or
-
(iv) The Company does not have an unconditional right to defer settlement for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by issuing equity instruments do not affect its classification.
(e) Cash and cash equivalents
Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. Time deposits which meet the above definition and are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes should be recognized as cash equivalents.
Bank overdrafts that are repayable on demand and form an integral part of the Company’s cash management are included as a component of cash and cash equivalents for the purpose of the consolidated statement of cash flows.
(f) Financial instruments
Trade receivables and debt securities issued are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Company becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.
(i) Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.
On initial recognition, a financial asset is classified as measured at: amortized cost; Fair value – – through other comprehensive income (FVOCI) debt investment; FVOCI equity investment; or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.
1) Financial assets measured at amortized cost
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:
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‧ it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
-
‧ its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
(Continued)
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T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
These assets are subsequently measured at amortized cost, which is the amount at which the financial asset is measured at initial recognition, plus/minus, the cumulative amortization using the effective interest method, adjusted for any loss allowance. Interest income, foreign exchange gains and losses, as well as impairment, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.
- 2) Fair value through other comprehensive income (FVOCI )
A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:
-
‧ it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
-
‧ its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive income. This election is made on an instrument-by-instrument basis.
Debt investments at FVOCI are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in other comprehensive income. On derecognition, gains and losses accumulated in other comprehensive income are reclassified to profit or loss.
Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.
Dividend income is recognized in profit or loss on the date on which the Company’s right to receive payment is established.
- 3) Fair value through profit or loss (FVTPL)
All financial assets not classified as amortized cost or FVOCI described as above are measured at FVTPL, including derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset, which meets the requirements to be measured at amortized cost or at FVOCI, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.
(Continued)
13
T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
- 4) Impairment of financial assets
The Company recognizes loss allowances for expected credit losses (ECL) on financial assets measured at amortized cost (including cash and cash equivalents, amortized costs, notes and accounts receivable, other receivable, guarantee deposit paid and other financial assets).
The Company measures loss allowances at an amount equal to lifetime expected credit loss (ECL), except for the following which are measured as 12-month ECL:
-
‧ debt securities that are determined to have low credit risk at the ended of reporting period; and
-
‧ other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.
Loss allowance for trade receivables and contract assets are always measured at an amount equal to lifetime ECL.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Company’ s historical experience and informed credit assessment as well as forward-looking information.
Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.
12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).
The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk.
ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e the difference between the cash flows due to the Company in accordance with the contract and the cash flows that the Company expects to receive). ECLs are discounted at the effective interest rate of the financial asset.
At each reporting date, the Company assesses whether financial assets carried at amortized cost and debt securities at FVOCI are credit-impaired.
Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets. For debt securities at FVOCI, the loss allowance is charged to profit or loss and is recognized in other comprehensive income instead of reducing the carrying amount of the asset.
(Continued)
14
T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
The gross carrying amount of a financial asset is written off when the Company has no reasonable expectations of recovering a financial asset in its entirely or a portion thereof. For corporate customers, the Company individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Company expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company’s procedures for recovery of amounts due.
5)
Derecognition of financial assets
The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
The Company enters into transactions whereby it transfers assets recognized in its statement of balance sheet but retains either all or substantially all the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized.
(ii) Financial liabilities and equity instruments
- 1) Classification of debt or equity
Debt and equity instruments issued by the Company are classified as financial liabilities or equity in accordance with the substance of the contractual agreements and the definitions of a financial liability and an equity instrument.
2) Equity instrument
An equity instrument is any contract that evidences residual interest in the assets of an entity after deducting all its liabilities. Equity instruments issued are recognized as the amount of consideration received, less the direct cost of issuing.
3) Treasury shares
When shares recognized as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase in equity, and the resulting surplus or deficit on the transaction is recognized in capital surplus or retained earnings (if the capital surplus is not sufficient to be written down).
4) Compound financial instruments
Compound financial instruments issued by the Company comprise convertible bonds denominated in NTD that can be converted to ordinary shares at the option of the holder, when the number of shares to be issued is fixed and does not vary with changes in fair value.
(Continued)
15
T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
The liability component of compound financial instruments is initially recognized at the fair value of a similar liability that does not have an equity conversion option. The equity component is initially recognized at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts.
Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortized cost using the effective interest method. The equity component of a compound financial instrument is not remeasured.
Interest related to the financial liability is recognized in profit or loss. On conversion at maturity, the financial liability is reclassified to equity and no gain or loss is recognized.
5) Financial liabilities
Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss.
Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.
6) Derecognition of financial liabilities
The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire. The Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
On derecognition of a financial liability, the difference between the carrying amount of a financial liability extinguished and the consideration paid (including any non-cash assets transferred, or liabilities assumed) is recognized in profit or loss.
- 7) Offsetting of financial assets and liabilities
Financial assets and financial liabilities are offset and the net amount presented in the statement of balance sheet when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.
(Continued)
16
T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
(g) Investment in associates
Associates are those entities in which the Company has significant influence, but not control, over the financial and operating policies.
Investments in associates are accounted for using the equity method and are recognized initially at cost. The cost of investment includes transaction costs. The carrying amount of investment in associates includes goodwill arising from the acquisition, less any accumulated impairment losses.
The parent-company-only financial statements include the Company’s share of the profit or loss and other comprehensive income of those associates after adjustments to align their accounting policies with those of the Company, from the date on which significant influence commences until the date on which significant influence ceases. The Company recognizes and changes of its proportionate share in the investee within capital surplus, when an associate's equity changes due to reasons other than profit and loss or comprehensive income, which did not result in changes in actual significant influence.
Gains and losses resulting from transactions between the Company and an associate are recognized only to the extent of unrelated Company’s interests in the associate.
When the Company’s share of losses of an associate equals or exceeds its interest in an associate, it discontinues recognizing its share of further losses. After the recognized interest is reduced to zero, additional losses are provided for, and liability is recognized, only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate.
(h) Investment in subsidiaries
The subsidiaries, which are controlled by the Company, are evaluated using the equity method when preparing their financial statements. Under the equity method, the net income, other comprehensive income and equity of parent-company-only financial statements are the same as those of the net income, other comprehensive income and equity in the equity attributable to the owners of the parent company in the consolidated financial statements.
The Company has recognized the changes in equity of its subsidiaries under shareholder’s equity.
-
(i) Property, plant and equipment
-
(i) Recognition and measurement
Items of property, plant and equipment are measured at cost, less accumulated depreciation and accumulated impairment losses.
If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.
(Continued)
17
T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
- (ii) Subsequent cost
Subsequent expenditure is capitalized only when it is probable that future economic benefits associated with the expenditure will flow to the Company.
- (iii) Depreciation
Depreciation is calculated on the cost of an asset less its residual value and is recognized in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment.
Land is not depreciated.
The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:
| 1) | buildings | 5~50 years |
|---|---|---|
| 2) | plant and equipment | 3~7 years |
| 3) | fixtures and fittings | 5 years |
Depreciation methods, useful lives and residual values are reviewed at each annual reporting date and adjusted if appropriate.
-
(j) Leased assets
-
(i) Identifying a lease
At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether:
-
1) the contract involves the use of an identified asset this may be specified explicitly or implicitly, and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified; and
-
2) the customer has the right to obtain substantially all the economic benefits from use of the asset throughout the period of use; and
-
3) the customer has the right to direct the use of the asset throughout the period of use only if either:
-
the customer has the right to direct how and for what purpose the asset is used throughout the period of use; or
-
the relevant decisions about how and for what purpose the asset is used are predetermined and:
(Continued)
18
T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
-
- the customer has the right to operate the asset throughout the period of use, without the supplier having the right to change those operating instructions; or
-
-
-
the customer designed the asset in a way that predetermines how and for what purpose it will be used throughout the period of use.
(ii) As a lease
The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases of fixtures and fittings that have a lease term of 12 months or less and leases of low-value assets, including IT equipment. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
- (iii) As a lessor
When the Company acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Company makes an overall assessment of whether the lease transfers to the lessee substantially all the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Company considers certain indicators such as whether the lease is for the major part of the economic life of the asset.
If an arrangement contains lease and non-lease components, the Company applies IFRS15 to allocate the consideration in the contract.
-
(k) Intangible assets
-
(i) Recognition and measurement
Goodwill arising on the acquisition of subsidiaries is measured at cost, less accumulated impairment losses.
Expenditure on research activities is recognized in profit or loss as incurred.
Development expenditure is capitalized only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Group intends to, and has sufficient resources to, complete development and to use or sell the asset. Otherwise, it is recognized in profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost, less accumulated amortization and any accumulated impairment losses.
Other intangible assets that are acquired by the Company and have finite useful lives are measured at cost less accumulated amortization and any accumulated impairment losses.
(ii) Subsequent expenditure
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditures, including expenditure on internally generated goodwill and brands, are recognized in profit or loss as incurred.
(Continued)
19
T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
(iii) Amortization
Amortization is calculated over the cost of the asset, less its residual value, and is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use.
The estimated useful lives for current and comparative periods are as follows:
1) Computer Software 7 years
Amortization methods, useful lives and residual values are reviewed at each annual reporting date and adjusted if appropriate.
(l) Impairment of non-financial assets
At each reporting date, the Company reviews the carrying amounts of its non-financial assets (other than inventories, contract assets, deferred tax assets and investment properties and biological assets, measured at fair value, less costs) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested annually for impairment.
For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.
An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.
Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
- (m) Revenue recognition
Revenue is measured based on the consideration to which the Company expects to be entitled in exchange for transferring services to customers. The Company recognizes revenue when it satisfies a performance obligation by transferring control of services to customers.
(Continued)
20
T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
The Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. Consequently, the group does not adjust any of the transaction prices for the time value of money.
-
(n) Employee benefits
-
(i) Defined contribution plans
Obligations for contributions to defined contribution plans are expensed as the related service is provided.
- (ii) Defined benefit plans
The Company’s net obligation in respect of the defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods; discounting that amount and deducting the fair value of any plan assets.
The calculation is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a benefit to the Company, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.
Remeasurements of the net defined benefit liability (asset), which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income, and accumulated in retained earnings within equity. The Company determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Company recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.
- (iii) Short-term employee benefits
Short-term employees are expensed as the related service is provided. A liability is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.
(Continued)
21
T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
(o) Share-based payment
The grant-date fair value of equity-settled share-based payment arrangements granted to employees is generally recognized as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized is based on the number of awards that meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.
The fair value of the amount payable to employees in respect of share appreciation rights, which are settled in cash, is recognized as an expense with a corresponding increase in liabilities, over the period during which the employees become unconditionally entitled to payment. The liability is remeasured at each reporting date and at settlement date based on the fair value of the share appreciation rights. Any changes in the liability are recognized in profit or loss.
Grant date of a share-based payment award is the date which the Company and employees reach consensus on the price and number of a new award.
(p) Income tax
Income taxes comprise current taxes and deferred taxes. Except for expenses that are related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes are recognized in profit or loss.
The Company has determined that interest and penalties related to income taxes, including uncertain tax treatment, do not meet the definition of income taxes, and therefore accounted for them under IAS37.
Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables are the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date.
Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes are recognized except for the following:
-
(i) temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profits (losses) at the time of the transaction;
-
(ii) temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and
-
(iii) taxable temporary differences arising on the initial recognition of goodwill.
(Continued)
22
T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
Deferred taxes are measured at tax rates that are expected to be applied to temporary difference when they reserve, using tax rates enacted or substantively enacted at the reporting date, and reflect uncertainty related to income taxes, if any.
Deferred tax assets and liabilities are offset if the following criteria are met:
-
(i) The Company has a legally enforceable right to set off current tax assets against current tax liabilities; and
-
(ii) the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either:
-
1) the same taxable entity; or
-
2) different taxable entities which intend to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
Deferred tax assets are recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefits will be realized; such reductions are reversed when the probability of future taxable profits improves.
