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TXC — Interim / Quarterly Report 2020
Dec 25, 2020
52274_rns_2020-12-25_460b61a7-5555-4fe0-a6ad-1348aa46ff32.pdf
Interim / Quarterly Report
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TXC Corporation and Subsidiaries Consolidated Financial Statements for the Nine Months Ended September 30, 2020 and 2019
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TXC CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Note 6) Financial assets at fair value through profit or loss - current (Note 7) Financial assets at amortized cost - current (Note 9) Notes receivable (Note 10) Trade receivables (Note 10) Trade receivables from related parties (Notes 10 and 27) Other receivables Other receivables from related parties (Note 27) Current tax assets Inventories (Note 11) Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss - non-current (Note 7) Financial assets at fair value through other comprehensive income - non-current (Note 8) Financial assets measured at cost - non-current (Note 9) Investments accounted for using equity method (Note 13) Property, plant and equipment (Note 14) Right-of-use assets (Note 15) Investment properties (Note 16) Other intangible assets Deferred tax assets (Note 23) Prepayment for equipment Refundable deposits Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 17) Financial liabilities at fair value through profit or loss - current (Note 7) Contract liabilities (Notes 11 and 21) Trade payables Trade payables to related parties (Note 27) Other payables (Note 18) Other payables to related parties (Note 27) Current tax liabilities (Note 23) Lease liabilities - current (Note 15) Current portion of long-term borrowings (Note 17) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings (Note 17) Deferred tax liabilities (Note 23) Lease liabilities - non-current (Note 15) Net defined benefit liabilities - non-current (Note 19) Guarantee deposits received Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 20) Share capital Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Exchange differences on translating the financial statements of foreign operations Unrealized gain on financial assets at fair value through other comprehensive income Total other equity Total equity TOTAL |
September 30, 2020 (Reviewed) Amount % $ 1,875,416 12 872,514 6 209,437 1 57,262 - 3,372,466 21 22,458 - 73,242 1 1,259 - 8,438 - 2,749,872 17 262,203 2 9,504,567 60 9,255 - 308,485 2 410,873 3 475,836 3 4,606,060 29 91,745 1 52,649 - 34,450 - 38,651 - 274,099 2 4,997 - 14,269 - 6,321,369 40 $ 15,825,936 100 $ 616,770 4 3,037 - 466,984 3 1,939,142 12 2,244 - 777,060 5 1,346 - 67,571 - 2,440 - 315,725 2 33,763 - 4,226,082 26 2,400,920 15 128,176 1 1,284 - 65,740 1 51,212 - 2,647,332 17 6,873,414 43 3,097,570 20 1,668,989 10 1,480,696 10 524,372 3 2,845,585 18 4,850,653 31 (637,089) (4) (27,601) - (664,690) (4) 8,952,522 57 $ 15,825,936 100 |
December 31, 2019 (Audited) Amount % $ 1,986,235 15 758,940 6 73,083 - 107,142 1 2,778,155 21 4,038 - 40,587 - 79 - 8,176 - 2,039,498 15 149,103 1 7,945,036 59 9,255 - 422,422 3 86,983 1 447,290 4 4,054,149 30 96,162 1 54,565 1 27,816 - 39,349 - 169,470 1 5,345 - 10,928 - 5,423,734 41 $ 13,368,770 100 $ 63,485 1 3,963 - 68,024 1 1,659,086 12 78 - 724,671 5 2,850 - 48,135 - 3,087 - 209,860 2 13,280 - 2,796,519 21 1,637,635 12 123,400 1 2,949 - 74,031 1 36,485 - 1,874,500 14 4,671,019 35 3,097,570 23 1,666,690 13 1,413,518 10 254,907 2 2,789,438 21 4,457,863 33 (584,617) (4) 60,245 - (524,372) (4) 8,697,751 65 $ 13,368,770 100 |
September 30, 2019 (Reviewed) |
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|---|---|---|---|---|---|
| Amount % $ 2,020,106 15 518,892 4 370,668 3 61,352 - 2,707,288 21 6,519 - 149,644 1 1,167 - 12,626 - 1,963,426 15 136,883 1 7,948,571 60 9,255 - 370,755 3 - - 447,316 4 3,998,562 30 99,379 1 68,259 1 20,714 - 33,019 - 153,319 1 - - 13,808 - 5,214,386 40 $ 13,162,957 100 $ 62,080 1 15,611 - 22,151 - 1,570,404 12 355 - 615,189 5 1,196 - 37,315 - 3,081 - 217,280 2 39,898 - 2,584,560 20 1,835,845 14 120,185 1 3,686 - 60,080 - 33,307 - 2,053,103 15 4,637,663 35 3,097,570 24 1,666,460 13 1,413,518 11 254,907 2 2,551,936 19 4,220,361 32 (463,029) (4) 3,932 - (459,097) (4) 8,525,294 65 $ 13,162,957 100 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche review report dated November 9, 2020)
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TXC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share) (Reviewed, Not Audited)
| SALES (Note 21) COST OF GOODS SOLD (Note 22) GROSS PROFIT OPERATING EXPENSES (Note 22) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Interest income(Note 22) Other income (Note 22) Other gains and losses (Note 22) Finance costs (Note 22) Share of profit of associates and joint ventures (Note 13) Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 23) NET PROFIT FOR THE PERIOD |
For the Three Months Ended September 30 | For the Three Months Ended September 30 | For the Three Months Ended September 30 | **For the Nine Months ** | Ended September 30 | Ended September 30 | ||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||
| Amount % $ 3,139,820 100 (2,178,130) (69) 961,690 31 (133,631 ) (4 ) (124,211 ) (4 ) (201,555 ) (7 ) (33) - (459,430) (15) 502,260 16 5,108 - 26,387 1 (24,142 ) (1 ) (4,976 ) - 7,460 - 9,837 - 512,097 16 (93,540) (3) 418,557 13 |
Amount % $ 2,428,248 100 (1,831,141) (75) 597,107 25 (121,962 ) (5 ) (93,250 ) (4 ) (161,078 ) (7 ) - - (376,290) (16) 220,817 9 7,269 - 36,018 1 3,523 - (5,936 ) - 1,120 - 41,994 1 262,811 10 (28,453) (1) 234,358 9 |
Amount % $ 7,814,958 100 (5,457,592) (70) 2,357,366 30 (354,358 ) (5 ) (312,867 ) (4 ) (555,158 ) (7 ) (33) - (1,222,416) (16) 1,134,950 14 17,973 - 64,379 1 (11,595 ) - (14,303 ) - 30,846 - 87,300 1 1,222,250 15 (177,717) (2) 1,044,533 13 |
Amount % $ 5,996,489 100 (4,603,926) (77) 1,392,563 23 (326,268 ) (5 ) (246,661 ) (4 ) (407,968 ) (7 ) - - (980,897) (16) 411,666 7 19,706 1 78,298 1 9,054 - (17,719 ) - 9,284 - 98,623 2 510,289 9 (61,612) (1) 448,677 8 (Continued) |
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TXC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share) (Reviewed, Not Audited)
| OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Unrealized gain (loss) on investments in equity instruments at fair value through other comprehensive income Share of the other comprehensive income (loss) of associates and joint ventures accounted for using the equity method Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Share of the other comprehensive income (loss) of associates and joint ventures accounted for using the equity method Other comprehensive income (loss) for the period, net of income tax TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD EARNINGS PER SHARE (Note 24) From continuing operations Basic Diluted |
For the Three Months Ended September 30 | For the Three Months Ended September 30 | For the Three Months Ended September 30 | **For the Nine Months ** | Ended September 30 | Ended September 30 | ||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||
| Amount % $ - - 259 - 259 - 110,172 4 3,343 - 113,515 4 113,774 4 $ 532,331 17 $1.35 $1.35 |
Amount % $ 3,720 - 136 - 3,856 - (148,864 ) (6 ) (6,284) - (155,148) (6) (151,292) (6) $ 83,066 3 $0.76 $0.75 |
Amount % $ 34,478 1 326 - 34,804 1 (55,907 ) (1 ) 3,435 - (52,472) (1) (17,668) - $ 1,026,865 13 $3.37 $3.35 |
Amount % $ 47,075 1 (22) - 47,053 1 (99,270 ) (2 ) (3,836) - (103,106) (2) (56,053) (1) $ 392,624 7 $1.45 $1.44 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche review report dated November 9, 2020)
(Concluded)
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(In Thousands of New Taiwan Dollars) (Reviewed, Not Audited)
TXC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
| BALANCE AT JANUARY 1, 2019 Appropriation of 2018 earnings (Note 20) Legal reserve Special reserve Cash dividends distributed by the Company Net profit for the nine months ended September 30, 2019 Other comprehensive income (loss) for the nine months ended September 30, 2019, net of income tax Total comprehensive income (loss) for the nine months ended September 30, 2019 Disposal of investments in equity instruments designated as at fair value through other comprehensive income Surplus donated Changes in capital surplus from investment in associates and joint ventures accounted for using the equity method BALANCE AT SEPTEMBER 30, 2019 BALANCE AT JANUARY 1, 2020 Appropriation of 2019 earnings (Note 20) Legal reserve Special reserve Cash dividends distributed by the Company Net profit for the nine months ended September 30, 2020 Other comprehensive income (loss) for the nine months ended September 30, 2020, net of income tax Total comprehensive income (loss) for the nine months ended September 30, 2020 Disposal of investments in equity instruments designated as at fair value through other comprehensive income Surplus donated Changes in capital surplus from investment in associates and joint ventures accounted for using the equity method Other changes in capital surplus BALANCE AT SEPTEMBER 30, 2020 |
Equity Attributable to Owners of the Company | Equity Attributable to Owners of the Company | Other Equity Exchange Differences on Translating the Financial Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Statements of Comprehensive Foreign Operations Income $ (359,923) $ 105,017 - - - - - - - - (103,106) 47,140 (103,106) 47,140 - (148,225) - - - - $ (463,029) $ 3,932 $ (584,617) $ 60,245 - - - - - - - - (52,472) 34,866 (52,472) 34,866 - (122,086) - - - (626) - - $ (637,089) $ (27,601) |
Total Equity $ 8,750,840 - - (619,514) 448,677 (56,053) 392,624 - 1,387 (43) $ 8,525,294 $ 8,697,751 - - (774,393) 1,044,533 (17,668) 1,026,865 - (1) 1,219 1,081 $ 8,952,522 |
|---|---|---|---|---|
| Shares (In Thousands) Share Capital Capital Surplus 309,757 $ 3,097,570 $ 1,665,116 - - - - - - - - - - - - - - - - - - - - - - - 1,387 - - (43) 309,757 $ 3,097,570 $ 1,666,460 309,757 $ 3,097,570 $ 1,666,690 - - - - - - - - - - - - - - - - - - - - - - - (1) - - 1,219 - - 1,081 309,757 $ 3,097,570 $ 1,668,989 |
Retained Earnings Unappropriated Legal Reserve Special Reserve Earnings $ 1,349,083 $ 222,793 $ 2,671,184 64,435 - (64,435) - 32,114 (32,114) - - (619,514) - - 448,677 - - (87) - - 448,590 - - 148,225 - - - - - - $ 1,413,518 $ 254,907 $ 2,551,936 $ 1,413,518 $ 254,907 $ 2,789,438 67,178 - (67,178) - 269,465 (269,465) - - (774,393) - - 1,044,533 - - (62) - - 1,044,471 - - 122,086 - - - - - 626 - - - $ 1,480,696 $ 524,372 $ 2,845,585 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche review report dated November 9, 2020)
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TXC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars) (Reviewed, Not Audited)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit loss recognized on trade receivables Net gain on fair value changes of financial assets and liabilities at fair value through profit or loss Finance costs Interest income Dividend income Share of profit of associates and joint ventures Gain on disposal of property, plant and equipment Reversal of impairment losses recognized on property, plant and equipment Gain on disposal of subsidiaries Changes in operating assets and liabilities Notes receivable Trade receivables Trade receivables from related parties Other receivables Other receivables from related parties Inventories Other current assets Contract liabilities - current Trade payables Trade payables to related parties Other payables Other payables to related parties Other current liabilities Net defined benefit liabilities Cash generated from operations Interest paid Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets/liabilities at fair value through profit or loss Proceeds from sale of financial assets at fair value through profit or loss Purchase of financial assets at fair value through other comprehensive income |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
|
|---|---|---|---|
| 2020 $ 1,222,250 611,796 5,162 33 (16,937) 14,303 (17,973) (1,755) (30,846) (1,732) 977 (27,921) 49,880 (594,360) (18,420) (32,813) (1,180) (710,435) (113,100) 398,960 280,056 2,166 51,666 (1,504) 20,483 (8,291) 1,080,465 (13,549) (161,688) 905,228 (100,774) - (4,412) |
2019 $ 510,289 572,858 1,946 - (3,354) 17,719 (19,706) (2,385) (9,284) (10) (2,410) - 24,309 (76,193) 2,476 (38,108) (371) (146,398) (80,983) 22,151 243,582 258 51,755 (1,921) 18,132 (7,953) 1,076,399 (17,943) (68,843) 989,613 - 417,668 (27,108) (Continued) |
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TXC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars) (Reviewed, Not Audited)
| Proceeds from sale of financial assets at fair value through other comprehensive income Purchase of financial assets at amortized cost Proceeds from sale of financial assets at amortized cost Acquisition of associates Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Payments for intangible assets Payments for investment properties Increase in other non-current assets Increase in prepayments for equipment Interest received Dividend received Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Proceeds from long-term borrowings Repayments of long-term borrowings Proceeds of guarantee deposits received Repayment of the principal portion of lease liabilities Dividends paid to owners of the company Other changes in capital surplus Net cash generated from (used in) financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
|
|---|---|---|---|
| 2020 $ 160,211 (461,239) - (9,877) (1,187,363) 21,854 (12,068) (312) (2,993) (104,629) 18,131 18,625 (1,664,846) 553,736 966,105 (87,708) 14,727 (2,343) (774,393) 1,080 671,204 (22,405) (110,819) 1,986,235 $ 1,875,416 |
2019 $ 205,496 (370,668) 190,494 (67,083) (404,967) 2,143 (1,029) - (1,235) (66,145) 20,621 22,832 (78,981) 32,296 1,281,438 (846,875) 7,150 (2,114) (619,514) 1,387 (146,232) (49,696) 714,704 1,305,402 $ 2,020,106 |
The accompanying notes are an integral part of the consolidated financial statements.
(With Deloitte & Touche review report dated November 9, 2020)
(Concluded)
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TXC CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise) (Reviewed, Not Audited)
1. GENERAL INFORMATION
TXC Corporation (the “Company”) was incorporated in the Republic of China (ROC) on December 28, 1983.
TXC specializes in producing high quality quartz unite crystal, automotive crystal, crystal oscillator (CXO), and timing module (TM) as well as develops a variety of sensors by core technology to satisfy the market demand. Sensors are applied to various applications including mobile communication, wearable device, internet of things and vehicle electronics, etc.
TXC’s shares have been listed on the Taiwan Stock Exchange since August 26, 2002.
The consolidated financial statements are presented in the Company’s functional currency, the New Taiwan dollar.
In order to ensure investors’ rights and interests, the Company filed an application to Taiwan Corporate Governance Association for corporate governance assessment certification. The Company acquired CG6005 general version of corporate governance assessment and authentication and CG6008 advanced version of corporate governance assessment and authentication on March 23, 2011 and June 27, 2013, respectively. On the first “Corporate Governance Assessment and Authentication” which is jointly held by the “Taiwan Stock Exchange” and “Taipei Exchange”, the Company was listed as the top 20 percent of the listed companies in 2014 and awarded the top 5 percent of the listed companies from 2015 to 2017. The Company will continue to strengthen corporate governance functions in order to work with international standards and to protect public interests.
