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TASC — Interim / Quarterly Report 2021
Dec 14, 2021
52015_rns_2021-12-14_c3115e89-6286-4288-926f-c6b7657dc280.pdf
Interim / Quarterly Report
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OPTO TECH CORPORATION AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’ REVIEW REPORT SEPTEMBER 30, 2021 AND 2020
For the convenience of readers and for information purpose only, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail.
~1~
INDEPENDENT AUDITORS’ REVIEW REPORT TRANSLATED FROM CHINESE
To the Board of Directors and Shareholders of Opto Tech Corporation
Introduction
We have reviewed the accompanying consolidated balance sheets of Opto Tech Corporation and subsidiaries (the “Group”) as at September 30, 2021 and 2020, and the related consolidated statements of comprehensive income for the three months and nine months then ended, as well as the consolidated statements of changes in equity and of cash flows for the nine months then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies. Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and International Accounting Standard 34, “Interim Financial Reporting” as endorsed by the Financial Supervisory Commission. Our responsibility is to express a conclusion on these consolidated financial statements based on our reviews.
Scope of review
Except as explained in the following paragraph, we conducted our reviews in accordance with the Statement of Auditing Standards No. 65, “Review of Financial Information Performed by the Independent Auditor of the Entity” in the Republic of China. A review of consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Basis for qualified conclusion
As explained in Notes 4(3)B and 6(7), the amounts and information of the financial statements of insignificant consolidated subsidiaries and investments accounted for using the equity method were not reviewed by independent auditors. Those statements reflect total assets of NT$874,360 thousand and NT$413,405 thousand, constituting 7.14% and 3.88% of the consolidated total assets, and total liabilities of NT$167,320 thousand and NT$163,957 thousand, constituting 5.66% and 4.82% of the consolidated total liabilities as of September 30, 2021 and 2020, and total comprehensive income (including income and loss of the associates accounted for using the equity method) of NT$2,602 thousand and NT$2,620
~2~
thousand, for the three months ended September 30, 2021 and 2020, respectively, and NT$31,677 and NT($947) for the nine months ended September 30, 2021 and 2020, constituting 1.07%, 1.29%, 4.52% and (0.27%) of the consolidated total comprehensive income, respectively.
Qualified conclusion
Except for the adjustments to the consolidated financial statements, if any, as might have been determined to be necessary had the financial statements of the insignificant subsidiaries and equity method investees been reviewed by independent auditors, that we might have become aware of had it not been for the situation described above, based on our reviews, nothing has come to our attention that causes us to believe that the accompanying consolidated financial statements do not present fairly, in all material respects, the consolidated financial position of the Group as at September 30, 2021 and 2020, and of its consolidated financial performance for the three months and nine months then ended and its consolidated cash flows for the nine months then ended in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and International Accounting Standard 34, “ Interim Financial Reporting” as endorsed by the Financial Supervisory Commission.
Chiang, Tsai-Yen
[Lai, Chung-Hsi ]
For and on behalf of PricewaterhouseCoopers, Taiwan Nov 3, 2021
------------------------------------------------------------------------------------------------------------------------------------------------The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors' review report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
~3~
OPTO TECH CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2021, DECEMBER 31, 2020 AND SEPTEMBER 30, 2020 (Expressed in thousands of New Taiwan dollars) (The balance sheets as of September 30, 2021 and 2020 are reviewed, not audited)
| Assets | Notes | September 30, 2021 AMOUNT % $3,513,94429682,6066911,23872,846-1,516,0241236,977-14,427-1,072,575968,35113,412-7,822,40064106,9901806,846773,14512,598,16121220,1952399,307315,610-41,035-166,21414,427,50336$12,249,903100(Continued) |
December 31, 2020 AMOUNT % $3,100,16129320,419322,810-8,873-1,634,9131616,880-20,218-1,155,5891124,202-2,435-6,306,50059106,9901783,99875,394-2,705,13326236,1352399,307414,318-48,337135,315-4,334,92741$10,641,427100 |
September 30, 2020 | September 30, 2020 |
|---|---|---|---|---|---|
AMOUNT$3,100,161320,41922,8108,8731,634,91316,88020,2181,155,58924,2022,4356,306,500106,990783,9985,3942,705,133236,135399,30714,31848,33735,3154,334,927$10,641,427 |
AMOUNT$3,109,626270,09222,8106,2391,912,02232,39727,7261,126,55539,0211,3326,547,820106,853870,0365,4852,755,733239,861-15,21963,31538,7124,095,214$10,643,034 |
% | |||
| Current assets Cash and cash equivalents Financial assets at fair value through profit or loss - current Current financial assets at amortised cost, net Notes receivable, net Accounts receivable - net Accounts receivable - related parties - net Other receivables Inventories - net Prepayments Other current assets Current Assets Total current assets Financial assets at fair value through profit or loss - non - current Financial assets at fair value through other comprehensive income or loss - non-current Investments accounted for using equity method Property, plant and equipment - net Right-of-use assets Investment property, net Intangible assets Deferred tax assets Other non-current assets Total non-current assets Total assets |
6(1) 6(2) 6(3) and 8 6(5) 6(5) 6(5) and 7 6(6) 6(2) 6(4) 6(7) 6(8) and 7 6(9) 6(10) 6(11) 6(31) and 7 |
293--18--111- |
|||
62 |
|||||
18-262--1- |
|||||
38 |
|||||
100 |
|||||
~4~
OPTO TECH CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2021, DECEMBER 31, 2020 AND SEPTEMBER 30, 2020
(Expressed in thousands of New Taiwan dollars)
(The balance sheets as of September 30, 2021 and 2020 are reviewed, not audited)
| September 30, 2021 | September 30, 2021 | December 31, 2020 | September 30, 2020 | September 30, 2020 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Liabilities andEquity | Notes | AMOUNT | % | AMOUNT | % | AMOUNT | % | ||||||
| Current liabilities | |||||||||||||
| Short-term loans | 6(12) | $ |
341,071 |
3 |
$ |
230,758 |
2 |
$ |
223,748 |
2 |
|||
| Financial liabilities at fair value | 6(2) | ||||||||||||
| through profit or loss - current | 77 |
- |
799 |
- |
- |
- |
|||||||
| Notes payable | - |
- |
1,757 |
- |
341 |
- |
|||||||
| Accounts payable | 727,507 |
6 |
665,926 |
6 |
589,368 |
5 |
|||||||
| Accounts payable - related parties | 7 | 45,112 |
- |
51,920 |
1 |
74,093 |
1 |
||||||
| Other payables | 6(13) and 7 | 682,584 |
6 |
619,042 |
6 |
1,060,747 |
10 |
||||||
| Current income tax liabilities | 172,667 |
1 |
25,969 |
- |
69,676 |
1 |
|||||||
| Provisions for liabilities - current | 6(17) | 6,850 |
- |
4,033 |
- |
5,848 |
- |
||||||
| Current lease liabilities | 7 | 19,048 |
- |
19,560 |
- |
19,340 |
- |
||||||
| Long-term liabilities, current portion | 6(14) | 484,536 |
4 |
62,960 |
1 |
63,409 |
1 |
||||||
| Other current liabilities | 6(22) and 7 | 31,120 |
- |
50,840 |
- |
57,065 |
- |
||||||
| Current Liabilities | 2,510,572 |
20 |
1,733,564 |
16 |
2,163,635 |
20 |
|||||||
| Non-current liabilities | |||||||||||||
| Long-term loans | 6(14) | - |
- |
748,555 |
7 |
736,311 |
7 |
||||||
| Provisions for liabilities - non- | 6(17) | ||||||||||||
| current | 19,341 |
- |
18,808 |
- |
17,030 |
- |
|||||||
| Deferred tax liabilities | 43,375 |
- |
42,986 |
1 |
73,231 |
1 |
|||||||
| Non-current lease liabilities | 7 | 202,581 |
2 |
216,706 |
2 |
220,216 |
2 |
||||||
| Other non-current liabilities | 180,696 |
2 |
187,482 |
2 |
189,396 |
2 |
|||||||
| Total non-current liabilities | 445,993 |
4 |
1,214,537 |
12 |
1,236,184 |
12 |
|||||||
| Total liabilities | 2,956,565 |
24 |
2,948,101 |
28 |
3,399,819 |
32 |
|||||||
| Equity attributable to owners of | |||||||||||||
| parent | |||||||||||||
| Capital | 6(18) | ||||||||||||
| Common stock | 4,386,228 |
36 |
3,786,228 |
35 |
3,786,228 |
35 |
|||||||
| Capital Reserve | 6(19) | ||||||||||||
| Capital surplus | 1,489,822 |
12 |
703,108 |
7 |
702,965 |
7 |
|||||||
| Retained Earnings | 6(20) | ||||||||||||
| Legal reserve | 786,944 |
6 |
729,360 |
7 |
729,360 |
7 |
|||||||
| Special reserve | 2,423 |
- |
3,743 |
- |
3,743 |
- |
|||||||
| Unappropriated earnings | 2,465,649 |
20 |
2,361,920 |
22 |
1,805,232 |
17 |
|||||||
| Other Equity Adjustments | 6(21) | ||||||||||||
| Other equity interest | 213,592 |
2 |
187,351 |
2 |
235,216 |
2 |
|||||||
| Treasury stocks | 6(16)(18) | ||||||||||||
| Treasury stocks | ( |
54,954 ) |
- ( |
82,021) ( |
1) ( |
23,172) |
- |
||||||
| Equity attributable to owners of | |||||||||||||
| parent | 9,289,704 |
76 |
7,689,689 |
72 |
7,239,572 |
68 |
|||||||
| Non-controlling interest | 3,634 |
- |
3,637 |
- |
3,643 |
- |
|||||||
| Total equity | 9,293,338 |
76 |
7,693,326 |
72 |
7,243,215 |
68 |
|||||||
| Significant contingent liabilites and | 9 | ||||||||||||
| unrecognised contract commitments | |||||||||||||
| Significant events after the balance | 11 | ||||||||||||
| sheet date | |||||||||||||
| Total liabilities and equity | $ |
12,249,903 |
100 |
$ |
10,641,427 |
100 |
$ |
10,643,034 |
100 |
The accompanying notes are an integral part of these consolidated financial statements.
~5~
OPTO TECH CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars, except earnings per share)
(UNAUDITED)
| Threemonths ended | Threemonths ended | Threemonths ended | September30 | Ninemonths ended | Ninemonths ended | Ninemonths ended | September30 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | ||||||||||||
| Items | Notes | AMOUNT | % | AMOUNT | % | AMOUNT | % | AMOUNT | % | ||||||
| Operating revenue | 6(22) and 7 | $ |
1,809,464 |
100 |
$ |
1,665,499 |
100 |
$ |
4,776,743 |
100 |
$ |
4,207,493 |
100 |
||
| Operating costs | 6(6)(16)(27) | ||||||||||||||
| (28) and 7 | ( |
1,193,330) ( |
66) ( |
1,169,623) ( |
70) ( |
3,216,059) ( |
67) ( |
3,003,369) ( |
71 ) |
||||||
| Gross profit, net | 616,134 |
34 |
495,876 |
30 |
1,560,684 |
33 |
1,204,124 |
29 |
|||||||
| Operating expenses | 6(16)(27)(28) | ||||||||||||||
| Selling expenses | ( |
34,336) ( |
2) ( |
30,595) ( |
2) ( |
89,411) ( |
2) ( |
91,082) ( |
2 ) |
||||||
| General and administrative expenses | ( |
201,569) ( |
11) ( |
138,428) ( |
8) ( |
530,323) ( |
11) ( |
350,805) ( |
9 ) |
||||||
| Research and development expenses | ( |
45,939) ( |
3) ( |
84,283) ( |
5) ( |
102,874) ( |
2) ( |
244,764) ( |
6 ) |
||||||
| Expected credit gain (loss) on financial | 12(2) | ||||||||||||||
| assets | 24 |
- |
2,700 |
- ( |
2,136) |
- ( |
5,178) |
- |
|||||||
| Total operating expenses | ( |
281,820) ( |
16) ( |
250,606) ( |
15) ( |
724,744) ( |
15) ( |
691,829) ( |
17 ) |
||||||
| Operating profit | 334,314 |
18 |
245,270 |
15 |
835,940 |
18 |
512,295 |
12 |
|||||||
| Non-operating income and expenses | |||||||||||||||
| Interest income | 6(23) | 1,835 |
- |
2,107 |
- |
6,659 |
- |
9,099 |
- |
||||||
| Other income | 6(24) | 11,096 |
1 |
13,685 |
1 |
29,045 |
- |
41,342 |
1 |
||||||
| Other gains and losses | 6(25) | ( |
9,655) ( |
1) ( |
36,971) ( |
2) |
2,293 |
- ( |
71,171) ( |
2 ) |
|||||
| Finance costs | 6(26) | ( |
4,065) |
- ( |
6,586) ( |
1) ( |
14,191) |
- ( |
21,936) |
- |
|||||
| Share of loss of associates and joint | 6(7) | ||||||||||||||
| ventures accounted for under equity | |||||||||||||||
| method | ( |
2,266) |
- ( |
551) |
- ( |
1,971) |
- ( |
374) |
- |
||||||
| Total non-operating income and | |||||||||||||||
| expenses | ( |
3,055) |
- ( |
28,316) ( |
2) |
21,835 |
- ( |
43,040) ( |
1 ) |
||||||
| Profit before income tax | 331,259 |
18 |
216,954 |
13 |
857,775 |
18 |
469,255 |
11 |
|||||||
| Income tax expense | 6(29) | ( |
84,392) ( |
5) ( |
10,881) ( |
1) ( |
182,853) ( |
4) ( |
71,661) ( |
2 ) |
|||||
| Net income | $ |
246,867 |
13 |
$ |
206,073 |
12 |
$ |
674,922 |
14 |
$ |
397,594 |
9 |
(Continued)
~6~
OPTO TECH CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars, except earnings per share) (UNAUDITED)
| Threemonths ended | Threemonths ended | Threemonths ended | September30 | Ninemonths ended | Ninemonths ended | Ninemonths ended | September30 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||||||||
| Items | Notes | AMOUNT | % | AMOUNT | % | AMOUNT | % | AMOUNT | % | |||||
| Other comprehensive income (loss) | ||||||||||||||
| Items that will not be reclassified to | ||||||||||||||
| profit or loss | ||||||||||||||
| Unrealised gains (losses) on valuation of | 6(4)(21) | |||||||||||||
| fiancial assets at fair value through other | ||||||||||||||
| comprehensive (loss) income | ($ |
3,162) |
- ($ |
3,305) |
- |
$ |
22,848 |
1 ($ |
51,557) ( |
1 ) |
||||
| Income tax related to components of | 6(29) | |||||||||||||
| other comprehensive (loss) income that | ||||||||||||||
| will not be reclassified to profit or loss | - |
- |
- |
- |
- |
- |
8,364 |
- |
||||||
| Total other comprehensive (loss) | ||||||||||||||
| income that will not be reclassified to | ||||||||||||||
| profit or loss, net of tax | ( |
3,162) |
- ( |
3,305) |
- |
22,848 |
1 ( |
43,193) ( |
1) |
|||||
| Items that will be reclassified to profit or | ||||||||||||||
| loss | ||||||||||||||
| Currency translation differences of | 6(21) | |||||||||||||
| foreign operations | ( |
189) |
- |
851 |
- |
3,666 |
- ( |
1,187) |
- |
|||||
| Share of other comprehensive income | 6(7)(21) | |||||||||||||
| (loss) of associates and joint ventures | ||||||||||||||
| accounted for using equity method | ( |
117) |
- |
269 |
- ( |
278) |
- |
308 |
- |
|||||
| Total other comprehensive | ||||||||||||||
| income(loss) that will be reclassified | ||||||||||||||
| to profit or loss, net of tax | ( |
306) |
- |
1,120 |
- |
3,388 |
- ( |
879) |
- |
|||||
| Other comprehensive (loss) income that | ||||||||||||||
| will be reclassified to profit or loss, net of | ||||||||||||||
| tax | ($ |
3,468) |
- ($ |
2,185) |
- |
$ |
26,236 |
1 ($ |
44,072) ( |
1) |
||||
| Total comprehensive income for the | ||||||||||||||
| period | $ |
243,399 |
13 |
$ |
203,888 |
12 |
$ |
701,158 |
15 |
$ |
353,522 |
8 |
||
| Profit, attributable to: | ||||||||||||||
| Owners of the parent | $ |
246,867 |
13 |
$ |
206,072 |
12 |
$ |
674,920 |
14 |
$ |
397,593 |
9 |
||
| Non-controlling interest | - |
- |
1 |
- |
2 |
- |
1 |
- |
||||||
$ |
246,867 |
13 |
$ |
206,073 |
12 |
$ |
674,922 |
14 |
$ |
397,594 |
9 |
|||
| Total comprehensive income (loss) | ||||||||||||||
| attributable to: | ||||||||||||||
| Owners of the parent | $ |
243,399 |
13 |
$ |
203,886 |
12 |
$ |
701,161 |
15 |
$ |
353,520 |
8 |
||
| Non-controlling interest | - |
- |
2 |
- ( |
3) |
- |
2 |
- |
||||||
$ |
243,399 |
13 |
$ |
203,888 |
12 |
$ |
701,158 |
15 |
$ |
353,522 |
8 |
|||
| Earnings per share | ||||||||||||||
| Profit for the period | 6(30) | $ |
0.62 |
$ |
0.55 |
$ |
1.78 |
$ |
1.05 |
|||||
| Diluted earnings per share | ||||||||||||||
| Profit for the period | 6(30) | $ |
0.62 |
$ |
0.54 |
$ |
1.75 |
$ |
1.03 |
The accompanying notes are an integral part of these consolidated financial statements.
