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UIS — AGM Information 2021
Dec 13, 2021
52058_rns_2021-12-13_f9470c5d-25eb-4778-a83a-65a89525b8e6.pdf
AGM Information
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Stock No. 2404
UNITED INTEGRATED SERVICES CO.,LTD.
2021 General Shareholders' Meeting Agenda Handbooks
Date: May 28, 2021
Location: Chinatrust Executive House (No.219-2, Sec. 3, Zhongxing Rd., Xindian Dist., New Taipei City)
Table of Contents
| Table of Contents | |
|---|---|
| One. Meeting procedure | 1 |
| Two. Meeting agenda | 2 |
| I. Company Reports | 4 |
| II. Proposals | 6 |
| III. Discussions | 6 |
| IV. Elections | 8 |
| V. Other Proposals | 8 |
| VI. Motions | 9 |
| Three. Annex | |
| Annex I Business report | 10 |
| Annex II Audit Committee’s audit report | 12 |
| Annex III Independent Auditor’s Report and financial statements | 13 |
| Annex IV The 2020 Earnings Distribution Table | 29 |
| Annex V Comparison Table of the Provisions Before and After the | |
| amendment to the “Parliamentary Rules for Shareholders' | |
| Meetings” | 30 |
| Annex VI “Articles of Association” amendment made before and after | 32 |
| Annex VII List of Candidates for Directors and Independent Directors | 34 |
| Annex VIII Schedule of Release of Candidates for Directors (including | |
| Independent Directors) from Restrictions on Competitive | |
| Behavior | 38 |
| Four. Appendix | |
| Appendix I Parliamentary Rules for Shareholders' Meetings (before | |
| amendment) | 40 |
| Appendix | II Articles of Association (before amendments) | 45 |
|---|---|---|
| Appendix | III Method for the Election of Directors | 50 |
| Appendix | IV Shareholdings of Directors | 58 |
UNITED INTEGRATED SERVICES CO., LTD.
2021 General Shareholders' Meeting
- I. Meeting in session
II. Message from the Chairman
III. Company Reports
-
IV. Approvals
-
V. Discussions
-
VI. Elections
VII. Other Proposals
VIII. Motions
- IX. Meeting adjourn
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UNITED INTEGRATED SERVICES CO., LTD. 2021 General Shareholders' Meeting agenda
Time: May 28, 2021 (Friday), 9:00AM
Location: Chinatrust Executive House (No.219-2, Sec. 3, Zhongxing Rd., Xindian Dist., New Taipei City)
(I) Meeting in session
- (II) Message from the Chairman
(III) Company Reports
-
(1) 2020 Business report
-
(2) 2020 Audit Committee's audit report
-
(3) 2020 Report on remuneration to employees and directors
-
(4) 2020 Report on allocation of earnings
-
(5) Report on the implementation of the investment in Mainland China
-
(IV) Approvals
-
(1) Motion for 2020 business report and financial statements
-
(2) Motion for 2020 allocation of earnings
-
(V) Discussions:
-
(1) To amend the Company’s “Parliamentary Rules for Shareholders' Meetings” in part.
-
(2) Amendments to certain provisions of the Company's “Articles of Association” (Proposal by shareholders pursuant to Article 172-1 of the Company Act)
-
(3) Return of capital to shareholders in the form of cash reduction (proposed by shareholders in accordance with Article 172-1 of the Company Act)
(VI) Elections: The election of all board directors
- (VII) Proposal: Lift the restriction of non-compete off the newly elected directors and their representatives.
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(VIII) Motions
(IX) Meeting adjourn
2
I. Company Reports:
- I. The 2020 business report is submitted for review.
Remark: Please see Annex I for the business report (see P.6).
-
II. The 2020 Audit Committee’s audit report is submitted for review. Remarks: Please refer to Annex II (please refer to P.7) for the 2020 Audit Committee’s audit report in details.
-
III. The 2020 remuneration to employees and directors is reported for review.
-
Remark: 1. According to Article 19 of the Articles of Incorporation, if the Company retains profit at the end of the year, it shall contribute 6%~10% thereof as the remuneration to employees, and no more than 2% thereof as the remuneration to directors.
-
10% provided as the remuneration to employees, totaling NT$524,000,000, and no more than 2% as the remuneration to directors, totaling NT$47,000,000, both paid in cash.
-
IV. The 2020 report on allocation of earnings is submitted for review.
-
Remark: 1. According to Article 19-1 of the Articles of Association, the Board of Directors is authorized to resolve that the shareholders' stock dividend and bonus shall be allocated in cash and also reported to a shareholders' meeting.
-
The stock dividend and bonus to shareholders, NT$3,239,973,866, are allocated to distribute the cash dividends at NT$17 per share. The cash dividends are rounded down to the nearest whole number. The fractional balance of dividends less than NT$ 1 will be summed up and recognized as other income of the Company.
-
The motion is passed upon resolution by the Board of Directors and the Chairman of the Board of Director is also authorized to set the ex-dividend date, date of allocation and other matters separately. Where the changes in the Company’s capital stock, if any, affect the number of outstanding shares and thereby cause changes the shareholders dividend ratio, in which case certain correction is needed, the Chairman of the Board shall be responsible for dealing with it with full power.
-
V. The report of implementation of Mainland China area investment is reported for review.
Remarks: The following 5 Mainland China area investments of the
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Company are currently approved by the Investment Commission MOEA:
-
Su Yuan Trading (Shanghai) Co., Ltd. [former United Integrated (Shanghai) Service Co., Ltd.] is with a paid-in capital of US$1,000,000 and 100% shareholding.
-
Jiangxi United Integrated Service Co., Ltd. is with a paid-in capital of RMB 100 million and 75% shareholding.
-
Suzhou Hantai System Integration Co., Ltd., with paid-in capital amounting to US$12 million and 100% shareholdings.
-
Jiangxi Jen-Kong Group Co., Ltd. is with a paid-in capital of RMB 1,043,500,000 and 19.8% shareholding.
-
Beijing Hanhe Tang Medical Equipment Co., Ltd. is with a paid-in capital of US$1,000,000 and 100% shareholding.
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II. Proposals:
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Proposal 1: The 2020 business report and financial statements are submitted for approval. (Proposed by the Board of Directors)
-
Remarks: The Company's 2020 business report and financial statements are passed upon resolution of the Board of Directors, and already audited by the Audit Committee. For details, please see Annex I and Annex III (see P6, P8~P23).
Resolution:
-
Proposal 2: The 2020 earnings distribution proposal is proposed for approval. Please approve. (Proposed by the Board of Directors)
-
Remarks: The Company's 2020 allocation of earnings is passed upon resolution of the Board of Directors, and already audited by the Audit Committee. For details, please see Annex IV (see P24).
Resolution:
III. Discussions:
-
Proposal 1: The motion for amendments to the Company’s “Parliamentary Rules for Shareholders' Meetings” in part is proposed for resolution. (Proposed by the Board of Directors)
-
Remarks: In response to the practical operations, the Company needs to amend the “Parliamentary Rules for Shareholders' Meetings” in part. Please refer to Annex V for a comparison table of the provisions before and after the amendment (see P25).
Resolution:
-
Proposal 2: The partial amendment to the “Articles of Association” of the Company is submitted for resolutions. (Proposal is proposed by the shareholders in accordance with the provision of Article 172-1 of the Company Act)
-
Remarks: I. Paragraph 2, Article 14 of the Company's Articles of Association is added: “In order to enhance the organizational function of the Board of Directors, the Company shall have a Vice-Chairman, who shall be elected in accordance with the provisions of Paragraph 1.”
-
II. Amendment to Article 21 of the Articles of Association: “The Thirty-eighth Amendment was made on May 28,
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2021.”
III. The comparison table of the amendment made before and after is detailed in Annex VI (please refer to P.26~P.27).
Resolution:
Proposal 3: Return of capital to shareholders in the form of cash reduction is proposed for resolution. (Proposal is proposed by the shareholders in accordance with the provision of Article 172-1 of the Company Act)
Remarks: In order to improve the capital structure and increase the return on shareholders' equity, the capital was returned to shareholders in the form of cash reduction, which amounted to NT$571,760,090 and 57,176,009 shares eliminated, representing a capital return ratio of approximately 30%. The Board of Directors has authorized to set a separate base date for the return of capital and to handle matters related to the return of capital.
Resolution:
Note: The opinions of the Board of Directors on the return of capital to shareholders in the form of cash reduction:
On April 15, 2021, the Board of Directors proposed the return of capital to shareholders in the form of cash reduction. Out of the 9 directors present at the meeting, only the director representative of Liang Yi Company expressed respect for the views expressed by the proposing shareholders and the Board of Directors; the other 8 directors unanimously opposed the capital return and cash reduction plan, believing that the Company should grow bigger rather than smaller and that the cash reduction would affect the future operation and development of the Company.
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IV. Elections:
-
Proposal: The election of all board directors (Proposed by the Board of Directors)
-
Remarks: (I) The term of office of the thirteenth directors (including independent directors) of the Company expired on June 11, 2021. The election was held in conjunction with the Annual General Meeting of Shareholders.
-
(II) In accordance with Article 13 of the Company's Articles of Association, nine directors (including three independent directors) were proposed to be elected under a candidate nomination system. The term of office of the new directors shall be three years from May 28, 2021 to May 27, 2024 and the term of office of the former directors (including independent directors) shall expire at the completion of this Annual General Meeting of Shareholders.
-
(III) The list of candidates for the current term of directors and independent directors and related information are set forth in Annex VII (please refer to P.28 ~P.30).
Election results:
V. Other Proposals:
-
Proposal: Lift the restriction of non-compete off the newly elected directors and their representatives, and proposed for shareholders’ approval (Proposed by the Board of Directors)
-
Remarks: (I) In accordance with Article 209 of the Company Act, “A director who performs acts for himself/herself or for others that fall within the scope of the Company's business shall explain the material content of his/her acts in the shareholders' meeting and obtain their approval.”
-
(II) In order to take advantage of the expertise and relevant experience of the Company's directors, the 14th director of the Company intends to apply for permission to be released from the restriction of his or her competitive activities in accordance with Article 209 of the Company Act if he or she acts and holds positions for himself or herself or for others in the Company's scope of business. Schedule of Release of Director (including Independent Director) Candidates from Restrictions on Competitive Behavior See Attachment VIII (Please refer to P.31) However, the subject for the lifting of
8
the restriction shall be based on the directors (including independent directors) actually elected.
Resolution:
VI. Motions
VII. Meeting adjourn
9
Annex I
Business report
I. Business plan implementation results
With the efforts spent by all colleagues and support from shareholders, the Company's operating results in 2020 included the consolidated operating revenue amounting to NT$35.83 billion, and income before tax amounting to NT$5.081billion.
The Company's 2020 consolidated operating revenue is stated as following by category of major products:
Unit: NT$ thousand
| ajor products: | Unit: NT$thousan | |
|---|---|---|
| Item | Amount | Ratio |
| System integration | 35,630,541 | 99.42% |
| Maintenance service | 55,997 | 0.16% |
| Design business andproduct sales | 150,104 | 0.42% |
| Total | 35,836,642 | 100.0% |
II. The 2020 profitability analysis
The Company's 2020 profitability indicators are stated as following:
Ratio of return on total assets =16.35% Ratio of return on shareholders’ equity =43.32% Profit ratio =11.42% Earnings per share (NT$/share) =21.16
III. The 2021 operational outlook
(I) Business goals
The markets in Mainland China and Singapore remained unchanged in 2020, with a decrease in revenue to 6% from 19.5% in 2019. However, the overall revenue growth is still significant because the Taiwan market is growing greatly.
While the overseas market remained slow in 2021, the Taiwan market remained strong. However, due to the very large revenue recognized from the clients of Micron in 2020, the revenue grew significantly in that year. Therefore, we expect that 2021 will still be a very good year, but the revenue will be lower than that of 2020. We expect to reach a new high in 2022.
(II) Management policy and development strategy
For the purpose of the Company's long-term management and development, the Company will strengthen the internal management and also upgrade its competitiveness in cost, quality and technology significantly. Meanwhile, the Company will train more staff in the cross-strait and introduce related system elites. Especially, the Company needs to strengthen its business in Mainland China to prepare for the business growth in Mainland China. At present, in the Company’s professional field, although the revenue and competitiveness have been ahead of the peers, the Company will strive to enhance its operation this year and improve the construction method to reduce costs and increase profitability in order to increase market share and keep the competitors in distance. In terms of products, the wireless security monitoring system department has achieved considerably,
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but research and development and business development must be further deepened.
(III) External competition, regulatory environment, and overall business environment impact
The Company's market share in the high-tech industry of Taiwan is increasing year by year, and the Company's competitors with scale and competitiveness are very limited. In the market of Mainland China, the competitors include the local companies, and peers from Taiwan and foreign countries. Therefore, the competition is considered more intensive in the market of Mainland China. However, Chinese market is relatively large. The Company is a first-class brand with competition advantage comparing to the competitors. Therefore, the Company still has certain advantages to compete in Chinese market.
The Company has developed the market in Singapore successfully in the past few years. This can help the Company's future development very much. Chairman: Manager: Chief Accountant:
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Annex II
UNITED INTEGRATED SERVICES CO., LTD. Audit Committee's audit report
Whereas
The 2020 standalone financial statements and 2020 consolidated financial statements of the Company and its subsidiaries as submitted by the Board of Directors have been audited by Tsung-Ling Li, CPA and Tzu-Hui Li of KPMG Taiwan, which, together with the business report and motion for allocation of earnings, were confirmed by the Audit Committee. Accordingly, the Audit Committee hereby produces said report in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act. Please review it accordingly.
2021 General Shareholders' Meeting
UNITED INTEGRATED SERVICES CO., LTD. Convener of the Audit Committee: Ting Ho
March 23, 2021
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Annex III
Independent Auditors' Report
To the Board of Directors of United Integrated Services Co., Ltd.:
Opinion
We have audited the consolidated financial statements of United Integrated Services Co., Ltd. and its Subsidiaries ("the Group"), which comprise the consolidated balance sheets as of December 31, 2020 and 2019 and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the reports of other auditors (please refer to Other Matter section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards ( “ IFRSs ” ), International Accounting Standards ( “ IASs ” ), Interpretations developed by the International Financial Reporting Interpretations Committee ( “ IFRIC ” ) or the former Standing Interpretations Committee ( “ SIC ” ) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China ("the Code"), and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Emphasis of Matter
Some board members of United Integrated Services Co., Ltd. were sentenced of violating the Securities Exchange Act by the Taiwan High Court. For circumstances of these cases, please refer to Note12 (b) of the
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consolidated financial statements. Our opinion is not modified in respect of this matter.
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Other Matter
We did not audit the financial statements of investee companies under the equity method and certain information of Note 13 (b) "Information on investees of the consolidated financial statements". Those statements were audited by other auditors, whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for these investee companies, is based solely on the reports of other auditors. The investments in the investee companies constituted 3.14% and 3.63% of the consolidated total assets, as of December 31, 2020 and 2019, respectively. For the years then ended, the recognized shares of profit of associates accounted for using the equity method of these investee companies constituted 1.01% and 1.26% of the consolidated total profit before tax, respectively.
United Integrated Services Co., Ltd. has additionally prepared its parent-company-only financial statements as of and for the years ended December 31, 2020 and 2019, on which we have issued an unmodified opinion with the Emphasis of Matter or Other Matter paragraph.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In our judgment, the key audit matters we communicated in the auditors' report were as follows:
1. Revenue recognition
For the accounting policies related to revenue recognition, please refer to Note 4 (o) "Revenue recognition"; for uncertainty of accounting estimates and assumption for revenue recognition, please refer to Note 5 (b) "Revenue recognition"; for information of revenue recognition, please refer to Note 6 (u) "Revenue from contracts with customers" to the consolidated financial statements.
Description of Key Audit Matter:
The Group recognizes construction contract revenue by percentage of completion method. The percentage of completion is based on the contract costs incurred as of the financial statements reporting date, representing the percentage of the estimated total contract costs. Because construction contract accounting involves a high level of estimation and judgment, revenue recognition has been identified as one of the key audit matters for our audit.
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures included testing the effectiveness of the internal control related to the timing and precision of revenue recognition. Through sampling and reviewing new construction contracts and related documents throughout the Group's reporting period, we obtained annual project revenue statistics and validated the correctness of revenue recognized on the projects.
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2. Accounts receivable impairment assessment
For the accounting policies related to the impairment assessment of accounts receivable, please refer to Note 4 (g) "Financial instruments"; for uncertainty of accounting estimates and assumption for the impairment assessment of accounts receivable, please refer to Note 5 (a) "Impairment assessment of accounts receivable"; for information of the impairment assessment of accounts receivable, please refer to Note 6 (c) "Notes and accounts receivable" to the consolidated financial statements.
Description of Key Audit Matter:
The Group recognized expected credit loss in accordance with the Group's policy of allowance for accounts receivable, and established its estimation based on its clients' credit risk, historical experiences of credit loss, and rational expectation of future economic conditions. Since the accounting of expected credit loss of accounts receivable involves a high level of estimation and judgment, the impairment assessment of accounts receivable has been identified as one of the key audit matters for our audit.
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures included: (i) understanding the accounting policies of the impairment assessment of notes and trade receivables; (ii) implementing sampling procedures to examine the accuracy of accounts receivable aging report; (iii) analyzing the changes of the aging of accounts receivable in each period; (iv) examining historical collection records; (v) examining subsequent collection status to evaluate the reasonableness of the Group's recognition of allowance for impairment loss.
3. Financial instruments assessment
For the accounting policies related to the assessment of financial instruments, please refer to Note 4 (g) "Financial Instruments"; for uncertainty of accounting estimates and judgments for fair value of financial instruments, please refer to Note 5 (c) "Fair value of financial instruments"; for information of the fair value of financial instruments, please refer to Note 6 (x) "Fair value hierarchy information" to the consolidated financial statements.
Description of Key Audit Matter:
The accounting of the assessment of financial instruments involves a high level of estimation and judgment. Therefore, the assessment of financial instruments has been identified as one of the key audit matters for our audit.
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures included: (i) testing the investment cycle and related financial reporting procedures, involving measurements and the internal control of financial reporting disclosures. (ii) assessing the reasonableness of valuation techniques of the financial assets measured at fair value without active market prices, including testing valuation models and inspecting the significant unobservable inputs to ensure that the applied valuation techniques were in accordance with IFRS 13 “Fair Value Measurement”.