2. APPROVAL OF FINANCIAL STATEMENTS
The consolidated financial statements were approved by the Company’s board of directors on November 9, 2020.
3. APPLICATION OF NEW, AMEND AND REVISED STANDARDS, AND INTERPRETATIONS
- a. Initial application of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)
Except for the following, the initial application of the IFRSs endorsed and issued into effect by the FSC did not have material impact on the Group’s accounting policies:
- Amendments to IAS 1 and IAS 8 “Definition of Material”
The Group adopted the amendments starting from January 1, 2020. The threshold for materiality influencing users has been changed to “could reasonably be expected to influence” and, therefore, the disclosures in the consolidated financial report have been adjusted and immaterial information that may obscure material information has been deleted.
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b. New IFRSs in issue but not yet endorsed and issued into effect by the FSC
| New IFRSs “Annual Improvements to IFRS Standards 2018-2020” Amendments to IFRS 3 “Reference to the Conceptual Framework” 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” 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 Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” Amendments to IAS 16 “Property, Plant and Equipment - Proceeds before Intended Use” Amendments to IAS 37 “Onerous Contracts - Cost of Fulfilling a Contract” |
Effective Date Announced by IASB (Note 1) |
|---|---|
| January 1, 2022 (Note 2) January 1, 2022 (Note 3) Effective immediately upon promulgation by the IASB January 1, 2021 To be determined by IASB January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2022 (Note 4) January 1, 2022 (Note 5) |
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Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.
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Note 2: The amendments to IFRS 9 are applied prospectively to modifications and exchanges of financial liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 “Agriculture” are applied prospectively to the fair value measurements on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 “First-time Adoptions of IFRSs” are applied retrospectively for annual reporting periods beginning on or after January 1, 2022.
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Note 3: The amendments are applicable to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2022.
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Note 4 The amendments are applicable to property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.
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Note 5: The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.
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1) Amendments to IAS 1 “Classification of Liabilities as Current or Non-current”
The amendments clarify that for a liability to be classified as non-current, the Group shall assess whether it has the right at the end of the reporting period to defer settlement of the liability for at least twelve months after the reporting period. If such rights are in existence at the end of the reporting period, the liability is classified as non-current regardless of whether the Group will exercise that right. The amendments also clarify that, if the right to defer settlement is subject to compliance with specified conditions, the Group must comply with those conditions at the end of the reporting period even if the lender does not test compliance until a later date.
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The amendments stipulate that, for the purpose of liability classification, the aforementioned settlement refers to a transfer of cash, other economic resources or the Group’s own equity instruments to the counterparty that results in the extinguishment of the liability. However, if the terms of a liability that could, at the option of the counterparty, result in its settlement by a transfer of the Group’s own equity instruments, and if such option is recognized separately as equity in accordance with IAS 32: Financial Instruments: Presentation, the aforementioned terms would not affect the classification of the liability.
2) Annual Improvements to IFRS Standards 2018-2020
Several standards, including IFRS 9 “Financial Instruments”, were amended in the annual improvements. IFRS 9 requires to compare the discounted present value of the cash flows under the new terms, including any fees paid net of any fees received, with that of the cash flows under the original financial liability when there is an exchange or modification of debt instruments. The new terms and the original terms are substantially different if the difference between those discounted present values is at least 10 per cent. The amendments to IFRS 9 clarify that the only fees that should be included in the above assessment are those fees paid or received between the borrower and the lender.
- 3) Amendments to IAS 16 “Property, Plant and Equipment: Proceeds before Intended Use”
The amendments prohibit an entity from deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by management. The cost of those items is measured in accordance with IAS 2 “Inventories”. Any proceeds from selling those items and the cost of those items are recognized in profit or loss in accordance with applicable standards.
The amendments are applicable only to items of property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021. The Group will restate its comparative information when it initially applies the aforementioned amendments.
Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Group’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- a. Statement of compliance
These interim consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IAS 34 “Interim Financial Reporting” as endorsed and issued into effect by the FSC. Disclosure information included in these interim consolidated financial statements is less than the disclosure information required in a complete set of annual financial statements.
- b. Basis of preparation
The consolidated financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value.
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The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:
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1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
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2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
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3) Level 3 inputs are unobservable inputs for an asset or liability.
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c. Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company (i.e., its subsidiaries, including structured entities).
Income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated statement of profit or loss and other comprehensive income from the effective dates of acquisitions up to the effective dates of disposals, as appropriate.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Company.
All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the interests of the Group and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Company.
See Note 12 and Table 6 for detailed information on subsidiaries (including percentages of ownership and main businesses).
- d. Other significant accounting policies
Except for the following, please refer to the consolidated financial statements for the year ended December 31, 2019.
1) Retirement benefits
Pension cost for an interim period is calculated on a year-to-date basis by using the actuarially determined pension cost rate at the end of the prior financial year, adjusted for significant market fluctuations since that time and for significant plan amendments, settlements, or other significant one-off events.
- 2) Other long-term employee benefits
Other long-term employee benefits are accounted for in the same way as the accounting required for defined benefit plans except that remeasurement is recognized in profit or loss.
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3) Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax. Interim period income taxes are assessed on an annual basis and calculated by applying to an interim period’s pre-tax income the tax rate that would be applicable to expected total annual earnings.
5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Group’s accounting policies, management is required to make judgments, estimations, and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.
The Group considers the economic implications of the COVID-19 when making its critical accounting estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revisions affect only that period or in the period of the revisions and future periods if the revisions affect both current and future periods.
The same critical accounting judgments and key sources of estimation uncertainty of consolidated financial statements have been followed in these consolidated financial statements as were applied in the preparation of the consolidated financial statements for the year ended December 31, 2019.
6. CASH AND CASH EQUIVALENTS
| September 30, | September 30, | December 31, | December 31, | September 30, | September 30, | |
|---|---|---|---|---|---|---|
| 2020 | 2019 | 2019 | ||||
| Cash on hand |
$ | 1,146 |
$ | 1,199 |
$ | 1,267 |
| Checking accounts and demand deposits | 1,403,758 | 1,661,861 | 1,756,812 | |||
| Cash equivalents (investments with original | ||||||
| maturities of less than three months) | ||||||
| Time deposits | 470,512 | 323,175 | 222,027 | |||
| Repurchase agreements collateralized by bonds | - |
- |
40,000 | |||
| $ | 1,875,416 |
$ | 1,986,235 |
$ | 2,020,106 |
- 11 -
7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
| September 30, | September 30, | December 31, | December 31, | September | September | 30, | |
|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2019 | |||||
| Financial assets at FVTPL-current | |||||||
| Financial assets mandatorily classified as at | |||||||
| FVTPL | |||||||
| Derivative financial instruments (not under | |||||||
| hedge accounting) | |||||||
| Foreign exchange forward contracts and | |||||||
| exchange contracts (b) | $ | 1,713 |
$ | 3,762 |
$ | - | |
| Non-derivative financial assets | |||||||
| Mutual funds | 418,468 | 387,337 | 297,332 | ||||
| Hybrid financial assets | |||||||
| Structured deposits (a) | 452,333 |
367,841 |
221,560 | ||||
| 870,801 |
755,178 |
518,892 | |||||
| $ | 872,514 |
$ | 758,940 |
$ | 518,892 | ||
| Financial assets at FVTPL-non-current | |||||||
| Financial assets mandatorily classified as at | |||||||
| FVTPL | |||||||
| Non-derivative financial assets | |||||||
| Foreign unlisted shares | $ | 9,255 |
$ | 9,255 |
$ | 9,255 | |
| Financial liabilities at FVTPL-current | |||||||
| Financial liabilities mandatorily classified as at | |||||||
| FVTPL | |||||||
| Derivative financial instruments (not under | |||||||
| hedge accounting) | |||||||
| Foreign exchange forward contracts and | |||||||
| exchange contracts (b) | $ | 3,037 |
$ | 3,963 |
$ | 15,611 |
a. The structured time deposit contract includes an embedded derivative instrument which is not closely related to the host contract. The entire contract is assessed and classified mandatorily as at FVTPL since it contained a host that is an asset within the scope of IFRS 9.
-
12 -
-
b. At the end of the reporting period, foreign exchange contracts and exchange contracts not under hedge accounting were as follows:
| Contract Amount | |||
|---|---|---|---|
| Currency | Maturity Date |
(In Thousands) | |
| September 30, 2020 | |||
| Sell | USD/JPY | 2020.10.16-2020.10.30 | USD3,000/JPY316,490 |
| Exchange contracts | USD/NTD | 2020.10.19-2020.11.25 | USD5,000/NTD147,626 |
| Foreign exchange forward | USD/NTD | 2020.10.15-2020.11.26 | USD14,000/NTD412,760 |
| contracts | |||
| Sell | USD/RMB | 2020.10.28-2021.03.29 | USD13,000/RMB89,841 |
| December 31, 2019 | |||
| Sell | USD/RMB | 2019.10.09-2020.03.27 | USD12,000/RMB83,414 |
| Knock-out forward | USD/JPY | 2020.01.09 |
USD1,500/JPY163,525 |
| Knock-out forward | USD/RMB | 2020.01.09 |
RMB10,000/USD1,430 |
| Foreign exchange forward | USD/NTD | 2020.01.09-2020.01.17 | USD4,000/NTD122,500 |
| contracts | |||
| Exchange contracts | USD/NTD | 2020.01.13-2020.02.19 | USD11,000/NTD335,658 |
| September 30, 2019 | |||
| Sell | USD/RMB | 2019.10.09-2020.03.27 | USD12,000/RMB83,414 |
| Sell | USD/RMB | 2019.10.29-2019.11.27 | USD2,800/RMB35,644 |
| Sell | USD/JPY | 2019.10.04-2019.10.24 | USD1,500/JPY161,120 |
| Sell | USD/JPY | 2019.10.03-2019.10.07 | USD1,500/JPY159,925 |
| Exchange contracts | USD/NTD | 2019.10.25-2019.12.05 | USD13,000/NTD406,437 |
| Foreign exchange options | USD/NTD | 2019.10.03 |
USD4,000/NTD125,650 |
| Knock-out forward | USD/JPY | 2019.10.03-2019.10.23 | USD2,500/JPY269,150 |
| Knock-out forward | USD/NTD | 2019.10.03 |
USD1,000/NTD31,220 |
| Knock-out forward | RMB/USD | 2019.10.11-2019.11.08 | RMB25,000/USD3,538 |
| Knock-out forward | USD/JPY | 2019.10.17-2019.10.22 | USD1,000/JPY107,950 |
The Group entered into foreign exchange forward contracts during the nine months ended September 30, 2020 and 2019 to manage exposures due to exchange rate fluctuations of foreign currency denominated assets and liabilities. However, those contracts did not meet the criteria of hedge effectiveness and therefore were not accounted for using hedge accounting.
8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
| September 30, | December 31, | September 30, | ||
|---|---|---|---|---|
| 2020 | 2019 | 2019 | ||
| Non-current | ||||
| Investments | in equity instruments at FVTOCI | $ 308,485 |
$ 422,422 |
$ 370,755 |
- 13 -
Investments in Equity Instruments at FVTOCI
| September 30, | September 30, | December 31, | December 31, | September 30, | September 30, | |
|---|---|---|---|---|---|---|
| 2020 | 2019 | 2019 | ||||
| Non-current | ||||||
| Domestic investments | ||||||
| Unlisted shares and emerging market shares | ||||||
| Win Precision Technology Company | ||||||
| Limited | $ | 18,388 |
$ | 18,388 |
$ | 14,256 |
| Marson Technology Company Limited. | 4,773 | 4,773 | 4,773 | |||
| UPI Semiconductor Corp. | 45,202 |
45,202 |
61,198 | |||
| 68,363 |
68,363 |
80,227 | ||||
| Foreign investments | ||||||
| Listed shares | ||||||
| Guandong Failong Crystal Technology | ||||||
| Company Limited | - | 117,114 | 104,044 | |||
| Unlisted shares | ||||||
| Zhejiang Dongjing Bolante Photoelectric | ||||||
| Company Limited | 210,150 | 211,160 | 160,152 | |||
| Ningbo SJ Electronics Co., Ltd. | 25,661 | 25,785 | 26,332 | |||
| Investment QST LLC | 4,311 |
- |
- | |||
| 240,122 |
354,059 |
290,528 | ||||
| $ | 308,485 |
$ | 422,422 |
$ | 370,755 |
These investments in equity instruments are not held for trading. Instead, they are held for medium to long-term strategic purposes. Accordingly, the management elected to designate these investments in equity instruments as at FVTOCI as they believe that recognizing short-term fluctuations in these investments’ fair value in profit or loss would not be consistent with the Group’s strategy of holding these investments for long-term purposes.
In the nine months ended September 30, 2020 and the year of 2019, the Group sold its shares in Guandong Failong Crystal Technology Co., Ltd. in order to manage credit concentration risk. The shares sold had a fair value of $160,211 thousand and $205,496 thousand and its related unrealized gain of $122,086 thousand and $148,225 thousand was transferred from other equity to retained earnings.
9. FINANCIAL ASSETS AT AMORTIZED COST
| September 30, | September 30, | December 31, | December 31, | September 30, | September 30, | |
|---|---|---|---|---|---|---|
| 2020 | 2019 | 2019 | ||||
| Current | ||||||
| Domestic investments | ||||||
| Pledge deposits (a) | $ | 75,226 |
$ | 51,094 |
$ | 40,226 |
| Time deposits with original maturity of more | ||||||
| than three months (b) | 134,211 |
21,989 |
330,442 | |||
| $ | 209,437 |
$ | 73,083 |
$ | 370,668 | |
| (Continued) |
- 14 -
| September 30, | September 30, | December 31, | December 31, | September | September | 30, | |
|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2019 | |||||
| Non-current | |||||||
| Domestic investment | |||||||
| Time deposits with original maturities of more | |||||||
| than one year (b) |
$ 410,873 |
$ | 86,983 |
$ | - | ||
| (Concluded) |
-
a. Refer to Note 28 for information relating to investments in financial assets at amortized cost pledged as security.
-
b. The ranges of interest rates for time deposits with original maturities of more than 3 months were approximately 1.40%-3.40%, 2.12%-4.38% and 0.84%-4.38% per annum as of September 30, 2020, December 31, 2020 and September 30, 2019, respectively.
10. NOTES RECEIVABLE, TRADE RECEIVABLES AND OTHER RECEIVABLES
| September 30, | September 30, | December 31, | December 31, | September 30, | September 30, | |
|---|---|---|---|---|---|---|
| 2020 | 2019 | 2019 | ||||
| Notes receivable | ||||||
| Notes receivable - operating | $ | 57,268 |
$ | 107,148 |
$ | 61,358 |
| Less: Allowance for impairment loss | (6) |
(6) |
(6) | |||
| $ | 57,262 |
$ | 107,142 |
$ | 61,352 | |
| Trade receivables | ||||||
| At amortized cost | ||||||
| Gross carrying amount | $ | 3,408,415 |
$ | 2,795,602 |
$ | 2,727,287 |
| Less: Allowance for impairment loss | (13,491) |
(13,409) |
(13,480) | |||
| $ | 3,394,924 |
$ | 2,782,193 |
$ | 2,713,807 |
In order to minimize credit risk, the management of the Group has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Group reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate allowance is made for possible irrecoverable amounts. In this regard, the management believes the Group’s credit risk was significantly reduced.
The Group applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which permits the use of lifetime expected loss provision for all trade receivables. The expected credit losses on trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of economic conditions at the reporting date. As the Group’s historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished according to the Group’s different customer base.
- 15 -
The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. For trade receivables that have been written off, the Group continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.
The following table details the loss allowance of trade receivables based on the Group’s provision matrix.