- (q) Earnings per share
The Company discloses the Company's basic and diluted earnings per share attributable to ordinary shareholders of the Company. Basic earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding. Diluted earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding after adjustment for the effects of all potentially dilutive ordinary shares, such as convertible bonds, employee stock options and employee compensation estimation.
- (r) Operating segments
An operating segment is disclosed on the Consolidated Financial Statement of the Group, therefore this statement will not include the operating segments.
(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty:
The preparation of the parent-company-only financial statements in conformity with the IFRSs endorsed by the FSC requires management to make judgments, estimates and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income and expenses. Actual results may differ from these estimates.
The management continues to monitor the accounting estimates and assumptions. The management recognizes any changes in accounting estimates during the period and the impact of those changes in accounting estimates in the following period.
(Continued)
23
T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year, please refer to note 6(e) Investments accounted for using the equity method.
Information about judgments made in applying accounting policies that have the most significant effects on the amounts recognized in the financial statements is as follows:
- (a) Judgment of whether the Company has substantive control over its investees
The Company holds 30% of the outstanding voting shares of PT. Dexter Eurekatama and is the single largest shareholder of the investee. Although the remaining 70% of PT. Dexter Eurekatama’s shares are not concentrated within specific shareholders, the Company still cannot obtain more than half of the total number of PT. Dexter Eurekatama’s directors, and it also cannot obtain more than half of the voting rights at a shareholders’ meeting. Therefore, it is determined that the Company has significant influence on PT. Dexter Eurekatama.
(6) Explanation of significant accounts:
- (a) Cash and cash equivalents
| Checking accounts Demand deposits-foreign currency Demand deposits |
December 31, 2020 $ 41 773 130,288 |
December 31, 2019 47 851 37,091 |
|---|---|---|
$ 131,102 |
37,989 |
Refer to note 6(s) for the sensitivity analysis of the financial assets and liabilities of the Company.
- (b) Financial assets/liabilities at fair value through profit or loss
| Mandatorily measured at fair value through profit or loss: Derivative instruments not used for hedging Right of redemption of convertible bonds Non-derivative financial assets Funds Stocks listed on domestic markets Corporate bonds Total |
December 31, 2020 $ 328 7,223 69,394 - |
December 31, 2019 7,198 32,728 15,270 |
|---|---|---|
| $ 76,945 |
55,196 |
For the years ended December 31, 2020 and 2019, the investment income from disposal of financial assets at fair value through profit or loss is $4,601 thousand and $1,050 thousand, recorded as other gains and losses.
(Continued)
24
T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
(c) Financial assets at fair value through other comprehensive income
| Equity investments at fair value through other comprehensive income Current Domestic Company-Soonest express Co., Ltd. Domestic Company-Yang Ming Marine Transport Corp. Total Non-current Domestic Company Private placement stocks-Yang Ming Marine Transport Corp. |
December 31, 2020 $ 42,881 160,892 |
December 31 2019 18,216 51,231 |
|---|---|---|
$ 203,773 |
69,447 |
|
$ 229,000 |
70,100 |
The Company designated the investments shown above as equity securities at fair value through other comprehensive income because these equity securities represent those investments that the Company intends to hold for long-term for strategic purposes.
In June, August and December 2020, the Company has sold its partial shares held in Soonest express Co., Ltd. and Yang Ming Marine Transport Corp. in order to adjust its investment strategy. The shares sold had a fair value of $21,782 thousand and $33,670 thousand, respectively. The Company realized a gain of $24,149 thousand, which was reclassified from other comprehensive income to retained earnings.
The above financial assets were not provided as collateral guarantees.
- (d) Accounts receivable due from related parties
| Accounts receivable due from related parties -measured at amortized cost |
December 31, 2020 $ 45,593 |
December 31, 2019 43,227 |
|---|---|---|
As of December 31, 2020 and 2019, the Company does not have any over-due accounts receivable.
There were no movements in the allowance of doubtful receivables with respect to accounts receivable for the Company during the fiscal years 2020 and 2019.
As of December 31, 2020 and 2019, no receivables were pledged as collateral.
(Continued)
25
T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
(e) Investments accounted for using equity method
A summary of the Company’s financial information for investments accounted for using the equity method at the reporting date is as follows:
| method at the reporting date is as follows: | ||
|---|---|---|
| Subsidiary Associates |
December 31, 2020 $ 3,841,160 42,819 $ 3,883,979 |
December 31, 2019 3,405,228 50,190 |
3,455,418 |
(i) Subsidiary
Please refer to the consolidated financial statements for the years ended December 31, 2020.
(ii) Associates
No publicly quoted prices were available for the above associates.
The financial information on associates of the Company is as follows:
| Carrying amount of individual insignificant associates equity |
December 31, 2020 $ 47,908 |
December 31, 2019 55,246 |
|---|---|---|
The Company does not share any contingent liabilities of an associate incurred jointly with other investors. The Company also does not have any contingent liabilities because the Company is severally liable for all or part of the liabilities of the associate.
There are no significant restrictions on the ability of associates to transfer funds to the Company.
(iii) Guarantees
As of December 31, 2020 and 2019, the Company did not provide any investments accounted for using the equity method as collateral for its loans.
(Continued)
26
T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
(f) Property, plant and equipment
The cost, depreciation, and impairment of the property, plant and equipment of the Company for the years ended December 31, 2020 and 2019, were as follows:
| Cost or deemed cost: Balance on January 1, 2020 Additions Disposal Balance on December 31, 2020 Balance on January 1, 2019 Additions Disposal Balance on December 31, 2019 Depreciation and impairment loss: Balance on January 1, 2020 Depreciation Disposal Balance on December 31, 2020 Balance on January 1, 2019 Depreciation Disposal Balance on December 31, 2019 Carrying amounts: Balance on December 31, 2020 Balance on December 31, 2019 Balance on January 1, 2019 |
Land $ 132,594 - - |
**Buildings ** | Office and Other Equipment |
Total 241,927 1,441 (22,997) 220,371 235,302 6,828 (203) 241,927 56,962 6,192 (22,997) 40,157 51,356 5,808 (202) 56,962 180,214 184,965 183,946 |
|---|---|---|---|---|
| 69,299 40,034 686 755 (15,060) (7,937) |
||||
| $ 132,594 |
54,925 32,852 |
|||
$ 132,594 - - |
69,299 33,409 - 6,828 - (203) |
|||
| $ 132,594 |
69,299 40,034 |
|||
$ - - - |
28,531 28,431 1,098 5,094 (15,060) (7,937) |
|||
| $ - |
14,569 25,588 |
|||
| $ - - - |
27,467 23,889 1,064 4,744 - (202) |
|||
| $ - |
28,531 28,431 |
|||
| $ 132,594 |
40,356 7,264 |
|||
$ 132,594 |
40,768 11,603 |
|||
$ 132,594 |
41,832 9,520 |
A summary of pledged assets as of December 31, 2020 and 2019 is found in note 8.
(g) Intangible assets
The costs, amortization, and impairment of the intangible assets of the Company for the years ended December 31, 2020 and 2019, were as follows:
| Cost: Balance on January 1, 2020 Additions Balance on December 31, 2020 Balance on January 1, 2019 Additions Balance on December 31, 2019 |
Intangible Assets $ 60,365 1,676 $ 62,041 $ 51,862 8,503 $ 60,365 |
|---|---|
(Continued)
27
T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
| Amortization and impairment loss: Balance on January 1, 2020 Amortization Balance on December 31, 2020 Balance on January 1, 2019 Amortization Balance on December 31, 2019 Carrying value: Balance on December 31, 2020 Balance on January 1, 2019 Balance on December 31, 2019 |
Intangible Assets $ 35,857 6,182 $ 42,039 $ 30,086 5,771 $ 35,857 $ 20,002 $ 21,776 $ 24,508 |
|---|---|
Amortization of intangible assets of the Company for the years ended December 31, 2020 and 2019, were recognized as operating expenses in the individual profit and loss.
(h) Short-term borrowing
| Unsecured bank loans Secured bank loans Total Unused short-term credit lines Interest rate |
December 31, 2020 $ 1,100,000 200,000 |
December 31, 2020 $ 1,100,000 200,000 |
December 31, 2019 1,380,000 - |
|---|---|---|---|
$ 1,300,000 |
1,380,000 | ||
$ 1,110,000 |
1,030,000 |
||
0.86%~1.02% |
1.00%~1.15% |
Refer to note 8 for details of the related assets pledged as collateral.
- (i) Long-term borrowing
Long-term borrowings were as follows:
| Unsecured bank loans Less: current portion Total Unused long-term credit lines Interest rate |
December 31, 2020 $ 200,000 - |
December 31, 2020 $ 200,000 - |
December 31, 2019 300,000 - |
|---|---|---|---|
| $ 200,000 |
300,000 | ||
$ - |
- |
||
| 1.05% | 1.15% |
For the year ended December 31, 2020, the Company's proceeds from long-term borrowings amounted to $200,000 thousand with an interest rate of 1.05%. The long-term borrowings are due in August 2022.
(Continued)
28
T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
For the year ended December 31, 2019, the Company's proceeds from long-term borrowings amounted to $100,000 thousand and $200,000 thousand both with interest rate of 1.15%. The long-term borrowings are due in July and December 2021, respectively.
For the years ended December 31, 2020 and 2019, the repayment amounted to $300,000 thousand and $200,000 thousand, respectively.
Refer to note 8 for details of the related assets pledged as collateral.
- (j) Bonds payable
The details of unsecured convertible bonds were as follows:
| Total convertible corporate bonds issued Unamortized discounted corporate bonds payable Corporate bonds issued balance at year-end Embedded derivative-redemption options, included in financial assets at fair value through profit or loss Equity component-conversion options, included in capital surplus-stock options |
December 31, 2020 $ 287,611 12,389 $ 300,000 $ 328 $ 25,138 |
|---|---|
The Company issued the 4th domestic unsecured convertible bonds and recognized conversion options and the liability component as equity and liability, respectively. The detailed information was as follows:
| follows: | |
|---|---|
| The present value of the convertible corporate bonds at the time of issuance The embedded derivative instrument-redemption options at the time of issuance The equity component at the time of issuance Total amount of the convertible corporate bonds at the time of issuance |
4th domestic unsecured convertible bonds |
| $ 287,280 (149) 25,138 $ 312,269 |
The Company issued the 4th domestic unsecured convertible bonds on December 2, 2020, with face value amounting to $300,000. The terms and conditions of the bonds were as follows:
-
(i) Issuance price: 105.09% of the par value
-
(ii) Coupon rate: 0%
-
(iii) Issuance period: 3 years (December 2, 2020 to December 2, 2023)
(Continued)
29
T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
- (iv) The Company’s right of redemption:
At any time during the period from March 3, 2021 to October 23, 2023, when the closing price of the Company’s common shares is equal to or greater than the conversion price by 30% for 30 consecutive trading days, or the outstanding balance of the bonds is less than 10% of total initial issue amount, the Company may redeem the bonds in cash at face value.
- (v) Bondholders' put option:
The holders of the 4th domestic unsecured convertible bonds have no right to request the Company to repurchase the convertible bond.
-
(vi) Terms of conversion:
-
1) The bondholders may request conversion of the bond to the Company's common stock at any time during the period from March 3, 2021 to December 2, 2023.
-
2) Terms of conversion price:
The conversion price was set at $39.5 at the time of issue. When the numbers of common shares of the Company changes, or other convertible bonds are issued with a conversion price lower than the market price, the conversion price will be adjusted based on a formula in accordance with the terms of issue.