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Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRIC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Group's financial reporting process.
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
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related disclosures made by the management.
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Conclude on the appropriateness of the management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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- Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Tzu-Hui, Lee and Jung-Lin, Lee.
KPMG
Taipei, Taiwan (Republic of China) March 23, 2021
Notes to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ audit report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and consolidated financial statements, the Chinese version shall prevail.
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(English Translation of Consolidated Financial Statements Originally Issued in Chinese) UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Consolidated Balance Sheets December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollar)
| Assets Current assets: 1100 Cash and cash equivalents (note6(a)) 1110 Current financial assets measured at fair value through profit or loss (note6(b)(x)) 1140 Current contract assets (note6(u)) 1150 Notes receivable, net (note6(c)) 1170 Accounts receivable, net (note6(c)(u) and 12) 1220 Current tax assets 130X Inventories (note6(d)) 1410 Prepayments (note6(e)) 1470 Other current assets (note6(l)) Total current assets Non-current assets: 1510 Non-current financial assets measured at fair value through profit or loss (note6(f)(x)) 1517 Non-current financial assets measured at fair value through other comprehensive income (note6(g)(x)) 1550 Investments accounted for using equity method (note6(h)) 1600 Property, plant and equipment (note6(i)) 1755 Right-of-use assets (note6(j)) 1780 Intangible assets (note6(k)) 1840 Deferred tax assets (note6(r)) 1900 Other non-current assets (note6(l)、8 and 9) Total non-current assets Total assets |
December 31, 2020 Amount % $ 8,501,567 32 499,890 2 2,246,005 8 7,383 - 7,137,679 26 - - 51,459 - 789,921 3 3,717,894 14 |
December 31, 2019 Amount % 6,391,222 28 214,179 1 1,680,082 7 117,359 1 4,786,032 21 14,485 - 37,697 - 1,192,905 5 4,720,264 20 19,154,225 83 6,347 - 2,051,779 9 837,973 4 778,132 3 59,443 - 2,705 - 156,384 1 38,348 - 3,931,111 17 23,085,336 100 Liabilities and Equity Current liabilities: 2130 Current contract liabilities (note6(u)) 2150 Notes payable (note6(x)) 2160 Notes payable-related parties (note6(x) and 7) 2170 Accounts payable (note6(x)) 2180 Accounts payable-related parties (note6(x) and 7) 2220 Other payables-related parties (note7 and 12) 2230 Current tax liabilities 2250 Current provisions (note6(n)) 2280 Current lease liabilities (note6(j)(p)(x)) 2300 Other current liabilities (note6(o)(q)(x)) Total current liabilities Non-Current liabilities: 2550 Non-current provisions (note6(q)) 2570 Deferred tax liabilities (note6(r)) 2580 Non-current lease liabilities (note6(j)(p)(x)) 2645 Guarantee deposits received (note6(x)) Total non-current liabilities Total liabilities 31XX Equity attributable to owners of parent (note6(g)(s)): 3100 Common stock 3200 Capital surplus Retained earnings: 3310 Legal reserve 3350 Unappropriated earnings 3400 Other equity Total equity attributable to owners of parent 36XX Non-controlling interests Total equity Total liabilities and equity |
Amount | Amount |
|---|---|---|---|---|
22,951,798 85 |
||||
16,312,842 60 |
13,938,252 61 |
|||
6,805 - 1,958,718 7 849,145 3 790,818 3 192,323 1 3,353 - 165,079 1 130,528 - |
||||
326,982 1 95,643 - 149,400 1 12,182 - |
288,952 2 102,607 - 10,141 - 7,571 - |
|||
584,207 2 |
409,271 2 |
|||
16,897,049 62 |
14,347,523 63 |
|||
1,905,867 7 |
1,905,867 8 |
|||
368,144 1 |
373,561 2 |
|||
4,096,769 15 |
||||
2,015,786 7 4,866,403 18 |
1,730,497 6 3,625,577 16 |
|||
6,882,189 25 |
5,356,074 22 |
|||
847,854 4 |
931,964 4 |
|||
10,004,054 37 |
8,567,466 36 |
|||
147,464 1 |
170,347 1 |
|||
10,151,518 38 |
8,737,813 37 |
|||
$ 27048567 100 |
23085336 100 |
|||
| $ 27,048,567 100 |
,, |
,, |
December 31, 2020 December 31, 2019
See accompanying notes to consolidated financial statements.
6
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Consolidated Statements of Comprehensive Income For the years ended December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollar, Except Earnings Per Share)
| 4000 Operating Revenues (note6(u) and 7): 4520 Construction revenue 4600 Service and design revenue etc. Operating revenues, net 5000 Operating costs (note6(d)(k)(p)(q)(v), 7 and 12): 5520 Construction cost 5600 Service and design cost etc. Total operating costs Gross profit from operations Operating expenses (note6(c)(k)(p)(q)(v),7 and 12): 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Expected credit (gains) losses Total operating expenses Net operating income Non-operating income and expenses: 7010 Other income (note6(b)(g)(w) and 7) 7020 Other gains and losses (note6(w) and 7) 7100 Interest income (note6(w)) 7510 Interest expense (note6(p)(w) and 7) 7370 Share of profit of associations and joint ventures accounted for using equity method (note6(h)) Total non-operating income and expenses 7900 Net income from continuing operations before tax 7950 Less: Income tax expenses (note6(r)) 8200 Net income 8300 Other comprehensive income(note6(g)(q)(r)(s)): 8310 Items that may not be reclassified subsequently to profit or loss: 8311 Gains (losses) on remeasurements of defined benefit plans 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income 8320 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss 8349 Less: Income tax related to components of other comprehensive income that will not be reclassified to profit or loss Items that may not be reclassified subsequently to profit or loss 8360 Items that may be reclassified subsequently to profit or loss: 8361 Exchange differences on translation of foreign operation 8370 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss 8399 Less: Income tax related to components of other comprehensive income that will be reclassified to profit or loss Items that may be reclassified subsequently to profit or loss 8300 Other comprehensive income 8500 Comprehensive income Profit attributable to: 8610 Shareholders of the Company 8620 Non-controlling interests Comprehensive income attributable to: 8710 Shareholders of the Company 8720 Non-controlling interests 9750 Basic earnings per share (in dollars)(note6(t)) 9850 Diluted earnings per share (in dollars)(note6(t)) |
2020 | % 99 1 |
2019 | % 98 2 |
|---|---|---|---|---|
| Amount $ 35,630,541 206,101 |
Amount 23,516,033 404,600 |
|||
35,836,642 |
100 |
23,920,633 |
100 | |
30,084,477 68,019 |
84 - |
19,362,693 206,700 |
81 1 |
|
30,152,496 |
84 |
19,569,393 |
82 | |
5,684,146 |
16 |
4,351,240 |
18 | |
37,216 1,002,471 34,723 (10,910) |
- 3 - - |
33,759 817,208 35,100 57,875 |
- 4 - - |
|
1,063,500 |
3 |
943,942 |
4 | |
4,620,646 |
13 |
3,407,298 |
14 | |
90,646 222,236 104,428 (7,600) 51,446 |
- 1 - - - |
187,448 (59,617) 154,532 (7,168) 46,896 |
1 - 1 - - |
|
461,156 |
1 |
322,091 |
2 | |
5,081,802 990,470 |
14 3 |
3,729,389 835,508 |
16 4 |
|
4,091,332 |
11 |
2,893,881 |
12 | |
(37,279) (93,061) 261 (7,456) |
- - - - |
47,955 414,818 (773) 9,591 |
- 2 - - |
|
(122,623) |
- |
452,409 |
2 | |
11,483 1,057 1,974 |
- - - |
(57,644) (8,431) (9,921) |
- - - |
|
10,566 |
- |
(56,154) |
- | |
(112,057) |
- |
396,255 |
2 | |
$ 3,979,275 |
11 |
3,290,136 |
14 | |
$ 4,033,304 58,028 |
11 - |
2,815,298 78,583 |
12 - |
|
$ 4,091,332 |
11 |
2,893,881 |
12 | |
$ 3,919,632 59,643 |
11 - |
3,219,592 70,544 |
14 - |
|
$ 3,979,275 |
11 |
3,290,136 |
14 | |
$ |
21.16 |
14.77 | ||
| $ | 20.83 | 14.57 |
See accompanying notes to consolidated financial statements.
7
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Consolidated Statements of Changes in Equity For the years ended December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollar)
| Balance at January 1, 2019 A1 Net income D1 Other comprehensive income D3 Total comprehensive income D5 Appropriation and distribution of retained earnings: Legal reserve B1 Special reserve B3 Cash dividends B5 Other changes in capital surplus: Changes in equity of associates and joint ventures accounted for using equity method C7 Changes in non-controlling interests O1 Balance on December 31, 2019 Z1 Net income D1 Other comprehensive income D3 Total comprehensive income D5 Appropriation and distribution of retained earnings: Legal reserve B1 Cash dividends B5 Other changes in capital surplus: Changes in equity of associates and joint ventures accounted for using equity method C7 Changes in non-controlling interests O1 Balance on December 31, 2020 Z1 |
Equity attributable to owners of parent | Equity attributable to owners of parent | Equity attributable to owners of parent | Non-controlling interests |
Total equity | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Capital surplus |
Retained | earnings | Other equity | Total equity attributable to owners of parent |
|||||||
| Exchange differences on translation of foreign operations |
Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income |
Total other equity |
||||||||||
| Common stock | Legal reserve |
Special reserve |
Unappropriated retained earnings |
Total retained earnings |
||||||||
| $ 1,905,867 | 374,156 | 1,515,740 |
112,888 | 2,780,424 | 4,409,052 |
(63,488) | 628,749 | 565,261 |
7,254,336 |
232,429 | 7,486,765 |
|
- - |
- - |
- - |
- - |
2,815,298 37,591 |
2,815,298 37,591 |
- (48,115) |
- 414,818 |
- 366,703 |
2,815,298 404,294 |
78,583 (8,039) |
2,893,881 396,255 |
|
- |
- | - | - | 2,852,889 |
2,852,889 |
(48,115) |
414,818 |
366,703 |
3,219,592 |
70,544 |
3,290,136 |
|
| - - - - - |
- - - (595) - |
214,757 - - - - |
- (112,888) - - - |
(214,757) 112,888 (1,905,867) - - |
- - (1,905,867) - - |
- - - - - |
- - - - - |
- - - - - |
- - (1,905,867) (595) - |
- - - - (132,626) |
- - (1,905,867) (595) (132,626) |
|
| 1,905,867 | 373,561 | 1,730,497 |
- | 3,625,577 | 5,356,074 |
(111,603) | 1,043,567 | 931,964 |
8,567,466 |
170,347 |
8,737,813 |
|
- - |
- - |
- - |
- - |
4,033,304 (29,562) |
4,033,304 (29,562) |
- 8,951 |
- (93,061) |
- (84,110) |
4,033,304 (113,672) |
58,028 1,615 |
4,091,332 (112,057) |
|
- |
- | - | - | 4,003,742 |
4,003,742 |
8,951 |
(93,061) |
(84,110) |
3,919,632 |
59,643 |
3,979,275 |
|
| - - - - |
- - (5,417) - |
285,289 - - - |
- - - - |
(285,289) (2,477,627) - - |
- (2,477,627) - - |
- - - - |
- - - - |
- - - - |
- (2,477,627) (5,417) - |
- - - (82,526) |
- (2,477,627) (5,417) (82,526) |
|
| $ 1,905,867 |
368,144 | 2,015,786 |
- | 4,866,403 | 6,882,189 | (102,652) | 950,506 | 847,854 | 10,004,054 | 147,464 |
10,151,518 |
See accompanying notes to consolidated financial statements.
8
(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Consolidated Statements of Cash Flows
For the years ended December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollar)
| AAAA Cash flows from (used in) operating activities: A10000 Income before income tax A20000 Adjustments: A20010 Adjustments to reconcile profit (loss): A20100 Depreciation expense A20200 Amortization expense A20300 Expected credit (gain) loss A20400 Net profit on financial assets measured at fair value through profit or loss A20900 Interest expense A21200 Interest income A21300 Dividend income A22300 Share of profit of associates and joint ventures accounted for using equity method A22500 Gain on disposal of property, plant and equipment A20010 Total adjustments to reconcile loss A30000 Changes in operating assets and liabilities: A31000 Changes in operating assets: A31125 (Increase) decrease in current contract assets A31130 Decrease in notes receivable A31150 Increase in accounts receivable A31200 (Increase) decrease in inventories A31230 Decrease in prepayments A31240 Decrease in other current assets A31000 Subtotal of changes in operating assets A32000 Changes in operating liabilities: A32125 Increase (decrease) in current contract liabilities A32130 Increase (decrease) in notes payable A32140 Increase (decrease) in notes payable-related parties A32150 Increase in accounts payable A32160 Increase in accounts payable-related parties A32200 Increase in current provisions A32230 Increase in other current liabilities A32240 Increase in net defined benefit liability A32000 Subtotal of changes in operating liabilities A30000 Total changes in operating assets and liabilities A20000 Total adjustments A33000 Cash inflow generated from operations A33100 Interest received A33300 Interest paid A33500 Income taxes paid AAAA Net cash flows from operating activities BBBB Cash flows from (used in) investing activities: B00100 Acquisition of financial assets at fair value through profit or loss B01800 Acquisition of investments accounted for using equity method B02700 Acquisition of property, plant and equipment B02800 Proceeds from disposal of property, plant and equipment B03700 Decrease in guarantee deposits paid B04500 Acquisition of intangible assets B06500 Decrease (increase) in other financial assets B06700 Increase in other non-current assets B07600 Dividends received BBBB Net cash flows from (used in) investing activities CCCC Cash flows from (used in) financing activities: C03100 Increase (decrease) in guarantee deposits received Payment of lease liabilities C04500 Cash dividends paid C05800 Changes in non-controlling interests CCCC Net cash flows used in financing activities DDDD Effect of exchange rate changes on cash and cash equivalents EEEE Net increase (decrease) in cash and cash equivalents E00100 Cash and cash equivalents at beginning of period E00200 Cash and cash equivalents at end of period |
2020 $ 5,081,802 48,713 1,475 (10,910) (285,777) 7,600 (104,428) (43,697) (51,446) (2,705) |
2019 3,729,389 40,948 3,802 57,875 (52,933) 7,168 (154,532) (93,980) (46,896) (2,390) |
|---|---|---|
(441,175) |
(240,938) |
|
(565,923) 109,976 (2,343,639) (13,762) 402,984 47,506 |
495,923 464,384 (1,014,631) 1,536 260,871 96,298 |
|
(2,362,858) |
304,381 |
|
750,658 48,191 5,983 1,298,839 136,339 2,665 173,059 751 |
(427,973) (227,356) (38,960) 1,419,886 14,923 3,389 201,156 2,492 |
|
| 2,416,485 | 947,557 |
|
53,627 |
1,251,938 |
|
(387,548) |
1,011,000 |
|
4,694,254 110,788 (1,302) (1,030,009) |
4,740,389 157,461 (870) (813,961) |
|
3,773,731 |
4,083,019 |
|
(392) - (39,100) 6,948 5,828 (1,456) 954,785 (104,941) 79,872 |
(10,139) (99,449) (6,972) 4,143 94,821 (1,823) (3,045,311) (1,906) 457,051 |
|
901,544 |
(2,609,585) |
|
4,611 (21,066) (2,477,627) (82,526) |
(1,231) (14,530) (1,905,867) (132,626) |
|
(2,576,608) |
(2,054,254) |
|
11,678 2,110,345 6,391,222 |
(57,256) (638,076) 7,029,298 |
|
$ 8,501,567 |
6,391,222 |
See accompanying notes to consolidated financial statements.
9
(English Translation of Consolidated Financial Statements Originally Issued in Chinese) UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollar, Unless Otherwise Specified)
(1) Company history
United Integrated Services Co., Ltd. (hereinafter referred to as the “Company”) was incorporated as a limited company under the provisions of the Ministry of Economic Affairs, R.O.C on September 13, 1982, as United Technology And Engineering Co., Ltd.. The Company reincorporated as United Linkfast Co., Ltd. on March 14, 1990. On October 30, 1990, the Company merged with Linkfast System Co., Ltd. The surviving company was United Linkfast Co., Ltd., and renamed as United Integrated Services Co., Ltd. on May 29, 2002. The registered address of the Company was 6F., No.297 Sec.6, Roosevelt Rd., Wenshan Dist., Taipei City, Taiwan (R.O.C). On July 29, 2003, the Company merged with TAI QUN Technology Co., Ltd. through the cash consideration method. The surviving company was United Integrated Services Co., Ltd..
The Company and its subsidiaries (collectively referred hereinafter as the “Group”) are primarily engaged in: (1) contracting various running water projects, instrumental control projects, refrigerating and air conditioning projects, installation of clean rooms and the related transactions and manufacturing of supplies. (2) Traffic surveillance & control system engineering building, factory computer control monitoring systems, engineering environment monitoring systems, the design and installation of engineering toll collection systems and related supply transactions. (3) Various electrical and mechanical engineering contracts for transmission and distribution of electric power. (4) The design, installation, maintenance and trading of related equipment of various computerized automatic engineering monitoring systems. (5) Contracting of various computer and communication system integration projects and the manufacturing and trading of related software and hardware. (6) Installation and design of controlling equipment in computer rooms. (7) Technical advisory services for planning and designing of projects. (8) Importing restrained telecom radio frequency equipment.
Han Tai Investment Co., Ltd. (Han Tai Investment), was incorporated according to the "Company Act" endorsed by the Ministry of Economic Affairs (R.O.C.) on March 26, 1998. The Company was primarily engaged in investments in domestic and foreign technology industries and investments in domestic general manufacturing industries. On November 2017, Han Tai Investment's board of directors resolved to liquidate. The liquidation carried out in February 2019.
United Integrated Services (British Virgin Islands) Ltd. (UIS BVI), a holding company established in the third place in accordance to relevant laws of Republic of China, was established in accordance with the British Virgin Islands International Business Law on October 31, 2001. The company is engaged in investing in Su Yuan (Shanghai) Trading Ltd. and Suzhou Han Tai System Integrated Ltd., trading various engineering equipment and participating in installation projects. On August 2012, UIS BVI invested in Beijing Han He Tang Medical Instrument Ltd. and engaged in businesses such as distribution and agency services for medical devices.