September 30, 2020
| Not Past Due Gross carrying amount $ 3,297,374 Loss allowance (Lifetime ECL) (11,948) Amortized cost $ 3,285,426 December 31, 2019 Not Past Due Gross carrying amount $ 2,735,024 Loss allowance (Lifetime ECL) (11,753) Amortized cost $ 2,723,271 September 30, 2019 Not Past Due Gross carrying amount $ 2,770,438 Loss allowance (Lifetime ECL) (12,925) Amortized cost $ 2,757,513 |
1 to 90 Days $ 167,467 (1,507) $ 165,960 1 to 90 Days $ 163,988 (1,476) $ 162,512 1 to 90 Days $ 8,531 (77) $ 8,454 |
91 to 150 Days $ 842 (42) $ 800 91 to 150 Days $ 3,738 (186) $ 3,552 91 to 150 Days $ 9,676 (484) $ 9,192 |
151 to 180 Days $ - - $ - 151 to 180 Days $ - - $ - 151 to 180 Days $ - - $ - |
Over 180 Days $ - - $ - Over 180 Days $ - - $ - Over 180 Days $ - - $ - |
Total $ 3,465,683 (13,497) $ 3,452,186 Total $ 2,902,750 (13,415) $ 2,889,335 Total $ 2,788,645 (13,486) $ 2,775,159 |
|---|---|---|---|---|---|
The expected credit loss rate for each above range of the Group is not more than 1% within and within 90 days of the overdue period; 5% or less within the overdue period from 91 to 180 days; and 5%-100% when the overdue period exceeds 180 days.
The movements of the loss allowance of trade receivables were as follows:
| Balance at January 1 Add: Net remeasurement of loss allowance Foreign exchange gains and losses Balance at September 30 |
September | 30 | |
|---|---|---|---|
| 2020 $ 13,415 33 49 $ 13,497 |
2019 $ 13,554 - (68) $ 13,486 |
- 16 -
11. INVENTORIES
| September 30, | September 30, | December 31, | December 31, | September 30, | September 30, | |
|---|---|---|---|---|---|---|
| 2020 | 2019 | 2019 | ||||
| Finished goods | $ | 273,446 |
$ | 279,332 |
$ | 289,076 |
| Work in process | 356,441 | 311,538 | 297,817 | |||
| Raw materials | 566,826 | 387,027 | 381,818 | |||
| Supplies and spare parts | 105,284 | 84,580 | 85,103 | |||
| Merchandise | 399,928 | 219,763 | 263,787 | |||
| Land for development construction in progress | 1,047,947 |
757,258 |
645,825 | |||
| $ | 2,749,872 |
$ | 2,039,498 |
$ | 1,963,426 |
The construction in progress is the payment made by Chongqing All Sum to acquire the land use right in Chongqing Gao-Shing District to develop and sell real estate in 2012. Chongqing All Sum has acquired real estate certificate issued by Chongqing Association of land and real estate resources during 2013.
The cost of inventories recognized as cost of goods sold for the three and the nine months ended September 30, 2020 and 2019 included $2,178,130 thousand, $1,831,141 thousand, $5,457,592 thousand and $4,603,926 thousand, respectively.
The details of the land for development site are as follows:
| Area Jinfeng Group C Division Area Jinfeng Group C Division Area Jinfeng Group C Division |
September 30, 2020 | September 30, 2020 | ||
|---|---|---|---|---|
| Prepaid Land Rights $ 193,271 |
Project Cost Total $ 854,676 $ 1,047,947 December 31, 2019 |
Contract Liabilities - Current $ 466,984 |
||
| Prepaid Land Rights $ 194,159 |
Project Cost Total $ 563,099 $ 757,258 September 30, 2019 |
Contract Liabilities - Current $ 68,024 |
||
| Prepaid Land Rights $ 196,871 |
Project Cost $ 448,954 |
Total $ 645,825 |
Contract Liabilities - Current $ 22,151 |
- 17 -
12. SUBSIDIARIES
Subsidiaries Included in the Consolidated Financial Statements
The detail information of the subsidiaries at the end of reporting period was as follows:
| Investor Investee Nature of Activities TXC Corporation Taiwan Crystal Technology International Limited Investment holding TXC Technology, Inc. Marketing activities TXC Japan Corporation Marketing activities Taiwan Crystal Technology (HK) Limited Investment holding TXC Europe GmbH Marketing activities Taiwan Crystal Technology Growing Profits Trading Ltd. International trading International Limited TXC (Ningbo) Corporation Manufacture and sales of electronic products TXC (Ningbo) Corporation TXC (Chongqing) Corporation Manufacture and sales of electronic products Chongqing All Sun Company Limited Marketing activities Ningbo Jingyu Company Limited Purchasing and selling electronic component Ningbo Meishan Bonded Port Area Dingkai Investment Management (Ding Kai Investment) Investment Management |
Proportion of Ownership September 30, 2020 December 31, 2019 September 30, 2019 Remark 100 100 100 a, l 100 100 100 b, l 100 100 100 c, l 100 100 100 f, l 100 100 100 k, l - 100 100 d, l 100 100 100 e, l 100 100 100 g, l 100 100 100 h, l 100 100 100 i, l 100 100 100 j, l |
|---|---|
-
a. Taiwan Crystal Technology International Limited was incorporated on December 23, 1998 in Samoa.
-
b. TXC Technology, Inc. was incorporated on December 1, 2000 in California, U.S.A.
-
c. TXC Japan Corporation was incorporated on September 13, 2005 in Yokohama, Japan.
-
d. Growing Profits Limited was incorporated on March 9, 1999 in the British Virgin Islands. The liquidation were approved by the Board of Directors on December 25, 2019, and the liquidation procedures were completed on May 22, 2020. The Group recognized a disposal gain of NT$27,921 thousand in 2020.
-
e. TXC (Ningbo) Corporation was incorporated on March 12, 1999 in Ningbo, China.
-
f. Taiwan Crystal Technology (HK) Limited was incorporated on July 6, 2010 in Hong Kong Special Administrative Region, China.
-
g. TXC (Chongqing) Corporation was incorporated on October 11, 2010 in Chongqing, China.
-
h. Chongqing All Sun Corporation was incorporated on February 14, 2011 in Chongqing, China.
-
i. Ningbo Jingyu Company Limited was incorporated on September 7, 2011 in Ningbo, China.
-
j. Ningbo Meishan Bonded Port Area Dingkai Investment Management Co., Ltd. was incorporated on May 12, 2017 in Beilun District, Ningbo, China.
-
k. TXC Europe GmbH was founded in Germany on August 17, 2018.
-
l. Except for the financial statements for the nine months ended September 30, 2020 of TXC (Ningbo) Corporation and TXC (Chongqing) Corporation, all company are immaterial subsidiaries, their financial statements have not been reviewed.
-
18 -
13. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
| September 30, 2020 December 31, 2019 September 30, 2019 Investments in associates and joint venture $ 475,836 $ 447,290 $ 447,316 a. Investment in associates September 30, 2020 December 31, 2019 September 30, 2019 Associates that are not individually material $ 426,825 $ 391,844 $ 391,308 For the Three Months Ended September 30 For the Nine Months Ended September 30 2020 2019 2020 2019 The Group’s share of: Profit from continuing operations $ 9,058 $ 5,549 $ 36,994 $ 11,190 Other comprehensive income (loss) 3,602 (6,148) 3,761 (3,858) Total comprehensive income for the period $ 12,660 $ (599) $ 40,755 $ 7,332 |
September 30, 2020 December 31, 2019 September 30, 2019 Investments in associates and joint venture $ 475,836 $ 447,290 $ 447,316 a. Investment in associates September 30, 2020 December 31, 2019 September 30, 2019 Associates that are not individually material $ 426,825 $ 391,844 $ 391,308 For the Three Months Ended September 30 For the Nine Months Ended September 30 2020 2019 2020 2019 The Group’s share of: Profit from continuing operations $ 9,058 $ 5,549 $ 36,994 $ 11,190 Other comprehensive income (loss) 3,602 (6,148) 3,761 (3,858) Total comprehensive income for the period $ 12,660 $ (599) $ 40,755 $ 7,332 |
September 30, 2020 December 31, 2019 September 30, 2019 Investments in associates and joint venture $ 475,836 $ 447,290 $ 447,316 a. Investment in associates September 30, 2020 December 31, 2019 September 30, 2019 Associates that are not individually material $ 426,825 $ 391,844 $ 391,308 For the Three Months Ended September 30 For the Nine Months Ended September 30 2020 2019 2020 2019 The Group’s share of: Profit from continuing operations $ 9,058 $ 5,549 $ 36,994 $ 11,190 Other comprehensive income (loss) 3,602 (6,148) 3,761 (3,858) Total comprehensive income for the period $ 12,660 $ (599) $ 40,755 $ 7,332 |
September 30, 2020 December 31, 2019 September 30, 2019 Investments in associates and joint venture $ 475,836 $ 447,290 $ 447,316 a. Investment in associates September 30, 2020 December 31, 2019 September 30, 2019 Associates that are not individually material $ 426,825 $ 391,844 $ 391,308 For the Three Months Ended September 30 For the Nine Months Ended September 30 2020 2019 2020 2019 The Group’s share of: Profit from continuing operations $ 9,058 $ 5,549 $ 36,994 $ 11,190 Other comprehensive income (loss) 3,602 (6,148) 3,761 (3,858) Total comprehensive income for the period $ 12,660 $ (599) $ 40,755 $ 7,332 |
|---|---|---|---|
| 2020 2019 $ 36,994 $ 11,190 3,761 (3,858) $ 40,755 $ 7,332 |
Refer to Table 6 “name, locations, and related information of investees on which the Company exercises significant influence” for the nature of activities, principal place of business and country of incorporation of the associates.
In 2020 and 2019, the Group subscribed 256 thousand and 1,266 thousand ordinary shares of Tai-Shing for cash which amount to $9,877 thousand and $67,083 thousand, respectively; after the subscription, the Group’s percentage of ownership in Tai-Shing was 31.95% and 30.98%, respectively. The Group recognized goodwill of $3,698 thousand and $33,970 thousand as cost of investments in associates.
- b. Investment joint venture
| September 30, 2020 December 31, 2019 September 30, 2019 Joint ventures that are not individually material $ 49,011 $ 55,446 $ 56,008 For the Three Months Ended September 30 For the Nine Months Ended September 30 2020 2019 2020 2019 The Group’s share of: Profit from continuing operations $ (1,598) $ (4,429) $ (6,148) $ (1,906) Total comprehensive income for the period $ (1,598) $ (4,429) $ (6,148) $ (1,906) |
September 30, 2020 December 31, 2019 September 30, 2019 Joint ventures that are not individually material $ 49,011 $ 55,446 $ 56,008 For the Three Months Ended September 30 For the Nine Months Ended September 30 2020 2019 2020 2019 The Group’s share of: Profit from continuing operations $ (1,598) $ (4,429) $ (6,148) $ (1,906) Total comprehensive income for the period $ (1,598) $ (4,429) $ (6,148) $ (1,906) |
September 30, 2020 December 31, 2019 September 30, 2019 Joint ventures that are not individually material $ 49,011 $ 55,446 $ 56,008 For the Three Months Ended September 30 For the Nine Months Ended September 30 2020 2019 2020 2019 The Group’s share of: Profit from continuing operations $ (1,598) $ (4,429) $ (6,148) $ (1,906) Total comprehensive income for the period $ (1,598) $ (4,429) $ (6,148) $ (1,906) |
September 30, 2020 December 31, 2019 September 30, 2019 Joint ventures that are not individually material $ 49,011 $ 55,446 $ 56,008 For the Three Months Ended September 30 For the Nine Months Ended September 30 2020 2019 2020 2019 The Group’s share of: Profit from continuing operations $ (1,598) $ (4,429) $ (6,148) $ (1,906) Total comprehensive income for the period $ (1,598) $ (4,429) $ (6,148) $ (1,906) |
September 30, 2020 December 31, 2019 September 30, 2019 Joint ventures that are not individually material $ 49,011 $ 55,446 $ 56,008 For the Three Months Ended September 30 For the Nine Months Ended September 30 2020 2019 2020 2019 The Group’s share of: Profit from continuing operations $ (1,598) $ (4,429) $ (6,148) $ (1,906) Total comprehensive income for the period $ (1,598) $ (4,429) $ (6,148) $ (1,906) |
|---|---|---|---|---|
| 2020 $ (6,148) $ (6,148) |
2019 $ (1,906) $ (1,906) |
- 19 -
Refer to Table 6“name, locations, and related information of investees on which the Company exercises significant influence” and Table 7 “information on investment in mainland China” for the nature of activities, principal place of business and country of incorporation of the joint venture.
Except for investments of Godsmith Sensor Inc. and Ningbo Longying Semiconductor Co., Ltd., which were accounted for using the equity method and the share of profit or loss and other comprehensive income of those investments were calculated based on financial statements which have been reviewed. Management believes there is no material impact on the equity method of accounting or the calculation of the share of profit or loss and other comprehensive income from the financial statements of Godsmith Sensor Inc. and Ningbo Longying Semiconductor Co., Ltd. which have not been reviewed.
14. PROPERTY, PLANT AND EQUIPMENT
Cost Balance at January 1, 2019 Additions Disposals Transfer to investment property Transfers from investment properties Reclassification Effect of foreign currency exchange differences Balance at September 30, 2019 Accumulated depreciation and impairment Balance at January 1, 2019 Disposals Depreciation expenses Impairment losses reversed Transfer to investment property Transfers from investment properties Reclassification Effect of foreign currency exchange differences Balance at September 30, 2019 Carrying amounts at September 30, 2019 Carrying value at January 1, 2020 and December 31,2019 Cost Balance at January 1, 2020 Additions Disposals Transfer to investment property Reclassification Effect of foreign currency exchange differences Balance at September 30, 2020 Accumulated depreciation and impairment Balance at January 1, 2020 Disposals Depreciation expenses Impairment losses reversed Transfer to investment property Effect of foreign currency exchange differences Balance at September 30, 2020 Carrying value at September 30, 2020 |
Freehold Land $ 598,145 - (1,038 ) (5,135 ) - - - $ 591,972 $ - - - - - - - - $ - $ 591,972 $ 591,972 $ 591,972 - - - - - $ 591,972 $ - - - - - - $ - $ 591,972 |
Land Improvements $ 1,315 - - - - - - $ 1,315 $ 463 - 141 - - - - - $ 604 $ 711 $ 943 $ 1,599 - - - - - $ 1,599 $ 656 - 183 - - - $ 839 $ 760 |
Buildings Machinery and Equipment Transportation Equipment $ 2,211,412 $ 7,233,843 $ 17,099 111,543 257,164 1,683 (4,040 ) (9,968 ) (1,836 ) (26,409 ) - - 244,585 - - - (1,417 ) - (19,587) (87,312) (298) $ 2,517,504 $ 7,392,310 $ 16,648 $ 973,376 $ 5,032,029 $ 13,013 (4,040 ) (8,984 ) (1,836 ) 87,026 445,891 1,621 - (2,410 ) - (5,526 ) - - 141,237 - - - (997 ) - (7,966) (61,105) (229) $ 1,184,107 $ 5,404,424 $ 12,569 $ 1,333,397 $ 1,987,886 $ 4,079 $ 1,301,831 $ 1,964,305 $ 3,381 $ 2,520,068 $ 7,446,580 $ 15,268 11,870 1,125,529 4,335 (3,250 ) (269,624 ) (414 ) (2,014 ) - - 31,926 89,408 1,040 (4,549) (18,459) (48) $ 2,554,051 $ 8,373,434 $ 20,181 $ 1,218,237 $ 5,482,275 $ 11,887 (3,250 ) (249,695 ) (414 ) 96,127 483,416 1,523 - 977 - (937 ) - - (1,791) (13,708) (50) $ 1,308,386 $ 5,703,265 $ 12,946 $ 1,245,665 $ 2,670,169 $ 7,235 |
Office Equipment Property under Construction $ 266,923 $ - 26,738 7,839 (10,215 ) - - - - - 1,417 - (3,363) (212) $ 281,500 $ 7,627 $ 199,134 $ - (10,104 ) - 20,609 - - - - - - - 997 - (2,026) - $ 208,610 $ - $ 72,890 $ 7,627 $ 159,521 $ 32,196 $ 371,500 $ 32,196 43,440 2,189 (5,014 ) - - - (90,448 ) (31,926 ) (1,764) (262) $ 317,714 $ 2,197 $ 211,979 $ - (4,821 ) - 23,398 - - - - - (904) - $ 229,652 $ - $ 88,062 $ 2,197 |
Total $ 10,328,737 404,967 (27,097 ) (31,544 ) 244,585 - (110,772) $ 10,808,876 $ 6,218,015 (24,964 ) 555,288 (2,410 ) (5,526 ) 141,237 - (71,326) $ 6,810,314 $ 3,998,562 $ 4,054,149 $ 10,979,183 1,187,363 (278,302 ) (2,014 ) - (25,082) $ 11,861,148 $ 6,925,034 (258,180 ) 604,647 977 (937 ) (16,453) $ 7,255,088 $ 4,606,060 |
|---|---|---|---|---|---|
- 20 -
The above items of property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives as follows:
Land improvements 6 years Buildings Industrial building 35-61 years Electrical power systems 4-10 years Engineering systems 1-17 years Equipment Major production equipments 1-5 years Temperature control systems 4-7 years Transportation equipments 4-7 years Transportation equipments 3-8 years Office equipment 2-6 years
Property, plant and equipment pledged as collateral for bank borrowings is set out in Note 28.