~7~
OPTO TECH CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars) (UNAUDITED)
| Note Nine months ended September 30, 2020 Balance at January 1, 2020 Net income for the period Other comprehensive loss for the period 6(4)(21) Total comprehensive income (loss) Distribution of 2019 earnings: 6(20) Legal reserve Special reserve Cash dividends Disposal of financial assets at fair value through other comprehensive income 6(4) Balance at September 30, 2020 Nine months ended September 30, 2021 Balance at January 1, 2021 Net income for the period Other comprehensive income (loss) for the period 6(4)(21) Total comprehensive income(loss) Capital surplus changes in ownership interests in subsidiaries 4(3) Distribution of 2020 earnings 6(20) Legal reserve Special reserve Cash dividends Proceeds from issuance of shares 6(18) Stock repurchased 6(18) Treasury shares transferred to employees 6(18) Other changes in capital surplus: Adjustments of capital surplus for the Company’s cash dividends received by subsidiaries 6(19) Balance at September 30, 2021 |
Note | Equity attr | ibutableto owners | of the parent | of the parent | of the parent | Non-controlling interest |
Total equity | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common stock | Capital reserve | R | etainedEarnings | Otherequityinterest | Treasurystocks | Total | |||||||||||||
| Legal reserve | Special reserve | Unappropriated earnings |
Financial statements translation differences of foreign operations |
Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income |
|||||||||||||||
$ 3,786,228-------$ 3,786,228$ 3,786,228-------600,000---$ 4,386,228 |
$ 702,965-------$ 702,965$ 703,108---(4,105 )---775,800-13,9681,051$ 1,489,822 |
$ 669,312---60,048---$ 729,360$ 729,360----57,584------$ 786,944 |
$8,392 - - - - (4,649 )- - $3,743 $3,743 - - - - - (1,320 )- - - - - $2,423 |
$ 1,841,481397,593-397,593(60,048 )4,649(378,623 )180$ 1,805,232$ 2,361,920674,920-674,920-(57,584 )1,320(514,927 )----$ 2,465,649 |
($9,372 )-(880 )(880 )----($10,252 )($4,063 )-3,3933,393--------($670 ) |
$288,841-(43,193 )(43,193 )---(180 )$245,468$191,414-22,84822,848--------$214,262 |
($23,172 )-------($23,172 )($82,021 )--------(162,408 )189,475-($54,954 ) |
$ 7,264,675397,593(44,073 )353,520--(378,623 )-$ 7,239,572$ 7,689,689674,92026,241701,161(4,105 )--(514,927 )1,375,800(162,408 )203,4431,051$ 9,289,704 |
$3,641112----$3,643$3,6372(5 )(3 )--------$3,634 |
$ 7,268,316397,594(44,072 )353,522--(378,623 )-$ 7,243,215$ 7,693,326674,92226,236701,158(4,105 )--(514,927 )1,375,800(162,408 )203,4431,051$ 9,293,338 |
The accompanying notes are an integral part of these consolidated financial statements.
~8~
OPTO TECH CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars)
(UNAUDITED)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments Income and expenses having no effect on cash flows Expected credit losses on financial assets Depreciation Amortization Net profit on financial assets and liabilities at fair value through profit or loss Interest income Dividend income Loss on disposal of property, plant and equipment Interest expense Share of profit of associates accounted for using equity method Gain on lease termination Impairment loss on non-financial assets Share-based payments Changes in assets/liabilities relating to operating activities Changes in operating assets Acquisition of financial assets at fair value through profit or loss Notes receivable - net Accounts receivable - net Accounts receivable - related parties - net Other receivables Inventories - net Current prepayments Other current assets Other non-current assets Net changes in liabilities relating to operating activities Notes payable Accounts payable Accounts payable - related parties Other payables Other current liabilities Provisions for liabilities Net defined benefit liability Cash inflow generated from operations Interest received Dividends received Interest paid Income tax paid Net cash flows from operating activities |
Nine months ended September 30 Notes 2021 2020 $857,775 $469,25512(2) 2,1365,1786(8)(9)(27) 342,218345,9096(11)(27) 13,63411,1046(2)(25) ( 1,934 ) ( 808 )6(23) ( 6,659 ) ( 9,099 )6(24) ( 18,763 ) ( 14,454 )6(25) 23928,3406(26) 13,29021,0346(7) 1,9713746(8)(25) - ( 4 )6(7)(23) -35,5856(16) 105,473-( 360,975 ) ( 100,000 )6,0276,812116,753 ( 502,037 )( 20,097 ) 3916,133 ( 12,610 )83,014113,143( 44,149 ) 6,081( 977 ) 2,1175,9141,553( 1,757 ) 33561,581 ( 61,699 )( 6,808 ) ( 4,598 )64,323133,900( 19,720 ) 21,5593,350 ( 1,125 )( 8,897 ) ( 11,926 )1,193,095484,3106,3179,77718,76317,671( 14,071 ) ( 21,798 )( 28,465 ) ( 79,258 )1,175,639 410,702 |
|---|---|
(Continued)
~9~
OPTO TECH CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars)
(UNAUDITED)
| CASH FLOWS FROM INVESTING ACTIVITIES Financial assets at amortised cost Proceeds from disposal of financial assets at fair value through other comprehensive income Increase in investments accounted for using the equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets (Increase)decrease in deposits-out Net cash flows used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term loans Decrease in short-term loans Decrease in long-term loans Repayments of principal portion of lease liabilities Decrease in guarantee deposits Stock repurchased Proceeds from issuance of shares Cash dividends paid Treasury shares transferred to employees Net cash flows from (used in) financing activities Effect of change in exchange rate Net increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
Nine months ended September 30 Notes 2021 2020 6(3) ($888,428 ) $-6(4) -3,7806(7) ( 70,000 ) -6(8)(31) ( 346,156 ) ( 239,891 )139-6(11) ( 14,926 ) ( 12,094 )( 10,609 ) 1,986( 1,329,980 ) ( 246,219 )6(32) 596,941496,4656(32) ( 485,807 ) ( 521,871 )6(32) ( 322,862 ) -6(32) ( 14,746 ) ( 15,414 )6(32) 2,111 ( 87 )6(18) ( 162,408 ) -6(18) 1,375,800-6(20) ( 513,876 ) -6(18) 97,970-573,123 ( 40,907 )( 4,999 ) ( 11,415 )413,783112,1613,100,1612,997,465$3,513,944 $3,109,626 |
|---|---|
The accompanying notes are an integral part of these consolidated financial statements.
~10~
OPTO TECH CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
(Reviewed, not audited)
1. HISTORY AND ORGANIZATION
Opto Tech Corporation (the “Company”) was incorporated as a company limited by shares under the provisions of the Company Law of the Republic of China (R.O.C.). The shares of the Company have been traded on the Taiwan Stock Exchange since May 2, 1995. The Company and its subsidiaries (collectively referred herein as the “Group”) are primarily engaged in the manufacture and sales of semiconductor components as well as research and development, design, manufacture and sales of systems products.
2. THE DATE OF AUTHORIZATION FOR ISSUANCE OF THE CONSOLIDATED FINANCIAL
STATEMENTS AND PROCEDURES FOR AUTHORIZATION
These consolidated financial statements were reported to the Board of Directors on November 3, 2021.
3. APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS
(1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRS”) as endorsed by the Financial Supervisory Commission (“FSC”) New standards, interpretations and amendments endorsed by the FSC effective from 2021 are as follows:
| follows: | |
|---|---|
| New Standards,Interpretations and Amendments | Effective date by International Accounting Standards Board |
| Amendments to IFRS 4, ‘Extension of the temporary exemption from applying IFRS 9’ Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16, ‘ Interest Rate Benchmark Reform— Phase 2’ Amendment to IFRS 16, ‘Covid-19-related rent concessions beyond 30 June 2021’ Note:Earlier application from January 1, 2021 is allowed by FSC. |
January 1, 2021 January 1, 2021 April 1, 2021 (Note) |
The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.
~11~
(2) Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by
the Group
New standards, interpretations and amendments endorsed by the FSC effective from 2022 are as follows:
| follows: | |
|---|---|
| Effective date by | |
| International Accounting | |
| New Standards,Interpretations and Amendments | Standards Board |
| Amendments to IFRS 3, ‘Reference to the conceptual framework’ | January 1, 2022 |
| Amendments to IAS 16, ‘Property, plant and equipment:proceeds | January 1, 2022 |
| before intended use’ | |
| Amendments to IAS 37, ‘Onerous contracts—cost of fulfilling a | January 1, 2022 |
| contract’ | |
| Annual improvements to IFRS Standards 2018–2020 | January 1, 2022 |
Except for the following, the above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.
(3) IFRSs issued by IASB but not yet endorsed by the FSC
New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs endorsed by the FSC are as follows:
| endorsed by the FSC are as follows: | |
|---|---|
| New Standards,Interpretations and Amendments | Effective date by International Accounting Standards Board |
| Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets between an investor and its associate or joint venture’ IFRS 17, ‘Insurance contracts’ Amendments to IFRS 17, 'Insurance contracts' Amendments to IAS 1, ‘Classification of liabilities as current or non-current’ Amendments to IAS 1, ‘Disclosure of accounting policies’ Amendments to IAS 8, ‘Definition of accounting estimates’ Amendments to IAS 12, ‘Deferred tax related to assets and liabilities arising from a single transaction’ |
To be determined by International Accounting Standards Board January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2023 |
Except for the following, the above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.
~12~
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted are consistent with Note 4 in the consolidated financial statements for the year ended December 31, 2020, except for the compliance statement, basis of preparation, basis of consolidation and additional policies as set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
-
(1) Compliance statement
-
A. The consolidated financial statements of the Group have been prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Accounting Standard 34, “Interim Financial Reporting” as endorsed by the FSC.
-
B. These consolidated financial statements are to be read in conjunction with the consolidated financial statements for the year ended December 31, 2020.
-
(2) Basis of preparation
-
A. Except for the following items, the consolidated financial statements have been prepared under the historical cost convention:
-
(a) Financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.
-
(b) Financial assets at fair value through other comprehensive income.
-
(c) Defined benefit liabilities recognised based on present value of defined benefit obligation less the net amount of pension fund assets.
-
-
B. The preparation of financial statements in conformity with International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC (collectively referred herein as the “IFRSs”) requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.
(3) Basis of consolidation
- A. The basis for preparation of consolidated financial statements are consistent with those of the year ended December 31, 2020.
~13~
B. Subsidiaries included in the consolidated financial statements:
| Name of Investor |
Name of Subsidiary |
Main Business Activities |
September 30,2021 December 31,2020 September 30,2020 100.00 100.00 100.00 - - 100.00 - - - 99.87 99.87 99.87 50.00 50.00 - 100.00 - - 100.00 100.00 - 100.00 - - - - - - - 50.00 - 100.00 100.00 50.00 50.00 50.00 100.00 100.00 100.00 Ownership (%) |
September 30,2021 December 31,2020 September 30,2020 100.00 100.00 100.00 - - 100.00 - - - 99.87 99.87 99.87 50.00 50.00 - 100.00 - - 100.00 100.00 - 100.00 - - - - - - - 50.00 - 100.00 100.00 50.00 50.00 50.00 100.00 100.00 100.00 Ownership (%) |
Description Notes 1&7 Notes 2&7 Notes 3&7 Note 4&7 Note 2&7 Note 4&7 Note 5&7 Note 6&7 Note 2&7 Note 2&7 Note 4&7 Note 7 Note 7 |
|---|---|---|---|---|---|
| September 30,2021 |
December 31,2020 |
||||
| Opto Tech Corp. Opto Tech Corp. Opto Tech Corp. Opto Tech Corp. Opto Tech Corp. Opto Tech Corp. Opto Tech Corp. Opto Tech Corp. OTIG OTIG CSB Bright Everyung |
Ho Chung Investment Co., Ltd. (Ho Chung Investment) Opto Technology International Group Co., Ltd. (OTIG) Opto Tech (Macao) Co., Ltd. (Opto Macao) CS Bright Corporation(CSB) Everyung Investment Ltd.( Everyung) Bright Investment International Ltd. (Bright) Dongzhen Asset Co., Ltd. Opto System Technologies Inc. Opto Tech (Cayman) Co., Ltd. ( Opto (Cayman) ) Everyung Investment Ltd. (Everyung) Bright Investment International Ltd. (Bright) Everyung Investment Ltd. (Everyung) Opto Plus Technology Co., Ltd. (Opto Plus) |
Investment business Holding company International trade Manufacture and sales of LED and electronic products Holding company Holding company Investment business Manufacture and sales of lighting equipment Holding company Holding company Holding company Holding company Manufacture and sales of LED and electronic products |
100.00 - - 99.87 50.00 100.00 100.00 100.00 - - - 50.00 100.00 |
100.00 - - 99.87 50.00 - 100.00 - - - 100.00 50.00 100.00 |
Note 1: Ho Chung Investment has been continuously acquiring the Company’s common stock amounting to 755 thousand shares (after capital reduction amounting to 352 thousand shares) from 1998 to 2000. It holds about 0.2% of the Company’s outstanding common stock.
~14~
-
Note 2: The Board of Directors of the Company resolved the liquidation of foreign subsidiaries, Opto Technology International Group Co., Ltd.(OTIG) and OptoTech (Cayman)Co., Ltd.(Opto(Cayman)), on August 14, 2017.Opto(Cayman) has completed the liquidation process on September 16, 2020 and remitted share capital black to OTIG. OTIG has completed the liquidation process on October 26, 2020. The Company formerly held 50% equity shares of foreign controlling company, Everyung Investment Ltd. (Everyung), through OTIG. After OTIG completed the liquidation process, the Company generally accepted its assets and directly held 50% equity shares of Everyung.
-
Note 3: The Board of Directors of the Company resolved the liquidation of foreign subsidiary, Opto Macao on April 28, 2020. Opto Macao has completed the liquidation process on September 29, 2020 and remitted share capital back to Opto Tech Corporation.
-
Note 4: The Board of Directors of the Company resolved the liquidation of foreign subsidiary, CS Bright Corporation (CSB), on September 10, 2020. The effective date was set on December 31, 2020, and the liquidation is still in process. The share equity of Bright Investment International Ltd. which was held by CSB had been transferred to the Company on April 22, 2021.
-
Note 5: The subsidiary - Dongzhen Asset Co., Ltd. is a wholly-owned subsidiary established by the Company on November 25, 2020, and has been included in the consolidated financial statements since the date of acquisition.
-
Note 6: The subsidiary - Opto System Technologies Inc. is a wholly-owned subsidiary established by the Company on September 16, 2021, and has been included in the consolidated financial statements since the date of acquisition.
-
Note 7: The financial statements of the entity as of and for the nine months ended September 30, 2021 and 2020 were not reviewed by independent auditors as the entity did not meet the definition of a significant subsidiary.
-
C. Subsidiaries not included in the consolidated financial statements
:None. -
D. Adjustments for subsidiaries with different balance sheet dates
:None. -
E. Nature and extent of significant restrictions on its ability to access or use assets, and settle liabilities of the Group
:None. -
F. Subsidiaries that have non-controlling interests that are material to the Group
:None.
(4) Employee benefits
Pension cost for the interim period is calculated on a year-to-date basis by using the pension cost rate derived from the actuarial valuation at the end of the prior financial year, adjusted for significant market fluctuations since that time and for significant curtailments, settlements, or other significant one-off events. And, the related information is disclosed accordingly.
(5) Income tax
- A. The interim period income tax expense is recognised based on the estimated average annual effective income tax rate expected for the full financial year applied to the pretax income of the interim period, and the related information is disclosed accordingly.
~15~
- B. If a change in tax rate is enacted or substantively enacted in an interim period, the Group recognises the effect of the change immediately in the interim period in which the change occurs. The effect of the change on items recognised outside profit or loss is recognised in other comprehensive income or equity while the effect of the change on items recognised in profit or loss is recognised in profit or loss.
5. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION
UNCERTAINTY
There have been no significant change as of September 30, 2021. Please refer to Note 5 in the consolidated financial statements for the year ended December 31, 2020.
6. DETAILS OF SIGNIFICANT ACCOUNTS
(1) Cash and cash equivalents
| Cash on hand Checking accounts and demand deposits Time deposits Cash equivalents - Resale bonds Total |
September 30,2021 168 $ 1,388,444 1,964,332 161,000 3,513,944 $ |
December 31,2020 341 $ 677,614 2,064,206 358,000 3,100,161 $ |
September 30,2020 470 $ 716,583 1,872,573 520,000 3,109,626 $ |
|---|---|---|---|
-
A. The Group transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.
-
B. Cash and cash equivalents all amounting to $22,810 were pledged to others as collateral for the leases of land and dormitory as of September 30, 2021, December 31, 2020 and September 30, 2020, and were classified as financial assets at amortised cost. Please refer to Notes 6(3) and 8 for the details.