On September 18, 2003, Jiangxi United Integrated Services Ltd. was incorporated as a limited company under the Ministry of Commerce of the People's Republic of China and the Jiangxi Provincial Administration of Industry and Commerce. The company mostly engages in is pipeline equipment installation projects.
On January 25, 2011, Singapore United System Integrated Services Ltd. was incorporated as a limited company under the Singapore Accounting & Corporate Regulatory Authority. The company mainly
(Continued)
10
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
engages in the construction of clean rooms.
On June 3, 2020, Hanxuan Energy Co., Ltd. (Hanxuan Energy) was incorporated as a company limited by shares under the Taipei City Government. The major business activities of the company are the self-usage power generation equipment utilizing renewable energy and energy technical services.
On September 1, 2020, Hunter Energy Co., Ltd. (Hunter Energy) was incorporated as a company limited by shares under the New Taipei City Government. The major business activities of the company are the self-usage power generation equipment utilizing renewable energy and energy technical services.
On November 30, 2020, UNITED INTEGRATED SERVICES (USA) CORP. (UIS(USA)) was incorporated as a company limited by shares under the Arizona Corporation Commision. The major business activities of the company are: (1) electrical and clean room installation construction, as well as, the related transactions of supplies. (2) Technical advisory services for planning and designing of projects.
For the years ended December 31, 2020 and 2019, the composition of the consolidated financial statements includes the Company, its subsidiaries (the Group), and the affiliates of the Group in the associates. Please refer to note 4 (c) for the main operation items of the Group.
(2) Approval date and procedures of the consolidated financial statements
These consolidated financial statements were authorized for issuance by the Board of Directors on March 23, 2021.
(3) New standards, amendments and interpretations adopted:
- (a) The impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C. (“FSC”) which have already been adopted.
The Group has initially adopted the following new amendments, which do not have a significant impact on its consolidated financial statements, from January 1, 2020:
-
Amendments to IFRS 3 “Definition of a Business”
-
Amendments to IFRS 9, IAS39 and IFRS7 “Interest Rate Benchmark Reform”
-
Amendments to IAS 1 and IAS 8 “Definition of Material”
-
Amendments to IFRS 16 “COVID-19-Related Rent Concessions”
-
(b) The impact of IFRS issued by the FSC but not yet effective
The Group assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2021, would not have a significant impact on its consolidated financial statements:
-
Amendments to IFRS 4 “Extension of the Temporary Exemption from Applying IFRS 9”
-
Amendments to IFRS 9, IAS39, IFRS7, IFRS 4 and IFRS 16 “Interest Rate Benchmark Reform - ” Phase 2
(Continued)
11
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
- (c) The impact of IFRS issued by IASB but not yet endorsed by the FSC
The following new and amended standards, which may be relevant to the Group, have been issued by the International Accounting Standards Board (IASB), but have yet to be endorsed by the FSC:
Standards or Effective date per Interpretations Content of amendment IASB Amendments to IFRS 10 and The amendments address an Effective date to IAS 28 “Sale or acknowledged inconsistency between be determined by Contribution of Assets the requirements in IFRS 10 and those IASB Between an Investor and in IAS 28 (2011) in dealing with the Its Associate or Joint sale or contribution of assets Venture ” between an investor and its associate or joint venture. The main consequence of the amendments is that a full gain or loss is recognized when a transaction involves a business (whether it is housed in a subsidiary or not). A partial gain or loss is recognized when a transaction involves assets that do not constitute a business, even if these assets are housed in a subsidiary. Amendments to IAS 37 The amendments clarify that the January 1, 2022 “ - ‘ Onerous Contracts Cost costs of fulfilling a contract' of Fulfilling a Contract” comprises the costs that relate directly to the contract as follows:
– ● the incremental costs e.g. direct labor and materials; and
● an allocation of other direct costs – e.g. an allocation of the depreciation charge for an item of property, plant and equipment used in fulfilling the contract.
The Group is evaluating the impact of its initial adoption of the abovementioned standards or interpretations on its consolidated financial position and consolidated financial performance. The results thereof will be disclosed when the Group completes its evaluation.
The Group does not expect the following other new and amended standards, which have yet to be endorsed by the FSC, to have a significant impact on its consolidated financial statements:
- IFRS 17 “ Insurance Contracts” and amendments to IFRS 17 “ Insurance Contracts”
(Continued)
11
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
-
Amendments to IAS 1 “Classification of Liabilities as Current or Non-current”
-
“ - ”
-
● Amendments to IAS 16 Property, Plant and Equipment Proceeds before Intended Use
-
Annual Improvements to IFRS Standards 2018-2020
-
Amendments to IFRS 3 “Reference to the Conceptual Framework”
-
Amendments to IAS 1 “Disclosure of Accounting Policies”
(Continued)
12
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- Amendments to IAS 8 “Definition of Accounting Estimates”
(4) Summary of significant accounting policies
The significant accounting policies presented in the consolidated financial statements are summarized below. Except for those specifically indicated, the following accounting policies were applied consistently throughout the periods presented in the consolidated financial statements.
(a) Statement of compliance
These consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (hereinafter referred to as “the Regulations ”) and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations endorsed and issued into effect by the Financial Supervisory Commission, R.O.C..
(b) Basis of preparation
- (i) Basis of measurement
Except for the following significant accounts, the consolidated financial statements have been prepared on a historical cost basis:
-
1) Financial instruments measured at fair value through profit or loss are measured at fair value;
-
2) Financial assets measured at fair value through other comprehensive income are measured at fair value;
-
3) The defined benefit liabilities are measured at fair value of the plan assets less the present value of the defined benefit obligation.
-
(ii) Functional and presentation currency
The functional currency of each Group entity is determined based on the primary economic environment in which the entity operates. The consolidated financial statements are presented in New Taiwan Dollar (NTD), which is the Company's functional currency. All financial information presented in NTD has been rounded to the nearest thousand.
(c) Basis of consolidation
- (i) Principles of preparation of consolidated financial statements
The consolidated financial statements comprise the Company and subsidiaries. The financial statements of the subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. Intragroup balances and transactions, and any unrealized income and expenses arising from Intragroup transactions, are eliminated in preparing the consolidated financial statements. The Group attributes the profit or loss and each component of other comprehensive income to the owners of the parent and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.
(Continued)
13
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
When necessary, adjustments are made to the financial statements of the subsidiaries to bring their accounting policies into line with those used by the Group.
Changes in the Group's ownership interest in a subsidiary that do not result in the loss of control are accounted for as equity transactions.
- (ii) List of the subsidiaries in the consolidated financial statements
| Name of investor |
Name of subsidiary | Principal activity | Shareholding | Shareholding | Description |
|---|---|---|---|---|---|
| December 31, 2020 |
December 31, 2019 |
||||
| The Company The Company The Company The Company The Company The Company United Integrated Services BVI United Integrated Services BVI United Integrated Services BVI |
United Integrated Services BVI Jiangxi United Integrated Services Ltd. Singapore United Integrated Services Ltd. Hanxuan Energy Co., Ltd. (note) Hunter Energy Co., Ltd. (note) UNITED INTEGRATED SERVICES (USA) CORP. (note) Su Yuan (Shanghai) Trading Ltd. Suzhou Han Tai System Integrated Ltd Beijing Han He Tang Medical Instrument Ltd. |
Investment Business Electromechanical business and pipeline engineering business Clean room construction self-usage power generation equipment utilizing renewable energy and energy technical services self-usage power generation equipment utilizing renewable energy and energy technical services Clean room construction Selling semiconductors, clean rooms and electromechanical equipment Construction hardware materials production and sales Distribution agency for medical equipment, import and export of goods, after-sales service |
100% 75% 100% 100% 100% 100% 100% 100% 100% |
100% 75% 100% - % - % - % 100% 100% 100% |
Subsidiary of the Company Subsidiary of the Company Subsidiary of the Company Subsidiary of the Company Subsidiary of the Company Subsidiary of the Company Subsidiary of United Integrated Services BVI Subsidiary of United Integrated Services BVI Subsidiary of United Integrated Services BVI |
Note: It has not been in operation yet.
All of subsidiaries included in the consolidated financial statements.
(d) Foreign currencies
(i) Foreign currency transactions
Transactions in foreign currencies are translated into the respective functional currencies of Group entities at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period, monetary items denominated in foreign currencies are translated into the functional currencies using the exchange rate at that date. Non-monetary items
(Continued)
14
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
denominated in foreign currencies that are measured at fair value are translated into the functional currencies using the exchange rate at the date that the fair value was determined. Non-monetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the transaction.
Exchange differences are generally recognized in profit or loss, except for those differences relating to the following, which are recognized in other comprehensive income:
-
1) an investment in equity securities designated as at fair value through other comprehensive income;
-
2) a financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective; or
-
3) qualifying cash flow hedges to the extent that the hedges are effective.
-
(ii) Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into the presentation currency at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into the presentation currency at the average exchange rate. Exchange differences are recognized in other comprehensive income.
When a foreign operation is disposed of such that control, significant influence, or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Group disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interests. When the Group disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.
When the settlement of a monetary receivable from or payable to a foreign operation is neither planned nor likely to occur in the foreseeable future, Exchange differences arising from such a monetary item that are considered to form part of the net investment in the foreign operation are recognized in other comprehensive income.
-
(e) Classification of current and non-current assets and liabilities
-
(i) An asset is classified as current under one of the following criteria, and all other assets are classified as non-current.
-
1) It is expected to be realized, or intended to be sold or consumed, in the normal operating cycle;
-
2)
-
3)
-
-
It is held primarily for the purpose of trading;
-
It is expected to be realized within twelve months after the reporting period; or
-
4) The asset is cash or a cash equivalent (as defined in IAS 7) unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the
(Continued)
15
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
reporting period.
-
(ii) A liability is classified as current under one of the following criteria, and all other liabilities are classified as non-current.
-
An entity shall classify a liability as current when:
-
1) It is expected to be settled in the normal operating cycle;
-
2) It is held primarily for the purpose of trading;
-
3) It is due to be settled within twelve months after the reporting period; or
-
4) The Group does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by issuing equity instruments do not affect its classification.
(iii) Other
The Group is mainly engaged in the planning, designation and construction contracting of various projects. Its business cycle is about three to five years. Due to assets and liabilities related to the engineering business, are based on operating cycle as the standard for dividing current or non-current.
- (f) Cash and cash equivalents
Cash comprises cash on hand and demand deposits. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in fair value. The definition of time deposit within 3 months is similar to that of cash equivalent; however, the purpose of holding time deposit is for short term cash commitment rather than investment.
-
(g) Financial instruments
-
(i) Financial assets
On initial recognition, a financial asset is classified as measured at: amortized cost; FVOCI – equity investment; or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.
- 1) Financial assets measured at amortized cost
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:
-
‧ it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
-
‧ its contractual terms give rise on specified dates to cash flows that are solely payments
(Continued)
16
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
of principal and interest on the principal amount outstanding.
These assets are subsequently measured at amortized cost, which is the amount at which the financial asset is measured at initial recognition, plus/minus, the cumulative amortization using the effective interest method, adjusted for any loss allowance. Interest income, foreign exchange gains and losses, as well as impairment, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.
- 2) Fair value through other comprehensive income (FVOCI )
On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment's fair value in other comprehensive income. This election is made on an instrument-by-instrument basis.
Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.
Dividend income is recognized in profit or loss on the date on which the Group's right to receive payment is established.
- 3) Fair value through profit or loss (FVTPL)
All financial assets not classified as amortized cost or FVOCI described as above are measured at FVTPL. On initial recognition, the Group may irrevocably designate a financial asset, which meets the requirements to be measured at amortized cost or at FVOCI, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.
- 4) Business model assessment
The Group makes an assessment of the objective of the business model in which a financial asset is held at portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes:
-
‧ the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management's strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realizing cash flows through the sale of the assets;
-
‧ how the performance of the portfolio is evaluated and reported to the Group's management;
-
‧ the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;
(Continued)
17
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- ‧ the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity.
Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, and are consistent with the Group's continuing recognition of the assets.
Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.
- 5) Impairment of financial assets
The Group recognizes loss allowances for expected credit losses (ECL) on financial assets measured at amortized cost (including cash and cash equivalents, notes and accounts receivable, other receivable, guarantee deposit paid and other financial assets), debt investments measured at FVOCI, accounts receivable and contract assets.
Loss allowance for trade receivables and contract assets are always measured at an amount equal to lifetime ECL.
Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.
The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Group's historical experience and informed credit assessment as well as forward-looking information.
The Group considers a financial asset to be in default when the financial asset is more than a year past due, or the debtor is unlikely to pay its credit obligations to the Group in full.
ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e the difference between the cash flows due to the Group in accordance with the contract and the cash flows that the Group expects to receive). ECLs are discounted at the effective interest rate of the financial asset.
At each reporting date, the Group assesses whether financial assets carried at amortized cost and debt securities at FVOCI are credit-impaired. A financial asset is ‘credit-impaired' when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired includes the following observable data:
‧ significant financial difficulty of the borrower or issuer;
- ‧ a breach of contract such as a default or being more than a year past due;
(Continued)
18
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- ‧ the disappearance of an active market for a security because of financial difficulties.
Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.
The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For corporate customers, the Group individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Group expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group's procedures for recovery of amounts due.
6)
Derecognition of financial assets
The Group derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
The Group enters into transactions whereby it transfers assets recognized in its statement of balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized.
(ii) Financial liabilities
1) Financial liabilities
Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.
2) Derecognition of financial liabilities
The Group derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Group also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
On derecognition of a financial liability, the difference between the carrying amount of a financial liability extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
- 3) Offsetting of financial assets and liabilities
Financial assets and financial liabilities are offset and the net amount presented in the statement of balance sheet when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis
(Continued)
19
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
or to realize the asset and settle the liability simultaneously.
(h) Inventories
The cost of inventories consists of all costs of purchase, conversion, and other costs incurred in bringing the inventories to their present location and condition. The cost of inventories includes an appropriate share of fixed production overhead based on normal capacity and allocated variable production overhead based on actual output. However, unallocated fixed production overhead arising from lower or idle capacity is recognized in cost of goods sold during the period. If actual capacity is higher than normal capacity, fixed production overhead should be allocated based on actual capacity. The method of valuing inventories is the weighted average method.
Inventories are measured at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses at the end of the period. When the cost of inventories is higher than the net realizable value, inventories are written down to net realizable value, and the write down amount is charged to current year's cost of goods sold. If net realizable value increases in the future, the cost of inventories is reversed within the original write down amount, and such reversal is treated as a reduction of cost of goods sold.
(i) Investment in associates
Associates are those entities in which the Group has significant influence, but not control or joint control, over their financial and operating policies.
Investments in associates are accounted for using the equity method and are recognized initially at cost. The cost of the investment includes transaction costs. The carrying amount of the investment in associates includes goodwill arising from the acquisition less any accumulated impairment losses.
The consolidated financial statements include the Group's share of the profit or loss and other comprehensive income of those associates, after adjustments to align their accounting policies with those of the Group, from the date on which significant influence commences until the date on which significant influence ceases. The Group recognizes any changes of its proportionate share in the investee within capital surplus, when an associate's equity changes due to reasons other than profit and loss or comprehensive income, which did not result in changes in actual significant influence.
Gains and losses resulting from transactions between the Group and an associate are recognized only to the extent of unrelated Group's interests in the associate.
When the Group's share of losses of an associate equals or exceeds its interests in an associate, it discontinues recognizing its share of further losses. After the recognized interest is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.
-
(j) Property, plant and equipment
-
(i) Recognition and measurement
Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less accumulated depreciation and any accumulated impairment losses.
If significant parts of an item of property, plant and equipment have different useful lives, they
(Continued)
20
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
are accounted for as separate items (major components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.
- (ii) Subsequent expenditure
Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.
- (iii) Depreciation
Depreciation is calculated on the cost of an asset less its residual value and is recognized in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment.
Land is not depreciated.
The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:
| The estimated useful lives of property, periods are as follows: |
plant and equipment for c |
|---|---|
| Buildings | 5~50 years |
| Machinery | 3~7 years |
| Plant equipment | 3~50 years |
| Transportation equipment | 3~7 years |
| Office equipment | 3~10 years |
| Leasehold improvements | 5 years |
Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
-
(k) Leases
-
(i) Identifying a lease
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether:
-
1) the contract involves the use of an identified asset – this may be specified explicitly or implicitly, and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified; and
-
2) the customer has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and
-
3) the customer has the right to direct the use of the asset throughout the period of use only if either:
(Continued)
21
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
-
the customer has the right to direct how and for what purpose the asset is used throughout the period of use; or
-
the relevant decisions about how and for what purpose the asset is used are predetermined and:
-
- the customer has the right to operate the asset throughout the period of use, without the supplier having the right to change those operating instructions; or
-
- the customer designed the asset in a way that predetermines how and for what purpose it will be used throughout the period of use.
(ii) As a lessee
The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Group's incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.
Lease payments included in the measurement of the lease liability comprise the following:
-
-
-
fixed payments, including in-substance fixed payments;
-
- variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
-
- amounts expected to be payable under a residual value guarantee; and
-
- payments for purchase or termination options that are reasonably certain to be exercised.
The lease liability is measured at amortized cost using the effective interest method. It is remeasured when:
-
-
-
there is a change in future lease payments arising from the change in an index or rate; or
-
-
-
-
-
there is a change in the Group's estimate of the amount expected to be payable under a residual value guarantee; or
-
there is a change in the lease term resulting from a change of its assessment on whether it
(Continued)
22
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
will exercise an option to purchase the underlying asset, or
-
- there is a change of its assessment on whether it will exercise a purchase, extension or termination option; or
-
-
-
there is any lease modifications
When the lease liability is remeasured, other than lease modifications, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.
When the lease liability is remeasured to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease, the Group accounts for the remeasurement of the lease liability by decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognize in profit or loss any gain or loss relating to the partial or full termination of the lease.
The Group presents right-of-use assets that do not meet the definition of investment and lease liabilities as a separate line item respectively in the statement of financial position.