-
(k) Employee benefits
-
(i) Defined benefit plan
The Company determined the movement in the present value of defined benefit obligations and the fair value of plan assets as follows:
| the fair value of plan assets as follows: | ||
|---|---|---|
| Total present value of defined benefit obligations Fair value of plan assets Net defined benefit (liability) asset |
December 31, 2020 $ (31,454) 17,029 |
December 31, 2019 (30,816) 15,892 |
$ (14,425) |
(14,924) |
The Company's employee benefit liabilities were as follows:
| Paid vacation liability-current (recorded in other payables) |
December 31, 2020 $ 229 |
December 31, 2019 229 |
|---|---|---|
The Company makes defined benefit plan contributions to the pension fund account at Bank of Taiwan and to the manager pension fund account that provide pensions for employees upon retirement. Plans (covered by the Labor Standards Law) entitle a retired employee to receive retirement benefits based on years of service and average salary for the six months prior to retirement.
(Continued)
30
T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
1) Composition of plan assets
The Company allocates pension funds in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund, and such funds are managed by the Bureau of Labor Fund, Ministry of Labor. With regard to the utilization of the funds, minimum earnings shall be no less than the earnings attainable from two-year time deposits with interest rates offered by local banks.
As of December 31, 2020, the pension fund account balance at Bank of Taiwan and the manager pension fund balance amounted to $2,035 thousands and $14,994 thousands, respectively. For information on the utilization of the labor pension fund assets, including the asset allocation and yield of the fund, please refer to the website of the Bureau of Labor Funds, Ministry of Labor.
- 2) Movements in the present value of defined benefit obligation
The movements in present value of the defined benefit obligations for the Company were as follows:
| Defined benefit obligations on January 1 Current service costs and interest cost Remeasurements loss (gain) Defined benefit obligations on December 31 |
2020 $ 30,816 1,354 (716) |
2019 27,362 1,272 2,182 |
|---|---|---|
$ 31,454 |
30,816 |
- 3) Movements of defined benefit plan assets
The movements in the present value of the defined benefit plan assets for the years ended December 31, 2020 and 2019 were as follows:
| Fair value of plan assets on January 1 Expected return on plan assets Contribution to the plan Remeasurements loss (gain) Fair value of plan assets on December 31 |
2020 $ 15,892 145 1,002 (10) |
2019 14,745 149 997 1 |
|---|---|---|
$ 17,029 |
15,892 |
(Continued)
31
T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
- 4) Expenses recognized in profit or loss
The expenses recognized in profit or loss for the Company were as follows:
| Current service costs Net interest of net liabilities for defined benefit obligations |
2020 $ 1,064 145 |
2019 983 140 |
|---|---|---|
| $ 1,209 |
1,123 |
The above net pension gains and losses are recognized as operating cost.
- 5) Remeasurement of net defined benefit liability recognized in other comprehensive income
The Company’s remeasurement of the net defined benefit liability (asset) recognized in other comprehensive income for the years ended December 31, 2020 and 2019 was as follows:
| Accumulated amount at January 1 Recognized during the period Accumulated amount at December 31 |
2020 $ (1,921) (706) |
2019 (4,102) 2,181 |
|---|---|---|
$ (2,627) |
(1,921) |
- 6) Actuarial assumptions
The principal actuarial assumptions at the reporting date were as follows:
| Discount rate Future salary increasing rate |
December 31, 2020 0.625% 3.000% |
December 31, 2019 |
|---|---|---|
| 1.000% 3.000% |
The expected allocation payment to be made by the Company to the defined benefit plans for the one-year period after the reporting date is $1,008 thousand dollar.
The weighted average lifetime of the defined benefit plans is 17.60 years.
- 7) Sensitivity analysis
When calculating the present value of the defined benefit obligations, the Company uses judgments and estimations to determine the actuarial assumptions, including the discount rates and future salary changes, as of the end of the reporting period. Any changes in the actuarial assumptions may significantly impact the amount of the defined benefit obligations.
(Continued)
32
T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
The changes in the main actuarial assumptions might have an impact on the present value of the defined benefit obligation:
| of the defined benefit obligation: | ||
|---|---|---|
| December 31, 2020 Discount rate Future salary increasing rate December 31, 2019 Discount rate Future salary increasing rate |
Effects to the defined benefit obligation |
|
| Increase by 0.25% $ (81) 82 (160) 155 |
Decrease by0.25% 85 (79) 165 (152) |
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown above. The method used in the sensitivity analysis is consistent with the calculation of pension liabilities in the balance sheets.
There is no change in the method and assumptions used in the preparation of sensitivity analysis for 2020 and 2019.
(ii) Defined contribution plan
The Company allocates 6% of each employee’s monthly wages to the labor pension personal account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. Under these defined contribution plans, the Company allocates a fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligation.
The pension costs incurred from the contributions to the Bureau of the Labor Insurance amounted to $1,512 thousand and $1,499 thousand for the years ended December 31, 2020 and 2019, respectively.
(l) Income tax
(i) The components of income tax in the years 2020 and 2019 were as follows:
| Current income tax expense Deferred income tax benefit Income tax (profit) expense |
2020 $ 1,988 (3,942) |
2019 4,713 (193) |
|---|---|---|
$ (1,954) |
4,520 |
(Continued)
33
T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
Reconciliation of income tax expense and profit before tax for the years ended December 31, 2020 and 2019 were as follows:
| Profit before income tax Income tax using the Company’s domestic tax rate Domestic investment income using equity method Changes in unrecognized temporary differences Gains that does not affect income tax expense Prior year income tax underestimation (overestimation) Undistributed earnings additional tax Others |
2020 $ 540,038 |
2019 253,567 |
|---|---|---|
108,008 (24,274) (82,591) (5,921) (159) 275 2,708 |
50,713 (13,022) (42,909) (4,083) - 3,540 10,281 |
|
$ (1,954) |
4,520 |
-
(ii) Deferred tax assets and liabilities
-
1) Unrecognized deferred tax assets and liabilities
The Company is able to control the timing of the reversal of the temporary differences associated with investments in subsidiaries as of December 31, 2020 and 2019 . Also, management considers it probable that the temporary differences will not reverse in the foreseeable future. Hence, such temporary differences are not recognized as deferred tax assets and liabilities. Details are as follows:
| assets and liabilities. Details are as follows: | ||
|---|---|---|
| Unrecognized deferred tax liabilities Unrecognized deferred tax assets |
December 31, 2020 $ 500,455 |
December 31, 2019 417,007 |
$ 5,581 |
4,639 |
- 2) Recognized deferred tax assets and liabilities
The movements in deferred tax assets and liabilities for the years ended December 31, 2020 and 2019 were as follows:
| Deferred tax assets: Balance at January 1, 2019 Recognized in profit or loss Balance at December 31, 2019 Balance at January 1, 2020 Recognized in profit or loss Balance at December 31, 2020 |
Defined benefit plans |
Others 2,648 3,942 |
Total 6,742 3,942 |
|---|---|---|---|
| $ 4,094 - |
|||
| $ 4,094 |
6,590 |
10,684 |
|
$ 4,094 - |
2,455 193 |
6,549 193 |
|
| $ 4,094 |
2,648 |
6,742 |
(Continued)
35
T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
3) Assessment of tax
The Company’s tax returns for the years through 2018 were assessed by the Taipei National Tax Administration.
-
(m) Capital and other equity
-
(i) Ordinary shares
As of December 31, 2020 and 2019, the authorized capital of the Company consisted of $2,000,000 thousand shares, of which $80,000 thousand shares were reserved for employee share options, with a par value of $10 dollars per share, and the issued capital was 117,158 thousand shares. All issued ordinary shares were paid up upon issuance.
The Company had passed the resolution on the Board of Directors on October 14, 2020, which increased cash capital and issued new shares of 10,000 thousand shares, each of par value of $10 dollars, and the total issue amount is $100,000 thousand. The aforementioned cash increase was issued at a premium of $30 per share. As of December 31, 2020, the total proceeds new issued is $86,108 thousand. As of the issue date of the financial statements, all funds for the issued shares have been collected, and the relevant legal registration procedures have been completed. Reconciliation of shares outstanding shares for the years ended December 31, 2020 and 2019 were as follows:
| Beginning balance, January 1 Treasury stock retirement Ending balance, December 31 Capital surplus The components of capital surplus were as follows: Paid-in capital derived from premium on issuance of common shares Surplus arising from bond conversion option Equity component of convertible bonds Surplus arising from long-term equity investments- donated surplus and others Surplus arising from premium from merger Surplus arising from stock options |
Unit: thousand share 2020 2019 $ 117,158 118,346 - (1,188) |
Unit: thousand share 2020 2019 $ 117,158 118,346 - (1,188) |
|---|---|---|
| $ 117,158 |
117,158 |
|
December 31, 2020 $ 497,991 245,665 25,138 12,392 2,912 46,465 |
December 31, 2019 497,991 245,665 - 11,731 2,912 40,512 |
|
$ 830,563 |
798,811 |
(ii) Capital surplus The components of capital surplus were as follows:
(Continued)
36
T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
In accordance with the R.O.C. Company Act realized capital reserve can only be reclassified as share capital or distributed as cash dividends after offsetting losses. The aforementioned realized capital reserve includes share premiums and donation. In accordance with the Securities Offering and Issuance Guidelines, the amount of capital reserve to be reclassified under share capital shall not exceed 10 percent of the actual share capital amount.
(iii) Retained earnings
According to the Company’s articles of incorporation, 10% of annual net earnings (net of income taxes), after deducting accumulated deficits, must be set aside 10% as legal reserve. Unless and until the accumulated legal reserve equals the Company ’ s total capital, the Company may set aside a special reserve in accordance to Article 41 of the Securities and Exchange Act. After the board of directors considers the Company’s budget for funding needs, financial structures, current period earnings, and steady profit distribution when proposing the distribution of earnings, the proposal should be resolved during the stockholders’ meeting.
1) Legal reserve
When a company incurs no loss, it may, pursuant to a resolution by a shareholders' meeting, distribute its legal reserve by issuing new shares or by distributing cash, and only the portion of legal reserve which exceeds 25% of capital may be distributed.
2) Special reserve
By choosing to apply exemptions granted under IFRS 1 “ First-time Adoption of International Financial Reporting Standards” during the Company’s first-time adoption of the International Financial Reporting Standards (IFRSs) endorsed by the Financial Supervisory Commission, cumulative translation adjustments (gains) shall be reclassified as retained earnings. The net increase in retained earnings due to the first-time adoption of IFRSs amounted to $7,116 thousands. In accordance with Ruling No. 1010012865 issued by the Financial Supervisory Commission on April 6, 2012, an increase in retained earnings due to the first-time adoption of IFRSs shall be reclassified as special earnings reserve during earnings distribution, and when the relevant asset is used, disposed of, or reclassified, this special earnings reserve shall be reversed as distributable earnings proportionately. The carrying amount of special earnings reserve was $7,116 thousands on December 31, 2020 and 2019.
In accordance with the guidelines of the above Ruling, a portion of current-period earnings and undistributed prior-period earnings shall be reclassified as special earnings reserve during earnings distribution. The amount to be reclassified should be equal to the difference between the total net current-period reduction of special earnings reserve resulting from the first-time adoption of IFRSs and the carrying amount of other shareholders’ equity as stated above. Similarly, a portion of undistributed prior-period earnings shall be reclassified as special earnings reserve (which does not qualify for earnings distribution) to account for cumulative changes to other shareholders’ equity pertaining to prior periods due to the first-time adoption of IFRSs. Amounts of subsequent reversals pertaining to the net reduction of other shareholders’ equity shall qualify for additional distributions.