~16~
(2) Financial assets at fair value through profit or loss
| Items | September | 30,2021 | December | 31,2020 | September | 30,2020 |
|---|---|---|---|---|---|---|
| Current items: | ||||||
| Financial assets mandatorily | ||||||
| measured at fair value | ||||||
| through profit or loss | ||||||
| Funds | $ | 565,000 |
$ | 315,000 |
$ | 265,000 |
| Listed stocks | 146,730 | - | - | |||
| Valuation adjustment | ||||||
| Funds | 6,094 | 5,248 | 4,977 |
|||
| Forward exchange contracts | - | 171 | 115 |
|||
| Equity instruments | ( | 35,218) | - | - | ||
| Total | $ | 682,606 | $ | 320,419 | $ | 270,092 |
| Financial liabilities mandatorily | ||||||
| measured at fair value | ||||||
| fair value through profit and loss | ||||||
| Forward exchange contracts | ($ | 77) |
($ | 799) |
$ | - |
| Non-current items: | ||||||
| Financial assets mandatorily | ||||||
| measured at fair value | ||||||
| through profit or loss | ||||||
| Unlisted stocks | $ | 127,048 |
$ | 127,048 |
$ | 127,048 |
| Valuation adjustment | ( | 20,058) | ( | 20,058) |
( | 20,195) |
| Total | $ | 106,990 | $ | 106,990 | $ | 106,853 |
-
A. The Group recognised net gain (loss) of ($16,919), ($18), $1,934 and $808 on financial assets and financial liabilities held for trading for the three months and nine months ended September 30, 2021 and 2020, respectively.
-
B. The non-hedging derivative instrument transactions and contract information are as follows:
| Derivative Instruments Liabilities-Current items: Forward exchange contracts |
September 30,2021 | September 30,2021 |
|---|---|---|
| USD 2,000 $ (thousands) Contract Amount (Nominal Principal) |
Contractperiod | |
| USD | September 29, 2021~ October 14, 2021 |
~17~
==> picture [457 x 252] intentionally omitted <==
----- Start of picture text -----
December 31, 2020
Contract Amount
Derivative Instruments (Nominal Principal) Contract period
Assets - Current items:
Forward exchange contracts USD $ 2,000 December 1, 2020~
(thousands) January 21, 2021
Liabilities-Current items:
Forward exchange contracts USD $ 3,000 December 21, 2020~
(thousands) January 26, 2021
September 30, 2020
Contract Amount
Derivative Instruments (Nominal Principal) Contract period
Assets-Current items:
Forward exchange contracts USD $ 1,000 September 25, 2020~
(thousands) October 20, 2020
----- End of picture text -----
The Group entered into forward exchange contracts to sell USD and buy TWD to hedge exchange rate risk of export proceeds. However, these forward exchange contracts are not accounted for under hedge accounting.
-
C. The Group has no financial assets at fair value through profit or loss pledged to others.
-
D. Information relating to credit risk of financial assets at fair value through profit or loss is provided in Note 12(2).
(3) Financial assets at amortised cost
| Items Current items: Time deposits with maturity over three months Restricted time deposit |
September 30,2021 888,428 $ 22,810 911,238 $ |
December 31,2020 September 30,2020 - $ - $ 22,810 22,810 22,810 $ 22,810 $ |
|---|---|---|
-
A. The Group recognised interest income of $633, $19, $1,024 and $75 for financial assets at amortised cost for the three months and nine months ended September 30, 2021 and 2020, respectively.
-
B. Details of the Group’s financial assets at amortised cost pledged to others as collateral are provided in Note 8.
-
C. Information relating to credit risk of financial assets at amortised cost is provided in Note 12(2).
~18~
(4) Financial assets at fair value through other comprehensive income
| Items Non-current items: Equity instruments Listed stocks Unlisted stocks Subtotal Valuation adjustment Total |
September 30,2021 December 31,2020 73,574 $ 73,574 $ 477,809 477,809 551,383 551,383 255,463 232,615 806,846 $ 783,998 $ |
September 30,2020 73,574 $ 477,809 551,383 318,653 870,036 $ |
|---|---|---|
-
A. The Group sold all its stocks of Guang Xin Vision Co., Ltd. for $3,780 and resulted in transfers of $180 from other equity to retained earnings on disposal during the second quarter of 2020.
-
B. The Group has elected to classify equity instruments that are considered to be strategic investments as financial assets at fair value through other comprehensive income. The fair value of such investments amounted to $806,846, $783,998 and $870,036 as at September 30, 2021, December 31, 2020 and September 30, 2020, respectively.
-
C. The Group has no financial assets at fair value through other comprehensive income pledged to others as collateral.
-
D. Amounts recognised in profit or los and other comprehensive income in relation to the financial assets at fair value through other comprehensive income are listed below:
| Three months ended September | Three months ended September | 30 | ||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Equity instrument at fair value through other | ||||
| comprehensive income | ||||
| Fair value change recognised in other | ||||
| comprehensive income (loss) | ($ | 3,162) | ($ | 3,305) |
| Cumulative gains reclassified to retained | ||||
| earnings due to recognition | $ | - | $ | - |
| Dividend income recognised in profit or loss | ||||
| Held at end of period | $ | 8,419 | $ | 2,011 |
| Nine months ended September | 30 | |||
| 2021 | 2020 | |||
| Equity instrument at fair value through other | ||||
| comprehensive income | ||||
| Fair value change recognised in other | ||||
| comprehensive income (loss) | $ | 22,848 | ($ | 43,193) |
| Cumulative gains reclassified to retained | ||||
| earnings due to recognition | $ | - | $ | 180 |
| Dividend income recognised in profit or loss | ||||
| Held at end of period | $ | 18,763 | $ | 14,454 |
~19~
(5) Notes and accounts receivable
| Notes and accounts receivable | ||||||
|---|---|---|---|---|---|---|
| September 30,2021 | December 31,2020 | September 30,2020 | ||||
| Notes receivable | $ | 2,846 |
$ | 8,873 |
$ | 6,239 |
| Accounts receivable | 1,524,197 | 1,642,933 |
1,922,733 | |||
| Accounts receivable - related parties | 36,977 | 16,880 | 32,397 |
|||
| Less : Allowance for uncollectible | ||||||
| accounts | ( | 8,173) |
( | 8,020) |
( | 10,711) |
| $ | 1,555,847 | $ | 1,660,666 | $ | 1,950,658 |
As of September 30, 2021, December 31, 2020 and September 30, 2020, accounts receivable and notes receivable were all from contracts with customers. And as of January 1, 2020, the balance of receivables from contracts with customers amounted to $ 1,482,823.
A. The ageing analysis of accounts receivable is as follows:
| Without past due Up to 180 days 181 to 360 days Over 361 days |
September 30,2021 December 31, 2020 September 30, 2020 1,544,599 $ 1,618,397 $ 1,895,214 $ 8,402 34,823 52,740 6,273 4,771 4,252 1,900 1,822 2,924 1,561,174 $ 1,659,813 $ 1,955,130 $ |
|---|---|
The ageing analysis was based on past due date.
B. The ageing analysis of notes receivable is as follows:
| Without past due | September30,2021 2,846 $ |
December31,2020 8,873 $ |
September30,2020 6,239 $ |
|---|---|---|---|
The ageing analysis was based on the maturity date of the promissory note.
- C. Information relating to credit risk of accounts receivable and notes receivable is provided in Note 12(2).
(6) Inventories
| Raw materials Supplies Work in process Semi-finished goods Finished goods Total |
September 30,2021 267,789 $ 273,297 299,100 114,988 117,401 1,072,575 $ |
December 31,2020 196,857 $ 252,103 261,112 88,817 356,700 1,155,589 $ |
September 30,2020 204,890 $ 256,320 319,268 82,746 263,331 1,126,555 $ |
|---|---|---|---|
~20~
A. The cost of inventories recognised as expense for the period:
| Three months ended | Three months ended | September 30 | ||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Cost of goods sold | $ | 1,198,233 |
$ | 1,130,953 |
| (Gain on reversal ) loss on decline in | ||||
| market value | ( | 4,903) | 38,670 | |
| $ | 1,193,330 | $ | 1,169,623 | |
| Nine months ended | September 30 | |||
| 2021 | 2020 | |||
| Cost of goods sold | $ | 3,229,570 |
$ | 2,902,813 |
| (Gain on reversal ) loss on decline in | ||||
| market value | ( | 13,511) | 100,556 | |
| $ | 3,216,059 | $ | 3,003,369 |
B. For the three months amd nine months ended September 30, 2021, because of the rise of the Group’s product price, the net realised value was reversed and recognised as reduction of cost of goods sold.
- C. For the three months and nine months ended September 30, 2021 and 2020, the Group wrote down inventory from cost to net realisable value accounted for as 'cost of goods sold'.
(7) Investments accounted for using equity method
| Investments accounted for using equity method | |
|---|---|
| 2021 At January 1 5,394 $ $ Share of profit of investment accounted for using equity method 1,971) ( ( Earnings distribution of investments accounted for using equity method - ( Increase in investment cost (transferred from prepayments for investments) 70,000 Change in other equity items (Note 6(20)) 278) ( At September 30 73,145 $ $ Associated enterprises September 30,2021 December 31,2020 NEW SMART TECHNOLOGY CO., LTD. 67,752 $ - $ VML TECHNOLOGIES B.V. 5,393 5,394 73,145 $ 5,394 $ |
2020 8,768 374) 3,217) - 308 5,485 September 30,2020 |
| - $ 5,485 |
|
| 5,485 $ |
~21~
(8) Property, plant and equipment
2021
| 2021 | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Construction in | |||||||||||||||||||
| Pollution | progress and | ||||||||||||||||||
| Buildings | Utility | prevention | Transportation | Office | Other | prepayment for | |||||||||||||
| At January 1 | and structures | Machinery | facilities | facilities | equipment | equipment | equipment | equipment | Total | ||||||||||
| Cost | $ | 2,041,199 |
$ | 5,444,530 |
$ | 1,050,132 |
$ | 707,319 |
$ | 13,288 |
$ | 81,650 |
$ | 1,937,717 |
$ | 114,523 |
$ | 11,390,358 |
|
| Accumulated depreciation | ( | 1,193,941) |
( | 4,277,941) |
( | 931,593) |
( | 597,978) |
( | 8,104) |
( | 69,172) |
( | 1,570,993) |
- | ( | 8,649,722) |
||
| Accumulated impairment | ( | 59) |
( | 35,388) |
- | - | - |
( | 19) |
( | 37) |
- | ( | 35,503) |
|||||
| $ | 847,199 | $ | 1,131,201 | $ | 118,539 | $ | 109,341 | $ | 5,184 |
$ | 12,459 | $ | 366,687 | $ | 114,523 | $ | 2,705,133 | ||
| Nine months ended September 30 | |||||||||||||||||||
| Opening net book amount | $ | 847,199 |
$ | 1,131,201 |
$ | 118,539 |
$ | 109,341 |
$ | 5,184 |
$ | 12,459 |
$ | 366,687 |
$ | 114,523 |
$ | 2,705,133 |
|
| Additions | 419 | 5,950 | 3,026 | 1,640 | - | 2,322 | 5,788 | 200,807 | 219,952 | ||||||||||
| Disposals | - | ( | 246) |
- | - | - | ( | 133) |
- | - | ( | 379) |
|||||||
| Reclassifications | - | 76,565 | 10,545 | 21,540 | - | 9,983 | 14,846 | ( | 133,479) |
- | |||||||||
| Depreciation expense | ( | 44,113) |
( | 206,743) |
( | 14,677) |
( | 11,361) |
( | 1,023) |
( | 4,553) |
( | 43,710) |
- | ( | 326,180) |
||
| Net exchange differences | ( | 315) |
( | 51) |
- | - | 1 | - | - | - | ( | 365) |
|||||||
| Closing net book amount | $ | 803,190 | $ | 1,006,676 | $ | 117,433 | $ | 121,160 | $ | 4,162 | $ | 20,078 | $ | 343,611 | $ | 181,851 |
$ | 2,598,161 | |
| At September 30 | |||||||||||||||||||
| Cost | $ | 2,040,756 |
$ | 5,421,431 |
$ | 1,063,703 |
$ | 730,500 |
$ | 13,284 |
$ | 89,181 |
$ | 1,958,352 |
$ | 181,851 |
$ | 11,499,058 |
|
| Accumulated depreciation | ( | 1,237,507) |
( | 4,379,367) |
( | 946,270) |
( | 609,340) |
( | 9,122) |
( | 69,084) |
( | 1,614,704) |
- | ( | 8,865,394) |
||
| Accumulated impairment | ( | 59) |
( | 35,388) |
- | - | - | ( | 19) |
( | 37) |
- | ( | 35,503) |
|||||
| $ | 803,190 | $ | 1,006,676 | $ | 117,433 | $ | 121,160 | $ | 4,162 | $ | 20,078 | $ | 343,611 | $ | 181,851 | $ | 2,598,161 |
~22~
2020
| 2020 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Construction in | ||||||||||||||||||
| Pollution | progress and | |||||||||||||||||
| Buildings | Utility | prevention | Transportation | Office | Other | prepayment for | ||||||||||||
| At January 1 | and structures | Machinery | facilities | facilities | equipment | equipment | equipment | equipment | Total | |||||||||
| Cost | $ | 2,028,554 |
$ | 5,625,019 |
$ | 1,118,047 |
$ | 717,932 |
$ | 8,703 |
$ | 78,865 |
$ | 1,949,344 |
$ | 116,824 |
$ | 11,643,288 |
| Accumulated depreciation | ( | 1,135,179) |
( | 4,381,982) |
( | 974,309) |
( | 594,031) |
( | 7,337) |
( | 66,858) |
( | 1,567,562) |
- | ( | 8,727,258) |
|
| Accumulated impairment | ( | 59) |
( | 6,742) |
- | - | - |
( | 19) |
( | 83) |
- | ( | 6,903) |
||||
| $ | 893,316 | $ | 1,236,295 | $ | 143,738 | $ | 123,901 | $ | 1,366 |
$ | 11,988 | $ | 381,699 | $ | 116,824 | $ | 2,909,127 | |
| Nine months ended September 30 | ||||||||||||||||||
| Opening net book amount | $ | 893,316 |
$ | 1,236,295 |
$ | 143,738 |
$ | 123,901 |
$ | 1,366 |
$ | 11,988 |
$ | 381,699 |
$ | 116,824 |
$ | 2,909,127 |
| Additions | 2,127 | 29,931 | 2,581 | 2,204 | 2,155 |
4,326 | 10,579 | 187,230 | 241,133 | |||||||||
| Disposals | - | ( | 3,269) |
( | 12,480) |
( | 1,104) |
- |
( | 39) |
( | 11,448) |
- | ( | 28,340) |
|||
| Reclassifications | 8,846 | 111,309 | 5,131 | 1,229 | 2,155 | ( | 17) |
39,348 | ( | 168,001) |
- | |||||||
| Depreciation expense | ( | 43,623) |
( | 207,850) |
( | 16,270) |
( | 12,956) |
( | 444) |
( | 3,049) |
( | 44,530) |
- | ( | 328,722) |
|
| Impairment loss | - | ( | 35,585) |
- | - | - | - | - | - | ( | 35,585) |
|||||||
| Net exchange differences | ( | 1,436) |
( | 434) |
- | - | ( | 6) |
( | 4) |
- | - | ( | 1,880) |
||||
| Closing net book amount | $ | 859,230 | $ | 1,130,397 | $ | 122,700 | $ | 113,274 | $ | 5,226 | $ | 13,205 | $ | 375,648 | $ | 136,053 | $ | 2,755,733 |
| At September 30 | ||||||||||||||||||
| Cost | $ | 2,036,380 |
$ | 5,597,509 |
$ | 1,066,835 |
$ | 707,635 |
$ | 12,996 |
$ | 81,489 |
$ | 1,934,387 |
$ | 136,053 |
$ | 11,573,284 |
| Accumulated depreciation | ( | 1,177,091) |
( | 4,429,518) |
( | 944,135) |
( | 594,361) |
( | 7,770) |
( | 68,265) |
( | 1,558,702) |
- | ( | 8,779,842) |
|
| Accumulated impairment | ( | 59) |
( | 37,594) |
- | - | - | ( | 19) |
( | 37) |
- | ( | 37,709) |
||||
| $ | 859,230 | $ | 1,130,397 | $ | 122,700 |
$ | 113,274 | $ | 5,226 | $ | 13,205 | $ | 375,648 | $ | 136,053 | $ | 2,755,733 |
~23~
- A. Amount of borrowing costs capitalised as part of property, plant and equipment and the range of the interest rates for such capitalization are as follows:
| Nine months ended September 30 | Nine months ended September 30 | |
|---|---|---|
| 2021 | 2020 | |
| Amount capitalised | 159 $ |
808 $ |
| Interest rate | 0%~0.53% | 0.24%~1.38% |
-
B. In June 2020, in consideration of its future operation plan, the Group assessed that certain machineries did not meet production requirements and showed an indication of idling. As a result, the Group recognised an impairment loss amounting to $35,585 as the recoverable amounts of these machineries were less than their carrying amounts. The Group used the value-in-use standard recoverable amount and the discount rate used was 9.82%.
-
- -
(9) Leasing arrangements lessee
-
A. The Group leases various assets including land, buildings and business vehicles. Rental contracts are typically made for periods of 3 to 20 years.