The Group has elected not to recognize right-of-use assets and lease liabilities for short-term leases of office equipment that have a lease term of 12 months or less and leases of low-value assets, including IT equipment. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
(l) Intangible assets
- (i) Recognition and measurement
Other intangible assets, including computer software, that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortization and any accumulated impairment losses.
- (ii) Subsequent expenditure
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.
- (iii) Amortization
Amortization is calculated over the cost of the asset, less its residual value, and is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use.
The estimated useful lives for current and comparative periods are as follows:
Computer software 3~10 years
Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
(Continued)
23
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
(m) Impairment of non-financial assets
At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than inventories, contract assets, deferred tax assets and assets arising from employee benefits) to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. Goodwill is tested annually for impairment.
For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.
An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.
Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
(n) Provisions
A provision is recognized if, as a result of a past event, the Group has a present obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects the current market assessments of the monetary market time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance cost.
The Group shall provide one-thousandth of the total contract amounts for the completed project within one year of the period-end settlement for the project warranty reserve. When the actual expenditure occurs, the provision is reversed, and if there is a deficiency, it is listed as the annual expense.
A provision for onerous contracts is recognized when the expected benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Group recognizes any impairment loss on the assets associated with that contract.
- (o) Revenue Recognition
Revenue is measured based on the consideration to which the Group expects to be entitled in
(Continued)
23
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
exchange for transferring goods or services to a customer. The Group recognizes revenue when it
(Continued)
24
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
satisfies a performance obligation by transferring control of a good or a service to a customer. The accounting policies for the Group's main types of revenue are explained below.
(i) Sale of goods
The Group recognizes revenue when control of the products has transferred, being when the products are delivered to the customer, the customer has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customer's acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Group has objective evidence that all criteria for acceptance have been satisfied.
A receivable is recognized when the goods are delivered as this is the point in time that the Group has a right to an amount of consideration that is unconditional.
(ii) Consulting Services
The Group is engaged in providing construction consulting and design services. Revenue from providing services is recognized in the accounting period in which the services are rendered. For fixed price contracts, revenue is recognized based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided. The proportion of services provided is determined based on the surveys of work performed.
(iii) Construction contracts
The Group enters into contracts to design and install constructions. Because its customer controls the asset as it is being constructed, the Group recognizes revenue over time basis of the construction costs incurred to date as a proportion of the total estimated costs of the contract. The consideration promised in the contract includes fixed and variable amounts. Considering the progress of a public construction is highly susceptible to factors outside the Group's control and, therefore, completion bonus is usually constrained, the Group recognizes revenue only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur. If the Group has recognized revenue, but not issued a bill, then the entitlement to consideration is recognized as a contract asset. The contract asset is transferred to receivables when the entitlement to payment becomes unconditional.
If the Group cannot reasonably measure its progress towards complete satisfaction of the performance obligation of a construction contract, the Group shall recognize revenue only to the extent of the costs expected to be recovered.
A provision for onerous contracts is recognized when the Group expects the unavoidable costs of performing the obligations under a construction contract exceed the economic benefits expected to be received under the contract.
Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting increases or decreases in estimated revenues or costs are reflected in profit or loss in the period in which the circumstances that give rise to the revision
(Continued)
25
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
become known by management.
For constructions, the Group offers a standard warranty to provide assurance that they comply with agreed-upon specifications and has recognized warranty provisions for this obligation.
(p) Contract costs
- (i) Incremental costs of obtaining a contract
The Group recognizes as an asset the incremental costs of obtaining a contract with a customer if the Group expects to recover those costs. The incremental costs of obtaining a contract are those costs that the Group incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained. Costs to obtain a contract that would have been incurred regardless of whether the contract was obtained shall be recognized as an expense when incurred, unless those costs are explicitly chargeable to the customer regardless of whether the contract is obtained.
The Group applies the practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less.
- (ii) Costs to fulfil a contract
If the costs incurred in fulfilling a contract with a customer are not within the scope of another Standard (for example, IAS 2 Inventories, IAS 16 Property, Plant and Equipment or IAS 38 Intangible Assets), the Group recognizes an asset from the costs incurred to fulfil a contract only if those costs meet all of the following criteria:
-
‧The costs relate directly to a contract or to an anticipated contract that the Group can specifically identify;
-
‧The costs generate or enhance resources of the Group that will be used in satisfying (or in continuing to satisfy) performance obligations in the future; and
-
‧The costs are expected to be recovered.
General and administrative costs, costs of wasted materials, labor or other resources to fulfil the contract that were not reflected in the price of the contract, costs that relate to satisfied performance obligations (or partially satisfied performance obligations), and costs for which the Group cannot distinguish whether the costs relate to unsatisfied performance obligations or to satisfied performance obligations(or partially satisfied performance obligations), the Group recognizes these costs as expenses when incurred.
(q) Employee benefits
- (i) Defined contribution plans
Obligations for contributions to defined contribution plans are expensed as the related service is provided.
- (ii) Defined benefit plans
(Continued)
26
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
The Group's net obligation in respect of defined benefit plans is calculated separately for each the plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.
The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income, and accumulated in retained earnings within equity. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Group recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.
- (iii) Short term employee benefits
Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
(r) Income tax
Income taxes comprise current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes are recognized in profit or loss.
Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables are the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date.
Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes are recognized except for the following:
- (i) temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profits (losses) at
(Continued)
27
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
the time of the transaction;
-
(ii) temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and
-
(iii) taxable temporary differences arising on the initial recognition of goodwill.
Deferred taxes are measured at tax rates that are expected to be applied to temporary differences when they reserve, using tax rates enacted or substantively enacted at the reporting date.
Deferred tax assets and liabilities are offset if the following criteria are met:
-
(i) the Group has a legally enforceable right to set off current tax assets against current tax liabilities; and
-
(ii) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:
-
1) the same taxable entity; or
-
2) different taxable entities which intend to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
Deferred tax assets are recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefits will be realized; such reductions are reversed when the probability of future taxable profits improves.
(s)
Earnings per share
The Group discloses the Company's basic and diluted earnings per share attributable to ordinary shareholders of the Company. Basic earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding. Diluted earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding after adjustment for the effects of all potentially dilutive ordinary shares.
(t)
Operating segments
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the Group). Operating results of the operating segment are regularly reviewed by the Group's chief operating decision maker to make decisions about resources to be allocated to the segment and to assess its performance. Each operating segment consists of standalone financial information.
(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty
(Continued)
28
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
The preparation of the consolidated financial statements in conformity with the Regulations and the IFRSs endorsed by the FSC requires management to make judgments, estimates, and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income, and expenses. Actual results may differ from these estimates.
Information about judgments made in applying accounting policies that have the most significant effects on the amounts recognized in the consolidated financial statements is as follows:
(a) Judgment regarding significant influence of investees
The Group has less than 20% of the voting or potential voting rights of Wholetech System Hitech Limited, JG Environmental Technology Co., Ltd. and Eco Energy Corporation. However, the Group has determined that it has significant influence because it has representation on the board of Wholetech System Hitech Limited, JG Environmental Technology Co., Ltd. and Eco Energy Corporation.
(b) Judgment of whether the Group has substantive control over its investees
The Group holds 33.30% of the outstanding voting shares of Ablerex Electronics Co., Ltd and is the single largest shareholder of the investee. Although the remaining 66.70% of Ablerex Electronics Co., Ltd's shares are not concentrated within specific shareholders, the Group still cannot obtain more than half of the total number of Ablerex Electronics Co., Ltd's directors. Therefore, it is determined that the Group has significant influence on Ablerex Electronics Co., Ltd.
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year is as follows:
(a) Impairment assessment of accounts receivable
The Group has estimated the allowance for loss on trade receivable that is based on the risk of default occurring and the rate of expected credit loss. The Group has considered historical experience, current economic conditions and forward-looking information at the reporting date to determine the assumptions to be used in calculating impairments and the selected inputs. For relevant assumptions and input values, please refer to Note 6 (c).
(b) Revenue recognition
The Group recognizes contract revenues based on the degree of completion on construction contracts; degree of completion is calculated with contract costs incurred to date as a percentage of estimated total contract costs. The Group considers the nature of each project, the estimated construction period, the project item, the construction process, the construction method and the estimated amount of the subcontracts when estimating total contract costs. Any changes in the estimates above may result in a significant adjustment to the estimated amount, please refer to Note 6 (u).
(c) Fair value of financial instruments
The fair value of financial instruments in non active markets or without open market quotes is determined by evaluation models or counterparty quotations. When using the evaluation model to determine fair value, all models only use observable data as input values without artificial adjustment. The observable input value is based on the principle of long term stable market used parameters to avoid differences in cross period financial reporting due to changes in data sources.
(Continued)
29
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
The model must be repeatedly adjusted and verified to ensure that the output is sufficient to properly reflect the value of the asset.
For detailed information on the main assumptions used in determining the fair value of the financial instruments and detailed sensitivity analysis of these assumptions, please refer to Note 6 (x).
(d) Measurement of defined benefit obligations
Defined benefit costs and net defined benefit liabilities (assets) under defined benefit pension plans are calculated using the Projected Unit Credit Method. The appropriate actuarial assumptions include the discount rate, employee turnover rate, and future salary increase rate. Changes in economic circumstances and market conditions will affect these assumptions and may have a material impact on the amount of the expense and liability. Please refer to Note 6 (q) for the material actuarial assumptions and sensitivity analysis for actuarial calculations.
(6) Explanation of significant accounts
(a) Cash and cash equivalents
| Cash on hand and petty cash Demand deposits Check deposits Time deposits Cash and cash equivalents in the consolidated statement of cash flow |
December 31, 2020 $ 10,517 4,951,591 3,718 3,535,741 |
December 31, 2019 15,167 2,749,212 1,083 3,625,760 |
|---|---|---|
$ 8,501,567 |
6,391,222 |
|
Please refer to note 6 (x) for the disclosure of the sensitivity analysis and interest rate risk of the financial assets and liabilities of the Group.
- (b) Current financial assets measured at fair value through profit or loss
| Financial assets measured at fair value through profit or loss: Stocks listed on domestic markets Stocks unlisted on domestic markets Valuation adjustment Total |
December 31, 2020 $ 236,590 68,687 194,613 |
December 31, 2019 117,896 186,989 (90,706) |
|---|---|---|
$ 499,890 |
214,179 |
For the years ended December 31, 2020 and 2019, the Group recognized dividend income from the above financial assets measured at fair value through profit or loss of $1,564 thousand and $5,736 thousand, respectively.
- (c) Notes and accounts receivable, net
December 31, December 31,
(Continued)
29
2019
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
2020
(Continued)
30
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
| Notes receivable-unrelated parties Accounts receivable-unrelated parties Less: Loss allowance Total |
$ 7,383 117,359 7,402,904 5,056,402 265,225 270,370 |
|---|---|
$ 7,145,062 4,903,391 |
The Group applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for all receivables. To measure the expected credit losses, accounts receivables have been grouped based on shared credit risk characteristics and the days past due, as well as incorporated forward looking information, including macroeconomic and relevant industry information. The loss allowance provisions in respect of all receivables with a credit rating of A were determined as follows:
| Current 1 to 60 days past due 61 to 120 days past due 121 to 365 days past due More than one year past due Current 1 to 60 days past due 61 to 120 days past due 121 to 365 days past due More than one year past due |
December 31, 2020 | December 31, 2020 | December 31, 2020 | Loss allowance provision - 1,441 290 213 249,113 |
|---|---|---|---|---|
| Gross carrying amount $ 6,920,190 144,116 28,942 21,326 249,113 |
Weighted-aver age expected credit loss rate |
|||
$ 7,363,687 |
251,057 |
|||
Loss allowance provision - 67 107 1,736 268,460 |
||||
| Gross carrying amount $ 4,714,204 6,724 10,742 173,631 268,460 |
Weighted-aver age expected credit loss rate |
|||
1% 1% 1% 100% |
||||
$ 5,173,761 |
270,370 |
The loss allowance provisions in respect of all receivables with a credit rating of B were determined as follows:
| Current 121 to 365 days past due |
December 31, 2020 | December 31, 2020 | December 31, 2020 | Loss allowance provision - 14,168 |
|---|---|---|---|---|
| Gross carrying amount $ 19,300 27,300 |
Weighted-aver age expected credit loss rate |
|||
52% |
(Continued)
31
$ 46,600 14,168
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
For the year ended December 31, 2019, the Group did not have receivables with a credit rating of B.
The movement in the allowance for notes and accounts receivable were as follows:
| Balance at January 1 Impairment losses (reversed) recognized Receivables collected Amounts written off Foreign exchange losses / (gains) Balance at December 31 |
2020 $ 270,370 (10,910) 2,863 - 2,902 |
2019 234,778 57,875 - (15,256) (7,027) |
|---|---|---|
$ 265,225 |
270,370 |
The Group recognized the allowance for notes and accounts receivable based on the nature of the industry, historical payment behavior and the credit rating of customers.
The Group did not provide any notes and accounts receivable as collaterals.
- (d) Inventories
| Raw materials Work in progress Finished goods Merchandise Total |
December 31, 2020 | December 31, 2020 | Carrying Amount 38,116 1,485 7,808 4,050 |
|---|---|---|---|
| Cost $ 41,111 22,093 16,866 10,855 |
Allowance for Impairment (2,995) (20,608) (9,058) (6,805) |
||
$ 90,925 |
(39,466) |
51,459 |
| Total | $ 90,925 (39,466) |
$ 90,925 (39,466) |
51,459 |
|---|---|---|---|
| Raw materials Work in progress Finished goods Merchandise Total |
December 31, 2019 | Carrying Amount 34,511 1,739 1,447 - |
|
| Cost $ 44,410 18,439 12,527 6,805 |
Allowance for Impairment (9,899) (16,700) (11,080) (6,805) |
||
$ 82,181 |
(44,484) |
37,697 |
For the years ended December 31, 2020 and 2019, the reversal of write-downs of inventories amounted to $5,018 thousand and $4,789 thousand, respectively. The loss on disposal of inventories amounted to $5,570 thousand and $2,998 thousand in 2020 and 2019, respectively. The amounts shown above were included in the cost of sales.
The Group did not provide any inventories as collaterals.
- (e) Prepayments
(Continued)
32
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
| Domestic purchase of materials Foreign purchase of materials Prepaid project subcontractor cost Prepaid insurance expense Others Total |
December 31, 2020 $ 146,018 489,554 40,862 15,998 97,489 |
December 31, 2019 328,710 682,095 108,034 17,746 56,320 |
|---|---|---|
$ 789,921 |
1,192,905 |
- (f) Non-current financial assets measured at fair value through profit or loss
| Financial assets measured at fair value through profit or loss: Stocks unlisted on domestic markets Valuation adjustments Total |
December 31, 2020 $ 34,795 (27,990) |
December 31, 2019 34,795 (28,448) |
|---|---|---|
$ 6,805 |
6,347 |
- (g) Non-current financial assets measured at fair value through other comprehensive income
| Equity instruments measured at fair value through other comprehensive income Unlisted stocks (overseas) Valuation adjustment Total |
December 31, 2020 $ 1,008,212 950,506 |
December 31, 2019 1,008,212 1,043,567 |
|---|---|---|
$ 1,958,718 |
2,051,779 |
-
(i) The equity instrument investment of the Group is a long-term strategic investment and is not held for trading, which has been designated as measured at fair value through other comprehensive income. In September 2020, the equity instrument investments declared dividends amounting to $42,133 thousand and be claimed in December 2020. In September 2019, the equity instrument investments declared dividends amounting to $88,244 thousand and be claimed in November 2019.
-
(ii) The changes in valuation adjustment of financial assets measured at fair value through other comprehensive income were as follows:
| Balance at January 1 Add: (reversal) recognition for current period Balance at December 31 |
2020 $ 1,043,567 (93,061) |
2019 628,749 414,818 |
|---|---|---|
$ 950,506 |
1,043,567 |
- (h) Investments accounted for using equity method
(Continued)
32
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- (i) Affiliate which was material to the Group consisted of the followings:
(Continued)
33
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
| Name of Affiliate |
Nature of Relationship with the Group |
Main operating location/Registered Country of the Company |
Proportion of shareholding and voting rights |
Proportion of shareholding and voting rights |
|---|---|---|---|---|
| December 31, 2020 |
December 31, 2019 33.30% |
|||
| Ablerex electronics co., Ltd. |
Selling and Manufacturing of UPS |
Taiwan | 33.30% |
The fair value of affiliate listed on the Stock Exchange (over the counter) which was material to the Group was as follows:
| Ablerex electronics co., Ltd. | December 31, 2020 $ 1,773,000 |
December 31, 2019 1,507,500 |
|---|---|---|
A summary of the consolidated financial information of significant associates was as follows:
| Current assets Non-current assets Current liabilities Non-current liabilities Net assets Net assets attributable to non-controlling interests Net assets attributable to investee Operating revenue Net income from continuing operations Other comprehensive income Total comprehensive income Total comprehensive income attributable to non-controlling interests Total comprehensive income attributable to investee Share of net assets of associate attributable to the Group as of January 1 Total comprehensive income attributable to the Group Adjustments for using equity method Dividends from associate Share of net assets of associate attributable to the Group as of December 31 |
December 31, 2020 $ 2,003,389 963,721 (1,351,435) (134,423) |
December 31, 2019 1,848,379 1,006,010 (1,256,452) (116,537) |
|---|---|---|
$ 1,481,252 |
1,481,400 |
|
$ 13,538 |
12,643 |
|
$ 1,467,714 |
1,468,757 |
|
2020 $ 2,361,923 |
2019 2,462,390 |
|
$ 44,370 481 |
40,623 (20,462) |
|
| $ 44,851 |
20,161 |
|
$ 876 |
(238) |
|
| $ 43,975 |
20,399 |
|
2020 $ 490,820 14,645 (6) (14,986) |
2019 507,101 6,794 (595) (22,480) |
|
490,473 |
490,820 |
(Continued)
33
116 116
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
Add: Goodwill
(Continued)
34
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
Ending balance of net assets of associate attributable to the Group
$ 490,589 490,936
(ii) Insignificant associates
The Group's financial information for investments accounted for using the equity method that are individually insignificant were as follows:
| Carrying amount of individually insignificant associates' equity Attributable to the Group: Income from continuing operations Other comprehensive income Total comprehensive income |
December 31, 2020 $ 358,556 |
December 31, 2019 347,037 |
|---|---|---|
2020 $ 36,906 1,213 |
2019 33,718 (2,820) |
|
$ 38,119 |
30,898 |
In 2020 and 2019, the preparation of the financial statements for the investee companies under the equity method was evaluated based on the auditors' reports of the investee companies. For the years ended December 31, 2020 and 2019, the share of profit of associations accounted for using equity method amounted to $51,446 thousand and $46,896 thousand, respectively.