15. LEASE ARRANGEMENTS
- a. Right-of-use assets
| Carrying amounts Land use right Buildings Transportation equipment Additions to right-of-use assets Depreciation charge for right-of-use assets Land use right Buildings Transportation equipment |
September 30, 2020 December 31, 2019 September 30, 2019 $ 88,041 $ 90,138 $ 92,619 1,983 3,967 4,628 1,721 2,057 2,132 $ 91,745 $ 96,162 $ 99,379 For the Three Months Ended September 30 For the Nine Months Ended September 30 2020 2019 2020 2019 $ - $ 7,533 $ 553 $ 570 $ 1,659 $ 1,756 661 661 1,983 1,991 112 112 337 112 $ 1,326 $ 1,343 $ 3,979 $ 3,859 |
September 30, 2020 December 31, 2019 September 30, 2019 $ 88,041 $ 90,138 $ 92,619 1,983 3,967 4,628 1,721 2,057 2,132 $ 91,745 $ 96,162 $ 99,379 For the Three Months Ended September 30 For the Nine Months Ended September 30 2020 2019 2020 2019 $ - $ 7,533 $ 553 $ 570 $ 1,659 $ 1,756 661 661 1,983 1,991 112 112 337 112 $ 1,326 $ 1,343 $ 3,979 $ 3,859 |
September 30, 2020 December 31, 2019 September 30, 2019 $ 88,041 $ 90,138 $ 92,619 1,983 3,967 4,628 1,721 2,057 2,132 $ 91,745 $ 96,162 $ 99,379 For the Three Months Ended September 30 For the Nine Months Ended September 30 2020 2019 2020 2019 $ - $ 7,533 $ 553 $ 570 $ 1,659 $ 1,756 661 661 1,983 1,991 112 112 337 112 $ 1,326 $ 1,343 $ 3,979 $ 3,859 |
September 30, 2020 December 31, 2019 September 30, 2019 $ 88,041 $ 90,138 $ 92,619 1,983 3,967 4,628 1,721 2,057 2,132 $ 91,745 $ 96,162 $ 99,379 For the Three Months Ended September 30 For the Nine Months Ended September 30 2020 2019 2020 2019 $ - $ 7,533 $ 553 $ 570 $ 1,659 $ 1,756 661 661 1,983 1,991 112 112 337 112 $ 1,326 $ 1,343 $ 3,979 $ 3,859 |
September 30, 2020 December 31, 2019 September 30, 2019 $ 88,041 $ 90,138 $ 92,619 1,983 3,967 4,628 1,721 2,057 2,132 $ 91,745 $ 96,162 $ 99,379 For the Three Months Ended September 30 For the Nine Months Ended September 30 2020 2019 2020 2019 $ - $ 7,533 $ 553 $ 570 $ 1,659 $ 1,756 661 661 1,983 1,991 112 112 337 112 $ 1,326 $ 1,343 $ 3,979 $ 3,859 |
September 30, 2020 December 31, 2019 September 30, 2019 $ 88,041 $ 90,138 $ 92,619 1,983 3,967 4,628 1,721 2,057 2,132 $ 91,745 $ 96,162 $ 99,379 For the Three Months Ended September 30 For the Nine Months Ended September 30 2020 2019 2020 2019 $ - $ 7,533 $ 553 $ 570 $ 1,659 $ 1,756 661 661 1,983 1,991 112 112 337 112 $ 1,326 $ 1,343 $ 3,979 $ 3,859 |
|---|---|---|---|---|---|---|
| 2020 $ 553 661 112 $ 1,326 |
2020 $ - $ 1,659 1,983 337 $ 3,979 |
2019 $ 7,533 $ 1,756 1,991 112 $ 3,859 |
Except for the aforementioned addition and recognized depreciation, the Group did not have significant sublease or impairment of right-of-use assets during the nine months ended September 30, 2020 and 2019.
- 21 -
b. Lease liabilities
| September 30, | September 30, | December 31, | December 31, | September 30, | September 30, | |
|---|---|---|---|---|---|---|
| 2020 | 2019 | 2019 | ||||
| Carrying amounts | ||||||
| Current | $ | 2,440 |
$ | 3,087 |
$ | 3,081 |
| Non-current | 1,284 | 2,949 | 3,686 | |||
| $ | 3,724 |
$ | 6,036 |
$ | 6,767 |
|
| Range of discount rate for lease liabilities was as follows: | ||||||
| September 30, | December 31, | September 30, | ||||
| 2020 | 2019 | 2019 | ||||
| Buildings | 0.86% | 0.86% | 0.86%-1.15% | |||
| Transportation equipment | 0.86% | 0.86% | 0.86% |
c. Material lease-in activities and terms
The Group leases certain warehouse in trade zone with lease terms of 3 years. The Group does not have a bargain purchase option to acquire the leased warehouse at the expiry of the lease periods.
The Group also leases land in china for manufacturing in product with lease terms of 50 years. All of the lease payments had been paid at the inception of the lease agreement. The Group has an extension right at the end of the lease terms. The Group does not have a bargain purchase option to acquire the leased land at the end of the lease terms.
d. Other lease information
| Expenses relating to short-term leases Total cash outflow for leases |
For the Three Months Ended September 30 2020 2019 $ 49 $ - $ (830) $ - |
For the Three Months Ended September 30 2020 2019 $ 49 $ - $ (830) $ - |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
|---|---|---|---|---|---|
| 2020 $ 49 $ (830) |
2020 $ 138 $ (2,481) |
2019 $ 44 $ (1,374) |
The Group leases certain building which qualify as short-term leases which qualify as short-term leases. The Group has elected to apply the recognition exemption and thus, did not recognize right-of-use assets and lease liabilities for these leases.
16. INVESTMENT PROPERTIES
| September 30, | December 31, | September 30, | ||
|---|---|---|---|---|
| 2020 | 2019 | 2019 | ||
| Completed | investment properties | $ 52,649 | $ 54,565 | $ 68,259 |
- 22 -
| Completed | Completed | |
|---|---|---|
| Investment | ||
Properties |
||
| Cost | ||
| Balance at January 1, 2019 | $ | 340,953 |
| Disposals | (11,416) | |
| Transferred from property, plant and equipment | 31,544 | |
| Transfers to property, plant and equipment | (244,585) | |
| Effect of foreign currency exchange differences | (1,577) | |
| Balance at September 30, 2019 | $ | 114,919 |
| Accumulated depreciation and impairment | ||
| Balance at January 1, 2019 | $ | (180,865) |
| Depreciation expenses | (13,711) | |
| Disposals | 11,416 | |
| Transferred from property, plant and equipment | (5,526) | |
| Transfers to property, plant and equipment | 141,237 | |
| Effect of foreign currency exchange differences | 789 | |
| Balance at September 30, 2019 | $ | (46,660) |
| Net Balance at September 30, 2019 | $ | 68,259 |
| Cost | ||
| Balance at January 1, 2020 | $ | 92,455 |
| Additions | 312 | |
| Transferred from property, plant and equipment | 2,014 | |
| Effect of foreign currency exchange differences | (266) | |
| Balance at September 30, 2020 | $ | 94,515 |
| Accumulated depreciation and impairment | ||
| Balance at January 1, 2020 | $ | (37,890) |
| Transferred from property, plant and equipment | (937) | |
| Depreciation expenses | (3,170) | |
| Effect of foreign currency exchange differences | 131 | |
| Balance at September 30, 2020 | $ | (41,866) |
| Carrying amounts at September 30, 2020 | $ | 52,649 |
The investment properties held by the Group are depreciated using the straight-line method over their useful lives of 5-61 years.
- 23 -
The fair value of the Group’s investment properties as of September 30, 2020, December 31, 2019 and September 30, 2019 was $197,133 thousand, $197,284 thousand and $531,228 thousand, respectively. The determination of fair value wasn’t performed by independent qualified professional valuers; however, the management of the Group used the valuation model that market participants would use in determining the fair value. The valuation was arrived at by reference to market evidence of transaction prices for similar properties.
All of the Group’s investment properties were held under freehold interests. The investment properties pledged as collateral for bank borrowing are set out in Note 28.
17. BORROWINGS
a. Short-term borrowings
| September 30, | December 31, | December 31, | September | September | 30, | |
|---|---|---|---|---|---|---|
| 2020 | 2019 | 2019 | ||||
| Unsecured borrowings | ||||||
| Bank loans | $ 586,322 |
$ | 59,960 |
$ | 62,080 | |
| Letters of credit | 30,448 |
3,525 |
- | |||
| $ 616,770 |
$ | 63,485 |
$ | 62,080 |
The interest rate on the letters of credit were 3.45%, 1.10% and 3.5% per annum as of September 30, 2020, December 31, 2019 and September 30, 2019, respectively.
- b. Long-term borrowings
| September 30, | September 30, | December 31, | December 31, | September 30, | September 30, | |
|---|---|---|---|---|---|---|
| 2020 | 2019 | 2019 | ||||
| Secured borrowings (Note 28) | ||||||
| Bank loans | $ | 279,267 |
$ | 237,635 |
$ | 185,845 |
| Less: Current portions | (279,267) |
- |
- | |||
| - | 237,635 | 185,845 | ||||
| Unsecured borrowings | ||||||
| Bank loans | 2,437,378 | 1,609,860 | 1,867,280 | |||
| Less: Current portions | (36,458) |
(209,860) |
(217,280) | |||
| Long-term borrowings | $ | 2,400,920 |
$ | 1,637,635 |
$ | 1,835,845 |
- 24 -
The borrowings of the Group were as follows:
| Maturity | September 30, | September 30, | December 31, | December 31, | September 30, | September 30, | |
|---|---|---|---|---|---|---|---|
| Date | 2020 | 2019 | 2019 | ||||
| Floating rate borrowings | |||||||
| Secured bank borrowing denominated in RMB | 2021.09.04 | $ | 279,267 |
$ | 237,635 |
$ | 185,845 |
| Unsecured bank borrowing denominated in NT$ | 2021.01.25 | - | - | 150,000 | |||
| Unsecured bank borrowing denominated in NT$ | 2020.09.06 | - | - | - | |||
| Unsecured bank borrowing denominated in NT$ | 2021.09.02 | - | - | 100,000 | |||
| Unsecured bank borrowing denominated in NT$ | 2024.09.02 | - | - | 100,000 | |||
| Unsecured bank borrowing denominated in NT$ | 2020.09.06 | - | - | - | |||
| Unsecured bank borrowing denominated in NT$ | 2021.02.25 | - | - | 200,000 | |||
| Unsecured bank borrowing denominated in NT$ | 2025.01.03 | - | - | - | |||
| Unsecured bank borrowing denominated in NT$ | 2025.04.01 | - | - | - | |||
| Unsecured bank borrowing denominated in NT$ | 2025.04.15 | - | - | - | |||
| Unsecured bank borrowing denominated in NT$ | 2025.01.03 | - | - | - | |||
| Unsecured bank borrowing denominated in US$ | 2022.02.26 | 58,252 | 59,960 | 62,080 | |||
| Unsecured bank borrowing denominated in US$ | 2022.05.28 | 29,126 | 59,960 | 62,080 | |||
| Unsecured bank borrowing denominated in US$ | 2020.09.01 | - | 89,940 | 93,120 | |||
| Unsecured bank borrowing denominated in NT$ | 2021.08.12 | - | 200,000 | 200,000 | |||
| Unsecured bank borrowing denominated in NT$ | 2024.09.15 | 300,000 | 300,000 | 300,000 | |||
| Unsecured bank borrowing denominated in NT$ | 2024.09.15 | 100,000 | 100,000 | - | |||
| Unsecured bank borrowing denominated in NT$ | 2022.09.05 | - | 200,000 | 200,000 | |||
| Unsecured bank borrowing denominated in NT$ | 2022.08.19 | 200,000 | 200,000 | 200,000 | |||
| Unsecured bank borrowing denominated in NT$ | 2022.09.02 | - | 200,000 | 200,000 | |||
| Unsecured bank borrowing denominated in NT$ | 2021.11.04 | 100,000 | 200,000 | - | |||
| Unsecured bank borrowing denominated in NT$ | 2022.08.19 | 100,000 | - | - | |||
| Unsecured bank borrowing denominated in NT$ | 2024.09.15 | 200,000 | - | - | |||
| Unsecured bank borrowing denominated in NT$ | 2025.01.03 | 100,000 | - | - | |||
| Unsecured bank borrowing denominated in NT$ | 2025.01.03 | 150,000 | - | - | |||
| Unsecured bank borrowing denominated in NT$ | 2022.04.13 | 400,000 | - | - | |||
| Unsecured bank borrowing denominated in NT$ | 2025.04.01 | 300,000 | - | - | |||
| Unsecured bank borrowing denominated in NT$ | 2022.08.19 | 200,000 | - | - | |||
| Unsecured bank borrowing denominated in NT$ | 2025.04.15 | 200,000 | - | - | |||
| Less: Current portion | (315,725) |
(209,860) |
(217,280) | ||||
$ |
2,400,920 |
$ | 1,637,635 |
$ | 1,835,845 |
The weighted average effective interest rate of the bank borrowings at September 30, 2020, December 31, 2019 and September 30, 2019 was 0.10%-6.18% per annum, 0.40%-6.18% per annum and 0.4%-6.18% per annum, respectively.
18. OTHER LIABILITIES
| September 30, | September 30, | December 31, | December 31, | September 30, | September 30, | |
|---|---|---|---|---|---|---|
| 2020 | 2019 | 2019 | ||||
| Current | ||||||
| Other payables | ||||||
| Payables for bonuses to employees and | ||||||
| directors | $ 138,091 |
$ | 83,477 |
$ | 57,885 | |
| Payables for commissions | 24,799 | 20,736 | 24,638 | |||
| Payables for salaries | 116,262 | 99,427 | 99,402 | |||
| Payables for bonuses | 219,058 | 256,358 | 167,725 | |||
| Payables for annual leave | 28,454 | 28,590 | 28,008 | |||
| Payables for purchases of equipment | 69,885 | 116,639 | 104,225 | |||
| Others | 180,511 |
119,444 |
133,306 | |||
| $ 777,060 |
$ | 724,671 |
$ | 615,189 |
- 25 -
19. RETIREMENT BENEFIT PLANS
a. Defined contribution plans
The Company and TXC Optec Corporation of the Group adopted a pension plan under the Labor Pension Act (LPA), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.