-
B. The carrying amount of right-of-use assets and the depreciation charge are as follows:
| September 30,2021 Carryingamount Land 212,000 $ Buildings 2,897 Transportation equipment (Business Vehicles) 3,621 Office equipment (Internet equipment) 1,677 220,195 $ Land Buildings Transportation equipment (Business Vehicles) Office equipment (Internet equipment) |
December 31,2020 September 30, 2020 Carrying amount Carryingamount 223,498 $ 227,276 $ 4,635 5,214 5,400 6,063 2,602 1,308 236,135 $ 239,861 $ 2021 2020 Depreciation charge Depreciation charge 3,829 $ 3,829 $ 579 782 628 760 308 230 5,344 $ 5,601 $ Three months ended September 30 |
|---|---|
| 2021 Depreciation charge 3,829 $ 579 628 308 5,344 $ |
~24~
| Nine months ended | Nine months ended | September 30 | ||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Depreciation charge | Depreciation charge | |||
| Land | $ | 11,487 |
$ | 11,486 |
| Buildings | 1,738 |
2,346 |
||
| Transportation equipment (Business Vehicles) | 1,888 |
2,663 |
||
| Office equipment (Internet equipment) | 925 |
692 |
||
| $ | 16,038 | $ | 17,187 |
-
C. For the three months and nine months ended September 30, 2021 and 2020, the additions to rightof-use assets amounted to $0, $3,708, $109 and $5,971, respectively.
-
D. The information on income and expense accounts relating to lease contracts is as follows:
| Items affecting profit or loss Interest expense on lease liabilities Expense on short-term lease contracts Items affecting profit or loss Interest expense on lease liabilities Expense on short-term lease contracts |
Three months ended September 30 | Three months ended September 30 |
|---|---|---|
| 2021 2020 1,012 $ 1,081 $ 2,005 $ 2,735 $ 2021 2020 3,092 $ 3,283 $ 7,034 $ 8,031 $ Nine months ended September 30 |
2020 | |
| 1,081 $ |
||
| 2,735 $ |
||
| 3,283 $ |
||
| 8,031 $ |
-
E. For the three months and nine months ended September 30, 2021 and 2020, the Group’s total cash outflow for leases amounted to $7,986, $8,698, $24,872 and $26,728, respectively.
-
F. The Group terminated the lease of the subsidiary's office prior to the expiration date in September 2020, recognised gain on lease termination amounting to $4, and decreased right-of-use asset and lease liability by $402 and $469, respectively. No penalty was paid due to the early termination.
(10) Investment property
| At January 1 (September 30) September 30, 2020: None. |
2021 |
|---|---|
| Land | |
| 399,307 $ |
|
-
A. On September 30, 2021, the fair value of investment properties was $410,640, which was based on the market evidence on transaction price of similar property and publicly announced present value. On December 31, 2020, the fair value of investment properties was $410,640, which was based on the valuation results from independent appraisers.
-
B. The Group has no investment properties pledged to others.
~25~
(11) Intangible assets
==> picture [470 x 431] intentionally omitted <==
----- Start of picture text -----
2021 2020
At January 1 Software Software
Cost $ 40,624 $ 38,298
Accumulated amortisation ( 26,306) ( 24,069)
$ 14,318 $ 14,229
Nine months ended September 30
Opening net book amount $ 14,318 $ 14,229
Additions 14,926 12,094
Amortisation expense ( 13,634) ( 11,104)
Closing net book amount $ 15,610 $ 15,219
At September 30
Cost $ 39,378 $ 37,539
Accumulated amortisation ( 23,768) ( 22,320)
$ 15,610 $ 15,219
Details of amortisation on intangible assets are as follows:
Three months ended September 30
2021 2020
Operating costs $ 2,252 $ 1,143
Operating expenses 2,328 2,788
Total $ 4,580 $ 3,931
Nine months ended September 30
2021 2020
Operating costs $ 6,917 $ 3,262
Operating expenses 6,717 7,842
Total $ 13,634 $ 11,104
----- End of picture text -----
Details of amortisation on intangible assets are as follows:
(12) Short-term borrowings
| Type of borrowings Unsecured bank borrowings Interest rate range |
September 30,2021 341,071 $ 0.53%~5% |
December 31,2020 230,758 $ 0.51%~5.25% |
September 30,2020 223,748 $ 0.51%~5.25% |
|---|---|---|---|
~26~
(13) Other payables
| September | 30,2021 | December | 31,2020 | September 30,2020 | September 30,2020 | |
|---|---|---|---|---|---|---|
| Salaries and bonus payable | $ | 199,570 |
$ | 186,138 |
$ | 133,077 |
| Compensation payable to | ||||||
| employees | 160,923 | 115,354 | 198,174 | |||
| Remuneration payable to directors |
53,696 | 38,410 | 65,854 | |||
| Dividends payable | - | - |
378,623 |
|||
| Others | 268,395 | 279,140 | 285,019 |
|||
| Total | $ | 682,584 | $ | 619,042 | $ | 1,060,747 |
- (14) Long term borrowings
| Long-term borrowings | |||
|---|---|---|---|
| Type of borrowings Credit line Syndicated borrowings with four financial institutions including China Trust Commercial Bank(Unsecured) $ 1,200,000 Less: Current portion (shown as “Other current Type of borrowings Credit line Syndicated borrowings with four financial institutions including China Trust Commercial Bank(Unsecured) $ 1,200,000 Less: Current portion (shown as “Other current Type of borrowings Credit line Syndicated borrowings with four financial institutions including China Trust Commercial Bank (Unsecured) $ 1,200,000 Less: Current portion (shown as “Other current |
Period | Interest rate range 1.0797%~ 1.797% Interest rate range |
September 30, 2021 |
| 2019.02.20~ 2022.02.20 liabilities”) Period |
484,536 $ 484,536) ( - $ December 31,2020 |
||
| 2019.02.20~ 2022.02.20 liabilities”) Period |
1.169%~ 1.797% Interest rate range |
811,515 $ 62,960) ( 748,555 $ September 30, 2020 |
|
| 2019.02.20~ 2022.02.20 liabilities”) |
1.2188%~ 3.1712% |
799,720 $ 63,409) ( 736,311 $ |
~27~
On January 15, 2019, the Company signed a joint credit facility of $1.2 billion with four financial institution including China Trust Commercial Bank. The loan agreement includes the following covenants.
-
(a) The current ratio should be no less than 100% per share every half year.
-
(b) The debt ratio should not be higher than 100%.
-
(c) The interest coverage ratio shall not be less than 300%.
-
(d) The tangible net value shall be maintained at more than 5 billion yuan (inclusive).
If the Company fails to meet the required financial ratios, the bank will stop the allocation. In case of violation of the contract, the bank has the right to ask the Company to repay in full the unpaid balance of the loan in advance.
(15) Pensions
-
A. (a) The Company and CS Bright Corporation have a defined benefit pension plan in accordance with the Labor Standards Law, covering all regular employees’ service years prior to the enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Law. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The Company and CS Bright Corporation contribute monthly an amount equal to 2.68% and 3.18% of the employees’ monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee. Also, the Company would assess the balance in the aforementioned labor pension reserve account by the end of December 31, every year. If the account balance is insufficient to pay the pension calculated by the aforementioned method, to the employees expected to be qualified for retirement next year, the Company will make contributions to cover the deficit.
-
(b) For the aforementioned pension plan, the Group recognised pension costs of $1,710, $2,411, $5,130 and $7,230 for the three months and nine months ended September 30, 2021 and 2020, respectively.
-
(c) Expected contributions to the defined benefit pension plans of the Group for the year ending December 31, 2021 amount to $8,059.
~28~
-
B. (a) Effective July 1, 2005, the Company and its CS Bright Corporation established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company and CS Bright Corporation contribute monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment.
-
(b) The Company’s Mainland China subsidiary, Opto Plus Technology Co., Ltd., has defined contribution plans. Monthly contributions to an administered by the government in accordance with the pension regulations in the People’s Republic of China (P.R.C.) are based on certain percentage of employees’ monthly salaries and wages. The above Mainland China subsidiaries’ contribution percentage for both the nine months ended September 30, 2021 and 2020 was both 14%. Other than the monthly contributions, the Group has no further obligations.
-
(c) The pension costs under defined contribution pension plans of the Group for the three months and nine months ended September 30, 2021 and 2020 were $8,451, $8,770, $25,367 and $27,158, respectively.
(16) Share-based payment
- A. For the nine months ended September 30, 2021, the Group’s share-based payment arrangements were as follows:
| were as follows: | |||
|---|---|---|---|
| Type of arrangement | Grant date | Quantity granted |
Contract period Vesting conditions - Vested immediately |
| Treasury stock transferred to employees |
2021.07.20 | 7,588 |
Transfer restriction is no transfer within two years.
The grant date is the date that the number of shares subscribable by employees is confirmed by the Company.
- B. The fair value of stock options granted on grant date is measured using the Black-Scholes optionpricing model. Relevant information is as follows:
| Type of arrangement |
Grant date | Stock price |
Exercise price |
Expected price volatility |
Expected option life |
Expected dividends |
Risk-free interest rate |
Fair value per unit |
|---|---|---|---|---|---|---|---|---|
| Treasury stock transferred to employees |
110.07.20 | 31.6 | 12.95 | 40.63% | 0.01~ 0.02years |
- | 0.1241% | 13.91 |
~29~
C. Expenses incurred on share-based payment transactions are shown below:
Nine months ended September 30 Equity-settled $ 105,473
For the nine months ended September 30, 2020: None.
- (17) Provisions
| Analysis of total provisions: Warranty At January 1 Accrued during the period Used during the period Exchange differences At September 30 Current Non-current |
2021 2020 22,841 $ 24,017 $ 7,835 6,324 4,485) ( 7,449) ( - 14) ( 26,191 $ 22,878 $ September 30,2021 December 31, 2020 September 30, 2020 6,850 $ 4,033 $ 5,848 $ 19,341 $ 18,808 $ 17,030 $ |
|---|---|
The Group provides warranties on products sold. Provision for warranties is estimated based on historical warranty date of products.
(18) Share capital
A. As of September 30, 2021, the Company’s authorized capital was $10,000,000, consisting of 1,000,000 thousand shares of common stock, and the paid-in capital was $4,386,228, consisting of 438,623 thousand shares of common stock with a par value of $10 (in dollars) per share. All proceeds from shares issued have been collected. Movements in the number of the Company’s ordinary shares outstanding for the nine months ended September 30, 2021 and 2020 are as follows:
| follows: | |||
|---|---|---|---|
| (In | thousands of shares) | ||
| 2021 | 2020 | ||
| At January 1 | 375,541 | 377,868 | |
| Cash capital increase | 60,000 | - | |
| Purchase of treasury shares | ( | 6,566) |
- |
| Treasury stock transferred to employees | 7,588 | - | |
| At September 30 | 436,563 | 377,868 |
- B. In accordance with paragraph 7, Article 43-6 of Securities and Exchange Act, private placements of securities can be conducted subsequently within one year after the date that shareholders made their resolution as approved by the Board of Directors on March 18, 2021, which has not yet been approved at the shareholders’ meeting. Taking into consideration capital market condition, the Company discontinued the private replacement of securities as approved by the shareholders in 2020.
~30~
-
C. To meet the strategic cooperation needs of the Company’s long-term development, strengthen the Company’s competitiveness and introduce strategic investors, the Company raised additional cash by issuing 60 million new shares at the price of $22.93 (in dollars) per share, totaling $1,375,800 as approved by the Board of Directors on July 1, 2021. All proceeds from shares issued have been collected. Pursuant to the Securities and Exchange Act, the ordinary shares raised through the private placement are subject to certain transfer restrictions and cannot be listed on the stock exchange until three years after they have been issued and have been offered publicly. Other than these restrictions, the rights and obligations of the ordinary shares raised through the private placement are the same as other issued ordinary shares. The effective date for the aforesaid cash capital increase was set on August 30, 2021, the registration was completed on September 9, 2021.
-
D. Treasury stock
-
(a) Reason for share reacquisition and movements in the number of the Company’s treasury shares are as follows: (In thousands of shares)
| Name of company holdingthe shares The Company The Company Subsidiary-Ho Chung Investment Co., Ltd. Name of company holdingthe shares The Company The Company Subsidiary-Ho Chung Investment Co., Ltd. Name of company holdingthe shares The Company Subsidiary-Ho Chung Investment Co., Ltd. |
Reason for reacquisition For transfer of shares to empoyees The Company’s shares held by its subsidiary Reason for reacquisition For transfer of shares to empoyees The Company’s shares held by its subsidiary Reason for reacquisition The Company’s shares held by its subsidiary |
September | 30, 2021 |
|---|---|---|---|
| Number of Shares 1,305 755 2,060 December |
Carryingamount | ||
| 31,782 $ 23,172 |
|||
| 54,954 $ |
|||
| 31,2020 | |||
| Number of Shares 2,327 755 3,082 September |
Carrying amount |
||
| 58,849 $ 23,172 |
|||
| 82,021 $ |
|||
| 30,2020 | |||
| Number of Shares 755 |
Carrying amount |
||
| 23,172 $ |
~31~
-
(b) The Company’s shares held by its subsidiary had no voting rights before being transferred to the third party.
-
(c) On November 6, 2020, the Board of Directors of the Company approved to repurchase the Company’s common shares and transfer them to employees. The Company expected to repurchase 7,500,000 shares with an upper limit of cash amount of $3,103,739. As of January 8, 2021, the final date of repurchase period, the Company repurchased 4,294 thousand shares for a total consideration of $109,251.
-
(d) On January 8, 2021, the Board of Directors of the Company approved to repurchase the Company’s common shares and transfer to employees. The Company expected to repurchase 7,500,000 shares with an upper limit of cash amount of $3,482,361. As of March 10, 2021, the final date of repurchase period, the Company repurchased 4,599 thousand shares for a total consideration of $112,006.
-
(e) The Company passed a resolution at the shareholders’ meeting on July 1, 2021 to transfer treasury shares to employees at a price lower than the average price of the shares actually bought back. The transfer price was set at $12.95 (in dollars) per share and approved by the Board of Directors on the same day, and will buy back shares to transfer to employees. The regulations stipulate that 8,893 thousand shares of treasury shares shall be transferred to employees. (The actual number of treasury shares transferred was 7,588 thousand shares.)
-
(f) Pursuant to R.O.C. Securities and Exchange Act, the number of shares bought back as treasury shares should not exceed 10% of the number of the Company’s issued and outstanding shares and the amount bought back should not exceed the sum of retained earnings, paid-in capital in excess of par value and raised capital surplus.
-
(g) Pursuant to the R.O.C. Securities and Exchange Act, treasury shares should not be pledged as collateral and is not entitled to dividends before it is reissued.
-
(h) Pursuant to the R.O.C. Securities and Exchange Act, treasury shares not be reissued to the employees within five years from the reacquisition date and shares not reissued within the five-year period are to be retired.
(19) Capital reserve
Pursuant to the R.O.C. Company Law, capital reserve arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Law requires that the amount of capital reserve to be capitalized mentioned above should not exceed 10% of the paid-in capital each year. Capital reserve should not be used to cover accumulated deficit unless the legal reserve is insufficient.
~32~
==> picture [473 x 272] intentionally omitted <==
----- Start of picture text -----
2021
Share Treasury share Long-term Employee
premium transactions investments stock options
At January 1 $ 373,792 $ 60,256 $ 82,760 $ 186,300
Cash capital increase 775,800 - - -
Changes in ownership
interests in subsidiaries - - ( 4,105) -
Treasury stock transferred
- - -
to employees 13,968
Adjustments of capital
surplus for the Company's
cash dividends received
by subsidiaries - - 1,051 -
At September 30 $ 1,149,592 $ 74,224 $ 79,706 $ 186,300
2020
Share Treasury share Long-term
premium transactions investments Employee stock options Total
At January 1/
September 30 $ 373,792 $ 60,256 $ 82,617 $ 186,300 $ 702,965
----- End of picture text -----
(20) Retained earnings
-
A. Under the Company’s Articles of Incorporation, the current year’s earnings, if any, shall first be distributed as follows:
-
(a) Offset prior years’ operating losses.
-
(b) 10% of the remaining amount shall be set aside as legal reserve, unless the accumulated legal reserve equals the total capital of the Company.
-
(c) Special reserve set aside in accordance with relevant laws or regulations or as required for operations.
-
(d) Aside from some of accumulated unappropriated retained earnings that will be reserved, remaining retained earnings will be allocated to shareholders as dividends. The Board of Directors proposes a dividend distribution plan for approval by resolution at the shareholders’ meeting.
-
(e) The Company appropriated all or some dividends, bonus, capital surplus or legal reserve in the form of cash, which were resolved by the Board of Directors and reported to the shareholders.
-
B. The Company operates in the high-tech industry and its business life cycle is in the growth stage. In view of its capital expenditure demand and comprehensive financial plan for continuous development, the Company issues both stock and cash dividends. The proportion of dividends to be distributed in stocks and cash is determined based on the Company’s rate of growth and capital expenditures. However, the amount of cash dividends shall not be lower than 50% of the dividends distributed.
-
C. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in
~33~
proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the balance of the reserve is in excess of 25% of the Company’s paid-in capital.
-
D. In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.
-
E. The appropriation of 2020 earnings as resolved by the Board of Directors on July 1, 2021 and the appropriation of 2019 earnings as resolved by the shareholders on June 16, 2020 are as follows:
| follows: | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||||
| Dividends | Dividends | |||||||
| per share | per share | |||||||
| Amount | (in dollars) | Amount | (in dollars) | |||||
| Legal reserve | $ | 57,584 |
$ | 60,048 |
||||
| Reversal of special reserve |
( | 1,320) |
( | 4,649) |
||||
| Cash dividends | 514,927 | $ | 1.39 |
- | $ | - |
||
| Total | $ | 571,191 | $ | 55,399 |
-
(a) The distribution of cash dividends in 2020 was approved by the Company's Board of Directors on March 18, 2021. The statutory surplus reserve and the special surplus reserve were approved at the general meeting of shareholders on July 1, 2021. There was no difference between the surplus distribution in 2020 and the Company's approval by the Board of Directors on March 18, 2021. For the surplus distribution approved by the Board of Directors and resolutions of the shareholders' meeting, please refer to the Market Observation Post System for further information.