- (iii) Guarantee
The Group did not provide any investment accounted for using equity method as collaterals.
(i) Property, plant and equipment
The cost, depreciation, and impairment of the property, plant and equipment of the Group for the years ended December 31, 2020 and 2019, were as follows:
| Cost or deemed cost: Balance at January 1, 2020 Additions Disposal Effect of movements in exchange rates Balance at December 31, 2020 Balance at January 1, 2019 Additions Disposals Reclassification Effect of movements in exchange rates Balance at December 31, 2019 Accumulated depreciation and impairment loss: Balance at January 1, 2020 Depreciation Disposal |
Land | Buildings | Machinery | Plant equipment |
Transportation Equipment |
Office equipment |
Leasehold Improvements |
Total |
|---|---|---|---|---|---|---|---|---|
| $ 398,537 6,197 (1,725) (227) |
363,925 24,789 (3,003) 4,133 |
79,002 1,391 (9,987) 394 |
156,835 - (448) - |
12,162 663 (798) 54 |
68,239 6,060 (3,253) 271 |
2,076 - - - |
1,080,776 39,100 (19,214) 4,625 |
|
$ 402,782 |
389,844 |
70,800 |
156,387 |
12,081 |
71,317 |
2,076 |
1,105,287 |
|
$ 398,537 - - - - |
373,842 1,585 - - (11,502) |
104,131 1,380 (25,559) - (950) |
156,485 350 - - - |
14,680 - (2,373) - (145) |
71,384 3,657 (6,300) 119 (621) |
2,076 - - - - |
1,121,135 6,972 (34,232) 119 (13,218) |
|
| $ 398,537 |
363,925 |
79,002 |
156,835 |
12,162 |
68,239 |
2,076 |
1,080,776 |
|
$ 1,160 - - |
117,976 13,357 (1,257) |
72,987 1,309 (9,350) |
43,471 4,170 (404) |
7,628 1,408 (742) |
57,449 4,183 (3,218) |
1,973 76 - |
302,644 24,503 (14,971) |
(Continued)
35
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
| Effect of movements in exchange rates Balance at December 31, 2020 Balance at January 1, 2019 Depreciation Disposal Effect of movements in exchange rates Balance at December 31, 2019 Carrying amounts: Balance at December 31, 2020 Balance at January 1, 2019 Balance at December 31, 2019 |
- 1,639 383 - 29 242 - 2,293 |
|---|---|
$ 1,160 131,715 65,329 47,237 8,323 58,656 2,049 314,469 |
|
$ 1,160 106,507 95,735 39,286 9,610 60,429 1,775 314,502 - 13,790 2,011 4,185 1,372 3,675 198 25,231 - - (23,846) - (2,372) (6,261) - (32,479) - (2,321) (913) - (982) (394) - (4,610) |
|
$ 1,160 117,976 72,987 43,471 7,628 57,449 1,973 302,644 |
|
$ 401,622 258,129 5,471 109,150 3,758 12,661 27 790,818 |
|
$ 397,377 267,335 8,396 117,199 5,070 10,955 301 806,633 |
|
$ 397,377 245,949 6,015 113,364 4,534 10,790 103 778,132 |
The property, plant and equipment of the Group had not been pledged as collaterals.
(j) Right-of-use assets
The Group leases many assets including land, buildings and office equipment. Information about leases for which the Group as a lessee was presented below:
| Cost: Balance at January 1, 2020 Additions Write-off Effect of movements in exchange rates Balance at December 31, 2020 Balance at January 1, 2019 Additions Effect of movements in exchange rates Balance at December 31, 2019 Accumulated depreciation: Balance at January 1, 2020 Depreciation Write-off Effect of movements in exchange rates Balance at December 31, 2020 Balance at January 1, 2019 Depreciation Effect of movements in exchange rates Balance at December 31, 2019 Carrying amount: Balance at December 31, 2020 Balance at January 1, 2019 Balance at December 31, 2019 |
Land $ 32,059 141,343 - 539 |
Buildings 41,571 19,665 (9,665) 64 |
Office equipment 1,285 1,476 (2,260) 4 |
Total 74,915 162,484 (11,925) 607 |
|---|---|---|---|---|
| $ 173,941 |
51,635 | 505 | 226,081 | |
$ 33,287 - (1,228) |
26,537 15,541 (507) |
1,296 - (11) |
61,120 15,541 (1,746) |
|
$ 32,059 |
41,571 |
1,285 |
74,915 |
|
$ 795 2,983 - 30 |
14,123 20,461 (5,038) 126 |
554 766 (1,046) 4 |
15,472 24,210 (6,084) 160 |
|
| $ 3,808 |
29,672 | 278 | 33,758 | |
$ - 826 (31) |
- 14,332 (209) |
- 559 (5) |
- 15,717 (245) |
|
$ 795 |
14,123 |
554 |
15,472 |
|
| $ 170,133 |
21,963 |
227 | 192,323 |
|
$ 33,287 |
26,537 |
1,296 | 61,120 |
|
$ 31,264 |
27,448 |
731 |
59,443 |
On September 9, 2020, the Group entered into a land lease for solar energy installation with Jindun Village Forestry Cooperative of Changhua County. The total rental during the construction period was $880 thousand. Furthermore, the annual rental was $8,400 thousand, as well as, part of land value tax born by lessee for a period of 20 years from the date of completion of the construction.
(Continued)
36
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
According to the above transactions, the Group recognized both $141,343 thousand of Right-of-use assets and lease liabilities.
(k) Intangible assets
The cost and amortization of the intangible assets of the Group for the years ended December 31, 2020 and 2019 were as follows:
| Costs: Balance at January 1, 2020 Additions Balance at December 31, 2020 Balance at January 1, 2019 Additions Balance at December 31, 2019 Accumulated amortization: Balance at January 1, 2020 Amortization Balance at December 31, 2020 Balance at January 1, 2019 Amortization Balance at December 31, 2019 Carrying value: Balance at December 31, 2020 Balance at January 1, 2019 Balance at December 31, 2019 |
Computer software $ 10,327 1,456 |
|---|---|
$ 11,783 |
|
$ 8,504 1,823 |
|
$ 10,327 |
|
$ 7,622 808 |
|
| $ 8,430 |
|
$ 7,163 459 |
|
| $ 7,622 |
|
$ 3,353 |
|
$ 1,341 |
|
$ 2,705 |
For the years ended December 31, 2020 and 2019, the amortization expense amounted to $808 thousand and $459 thousand, respectively. These expenses were included in operating costs and operating expenses in the consolidated statements of comprehensive income.
-
(l) Other current assets and non-current assets
-
(i) The other current assets of the Group were as follows:
| Other financial assets Construction guarantee deposits paid Temporary payment Others |
December 31, 2020 $ 3,510,823 10,286 21,801 174,984 |
December 31, 2019 4,453,340 16,273 33,913 216,738 |
|---|---|---|
| (Continued) |
36
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
Total
$ 3,717,894 4,720,264
(Continued)
37
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
Other financial assets were time deposits with a maturity of three to twelve months.
- (ii) The other non-current assets of the Group were as follows:
| Other financial assets Guarantee deposits paid Prepayments of equipment for construction project Prepayments for land and buildings Others Total |
December 31, 2020 $ 850 21,986 1,049 104,608 2,035 |
December 31, 2019 13,118 21,827 1,471 - 1,932 |
|---|---|---|
$ 130,528 |
38,348 |
Other financial assets were mainly time deposits with a maturity of more than twelve months and restricted deposits.
The prepayments for land and buildings were the prepayments of purchase price of properties, deed tax, stamp tax, fees and other prepayments related to the properties as a headquarters in 2020.
(m) Short-term borrowings
The short-term borrowings were summarized as follows:
| Range of interest rates (%) Unused short-term credit lines (n) Provisions Balance at January 1, 2020 Provisions made during the year Provisions used during the year Balance at December 31, 2020 Balance at January 1, 2019 Provisions made during the year Provisions used during the year Balance at December 31, 2019 |
December 31, 2019 - 2,669,748 |
|
|---|---|---|
Warranty $ 16,743 11,218 (8,553) $ 19,408 $ 13,354 11,388 (7,999) $ 16,743 |
The Group determined provisions for warranty based on 0.1% of the value of the construction contracts completed within one year. The provisions for warranty were deducted as incurred, otherwise, it was recognized as an expense for current period if there was a deficiency.
- (o) Other current liabilities
(Continued)
38
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
| Receipts under custody Other payables Accrued expenses Other current liabilities Dividends payable |
December 31, 2020 $ 1,881 54,627 899,731 5,298 253,184 |
December 31, 2019 1,558 61,745 693,858 6,143 278,280 |
|---|---|---|
$ 1,214,721 |
1,041,584 |
(p) Lease liabilities
The Group's lease liabilities were as follow:
| Current Non-current For the maturity analysis, please refer to note 6(x). |
December 31, 2020 $ 14,568 |
December 31, 2019 18,390 |
|---|---|---|
$ 149,400 |
10,141 |
|
The amounts recognized in profit or loss were as follows:
| Interest on lease liabilities Expenses relating to short-term leases The amounts recognized in the statement of cash flows for the Total cash outflow for leases |
2020 $ 1,188 |
2019 842 |
|---|---|---|
$ 26,816 |
24,226 |
|
Group was as follows: 2020 2019 $ 49,070 39,598 |
(i) Real estate leases
The Group leases land and buildings for its office space and plant. The leases of office space and plant typically run for a period of 1 to 3 years. Some leases include an option to renew the lease for an additional period of the same duration after the end of the contract-term.
Some leases provide for additional rent payments that are based on changes in local price indices. Some also require the Group to make payments that relate to the property taxes levied on the lessor and insurance payments made by the lessor; these amounts are generally determined annually.
Some leases of office buildings contain extension or cancellation options. These leases are negotiated and monitored by local management, and accordingly, contain a wide range of different terms and conditions. The extension options held are exercisable only by the Group and not by the lessors. In which lease is not reasonably certain to use an optional extended lease term, payments associated with the optional period are not included within lease liabilities.
(Continued)
39
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(ii) Other leases
The Group leases equipment, with lease terms of 1 to 3 years. In some cases, the Group has options to purchase the assets at the end of the contract term; in other cases, it guarantees the residual value of the leased assets at the end of the contract term.
The Group also leases buildings and equipments. These leases are short-term or leases of low-value items. The Group has elected not to recognize right-of-use assets and lease liabilities for these leases.
(q) Employee benefits
(i) Defined benefit plans
Reconciliation of defined benefit obligation at present value and plan asset at fair value were as follows:
| Present value of the defined benefit obligations Fair value of plan assets Net defined benefit liabilities |
December 31, 2020 $ (435,658) 108,676 |
December 31, 2019 (393,352) 104,400 |
|---|---|---|
$ (326,982) |
(288,952) |
The Group's employee benefit liabilities were as follows:
| Short-term compensated absence liabilities (Accrued expenses) |
December 31, 2020 $ 24,537 |
December 31, 2019 23,248 |
|---|---|---|
The Group makes defined benefit plan contributions to the pension fund account with Bank of Taiwan that provides pensions for employees upon retirement. Plans (covered by the Labor Standards Law) entitle a retired employee to receive retirement benefits based on years of service and average monthly salary for the six months prior to retirement.
1) Composition of plan assets
The Group allocates pension funds in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund, and such funds are managed by the Bureau of Labor Funds, Ministry of Labor. With regard to the utilization of the funds, minimum earnings shall be no less than the earnings attainable from two-year time deposits with interest rates offered by local banks.
The Group's Bank of Taiwan labor pension reserve account balance amounted to $108,676 thousand at the end of the reporting period. For information on the utilization of the labor pension fund assets, including the asset allocation and yield of the fund, please refer to the website of the Bureau of Labor Funds, Ministry of Labor.
(Continued)
40
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- 2) Movements in present value of the defined benefit obligations
The movements in present value of the defined benefit obligations for the Group for the years ended December 31, 2020 and 2019 were as follows:
| Defined benefit obligations at January 1 Current service costs and interest cost Remeasurements of the net defined benefit liabilities -Actuarial loss (gain) arising from changes in financial assumptions -Actuarial gain arising from experience adjustments Benefits paid Defined benefit obligations at December 31 |
2020 $ 393,352 6,045 42,080 (3,000) (2,819) |
2019 431,883 6,506 (8,969) (35,249) (819) |
|---|---|---|
$ 435,658 |
393,352 |
- 3) Movements in defined benefit plan assets
The movements in the fair value of the defined benefit plan assets for the Group for the years ended December 31, 2020 and 2019 were as follows:
| Fair value of plan assets at January 1 Interest income Remeasurements of the net defined benefit liabilities -Return on plan assets excluding interest income Contributions Benefits paid Fair value of plan assets at December 31 |
2020 $ 104,400 2,377 1,801 2,917 (2,819) |
2019 97,468 959 3,737 3,055 (819) |
|---|---|---|
$ 108,676 |
104,400 |
- 4) Expenses recognized in profit or loss
The expenses recognized in profit or loss for the Group for the years ended December 31, 2020 and 2019 were as follows:
| Current service costs Net interest of net liabilities for defined benefit obligations Operating costs |
2020 $ 1,718 1,950 |
2019 2,331 3,216 |
|---|---|---|
$ 3,668 |
5,547 |
|
2020 $ 3,046 |
(Continued) 2019 4,569 |
40
622 978
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
Operating expenses
(Continued)
41
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
$ 3,668 5,547
- 5) Remeasurement of the net defined benefit liability recognized in other comprehensive income
The Group's remeasurement of the net defined benefit liability recognized in other comprehensive income for the years ended December 31, 2020 and 2019 were as follows:
| Accumulated amount at January 1 Recognized during the period Accumulated amount at December 31 |
2020 $ 104,269 37,279 |
2019 152,224 (47,955) |
|---|---|---|
$ 141,548 |
104,269 |
- 6) Actuarial assumptions
The principal actuarial assumptions for the Group at the reporting date were as follows:
| Discount rate Future salary increases rate |
December 31, 2020 0.35% 2.00% |
December 31, 2019 1.10% 1.50% |
|---|---|---|
The expected allocation payment to be made by the Group to the defined benefit plans for the one-year period after the reporting date is $2,974 thousand.
The weighted average lifetime of the defined benefit plans is 8.48 years.
7)
- Sensitivity analysis
As of December 31, 2020 and 2019, if the actuarial assumptions had changed, the impact on the present value of the defined benefit obligations shall be as follows:
| December 31, 2020 Discount rate (0.50%) Future salary increase rate (0.25%) December 31, 2019 Discount rate (0.50%) Future salary increase rate (0.25%) |
The impact of defined benefit obligations Increase Decrease $ (17,757) 13,217 9,006 (8,779) (16,723) 17,853 8,531 (8,301) |
|---|---|
| Increase $ (17,757) 9,006 (16,723) 8,531 |
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown above. The method used in the sensitivity analysis is consistent with the calculation of pension liabilities in the balance sheets.
(Continued)
42
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
There is no change in the method and assumptions used in the preparation of sensitivity analysis for 2020 and 2019.
- (ii) Defined contribution plans
The Group allocates 6% of each employee's monthly wages to the labor pension personal account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. Under this defined contribution plan, the Group allocates fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligation.
The pension costs incurred from the contributions to the Bureau of Labor Insurance amounted to $31,251 thousand and $29,489 thousand for the years ended December 31, 2020 and 2019, respectively.
-
(r) Income taxes
-
(i) Income tax expenses
The components of income tax of the Group in the years 2020 and 2019 were as follows:
| Current tax expense Current period Adjustment for prior periods Deferred tax benefit Origination and reversal of temporary differences Income tax expense |
2020 $ 1,007,342 (6,695) |
2019 948,030 (24,788) |
|---|---|---|
1,000,647 |
923,242 |
|
(10,177) |
(87,734) |
|
$ 990,470 |
835,508 |
The amount of income tax expense (benefit) recognized directly in other comprehensive income for the years ended December 31, 2020 and 2019 were as follows:
| Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Items that may be reclassified subsequently to profit or loss: Exchange differences on translation |
2020 $ 7,456 |
2019 (9,591) |
|---|---|---|
(1,974) |
9,921 |
|
$ 5,482 |
330 |
Reconciliation of the Group's income tax expense and net income before tax for 2020 and 2019 was as follows:
was as follows: |
||
|---|---|---|
| Net income before tax Income tax using the Company's domestic tax rate |
2020 $ 5,081,802 |
2019 3,729,389 |
$ 1,016,360 |
745,878 |
(Continued)
42
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
Effect of tax rates in foreign jurisdiction 38,032 108,928
(Continued)
43
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
| Tax- exempt income Permanent differences 5% income surtax on undistributed earnings Income tax adjustments for prior periods Total |
(313) (1,147) (56,914) 3,038 - 3,599 (6,695) (24,788) |
|---|---|
$ 990,470 835,508 |
-
(ii) Deferred tax assets and liabilities
-
1) Unrecognized deferred tax assets
Deferred tax assets have not been recognized in respect of the following items:
| The court adjudged to pay the payment and related interest expenses |
December 31, 2020 $ 33,296 |
December 31, 2019 32,037 |
|---|---|---|
- 2) Recognized deferred tax assets and liabilities
Changes in the amount of deferred tax assets and liabilities for 2020 and 2019 were as follows:
Deferred tax liabilities:
| Balance at January 1, 2020 Recognized in profit or loss Balance at December 31, 2020 Balance at January 1, 2019 Recognized in profit or loss Recognized in other comprehensive income Balance at December 31, 2019 |
Foreign investment income |
cumulative translation adjustment - - |
Total 102,607 (6,964) |
|---|---|---|---|
| $ 102,607 (6,964) |
|||
$ 95,643 |
- |
95,643 |
|
$ 125,353 (22,746) - |
(6,370) - 6,370 |
118,983 (22,746) 6,370 |
|
| $ 102,607 |
- |
102,607 | |
Deferred Tax Assets:
| Balance at January 1, 2020 Recognized in profit or loss Recognized in other comprehensive income Balance at December 31, 2020 Balance at January 1, 2019 Recognized in profit or loss Recognized in other |
Defined benefit plans |
Unrealized warranty 5,823 533 - |
Loss allowance exceeded the limit 12,779 (8,001) - |
Allowance for inventory valuation 8,897 (1,004) - |
Foreign investment loss 36,609 7,423 - |
Others 62,830 4,262 (1,974) |
Total 156,384 3,213 5,482 |
|---|---|---|---|---|---|---|---|
| $ 29,446 - 7,456 |
|||||||
| $ 36,902 |
6,356 | 4,778 | 7,893 | 44,032 | 65,118 | 165,079 | |
$ 39,037 - (9,591) |
5,145 678 - |
4,412 8,367 - |
9,854 (957) - |
- 36,609 - |
(Continued) 26,248 84,696 20,291 64,988 16,291 6,700 |
44
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
comprehensive income Balance at December 31, 2019 $ 29,446 5,823 12,779 8,897 36,609 62,830 156,384
(iii) Assessment of tax
The Company's tax returns for the years through 2018 were assessed by the tax authorities.