The employees of the Group’s subsidiaries in mainland China are members of a state-managed retirement benefit plan operated by the government of China. The subsidiaries are required to contribute a specified percentage of payroll costs to the retirement benefit scheme to fund the benefits. The only obligation of the Group with respect to the retirement benefit plan is to make the specified contributions.
b. Defined benefit plans
Employee benefit expense for the three and the nine months ended September 30, 2020 and 2019 were $518 thousand and $647 thousand, $1,556 thousand and $1,940 thousand, respectively. Employee benefit expense was calculated on the basis of the actuarial valuations in December 31, 2019 and 2018.
20. EQUITY
- a. Share capital
Ordinary shares
| September 30, | December 31, | September 30, | |
|---|---|---|---|
| 2020 | 2019 | 2019 | |
| Number of shares authorized (in thousands) | 500,000 |
500,000 |
500,000 |
| Shares authorized | $ 5,000,000 |
$ 5,000,000 |
$ 5,000,000 |
| Number of shares issued and fully paid (in | |||
| thousands) | 309,757 |
309,757 |
309,757 |
| Shares issued | $ 3,097,570 |
$ 3,097,570 |
$ 3,097,570 |
Fully paid ordinary shares, which have a par value of $10, carry one vote per share and carry a right to dividends.
The Company’s 30,000 thousand shares authorized were reserved for the issuance of convertible bonds and employee share options.
- 26 -
b. Capital surplus
| September 30, | September 30, | December 31, | December 31, | September 30, | September 30, | |
|---|---|---|---|---|---|---|
| 2020 | 2019 | 2019 | ||||
| May be used to offset a deficit, distributed as | ||||||
| cash dividends, or transferred to share | ||||||
| capital* | ||||||
| Issuance of ordinary shares |
$ | 611,776 |
$ | 611,776 |
$ | 611,776 |
| Conversion of bonds | 977,028 | 977,028 | 977,028 | |||
| Overdue options | 73,377 | 73,377 | 73,377 | |||
| The difference between consideration | ||||||
| received or paid and the carrying amount of | ||||||
| the subsidiaries’ net assets during actual | ||||||
| disposal or acquisition | 331 | 331 | 331 | |||
| Donated assets received | 1,616 | 1,617 | 1,387 | |||
| May only be used to offset a deficit | ||||||
| Share of changes in capital surplus of | ||||||
| associates or joint venture | 3,780 | 2,561 | 2,561 | |||
| Other |
1,081 |
- |
- | |||
| $ | 1,668,989 |
$ | 1,666,690 |
$ | 1,666,460 |
- Such capital surplus may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company’s capital surplus and once a year).
c. Retained earnings and dividend policy
Under the dividend policy as set forth in the amended Articles, where the Company made profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as legal reserve 10% of the remaining profit, setting aside or reversing a special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Company’s board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for distribution of dividends and bonuses to shareholders. For the policies on the distribution of employees’ compensation and remuneration of directors and supervisors before and after amendment, refer to employee benefits expense in Note 22(g).
Dividends are recommended by the board of directors in accordance with the Corporation’s dividend policy. Under this policy, industry trends and growth should be evaluated, investment opportunities should be fully understood, and proper capital adequacy ratios should be considered in determining the dividends to be distributed. In addition, cash dividends should not be less than 20% of the total dividends to be appropriated.
Appropriation of earnings to the legal reserve shall be made until the legal reserve equals the Company’s paid-in capital. The legal reserve may be used to offset deficits. If the Company has no deficit and the legal reserve has exceeded 25% of the Company’s paid-in capital, the excess may be transferred to capital or distributed in cash.
- 27 -
Items referred to under Rule No. 1010012865, Rule No. 1010047490 and Rule No. 1030006415 issued by the FSC and in the directive titled “Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs” should be appropriated to or reversed from a special reserve by the Company.
The appropriations of earnings for 2019 and 2018 were approved in the shareholders’ meetings on June 9, 2020 and June 12, 2019, respectively, were as follows:
Legal reserve Special reserve Cash dividends |
Appropriation of Earnings For the Year Ended December 31 2019 2018 $ 67,178 $ 64,435 269,465 32,114 774,393 619,514 |
Dividends Per Share (NT$) |
|---|---|---|
| For the Year Ended December 31 | ||
| 2019 2018 $ - $ - - - 2.5 2.0 |
d. Others equity items
- 1) Exchange differences on translating the financial statements of foreign operations
| Balance at January 1 Exchange differences on translating the financial statements of foreign operations Share from associates accounted for using the equity method Balance at September 30 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
|
|---|---|---|---|
| 2020 $ (584,617) (55,907) 3,435 $ (637,089) |
2019 $ (359,923) (99,270) (3,836) $ (463,029) |
2) Unrealized gain (loss) on financial assets at FVTOCI
| Balance at January 1 Recognized during the period Unrealized loss - equity instruments Share from associates accounted for using the equity method Other comprehensive income recognized in the period Cumulative unrealized gain/(loss) of equity instruments transferred to retained earnings due to disposal Share from associates accounted for using the equity method Balance at September 30 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
|
|---|---|---|---|
| 2020 $ 60,245 34,478 388 34,866 (122,086) (626) $ (27,601) |
2019 $ 105,017 47,075 65 47,140 (148,225) - $ 3,932 |
- 28 -
21. REVENUE
| Revenue from contracts with customers Revenue from sale of goods Contract Balances Trade receivables (Note 10) Contract liabilities Construction of properties Sale of goods Contract liabilities - current |
For the Three Months Ended September 30 |
For the Three Months Ended September 30 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
|||
|---|---|---|---|---|---|---|---|
| 2020 $ 3,139,820 |
2019 $ 2,428,248 |
2020 2019 $ 7,814,958 $ 5,996,489 For the Nine Months Ended September 30 |
|||||
| 2020 $ 3,394,924 $ 466,984 8,697 $ 475,681 |
2019 $ 2,713,807 $ 22,151 8,402 $ 30,553 |
The contract liabilities were unearned sales revenue and accounted for other current liabilities.
22. NET PROFIT (LOSS) AND OTHER COMPREHENSIVE INCOME (LOSS) FROM CONTINUING OPERATIONS
Net Profit (Loss) from Continuing Operations
a. Interest income
| Bank deposits Financial assets at amortized cost Others |
For the Three Months Ended September 30 2020 2019 $ 745 $ 3,048 4,339 2,999 24 1,222 $ 5,108 $ 7,269 |
For the Three Months Ended September 30 2020 2019 $ 745 $ 3,048 4,339 2,999 24 1,222 $ 5,108 $ 7,269 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
|---|---|---|---|---|---|
| 2020 $ 745 4,339 24 $ 5,108 |
2020 $ 6,357 10,594 1,022 $ 17,973 |
2019 $ 8,389 9,035 2,282 $ 19,706 |
- 29 -
b. Other income
| Income from government grants Dividends Others c. Other gains and losses (Loss) gain on disposal of property, plant and equipment Gain on disposal of subsidiaries Fair value changes of financial assets and financial liabilities Financial assets mandatorily at FVTPL Net foreign exchange (losses) gains Property, plant and equipment impairment (losses) reversed Depreciation of investment properties Others d. Finance costs Interest on bank loans Interest on lease liabilities |
For the Three Months Ended September 30 2020 2019 $ 15,803 $ 24,626 1,755 2,385 8,829 9,007 $ 26,387 $ 36,018 For the Three Months Ended September 30 2020 2019 $ (567) $ (187) - - 5,631 (3,304) (25,354) 8,950 2,184 (31) (1,076) (850) (4,960) (1,055) $ (24,142) $ 3,523 For the Three Months Ended September 30 2020 2019 $ (4,967) $ (5,921) (9) (15) $ (4,976) $ (5,936) |
For the Three Months Ended September 30 2020 2019 $ 15,803 $ 24,626 1,755 2,385 8,829 9,007 $ 26,387 $ 36,018 For the Three Months Ended September 30 2020 2019 $ (567) $ (187) - - 5,631 (3,304) (25,354) 8,950 2,184 (31) (1,076) (850) (4,960) (1,055) $ (24,142) $ 3,523 For the Three Months Ended September 30 2020 2019 $ (4,967) $ (5,921) (9) (15) $ (4,976) $ (5,936) |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
|---|---|---|---|---|---|
| 2020 2019 $ 33,839 $ 46,525 1,755 2,385 28,785 29,388 $ 64,379 $ 78,298 For the Nine Months Ended September 30 |
|||||
| 2020 2019 $ 1,732 $ 10 27,921 - 16,937 3,354 (33,955) 22,934 (977) 2,410 (3,170) (13,711) (20,083) (5,943) $ (11,595) $ 9,054 For the Nine Months Ended September 30 |
|||||
| 2020 $ (4,967) (9) $ (4,976) |
2020 $ (14,272) (31) $ (14,303) |
2019 $ (17,701) (18) $ (17,719) |
- 30 -
e. Depreciation and amortization
| Property, plant and equipment Investment properties Right-of-use assets Intangible assets An analysis of deprecation by function Operating costs Operating expenses Other expenses An analysis of amortization by function Operating expenses f. Employee benefits expense Post-employment benefits (see Note 19) Defined contribution plans Defined benefit plans Other employee benefits Payroll expense Labor and health insurance Others An analysis of employee benefits expense by function Operating costs Operating expenses |
For the Three Months Ended September 30 2020 2019 $ 212,968 $ 188,918 1,076 850 1,326 1,343 1,742 640 $ 217,112 $ 191,751 $ 172,932 $ 152,724 41,362 37,537 1,076 850 $ 215,370 $ 191,111 $ 1,742 $ 640 For the Three Months Ended September 30 2020 2019 $ 18,804 $ 15,741 518 647 19,322 16,388 496,465 392,365 22,710 21,875 17,070 14,903 536,245 429,143 $ 555,567 $ 445,531 $ 318,185 $ 261,040 237,382 184,491 $ 555,567 $ 445,531 |
For the Nine Months Ended September 30 |
||
|---|---|---|---|---|
| 2020 2019 $ 604,647 $ 555,288 3,170 13,711 3,979 3,859 5,162 1,946 $ 616,958 $ 574,804 $ 484,800 $ 461,561 123,826 97,586 3,170 13,711 $ 611,796 $ 572,858 $ 5,162 $ 1,946 For the Nine Months Ended September 30 |
||||
| 2020 $ 18,804 518 19,322 496,465 22,710 17,070 536,245 $ 555,567 $ 318,185 237,382 $ 555,567 |
2020 2019 $ 49,941 $ 48,729 1,556 1,940 51,497 50,669 1,362,822 1,069,544 68,037 67,523 47,946 44,865 1,478,805 1,181,932 $ 1,530,302 $ 1,232,601 $ 900,296 $ 735,127 630,006 497,474 $ 1,530,302 $ 1,232,601 |
-
31 -
-
g. Employees’ compensation and remuneration of directors
According to the Articles of Incorporation of the Company, the Company accrued employees’ compensation and remuneration of directors at rates of no less than 3% and no higher than 2%, respectively, of net profit before income tax, employees’ compensation, and remuneration of directors. The employees’ compensation and the remuneration of directors for the three and the nine months ended September 30, 2020 and 2019, respectively, were as follows:
Accrual rate
| Employees’ compensation Remuneration of directors |
For the Three Months Ended September 30 2020 2019 9.0% 9.0% 1.5% 1.5% |
For the Nine Months Ended September 30 |
|---|---|---|
| 2020 2019 9.0% 9.0% 1.5% 1.5% |
Amount
| Employees’ compensation Remuneration to directors |
For the Three Months Ended September 30 2020 2019 $ 49,065 $ 24,288 $ 8,177 $ 4,048 |
For the Three Months Ended September 30 2020 2019 $ 49,065 $ 24,288 $ 8,177 $ 4,048 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
|---|---|---|---|---|---|
| 2020 $ 49,065 $ 8,177 |
2020 $ 118,364 $ 19,727 |
2019 $ 48,199 $ 8,033 |
If there is a change in the amounts after the annual consolidated financial statements are authorized for issue, the differences are recorded as a change in the accounting estimate.
The employees’ compensation and remuneration of directors for the years ended December 31, 2019 and 2018 which were approved by the Company’s board of directors on March 23, 2020 and March 22, 2019, respectively, were as follows:
| Employees’ compensation Remuneration of directors |
For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|
| 2019 Cash Share $ 71,552 $ - 11,925 - |
2018 | |
| Cash Share $ 69,072 $ - 11,512 - |
There was no difference between the actual amounts of employees’ compensation and remuneration of directors paid and the amounts recognized in the consolidated financial statements for the years ended December 31, 2019 and 2018.
Information on the employees’ compensation and remuneration of directors resolved by the Company’s board of directors is available at the Market Observation Post System website of the Taiwan Stock Exchange.
- 32 -
23. INCOME TAXES RELATING TO CONTINUING OPERATIONS
- a. Income tax recognized in profit or loss
Major components of tax expense were as follows:
| b. c. |
For the Three Months Ended September 30 2020 2019 Current tax In respect of the current period $ 60,789 $ 27,264 Income tax on unappropriated earnings - - Adjustments for prior periods 8,176 - Deferred tax In respect of the current period 24,575 1,189 Income tax expense recognized in profit or loss $ 93,540 $ 28,453 Income tax recognized in other comprehensive income For the Three Months Ended September 30 2020 2019 Deferred tax In respect of the current period: Fair value changes of financial assets at FVTOCI $ - $ 929 Arising from income and expenses reclassified from equity to profit or loss On disposal of investments in equity instruments at FVTOCI - (10,783) $ - $ (9,854) Income tax assessments |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
|---|---|---|---|---|
| 2020 2019 $ 152,078 $ 61,159 - - (1,710) (2,931) 27,349 3,384 $ 177,717 $ 61,612 For the Nine Months Ended September 30 |
||||
| 2020 $ 8,619 (30,521) $ (21,902) |
2019 $ 11,768 (37,056) $ (25,288) |
The tax returns had been assessed by the tax authorities before in 2017, respectively.
- 33 -
24. EARNINGS PER SHARE
The earnings and weighted average number of ordinary shares outstanding in the computation of earnings per share from continuing operations were as follows:
Net Profit for the Period
| Earnings used in the computation of diluted earnings per share |
For the Three Months Ended September 30 2020 2019 $ 418,557 $ 234,358 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
||
|---|---|---|---|---|---|
| 2020 $ 418,557 |
2020 $ 1,044,533 |
2019 $ 448,677 |
Weighted average number of ordinary shares outstanding (in thousand shares):
| Weighted average number of ordinary shares in the computation of basic earnings per share Effect of potentially dilutive ordinary shares: Employees’ compensation or bonuses issued to employees Weighted average number of ordinary shares used in the computation of diluted earnings per share |
For the Three Months Ended September 30 2020 2019 309,757 309,757 550 1,237 310,307 310,994 |
For the Three Months Ended September 30 2020 2019 309,757 309,757 550 1,237 310,307 310,994 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
|---|---|---|---|---|---|
| 2020 309,757 550 310,307 |
2020 309,757 2,195 311,952 |
2019 309,757 1,834 311,591 |
If the Group was able to settle the compensation paid to employees by cash or shares, the Group presumed that the entire amount of the compensation would be settled in shares and the resulting potential shares were included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, if the shares had a dilutive effect. Such dilutive effect of the potential shares was included in the computation of diluted earnings per share until the shareholders resolve the number of shares to be distributed to employees at their meeting in the following year.
25. CAPITAL MANAGEMENT
The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximizing the return to stakeholders through the optimization of the debt and equity balance.
The capital structure of the Group consists of net debt (borrowings offset by cash and cash equivalents) and equity attributable to owners of the Company (comprising issued capital, reserves, retained earnings and other equity).
The Group is not subject to any externally imposed capital requirements.