-
(b) On March 19, 2020, the Board of Directors of the Company resolved the appropriation of earnings and expected to distribute cash dividends of $378,623 with $1 per share. On June 16, 2020, shareholders proposed an amendment, “shareholders’ bonus – cash” is $0, for the proposed resolution of 2019 earnings appropriation, which means that cash dividends will be distributed at $0 per share. The Board of Directors shall subsequently distribute dividends following the resolution of shareholders. Consequently, the Company’s Board of Directors resolved the amendments to the appropriation of earnings on December 18, 2020 and no cash dividend will be distributed. Please refer to the website of Market Observation Post System for information about appropriation of earnings which was approved by the Board of Directors and resolved by shareholders.
~34~
(21) Other equity items
| (21) | Other equity items | Other equity items | Other equity items |
|---|---|---|---|
| (22) | Operating revenue Currency translation differences of foreign Unrealized gain (loss) on operations valuation Total At January 1 4,063) ($ 191,414 $ 187,351 $ Financial assets at fair value through other comprehensive income(loss) Revaluation - Group - 22,848 22,848 Currency translation differences: -Group 3,671 - 3,671 -Associates 278) ( - 278) ( At September 30 670) ($ 214,262 $ 213,592 $ 2021 Currency translation differences of foreign Unrealized gain (loss) on operations valuation Total At January 1 9,372) ($ 288,841 $ 279,469 $ Financial assets at fair value through other comprehensive income(loss) Revaluation - Group 51,557) ( 51,557) ( Tax on revaluation - 8,364 8,364 Revaluation transferred to retained earnings - 180) ( 180) ( Currency translation differences: -Group 1,188) ( - 1,188) ( -Associates 308 - 308 At September 30 10,252) ($ 245,468 $ 235,216 $ 2020 2021 2020 Revenue from contracts with customers 1,809,464 $ 1,665,499 $ 2021 2020 Revenue from contracts with customers 4,776,743 $ 4,207,493 $ Three months ended September 30 Nine months ended September 30 |
||
| 2021 2020 1,809,464 $ 1,665,499 $ Nine months ended September 30 |
2020 | ||
| 1,665,499 $ |
|||
| 2021 4,776,743 $ |
2020 | ||
| 4,207,493 $ |
~35~
A. The Group derives revenue in the following major product lines:
==> picture [467 x 337] intentionally omitted <==
----- Start of picture text -----
LED and Silicon Displays and Packaging
Three months ended Sensor Chips Lighting Business Other
September 30, 2021 Group Group Group segments Total
Revenue from external
-
contracts customers $ 1,412,934 $ 291,896 $ 104,634 $ $ 1,809,464
LED and Silicon Displays and Packaging
Three months ended Sensor Chips Lighting Business Other
September 30, 2020 Group Group Group segments Total
Revenue from external
contracts customers $ 1,320,343 $ 258,644 $ 82,047 $ 4,465 $ 1,665,499
LED and Silicon Displays and Packaging
Nine months ended Sensor Chips Lighting Business Other
September 30, 2021 Group Group Group segments Total
Revenue from external
contracts customers $ 3,948,376 $ 590,700 $ 237,667 $ - $ 4,776,743
LED and Silicon Displays and Packaging
Nine months ended Sensor Chips Lighting Business Other
September 30, 2020 Group Group Group segments Total
Revenue from external
contracts customers $ 3,250,155 $ 740,617 $ 204,038 $ 12,683 $ 4,207,493
----- End of picture text -----
B. The Group has recognised the following revenue-related contract liabilities:
| September 30, 2021 December 31,2020 Contract liabilities 21,500 $ 44,086 $ Revenue recognised that was included in the contract liability balance at the beginning of the period Revenue recognised that was included in the contract liability balance at the beginning of the period |
September 30,2020 January1,2020 51,903 $ 30,360 $ Three months ended September 30 |
January1,2020 |
|---|---|---|
| 30,360 $ |
||
| 2021 2020 8,944 $ 1,116 $ Nine months ended September 30 |
2020 | |
| 1,116 $ |
||
| 2021 40,838 $ |
2020 | |
| 12,441 $ |
~36~
(23) Interest income
Three months ended September 30
Interest income from bank deposits Interest income from resale bonds Other interest income
Interest income from bank deposits Interest income from resale bonds Other interest income
==> picture [234 x 176] intentionally omitted <==
----- Start of picture text -----
2021 2020
$ 1,730 $ 1,719
104 386
1 2
$ 1,835 $ 2,107
Nine months ended September 30
2021 2020
$ 6,118 $ 7,742
534 1,250
7 107
$ 6,659 $ 9,099
----- End of picture text -----
(24) Other income
| Three months ended | Three months ended | Three months ended | September 30 | |||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| Rental income | $ | 20 |
$ | 20 |
||
| Dividend income | 8,419 | 2,011 |
||||
| Other income | 2,657 | 11,654 | ||||
| $ | 11,096 | $ | 13,685 | |||
| Nine months ended | September 30 | |||||
| 2021 | 2020 | |||||
| Rental income | $ | 60 |
$ | 60 |
||
| Dividend income | 18,763 | 14,454 | ||||
| Other income | 10,222 | 26,828 | ||||
| $ | 29,045 | $ | 41,342 | |||
| Other gains and losses | ||||||
| Three months ended | September 30 | |||||
| 2021 | 2020 | |||||
| Gain on disposals of property, plant and | ||||||
| equipment | ($ | 182) |
($ | 28,340) |
||
| Net currency exchange gain (loss) | 7,894 | ( | 8,505) |
|||
| Net loss on financial assets and liabilities | ||||||
| at fair value through profit or loss | ( | 16,619) |
( | 18) |
||
| Gain on lease termination | - | 4 | ||||
| Others | ( | 748) | ( | 112) | ||
| Total | ($ | 9,655) | ($ | 36,971) |
(25) Other gains and losses
~37~
Nine months ended September 30
| 2021 | 2020 | |||||
|---|---|---|---|---|---|---|
| Loss on disposals of property, plant and | ||||||
| equipment | ($ | 239) |
($ | 28,340) |
||
| Net currency exchange gain (loss) | 1,782 | ( | 7,885) |
|||
| Net gain on financial assets and liabilities | ||||||
| at fair value through profit or loss | 1,934 | 808 | ||||
| Impairment loss on disposal of property, plant | ||||||
| and | - | ( | 35,585) |
|||
| Gain on lease termination | - | 4 | ||||
| Others | ( | 1,184) | ( | 173) | ||
| Total | $ | 2,293 | ($ | 71,171) |
(26) Finance costs
| Finance costs | ||||
|---|---|---|---|---|
| Three months ended | September 30 | |||
| 2021 | 2020 | |||
| Interest expense: | ||||
| Bank borrowings | $ | 2,857 |
$ | 5,529 |
| Lease liabilities | 1,012 | 1,081 |
||
| Less: Capitalisation of qualifying assets | ( | 20) | ( | 253) |
| 3,849 | 6,357 |
|||
| Other financial costs | 216 | 229 |
||
| Total | $ | 4,065 | $ | 6,586 |
| Nine months ended | September 30 | |||
| 2021 | 2020 | |||
| Interest expense: | ||||
| Bank borrowings | $ | 10,357 |
$ | 18,559 |
| Lease liabilities | 3,092 | 3,283 | ||
| Less: Capitalisation of qualifying assets | ( | 159) | ( | 808) |
| 13,290 | 21,034 | |||
| Other financial costs | 901 | 902 | ||
| Total | $ | 14,191 | $ | 21,936 |
(27) Expenses by nature
| Expenses by nature | ||
|---|---|---|
| Employee benefit expense Depreciation on property, plant and equipment Amortisation on intangible assets Total |
Three months ended September 30 | |
| 2021 465,958 $ 113,294 4,580 583,832 $ |
2020 | |
| 359,107 $ 112,373 3,931 |
||
| 475,411 $ |
~38~
| Employee benefit expense Depreciation on property, plant and equipment Amortisation on intangible assets Total |
2021 2020 1,138,045 $ 979,300 $ 342,218 345,909 13,634 11,104 1,493,897 $ 1,336,313 $ Nine months ended September 30 |
|---|---|
(28) Employee benefit expense
| Employee benefit expense | ||
|---|---|---|
| Wages and salaries Termination benefits Labor and health insurance fees Pension costs Other personnel expenses Wages and salaries Termination benefits Labor and health insurance fees Pension costs Other personnel expenses |
2021 2020 429,753 $ 293,860 $ - 22,625 21,242 21,864 10,161 11,181 4,802 9,577 465,958 $ 359,107 $ 2021 2020 1,027,846 $ 832,836 $ - 22,625 63,953 66,512 30,497 34,388 15,749 22,939 1,138,045 $ 979,300 $ Three months ended September 30 Nine months ended September 30 |
|
| 832,836 $ 22,625 66,512 34,388 22,939 |
||
| 979,300 $ |
A. According to the Articles of Incorporation of the Company, if the Company has profit during the year, the Company shall distribute bonus to the employees that account for 10%~15% and pay remuneration to the directors that shall not be higher than 5%, of the total distributed amount. If the Company has an accumulated deficit, earnings should be used to cover losses. Employees’ compensation can be distributed in the form of shares or in cash. Qualification requirements of employees, including the employees of subsidiaries of the Company meeting certain specific requirements, entitled to receive aforementioned stock or cash may be specified in the Articles of Incorporation. The shareholders’ meeting on July 1, 2021 approved the amendment to the Company’s Articles of Incorporation, and revised the employee remuneration ratio to 10%~20% based on profitability, and the directors’ remuneration ratio to no more than 10%.
~39~
-
B. For the three months and nine months ended September 30, 2021 and 2020, employees’ compensation was accrued at $62,111, $39,899, $160,716 and $86,981, respectively; directors’ remuneration was accrued at $20,704, $13,300, $53,572 and $28,994, respectively. The aforementioned amounts were recognised in salary expense. The employees’ compensation and directors’ and supervisors’ remuneration were estimated and accrued based both on 15% and 5%.
-
C. For the three months and nine months ended September 30, 2021, the Company’s subsidiary, CS Bright Corporation, was liquidated. Therefore, remuneration for directors and employees is not estimated. For the three months and nine months ended September 30, 2020, employees’ compensation of the Company’s subsidiary, CS Bright Corporation, was accrued at $714 and $970, respectively; while directors’ and supervisors’ remuneration was accrued at $178 and $242, respectively. The aforementioned amounts were recognised in salary expenses, which were accrued based on distributable profit of current year as of the end of reporting period. And for the nine months ended September 30, 2020, the subsidiary accrued employees’ compensation and directors’ remuneration at 12% and 3%, respectively.
-
D. For the three months and nine months ended September 30, 2021, employees’ compensation of the Company’s subsidiary, Dongzhen Asset Co., Ltd., was accrued both at $207; while directors’ remuneration was accrued both at $124.
-
E. Employees’ compensation and directors’ remuneration of 2020 as resolved by the Board of Directors are the same as the amount recognised in the consolidated financial statements.
-
F. Information about employees’ compensation and directors’ remuneration of the Company as resolved at the Board of Directors’ meeting will be posted in the Market Observation Post System at the website of the Taiwan Stock Exchange.
(29) Income tax
-
A. Income tax expense
-
(a) Components of income tax expense:
| Current tax: Current tax on profits for the period Tax on undistributed surplus earnings Prior year income tax underestimation Total current tax Deferred tax: Origination and reversal of temporary differences Income tax expense |
2021 2020 81,168 $ 1,195) ($ 232 - - - 81,400 1,195) ( 2,992 12,076 84,392 $ 10,881 $ Three months ended September 30 |
|---|---|
~40~
| Nine months ended September 30 | Nine months ended September 30 | Nine months ended September 30 | ||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Current tax: | ||||
| Current tax on profits for the period | $ | 173,596 |
$ | 68,405 |
| Tax on undistributed surplus earnings | 232 | 8,323 | ||
| Prior year income tax underestimation | 1,335 | ( | 25,336) | |
| Total current tax | 175,163 | 51,392 | ||
| Deferred tax: | ||||
| Origination and reversal of temporary | ||||
| differences | 7,690 | 20,269 | ||
| Income tax expense | $ | 182,853 | $ | 71,661 |
| The income tax charge relating to components | of | other comprehensive income are as | follows: | |
| Three months ended September | 30 | |||
| 2021 | 2020 | |||
| Changes in fair value of financial assets | ||||
| at fair value through other comprehensive | ||||
| income | $ | - |
$ | - |
| Nine months ended September 30 | ||||
| 2021 | 2020 | |||
| Changes in fair value of financial assets | ||||
| at fair value through other comprehensive | ||||
| income | $ | - |
$ | 8,364 |
- (b) The income tax charge relating to components of other comprehensive income are as follows:
B. As of September 30, 2021, the Company’s income tax returns through 2019 have been assessed and approved by the Tax Authority.
(30) Earnings per share
| and approved by the Tax Authority. Earnings per share |
|||
|---|---|---|---|
| Basic earnings per share Profit attributable to owners of the parent Dilutive effect of common stock equivalents: Employees’ compensation Diluted earnings per share Profit attributable to owners of the parent plus dilutive effect of common stock equivalents |
Three months ended September 30,2021 | ||
| Profit after tax 246,867 $ - 246,867 $ |
Weighted-average outstanding common shares (in thousands) 395,618 4,953 400,571 |
Earnings per share (in dollars) |
|
| 0.62 $ |
|||
| 0.62 $ |
~41~
| Basic earnings per share Profit attributable to owners of the parent Dilutive effect of common stock equivalents: Employees’ compensation Diluted earnings per share Profit attributable to owners of the parent plus dilutive effect of common stock equivalents Basic earnings per share Profit attributable to owners of the parent Dilutive effect of common stock equivalents: Employees’ compensation Diluted earnings per share Profit attributable to owners of the parent plus dilutive effect of common stock equivalents |
Weighted-average outstanding common shares Earnings per share Profit after tax (in thousands) (in dollars) 206,072 $ 377,868 0.55 $ - 3,757 206,072 $ 381,625 0.54 $ Three months ended September 30,2020 Nine months ended September 30,2021 |
Weighted-average outstanding common shares Earnings per share Profit after tax (in thousands) (in dollars) 206,072 $ 377,868 0.55 $ - 3,757 206,072 $ 381,625 0.54 $ Three months ended September 30,2020 Nine months ended September 30,2021 |
Weighted-average outstanding common shares Earnings per share Profit after tax (in thousands) (in dollars) 206,072 $ 377,868 0.55 $ - 3,757 206,072 $ 381,625 0.54 $ Three months ended September 30,2020 Nine months ended September 30,2021 |
|---|---|---|---|
| Profit after tax 674,920 $ - 674,920 $ |
Weighted-average outstanding common shares (in thousands) 378,475 6,181 384,656 |
Earnings per share (in dollars) |
|
| 1.78 $ |
|||
| 1.75 $ |
~42~
| Nine months ended September | Nine months ended September | 30,2020 | ||||
|---|---|---|---|---|---|---|
| Weighted-average | ||||||
| outstanding | Earnings | per | ||||
| common | shares | share | ||||
| Profit | after tax (in thousands) |
(in dollars) | ||||
| Basic earnings per share | ||||||
| Profit attributable to owners of | ||||||
| the parent | $ | 397,593 |
377,868 | $ | 1.05 | |
| Dilutive effect of common stock | ||||||
| equivalents: | ||||||
| Employees’ compensation | - | 6,754 | ||||
| Diluted earnings per share | ||||||
| Profit attributable to owners of | ||||||
| the parent plus dilutive effect | ||||||
| of common stock equivalents | $ | 397,593 |
384,622 |
$ | 1.03 | |
| Supplemental cash flow information | ||||||
Investing activities with partial cash payments: |
||||||
| Nine months ended September 30 | ||||||
| 2021 | 2020 | |||||
| Purchase of property, plant and equipment | $ | 219,952 |
$ | 241,133 |
||
| Add:Ending balance of prepayments business facilities |
for | 130,147 | 6,205 | |||
| Less:Opening balance of prepayments business facilities |
for | ( | 3,943) |
( | 7,447) |
|
| Cash paid during the period | $ | 346,156 |
$ | 239,891 | ||
| Financing activities with no cash flow | effects | |||||
| Nine months ended September 30 | ||||||
| 2021 | 2020 | |||||
| Distribution of cash dividends (shown as "other payables") |
$ | - | $ | 378,623 |
(31) Supplemental cash flow information Investing activities with partial cash payments :
~43~
(32) Changes in liabilities from financing activities
==> picture [493 x 431] intentionally omitted <==
----- Start of picture text -----
2021
Short-term Long-term borrowings Lease Guarantee Liabilities from
borrowings ( including current portion) liabilities deposits financing activities-gross
At January 1 $ 230,758 $ 811,515 $ 236,266 $ 869 $ 1,279,408
Changes in cash
flow from financing
activities 111,134 ( 322,862) ( 14,746) 2,111 ( 224,363)
- - -
Interest payment ( 3,092) ( 3,092)
Amorization of
- - -
interest expenses 3,092 3,092
Increase in lease
liabilities - - 109 - 109
Impact of changes in
foreign exchange
rate ( 821) ( 4,117) - - ( 4,938)
At September 30 $ 341,071 $ 484,536 $ 221,629 $ 2,980 $ 1,050,216
2020
Short-term Long-term borrowings Lease Guarantee Liabilities from
borrowings ( including current portion) liabilities deposits financing activities-gross
At January 1 $ 249,640 $ 814,504 $ 249,496 $ 1,545 $ 1,315,185
Changes in cash flow
-
from financing activities ( 25,406) ( 15,414) ( 87) ( 40,907)
- - -
Interest payment ( 3,283) ( 3,283)
- - -
Interest in lease principal 5,971 5,971
Amorization of
-
interest expenses 3,283 3,283
- - -
Decrease for the period ( 469) ( 469)
Impact of changes in
foreign exchange rate ( 486) ( 14,784) ( 28) - ( 15,298)
At September 30 $ 223,748 $ 799,720 $ 239,556 $ 1,458 $ 1,264,482
----- End of picture text -----
~44~
7. RELATED PARTY TRANSACTIONS
(1) Names of related parties and relationship
Names of related parties
Opto Medical Public Welfare Foundation Shin-Etsu Opto Electronic Co., Ltd.