(s) Capital and other equity
- (i) Common Stock
As of December 31, 2020 and 2019, the Company's authorized capital both amounted to $3,000,000 thousand with par value of $10 per share. The Company's issued capital both amounted to $1,905,867 thousand at December 31, 2020 and 2019.
(ii) Capital surplus
The balances of capital surplus were as follows:
| Capital surplus - premium from merger Share premium Convertible bond premium Treasury share transactions Others |
December 31, 2020 $ 6,938 49,987 215,672 77,158 18,389 |
December 31, 2019 6,938 49,987 215,672 77,158 23,806 |
|---|---|---|
$ 368,144 |
373,561 |
According to the R.O.C. Company Act, capital surplus can only be used to offset a deficit, and only the realized capital surplus can be used to increase the common stock or be distributed as cash dividends. The aforementioned realized capital surplus includes capital surplus resulting from premium on issuance of capital stock and earnings from donated assets received. According to the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, capital increases by transferring capital surplus in excess of par value should not exceed 10% of the total common stock outstanding.
(iii) Retained earnings
According to the Company's article of incorporation, if the Company has retained earnings according to its annual financial account, it may, after paying all taxes, and making up all past losses, set aside a 10% legal reserve, and a special reserve, if necessary, pursuant to laws, unless the reserve as allocated has attained the Company's paid-in capital. The remainder, if any, shall be provided as or reversed from special reserve pursuant to laws. The balance, if any, shall be included into the unappropriated accumulated earnings for prior year and allocated as bonus and dividends to shareholders based on the motion for allocation of earnings proposed by the Board of Directors as resolved by a shareholders' meeting.
According to the amendment to article 19-1 of the article of incorporation pursuant to a resolution by a general shareholders' meeting on June 19, 2019. Where the earnings referred to in the preceding paragraph are intended to be allocated in cash, the Board of Directors is
(Continued)
45
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
authorized to allocate the same per special resolution and report it to a shareholders' meeting.
The Company's dividend policy is based on current and future development plans, considering the investment environment, capital needs, domestic and international competition, taking into account the interests of shareholders and other factors, in order to stabilize business development and protect investors' rights and interests. The dividends to shareholders can be in the form of cash dividend and/or stock dividend; also, the cash dividend is not less than 25% of the total dividend.
- 1) Legal reserve
When a company incurs no loss, it may, pursuant to a resolution by the shareholders' meeting, distribute its legal reserve by issuing new shares or by distributing cash, and only the portion of legal reserve which exceeds 25% of capital may be distributed.
- 2) Earnings distribution
For the appropriations of earnings for 2019 and 2018, the amounts of cash dividends to be distributed were $13 and $10 per share in 2020 and 2019, respectively. The related information would be available at the Market Observation Post System website.
- (iv) Other equity, net of tax
| Other equity, net of tax | |||
|---|---|---|---|
| Balance at January 1, 2020 Exchange differences on foreign operations Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income Balance at December 31, 2020 Balance at January 1, 2019 Exchange differences on foreign operations Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income Balance at December 31, 2019 |
Exchange differences on translation of foreign operations $ (111,603) 8,951 - $ (102,652) |
Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income 1,043,567 - (93,061) |
Total 931,964 8,951 (93,061) |
| 950,506 | 847,854 | ||
$ (63,488) (48,115) - $ (111,603) |
628,749 - 414,818 |
565,261 (48,115) 414,818 |
|
| 1,043,567 | 931,964 |
- (t) Earnings per share
The calculation of basic earnings per share and diluted earnings per share for the years ended December 31, 2020 and 2019 were as follows:
- (i) Basic earnings per share
| Net income attributable to ordinary shareholders of the Company Weighted average number of ordinary shares Basic earnings per share (in NT dollars) ii) Diluted earnings per share |
2020 $ 4,033,304 |
2019 2,815,298 |
|---|---|---|
190,587 |
190,587 |
|
$ 21.16 |
14.77 |
|
(Continued)
46
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
| Net income attributable to ordinary shareholders of the Company (diluted) Weighted average number of ordinary shares (basic) Effect of potentially dilutive ordinary shares: Effect of employee bonuses Weighted average number of ordinary shares (diluted) Diluted earnings per share (in NT dollars) (u) Revenue from contracts with customers (i) Disaggregation of revenue Primary geographic markets: Taiwan Mainland China Singapore Major products/services lines: Integrated engineering service Service and design Sales Type of contract: Fixed price contract Material-based contract |
2020 $ 4,033,304 |
2019 2,815,298 |
|---|---|---|
190,587 3,074 |
190,587 2,612 |
|
| 193,661 | 193,199 | |
$ 20.83 |
14.57 |
|
| 2020 $ 33,667,653 2,163,789 5,200 |
2019 19,272,860 4,429,233 218,540 |
|
$ 35,836,642 |
23,920,633 |
|
$ 35,630,541 82,234 123,867 |
23,516,033 312,116 92,484 |
|
$ 35,836,642 |
23,920,633 |
|
$ 35,712,775 123,867 |
23,828,149 92,484 |
|
$ 35,836,642 |
23,920,633 |
(ii) Contract balances
| Accounts receivable Less: allowance for impairment Total Contract assets-Construction in Progress Contract liabilities-Construction in Progress |
December 31, 2020 |
December 31, 2019 5,056,402 270,370 |
January 1, 2019 4,057,027 234,778 |
|---|---|---|---|
| $ 7,402,904 265,225 |
|||
$ 7,137,679 |
4,786,032 |
3,822,249 |
|
$ 2,246,005 |
1,680,082 |
2,176,124 |
|
$ 7,266,043 |
6,515,385 |
6,943,358 |
|
For details on accounts receivable and allowance for impairment, please refer to note 6(c).
(Continued)
46
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
The amount of revenue recognized for the years ended December 31, 2020 and 2019 that was included in the contract liabilities balance at the beginning of the period were $0 thousand and
(Continued)
47
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
$23 thousand, respectively.
The major change in the balance of contract assets and contract liabilities is the difference between the time frame in the performance obligation to be satisfied and the payment to be received. Other significant changes during the period were as follows:
| Stage of completion measurement Contract modification |
2020 | 2020 | 2019 Contract assets Contract liabilities - - |
2019 Contract assets Contract liabilities - - |
|
|---|---|---|---|---|---|
| Contract assets $ - |
Contract liabilities |
Contract assets - |
|||
| - | |||||
| $ 44,351 |
994,199 |
(24,206) | 460,075 |
- (v) Employee compensation and directors' remuneration
In accordance with the articles of incorporation the Company should contribute 6% to 10% of the profit as employee compensation and less than 2% as directors' remuneration when there is profit for the year. However, if the Company has accumulated deficits, the profit should be reserved to offset the deficit. The recipients of shares and cash may include the employees of the Company's controlled or affiliated companies who meet certain conditions.
For the years ended December 31, 2020 and 2019, the Company estimated its employee remuneration amounting to $524,000 thousand and $390,000 thousand, and directors' remuneration amounting to $47,000 thousand and $33,000 thousand, respectively. The estimated amounts mentioned above are calculated based on the net profit before tax, excluding the remuneration to employees and directors of each period, multiplied by the percentage of remuneration to employees and directors as specified in the Company's articles. These remunerations were expensed under expenses during 2020 and 2019. Related information would be available at the Market Observation Post System website. The amounts, as stated in 2019 consolidated financial statements, are identical to those of the actual distributions in 2020 shareholders' meeting.
-
(w) Non-operating income and expenses
-
(i) Interest income
The details of the Group's interest income were as follows:
| Interest income from bank deposits | 2020 $ 104,428 |
2019 154,532 |
|---|---|---|
(ii) Other income
The details of the Group's other income were as follows:
| Rental income Dividend income Other income-other Income from sale of scraps Others |
2020 $ 31,916 |
2019 29,925 |
|---|---|---|
43,697 |
93,980 |
|
6,158 8,875 |
12,559 50,984 |
(Continued)
48
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
Total $ 90,646 187,448
iii) Other gains and losses
The details of the Group's other gains and losses were as follows:
| The details of the Group's other gains and losses were as | follows: | |
|---|---|---|
| Gains on disposal of property, plant and equipment Foreign exchange losses Gains on financial assets at fair value through profit or loss Other gains and losses Total |
2020 $ 2,705 (62,965) 285,777 (3,281) |
2019 2,390 (108,563) 52,933 (6,377) |
$ 222,236 |
(59,617) |
iv) Interest expense
The details of the Group's interest expense were as follows:
| Interest expense of-Dentsu Engineering Others Total |
2020 $ 6,298 1,302 |
2019 6,298 870 |
|---|---|---|
$ 7,600 |
7,168 |
- (x) Financial instruments
(i) Credit risk
1) Credit risk exposure
The carrying amount of financial assets represents the maximum amount exposed to credit risk. As of December 31, 2020 and 2019, the amounts of the maximum exposure to credit risk were $19,190,574 thousand and $15,799,171 thousand, respectively.
The Group assesses the financial condition of its customers continuously to reduce the credit risk of accounts receivable and requires its customers to provide guarantees and collateral if it is necessary. The Group monitors and reviews the recoverable amount of the accounts receivable to ensure the uncollectible amount are recognized appropriately as impairment loss. Therefore, the expected credit losses are in the expectation of the Group.
2) Concentration of credit risk
When the transaction of financial instruments is concentrated in a single industry or region, the ability to oblige the contract would be impacted by similar factors, thereby causing concentration of credit risk. As of December 31, 2020 and 2019, notes and accounts receivable concentrated on few counter-parties were as follows:
December 31, 2020
(Continued)
49
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
| Name of client | Carrying amount $ 5,300,959 804,430 |
the maximum exposure to credit risk 5,300,959 804,430 |
% 74.19 11.26 |
|---|---|---|---|
| Micron Memory Taiwan Co., Ltd. Taiwan Semiconductor Manufacturing Co., Ltd. Total Name of client |
|||
$ 6,105,389 |
6,105,389 |
85.45 |
|
December 31, 2020 |
% 20.78 41.58 5.29 |
||
| Carrying amount $ 1,019,088 2,038,590 259,165 |
the maximum exposure to credit risk 1,019,088 2,038,590 259,165 |
||
| Taiwan Semiconductor Manufacturing Co., Ltd. Micron Memory Taiwan Co., Ltd. Micron Technology Taiwan Co., Ltd. Total |
|||
$ 3,316,843 |
3,316,843 |
67.65 |
(ii) Liquidity risk
The following table shows the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements:
| December 31, 2020 Non-derivative financial liabilities Notes payable Accounts payable Accrued expenses Lease liabilities Guarantee deposits received December 31, 2019 Non-derivative financial liabilities Notes payable Accounts payable Accrued expenses Lease liabilities Guarantee deposits received |
Carrying amount |
Contractual cash flows |
Within 6 months |
6-12 months | 1-2 years | 2-5 years | More than 5 years - 438,390 168 135,800 2,013 |
|---|---|---|---|---|---|---|---|
| $ 68,613 7,055,375 925,192 163,968 12,182 |
68,613 7,055,375 925,192 191,321 12,182 |
68,613 4,763,295 905,866 9,995 2,536 |
- 44,184 1,767 4,841 2,144 |
- 207,457 3,925 12,488 1,689 |
- 1,602,049 13,466 28,197 3,800 |
||
$ 8,225,330 |
8,252,683 |
5,750,305 |
52,936 |
225,559 |
1,647,512 |
576,371 |
|
$ 14,439 5,620,197 53,594 28,531 7,571 |
14,439 5,620,197 53,594 29,259 7,571 |
14,439 3,690,894 39,446 9,677 - |
- 150,710 715 9,259 1,217 |
- 451,305 10,232 10,323 3,409 |
- 1,195,386 3,036 - 1,571 |
- 131,902 165 - 1,374 |
|
$ 5,724,332 |
5,725,060 |
3,754,456 |
161,901 |
475,269 |
1,199,993 |
133,441 |
The Group does not expect the cash flows included in the maturity analysis to occur significantly earlier or at significantly different amounts.
(iii) Currency risk
- 1) Exposure to foreign currency risk
(Continued)
50
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
The Group's significant exposure to foreign currency risk were as follows:
| Financial assets Monetary items USD CNY SGD Non-monetary items Financial assets measured at fair value through other comprehensive income Finance liabilities Monetary items USD EUR JPY CNY SGD |
December 31, 2020 | December 31, 2020 | December 31, 2020 | December 31, 2019 Foreign currency Exchange rate (dollars) TWD 82,127 29.98 2,462,167 290,420 4.31 1,250,258 65 22.28 1,448 476,604 4.31 2,051,779 14,922 29.98 447,362 486 33.59 16,325 416 0.28 115 3,365 4.31 14,486 339 22.28 7,553 |
December 31, 2019 Foreign currency Exchange rate (dollars) TWD 82,127 29.98 2,462,167 290,420 4.31 1,250,258 65 22.28 1,448 476,604 4.31 2,051,779 14,922 29.98 447,362 486 33.59 16,325 416 0.28 115 3,365 4.31 14,486 339 22.28 7,553 |
|---|---|---|---|---|---|
| Foreign currency |
Exchange rate (dollars) 28.48 4.38 21.56 4.38 28.48 35.02 0.28 4.38 21.56 |
TWD | Foreign currency |
Exchange rate (dollars) 29.98 4.31 22.28 4.31 29.98 33.59 0.28 4.31 22.28 |
|
$ 57,641 377,186 65 447,503 14,081 1,466 8,375 917 339 |
1,641,616 1,650,943 1,401 1,958,718 401,027 51,339 2,312 4,014 7,309 |
82,127 290,420 65 476,604 14,922 486 416 3,365 339 |
|||
- 2) Sensitivity analysis
The Group's exposure to foreign currency risk arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents, accounts receivable, other receivables, financial assets at fair value through other comprehensive income, accounts payable and other payables that are denominated in foreign currency. A (weakening) strengthening of 1% of the NTD against the USD, EUR, CNY, SGD and JPY, the Group's net income before tax would have increased (decreased) by $22,624 thousand and $25,824 thousand, and other comprehensive income would have increased (decreased) by $15,670 thousand and $16,414 thousand, for the years ended December 31, 2020 and 2019, respectively. The analysis was performed on the same basis for both periods.
- 3) Foreign exchange gain and loss on monetary items
Since the Group has many kinds of functional currency, the information on foreign exchange gain (loss) on monetary items is disclosed by total amount. For the years ended December 31, 2020 and 2019, foreign exchange loss (including realized and unrealized portions) amounted to $62,965 thousand and $108,563 thousand, respectively.
- (iv) Interest rate analysis
Please refer to the notes on liquidity risk management and interest rate exposure of the Group's financial assets and liabilities.
If the interest rate had increased/decreased by 0.25%, the Group's net income would have increased/decreased by $24,005 thousand and $21,685 thousand for the years ended December
(Continued)
51
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
31, 2020 and 2019, respectively, with all other variable factors remaining constant.
-
(v) Fair value of financial instruments
-
1) Fair value hierarchy
To provide disclosure information, the Group classifies the measurement of fair value based on fair value hierarchy which reflects the significance of the inputs during the measurement. The Group categorizes fair value into the following levels:
- a) Level 1
Level 1 inputs are quoted prices in active markets for identical financial instruments. An active market is a market in which all the following conditions exist:
-
i) The items traded within the market are homogeneous.
-
ii) Willing buyers and sellers can normally be found at any time.
iii) Prices are available to the public.
- b) Level 2
Level 2 inputs are inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly (i.e., prices) or indirectly (i.e. derived from prices).
- c) Level 3
Level 3 inputs are valuation parameters which are not based on the information available in the market or the quoted price from the counter party. For example, historical volatility used in option pricing models is an unobservable input since it cannot represents the expected value of future volatility of the entire market participants.
The fair value of financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income is measured on a recurring basis. The carrying amount and fair value of the Group's financial assets and liabilities, including the information on fair value hierarchy were as follows; however, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value, disclosure of fair value information is not required:
| December 31, 2020 | |
|---|---|
| Carrying amount |
Fair value |
| Level 1 Level 2 Level 3 Total |
Financial assets at fair value through profit or loss
(Continued)
52
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
| Designated at fair value through profit or loss Financial assets at fair value through other comprehensive income Unquoted equity instrument measured at fair value Total Financial assets at fair value through profit or loss Designated at fair value through profit or loss Financial assets at fair value through other comprehensive income Unquoted equity instrument measured at fair value Total |
$ 506,695 | 421,880 78,010 6,805 |
421,880 78,010 6,805 |
421,880 78,010 6,805 |
421,880 78,010 6,805 |
506,695 |
|---|---|---|---|---|---|---|
| 1,958,718 | - - 1,958,718 421,880 78,010 1,965,523 |
1,958,718 | 1,958,718 | |||
| $ 2,465,413 | 2,465,413 |
|||||
December 31, 2019 |
Total 220,526 |
|||||
| Carrying amount $ 220,526 |
Fair value | |||||
| Level 1 34,346 |
Level 2 179,833 |
Level 3 6,347 |
||||
| 2,051,779 | - 34,346 |
- 179,833 |
2,051,779 | 2,051,779 | ||
| $ 2,272,305 | 2,058,126 |
2,272,305 |
- 2) Transfer between Level 1 and Level 2
There were no transfers from Level 1 to Level 2 for the years ended December 31, 2020 and 2019.