(Continued)
37
T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
3) Earnings distribution
Earnings distribution for 2019 and 2018 was decided by the resolution adopted, at the general meeting of the shareholders held on May 27, 2020 and June 21, 2019, respectively. The relevant dividend distributions to shareholders were as follows:
| Dividends distributed to ordinary shareholders: Cash |
2019 Amount per share (dollars) Total amount $ 1.31 150,535 |
2019 Amount per share (dollars) Total amount $ 1.31 150,535 |
2018 Amount per share (dollars) Total amount 2.2 254,752 |
2018 Amount per share (dollars) Total amount 2.2 254,752 |
|---|---|---|---|---|
| Amount per share (dollars) |
Amount per share (dollars) |
|||
| $ 1.31 | 2.2 |
There is no difference between the actual amount of earning distribution and the resolution of the Board of Directors of the Company, information is available on the "Market Observation Post System" of the TWSE.
- (iv) Treasury stock
For the years ended December 31, 2020 and 2019 the movements of the treasury stock were as below.
| **Item ** | January 1, 2020 |
January 1, 2020 |
Increase 1,556 32,763 |
Increase 1,556 32,763 |
Decrease - - |
December 31, 2020 2,917 60,560 December 31, 2019 1,361 27,797 |
|---|---|---|---|---|---|---|
| Treasury stock acquired-shares (in thousand shares) Treasury stock acquired-amount **Item ** |
$ | $ 1,361 | ||||
27,797 |
32,763 |
|||||
January 1, 2019 |
Increase - - |
Decrease 1,188 32,846 |
||||
| Treasury stock acquired-shares (in thousand shares) Treasury stock acquired-amount |
$ | $ 2,549 | ||||
60,643 |
As of December 31, 2020 and 2019, a total of $2,917 thousands and $1,361 thousands shares, respectively, were not yet cancelled.
In accordance with the Securities and Exchange Act requirements, the number of shares repurchased should not exceed 10 percent of all shares outstanding. Also, the value of the repurchased shares should not exceed the sum of the Company’s retained earnings, share premium, and realized capital reserves. As of December 31, 2020, the balance of treasury stock was in compliance with the requirement.
In accordance with the Securities and Exchange Act requirements, treasury shares held by the Company cannot be pledged and do not have any shareholders’ rights before their transfer.
(Continued)
38
T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
(n) Share-based payment
As of December 31, 2020, the Company's share-based payment arrangements were as follows:
| Grant date Number of shares granted Recipients Vesting conditions |
Cash capital increase reserved for employee **subscription ** |
|---|---|
| December 2, 2020 845 thousand shares Employees of the Company and its subsidiaries Immediately vested |
For the year ended December 31, 2020, the number of shares granted for employees of the Company and subsidiaries was 845 thousand shares. The cost of the above share-based payments transactions amounting to $5,953 thousand was recorded as operating expenses and investments accounted for using the equity method.
-
(o) Earnings per share (EPS)
-
(i) Basic earnings per share
The basic earnings per share for the years ended December 31, 2020 and 2019, were calculated on the basis of profit attributable to common shareholders and the weighted-average number of outstanding common shares. Calculations were as follows:
1) Profit attributable to common shareholders
| Profit attributable to common shareholders | 2020 | 2019 249,047 |
|---|---|---|
| $ 541,992 |
- 2) Weighted-average number of outstanding common shares (thousand shares)
| Common shares at January 1 Effect of treasury stock Weighted-average number of outstanding common shares at December 31 |
2020 | 2019 118,346 (2,549) |
|---|---|---|
| $ 117,158 (2,423) |
||
$ 114,735 |
115,797 |
- (ii) Diluted earnings per share
The diluted earnings per share for the years ended December 31, 2020 and 2019 were calculated on the basis of profit attributable to common shareholders and the weighted-average number of outstanding common shares, with all potential common shares retroactively adjusted. Calculations were as follows:
(Continued)
39
T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
1) Profit attributable to common shareholders (diluted)
| Profit attributable to common shareholders (basic) Interest on convertible bonds Gains on revaluation of put and call options of convertible bonds measured at fair value Profit attributable to common shareholders (diluted |
2020 $ 541,992 331 (180) ) $ 542,143 |
2019 249,047 - - 249,047 |
|---|---|---|
- 2) Weighted-average number of outstanding common shares (diluted) (thousand shares)
| Weighted-average number of outstanding common shares (basic) Effect of conversion of convertible bonds Effect of employee stock dividends Weighted-average number of outstanding common shares at December 31 (diluted) |
2020 $ 114,734 602 79 |
2020 $ 114,734 602 79 |
2019 115,797 - 69 |
|---|---|---|---|
| $ 115,415 | 115,866 |
- (p) Employees and directors, supervisors reward
Pursuant to the Company’s articles of incorporation, states if the Company profits this period they will set aside no less than 0.5% towards employee compensation and no more than 3% towards remuneration to directors and supervisors. If the Company has accumulated loss they must first reserve to cover the loss amount. The compensations mentioned afore include persons who meet the preset conditions of employees of the affiliate Company.
The Company accrued and recognized the employee compensation amounting to $2,796 thousand and $1,313 thousand for the years ended December 31, 2020 and 2019, respectively. And the directors’ and supervisors’ compensation is accrued and recognized amounting to $11,080 thousand and $7,650 thousand for the years ended December 31, 2020 and 2019, respectively. These amounts are calculated by using the Company’s pre-tax net profit for the period before deducting the amount of the remuneration to the employees and directors, multiplied by the distribution ratio of remuneration to the employees and directors under the Company’s articles of association, and expensed under operating costs or expenses for the year. If there would be any changes after the reporting date in the following year, the change of the amount would be treated as changes in accounting estimates and recognized as profit or loss in next year.
(Continued)
40
T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
The information of compensation of relevant distribution and recognition on 2019 and 2018 were as below:
| Employee compensation Directors compensation Employee compensation Directors compensation |
2019 | Difference 7 (300) Difference 7 1,826 |
|
|---|---|---|---|
| Actual Distribution $ 1,320 7,350 |
Recognized on financial statements 1,313 7,650 2018 |
||
| Actual Distribution $ 1,850 9,230 |
Recognized on financial statements 1,843 11,056 |
The relevant information of employee and director compensations decided by the Board of Directors of the Company can be found at the public information station.
-
(q) Revenue from contracts with customers
-
(i) Disaggregation of revenue
| Primary geographical markets: Hong Kong and China area Taiwan Eastern Asia and other area Primary service: Profits of investing subsidiaries Management income |
2020 $ 421,020 137,099 35,319 |
2019 251,477 79,158 4,227 |
|---|---|---|
$ 593,438 |
334,862 |
|
$ 534,327 59,111 |
279,652 55,210 |
|
$ 593,438 |
334,862 |
(ii) Contract balances
| Accounts receivable (including related-parties)-measured at amortized cost |
December 31, 2020 $ 45,593 |
December 31, 2019 41,148 |
January 1, 2019 41,148 |
|---|---|---|---|
For details on accounts receivable and allowance for impairment, please refer to note 6(d).
(Continued)
41
T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
(r) Non-operation income and expenses
(i) Other gains and losses
The Company’s other gains and losses for the years ended December 31, 2020 and 2019 were as follows:
| Foreign exchange loss Gains on valuation of fair value of financial assets and liabilities through profit or loss Gain on disposal of investments Other |
2020 $ (1,564) 39,894 4,601 160 |
2019 (1,473) 2,108 1,050 71 |
|---|---|---|
| $ 43,091 |
1,756 |
(ii) Other income
The Company’s other income for the years ended December 31, 2020 and 2019 were as follows:
| Rental income Other income |
2020 $ 3,564 1,760 |
2019 3,564 1,855 |
|---|---|---|
$ 5,324 |
5,419 |
(iii) Interest income
The Company’s interest income for the years ended December 31, 2020 and 2019 were as follows:
| Interest income from bank desposits | 2020 $ 1,971 |
2019 2,215 |
|---|---|---|
- (iv) Finance costs
The Company’s financial costs for the years ended December 31, 2020 and 2019 were as follows:
| Interest costs Bank borrowings Amortization of convertible bonds discount |
2020 $ 16,265 331 |
2019 15,105 - |
|---|---|---|
| $ 16,596 |
15,105 |
(Continued)
42
T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
(s) Financial instruments
-
(i) Credit risk
-
1) Exposure to credit risk
The carrying amount of financial assets represents the Company’s maximum credit exposure.
- 2) Concentration of credit risk
Based on the characteristic of the industry, the Company has no significant transactions with any single customer.
- (ii) Liquidity risk
The following table shows the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements.
| December 31, 2020 Non-derivative financial liabilities Bank borrowings Trade and other payable Bonds payable December 31, 2019 Non-derivative financial liabilities Bank borrowings Trade and other payables |
Carrying amount |
Contractual cash flow Within 6 months 6~12 months |
1~2years | 2~5years | Over 5 years |
|---|---|---|---|---|---|
| $ 1,500,000 43,553 287,611 |
(1,505,274) (1,300,787) - (43,553) (43,553) - (300,000) - - |
(204,487) - - |
- - (300,000) |
- - - |
|
$ 1,831,164 |
(1,848,827) (1,344,340) - |
(204,487) | (300,000) |
- |
|
$ 1,680,000 80,862 |
(1,687,181) (1,381,188) - (80,862) (80,862) - |
(305,993) - |
- - |
- - |
|
$ 1,760,862 |
(1,768,043) (1,462,050) - |
(305,993) | - |
- |
The Company does not expect that the cash flows included in the maturity analysis could occur significantly earlier or at significantly different amounts.
(Continued)
43
T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
(iii) Currency risk
- 1) Exposure to foreign currency risk
The Company’s significant exposure to foreign currency risk was as follows:
Unit: thousand
| Financial assets Monetary item USD Non-monetary item IDR Financial liabilities Monetary item USD |
December 31, 2020 | December 31, 2020 | December 31, 2020 | December 31, 2019 Foreign currency Exchange rate TWD 837 29.99 25,102 20,073,397 0.00218 43,760 526 29.99 15,775 |
December 31, 2019 Foreign currency Exchange rate TWD 837 29.99 25,102 20,073,397 0.00218 43,760 526 29.99 15,775 |
|---|---|---|---|---|---|
| Foreign currency |
Exchange rate |
**TWD ** | Foreign currency |
Exchange rate |
|
| $ 1,343 18,181,142 - |
28.10 0.00203 28.10 |
37,738 36,908 - |
837 20,073,397 526 |
29.99 0.00218 29.99 |
|
- 2) Sensitivity analysis
The Company’s exposure to foreign currency risk arises from the foreign currency exchange gains and losses on the translation of cash and cash equivalents, accounts receivable and other receivables, that are denominated in foreign currency. A 1% depreciation/appreciation of USD against TWD as of December 31, 2020 and 2019 would have increased/decreased the net income before tax by $377 thousand and $93 thousand, respectively. The analysis assumes that all other variables remain constant. The analysis is performed on the same basis for both periods.
- 3) Exchange gains and losses on monetary items
The currency of the Company has a wide range of foreign currency items, so that the exchange of information on monetary items are disclosed. For the years ended December 31, 2020 and 2019, foreign exchange gains and losses (including realized and unrealized) are (1,564) thousand and (1,473) thousand.
- (iv) Interest rate analysis
The following sensitivity analysis is based on the exposure to interest rate risk for derivative and non-derivative financial instruments on the reporting date.
For variable-rate instruments, the sensitivity analysis assumes the variable-rate liabilities are outstanding for the whole year.
(Continued)
44
T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
If the interest rate had increased/decreased by 1%, the Company’s net income before tax would have decreased/increased by $15,000 thousand and $16,800 thousand for the years ended December 31, 2020 and 2019, respectively, assuming all other variable factors had remained constant. This is mainly due to the Company’s variable-rate borrowing.