Giga Epitaxy Technology Corp.
Nichia Taiwan Corp. Nichia Corp.
VML Technologies B.V.
Relationship with the Company
Other related parties The Company is the director of this company; this company is the director of the Company.(Note 1) The Company is the director of this company.(Note 3) This company investments by the Company accounted for using the equity method.(Note 4)
This company is the Company's parent company of enterprise group accounted for using equity method. This company is an investment of Ho Chung Investment Co., Ltd. accounted for using equity method.
Shen Zhen Guabg Xin Vision Technology The chairman of this company is an independent director CO., Ltd.( Shen Zhen Guang Xin) of the Company.(Note 2) Guang Xin Vision Tech. (HK) CO., Ltd. The chairman of this company is an independent director (Hong Kong Guang Xin) of the Company.(Note 2) NEW SMART TECHNOLOGY CO., The company is the company's direct and indirect LTD. investment using the equity method company.
-
Note 1: The shareholders of the Company during their meeting resolved to reelect all its directors on June 16, 2020. The shareholders of Shin-Etsu Opto Electronic Co., Ltd. (Shin-Etsu) also resolved to reelect all its directors on June 18, 2020. After the reelection, the Company is no longer a legal person of Shin-Etsu and has not been a related party of the Company since June 18, 2020.
-
Note 2: The chairman of this Company was no longer an independent director of the Company after the re-election at the stockholders’ meeting on June 16, 2020. Thereafter, it was no longer a related party.
-
Note 3: It was no longer a related party of the Company after the Company resigned as director on February 28, 2021.
-
Note 4: The shareholders of the Company during their meeting resolved to issue common shares for capital increase through a private placement on July 1, 2021. The entity became an investor which accounted for its investment in the Company using the equity method after the effective date (August 30, 2021) for capital increase.
~45~
(2) Significant transactions and balances with related parties
A. Operating revenue:
| Operating revenue: | |
|---|---|
| Sales of goods: -Associates -Individuals with significant influence on the Group -Other related parties Total Sales of goods: -Associates -Individuals with significant influence on the Group -Other related parties Total |
2021 2020 20,177 $ 59 $ 28,487 - 59,709 59,276 108,373 $ 59,335 $ Three months ended September 30 Nine months ended September 30 |
| 2021 2020 22,456 $ 59 $ 28,487 - 241,763 189,743 292,706 $ 189,802 $ |
The selling prices charged to the above related parties are not materially different from those charged to non-related parties. For the nine months ended September 30, 2021 and 2020, the credit term was 45 ~ 136 days, some related parties adopt advance payment post-shipment method and 90 ~ 150 days for the non-related parties for both periods.
B. Purchases:
| Purchases: | ||
|---|---|---|
| Purchases of goods: -Individuals with significant influence on the Group -Other related parties Purchases of goods: -Individuals with significant influence on the Group -Other related parties |
Three months ended September 30 | |
| 2021 2020 9,288 $ - $ 23,836 53,960 33,124 $ 53,960 $ Nine months ended September 30 |
2020 | |
| - $ 53,960 |
||
| 53,960 $ |
||
| 2021 9,288 $ 94,122 103,410 $ |
2020 | |
| - $ 165,246 |
||
| 165,246 $ |
~46~
The purchase prices charged by the above related parties were not materially different from those charged by non-related parties. For the nine months ended September 30, 2021 and 2020, the credit term was 60 ~ 120 days and 90 ~ 120 days for the non-related parties, respectively.
C. Accounts receivable:
| C. Accounts receivable: | ||||||
|---|---|---|---|---|---|---|
| September | 30,2021 | December | 31,2020 | September | 30,2020 | |
| Receivables from related parties: | ||||||
| -Other related parties | $ | - |
$ | 16,880 |
$ | 32,397 |
| -Individuals with significant | ||||||
| influence on the Group | 35,982 | - | - |
|||
| -Associates | 995 | - | - | |||
| $ | 36,977 |
$ | 16,880 | $ | 32,397 |
|
| D. Accounts payable: | ||||||
| September | 30,2021 | December | 31,2020 | September | 30,2020 | |
| Payables to related parties: | ||||||
| -Individuals with significant | ||||||
| influence on the Group | $ | 45,112 |
$ | - |
$ | - |
| -Other related parties | - | 51,920 | 74,093 | |||
| Total | $ | 45,112 | $ | 51,920 | $ | 74,093 |
| Other payables: | ||||||
| -Individuals with significant | ||||||
| influence on the Group | $ | 210 |
$ | - |
$ | - |
| -Other related parties | - |
211 | 70 | |||
| -Associates | 2,328 | - |
- | |||
| Total | $ | 2,538 | $ | 211 | $ | 70 |
| E. Advance receipt | ||||||
| September | 30,2021 | December | 31, 2020 | September | 30,2020 | |
| Associates | $ | - | $ | 942 | $ | 63 |
~47~
F. Property transactions:
- (a) Acquisition of property, plant and equipment(including prepayments for business facilities shown as other non-current assets):
| NEW SMART TECHNOLOGY CO., LTD. NEW SMART TECHNOLOGY CO., LTD. |
2021 2020 101,071 $ - $ 2021 2020 101,071 $ - $ Three months ended September 30 Nine months ended September 30 |
|---|---|
- (b) Acquisition of financial assets:
| b) Acquisition of financial assets: | b) Acquisition of financial assets: | ||
|---|---|---|---|
| For the nine months ended September 30, 2020: ease a) Rent expense Accounts No. of shares Associates Investments accounted for using the equity method 5,000 -Other related parties $ -Individuals with significant influence on the Group $ -Other related parties $ -Individuals with significant influence on the Group $ |
None Objects Consideration Common stocks 70,000 $ Nine months ended September 30 Three months ended September 30 |
||
| 2021 2020 400 600 $ 200 - 600 600 $ Nine months ended September 30 |
2020 | ||
| $ | 600 $ - |
||
| $ | 600 $ |
||
| 2021 1,600 200 1,800 |
2020 | ||
| $ | 1,800 $ - |
||
| $ | 1,800 $ |
G. Lease
- (a) Rent expense
The Company leases plant and machinery from related parties. The monthly rental payments are mutually agreed upon. The payment terms are not materially different from those charged by non-related parties.
~48~
(b) Lease liabilities
(i) Outstanding balance:
September 30, 2021 December 31, 2020 September 30, 2020
| Interest expense Other related parties -Other related parties -Individuals with significant influence on the Group -Other related parties -Individuals with significant influence on the Group |
$ | 2,769 4,518 $ 5,096 $ Three months ended September 30 |
2,769 4,518 $ 5,096 $ Three months ended September 30 |
|---|---|---|---|
| 2021 2020 9 $ 25 $ 5 - 14 $ 25 $ Nine months ended September 30 |
2020 | ||
| 25 $ - |
|||
| 25 $ |
|||
| 2021 45 $ 5 50 $ |
2020 | ||
| 82 $ - |
|||
| 82 $ |
(ii) Interest expense
H. Others
| Others -Other related parties -Individuals with significant influence on the Group |
45 $ 82 $ 5 - 50 $ 82 $ |
45 $ 82 $ 5 - 50 $ 82 $ |
45 $ 82 $ 5 - 50 $ 82 $ |
|---|---|---|---|
| Donation expense: -Opto Medical Public Welfare Foundation Expenditure of labor service: -Associates |
Three months ended September 30 Nine months ended September 30 - $ 50,000 $ 11,000 $ 11,000 $ 2021 |
||
| Three months ended September 30 |
|||
| - $ 11,000 $ |
50,000 $ 11,000 $ |
January 1, 2020 to September 30, 2020 : None.
The purpose of the donation is mainly for the medical emergency relief needed by the society and the cooperative development of medical technology. The above-mentioned donation has no major agreement between the Group and the recipient.
~49~
(3) Key management compensation
Three months ended September 30
| Three months ended September 30 | Three months ended September 30 | |
|---|---|---|
| Salaries and other short-term employee benefits Post-employment benefits Total Salaries and other short-term employee benefits Post-employment benefits Total |
2021 2020 45,618 $ 29,829 $ 33 113 45,651 $ 29,942 $ 2021 2020 109,097 $ 63,434 $ 214 331 109,311 $ 63,765 $ Nine months ended September 30 |
|
| 63,434 $ 331 |
||
| 63,765 $ |
8. PLEDGED ASSETS
The Group’s assets pledged as collateral are as follows:
| Pledged assets Restricted assets- Time deposits, (shown as "other current assets") |
September 30, 2021 22,810 $ |
December 31, 2020 22,810 $ Book value |
September 30, 2020 22,810 $ |
|
|---|---|---|---|---|
9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNISED CONTRACT
COMMITMENTS
(1) As of September 30, 2021, the guarantees provided by the Company through banks were as follows:
| Guarantor Far Eastern International Bank Chang Hwa Commercial Bank Chang Hwa Commercial Bank Mega International Commercial Bank Taipei Fubon Commercial Bank Taishin International Bank |
Nature of Guarantee Performance guarantee Customs duty Performance guarantee Performance guarantee and warranty Performance guarantee Borrowing |
Amount |
|---|---|---|
| 19,450 $ 15,000 3,360 7,071 755 97,423 |
||
| 143,059 $ |
~50~
- (2) As of September 30, 2021, the outstanding letters of credit issued for the importation of raw materials and machinery were as follows:
==> picture [150 x 15] intentionally omitted <==
----- Start of picture text -----
Amount (thousands)
----- End of picture text -----
| TWD | 14,447 |
|---|---|
| JPY | 6,821 |
| USD | 1,016 |
-
(3) Operating lease commitments: See Note 6(9).
-
(4) As of September 30, 2021, the promissory notes issued by the Company and subsidiary corporation for loans, performance guarantee for purchases and loans granted for subsidiaries amounted to $4,906,062.
-
(5) As of September 30, 2021, the capital expenditure contracted but not yet incurred is $168,619.
10. SIGNIFICANT DISASTER LOSS
None.
11. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE
-
A. For the Company’s future development and business expansion, the shareholders of the Company at their first interim meeting held on October 21, 2021 resolved to change its Chinese name to ‘Taiwan-Asia Semiconductor Corporation’, amend the Company’s Articles of Incorporation, and adjust the scope of business. The Company will announce its new name after approval by the regulatory authority.
-
B. For the Company’s future operational planning, the shareholders of the Company at their first interim meeting held on October 21, 2021 resolved to sell all of its ownership interest in a Mainland China subsidiary - Opto Plus Technology Co., Ltd. at an estimated price of no less than RMB 33,000 thousand.
-
C. To implement work specialisation and increase overall operational performance and market competitiveness of the Company through effective planning, the shareholders of the Company at their first interim meeting held on October 21, 2021 resolved to spin off the operations relating to the ‘Displays and Lighting Group’ (including assets, liabilities and operations) to an existing wholly-owned subsidiary, Opto System Technologies Inc. in accordance with the requirements stipulated in the Article 35 of Business Mergers And Acquisitions Act.
12. OTHERS
(1) Capital risk management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders or issue new shares to reduce debt. The Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings less cash and cash equivalents. Total
~51~
capital is calculated as ‘equity’ as shown in the consolidated balance sheet plus net debt.
As of September 30, 2021, December 31, 2020 and September 30, 2020, the gearing ratios were (40.70%), (36.52%) and (40.45%), respectively.
(2) Financial instruments
A. Financial instrument by category
| September 30,2021 Financial assets Financial assets at fair value through profit or loss Financial assets mandatorily measured at fair value through profit or loss 789,596 $ Financial assets at fair value through other comprehensive income 806,846 Financial assets at amortised cost/Loans and receivables Cash and cash equivalents 3,513,944 Financial assets at amortised cost 911,238 Notes receivable 2,846 Accounts receivable - net (including related parties) 1,553,001 Other accounts receivable 14,427 Guarantee deposits paid 22,372 7,614,270 $ September 30,2021 Financial liabilities Financial liabilities at fair value through profit or loss Financial liabilities mandatorily measured at fair value through profit or loss 77 $ Financial liabilities at amortised cost Financial assets at fair value through other comprehensive income Short-term borrowings 341,071 Notes payable - Accounts payable (including related parties) 772,619 Other accounts payable 682,584 Long-term borrowings (including current portion) 484,536 Guarantee deposits received 2,980 2,283,790 $ Lease liabilities 221,629 $ |
September 30,2021 Financial assets Financial assets at fair value through profit or loss Financial assets mandatorily measured at fair value through profit or loss 789,596 $ Financial assets at fair value through other comprehensive income 806,846 Financial assets at amortised cost/Loans and receivables Cash and cash equivalents 3,513,944 Financial assets at amortised cost 911,238 Notes receivable 2,846 Accounts receivable - net (including related parties) 1,553,001 Other accounts receivable 14,427 Guarantee deposits paid 22,372 7,614,270 $ September 30,2021 Financial liabilities Financial liabilities at fair value through profit or loss Financial liabilities mandatorily measured at fair value through profit or loss 77 $ Financial liabilities at amortised cost Financial assets at fair value through other comprehensive income Short-term borrowings 341,071 Notes payable - Accounts payable (including related parties) 772,619 Other accounts payable 682,584 Long-term borrowings (including current portion) 484,536 Guarantee deposits received 2,980 2,283,790 $ Lease liabilities 221,629 $ |
December 31,2020 427,409 $ 783,998 3,100,161 22,810 8,873 1,651,793 20,218 11,763 6,027,025 $ December 31,2020 799 $ 230,758 1,757 717,846 619,042 811,515 869 2,381,787 $ 236,266 $ |
December 31,2020 427,409 $ 783,998 3,100,161 22,810 8,873 1,651,793 20,218 11,763 6,027,025 $ December 31,2020 799 $ 230,758 1,757 717,846 619,042 811,515 869 2,381,787 $ 236,266 $ |
September 30,2020 376,945 $ 870,036 3,109,626 22,810 6,239 1,944,419 27,726 14,561 6,372,362 $ September 30,2020 - $ 223,748 341 663,461 1,060,747 799,720 1,458 2,749,475 $ 239,556 $ |
September 30,2020 376,945 $ 870,036 3,109,626 22,810 6,239 1,944,419 27,726 14,561 6,372,362 $ September 30,2020 - $ 223,748 341 663,461 1,060,747 799,720 1,458 2,749,475 $ 239,556 $ |
|---|---|---|---|---|---|
| 77 $ |
799 $ |
- $ |
|||
| 341,071 - 772,619 682,584 484,536 2,980 |
230,758 1,757 717,846 619,042 811,515 869 |
223,748 341 663,461 1,060,747 799,720 1,458 |
|||
| 2,283,790 $ |
2,381,787 $ |
2,749,475 $ |
|||
| 221,629 $ |
236,266 $ |
239,556 $ |
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-
B. Financial risk management policies
-
There was no significant change in the reporting period. Please refer to Note 12 in the consolidated financial statements for the year ended December 31, 2020.
-
C. Significant financial risks and degrees of financial risks
-
(a) Market risk
Foreign exchange risk
-
i. The Group operates internationally and is exposed to foreign exchange risk arising from the transactions of the Company and its subsidiaries used in various currency exposures, primarily with respect to the USD and JPY. Exchange rate risk arises from future commercial transactions and recognised assets and liabilities.
-
ii. To manage their foreign exchange risk arising from future commercial transactions and recognised assets and liabilities, entities in the Group use forward foreign exchange contracts, transacted with Group treasury. The expired dates of these forward foreign exchange contracts are shorter than 6 months and are not accounted for under hedge accounting. Foreign exchange risk arises when future commercial transactions or recognised assets or liabilities are denominated in a currency that is not the entity’s functional currency.
-
iii. As the foreign operations are strategic investments, the Company does not hedge for them.