- 34 -
26. FINANCIAL INSTRUMENTS
a. Fair value of financial instruments not measured at fair value
The management believes the carrying amounts of financial assets and financial liabilities recognized in the consolidated financial statements approximate their fair values.
-
b. Fair value of financial instruments measured at fair value on a recurring basis
-
1) Fair value hierarchy
September 30, 2020
| Financial assets at FVTPL Foreign unlisted shares Foreign exchange forward contracts Beneficiary certificate Structured deposits Financial assets at FVTOCI Investments in equity instruments Domestic unlisted shares Foreign unlisted shares Financial liabilities at FVTPL Foreign exchange forward contracts and exchange contracts December 31, 2019 Financial assets at FVTPL Foreign unlisted shares Foreign exchange forward contracts Beneficiary certificate Structured deposits |
Level 1 $ - - 418,468 - $ 418,468 $ - - $ - $ - Level 1 $ - - 387,337 - $ 387,337 |
Level 2 $ - 1,713 - 452,333 $ 454,046 $ - - $ - $ 3,037 Level 2 $ - 3,762 - 367,841 $ 371,603 |
Level 3 $ 9,255 - - - $ 9,255 $ 68,363 240,122 $ 308,485 $ - Level 3 $ 9,255 - - - $ 9,255 |
Total $ 9,255 1,713 418,468 452,333 $ 881,769 $ 68,363 240,122 $ 308,485 $ 3,037 Total $ 9,255 3,762 387,337 367,841 $ 768,195 |
|---|---|---|---|---|
(Continued)
- 35 -
| Financial liabilities at FVTPL Foreign exchange forward contracts Exchange contracts Financial assets at FVTOCI Domestic unlisted shares Foreign listed shares Foreign unlisted shares September 30, 2019 Financial assets at FVTPL Foreign unlisted share Beneficiary certificate Structured deposits Financial assets at FVTOCI Domestic unlisted shares Foreign listed shares Foreign unlisted shares Financial liabilities at FVTPL Foreign exchange forward contracts |
Level 1 $ - - $ - $ - 117,114 - $ 117,114 Level 1 $ - 297,332 - $ 297,332 $ - 104,044 - $ 104,044 $ - |
Level 2 $ 173 3,790 $ 3,963 $ - - - $ - Level 2 $ - - 221,560 $ 221,560 $ - - - $ - $ 15,611 |
Level 3 $ - - $ - $ 68,363 - 236,945 $ 305,308 Level 3 $ 9,255 - - $ 9,255 $ 80,227 - 186,484 $ 266,711 $ - |
Total $ 173 3,790 $ 3,963 $ 68,363 117,114 236,945 $ 422,422 Total $ 9,255 297,332 221,560 $ 528,147 $ 80,227 104,044 186,484 $ 370,755 $ 15,611 |
|---|---|---|---|---|
There were no transfers between Levels 1 and 2 between January 1 to September 30, 2020 to 2019.
-
36 -
-
2) Reconciliation of Level 3 fair value measurements of financial instruments
September 30, 2020
| Financial Assets Balance at January 1, 2020 Purchases Effect of foreign currency exchange differences Balance at September 30, 2020 September 30, 2019 Financial Assets Balance at January 1, 2019 Purchases Effect of foreign currency exchange differences Balance at September 30, 2019 |
Financial Assets at FVTPL Equity Instruments $ 9,255 - - $ 9,255 Financial Assets at FVTPL Equity Instruments $ - 9,255 - $ 9,255 |
Financial Assets at FVTOCI |
|---|---|---|
| Equity Instruments $ 305,308 4,412 (1,235) $ 308,485 Financial Assets **at FVTOCI ** |
||
| Equity Instruments $ 243,544 27,108 (3,941) $ 266,711 |
- 3) Valuation techniques and inputs applied for Level 2 fair value measurement
| Financial Instruments Derivatives - foreign exchange forward contracts Structured deposits |
Valuation Techniques and Inputs |
|---|---|
| Discounted cash flow Future cash flows are estimated based on observable forward exchange rates at the end of the reporting period and contract forward rates, discounted at a rate that reflects the credit risk of various counterparties. Discounted cash flow. Future cash flows are discounted at a rate that reflects current borrowing interest rates of the bond issuers at the end of the reporting period |
- 4) Valuation techniques and inputs applied for the purpose of measuring Level 3 fair value measurement
The Group uses price-book ratio approach, comparing the net value per share with other public companies among similar industries or evaluating share price based on average price-book ratio of other competitors, to capture the present value of the expected future economic benefits to be derived from the ownership of these investees.
- 37 -
The fair values of unlisted equity securities - ROC were determined using income approach. In this approach, the discounted cash flow method was used to capture the present value of the expected future economic benefits to be derived from the ownership of these investees. The significant unobservable inputs used are listed on the table below. An increase in long-term revenue growth rates or long-term pre-tax operating margin or a decrease in WACC or discount for lack of marketability used in isolation would result in increase in fair value.
- c. Categories of financial instruments
| September 30, | September 30, | December 31, | December 31, | September 30, | September 30, | |
|---|---|---|---|---|---|---|
| 2020 | 2019 | 2019 | ||||
| Financial assets | ||||||
| FVTPL | ||||||
| Mandatorily at FVTPL (1) | $ | 881,769 |
$ | 768,195 |
$ | 528,147 |
| Financial assets at amortized cost (2) | 6,027,410 | 5,081,647 | 5,316,744 | |||
| Financial assets at FVTOCI | ||||||
| Equity instruments | 308,485 | 422,422 | 370,755 | |||
| Financial liabilities | ||||||
| FVTPL | ||||||
| Mandatorily at FVTPL (3) | 3,037 | 3,963 | 15,611 | |||
| Amortized cost (4) | 6,104,419 | 4,334,150 | 4,309,116 |
-
1) The balances included the carrying amount of beneficiary certificate, foreign exchange forward contracts, exchange contracts, structured deposits and investment with preference shares.
-
2) The balances included financial assets measured at amortized cost, which comprise cash and cash equivalents, notes receivable, trade receivables, other receivables and refundable deposits.
-
3) The balances included the carrying amount of foreign exchange forward contracts and exchange contracts.
-
4) The balances included financial liabilities measured at amortized cost, which comprise short-term and long-term loans, notes payable, trade payables, other payables and guarantee deposits received.
-
d. Financial risk management objectives and policies
The Group’s major financial instruments include equity and debt investments, trade receivables, trade payables and borrowings. The Group’s corporate treasury function provides services to the business, coordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyze exposures by degree and magnitude of risks. These risks include market risk (including foreign currency risk, interest rate risk and other price risk), credit risk and liquidity risk.
The Group sought to minimize the effects of these risks by using derivative financial instruments to hedge risk exposures. The use of financial derivatives is governed by the Group’s policies approved by the board of directors, which provided written principles on foreign currency risk, interest rate risk, credit risk, the use of financial derivatives and non-derivative financial instruments, and the investment of excess liquidity. Compliance with policies and exposure limits is reviewed by the internal auditors on a continuous basis. The Group did not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.
- 38 -
The corporate treasury function reports quarterly to the Group’s risk management committee, an independent body that monitors risks and policies implemented to mitigate risk exposures.
1) Market risk
The Group’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates (see (a) below) and interest rates (see (b) below). The Group entered into a variety of derivative financial instruments to manage its exposure to foreign currency risk and interest rate risk, including: Foreign exchange forward contracts to hedge the exchange rate risk arising on the Group’s foreign currency monetary.
There has been no change to the Group’s exposure to market risks or the manner in which these risks were managed and measured.
a) Foreign currency risk
Several subsidiaries of the Company have foreign currency sales and purchases, which exposes the Group to foreign currency risk.
The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities (including those eliminated on consolidation) at the end of the reporting period (see Note 32).
Sensitivity analysis
The Group is mainly exposed to the USD and JPY.
The following table details the Group’s sensitivity to a 1% increase and decrease in the New Taiwan dollar (the functional currency) against the relevant foreign currencies. The sensitivity rate used when reporting foreign currency risk internally to key management personnel and representing management’s assessment of the reasonably possible change in foreign exchange rates is 1%. The sensitivity analysis included only outstanding foreign currency denominated monetary items and foreign exchange forward contracts designated as cash flow hedges, and adjusts their translation at the end of the reporting period for a 1% change in foreign currency rates. The sensitivity analysis included external loans/borrowings as well as loans/borrowings to foreign operations within the Group where the denomination of the loan is in a currency other than the functional currency of the lender or the borrower. A positive number below indicates an increase in post-tax profit and other equity associated with the New Taiwan dollar strengthening 1% against the relevant currency. For a 1% weakening of the New Taiwan dollar against the relevant currency, there would be an equal and opposite impact on post-tax profit and other equity and the balances below would be negative.
| Profit or loss |
USD Impact For the Nine Months Ended September 30 2020 2019 $ 25,519 $ 19,833 |
JPY Impact |
|---|---|---|
| For the Nine Months Ended September 30 |
||
| 2020 2019 $ (4,251) $ (3,279) |
-
i. This was mainly attributable to the exposure on outstanding receivables and payables in USD which were not hedged at the end of the reporting period.
-
ii. This was mainly attributable to the exposure on outstanding payables in JPY which were not hedged at the end of the reporting period.
-
39 -
b) Interest rate risk
The Group is exposed to interest rate risk because entities in the Group deposit and borrow funds at floating interest rates.
The carrying amounts of the Group’s financial assets and financial liabilities with exposure to interest rates at the end of the reporting period were as follows:
| September 30, | December 31, | December 31, | September 30, | September 30, | |
|---|---|---|---|---|---|
| 2020 | 2019 | 2019 | |||
| Fair value interest rate risk | |||||
| Financial assets | $ 1,090,822 |
$ | 478,725 |
$ | 592,469 |
| Cash flow interest rate risk | |||||
| Financial assets | 1,403,758 | 1,661,861 | 1,795,277 | ||
| Financial liabilities | 3,333,415 | 1,910,980 | 2,115,205 |
Sensitivity analysis
The sensitivity analysis below was determined based on the Group’s exposure to interest rates for both derivative and non-derivative instruments at the end of the reporting period. For floating rate liabilities, the analysis was prepared assuming the amount of each liability outstanding at the end of the reporting period was outstanding for the whole year. A 0.25% basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.
If interest rates had been 0.25% basis points higher/lower and all other variables were held constant, the Group’s pre-tax profit for the nine months ended September 30, 2020 and 2019 would (decrease)/increase by $(3,426) thousand and $(600) thousand, respectively, which was mainly attributable to the Group’s exposure to interest rates on its floating rate bank deposits and bank borrowings.
c) Other price risk
The Group was exposed to equity price risk through its investments in foreign listed equity securities. Equity investments are held for strategic rather than trading purposes. The Group does not actively trade these investments. The Group’s equity price risk was mainly concentrated on equity instruments operating in Shenzhen stock exchange, growth enterprise.
Sensitivity analysis
The sensitivity analysis below was determined based on the exposure to equity price risks at the end of the reporting period.
If equity prices had been 1% higher/lower, other comprehensive income for the nine months ended September 30, 2019 would increase/decrease by $1,040 thousand.
- 40 -
2) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group. As at the end of the reporting period, the Group’s maximum exposure to credit risk, which would cause a financial loss to the Group due to the failure of the counterparty to discharge its obligation and due to the financial guarantees provided by the Group, could be equal to the total of the following:
-
a) The carrying amount of the respective recognized financial assets as stated in the balance sheets; and
-
b) The maximum amount the entity would have to pay if the financial guarantee is called upon, irrespective of the likelihood of the guarantee being exercised.
3) Liquidity risk
The Group manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Group’s operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.
The Group relies on bank borrowings as a significant source of liability. As of September 30, 2020, December 31, 2019 and September 30, 2019, the Group had available unutilized short-term bank loan facilities of $5,486,089 thousand, $4,754,880 thousand and $4,965,926 thousand, respectively.
Liquidity and interest rate risk tables for non-derivative financial liabilities
The following table details the Group’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The table has been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Group can be required to pay. The table included both interest and principal cash flows. Specifically, bank loans with a repayment on demand clause were included in the earliest time band regardless of the probability of the banks choosing to exercise their rights. The maturity dates for other non-derivative financial liabilities were based on the agreed repayment dates.
To the extent that interest flows are floating rate, the undiscounted amount was derived from the interest rate curve at the end of the reporting period.
September 30, 2020
| Weighted | |||||||
|---|---|---|---|---|---|---|---|
| Average | |||||||
| Effective | |||||||
| Interest Rate | Less than | ||||||
| (%) | 1 Year | 2-3 Years | 4-5 Years | 5+ Years | Total | ||
| Non-derivative financial | |||||||
| liabilities | |||||||
| Trade payables | $ 1,941,386 $ | - $ |
- $ |
- | $ 1,941,386 | ||
| Other payables | 778,406 | - | - | - | 778,406 |
||
| Other current liabilities | 500,747 | - | - | - | 500,747 |
||
| Lease liabilities | 0.86 | 2,440 | 903 | 381 | - | 3,724 |
|
| Variable interest rate | |||||||
| liabilities | 0.10-6.18 | 932,495 | 1,795,712 | 605,208 | - | 3,333,415 |
- 41 -
December 31, 2019
| Weighted | ||||||||
|---|---|---|---|---|---|---|---|---|
| Interest | ||||||||
| Average | ||||||||
| Effective Rate | Less Than | |||||||
| (%) | 1 Year | 2-3 Years | 4-5 Years | 5+ Years | Total | |||
| Non-derivative financial | ||||||||
| liabilities | ||||||||
| Trade payables | - |
$ | 1,659,164 $ | - $ |
- $ |
- | $ 1,659,164 | |
| Other payables | - | 727,521 | - | - | - | 727,521 |
||
| Other current liabilities | - | 81,304 | - | - | - | 81,304 |
||
| Lease liabilities | 0.86 | 3,087 | 2,228 | 721 | - | 6,036 |
||
| Variable interest rate | ||||||||
| liabilities | 0.40-6.18 | 273,345 | 1,637,635 | - | - | 1,910,980 |
||
| September 30, 2019 | ||||||||
| Weighted | ||||||||
| Average | ||||||||
| Effective | ||||||||
| Interest Rate | Less than | |||||||
| (%) | 1 Year | 2-3 Years | 4-5 Years | 5+ Years | Total | |||
| Non-derivative financial | ||||||||
| liabilities | ||||||||
| Trade payables | - |
$ | 1,570,759 $ | - $ |
- $ |
- | $ 1,570,759 | |
| Other payables | - | 616,385 | - | - | - | 616,385 |
||
| Other current liabilities | - | 62,049 | - | - | - | 62,049 |
||
| Lease liabilities | 0.86 | 3,081 | 2,790 | 896 | - | 6,767 |
||
| Variable interest rate | ||||||||
| liabilities | 0.4-6.18 | 279,360 | 1,435,845 | 400,000 | - | 2,115,205 |
The amounts included above for variable interest rate instruments for both non-derivative financial assets and liabilities was subject to change if changes in variable interest rates differ from those estimates of interest rates determined at the end of the reporting period.
The following table details the Group’s liquidity analysis of its derivative financial instruments. The table is based on the undiscounted contractual net cash inflows and outflows on derivative instruments that settle on a net basis, and the undiscounted gross inflows and outflows on those derivatives that require gross settlement.
September 30, 2020
| On Demand or Less than 1 Month 1-3 Months 3 Months to 1 Year Net settled Foreign exchange forward contracts and exchange contracts $ 271 $ (1,186) $ (409) December 31, 2019 On Demand or Less Than 1 Month 1-3 Months 3 Months to 1 Year Net settled Foreign exchange forward contracts and exchange contracts $ 221 $ (464) $ 42 |
1-5 Years $ - 1-5 Years $ - |
5+ Years $ - |
|---|---|---|
| 5+ Years $ - |
- 42 -
September 30, 2019
| On Demand or Less than 1 Month 1-3 Months 3 Months to 1 Year Net settled Foreign exchange forward contracts and exchange contracts $ (6,163) $ (9,354) $ (94) |
1-5 Years $ - |
5+ Years $ - |
|---|---|---|
27. TRANSACTIONS WITH RELATED PARTY
Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed below.