-
(v) Fair value of financial instruments
-
1) Fair value hierarchy
- a) Categories and fair value of financial instruments
The carrying amount and fair value of the Company’s financial assets and liabilities, including the information on fair value hierarchy were follows; however, except as described in the following paragraphs, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value, and lease liabilities disclosure of fair value information is not required:
| Financial assets at fair value through profit or loss: Financial assets designated as fair value through profit or loss Financial assets as fair value through other comprehensive income: Stock in listed companies Financial assets measured at amortized cost (loans and receivables): Cash and cash equivalent Account receivables, and other receivables Subtotal Refundable deposits Financial liabilities at amortized cost: Short term borrowings Other payables Convertible bonds-debt component Long term borrowings Subtotal |
December 31, 2020 | December 31, 2020 | December 31, 2020 | December 31, 2020 | December 31, 2020 | Total76,945 432,773 |
||
|---|---|---|---|---|---|---|---|---|
| Book value $ 76,945 |
Fair | value | ||||||
| Level 1 | Level 2 | Level 3 | ||||||
| 76,617 | - - |
|||||||
432,773 |
203,773 |
|||||||
131,102 245,593 |
- - |
- - |
- - |
- - |
||||
376,695 |
- |
- | - | - | ||||
336 |
- |
- | - | - | ||||
| $ 1,300,000 43,553 287,611 200,000 |
- - - |
- - - |
- - - |
- - - |
||||
1,831,164 |
287,611 |
- | - | 287,611 |
(Continued)
45
T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
| Financial assets at fair value through profit or loss: Non-Derivative financial assets Available-for-sale financial assets: Stock in listed companies Financial assets measured at amortized cost (loans and receivables): Cash and cash equivalent Accounts receivables, and other receivables Subtotal Refundable deposits Financial liabilities at amortized cost: Short term borrowings Long term borrowings Other payable Subtotal |
December 31, 2019 | December 31, 2019 | December 31, 2019 | Total55,196 |
|
|---|---|---|---|---|---|
| Book value $ 55,196 |
Fair value | ||||
| Level 1 55,196 |
Level 2 - |
Level 3 - |
|||
$ 139,547 |
69,447 |
70,100 | - | 139,547 |
|
$ 37,989 243,227 |
- - |
- - |
- - |
- - |
|
281,216 |
- |
- | - | - | |
$ 336 |
- |
- | - | - | |
| $ 1,380,000 80,862 300,000 |
- - - |
- - - |
- - - |
- - - |
|
1,760,862 |
- |
- | - | - |
- 2) Valuation techniques to measure fair value of financial instruments not measured at fair value
Financial instruments of the Group not measured at fair value are financial assets and liabilities valued at amortized cost. Measurement of fair value of these financial instruments is based on recent transaction prices. When market price are unavailable, valuation is based on discounted cash flow.
-
3) Valuation techniques for financial instruments measured at fair value
-
a) Non-derivative financial instruments
Fair value measurement of financial instruments is based on quoted market prices if these prices are available in an active market. Quoted prices on stock exchanges are regarded as the fair value of equity instruments in a listed market.
A financial instrument is regarded as being quoted in an active market if quoted market prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency and those prices represent actual and regularly occurring market transactions on an arm’s-length basis. If these conditions cannot be met, then the market is considered as non-active. In general, a market with low trading volume or high bid-ask spreads is an indication of a non-active market.
The fair value of financial assets and liabilities with standard terms and conditions and trading in active markets is based on quoted market prices. These include investments in stocks of listed entities.
(Continued)
46
T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
The measurements of fair value of equity instruments without an active market are based on the market comparable listed company approach, which assumes that the fair value is measured by the book value per share of the investee and the price-book ratio of market comparable listed companies. The estimation of the fair value of equity instruments has been adjusted due to the effect of the discount arising from the lack of marketability.
- b) Derivative financial instruments
The fair value is based on quoted prices. When quoted prices are unavailable, the fair value is in accordance with third-party pricing information.
The Company’s convertible bonds adopted the binomial tree model to evaluate the fair value.
- 4) Movement between Level l and Level 2
There were no movement between Level 1 and Level 2 for the years ended December 31, 2020 and 2019.
-
(t) Financial risk management
-
(i) Overview
The nature and the extent of the Company’s risks arising from financial instruments, which ’ include credit risk, liquidity risk, and market risk, are discussed below. Also, the Company s objectives, policies, and procedures for measuring and managing risks are discussed below.
-
1) Credit risk
-
2) Liquidity risk
-
3) Market risk
For more quantitative information about financial instruments, please refer to related notes to the financial statements.
- (ii) Structure of risk management
The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework.
The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company ’ s activities. The Company, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.
(Continued)
47
T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
The Board of Directors oversees how management monitors the risks, which should be in compliance with the Company’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation of the risks faced by the Company. Internal Audit undertakes regular reviews of the risk management controls and procedures and exception management, the results of which are reported to the Board of Directors.
- (iii) Credit risk
Credit risk means the potential loss to the Company if the client or the counterparty involved in a financial instrument transaction default. The primary potential credit risk is from the accounts receivable and investments of the Company.
- 1) Accounts receivable and other receivables
For the years ended December 31, 2020 and 2019, there was no significant concentration of credit risk from the sales of the Group.
The source of revenue of the Company is from the Group and its subsidiaries, as such, there is no credit risk.
The Company establishes an impairment allowance that represents its estimate of incurred losses in respect of trade receivables, other receivables, and investment. The components of this impairment allowance are a specific loss component that relates to individually significant exposure and a collective loss component for which a loss was incurred but not identified. The collective component is based on historical payment experience of similar financial assets.
- 2) Investments
The credit risk exposure of the bank deposits, fixed income investments, and other financial instruments is measured and monitored by the Company’s finance department. As the Company deals with banks and other external parties with good credit standing and financial institutions, corporate organizations, and government agencies which are graded above investment level, the management believes that the Company does not have any compliance issues, and therefore, there is no significant credit risk.
- 3) Guarantees
The Company has determined that financial guarantees can only be provided to the following companies:
-
a) Companies with a transaction relationship with the Company.
-
b) Companies in which the Company has more than 50% of the voting shares.
-
c) Companies which directly or indirectly hold more than 50% of the voting shares of T3EX Global Holdings Corp.
(Continued)
48
T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
4) Liquidity risk
Liquidity risk is a risk that the Company is unable to meet the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as much as possible, that it always has sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’ s reputation.
The Company actively expands its business to generate operating cash flow while it simultaneously manages the accounts receivable in a strict manner and controls its expenditure. In addition, the Company keeps good relationships with banks to obtain a sufficient credit limit for necessary cash demands in the operating cycle. Generally, the Company ensures that there is sufficient cash to cover expected operating expenditure but excluding the potential influence of unexpected extreme conditions (i.e. nature disasters). The total amount of unused credit as of December 31, 2020 and 2019, were $1,110,000 thousand and $1,030,000 thousand, respectively.
5) Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, and equity prices, will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
The types of financial assets at fair value through profit or loss held by the Company are open-end funds and convertible bonds which are measured at fair value. Therefore, the Company is exposed to the risk of price changes in the beneficiary certificate market. The Company engages a professional agent to manage its financial assets. Parts of bank deposits, accounts receivable, and accounts payable are evaluated for foreign currency exposure. To manage the currency risk, the Company maintains its foreign currency net position within a certain limit. The convertible bonds held and issued by the Company are measured at fair value. This results in exposure to the risk of price changes in the equity and bond markets.
a) Currency risk
Interest is denominated in the same currency as borrowings. Generally, borrowings are denominated in currencies that match the cash flows generated by the underlying operations of the Company, which mainly uses the TWD.
In respect of other monetary assets and liabilities denominated in foreign currencies, the Company ensures that its net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates.
(Continued)
49
T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
- b) Interest rate risk
Except for bank loans, there are no financial assets or financial liabilities with floating interest rates. The Company negotiates the price case by case to control the interest rate risk.
(u) Capital management
The board’s policy is to maintain a strong capital base in order to maintain investor, creditor, and market confidence and to sustain future development of the business. Capital consists of common shares, capital surplus, retained earnings, and non-controlling interests of the Company. The board of directors monitors the level of dividends to common shareholders.
The distribution of dividends of the Company follows the earnings of the year and is on a sustainable basis. When the board of directors drafts a proposal on appropriation and distribution of retained earnings, the dividend distribution shall not be lower than 50% of current earnings or unappropriated earnings, whichever is lower. However, the cash dividend shall not be lower than 10% of the total distribution of dividends.
The Company’s debt-to-equity ratios at the end of the reporting periods were as follows.
| Total liabilities Less: cash and cash equivalents Net debt Total equity Less: amounts accumulated in equity relating to cash flow hedges Adjusted capital Debt-to-equity ratio |
December 31, 2020 $ 1,845,963 131,102 |
December 31, 2020 $ 1,845,963 131,102 |
December 31, 2019 1,779,406 37,989 1,741,417 2,410,074 - 2,410,074 72.26% |
|---|---|---|---|
$ 1,714,861 |
|||
$ 3,138,727 - $ 3,138,727 |
|||
54.64% |
From time to time, the Company purchases its own shares on the market; the timing of these purchases depends on market prices. Primarily, the shares are intended to be used for issuing shares under the Company’s share option scheme for employees. The purchase of treasury stock did not impact the Company’s capital management.
There were no changes in the Company’s approach to capital management during the year.
- (v) Investing and financing activities not affecting current cash flow
The Company's investing and financing activities which did not affect the current cash flow in the years ended December 31, 2020 and 2019, were as follows:
(Continued)
50
T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
Reconciliation of liabilities arising from financing activities were as follows:
| Long-term borrowings (including current portion) Short-term borrowings Total liabilities from financing activities Long-term borrowings (including current portion) Short-term borrowings Total liabilities from financing activities |
January 1, 2020 Cash flows Foreign exchange movement December 31, 2020 $ 300,000 (100,000) - 200,000 1,380,000 (80,000) - 1,300,000 |
|---|---|
$ 1,680,000 (180,000) - 1,500,000 |
|
January 1, 2019 Cash flows Foreign exchange movement December 31, 2019 $ 200,000 100,000 - 300,000 1,090,000 290,000 - 1,380,000 |
|
$ 1,290,000 390,000 - 1,680,000 |
(7) Related-party transactions:
- (a) Parent company and ultimate controlling party
The Company is the ultimate controlling party of the Company and its subsidiaries.