- 3) Reconciliation of Level 3 fair values
| Fair value | |||||
|---|---|---|---|---|---|
| Fair value | through other | ||||
| through profit or | comprehensive | ||||
| loss | income | ||||
| Designated at | |||||
| fair value | |||||
| through profit | Unquoted equity | ||||
| or loss | instruments | Total | |||
| Balance at January 1, 2020 | $ | 6,347 |
2,051,779 |
2,058,126 | |
| Total gains and losses | |||||
| In profit or loss | 458 | - |
458 | ||
| In other comprehensive | - | (93,061) | (93,061) | ||
| income | |||||
| Balance at December 31, 2020 | $ | 6,805 |
1,958,718 |
1,965,523 |
(Continued)
53
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
| Balance at January 1, 2019 Total gains and losses In profit or loss In other comprehensive income Balance at December 31, 2019 |
$ 7,879 1,636,961 1,644,840 (1,532) - (1,532) - 414,818 414,818 $ 6,347 2,051,779 2,058,126 |
|---|---|
Total gains and losses were recognized in "other gains and losses" and "unrealized gains and losses from financial assets at fair value through other comprehensive income".
- 4) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement
The Group's financial instruments that use Level 3 inputs to measure fair value include - "financial assets measured at fair value through profit or loss equity investments" and "financial assets measured at fair value through other comprehensive income - equity investments".
The equity investments which are lack of active market and categorized into Level 3 have numerous significant unobservable inputs. The significant unobservable inputs of equity investments without active market are independent between each other. Hence, there is no correlation between each significant unobservable input.
Quantified information of significant unobservable inputs was as follows:
| Item Financial assets at fair value through profit or loss- equity investments without an active market Financial assets at fair value through profit or loss- equity investments without an active market |
Valuation technique Comparable Company Net asset value method |
Significant unobservable inputs ‧Price Book Ratio (December 31, 2019 was 1.53) (Note) ‧Discount for lack of marketability (December 31, 2019 was 22.20%) (Note) ‧Discount for lack of marketability (December 31, 2019 was 17.5%) (Note) ‧Discount for control (December 31, 2019 was 22.48%) (Note) |
Inter-relationship between significant unobservable inputs and fair value measurement |
|---|---|---|---|
| ‧The higher the ratio, the higher the fair value ‧The higher the discount, the lower the fair value ‧The higher the discount, the lower the fair value ‧The higher the controlling discount, the lower the fair value |
(Continued)
54
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
| Item Financial assets at fair value through other comprehensive income-equity investments without an active market |
Valuation technique Comparable Company |
Significant unobservable inputs ‧Price Book Ratio (December 31, 2020 and December 31, 2019 were 0.87 and 1.00) ‧Discount for lack of marketability (December 31, 2020 and December 31, 2019 were 28.82% and 23.07%) |
Inter-relationship between significant unobservable inputs and fair value measurement |
|---|---|---|---|
| ‧The higher the ratio, the higher the fair value ‧The higher the discount, the lower the fair value |
-
Note: As of December 31, 2020, the investees had been dissolved or were expected to be liquidated, therefore, the fair value, without the application of parameters, was based on the liquidation value.
-
5) Fair value measurement in Level 3 - sensitivity analysis of reasonably possible alternative assumptions
While under different models or using different parameters may lead to different results, fair value measurement for financial instruments is reasonable.
The following tables shows the valuation impacts changes in input parameters on Level 3 financial instruments:
| December 31, 2020 Financial assets at fair value through profit or loss Equity investments without an active market Equity investments without an active market Equity investments without an active market Financial assets at fair value through other comprehensive income Equity investments without an active market Equity investments without an active market December 31, 2019 Financial assets at fair value through profit or loss Equity investments without an active market Equity investments without an active market Equity investments without an active market Financial assets at fair value through other comprehensive income |
Input | Assumptions | Fair Value through Profit and Loss |
Fair Value through Profit and Loss |
Fair value through other comprehensive income |
Fair value through other comprehensive income |
|---|---|---|---|---|---|---|
| Favourable | Unfavourable | Favourable | Unfavourable | |||
| Discount for lack of marketability Discount for control Price Book Ratio Discount for lack of marketability Price Book Ratio Discount for lack of marketability Discount for control Price Book Ratio |
10% 10% 10% 10% 10% 10% 10% 10% |
(Note) (Note) (Note) - - 102 82 352 |
(Note) - (Note) - (Note) - - 79,306 - 195,872 (102) - (82) - (352) - |
- - - (79,306) (195,872) - - - |
(Continued)
55
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
| Equity investments without an active market | Discount for | 10% | - | - | 62,173 | (62,173) |
|---|---|---|---|---|---|---|
| lack of | ||||||
| marketability | ||||||
| Equity investments without an active market | Price Book | 10% | - | - | 207,323 | (207,323) |
| Ratio |
Note: As of December 31, 2020, the investees had been dissolved or were expected to be liquidated, therefore, the fair value, without the application of parameters, was based on the liquidation value.
-
6) Financial instruments not measured at fair value
-
a) Fair value information
The Group's financial instruments not measured at fair value include cash and cash equivalents, notes and accounts receivable, other receivables, guarantee deposits paid, notes and accounts payable, other payables, guarantee deposits received and part of other financial assets, whose carrying amount is reasonably close to the fair value, disclosure of fair value information is not required.
b) Valuation techniques
The Group's valuation methods and assumptions used for financial instruments not measured at fair value are as follows:
Since the maturity date is close and the future receipt and reimbursement price is similar to the book value, the fair value of cash and cash equivalents, notes and accounts receivable, other receivables, notes and accounts payable and other payables were measured at book value at the reporting date.
-
(y) Financial risk management
-
(i) Overview
The Group has exposures to the following risks arising from its financial instruments:
-
1) Credit risk
-
2) Liquidity risk
-
3) Market risk
The following likewise discusses the Group's objectives, policies and processes for measuring and managing the above mentioned risks.
(ii) Structure of risk management
The Group's risk management policies are established to identify and analyze the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.
- (iii) Credit risk
(Continued)
56
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
1) Notes and accounts receivable
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Group is required to conduct management and credit risk analysis for each of its new customers before the terms and conditions of the contract and delivery are set in accordance with the internal credit policy. The internal risk control system assesses the credit quality of customers by considering their financial status, past experiences and other factors. The main credit risk derives from cash and cash equivalents, deposits in banks and in financial institutions. Furthermore, credit risk may derive from customers, including unreceived receivables and committed transaction.
- 2) Guarantees
The Group's policy is to provide financial guarantees only to wholly owned subsidiaries. As of December 31, 2020 and 2019, no other guarantees were outstanding.
- (iv) Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset.
The Group manages sufficient cash and cash equivalents so as to cope with its operations and mitigate the effects of fluctuations in cash flows. The Group's management supervises the banking facilities and ensures compliance with the terms of loan agreements.
As of December 31, 2020 and 2019, the Group's unused credit line were amounted to $7,683,833 thousand and $2,669,748 thousand, respectively.
- (v) Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, and equity prices, will affect the Group's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, and optimizing the return.
- 1) Currency risk
The Group is a multinational institution and therefore exposes to currency risk deriving from many different currencies, mainly from USD and RMB. The relevant currency risk stems from future commercial transactions, recognized assets and liabilities, and net investments in foreign operating agencies.
- 2) Interest rate risk
The short-term loans of the Group are debts with floating interest rates. Therefore, changes in market interest rates will lead to changes in the interest rate of short-term loans, resulting in fluctuations of future cash flows.
- 3) Other market price risk
(Continued)
57
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
The Group is exposed to equity price risk due to the investments in equity securities. This is a strategic investment and is not held for trading. The Group does not actively trade in these investments as the management of the Group minimizes the risk by holding different investment portfolios.
(z) Capital management
The Group's objectives for managing capital to safeguard the capacity to continue to operate, to continue to provide a return on shareholders, to maintain the interest of other related parties, and to maintain an optimal capital structure to reduce the cost of capital.
The Group's strategy for managing the capital structure is to lay out the plan of product development and expand the market share considering the growth and the magnitude of industry and further developing an integral plan founded on the required capacity, capital outlay, and magnitude of assets in long-term development. Ultimately, considering the risk factors such as the fluctuation of the industry cycle and the life cycle of products, the Group determines the optimal capital structure by estimating the profitability of products, operating profit ratio, and cash flow based on the competitiveness of products. The management of the Group periodically examines the capital structure and contemplates on the potential costs and risks involved while exerting different financial tools. In general, the Group implements prudent strategy of risk management.
| Total liabilities Less: cash and cash equivalents Net debt Total equity Debt-to-capital ratio |
December 31, 2020 $ 16,897,049 8,501,567 |
December 31, 2020 $ 16,897,049 8,501,567 |
December 31, 2019 14,347,523 6,391,222 |
|---|---|---|---|
$ 8,395,482 |
7,956,301 |
||
$ 10,151,518 |
8,737,813 |
||
82.70% |
91.06% |
- (aa) Cash flows information on acquisition of property, plant and equipment
The supplementary information on acquisition of property, plant and equipment of the Group were as follows:
ws: |
||
|---|---|---|
| Increase in property, plant and equipment Cash payments |
2020 $ 39,100 |
2019 6,972 |
$ 39,100 |
6,972 |
(7) Related-party transactions
- (a) Names and relationship with related parties
The followings are entities that have had transactions with related party during the periods covered in the consolidated financial statements.
Name of related party Relationship with the Group Wholetech System Hitech Limited Investee accounted for using equity method Ablerex Electronics Co., Ltd. Investee accounted for using equity method JG Environmental Technology Co., Ltd. Investee accounted for using equity method
(Continued)
57
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
ECO Energy Corporation
Investee accounted for using equity method
(Continued)
58
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
| Name of related party UniMEMS Manufacturing Co., Ltd. AIRREX Co., Ltd. FU-KUO ENGINEERING CO., Ltd. Huayuan Engineering Co., Ltd. Dentsu Engineering Co., Ltd. Yun Hao Motor Technician Office Sheng Yang Integration Co., Ltd. All directors, supervisors, general managers and deputy general managers Wholetech System Hitech(s) Pte, Ltd. |
Relationship with the Group |
|---|---|
Related partyRelated partyRelated partyRelated partyRelated partyRelated partyRelated partyKey management personnelAn associate |
-
(b) Significant transactions with related parties
-
(i) Operating revenue
The amounts of significant sales by the Group to related parties were as follows:
| Other related parties | 2020 $ 12 |
2019 44 |
|---|---|---|
There is no significant difference between the credit terms of the Group and of the same businesses.
(ii) Construction cost
The amounts of purchases by the Group from related parties were as follows:
| Associates Other related parties |
2020 $ 295,767 159,403 |
2019 116,539 130,286 |
|---|---|---|
$ 455,170 |
246,825 |
There is no significant difference between the payment terms of the Group and of the same businesses.
- (iii) Payables to Related Parties
The payables to related parties were as follows:
| Account Notes payable Accounts payable Accounts payable Other payables |
Relationship Other related parties Associates Other related parties Other related parties- |
December 31, 2020 $ 5,983 192,481 43,612 166,481 |
December 31, 2019 - 31,595 68,159 160,183 |
|---|---|---|---|
(Continued)
58
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
Name of related party
Relationship with the Group
Dentsu Engineering
(Continued)
59
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
$ 408,557 259,937
Other payables mentioned above included package fee disbursements, salaries and interests, etc. Please refer note 12 (c) for further information.
- (iv) Leases
Rental income Name of related party Object Lease term 2020 2019 Associates 1F., No.1、3, Ln. 7, 2020.01.01~ $ 4,464 4,392 Baogao Rd., 2021.05.31 Xindian Dist., New Taipei City 231, Taiwan (R.O.C.) Associates Parking Space 2020.01.01~ 72 72 2021.05.31 Other related No.18, Aly. 2, Ln. 2017.08.01~ 97 194 parties 261, Xinghua Rd., 2020.04.30 Shanhua Dist., Tainan City 741, Taiwan (R.O.C.) $ 4,633 4,658
- (v) Finance costs
| Other related parties-Dentsu Engineering Other income Other related parties |
2020 $ 6,298 |
2019 6,298 |
|---|---|---|
2020 $ 61 |
2019 - |
-
(vi) Other income
-
(vii) Property transactions
The disposals of property, plant and equipment to related parties were summarized as follows:
| Relationship Associate |
2020 Disposal price Gain (loss) from disposal $ - - |
2019 Disposal price Gain (loss) from disposal 2,420 2,411 |
|---|---|---|
| Disposal price $ - |
Disposal price 2,420 |
- (c) Key management personnel compensation
| Short-term employee benefits | 2020 $ 207,242 |
(Continued) 2019 161,054 |
|---|---|---|
59
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
Post-employment benefits
1,401 1,372
(Continued)
60
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
| Pledged assets The carrying values of pledged assets were as follows: Pledged assets Object Restricted assets (other non- current assets) Engineering performance bond |
$ 208,643 |
162,426 |
|---|---|---|
December 31, 2020 $ 850 |
December 31, 2019 1,013 |
|
(8) Pledged assets
(9) Commitments and contingencies
-
(a) As of December 31, 2020 and 2019, except for the disclosures of Note 7, the Group's commitments and contingencies were as follows:
-
(i) As of December 31, 2020 and 2019, guaranteed notes received from construction contractors for performance guarantees or maintenance guarantees amounted to $12,033,762 thousand and $10,511,547 thousand, respectively.
-
(ii) As of December 31, 2020 and 2019, guaranteed notes issued to construction contractors for performance guarantees or maintenance guarantees amounted to $27,115 thousand and $159,283 thousand, respectively.
-
(iii) As of December 31, 2020 and 2019, guaranteed notes issued for bank loans and letters of credits amounted to $2,000,000 thousand and $400,000 thousand, respectively.
-
(iv) As of December 31, 2020 and 2019, guaranteed letters offered by banks for contract performance guarantees amounted to $453,139 thousand and $106,673 thousand, respectively.
-
(v) As of December 31, 2020 and 2019, the total contract price of contracted construction projects amounted to $125,228,244 thousand and $117,164,497 thousand, respectively, and the contract payments received by the Group amounted to $79,470,666 thousand and $59,192,856 thousand, respectively.
-
(vi) As of December 31, 2020 and 2019, the total subcontract price of subcontracted construction projects amounted to $14,845,499 thousand and $12,772,666 thousand, respectively, and the contract payment paid by the Group amounted to $12,118,963 thousand and $10,855,789 thousand, respectively.
-
(vii) As of December 31, 2020 and 2019, the outstanding letters of credits issued by the Group for purchasing equipment amounted to $196,240 thousand and $100,011 thousand, respectively.
-
(viii) As of December 31, 2020 and 2019, guaranteed notes received from lessees for rental of buildings both mounted to $1,073 thousand.
-
(b) Significant contracts
The Board of Directors' meeting on June 12, 2020, the Group decided to enter into a real estate purchase agreement to be used as its headquarters. The total value of the contract including tax was
(Continued)
61
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
$516,950 thousand, as of December 31, 2020, the remaining unpaid balance was $416,140 thousand.
(c) Significant liabilities:
Among the construction contracts entered by the Group, 240 of them have not been completed. As of December 31, 2020, the following table presents the main contracts (including contracts with total prices over 100 million) of the Group:
| Proprietor | Date of project |
Description | Warranty service period |
Restrictions |
Note |
|---|---|---|---|---|---|
| InfoVision Optoelectronics (Kunshan) Co., Ltd |
2007/12/1-2009/ 12/31 |
Longteng Optoelectronics 110K Expansion Main System Engineering |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2012/5/14-2013/ 7/31 |
TSMC F6 BUMPPING engineering |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2012/5/25-2013/ 10/31 |
F12 P6 CCD EXPANSION-EDC2 F12 P4 SITE |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2016/3/1-2017/1 2/31 |
TSMC F15 P5 MEP PACKAGE(STAGE 1)(UPS) |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2016/10/1-2017/ 12/31 |
TSMC F15 P6 CR SCADTEM addition engineering |
One year |
Delay penalty:one thousandth of total contract price per day |
Note |
| systems on silicon manufacturing company Pte.Ltd. |
2018/2/12-2018/ 6/30 |
new construction of SSMC factory equipment procurement |
One year | Delay penalty:one thousandth of total contract price per day |
|
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2018/4/13-2018/ 12/31 |
TSMC F15P7 C/R PROJECT A |
One year | Delay penalty:one thousandth of total contract price per day |
|
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2018/4/30-2019/ 2/28 |
TSMC F18 P1 MEP-A PACKAGE |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2018/4/30-2019/ 2/28 |
TSMC F18 P1 MEP-B PACKAGE |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2018/4/30-2019/ 2/28 |
TSMC F18 P1 FIRE PACKAGE |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2018/5/3-2019/4 /30 |
TSMC F18 P1 C/R | One year | Delay penalty:one thousandth of total contract price per day |
Note |
(Continued)
62
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
| Proprietor | Date of project |
Description | Warranty service period |
Restrictions |
Note |
|---|---|---|---|---|---|
| Yangtze River Storage Technology |
2018/6/4-2018/9 /30 |
Yangtze River Storage National Storage Base (Phase I) Industrial equipment pipeline of Import equipment |
One year | Delay penalty:one thousandth of total contract price per day |
|
| MICRON MEMORY TAIWAN CO., Ltd. |
2018/7/4-2018/1 2/31 |
Build up for MTB warehouse | One year | Delay penalty:one thousandth of total contract price per day |
|
| MICRON MEMORY TAIWAN CO., Ltd. |
2018/7/17-2019/ 07/31 |
A2 E100 expansion project | One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2018/7/27-2018/ 12/31 |
TSMCF18P1 EBO | One year | Delay penalty:one thousandth of total contract price per day |
|
| KOPIN TAIWAN CORPATION |
2018/8/24-2019/ 3/31 |
New construction of TURNKEY |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| AU Optronics Corporation | 2018/12/4-2019/ 5/31 |
L3DIJP Project | One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2018/12/15-201 9/12/31 |
TSMC F18 P2 MEP-A PACKAGE |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2018/12/15-201 9/12/31 |
TSMC F18 P2 MEP-B PACKAGE |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2018/12/15-201 9/12/31 |
TSMC F18 P2 FIRE PACKAGE |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2018/12/15-201 9/12/31 |
TSMC F18 P2 PCW PACKAGE |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2018/12/20-201 9/12/31 |
TSMC F18 P2 C/R PACKAGE |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| Advanced. Wireless Semiconductor Company |
2019/02/11-202 0/12/31 |
New construction of Hongjie Phase II plane construction factory (A,B,C,D,E,FBuilding) -Mech anical andelectrical contractingengineering |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| MICRON MEMORY TAIWAN CO., Ltd. |
2019/03/04-202 1/12/31 |
New construction of MICRON factory project design |
One year |
Delay penalty:one thousandth of total contract price per day |
Note |
(Continued)
63
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
| Proprietor | Date of project |
Description | Warranty service period |
Restrictions |
Note |
|---|---|---|---|---|---|
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2019/7/4-2020/1 2/31 |
TSMC F15P7 C/R Project B | One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2019/7/18-2020/ 12/31 |
TSMC F15 P7 MEP PACKAGE B |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2019/10/21-202 0/12/31 |
TSMC F18 P3 MEP A PACKAGE |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2019/10/21-202 0/12/31 |
TSMC F18 P3 MEP B PACKAGE |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2019/10/21-202 0/12/31 |
TSMC F18 P3 FIRE PACKAGE |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2019/11/13-202 0/12/31 |
TSMC F18 P3 C/R | One year | Delay penalty:one thousandth of total contract price per day |
Note |
| Yangtze River Storage Technology |
2020/1/3-2020/1 0/15 |
Yangtze River Storage (Phase I) second stage project of pipeline purchase and installation in section B- imported equipment |
One year | Delay penalty:one thousandth of total contract price per day |
|
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2020/1/10-2020/ 12/31 |
TSMC F18 P3 EBO CR PACKAGE |
One year | Delay penalty:one thousandth of total contract price per day |
|
| Advanced. Wireless Semiconductor Company |
2020/4/20-2021/ 6/30 |
New construction of Hongjie clean rooms systems install |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| MICRON MEMORY TAIWAN CO., Ltd. |
2020/4/15-2021/ 3/31 |
f16 tool install service po-Gas/NG/BA |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2020/6/15-2022/ 6/14 |
TSMC F18 P4 MEP PACKAGE |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2020/6/1-2021/1 0/31 |
TSMC F18 P4 CLEAN ROOM PACKAGE |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2020/10/20-202 1/12/31 |
TSMC F18 P4 CLEAN ROOM PACKAGE |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
(Continued)
64
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
| Proprietor | Date of project |
Description | Warranty service period |
Restrictions |
Note |
|---|---|---|---|---|---|
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2020/11/1-2021/ 12/31 |
TSMC RDR1 C/R | One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2020/11/11-202 1/12/31 |
TSMC F18 P5 CLEAN ROOM PACKAGE |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2020/11/1-2021/ 12/31 |
TSMC F18 P5 MEP PACKAGE |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
- Note : The contract is unable to settle for the final acceptance is not completed by the owners. Hence, the Group does not have further responsibility and penalty. The additional project has not been completed, but the date of projects is same as the period of main contract.