- a. Related party name and category
| Related Party Name Tai-shing Electronics Components Corp. TSE Technology (Ningbo) Co., Ltd. Godsmith Sensor Inc. EcLife Co., Ltd. Ningbo Longying Semiconductor Co., Ltd. |
Related Party Category |
|---|---|
| Associates Associates Associates Other associates Other associates |
- b. Sales of goods
| Related Party Line Items Categories Sales Associates Other associates |
For the Three Months Ended September 30 2020 2019 $ 20,318 $ 2,191 1,274 2,364 $ 21,592 $ 4,555 |
For the Three Months Ended September 30 2020 2019 $ 20,318 $ 2,191 1,274 2,364 $ 21,592 $ 4,555 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
|---|---|---|---|---|---|
| 2020 $ 20,318 1,274 $ 21,592 |
2020 $ 38,016 5,400 $ 43,416 |
2019 $ 6,284 7,827 $ 14,111 |
Selling prices and payment terms offered to related parties were similar with those offered to third parties.
- c. Purchases of goods
| Related Party Categories Associates Other associates |
For the Three Months Ended September 30 2020 2019 $ 2,498 $ 60 - 261 $ 2,498 $ 321 |
For the Three Months Ended September 30 2020 2019 $ 2,498 $ 60 - 261 $ 2,498 $ 321 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
|---|---|---|---|---|---|
| 2020 $ 2,498 - $ 2,498 |
2020 $ 2,735 - $ 2,735 |
2019 $ 166 261 $ 427 |
Purchase prices and payment terms offered by related parties were similar with those offered by third parties.
-
43 -
-
d. Receivables from related parties (excluding loans to related parties)
| Related Party |
September 30, | September 30, | December 31, | December 31, | September 30, | September 30, | |
|---|---|---|---|---|---|---|---|
| Line Items | Categories | 2020 | 2019 | 2019 | |||
| Trade receivables | Associates |
$ | 21,194 |
$ | 2,187 |
$ | 3,494 |
| Other associates | 1,332 | 1,918 | 3,093 | ||||
| Less: Allowance for | (68) |
(67) |
(68) | ||||
| impairment loss | |||||||
| $ | 22,458 |
$ | 4,038 |
$ | 6,519 |
||
| Other receivables | Associates |
$ | 1,259 |
$ | 68 |
$ | 1,162 |
| Other associates | - |
11 |
5 | ||||
| $ | 1,259 |
$ | 79 |
$ | 1,167 |
The outstanding trade receivables from related parties are unsecured.
- e. Payables to related parties (excluding loans from related parties)
| Related Party | September 30, | September 30, | December 31, | December 31, | September 30, | September 30, | |
|---|---|---|---|---|---|---|---|
| Line Items | Categories | 2020 | 2019 | 2019 | |||
| Trade payables | Other associates | $ | 2,244 |
$ | 78 |
$ | 81 |
| Associates |
- |
- |
274 | ||||
| $ | 2,244 |
$ | 78 |
$ | 355 |
||
| Other payables | Other associates |
$ | 1,346 |
$ | 2,850 |
$ | 1,196 |
The outstanding trade payables from related parties are unsecured.
Payment term of the transactions to related parties were similar to those for third parties.
- f. Acquisitions of property, plant and equipment
Related Party Categories Others associates |
For the Three Months Ended September 30 2020 2019 $ 782 $ 307 |
For the Three Months Ended September 30 2020 2019 $ 782 $ 307 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
|---|---|---|---|---|---|
| 2020 $ 782 |
2020 $ 2,193 |
2019 $ 457 |
- 44 -
g. Rental revenue
| Related Party Location Rent Collection Ningbo Xingmao Electron Technology Co., Ltd. 1F., No. 189, Huangshan W. Rd., Beilun Dist., Ningbo City Based on contract, and paid on a monthly basis Ningbo Longying Semiconductor Co., Ltd. Building D4, No. 189, Huangshan W. Rd., Beilun Dist., Ningbo City Based on contract, and paid on a monthly basis Tai-Shing Electronics Components Corporation 6F., No. 4, Gongye 6th Rd., Pingzhen Dist., Taoyuan City 324, Taiwan Based on contract, and paid on a monthly basis Godsmith Sensor Inc. 3F., No. 6, Gongye 6th Rd., Pingzhen Dist., Taoyuan City 324, Taiwan Based on contract, and paid on a monthly basis |
For the Three Months | E | nded September 30 2019 Amount % to Total Account Balance $ 791 - - - 810 - 144 - $ 1,745 - |
For the Nine Months E | n | ded September 30 | ||
|---|---|---|---|---|---|---|---|---|
| 2020 Amount % to Total Account Balance $ 767 - 32 - 1,785 - 152 - $ 2,736 - |
2020 Amount % to Total Account Balance $ 2,301 - 96 - 2,679 - 443 - $ 5,519 - |
2019 | ||||||
| Amount % to Total Account Balance $ 2,436 - - - 2,430 - 432 - $ 5,298 - |
There is no significant difference in transaction terms between related parties and unrelated parties.
- h. Compensation of key management personnel
The remuneration of directors and key executives for the three and the nine months ended September 30, 2020 and 2019 were as follows:
| Short-term employee benefits Post-employment benefits |
For the Three Months Ended September 30 2020 2019 $ 27,517 $ 22,026 1,014 746 $ 28,531 $ 22,772 |
For the Three Months Ended September 30 2020 2019 $ 27,517 $ 22,026 1,014 746 $ 28,531 $ 22,772 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
For the Nine Months Ended September 30 |
|---|---|---|---|---|---|
| 2020 $ 27,517 1,014 $ 28,531 |
2020 $ 87,621 2,786 $ 90,407 |
2019 $ 55,662 2,229 $ 57,891 |
The remuneration of directors and key executives was determined by the remuneration committee based on the performance of individuals and market trends.
28. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY
The following assets were provided as collateral for bank borrowings, the tariff of imported raw materials guarantees or the deposit for hiring foreign workers:
| September 30, | September 30, | December 31, | December 31, | September 30, | September 30, | |
|---|---|---|---|---|---|---|
| 2020 | 2019 | 2019 | ||||
| Land | $ | 568,356 |
$ | 450,148 |
$ | 567,903 |
| Building and equipment, net | 872,580 | 944,795 | 975,903 | |||
| Investment property | 41,771 | 37,293 | 45,493 | |||
| Land for development | 1,047,947 | 757,258 | 645,825 | |||
| Pledged deposits | 75,226 | 51,094 | 40,226 | |||
| Right-of-use assets | 11,202 |
11,891 |
11,865 | |||
| $ | 2,617,082 |
$ | 2,252,479 |
$ | 2,287,215 |
- 45 -
29. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS
In addition to those disclosed in other notes, significant commitments and contingencies of the Group were as follows:
-
a. Unused letters of credit amounted to approximately JPY287,084 thousand and JPY27,600 thousand as of September 30, 2020 and December 31, 2019.
-
b. As of September 30, 2020, the Company unrecognized commitments were as follows:
| Acquisition of machinery and equipment Acquisition of machinery and equipment Acquisition of machinery and equipment Acquisition of machinery and equipment |
Contract Amount $ 50,191 RMB 28,049 JPY 835,020 US$ 6,209 |
Paid Amount Unpaid Amount $ 25,846 $ 24,345 RMB 8,232 RMB 19,817 JPY 332,736 JPY 502,284 US$ 197 US$ 6,012 |
|---|---|---|
30. SIGNIFICANT EVENTS AFTER REPORTING PERIOD: NONE
31. OTHER ITEMS
During the COVID-19 pandemic earlier in this year, the Group’s factories in mainland China had maintained operations in the spring festival of 2020. That only some of the labors returned to their hometown had some influence on resumption of the operation. Due to quick resumption of the operation, supply and demand tend to be steady, therefore there were no material impact on the Group’s overall operation.
Based on the information available as of the balance sheet date, the Group considered the economic implications of the epidemic when making its critical accounting estimates.
32. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES
The Group’s group entities’ significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than functional currencies and the related exchange rates between foreign currencies and respective functional currencies were as follows:
September 30, 2020
| Foreign | Carrying | |||
|---|---|---|---|---|
| Currencies | Exchange Rate | Amount | ||
| Financial assets | ||||
| Monetary items | ||||
| USD | $ | 108,908 |
29.1260 (USD:NTD) | $ 3,172,054 |
| USD | 28,692 | 6.8101 (USD:RMB) | 835,683 |
|
| JPY | 317,703 | 0.2758 (JPY:NTD) | 87,622 |
|
| JPY | 532,275 | 0.0645 (JPY:RMB) | 146,801 |
|
| (Continued) |
- 46 -
| Foreign | Carrying | |||
|---|---|---|---|---|
| Currencies | Exchange Rate | Amount | ||
| Financial liabilities | ||||
| Monetary items | ||||
| USD | $ | 36,462 |
29.1260 (USD:NTD) | $ 1,061,992 |
| USD | 13,521 | 6.8101 (USD:RMB) | 393,813 |
|
| JPY | 1,196,561 | 0.2758 (JPY:NTD) | 330,012 |
|
| JPY | 1,194,880 | 0.0645 (JPY:RMB) | 329,548 |
|
| (Concluded) | ||||
| December 31, 2019 | ||||
| Foreign | Carrying | |||
| Currencies | Exchange Rate | Amount | ||
| Financial assets | ||||
| Monetary items | ||||
| USD | $ | 76,087 |
30.1060 (USD:NTD) | $ 2,290,675 |
| USD | 33,010 | 6.8632 (USD:RMB) | 993,799 |
|
| JPY | 562,326 | 0.2771 (JPY:NTD) | 155,821 |
|
| JPY | 611,494 | 0.0622 (JPY:RMB) | 169,445 |
|
| Financial liabilities | ||||
| Monetary items | ||||
| USD | 28,870 | 30.1060 (USD:NTD) | 869,160 |
|
| USD | 11,394 | 6.8632 (USD:RMB) | 343,028 |
|
| JPY | 1,004,826 | 0.2771 (JPY:NTD) | 278,437 |
|
| JPY | 1,406,372 | 0.0622 (JPY:RMB) | 389,706 |
|
| September 30, 2019 | ||||
| Foreign | Carrying | |||
| Currencies | Exchange Rate | Amount | ||
| Financial assets | ||||
| Monetary items | ||||
| USD | $ | 71,799 |
31.04 (USD:NTD) | $ 2,228,641 |
| USD | 32,714 | 7.0729 (USD:RMB) | 1,015,443 |
|
| JPY | 390,475 | 0.2878 (JPY:NTD) | 112,379 |
|
| JPY | 190,603 | 0.0656 (JPY:RMB) | 54,856 |
|
| Financial liabilities | ||||
| Monetary items | ||||
| USD | 28,793 | 31.04 (USD:NTD) | 893,735 |
|
| USD | 11,826 | 7.0729 (USD:RMB) | 367,079 |
|
| JPY | 947,549 | 0.2878 (JPY:NTD) | 272,705 |
|
| JPY | 772,698 | 0.0656 (JPY:RMB) | 222,382 |
- 47 -
For the three and the nine months ended September 30, 2020 and 2019, realized and unrealized net foreign exchange gains (losses) were $(25,354) thousand and $8,950 thousand, $(33,955) thousand and $22,934 thousand, respectively. It is impractical to disclose net foreign exchange gains (losses) by each significant foreign currency due to the variety of the foreign currency transactions and functional currencies of the group entities.
33. SEPARATELY DISCLOSED ITEMS
-
a. Information about significant transactions and investees:
-
1) Financing provided to others. (None)
-
2) Endorsements/guarantees provided. (Table 1)
-
3) Marketable securities held (excluding investments in subsidiaries, associates and joint ventures). (Table 2)
-
4) Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital. (Table 3)
-
5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital. (None)
-
6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital. (None)
-
7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital. (Table 4)
-
8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital. (Table 5)
-
9) Trading in derivative instruments. (Note 7)
-
10) Others: Intercompany relationships and significant intercompany transactions. (Table 9)
-
b. Information on investees. (Table 6)
-
c. Information on investments in mainland China
-
1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the period, repatriations of investment income, and limit on the amount of investment in the mainland China area. (Table 7)
-
2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses: (Table 8)
-
a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period.
-
b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period.
-
-
48 -
-
c) The amount of property transactions and the amount of the resultant gains or losses.
-
d) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes.
-
e) The highest balance, the end of period balance, the interest rate range, and total current period interest with respect to financing of funds.
-
f) Other transactions that have a material effect on the profit or loss for the period or on the financial position, such as the rendering or receipt of services.
-
d. Information of major shareholders:List all shareholders with ownership of 5% or greater showing the name of the shareholder, the number of shares owned, and percentage of ownership of each shareholder (Table 10)
34. SEGMENT INFORMATION
Information reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance focuses on the types of goods or services delivered or provided. Specifically, the Group’s reportable segments under IFRS 8 “Operating Segments” were as follows:
Crystal
The crystal (direct sales) segment includes a number of direct sales operations in various cities within Taiwan and China each of which is considered separate operating segment by the chief operating decision maker (CODM). For financial statements presentation purposes, these individual operating segments have been aggregated into a single operating segment taking into account the following factors:
-
a. These operating segments have similar long-term gross profit margins;
-
b. The nature of the products and production processes are similar;
-
c. The methods used to distribute the products to the customers are the same.
Segment Revenue and Results
| Crystal Continuing operations Interest income Other income Other gains and losses Finance costs Share of profit of associates accounted for using the equity method Profit before tax (continuing operations) |
Segment Revenue For the Nine Months Ended September 30 2020 2019 $ 7,814,958 $ 5,996,489 $ 7,814,958 $ 5,996,489 |
Segment Profit | Segment Profit | ||
|---|---|---|---|---|---|
| For the Nine Months Ended September 30 |
|||||
| 2020 $ 7,814,958 $ 7,814,958 |
2020 $ 1,134,950 1,134,950 17,973 64,379 (11,595) (14,303) 30,846 $ 1,222,250 |
2019 $ 411,666 411,666 19,706 78,298 9,054 (17,719) 9,284 $ 510,289 |
- 49 -
Segment revenue reported above represents revenue generated from external customers.
Segment profit represented the profit before tax earned by each segment without allocation of central administration costs and directors’ salaries, share of profit of associates, gains recognized on the disposal of interests in former associates, rental revenue, interest income, gain or loss on disposal of property, plant and equipment, gains or losses on disposal of financial instruments, exchange gains or losses, valuation gain or loss on financial instruments, finance costs and income tax expense. This was the measure reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance.
- 50 -
TABLE 1
TXC CORPORATION AND SUBSIDIARIES
ENDORSEMENTS/GUARANTEES PROVIDED SEPTEMBER 30, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| No. (Note) |
Endorser/Guarantor | Endorsee/Guarantee | Endorsee/Guarantee | Limit on Endorsement/ Guarantee Given on Behalf of Each Party |
Maximum Amount Endorsed/ Guaranteed During the Period |
Outstanding Endorsement/ Guarantee at the End of the Period |
Actual Borrowing Amount |
Amount Endorsed/ Guaranteed by Collateral |
Ratio of Accumulated Endorsement/ Guarantee to Net Equity in Latest Financial Statements (%) |
Aggregate Endorsement/ Guarantee Limit |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Relationship | ||||||||||
| 1 | TXC (Ningbo) Corporation | Chongqing All Sun Company Limited |
Subsidiary with equity method | $ 2,794,034 | $ 342,152 | $ 342,152 | $ 279,267 | $ - | 6.12 | $ 5,588,067 |
Note: The total amount of TXC (Ningbo) Corporation endorsements and guarantees provided shall not exceed 100% of the amount of the net value of TXC (Ningbo) Corporation; the amount of individual entity endorsements shall not exceed 5% of the amount of the net value of the individual entity. However, the amount of individual entity endorsements is permitted with 50% of net value of subsidiary.