- (b) Name and relationship with related parties
The followings are entities that have had transactions with related party during the periods covered in the consolidated financial statements.
| Name of subsidiary | Relationship to the Group |
|---|---|
| T.H.I Group Ltd. (in B.V.I.) | Subsidiary company |
| GREATLINE INTERNATIONAL LIMITED | Subsidiary company |
| (GREATLINE) | |
| T.H.I GROUP VIETNAM CO., LTD. | Subsidiary company |
| T.H.I. GROUP (BANGKOK) COMPANY LIMITED | Subsidiary company |
| Taiwan Express Logistics Co., Ltd. (TEC) | Subsidiary company |
| T.H.I Logistics Co., Ltd. | Subsidiary company |
| T.H.I. GROUP (CAMBODIA) Co., Ltd. | Subsidiary company |
| T.H.I. GROUP SINGAPORE PTE. LTD. | Subsidiary company |
| (SINGAPORE) |
T.H.I. & Maruzen Co. Ltd. Subsidiary company Fresh Beauty Enterprises Ltd. Subsidiary company Eastern Union Holdings Limited Subsidiary company T-Cube Global Logistics Co., Ltd. Subsidiary company T.H.I. GROUP LIMITED (in HK) (T.H.I. HK) Subsidiary company T.H.I. Group (Shanghai) Ltd. (T.H.I. Shanghai) Subsidiary company Exer Logistics Co., Ltd. Subsidiary company
(Continued)
50
T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
Shanghai Yaohwa International Forwarder Co., Ltd. Subsidiary company (Shanghai Yaohwa)
(Continued)
51
T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
Name of subsidiary Relationship to the Group Taiwan Express (HK) Co., Ltd. (TEC HK) Subsidiary company Taiwan Express (USA) INC. Subsidiary company TEC Logistics Co., Ltd. Subsidiary company TEC LOGISTICS (USA), INC Subsidiary company Hiview Logistics Co., Ltd. Subsidiary company TEC Logistics (Shenzhen) Co., Ltd. Subsidiary company T.H.I. LOGISTICS (Malaysia) SDN. BHD Subsidiary company T.H.I. LOGISTICS PHILIPPINES CORP. Subsidiary company Air Tropolis Express (s) Pte Ltd. Subsidiary company T-Cube (Suzhou) Global Logisties Co., Ltd. Subsidiary company T-SC Factoring Co., Ltd. Subsidiary company Shanghai Moorluk International Shipping Co.,Ltd. Subsidiary company T-SC Trading Co., Ltd. Subsidiary company TEC LOGISTICS VIETNAM COMPANY LIMITED Subsidiary company PT. Dexter Eurekatama Investment under equity method LOGI International Co., Ltd. Investment under equity method Orient Air General Sales Agent Co., Ltd. Investment under equity method
- (c) Transactions with key management personnel
Key management personnel compensation comprised:
| Short-term employee benefits Post-employment benefits |
2020 $ 16,125 1,709 |
2019 14,810 1,129 |
|---|---|---|
$ 17,834 |
15,939 |
(d) Other related-party transactions
- (i) Sales
The amount of significant sales by Company to related parties and its outstanding balance are as follows:
| T.H.I. Group (Shanghai) Ltd. (T.H.I. Shanghai) Taiwan Express Logistics Co., Ltd. (TEC) Other subsidiaries |
Sales 2020 2019 $ 35,108 33,098 10,683 9,204 13,320 12,908 |
Sales 2020 2019 $ 35,108 33,098 10,683 9,204 13,320 12,908 |
Accounts receivable December 31, 2020 December 31, 2019 33,457 31,703 5,501 4,840 6,635 6,684 |
Accounts receivable December 31, 2020 December 31, 2019 33,457 31,703 5,501 4,840 6,635 6,684 |
|---|---|---|---|---|
| 2020 $ 35,108 10,683 13,320 |
December 31, 2020 33,457 5,501 6,635 |
|||
$ 59,111 |
55,210 |
45,593 |
43,227 |
Trading terms of the above transactions require payments within 30 to 60 days or depending on the funding needs.
(Continued)
52
T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
(ii) Other payables
| December 31, 2020 T.H.I. Group (Shanghai) Ltd. (T.H.I Shanghai) $ - Other subsidiaries - Subsidiary $ - Amounts received and are payables to subsidiaries. (iii) Loans to subsidiary (recorded in other receivables due from related parties) The Company’s loans to subsidiary and interest income are as follows: December 31, 2020 Taiwan Express Logistics Co., Ltd. (TEC) $ 200,000 2020 Interest income $ 1,957 |
December 31, 2020 $ - - |
December 31, 2019 36,016 11,474 |
|---|---|---|
| $ - |
47,490 |
|
December 31, 2019 200,000 |
||
2020 $ 1,957 |
2019 2,110 |
The interest of the Company’s loan to related parties are accrued by the average interest rate of the financial institution's short-term borrowings in the current year. All loans are unsecured and no impairment are required after assessment.
- (iv) Leases (recorded in other income)
T.H.I. Logistics Co., Ltd.
| 2020 $ 3,564 |
2019 3,564 |
|---|---|
The Company rented out an office to its subsidiary, the rental fee is determined based on nearby office rental rates and collected by monthly.
(8) Pledged assets:
| Pledged assets: | |||
|---|---|---|---|
| Pledged assets | Object | December 31, 2020 |
December 31, 2019 173,362 336 |
| Property, plant, and equipment Refundable deposits |
Credit facility Office car deposit |
$ 172,950 336 $ 173,286 |
|
173,698 |
(9) Commitments and contingencies:
(a) Promissory notes issued to the bank as collateral for short-term bank borrowings, logistics business, etc., were as follows.
| Promissory notes | December 31, 2020 $ 1,300,000 |
December 31, 2019 1,380,000 |
|---|---|---|
(Continued)
53
T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
(10) Losses Due to Major Disasters: None.
(11) Subsequent Events: None.
(12) Other:
- (a) A summary of current-period employee benefits, depreciation, and amortization, by function, is as follows:
| By function By item |
2020 |
2020 |
2020 |
2019 | 2019 | 2019 |
|---|---|---|---|---|---|---|
| Operating costs |
Operating expenses |
Total | Operating costs |
Operating expenses |
Total | |
| Employee benefit Salaries Labor and health insurance Pension Remuneration of directors Others Depreciation Amortization |
37,906 2,664 2,721 11,080 1,207 6,192 6,182 |
- - - - - - - |
37,906 2,664 2,721 11,080 1,207 6,192 6,182 |
31,360 2,760 2,622 7,650 1,461 5,808 5,771 |
- - - - - - - |
31,360 2,760 2,622 7,650 1,461 5,808 5,771 |
The Company’s headcount and employees benefit expenses for the years 2020 and 2019 were as follows:
| Number of employees Number of non-employee directors The average employee benefits The average salary Change in the average salary Compensation to the supervisor |
2020 38 |
2019 38 9 1,317 1,081 (30.21)% - |
|---|---|---|
| 9 | ||
| $ 1,534 |
||
$ 1,307 |
||
20.91% $ - |
The Company’s salaries and wages policy for directors, supervisors, management, and employees is as follows:
-
(i) Remuneration to directors and supervisors shall be no more than 0.3% of the annual profits as stated in the Company’s Articles of Incorporation. If the Company has the accumulated loss, the profit should be reserved to cover the loss amount.
-
(ii) Compensation of management is determined by the compensation committee and resolved by the Board of Directors, taking into account the work results and the extent of contribution to the Company.
-
(iii) Compensation of employees is determined by the position, performance, and seniority, taking into account the work results and the extent of contribution to the Company.
(Continued)
54
(English Translation of Financial Report Originally Issued in Chinese) T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
(13) Other disclosures:
- (a) Information on significant transactions:
The following is the information on significant transactions required by the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” for the Company:
(i) Loans to other parties:
==> picture [580 x 335] intentionally omitted <==
----- Start of picture text -----
Highest balance Purposes of Transaction Collateral
of financing to Actual Range of fund amount for Reasons
other parties usage amount interest rates financing business for Individual Maximum
No Name of Account Related during the Ending during the during the for the between two short-term Allowance funding loan limit of fund
(Note 1) Name of lender borrower name party period balance period period borrower parties financing for bad debt Item Value limits financing
0 The Company Taiwan Express Other Yes 270,000 270,000 200,000 Monthly 2 - Trading - - 627,745 1,255,490
Logistic Co., receivables- changes in turnover
Ltd. related interest
patties rates
2 T.H.I. Group Taiwan Express Other Yes 117,160 56,200 56,200 Monthly 2 - Trading - - 448,625 897,250
Limited (in (HK) Co., receivables- changes in turnover
HK) Ltd. related interest
patties rates
4 T.H.I. Group Shanghai Other Yes 8,665 8,613 4,307 4.35% 2 - Trading - - 269,357 538,715
(Shanghai) Ltd. Moorluk receivables- turnover
(T.H.I. International related
Shanghai) Shipping Co., patties
Ltd.
4 T.H.I. Group T-SC Factoring Other Yes 85,048 43,066 - 4.35%-4.7% 2 - Trading - - 269,357 538,715
(Shanghai) Ltd. Co., receivables- turnover
(T.H.I. Ltd. related
Shanghai) patties
4 T.H.I. Group T-Cube Global Other Yes 21,663 21,533 - 4.35% 2 - Trading - - 269,357 538,715
(Shanghai) Ltd. Logistics Co., receivables- turnover
(T.H.I. Ltd. related
Shanghai) patties
5 Shanghai Shanghai Other Yes 8,665 8,613 - 4.35% 2 - Trading - - 24,682 49,365
Yahohwa Moorluk receivables- turnover
International International related
Forwarder Co., Shipping Co., parties
Ltd. Ltd.
5 Shanghai T-SC Factoring Other Yes 17,544 17,226 - 4.35%-4.7% 2 - Trading - - 24,682 49,365
Yahohwa Co., receivables- turnover
International Ltd. related
Forwarder Co., patties
Ltd.
----- End of picture text -----
Note 1: The numbers indicated above represent the following: 0 for investor, 1 to 4 for investee.
Note 2: Nature of lending: 1 for counterparties with transactions, and 2 for short-term operating capital.
Note 3: The ceiling on total loans granted by the Company to all parties is 40% of the net assets in the financial statements; the ceiling on total loans granted by the Company to each entity is 20% of the net assets in the financial statements.
Note 4: Ending facility balance approved by BOD.
- (ii) Guarantees and endorsements for other parties:
| No. | Name of guarantor |
Counter-party of guarantee and endorsement |
Counter-party of guarantee and endorsement |
Limitation on amount of guarantees and endorsements for a specific enterprise |
Highest balance for guarantees and endorsements during the period |
Balance of guarantees and endorsements as of reporting date |
Actual usage amount during the period |
Property pledged for guarantees and endorsements (Amount) |
Ratio of accumulated amounts of guarantees and endorsements to net worth of the latest financial statements |
Maximum amount for guarantees and endorsements |
Parent company endorsements/ guarantees to third parties on behalf of subsidiary |
Subsidiary endorsements/ guarantees to third parties on behalf of parent company |
Endorsements/ guarantees to third parties on behalf of companies in Mainland China |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Relationship with the Company |
||||||||||||
| 0 0 0 |
The Company The Company The Company |
Shanghai Yaohwa International Forwarder Co., Ltd. T.H.I. Group (Shanghai) Ltd. T-Cube Global Logistics Co., Ltd. |
2 2 2 |
627,745 627,745 627,745 |
13,158 208,365 136,854 |
12,920 135,765 81,825 |
- 14,431 31,012 |
- - - |
0.41% 4.33% 2.61% |
1,255,490 1,255,490 1,255,490 |
Y Y Y |
N N N |
Y Y Y |
(Continued)
54
(English Translation of Financial Report Originally Issued in Chinese) T3EX GLOBAL HOLDINGS CORP. Notes to the Financial Statements
==> picture [585 x 42] intentionally omitted <==
----- Start of picture text -----
[ 0 ] The Taiwan Express 2 627,745 205,030 98,350 - - 3.13% 1,255,490 Y N N
Company (HK) Co., Ltd.
(TEC
HK)
----- End of picture text -----
(Continued)
55
(English Translation of Financial Report Originally Issued in Chinese) T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
==> picture [605 x 155] intentionally omitted <==
----- Start of picture text -----
Ratio of
Counter-party of accumulated
guarantee and amounts of Parent Subsidiary Endorsements/
endorsement Limitation on Highest Balance of Property guarantees and company endorsements/ guarantees to
[ 0 ] The T.H.I. Group 2 627,745 58,680 28,100 2,442 - 0.90% 1,255,490 Y N N
Company Limited (in
H.K.)
[ 2 ] The T-SC Factoring 3 627,745 294,830 285,580 - - 9.10% 1,255,490 Y N Y
Company Co.,
Ltd.
[ 2 ] Shanghai T.H.I. Group 4 12,341 3,070 3,015 3,015 - 2.44% 49,365 N N Y
Yaohwa (Shanghai)
International Ltd.
Forwarder
Co.,
Ltd.
----- End of picture text -----
Note 1: The numbers indicated above represent the following: 0 for investor, 1 onwards for investee
Note 2: The relationship between the guarantee provider and the receiver is as follows:
-
(1)The Company has transactions with its counterparties.
-
(2)The Company holds more than 50% of common shares of its subsidiary.