-
iv. The Group’s businesses involve some non-functional currency operations (the Company’s and certain subsidiaries’ functional currency: TWD; other subsidiaries’ functional currency: CNY). The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:
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| Foreign currency amount (in thousands) Exchange rate Book value (TWD) (Foreign currency: functional currency) Financial assets Monetary items USD : TWD 45,675 $ 27.80 1,269,765 $ JPY : TWD 340,021 0.247 83,985 CNY : TWD 24,724 4.277 105,745 USD : CNY (Note) 931 6.4737 25,928 Non-monetary items :None. (Foreign currency: functional currency) Financial liabilities Monetary items USD : TWD 28,612 $ 27.90 798,275 $ JPY : TWD 565,746 0.2510 142,002 USD : CNY (Note) 1,170 6.4737 32,585 Non-monetary items : None. September 30,2021 |
Extent of variation Effect on profit or loss Effect on other compre- hensive income Unrealized exchange gain (loss) Nine months ended September 30,2021 SensitivityAnalysis |
Extent of variation Effect on profit or loss Effect on other compre- hensive income Unrealized exchange gain (loss) Nine months ended September 30,2021 SensitivityAnalysis |
Extent of variation Effect on profit or loss Effect on other compre- hensive income Unrealized exchange gain (loss) Nine months ended September 30,2021 SensitivityAnalysis |
Extent of variation Effect on profit or loss Effect on other compre- hensive income Unrealized exchange gain (loss) Nine months ended September 30,2021 SensitivityAnalysis |
|
|---|---|---|---|---|---|
| SensitivityAnalysis | |||||
| Extent of variation |
Effect on profit or loss |
Effect on other compre- hensive income |
|||
| 1% 1% 1% 1% 1% 1% 1% |
12,698 $ 840 1,057 259 7,983) ($ 1,420) ( 326) ( |
- $ - - - - $ - - |
2,690 $ 1,338) ( 193) ( 12 9,821 $ 1,596 133) ( |
Note : If the consolidated entities’ functional currency is not TWD, the foreign currency denominated assets and liabilities of the consolidated entities should be disclosed. For example, when the functional currency of a subsidiary is CNY, its USD foreign currency positions should also be disclosed.
~54~
| Foreign currency amount (in thousands) Exchange rate (Foreign currency: functional currency) Financial assets Monetary items USD : TWD 47,188 $ 28.43 JPY : TWD 295,326 0.2743 CNY : TWD 25,061 4.3520 USD : CNY (Note) 877 6.5091 Non-monetary items :None. Financial liabilities Monetary items USD : TWD 32,237 $ 28.53 JPY : TWD 508,001 0.2783 USD : CNY (Note) 45 6.5091 Non-monetary items :None. December 31, |
December 31, | December 31, | Book value (TWD) 2020 |
Extent of variation Effect on profit or loss Effect on other compre- hensive income Unrealized exchange gain(loss) 1% 13,416 $ - $ 33,270) ($ 1% 810 - 483) ( 1% 1,091 - 97) ( 1% 246 - 136 1% 9,197) ($ - $ 24,369 $ 1% 1,414) ( - 265) ( 1% 13) ( - 51) ( Year ended December 31,2020 SensitivityAnalysis |
Extent of variation Effect on profit or loss Effect on other compre- hensive income Unrealized exchange gain(loss) 1% 13,416 $ - $ 33,270) ($ 1% 810 - 483) ( 1% 1,091 - 97) ( 1% 246 - 136 1% 9,197) ($ - $ 24,369 $ 1% 1,414) ( - 265) ( 1% 13) ( - 51) ( Year ended December 31,2020 SensitivityAnalysis |
Extent of variation Effect on profit or loss Effect on other compre- hensive income Unrealized exchange gain(loss) 1% 13,416 $ - $ 33,270) ($ 1% 810 - 483) ( 1% 1,091 - 97) ( 1% 246 - 136 1% 9,197) ($ - $ 24,369 $ 1% 1,414) ( - 265) ( 1% 13) ( - 51) ( Year ended December 31,2020 SensitivityAnalysis |
|
|---|---|---|---|---|---|---|---|
| SensitivityAnalysis | |||||||
| Exchange rate |
Extent of variation |
Effect on profit or loss Effect on other compre- hensive income 13,416 $ - $ 810 - 1,091 - 246 - 9,197) ($ - $ 1,414) ( - 13) ( - |
|||||
| 28.43 0.2743 4.3520 6.5091 28.53 0.2783 6.5091 |
1,341,555 $ 81,008 109,065 24,644 919,722 $ 141,377 1,265 |
1% 1% 1% 1% 1% 1% 1% |
33,270) ($ 483) ( 97) ( 136 24,369 $ 265) ( 51) ( |
Note : If the consolidated entities’ functional currency is not TWD, the foreign currency denominated assets and liabilities of the consolidated entities should be disclosed. For example, when the functional currency of a subsidiary is CNY, its USD foreign currency positions should also be disclosed.
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Nine months ended September 3
September 30, 2020 Sensitivity Analysis
Foreign Effect
currency on other
amount Extent Effect compre-
(in Exchange Book value of on profit hensive
thousands) rate (TWD) variation or loss income
(Foreign currency:
functional currency)
Financial assets
Monetary items
USD : TWD $ 56,861 29.05 $ 1,651,812 1% $ 16,518 $ -
JPY : TWD 274,904 0.2736 75,214 1% 752 -
CNY : TWD 28,797 4.244 122,214 1% 1,222 -
USD : CNY (Note) 1,113 6.8224 32,271 1% 323 -
Non-monetary items: None.
Financial liabilities
Monetary items
USD : TWD $ 30,522 29.15 $ 889,716 1% ($ 8,897) $ -
JPY : TWD 325,582 0.2776 90,382 1% ( 904) -
USD : CNY (Note) 43 6.8224 1,247 1% ( 12) -
Non-monetary items: None.
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- Note
:If the consolidated entities’ functional currency is not TWD, the foreign currency denominated assets and liabilities of the consolidated entities should be disclosed. For example, when the functional currency of a subsidiary is CNY, its USD foreign currency positions should also be disclosed.
Price risk
-
i. The Group’s equity securities which are exposed to price risk, are the held financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income. To manage its price risk arising from investments in equity securities, the Group diversifies its portfolio.
-
ii. The Group’s investments in equity securities comprise domestic listed and unlisted stocks. The prices of equity securities would change due to the change of the future value of investee companies. If the prices of these domestic funds, equity securities of listed company or unlisted company had increased/decreased by 5%, 20% or 10%, respectively, with all other variables held constant, post-tax profit for the nine months ended September 30, 2021 and 2020 would have increased/decreased by $61,556 and $24,184, respectively, as a result of gains/losses on equity securities classified as at fair value through profit or loss. Other components of equity would have increased/decreased by $91,548 and $94,088 as a result of gains/losses on equity securities classified as at fair value through other comprehensive income.
Cash flow and fair value Interest rate risk
-
i. The Group’s interest rate risk arises from long-term and short-term borrowings. Borrowings issued at floating rates expose the Group to cash flow interest rate risk which is partially offset by cash and cash equivalents held at floating rates. During the nine months ended September 30, 2021 and 2020, the Group’s borrowings at floating rate were denominated in TWD, USD and JPY.
-
ii. At September 30, 2021, December 31, 2020 and September 30, 2020, if interest rates on borrowings had been 100 basis point higher/lower with all other variables held constant, post-tax profit for the nine months ended September 30, 2021 and 2020 would have been $4,921 and $6,106 lower/higher, respectively, mainly as a result of higher/lower interest expense on floating rate borrowings.
~57~
(b) Credit risk
-
i. Credit risk refers to the risk of financial loss to the Group arising from default by the clients or counterparties of financial instruments on the contract obligations. According to the Group’s credit policy, each local entity in the Group is responsible for managing and analysing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors, the utilisation of credit limits is regularly monitored. Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks and financial institutions, as well as operating activities, including outstanding receivables.
-
ii. The Group adopts following assumptions under IFRS 9 to assess whether there has been a significant increase in credit risk on that instrument since initial recognition: If the contract payments were past due over 30 days based on the terms, there has been a significant increase in credit risk on that instrument since initial recognition.
-
iii. The default occurs when the contract payments are past due over 180 days for distributors and 360 days for other customers, respectively.
-
iv. The Group classifies customer’s accounts receivable, in accordance with credit risk on trade and customer types. The Group applies the simplified approach using loss rate methodology to estimate expected credit loss under the provision matrix basis.
-
v. The following indicators are used to determine whether the credit impairment of debt instruments has occurred:
-
(i) It becomes probable that the issuer will enter bankruptcy or other financial reorganisation due to their financial difficulties;
-
(ii) The disappearance of an active market for that financial asset because of financial difficulties;
-
(iii) Default or delinquency in interest or principal repayments;
-
(iv) Adverse changes in national or regional economic conditions that are expected to cause a default.
-
viii. The Group used historical and timely information to assess the default possibility of notes receivable and accounts receivable ( including related parties). As of September 30, 2021, December 31, 2020 and September 30, 2020, the loss rate methodology is as follows :
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Individual Group Total
At September 30, 2021
Expected loss rate 100% 0.01%~100%
Total book value $ 6,273 $ 1,557,747 $ 1,564,020
$ 6,273 $ 1,900 $ 8,173
Loss allowance
At December 31, 2020 Individual Group Total
Expected loss rate 100% 0.01%~100%
Total book value $ 4,997 $ 1,663,689 $ 1,668,686
Loss allowance $ 4,997 $ 3,023 $ 8,020
Individual Group Total
At September 30, 2020
Expected loss rate 100% 0.01%~100%
Total book value $ 1,072 $ 1,960,297 $ 1,961,369
Loss allowance $ 1,072 $ 9,639 $ 10,711
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vi. As at September 30, 2021, December 31, 2020 and September 30, 2020, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the Group’s accounts receivable and notes receivable was $1,555,847, $1,660,666 and $1,950,658, respectively.
- vii. Movements in relation to the Group applying the simplified approach to provided loss allowance for accounts receivable are as follows:
| At January 1 Provision for impairment loss Write-offs At September 30 |
2021 2020 Accounts receivable Accounts receivable 8,020 $ 21,821 $ 2,136 5,178 1,983) ( 16,288) ( 8,173 $ 10,711 $ |
|---|---|
vii. The Group conducts business with banks and financial institutions with sound reputation, and therefore do not expect the financial assets at amortized cost to have credit risk.
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ix. For investments in debt instruments at amortised cost, the credit rating levels are presented below:
| below: | ||||||||
|---|---|---|---|---|---|---|---|---|
| Financial assets at amortised cost Financial assets at amortised cost Financial assets at amortised cost |
12 months | September 30,2021 Lifetime |
Total | |||||
| Significant increase in credit risk Impairment of credit - $ - $ December 31,2020 Lifetime |
Impairment of credit |
|||||||
| 911,238 $ 12 months |
911,238 $ Total |
|||||||
| Significant increase in credit risk |
Impairment of credit |
|||||||
| 22,810 $ 12 months |
22,810 $ Total |
|||||||
| Significant increase in credit risk |
Impairment of credit |
|||||||
| 22,810 $ |
- $ |
- $ |
22,810 $ |
~60~
(c) Liquidity risk
-
i. Cash flow forecasting is performed in the operating entities of the Group and aggregated by Group treasury. Group treasury monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times.
-
ii. The table below analyses the Group’s non-derivative financial liabilities and derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date for non-derivative financial liabilities and to the expected maturity date for derivative financial liabilities.
| September 30, 2021 Non-derivative financial liabilities : Short-term borrowings Accounts payable (including related parties) Lease liabilities Other payables Long-term borrowings (including current portion) Derivative financial liabilities : Forward exchange contracts December 31, 2020 Non-derivative financial liabilities : Short-term borrowings Notes payable Accounts payable (including related parties) Lease liabilities Other payables Long-term borrowings (including current portion) Derivative financial liabilities : Forward exchange contracts |
Less than 1year 341,386 $ 722,619 22,871 682,584 490,498 77 $ Less than 1year 231,089 $ 1,757 717,846 23,642 619,042 74,285 799 $ |
Between 1 and 2 years - $ - 19,832 - - - $ Between 1 and 2 years - $ - - 22,305 - 751,637 - $ |
Between 2 and 3 years - $ - 17,892 - - - $ Between 2 and 3 years - $ - 18,933 - - - $ |
Between 3 and 5 years - $ - 35,540 - - - $ Between 3 and 5 years - $ - 35,782 - - - $ |
Over 5 years |
|---|---|---|---|---|---|
| - $ - 154,928 - - - $ Over 5 years |
|||||
| - $ - 168,130 - - - $ |
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| Between Less than 1 and 2 September 30, 2020 1 year years Non-derivative financial liabilities : Short-term borrowings 224,119 $ - $ Notes payable 341 - Accounts payable 663,461 - (including related parties) Lease liabilities 23,485 22,458 Other payables 1,060,747 - Long-term borrowings 74,486 730,511 (including current portion) |
Between 2 and 3 years - $ - - 19,508 - - |
Between 3 and 5 Over 5 years years - $ - $ - - - - 35,135 172,495 - - - - |
|---|---|---|
(3) Fair value information
-
A. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:
-
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.
-
Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly.
-
Level 3: Unobservable inputs for the asset or liability.
-
B. Fair value information of investment property at cost is provided in Note 6(10).
-
C. The carrying amounts of cash and cash equivalent, notes receivable, accounts receivable, other receivables, long-term and short-term borrowings, notes payable, accounts payable, other payables and lease liabilities are approximate to their fair value.
-
D. The related information of financial and non-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities at September 30, 2021, December 31, 2020 and September 30, 2020 is as follows:
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September 30, 2021 Level 1 Level 2 Level 3 Total
Assets:
Recurring fair value measurements
Financial assets at fair value through
profit or loss
Domestic funds $ 571,094 $ - $ - $ 571,094
-
Equity securities 111,512 106,990 218,502
Financial assets at fair value through other
comprehensive income
Equity securities 108,637 - 698,209 806,846
Total $ 791,243 $ - $ 805,199 $ 1,596,442
Liabilities:
Recurring fair value measurements
Financial liabilities at fair value through
profit or loss
Forward exchange contract $ - $ 77 $ - $ 77
December 31, 2020 Level 1 Level 2 Level 3 Total
Assets:
Recurring fair value measurements
Financial assets at fair value through
profit or loss
Domestic funds $ 320,248 $ - $ - $ 320,248
- -
Equity securities 106,990 106,990
Forward exchange contract - 171 - 171
Financial assets at fair value through other
comprehensive income
Equity securities 85,789 - 698,209 783,998
Total $ 406,037 $ 171 $ 805,199 $ 1,211,407
Liabilities:
Recurring fair value measurements
Financial liabilities at fair value through
profit or loss
Forward exchange contract $ - $ 799 $ - $ 799
September 30, 2020 Level 1 Level 2 Level 3 Total
Assets:
Recurring fair value measurements
Financial assets at fair value through
profit or loss
Domestic funds $ 269,977 $ - $ - $ 269,977
- -
Equity securities 106,853 106,853
Forward exchange contract - 115 - 115
Financial assets at fair value through other
comprehensive income
Equity securities 70,844 - 799,192 870,036
Total $ 340,821 $ 115 $ 906,045 $ 1,246,981
----- End of picture text -----
E. The methods and assumptions the Group used to measure fair value are as follows:
(a) The instruments the Group used market quoted prices as their fair values (that is, Level 1) are composed of: listed shares using closing price and open-end fund using net asset value at balance sheet date.
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-
(b) Except for financial instruments with active markets, the fair value of other financial instruments is measured by using valuation techniques or by reference to counterparty quotes.
-
(c) When assessing non-standard and low-complexity financial instruments, the Group adopts valuation technique that is widely used by market participants. The inputs used in the valuation method to measure these financial instruments are normally observable in the market. Forward exchange contracts are usually valued based on the current forward exchange rate.
-
(d) The output of valuation model is an estimated value and the valuation technique may not be able to capture all relevant factors of the Group’s financial and non-financial instruments. Therefore, the estimated value derived using valuation model is adjusted accordingly with additional inputs. In accordance with the Group’s management policies and relevant control procedures relating to the valuation models used for fair value measurement, management believes adjustment to valuation is necessary in order to reasonably represent the fair value of financial and non-financial instruments at the consolidated balance sheet. The inputs and pricing information used during valuation are carefully assessed and adjusted based on current market conditions.
-
F. For the nine months ended September 30, 2021 and 2020, there was no transfer between Level 1 and Level 2.
-
G. The following chart is the movement of Level 3 financial instruments of equity securities for the nine months ended September 30, 2021 and 2020.
| At January 1 Losses recognised in other comprehensive income Sold in the period At September 30 |
2021 2020 805,199 $ 951,466 $ - 41,821) ( - 3,600) ( 805,199 $ 906,045 $ |
|---|---|
-
H. For the nine months ended September 30, 2021and 2020, there was no transfer into or out from Level 3.
-
I. Financial segment is in charge of valuation procedures for fair value measurements being categorized within Level 3, which is to verify independent fair value of financial instruments. Such assessment is to ensure the valuation results are reasonable by applying independent information to make results close to current market conditions and reviewing periodically.