- 51 -
TABLE 2
TXC CORPORATION AND SUBSIDIARIES
MARKETABLE SECURITIES HELD SEPTEMBER 30, 2020
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Holding Company Name | Type and Name of Marketable Securities | Relationship with the Holding Company |
Financial Statement Account | September 30, 2020 | September 30, 2020 | Note | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Carrying Amount |
Percentage of Ownership |
Fair Value | |||||||
| TXC Corporation TXC (Ningbo) Corporation |
Stock-unlisted company Marson Technology Co., Ltd. Win Precision Technology Co., Ltd. UPI Semiconductor Corp. Shares overseas-unlisted company RFIC Technology preference shares Beneficiary certificate Aegon-Industrial Fund B Wenfu No. 8 Monetary Fund 800 TXC No. 1 Monetary Fund Qingxia No. 2 Assembled Funds Trust Plan Huifeng Zhicheng No. 6 ABS Funds Shares overseas-unlisted company Ningbo SJ Electronics Co., Ltd. Structured deposits China Guangfa Bank Heng Feng Bank |
None None Chairman is a direct of the Company None None ″ ″ ″ ″ ″ None None ″ |
Financial assets at fair value through other comprehensive income - non-current ″ ″ Financial assets at fair value through profit or loss - non-current Financial assets at fair value through profit or loss - current ″ ″ ″ ″ ″ Financial assets at fair value through other comprehensive income - non-current Financial assets at fair value through profit or loss - current ″ |
523 1,365 1,516 10,000 RMB 5,041 RMB 30,069 RMB 22,984 RMB 4,447 RMB 20,000 RMB 15,241 RMB 6,000 RMB 15,051 RMB 15,045 |
$ 4,773 18,388 45,202 $ 68,363 $ 9,255 $ 21,561 128,602 98,300 19,018 85,538 65,183 $ 418,202 $ 25,661 $ 64,371 64,347 $ 128,718 |
4 3 2 - - - - - - - 7 - - |
$ 4,773 18,388 45,202 $ 68,363 $ 9,255 $ 21,561 128,602 98,300 19,018 85,538 65,183 $ 418,202 $ 25,661 $ 64,371 64,347 $ 128,718 |
|||
| (Continued) |
- 52 -
| Holding Company Name | Type and Name of Marketable Securities | Relationship with the Holding Company |
Financial Statement Account | September 30, 2020 | September 30, 2020 | Note | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Carrying Amount |
Percentage of Ownership |
Fair Value | |||||||
| TXC (Chongqing) Limited Ningbo Jingyu Company Limited Ding Kai Investment Management Company Limited TXC Technologies Inc. Chongqing All Sun Company Limited |
Structured deposits China Trust Commercial Bank China Construction Bank Corporation Beneficiary certificate Southern Cash Fund Shares overseas-unlisted company Zhejiang Dongjing Bolante Photoelectric Company Limited Shares overseas-unlisted company Investment QST LLC Structured deposits Chongqing Rural Commercial Bank Agricultural Bank of China |
None ″ None None None None ″ |
Financial assets at fair value through profit or loss - current ″ Financial assets at fair value through profit or loss - current Financial assets at fair value through other comprehensive income - non-current Financial assets at fair value through other comprehensive income - non-current Financial assets at fair value through profit or loss - current ″ |
RMB 19,850 RMB 9,152 RMB 62 7,000 US$ 228 RMB 36,664 RMB 10,000 |
$ 84,897 39,141 $ 124,038 $ 266 $ 210,150 $ 4,311 $ 156,807 42,770 $ 199,577 |
- - - 6 - - |
$ 84,897 39,141 $ 124,038 $ 266 $ 210,150 $ 4,311 $ 156,807 42,770 $ 199,577 |
(Concluded)
- 53 -
TABLE 3
TXC CORPORATION AND SUBSIDIARIES
MARKETABLE SECURITIES ACQUIRED AND DISPOSED OF AT COSTS OR PRICES OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020
(In Thousands of New Taiwan Dollars)
| Company Name | Marketable Securities Type andName |
Financial Statement Account |
Counterparty | Relationship | Beginning Balance | Beginning Balance | Acquisition | Acquisition | Disposal | Disposal | Equity in Net Gain (Loss) |
Ending | Balance | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Shares | Amount | Shares | Amount | Carrying Amount |
Gain (Loss) on Disposal |
Shares | Amount | ||||||
| TXC (Chongqing) Limited |
QianYuan - Ri Ri Xin Open-end Financial Investment Product |
Financial instruments at FVTPL - current |
China Construction Bank |
None | - | - | - | $ 625,672 | - | $ (587,498) | $ (586,722) | $ 776 | $ 191 | - | $ 39,141 |
- 54 -
TABLE 4
TXC CORPORATION AND SUBSIDIARIES
TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST $100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020
(In Thousands of New Taiwan Dollars)
| Buyer | Related Party | Relationship | Transaction Details | Transaction Details | Transaction Details | Abnormal Transaction | Abnormal Transaction | Notes/Accounts Receivable (Payable) |
Notes/Accounts Receivable (Payable) |
Note | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase/ Sale |
Amount | % to Total |
Payment Terms | Unit Price | Payment Terms | Ending Balance | % to Total |
||||
| TXC Corporation TXC (Ningbo) Corporation |
TXC (Ningbo) Corporation TXC (Chongqing) Limited TXC (Chongqing) Limited |
Subsidiary ″ ″ |
Purchase Purchase Purchase |
$ 1,887,307 895,187 162,972 |
39 18 10 |
Payment term of the transactions to related parties were similar to those for third parties ″ ″ |
Its trading price depends on its function within the Group ″ ″ |
Payment term of the transactions to related parties were similar to those for third parties ″ ″ |
$ (724,414) (379,498) (69,373) |
(40) (21) (9) |
- 55 -
TABLE 5
TXC CORPORATION AND SUBSIDIARIES
RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL SEPTEMBER 30, 2020
(In Thousands of New Taiwan Dollars)
| Company Name | Related Party | Relationship | Ending Balance | Turnover Rate | Overdue | Amount Received in Subsequent Period |
Allowance for Impairment Loss |
|
|---|---|---|---|---|---|---|---|---|
| Amount | **Action Taken ** | |||||||
| TXC (Ningbo) Corporation TXC (Chongqing) Corporation |
TXC Corporation TXC Corporation |
Parent entity Parent entity |
$ 724,414 379,498 |
3.83 4.09 |
$ - - |
- - |
$ 202,072 79,569 |
$ - - |
- 56 -
TABLE 6
TXC CORPORATION AND SUBSIDIARIES
NAMES, LOCATIONS, AND RELATED INFORMATION OF INVESTEES ON WHICH THE COMPANY EXERCISES SIGNIFICANT INFLUENCE FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
| Investor Company | Investee Company | Location | Main Businesses and Products | Original Investment Amount | Original Investment Amount | As of September 30, 2020 | As of September 30, 2020 | As of September 30, 2020 | Net Income (Losses) of the Investee |
Share of Profits (Loss) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, 2020 |
December 31, 2019 |
Shares (In Thousands) |
Percentage of Ownership |
Carrying Value |
|||||||
| TXC Corporation Taiwan Crystal Technology International Ltd. |
Taiwan Crystal Technology International Ltd. Taiwan Crystal Technology International (HK) Limited TXC Japan Corporation TXC Technology Inc. Tai-Shing Electronics Components Corporation TXC Europe GmbH Godsmith Sensor Inc. Growing Profit Trading Ltd. |
Western Samoa Hong Kong Japan U.S.A. Taiwan Germany Taiwan B.V.I. |
Investment Investment Marketing activities Marketing activities Manufacture and sales of electronics products Marketing activities Manufacture of equipment International trading |
$ 1,390,461 2,371 6,172 9,879 359,266 1,746 38,100 - |
$ 1,390,461 2,371 6,172 9,879 349,389 1,746 38,100 1,691 |
42,835 80 2 300 8,435 50 2,350 - |
100.00 100.00 100.00 100.00 31.95 100.00 31.91 - |
$ 5,570,557 111,541 28,434 17,297 370,684 4,697 56,141 - |
$ 444,675 27,370 (2,191) 2,414 45,005 1,906 71,915 175 |
$ 438,126 27,370 (2,191) 2,414 14,151 1,906 22,843 175 |
- 57 -
TABLE 7
TXC CORPORATION AND SUBSIDIARIES
INFORMATION ON INVESTMENT IN MAINLAND CHINA FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 (In Thousands of New Taiwan Dollars or U.S. Dollars)
-
Name of the investees in mainland China, main businesses and products, paid-in capital, method of investment, information on inflow or outflow of capital, percentage of ownership, investment income or loss, ending balance of investment, dividends remitted by the investee, and the limit of investment in mainland China:
| Investee Company | Main Businesses and Products | Main Businesses and Products | Paid-in Capital | Method of Investment | Method of Investment | Accumulated Outflow of Investments from Taiwan as of January 1, 2020 |
Investment Flows | Investment Flows | Accumulated Outflow of Investments from Taiwan as of September 30, 2020 |
Net Income (Loss) of the Investee |
% Ownership of Direct or Indirect Investment |
Investment Gain (Loss) |
Carrying Amount as of September 30, 2020 |
Accumulated Repatriation of Investment Income as of September 30, 2020 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Outflow |
Inflow | |||||||||||||
| TXC (Ningbo) Corporation Guandong Failong Crystal Technology Co., Ltd. TXC (Chongqing) Corporation Chongqing All Suns Company Limited Ningbo Jingyu Company Limited Ningbo Longying Semiconductor Co., ltd. Ningbo Meishan Free Trade Port Area Ding Kai Investment Management Company Limited |
Manufacturing and sales of crystal and crystal oscillator Manufacturing and sales of new electronic components Manufacturing and sales of electronic devices and hardware components Real estate intermediary service, real estate management and electronic product wholesale Purchasing and selling electronic component Research and development in integrated circuit Investment management |
$ 1,487,211 580,949 1,162,074 647,141 7,090 183,180 160,043 |
Indirect investment of the Corporation in mainland China through the Corporation’s subsidiary in a third region Direct investment of the Corporation in mainland China Other investment of the Corporation in mainland China Other investment of the Corporation in mainland China Other investment of the Corporation in mainland China Other investment of the Corporation in mainland China Other investment of the Corporation in mainland China |
$ 1,427,630 46,478 - - - - - |
$ - - - - - - - |
$ - 46,478 - - - - - |
$ 1,427,630 - - - - - - |
$ 416,796 Note 2 113,825 (23,276) 850 (15,369) 120 |
100.00 Note 2 100.00 100.00 100.00 40.00 100.00 |
$ 416,796 Note 2 113,825 (23,276) 850 (6,148) 120 |
$ 5,588,067 Note 2 1,317,083 585,868 5,774 49,011 210,411 |
$ 256,146 385,367 306,500 - - - - |
||
| Accumulated Outward Remittance for Investments in mainland China as of September 30, 2020 |
Investment Amounts Authorized by the Investments Commission, MOEA |
Upper Limit on the Amount of Investments Stipulated by Investment Commission, MOEA |
||||||||||||
| $1,427,630 | $1,786,400 | Note 1 |
Note 1: The investment in mainland China has no maximum limitation since TXC Corporation had acquired the approval from the Industrial Development Bureau for the establishment of the Company’s operating headquarter in Taiwan.
Note 2: The Group sold all of shares in Guandong Failong Crystal Technology Company Limited in 2020.
- 58 -
TABLE 8
TXC CORPORATION AND SUBSIDIARIES
SIGNIFICANT TRANSACTIONS WITH INVESTEE COMPANIES IN MAINLAND CHINA, EITHER DIRECTLY OR INDIRECTLY THROUGH A THIRD PARTY, AND THEIR PRICES, PAYMENT TERMS, AND UNREALIZED GAINS OR LOSSES
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 (In Thousands of New Taiwan Dollars)
| Company Name | Investee Company | Transaction Type |
Purchase/Sale | Purchase/Sale | Price | Transaction Details | Transaction Details | Notes/Accounts Receivable (Payable) |
Notes/Accounts Receivable (Payable) |
Unrealized (Gain) Loss |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Payment Term | Comparison with **Normal Transaction ** |
Ending Balance | % |
||||||
| TXC Corporation | TXC (Ningbo) Corporation TXC (Ningbo) Corporation TXC (Chongqing) Limited |
Purchase Sale Purchase |
$ 1,887,307 89,200 895,187 |
39 1 18 |
Its trading price depends on its function within the group ″ ″ |
Similar with third parties ″ ″ |
Its trading price depends on its function within the group ″ ″ |
$ (724,414) 32,802 (379,498) |
(40) 1 (21) |
$ 1,032 1,751 3,090 |
- 59 -
TABLE 9
TXC CORPORATION AND SUBSIDIARIES
INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 (In Thousands of New Taiwan Dollars)
For the nine months ended September 30, 2020
| No. | Company Name | Counterparty | Nature of Relationship (Note 1) |
Intercompany Transactions | Intercompany Transactions | ||
|---|---|---|---|---|---|---|---|
| Accounts | Amount | Terms (Notes 1 and 2) |
Percentage of Consolidated Total Gross Sales or Total Assets (%) |
||||
| 0 | TXC Corporation | TXC Technology, Inc. TXC Japan Corporation TXC Europe GmbH TXC (Ningbo) Corporation TXC (Chongqing) Limited |
a a a a a |
Other expense - consulting expense Other expense - consulting expense Other expense - consulting expense Sales Purchase Trade receivables Trade payables Purchase Trade payables |
$ 42,946 24,732 8,642 89,200 1,887,307 32,802 724,414 895,187 379,498 |
a a a a a a a a a |
1 - - 1 24 - 5 11 2 |
| 1 | TXC (Ningbo) Corporation | TXC (Chongqing) Limited | c | Sales Purchase Trade receivables Other receivables Trade payables |
27,204 162,972 8,247 4,408 69,373 |
c c c c c |
- 2 - - - |
Note 1: a. Represent the transactions from parent company to subsidiary.
c. Represent the transactions between subsidiaries.
-
Note 2: For the nine months ended September 30, 2020, the selling price and purchasing price were not significantly different from those of third parties, except those for TXC (Ningbo) Corporation, TXC (Chongqing) Limited and Growing profits Trading Ltd, which is depending on its function within the Group.
-
60 -
TABLE 10
TXC CORPORATION AND SUBSIDIARIES
INFORMATION OF MAJOR SHAREHOLDERS SEPTEMBER 30, 2020
| Shareholders | Shares | Shares |
|---|---|---|
| Number of Shares |
Percentage of Ownership (%) |
|
| 2018 2nd Discretionary Investment Account of New Labor Pension Fund | 23,938,500 | 8 |
-
Note 1: The information of major shareholders presented in this table is provided by the Taiwan Depository & Clearing Corporation based on the number of ordinary shares and preferred shares held by shareholders with ownership of 5% or greater, that have been issued without physical registration (included treasury shares) by the Company as of the last business day for the current quarter. The share capital in the consolidated financial statements may differ from the actual number of shares that have been issued without physical registration because of different preparation basis.
-
Note 2: If a shareholder delivers their shareholdings to the trust, the above information will be disclosed by the individual trustee who opened the trust account. For shareholders who declare insider shareholdings with ownership greater than 10% in accordance with Security and Exchange Act, the shareholdings include shares held by shareholders and those delivered to the trust over which shareholders have rights to determine the use of trust property. For information relating to insider shareholding declaration, please refer to Market Observation Post System.
-
61 -