-
(3)The Company and its subsidiaries hold more than 50% of common shares of the investee company.
-
(4)The parent company holds more than 90% of its outstanding common shares (directly or indirectly) through a subsidiary.
-
(5)Companies within the same architectural field have signed a contractual agreement to provide mutual endorsements/ guarantees for the need of a specific construction project.
-
(6)The shareholders provide endorsements and/or guarantees for their mutually invested company in proportion to their shareholding percentage.
-
(7)Within the trade performance guarantees for preconstruction-sales contract in accordance with the Consumer Protection Law is jointly guaranteed.
-
Note 3: (1)Total guarantees amount should not exceed 40% of the Company’s net assets in the financial statements if the following conditions are met:
-
Ownership of the Company should exceed 50%:
Guarantee amount should not exceed 20% of the Company’s net assets
Ownership of the Company should not exceed 50%:
Guarantee amount should not exceed 20% of the Company’s net assets
The net assets stated above refer to the net assets from the Company’s most recently audited financial statements.
- (2) Apart from the conditions listed above, guarantees for the purpose of business relations should not exceed the total amount of business transactions between the two parties, whichever is lower. The definition of business transactions could either be purchases or sales, whichever is higher.
(iii) Securities held as of December 31, 2020 (excluding investment in subsidiaries, associates and joint ventures):
(In Thousands of New Taiwan Dollars/thousand shares)
| Name of holder | Category and name of security |
Relationship with company |
Account title |
Ending balance | Ending balance | Ending balance | Ending balance | Note |
|---|---|---|---|---|---|---|---|---|
| Shares/Units (thousands) |
Carrying value | Percentage of ownership (%) |
Fair value | |||||
| The Company The Company The Company The Company |
Fund Yuanta Wan Tai Fund Stock Evergreen Marine Corporation Stock Soonest Express Co., Ltd. Stock Yang Ming Marine Transport Corp. |
- - - - |
Financial assets at fair value through profit or loss- current Financial assets at fair value through profit or loss- current Financial assets at fair value through other comprehensive income- current Financial assets at fair value through other comprehensive income- current |
473,454 1,705,000 609,972 5,500,577 |
7,223 69,394 42,881 160,892 |
- 0.040 2.03 0.21 |
7,223 69,394 42,881 160,892 |
(Continued)
55
(English Translation of Financial Report Originally Issued in Chinese) T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
==> picture [574 x 145] intentionally omitted <==
----- Start of picture text -----
Ratio of
Counter-party of accumulated
guarantee and amounts of Parent Subsidiary Endorsements/
endorsement Limitation on Highest Balance of Property guarantees and company endorsements/ guarantees to
The Company Stock - Financial assets at 10,000,000 229,000 0.38 229,000 Note(1)
Yang Ming Marine fair value through
Transport other comprehensive
Corp. income-non-current
Taiwan Express Stock - Financial assets at 3,880,000 108,407 12.90 108,407
Logistic Co., Central Taiwan fair value through
Ltd. Science Park other comprehensive
Logistics Co., income-non-current
Ltd.
----- End of picture text -----
(Continued)
56
(English Translation of Financial Report Originally Issued in Chinese) T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
Note 1: Private placement stock.
-
(iv) Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20% of the capital stock:None
-
(v) Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock:None
-
(vi) Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock:None
-
(vii) Related-party transactions for purchases and sales with amounts exceeding the lower of NT$300 million or 20% of the capital stock:None
-
(viii) Receivables from related parties with amounts exceeding the lower of NT$100 million or 20% of the capital stock:
(In Thousands of New Taiwan Dollars/thousand shares)
| Name of company |
Counter-party | Nature of relationship |
Ending balance |
Turnover rate |
Overdue | Overdue | Amounts received in subsequent period (Note 1) |
Allowance for bad debts |
|---|---|---|---|---|---|---|---|---|
| Amount | Action taken | |||||||
| T.H.I. Group (Shanghai) Ltd The Company |
T.H.I. Group Limited(in H.K.) Taiwan Express Logistic Co., Ltd. |
Associates Associates |
Other receivables 575,457 Other receivables 200,000 |
- - |
- - |
170,073 - |
- - |
Note 1: Amounts collected as of February 19, 2021.
-
(ix) Trading in derivative instruments: Please refer to Notes 6(b)(j).
-
(b) Information on investees:
The following is the information on investees for the years ended December 31, 2020 (excluding information on investees in Mainland China):
(In Thousands of New Taiwan Dollars)
| Investor | Investee | Location | Main Businesses and Products |
Investment Amount | Investment Amount | Balance as of December 31, 2020 | Balance as of December 31, 2020 | Balance as of December 31, 2020 | Net income (loss) of the Investee |
Share of profit loss of invest |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 | December 31, 2019 | Shares | Percentage of Ownership |
Carrying value |
|||||||
| The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company |
T.H.I. Group Ltd.(in B.V.I) GREATLINE INTERNATIONAL LIMITED T.H.I Group VIETNAM CO., LTD. T.H.I GROUP (BANGKOK) COMPANY LIMITED THI & Maruzen Co., Ltd Taiwan Express Logistic Co., Ltd. T.H.I. Logistics Co. Ltd. T.H.I. GROUP (CAMBODIA) Co., Ltd. PT. Dexter Eurekatama T.H.I. GROUP SINGAPORE PTE. LTD LOGI International Co., Ltd. Fresh Beauty Enterprises Ltd. T.H.I. Logistics (Malaysia) SDN. BHD T.H.I. LOGISTICS PHILIPPINES |
British Virgin Islands British Virgin Islands Vietnam Thailand Japan Taiwan Taiwan Cambodia Indonesia Singapore Korea Samoa Malaysia Philippines |
Offshore settlement center Offshore holding company Air & sea freight forwarding and packaging Air & sea freight forwarding and packaging Air & sea freight forwarding Air & sea freight forwarding Air & sea freight forwarding Air & sea freight forwarding Air & sea freight forwarding Air & sea freight forwarding Air & sea freight forwarding Offshore holding company Air & sea freight forwarding Air & sea freight forwarding |
35,000 (USD1,000) 134,428 (USD4,050) 8,362 (USD275) 2,372 (USD72) 10,365 (JPY31,130) 704,200 130,000 4,462 (USD150) 47,381 (USD1,598) 19,032 (SGD850) 9,666 (USD300) 307,353 (CNY60,979) 10,381 (USD315) 16,467 (USD4,314) |
35,000 (USD1,000) 134,428 (USD4,050) 8,362 (USD275) 2,372 (USD72) 10,365 (JPY31,130) 704,200 130,000 4,462 (USD150) 47,381 (USD1,598) 19,032 (SGD850) 9,666 (USD300 307,353 (CNY60,979) 10,381 (USD315) 10,761 |
1,000,000 4,050,000 4,950,000,000 - 3,060 35,958,400 13,000,000 - 12,000 850,000 16,285 66 180,000 419,750 |
100.00% 100.00% 99.00% 49.00% 51.00% 100.00% 100.00% 100.00% 30.00% 91.40% 30.00% 66.00% 90.00% 99.94% |
114,460 2,248,016 66,018 14,453 27,777 870,113 162,493 14,476 36,908 5,018 5,911 299,686 10,771 7,879 |
3,918 375,608 18,230 10,973 11,194 108,850 18,521 5,132 4,967 639 (1,675) 6,571 3,310 (4,294) |
3,918 375,608 18,048 5,377 5,709 102,850 18,521 5,132 (1,634) 584 (503) 2,029 2,979 (4,291) |
Subsidiaries Subsidiaries Subsidiaries Subsidiaries Subsidiaries Subsidiaries Subsidiaries Subsidiaries Investment under equity method Subsidiaries Investment under equity method Subsidiaries Subsidiaries Subsidiaries |
(Continued)
56
(English Translation of Financial Report Originally Issued in Chinese) T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
==> picture [561 x 146] intentionally omitted <==
----- Start of picture text -----
CORP.
GREATLINE T.H.I. GROUP LIMITED Hong Kong Air & sea freight 139,948 139,948 12,480,000 100.00% 2,246,915 375,774 375,774 Subsidiaries
INTERNATIO(in forwarding (USD4,314) (USD4,314)
NAL HK)
LIMITED
Fresh Beauty Eastern Union Holdings Hong Kong Offshore holding 57,411 57,411 - 100.00% 123,339 6,571 6,571 Subsidiaries
Enterprises Limited. company (USD1,751) (HKD1,751)
Ltd.
TEC Taiwan Express (HK) Co., Hong Kong Freight forwarding, 266,807 266,807 - 100.00% 420,138 66,107 66,107 Subsidiaries
Ltd. customs clearance, and (HKD70,550) HKD70,550
distribution
TEC TEC Logistic Co., Ltd. Taiwan Freight forwarding, 6,000 6,000 1,000,000 100.00% - - - Subsidiaries
customs clearance, and
delivery
services
----- End of picture text -----
(Continued)
57
(English Translation of Financial Report Originally Issued in Chinese) T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
==> picture [567 x 209] intentionally omitted <==
----- Start of picture text -----
Investment Amount Balance as of December 31, 2020 Net income Share of
Main Businesses and Percentage of Carrying (loss) profit loss
Investor Investee Location Products December 31, 2020 December 31, 2019 Shares Ownership value of the Investee of invest Note
TEC Orient Air General Sales Taiwan Freight forwarding, 600 600 60,000 30.00% 5,089 9,826 2,948 The Group
Agent Co., customs clearance, and invested in
Ltd. delivery which the
services subsidiary
holds 30% of
the
shares
TEC Hiview Logistics Co., Ltd. Taiwan Freight forwarding, 76,590 76,590 5,000,000 97.51% 112,610 25,853 25,210 Subsidiaries
customs clearance, and
distribution
TEC Taiwan Express (USA), United States Freight forwarding, 31,629 31,629 100,000 100.00% 31,622 - - Subsidiaries
INC. customs clearance, and (USD1,000) (USD1,000)
distribution
TEC TEC LOGISTICS (USA), United States Freight forwarding, 8,549 8,549 200 100.00% 12,199 - - Subsidiaries
INC. customs clearance, and (USD290) (USD290)
distribution
TEC TEC LDGISTICS Vietnam Air & Sea freight 10,577 - - 100.00% 9,835 - - Subsidiaries
VIETNAM COMPANY forwarding (USD350)
LIMITED
TEC HK Airtropolis Express(s) Pte. Singapore Air freight forwarding 76,640 76,640 533 65.00% 106,472 40,196 24,424 Subsidiaries
Ltd. (SGD3,413) (SGD3,413)
----- End of picture text -----
-
(c) Information on investment in mainland China
-
(i) Name, major operations and related information of investee in Mainland China:
(In Thousands of New Taiwan Dollars)
==> picture [539 x 343] intentionally omitted <==
----- Start of picture text -----
Accumulated Accumulated Net
Main Total Method outflow of Investment flows outflow of income Accumulated
businesses amount of investment from investment from (losses) Percentage Investment book remittance of
Name of and of paid-in investment Taiwan as of Taiwan as of of the of income value earnings in
investee products capital (note 1) January 1, 2020 Outflow Inflow December 31, 2020 investee ownership (losses) current period
(in thousand)
Shanghai Yaohwa Air & sea freight 55,031 Note 1(2) 55,031 - - 55,031 5,069 100.00% 5,069 123,410 -
International forwarding and (1,700USD) (1,700USD) (1,700USD)
Forwarder Co., customs
Ltd. clearance
T.H.I. Group Air & sea freight 92,883 Note 1(2) 89,165 - - 89,165 240,082 100.00% 240,082 1,372,650 -
(Shanghai) forwarding and (3,060USD) (3,060USD) (3,060USD)
Ltd. customs
clearance
T-SC Factoring Co., Commercial service 215,680 Note 2 - - - - 2,155 100.00% 2,155 217,930 -
Ltd. industry (50,000CNY)
Shanghai Shangijun Air & sea freight 22,460 Note 2 - - - - 1,917 65.00% 964 16,988 -
International Logistic forwarding and (5,000CNY)
Co., customs
Ltd. clearance
T-Cube Global Warehousing 54,610 Note1(2) 274,589 - - 274,589 6,531 66.00% 4,310 107,461 21,140
Logistics Co., Ltd. (11,000CNY) (8,391USD) (8,391USD)
EXer Logistics Co., Express logistics 58,023 Note 2 - - - - 35,572 93.51% 31,546 112,574 -
Ltd.