-
J. The following is the qualitative information of significant unobservable inputs and sensitivity analysis of changes in significant unobservable inputs to valuation model used in Level 3 fair value measurement:
~64~
| Unlisted shares Unlisted shares Non-derivative equity: Unlisted shares Unlisted shares Non-derivative equity: |
Fair value at September 30,2021 698,209 $ 106,990 Fair value at December 31,2020 698,209 $ 106,990 |
Valuation technique Market comparable companies Net asset value Valuation technique Market comparable companies Net asset value |
Significant unobservable input Price to earnings ratio multiple Discount for lack of volatility Discount for lack of volatility Significant unobservable input Price to earnings ratio multiple Discount for lack of volatility Discount for lack of volatility |
Range (weighted average) 0.94~2.3 30%~35% 19.25% Range (weighted average) 0.94~2.3 30%~35% 19.25% |
Relationship of inputs to fair value The higher the multiple, the higher the fair value. The higher the discount for lack of marketability, the lower the fair value. The higher the discount for lack of marketability, the lower the fair value. Relationship of inputs to fair value The higher the multiple, the higher the fair value. The higher the discount for lack of marketability, the lower the fair value. The higher the discount for lack of marketability, the lower the fair value. |
|---|---|---|---|---|---|
~65~
| Unlisted shares Unlisted shares Non-derivative equity: |
Fair value at September Valuation 30,2020 technique 799,192 $ Market comparable companies 106,853 Net asset value |
Significant unobservable Range (weighted Relationship of inputs to input average) fair value Price to 0.75~1.09 The higher the multiple, earnings the higher the fair value. ratio multiple Discount for 25%~35% The higher the discount lack of for lack of marketability, volatility the lower the fair value. Discount for 19.25% The higher the discount lack of for lack of marketability, volatility the lower the fair value. |
|---|---|---|
- K. The Group has carefully assessed the valuation models and assumptions used to measure fair value; therefore, the fair value measurement is reasonable. However, use of different valuation models or assumptions may result in difference measurements. The following is the effect of profit or loss or of other comprehensive income from financial assets and liabilities categorised within Level 3 if the inputs used to valuation models have changed:
| Financial assets Equity instrument Financial assets Equity instrument |
Input | Change ±5% Change ±5% |
Favourable Unfavourable change change 1,275 $ 1,275) ($ September Recognised inprofit or loss December |
30,2021 Recognised in other comprehensive income |
30,2021 Recognised in other comprehensive income |
|---|---|---|---|---|---|
| Favourable Unfavourable change change 15,582 $ 15,582) ($ 31,2020 |
|||||
| Discount of lack of volatility Input |
|||||
| Favourable Unfavourable change change 1,275 $ 1,275) ($ Recognised inprofit or loss |
Recognised in other comprehensive income |
||||
| Favourable Unfavourable change change 15,582 $ 15,582) ($ |
Unfavourable change |
||||
| Discount of lack of volatility |
~66~
| Financial assets Equity instrument |
Input | Change | September | 30,2020 | |
|---|---|---|---|---|---|
| Favourable Unfavourable change change 1,274 $ 1,274) ($ Recognised inprofit or loss |
Recognis comprehen |
||||
| Favourable change 13,874 $ |
|||||
| Discount of lack of volatility |
±5% |
- ’ (4) Impact of the COVID 19 pandemic to the Group s operation in the third quarter of 2021
With the ever-changing situation of the global pandemic, the global supply chains were impacted at different levels by the preventive measures against the pandemic and the stress on shipping. Moreover, the prices of raw materials have risen due to the strong demand to replenish inventories. The Group will continue to follow up the situation and timely adjust the countermeasures.
13. SUPPLEMENTARY DISCLOSURES
(1) Significant transactions information
-
A. Loans to others: None.
-
B. Provision of endorsements and guarantees to others: Please refer to table 1.
-
C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Please refer to table 2.
-
D. Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company’s paid-in capital: None.
-
E. Acquisition of real estate reaching $300 million or 20% of paid-in capital or more: None.
-
F. Disposal of real estate reaching $300 million or 20% of paid-in capital or more: None.
-
G. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: Please refer to table 3.
-
H. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: None.
-
I. Trading in derivative instruments undertaken during the reporting periods: Please refer to 6(2).
-
J. Significant inter-company transactions during the reporting periods: Amounts were insignificant and did not reach the Company’s disclosure threshold of $10,000.
(2) Information on investees
Names, locations and other information of investee companies (not including investees in Mainland China) : Please refer to table 4.
(3) Information on investments in Mainland China
Basic information: Please refer to table 5.
(4) Information on major shareholders
Please refer to table 6.
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14. SEGMENT INFORMATION
(1) General information
There was no significant change in the reporting period. Please refer to Note 14 in the consolidated financial statements for the year ended December 31, 2020.
(2) Segment information
The segment information provided to the Chief Operating Decision-Maker for the reportable segments is as follows:
| Revenue from external customers Segment income (loss) Revenue from external customers Segment income (loss) Revenue from external customers Segment income (loss) Revenue from external customers Segment income (loss) |
LED and Displays and Packaging Silicon Sensor Lighting Business Other Chips Group Group Group segments 1,412,934 $ 291,896 $ 104,634 $ - $ 329,163 $ 10,048) ($ 7,827 $ 4,317 $ LED and Displays and Packaging Silicon Sensor Lighting Business Other Chips Group Group Group segments 1,320,343 $ 258,644 $ 82,047 $ 4,465 $ 263,635 $ 12,535) ($ 7,014 $ 41,160) ($ Three months ended September 30,2021 Three months ended September 30,2020 Nine months ended September 30,2021 |
LED and Displays and Packaging Silicon Sensor Lighting Business Other Chips Group Group Group segments 1,412,934 $ 291,896 $ 104,634 $ - $ 329,163 $ 10,048) ($ 7,827 $ 4,317 $ LED and Displays and Packaging Silicon Sensor Lighting Business Other Chips Group Group Group segments 1,320,343 $ 258,644 $ 82,047 $ 4,465 $ 263,635 $ 12,535) ($ 7,014 $ 41,160) ($ Three months ended September 30,2021 Three months ended September 30,2020 Nine months ended September 30,2021 |
|---|---|---|
| LED and Displays and Packaging Silicon Sensor Lighting Business Other Chips Group Group Group segments 3,948,376 $ 590,700 $ 237,667 $ - $ 906,550 $ 87,860) ($ 14,419 $ 24,666 $ Nine months ended September 30,2020 |
||
| LED and Displays and Silicon Sensor Lighting Chips Group Group 3,250,155 $ 740,617 $ 514,410 $ 6,516) ($ |
Packaging Business Other Group segments 204,038 $ 12,683 $ 9,063 $ 47,702) ($ |
~68~
(3) Reconciliation for segment income (loss)
-
A. The revenue from external customers reported to the Chief Operating Decision-Maker is measured in a manner consistent with that in the statement of comprehensive income.
-
B. A reconciliation of reportable segment income or loss to the income (loss) before tax from continuing operations is measured in a manner consistent with that in the statement of comprehensive income.
~69~
Opto Tech Corporation and subsidiaries
Provision of endorsements and guarantees to others
Table 1
Expressed in thousands of TWD
Nine months ended September 30, 2021
| Number (Note 1) Endorser/ guarantor |
Party being endorsed/guaranteed |
Limit on endorsements/ guarantees provided for a single party (Note 3) |
Maximum outstanding endorsement/ guarantee amount as of September 30,2021 |
Outstanding endorsement/ guarantee amount at September 30,2021 |
Actual amount drawn down |
Amount of endorsements/ guarantees secured with collateral |
Ratio of accumulated endorsement/ guarantee amount to net asset value of the endorser/ guarantor company |
Ceiling on total amount of endorsements/ guarantees provided (Note 3) |
Provision of endorsements/ guarantees by parent company to subsidiary |
Provision of endorsements/ guarantees by subsidiary to parent company |
Provision of endorsements/ guarantees to the party in Mainland China |
Remark |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company name Relationship with the endorser/ guarantor (Note2) |
||||||||||||
| 0 Opto Tech Corp. |
Opto Plus Technology Co., Ltd. 3 |
1,857,941 $ |
100,048 $ |
97,650 $ |
88,548 $ |
- | 1.05% | 4,644,852 | Y | N | Y | - |
Note 1: The numbers filled in for the endorsements/guarantees provided by the Company or subsidiaries are as follows:
-
(1)The Company is “0”.
-
(2)The subsidiaries are numbered in order starting from “1”.
Note 2: Relationship with the endorser/guarantor is classified into the following categories:
-
(1) Having business relationship.
-
(2) The Company owns more than 50% voting shares of the endorsed/guaranteed company.
(3) The Company and its subsidiaries jointly own more than 50% voting shares of the endorsed/guaranteed company.
-
(4) The endorsed/guaranteed company directly or indirectly owns more than 50% voting shares of the endorser/guarantor.
-
(5) Mutual guarantees in the same trade due to construction undertaking pursuant to the contracts.
-
(6) Due to joint venture, each shareholder provides guarantees for the company in proportion to its ownership.
-
Note 3: The calculation and amount of ceiling on providing endorsement / guarantee to others shall be disclosed. It there was contingent loss recogniSed in the financial statements, the recognised amount shall be disclosed Under the Company’s “Procedures for Provision of Endorsements and Guarantees” , the Company’s total guarantees and endorsements to others should not exceed 50% of the Company’s net asset value, and total guarantees and
endorsements provided for a single party should not exceed 20% of the Company’s net asset value. The calculation is shown below:
(1) $9,289,704 thousand dollars × 20% = $1,857,941 thousand dollars
- (2) $9,289,704 thousand dollars × 50%
=$4,644,852 thousand dollars
Table 2
Expressed in thousands of TWD
Opto Tech Corporation and subsidiaries
Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures)
September 30, 2021
| Securities held by | Type of marketable securities |
Name of marketable securities |
Relationship with the securities issuer |
General ledger account | As of September 30,2021 | As of September 30,2021 | Remark | ||
|---|---|---|---|---|---|---|---|---|---|
| Number of shares | Book value | Ownership (%) | Fair value | ||||||
Opto Tech Corp.〞〞〞〞〞〞Ho Chung Investment Co., Ltd. Dongzhen Asset Co., Ltd. Opto Tech Corp. 〞〞〞〞〞〞 |
Stock〞〞〞〞〞〞〞〞Fund 〞〞〞〞〞〞 |
AXT, Inc. Nichia Corp. Viking Tech Corporation Lu Zhu Development Co., Ltd. Giga Epitaxy Technology Corp. Shin-Etsu Opto Electronic Co., Ltd. Top Increasing Technology Co., Ltd. Opto Tech Corp. United Microelectronics Corp. Jih Sun Money Market fund Taishin 1699 Money Market fund TCB Taiwan Money Market Fund FSITC Taiwan Money Market fund Franklin Templeton Sinoam Money Market Fund Capital Money Market Union Money Market |
None. This company is the parent company of Nichia Taiwan Corp. None. None. None. None. None. Parent company None. None. None. None. None. None. None. None. |
Financial assets at fair value through profit or loss Financial assests at fair value through other comprehensive income 〞Financial assets at fair value through profit or loss Financial assests at fair value through other comprehensive income 〞Financial assets at fair value through profit or loss 〞〞〞〞〞〞〞〞〞 |
124,100 10,000 2,873,994 13,808,725 4,950,491 2,000,000 10,000,000 754,543 4,208,000 5,391,133 4,477,862 4,885,150 5,965,267 9,247,290 5,837,819 7,134,275 |
- $ 585,253 108,637 106,990 16,391 96,565 - 24,485 111,512 80,756 61,216 50,075 92,239 96,615 95,095 95,098 |
- 0.45 2.45 6.38 15.00 10.00 16.67 0.17 1.06 None None None None None None None |
- $ 585,253 108,637 106,990 16,391 96,565 - 24,485 111,512 80,756 61,216 50,075 92,239 96,615 95,095 95,098 |
Note None None None None None None None None None None None None None None None |
Note : The 124,000 shares of AXT, Inc. which are owned by the Company, are preferred stocks.
Opto Tech Corporation and subsidiaries
Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more
Nine months ended September 30, 2021
Table 3
Expressed in thousands of TWD
| Purchaser/seller | Counterparty | Relationship with the counterparty |
Transaction | Transaction | Differences in transaction terms compared to third party transactions |
Differences in transaction terms compared to third party transactions |
Notes/accounts | receivable(payable) | Remark | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases (sales) |
Amount | Percentage of total purchases (sales) |
Credit term | Unitprice | Credit term | Balance | Percentage of total notes/accounts receivable(payable) |
||||
| Opto Tech Corp. | Nichia Corp. | This company is the Company's parent company of enterprise group accounted for using |
Sales | 270,000) ($ |
(5.92%) | 45 days | Equivalent to general transaction |
- | 35,725 $ |
2.35% | None |
Opto Tech Corporation and subsidiaries
Table 4
Information on investees
Nine months ended September 30, 2021
Expressed in thousands of TWD
| Investor | Investee | Location | Main business activities | Initial investment amount | Initial investment amount | Shares held as | at September 30,2021 | at September 30,2021 | Net income (loss) of the investee |
Investment income (loss) recognised by investor |
Remark |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of September 30, 2021 |
Balance as of December 31, 2020 |
Number of shares | Ownership (%) |
Book value | |||||||
| Opto Tech Corp. Opto Tech Corp. Opto Tech Corp. Opto Tech Corp. Opto Tech Corp. Opto Tech Corp. Opto Tech Corp. Ho Chung Investment Co., Ltd. Dongzhen Asset Co., Ltd. CS Bright Corporation Bright Investment International Ltd |
Ho Chung Investment Co., Ltd. CS Bright Corporation Bright Investment International Ltd. Everyung Investment Ltd. Dongzhen Asset Co., Ltd. Opto System Technologies Inc. NEW SMART TECHNOLOGY CO., LTD. VML TECHNOLOGIES B.V. NEW SMART TECHNOLOGY CO., LTD. Bright Investment International Ltd. Everyung Investment Ltd. |
Taiwan Taiwan B.V. I. Samoa Taiwan Taiwan Taiwan Netherlands Taiwan B.V. I. Samoa |
Investment business Manufacture and Sales of Displays, SMD Lamps a nd other LED related products Investment business Investment business Investment business Manufacture and sales of lighting equipment Automatic control equipment engineering business Manufacture and Design of system products Automatic control equipment engineering business Investment business Investment business |
258,348 $ 50,170 171,332 42,343 400,000 1,000 14,000 37,436 56,000 - 168,421 |
258,348 $ 50,170 - 42,343 42,343 - - 37,436 - 171,332 168,421 |
1,298,800 4,993,562 5,100,000 5,000,000 40,000,000 100,000 1,000,000 6,000 4,000,000 - 5,000,000 |
100 99.87 100 50 100 100 5 25 20 100 50 |
23,159 $ 149,256 55,574 54,840 403,775 1,000 13,550 5,393 54,202 - 55,138 |
4,187 $ 67,227 13,008 26,025 3,808 - 33,064 1,122 33,064 13,008 26,025 |
598) ($ 1,562 8,551 13,012 3,808 - 450) ( 280 1,801) ( 4,457 13,012 |
Subsidiary of the Company Subsidiary of the Company (Note) Subsidiary of the Company Subsidiary of the Company Subsidiary of the Company Subsidiary of the Company Investment accounted for using equity method Investment accounted for using equity method Investment accounted for using equity method Indirect subsidairy Indirect subsidairy |
Note: The Board of Directors of the Company resolved to process liquidation through the company on September 10, 2020 . The liquidation was still in process.
Opto Tech Corporation and subsidiaries
Information on investments in Mainland China Nine months ended September 30, 2021
Table 5
Expressed in thousands of TWD
| Investee in Mainland China |
Main business activities |
Paid-in capital | Investment method (Note 1) |
Accumulated amount of remittance to Mainland China as of January 1, 2021 |
Amount remitted to Mainland China during the period |
Amount remitted back to Taiwan during the period |
Accumulated amount of remittance to Mainland China as of September 30,2021 |
Net income of investee for the nine months ended September 30,2021 |
Ownership held by the Company (direct or indirect) |
Investment income (loss) recognised by the Company for the nine months September 30, 2021 (Note 2) |
Book value of investments in Mainland China as of September 30,2021 |
Accumulated amount of investment income remitted back to Taiwan as of September 30, 2021 |
Remark |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Opto Plus Technology Co., Ltd. |
Manufacture and Sales of LED and Electronic products |
317,341 | (2) | 317,341 $ |
- $ |
- $ |
317,341 $ |
26,025 $ |
100% | 26,025 $ |
110,276 $ |
- $ |
Note 1: The investment methods are classified into three categories as follows:
(1) Directly investing in the investee company in Mainland China.
(2) Through investing in an existing company in the third area, which then invested in the investee company in Mainland China. (Opto Tech (Cayman) Co., Ltd. invests in Opto Tech (Suzhou) Co., Ltd. and Everyung Investment Ltd. invests in Opto Plus Technology Co., Ltd.)
- (3) Others.
Note 2: The investment income or loss was recognised by indirect weighted ownership based on the financial statements of these investees which were not reviewed by the independent auditors of the parent company for the corresponding periods.
Investments in Mainland China for the nine months ended September 30, 2021:
| Name of company | Accumulated amount of remittance from Taiwan to Mainland China as of September 30, 2021 |
Investment amount approved by the Investment Commission of the Ministry of Economic Affairs(MOEA) |
Ceiling on investments in Mainland China imposed by the Investment Commission of MOEA |
|---|---|---|---|
| Opto Tech Corp. | $ 317,341 | $ 317,849 | $ 5,573,822 |
Opto Tech Corporation and its subsidiaries Major shareholders information September 30, 2021
Table 6
Shares Name of major shareholders Number of share held Ownership (%) Nichia Taiwan Corp 88,811,822 20.24%
Description: If a company applies to Taiwan Depository & Clearning Corporation for the information of the table, the following can be explained in the notes of the table. (a) The major shareholders information was from the data that the Company issued common shares(including treasury shares) and preference shares in dematerialised form which were registered and held by the shareholders above 5% on the last operating date of each quarter and was calculated by Taiwan Depository & Clearing Corporation.The share capital which was recorded in the financial statements is different form the actual number of shares issued in dematerialised form because of the different calculation basis or the differences.
(b) If the aforementioned data contains shares which were kept at the trust by the shareholders, the data was disclosed as separate account of client which was set by the trustee. As for the shareholder who reports share equity as an insider whose shareholding ratio is greater than 10% in accordance with Securities and Exchange Act, the shareholding ratio includes the self-owned shares and trusted shares, at the same time, and persons who have power to decide how to allocate the trust assets. For the information of reported share equity of insider, please refer to Market Observation Post System.