(12,438CNY)
TEC Logistics Freight forwarding, 183,901 Note3 183,901 - - 183,901 41,020 100.00% 41,020 222,746 -
(Shenzhen) Co., Ltd. and customs clearance, (48,550HKD) (48,550HKD) (48,550HKD)
distribution
T-Cube (Suzhou) Express logistics 43 Note 4 - - - - 40 66.00% 26 79 -
Global
(10CNY)
Logistic
T-SC Trading Co., Supply chain 213 Note 5 - - - - (77) 100.00% (77) 137 -
Ltd. management, import (50CNY)
and export
trading
----- End of picture text -----
Note : The above investments were eliminated in the preparation of consolidated financial statements.
Note 1: The method of investment in Mainland China is as follows:
-
(1) Invested directly in Mainland China.
-
(2) Invested in Mainland China Via remittance through a third region.
-
(3) Others
-
Note 2: T.H.I. Group (Shanghai) Ltd. (T.H.I. Shanghai) directly invested in Exer Logistice Co., Ltd., Shanghai Moorluk International Shipping Co., Ltd and T-SC Factoring Co., Ltd.
(Continued)
57
(English Translation of Financial Report Originally Issued in Chinese) T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
Investment Amount Balance as of December 31, 2020 Net income Share of Main Businesses and Percentage of Carrying (loss) profit loss Investor Investee Location Products December 31, 2020 December 31, 2019 Shares Ownership value of the Investee of invest Note
Note 3: TEC Logistics (Shenzhen) Co., Ltd is invested by the Company’s subsidiary, Taiwan Express Logistic Co., Ltd., that invested in Mainland China via remittance through a third region. The upper limit of the investments is 60% of Taiwan Express Logistic Co., Ltd.’s net assets amounting to $183,901 thousand (HKD48,550 thousand) in the financial statements based on the “REGULATIONS GOVERNING THE APPROVAL OF INVESTMENT OR TECHNICAL COOPERATION IN MAINLAND CHINA” and have been approved by the Investment Commission Ministry of Economic Affairs.
Note 4: T-Cube Global Logistics Co., Ltd. directly invested in T-Cube (Suzhou) Global Logistic Co., Ltd.
Note 5: Shanghai Yaohwa International Forwarder Co., Ltd. directly invested in T-SC Trading Co., Ltd. but has yet to invest in its operating activity.
(Continued)
58
(English Translation of Financial Report Originally Issued in Chinese) T3EX GLOBAL HOLDINGS CORP.
Notes to the Financial Statements
(ii) Limitation on investment in Mainland China:
| Company Name | Accumulated Investment in Mainland China as of December 31,2020(Note 1) |
Investment Amounts Authorized by Investment Commission,MOEA(Note 2) |
Upper Limit on Investment |
|---|---|---|---|
| The Company | 385,476 ( 13,718USD thousand) |
457,440 ( 16,279USD thousand) |
1,883,236 |
Note 1: Calculated by accumulated investment in Mainland China as of December 31, 2020 including 6,530 thousand (USD 200 thousand) remitted to T.H.I. Group (Shanghai) Logistic Ltd. and including USD 367 thousand remitted to Shanghai Huiyou Yuanhua trade Co., Ltd..
Note 2: At the reporting date, the exchange between USD and TWD rate was 1:28.1.
The investment income (losses) of the investee in mainland china are calculated based on the financial statement audit by the Company’s CPA.
-
(iii) Significant transactions:None
-
(d) Major shareholders:
| Major shareholders: | ||
|---|---|---|
| Shareholding Shareholder’s Name |
Shares | Percentage |
| WPG HOLDINGS LIMITED | 10,112,039 | 8.63% |
| GOLDEN HORSE INVESTMENTS CORP. | 6,349,013 | 5.41% |
(14) Segment information:
Please refer to the consolidated financial statements for the years ended December 31, 2020.
58
T3EX GLOBAL HOLDINGS CORP.
STATEMENT OF FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS--CURRENT
December 31, 2020
(Expressed in thousands of New Taiwan Dollars)
Unit: thousand shares / thousand units
| Items Stock :Evergreen Marine Corporation Fund :Yunta Wan Tai Fund Bond: Right of redemption of convertible bonds |
Number of units 1,705 473 - |
Valuation $ 41,396 25 180 $ 41,601 |
Fair value Unitprice Total 40.70 69,394 15.26 7,223 - 328 76,945 |
Fair value Unitprice Total 40.70 69,394 15.26 7,223 - 328 76,945 |
|---|---|---|---|---|
| Unitprice 40.70 15.26 - |
||||
59
T3EX GLOBAL HOLDINGS CORP.
STATEMENT OF FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME-CURRENT
December 31, 2020
(Expressed in thousands of New Taiwan Dollars)
Unit: thousand shares
| Name Soonest Express Co., Ltd Yang Ming Marine Transport Group |
Valuation $ 20,562 94,994 |
Number of shares 610 5,501 |
Fair value 42,881 160,892 |
Collateral |
|---|---|---|---|---|
| None None |
||||
$ 115,556 |
203,773 |
60
T3EX GLOBAL HOLDINGS CORP.
STATEMENT OF FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER
COMPREHENSIVE INCOME-NON-CURRENT
For the year ended December 31, 2020
(Expressed in thousands of New Taiwan Dollars)
Unit: thousand shares
| Name Yang Ming Marine Transport Group |
Beginning balance | Beginning balance | Additions | Additions | Additions | Decrease | Decrease | Decrease | Valuation 158,900 |
**Ending ** | **Ending ** | balance | Accumulated Impairment Not appplicable |
Collateral |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares 10,000 |
Fair value $ 70,100 |
Number of shares |
Amount - |
Number of shares |
Amount | Number of shares |
Fair value 229,000 |
|||||||
| - | - | - | 10,000 | None |
61
T3EX GLOBAL HOLDINGS CORP.
STATEMENT OF CHANGES IN INVESTMENTS ACCOUNTED INVESTEES
For the year ended December 31, 2020
(Expressed in thousands of New Taiwan Dollars)
Unit: thousand shares
| Name T.H.I. Group Ltd. GREATLINE INTERNATIONAL LIMITED T.H.I. GROUP VIETNAM CO., LTD. T.H.I. GROUP (BANGKOK) COMPANY LIMITED THI & Maruzen Co., Ltd Taiwan Express Logistics Co., Ltd. T.H.I. Logistics Co. Ltd T.H.I. GROUP (CAMBODIA) Co., Ltd. PT DEXTER EUREKATAMA T.H.I. GROUP SINGAPORE PTE. LTD . LOGI International Co., Ltd. Fresh Beauty Entorprises LTD T.H.I. Logistics (Malaysia) SDN. BHD T.H.I. LOGISTICS PHILIPPINES CORP. Total |
Beginning balance (Restated) Number of shares Percentage of ownership Amount 1,000 100 $ 118,182 4,050 100 1,916,019 4,950,000 99 51,843 - 49 9,683 3 51 23,196 39,598 100 800,978 13,000 100 158,237 - 100 10,242 12 30 43,760 850 91 4,644 16 30 6,430 66 66 297,493 180 90 8,198 420 100 6,513 $ 3,455,418 |
Beginning balance (Restated) Number of shares Percentage of ownership Amount 1,000 100 $ 118,182 4,050 100 1,916,019 4,950,000 99 51,843 - 49 9,683 3 51 23,196 39,598 100 800,978 13,000 100 158,237 - 100 10,242 12 30 43,760 850 91 4,644 16 30 6,430 66 66 297,493 180 90 8,198 420 100 6,513 $ 3,455,418 |
Beginning balance (Restated) Number of shares Percentage of ownership Amount 1,000 100 $ 118,182 4,050 100 1,916,019 4,950,000 99 51,843 - 49 9,683 3 51 23,196 39,598 100 800,978 13,000 100 158,237 - 100 10,242 12 30 43,760 850 91 4,644 16 30 6,430 66 66 297,493 180 90 8,198 420 100 6,513 $ 3,455,418 |
Additions (Note 2) | Additions (Note 2) | Decrease | (Note 3) | Gains/loss from Investment using the equally method |
Forage exchange adjustments (7,640) (44,272) (3,873) (607) (363) (13,907) - (898) 690 (210) (16) 164 (406) (49) |
Ending balance | Fair value (Note1) Unit price Total - 114,460 - 2,248,016 - 66,018 - 14,453 - 27,777 - 870,113 (Note 4) - 162,493 - 14,476 - 36,908 (Note 4) - 5,018 - 5,911 (Note 4) - 299,686 (Note 4) - 10,771 - 7,879 3,883,979 |
Evaluation basis |
Collateral | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares 1,000 4,050 4,950,000 - 3 39,598 13,000 - 12 850 16 66 180 420 |
Percentage of ownership |
Number of shares - - - - - - - - - - - - - - |
Amount | Number of shares - - - - - - - - - - - - - - |
Amount - - - - (765) 22,502 16,874 - (5,908) - - - - - |
Number of shares 1,000 4,050 4,950,000 - 3 39,598 13,000 - 12 850 16 66 180 420 |
Percentage of ownership 100 100 99 49 51 100 100 100 30 91.4 30 66 90 100.00 |
Amount 114,460 2,248,016 66,018 14,453 27,777 870,113 162,493 14,476 36,908 5,018 5,911 299,686 10,771 7,879 3,883,979 |
Unit price - - - - - - - - - - - - - - |
||||||
100 100 99 49 51 100 100 100 30 91 30 66 90 100 |
- 661 - - - 2,694 2,609 - - - - - - 5,706 |
3,918 375,608 18,048 5,377 5,709 102,850 18,521 5,132 (1,634) 584 (503) 2,029 2,979 (4,291) |
Equity method Equity method Equity method Equity method Equity method Equity method Equity method Equity method Equity method Equity method Equity method Equity method Equity method Equity method |
None None None None None None None None None None None None None None |
|||||||||||
$ 3,455,418 |
11,670 |
(46,049) | 534,327 |
(71,387) |
Note 1: The Company’s long term investment belongs to private companies, therefore the market value is disclosed as its net equity.
Note 2: The Company's capital increase by cash granted for employees of subsidaries, remeasurement of the net defined benefit liability of subsidiaries and change in ownership interests in subsidiaries.
Note 3: Cash dividends, valuation of financial assets at fair value through other comprehensive income and remeasurement of the net defined benefit liability.
Note 4: Goodwill and intangible assets are included.
62
T3EX GLOBAL HOLDINGS CORP.
STATEMENT OF OPERATING COSTS
For the year ended December 31, 2020
(Expressed in thousands of New Taiwan Dollars)
| Account Operating Costs Total |
Descriptions Salary Expense Professional Expense Depreciation Amortization Others (Less than 5%) |
Amount $ 48,106 5,511 6,192 6,182 21,199 $ 87,190 |
|---|---|---|
Net revenue, please refer to Note 6 (r). Property, plant and equipment, please refer to Note 6 (g). Accumulated depreciation of property, plant and equipment, please refer to Note 6 (g). Intangible assets, please refer to Note 6 (h). Deferred tax liabilities, please refer to Note 6 (m). Other gains and losses, please refer to Note 6 (s).