(10) Losses Due to Major Disasters: None.
(11) Subsequent Events: None.
(12) Other
- (a) A summary of current-period employee benefits, depreciation and amortization, by function, was as follows:
follows: |
||||||
|---|---|---|---|---|---|---|
| By function By nature |
2020 | 2019 | ||||
| Operating costs |
Operating expenses |
Total | Operating costs |
Operating expenses |
Total | |
| Employee benefits | ||||||
| Salary | 661,890 | 826,601 |
1,488,491 |
652,457 |
629,790 |
1,282,247 |
| Labor and health insurance | 26,507 |
37,205 |
63,712 |
27,100 |
31,309 |
58,409 |
| Pension | 14,528 | 20,391 |
34,919 |
16,256 |
18,780 |
35,036 |
| Remuneration of directors | - | 52,790 | 52,790 |
- |
38,676 | 38,676 |
| Others | 31,963 | 23,140 |
55,103 |
47,681 |
16,030 |
63,711 |
| Depreciation | 19,055 | 29,658 |
48,713 |
12,309 |
28,639 |
40,948 |
| Amortization | 892 | 583 |
1,475 |
1,044 |
2,758 |
3,802 |
-
(b) Certain directors of the Company were sentenced of violating the Securities and Exchange Act by the Taiwan High Court (the “High Court”). With respect to the main content of the judgment, corresponding measures and the impact of the litigation on the operations, please refer to the following information:
-
(i) Main Content of the Judgment
On June 5, 2013, the Taipei District Prosecutors Office (the “Prosecutors Office”) filed a public prosecution against Chairman Chen and former Chairman Wang of the Company, and others, on the accusation of embezzlement, and claimed that between 2001 and 2011, the
(Continued)
65
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
defendants have transferred more than NT$1.3 billion, from the funds of Company, to other companies that are effectively controlled by the defendants as follows: Dentsu Engineering Co. Ltd (“Dentsu”), Fukuo Engineering Co. Ltd., and Huayuan Engineering Co. Ltd. After the defendants presented numerous evidence to clarify the relevant facts during the trial, the Taipei District Court sentenced on August 31, 2015 (No. 102 Jin-Chung-Chung-Su-Tzu 17) with the following main content: the court adopts the defendants' explanations and evidence regarding the NT$1.3 billion, as mentioned in the indictment, that the funds, except for part of them are payment for construction fee and the wages of the construction workers, the rest of the funds were used for repaying several incidental payments (collectively referred to as the “Package Fees”), previously paid by Dentsu and other companies. There is also no evidence provided that the defendants had committed an offence involving embezzlement or breach of trust; therefore, the court considers that the defendants were not guilty of each of the above-mentioned criminal charge. However, the court still held the defendants guilty for financial statement fraud due to failure to disclose in the financial statements of Dentsu and other companies and the Package Fees thereof. The defendants all appealed against the conviction while the public prosecutor also filed an appeal against the acquittal part of the verdict; and due to the death of Mr. Wang, the former Chairman of the Company, the High Court (No. 104 Jin-Shang-Chung-Su-Tzu 40) declared a dismissal judgment for Mr. Wang on July 25, 2017 with respect to the charges of non-arm's length transactions, breach of trust, and embezzlement. The High Court stated that there was no evidence to prove that the defendants, other than Mr. Wang, were guilty and the public prosecutor accepted the acquittal judgment without further appeal. As for the High Court's decision of guilty on the financial statement fraud, the sentences on two of the defendants were finalized because they were given probations and decided not to appeal; while Chairman Chen appealed to the Supreme Court, wherein the Supreme Court (No. 106 Tai-Shang-Tzu 3336), on July 25, 2018, reversed and remanded the case to the High Court whose further judgment (No. 107 Jin-Shang-Chung-Geng-Yi-Tzu 8) on December 10, 2019 sentenced Mr. Chen guilty for misrepresented financial statements for certain years and guilty for violations of the Business Entity Accounting Act, as well as a five-year probation; Chairman Chen filed an appeal while the SFIPC center also requested the prosecutor to appeal. The Supreme Court reversed and remanded the case to the High Court on July 17, 2020, moving the case for further proceedings in the High Court.
(ii) Corresponding Measures
Since the establishment of the Company by the former Chairman Wang, the performance and earnings have always surpassed those of the same industry. Apart from having no deficit, almost all distributable surplus has always been distributed to shareholders; additionally, Chairman Wang almost has never sold his shares in the Company since the Company was listed on the OTC market, which proves Chairman Wang's loyalty and confidence in the Company; Chairman Chen has assisted with matters of the Company for decades and has worked hard for the Company. Owing to the contributions of both of them, the Company has thrived and has been able to consistently make stable profits. Therefore, we feel grateful that the investigation by the first and second instance courts and the retrial court resulting in the opinions of the court that the assertions of non-arm's length transactions, breach of trust and embezzlement as indicted by the prosecutor are not true. It is regrettable that the court still considers that the financial reports of certain fiscal years are misrepresented. As the Supreme Court has reversed and remanded the case to the High Court, the Company will await the final judgment.
(Continued)
66
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
- (iii) Impact on the Operations
Since the occurrence of this case, the staff of the Company altogether have continued to stay on their posts and serve customers. The Company has also received support from proprietors and third-party firms. The Company's revenue continues to grow, while the progress, collection and payment operations of projects remain normal. Current business and finances of the Company are quite robust, as the Company's operations have not been affected by any of the judicial events.
- (iv) On December 5, 2013, based on the contents of the indictment, the SFIPC argued that it was inappropriate for the former three directors to hold such positions in the Company and appealed for court decision to dismiss the directors' positions.
As mentioned above, under the leadership of the former Chairman Wang, the operations and performances of the Company were extremely good. Apart from the record of the indictment, the SFIPC did not propose any specific evidence of the three directors' unsuitability for directorship. On February 6, 2014, the shareholders' meeting was held, and after discussion and resolutions, the majority of shareholders supported the decision for the three directors to continue to run the Company. In 2015, the shareholders' general meeting re-elected directors, and the three directors also won the majority of the shareholders' support for re-election. Under the Taipei District Court's ruling in June 18, 2015, the SFIPC lost the lawsuit. The SFIPC filed an appeal, but due to the death of Chairman Wang, the SFIPC withdrew part of the appeal and changed its petition to be dismissing two directors' positions from June 16, 2015 to June 15, 2018. The court of Second Instance decided in early February 2016 to dismiss the complaint of the SFIPC about changes of claims. The SFIPC appealed to the Court of Third Instance on March 28, 2016. The Supreme Court (No. 106 Tai-Shang-Tzu 2658) revoked the original Second Instance judgment on September 28, 2018, and remanded the case to the High Court. On April 28, 2020, the two directors were disqualified from being a director by the High Court order. Both directors filed appeals on May 18, 2020, but due to the resignation of director Lee on June 2, 2020, she withdrew the appeal on June 3 in the same year and the court's decision on director Lee became finalized as of the date thereof; while the appeal part regarding director Chen is currently under the trial of the Supreme Court. The financial and business operations of the Company have also not been affected by this lawsuit.
- (v) According to the content of the indictment on January 27, 2014, the SFIPC filed a group lawsuit on behalf of the investor on the grounds that the Company's financial reports from the third quarter of 2008 to 2011 were misrepresented, requesting the Company, directors and former supervisors to jointly compensate the investors for the damage amounting to more than NT$243 million.
As stated above, the Company's operations and financial position have always been sound, and its share price has remained at a considerable level. It has been a stable and profitable Company for a long time. Relevant parties have also indicated that the Company has handled the affairs of the Company's interests and has not caused the Company's financial reports to be misrepresented. The judgment of the criminal first retrial court also holds that even though the Company's financial reports and financial business documents between years 2008 and 2011 were indeed misrepresented and have not reached materiality criteria, they have only violating the Business Accounting Laws regulations. As the Supreme Court reversed and remanded the case to the High Court, the case remains for further proceedings in the High Court. Before the criminal case and the final judgment of this civil action are determined, whether the Company
(Continued)
67
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
has misrepresented financial reports in the past years stated, the investors have been harmed, or the damage is related to false financial reporting, etc., it would take a period of time before the judgment is announced. This lawsuit has also not affected the normal operation of the Company's current financial business.
- (c) The Company received the civil judgment from the Taiwan Taipei District Court on September 2, 2014 that the Company should pay the package fees of $104,559 thousand and the former Chairman Wang's salary from January 2001 to April 2012, as previously paid by Dentsu, amounting to $21,405 thousand.
In the third quarter of 2014, in accordance with the judgment stated above, the Company assessed and took into accounts the package fees and salary paid by Dentsu, which have yet to be reimbursed by the Company (respectively logged as construction costs and management costs). The Company also estimated that the relevant interest payable as of December 31, 2019 amounted to $40,517 thousand (please refer to note 7).
As of the reporting date, the Company has yet to reimburse the abovementioned package fees, salary and related interests.
- (d) On September 5, 2016, Jiangxi United Integrated Services Ltd. (“Jiangxi UIS”) and Fujian Mantix Display Technology Co. Ltd. (“Fujian Mantix”) have executed the “Clean City Subcontract A Turn-Key Agreement” for the “Phrase I Project of the Fujian Mantix High-Tech Panel Construction” (“Project”) in Hanjiang District, Putian City, and have subsequently executed four supplemental agreements, including the “Electrical and Mechanical Installation Project of Section A” and the “Light Current System Installation Project”. Jiangxi UIS had performed all of the obligations arising from the abovementioned agreements; while Fujian Mantix accepted and put the Project into operation for which warranty coverage has expired but failed to make payments amounting to CNY 27,303 thousand pursuant to the Agreements. On April 23, 2020, Jiangxi UIS filed a lawsuit to recover the unpaid fees and relevant interest and applied for an asset preservation order in the Fujian Putian Middle Class People's Court (“People's Court”). On June 5, 2020, the People's Court ordered to freeze Fujian Mantix's certain bank accounts within a certain range of deposit amounts. A meditated settlement agreement (“Settlement”) was reached between the parties subsequently and was approved by the People's Court on September 28, 2020. Pursuant to the Settlement, the parties agreed that the total sum of the unpaid amount shall be CNY 28,000 thousand (“Settlement Amount”). The Settlement Amount shall be paid in 7 installments commencing on October 31, 2020 with the last payments due on April 30, 2021, and if Fujian Mantix fails to pay on time, the total sum of the payment will be restored back to amount recognized by the parties amounting to CNY 27,301 thousand plus the interest of CNY 1,200 thousand.
As of December 31, 2020, Fujian Mantix has yet to receive the abovementioned payments amounting to CNY 10,646 thousand (equivalent to NTD 46,600 thousand). The consolidated company conducted relevant assessments and recognized that the allowance for loss regarding the abovementioned payments is CNY 3,237 thousand (equivalent to NTD 14,168 thousand) by December 31, 2020.
(Continued)
68
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
(13) Other disclosures
- (a) Information on significant transactions:
The following is the information on significant transactions required by the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" for the Group for the year ended December 31, 2020:
(i) Loans to other parties:
| Loans to other parties: | Loans to other parties: | Loans to other parties: | Loans to other parties: | Loans to other parties: | Loans to other parties: | Loans to other parties: | Loans to other parties: | Loans to other parties: | Loans to other parties: | Loans to other parties: | Loans to other parties: | Loans to other parties: | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Unit:in thousands ofNewTaiwan Dollar | ||||||||||||||||
| No. | Name of lender |
Name of borrower |
Account name |
Related party |
Highest balance of financing to other parties during the period |
Ending balance (Note 1) |
Actual usage amount during the period |
Range of interest rates |
Purposes of fund financing for the borrower (Note 3) |
Transaction amount for business between two parties |
Reasons for short-term financing |
Loss allowance |
Collateral | Individual funding loan limit (Note 2) |
Maximum limit of fund financing (Note 2) |
|
| Item | Value | |||||||||||||||
| 0 | The Company |
Su Yuan Trading (Shanghai) Co., Ltd. |
Other receivables |
Yes |
139,252 | 139,189 |
130,019 |
1.95% | 2 |
- |
Operating capital |
- | - | 2,000,810 | 4,001,621 |
Note 1: The ending balance during the current period is the amount, not the actual usage amount.
Note 2: The total amount of the Company's externally handled funds and loans does not exceed 40% of the Company's net worth, and the loan for a single business fund is not more than 20% of the Company's net worth. Note 3: The capital loan and nature are as follows: There are business contacts for 1 The need for short-term financing is 2
Note 4: The transactions were eliminated in the preparation of consolidated financial statements.
-
(ii) Guarantees and endorsements for other parties: None
-
(iii) Securities held at the end of the period (excluding investment in subsidiaries, associates and joint ventures):
| Unit: in thousands of New Taiwan Dollar/thousand of shares | Unit: in thousands of New Taiwan Dollar/thousand of shares | Unit: in thousands of New Taiwan Dollar/thousand of shares | Unit: in thousands of New Taiwan Dollar/thousand of shares | Unit: in thousands of New Taiwan Dollar/thousand of shares | Unit: in thousands of New Taiwan Dollar/thousand of shares | ||||
|---|---|---|---|---|---|---|---|---|---|
| Name of holder |
Category and name of security |
Relationship with company |
Account title |
Ending balance | Highest Percentage of ownership (%) |
Note |
|||
| Shares/Units (thousands) |
Carrying value |
Percentage of ownership (%) |
Fair value | ||||||
| The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company |
stock-Nanya Technology Corporation stock-Taichung Commercial Bank Co., Ltd. stock-Acer stock-Chunghwa Telecom Co., Ltd. stock-CTCI Co., Ltd. stock-Powerchip Semiconductor Manufacturing Corporation stock-Powerchip Technology Corporation totals stock-Taiwan Electronic Data Processing Corp. stock-Pu-Xun Venture Capital stock-Aetas Technology Inc. stock-Zowie Technology Corporation stock-Glandtex Corporation stock-Promos Technologies Inc. totals stock-Jiangxi Construction |
- - - - - - - - - - - - - - |
Current 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 profit or loss Current 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 profit or loss Current financial assets at fair value through profit or loss Non-current financial assets at fair value through profit or loss Non-current financial assets at fair value through profit or loss Non-current financial assets at fair value through profit or loss Non-current financial assets at fair value through profit or loss Non-current financial assets at fair value through profit or loss Non-current financial assets at fair value through profit or loss Non-current financial assets at fair value through other comprehensive income |
63 111 1,400 26 10 7,580 4,139 374 722 91 15 1 2 Note 1 |
5,507 1,201 33,110 2,834 382 378,846 78,010 499,890 |
- % - % 0.05 % - % - % 0.24 % 0.13 % 9.65 % 1.67 % 0.30 % 0.07 % 0.01 % - % 19.80 % |
5,507 1,201 33,110 2,834 382 378,846 78,010 3,178 3,627 - - - - 1,958,718 |
- - - - - 1 |
|
3,178 3,627 - - - - 6,805 |
|||||||||
1,958,718 |
Note 1: Registered with the amount of capital contribution.
(Continued)
69
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
-
(iv) Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20% of the capital stock: None.
-
(v) Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock:
| Unit:thousand dollars | Unit:thousand dollars | Unit:thousand dollars | Unit:thousand dollars | Unit:thousand dollars | Unit:thousand dollars | Unit:thousand dollars | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name of company |
Name of property |
Transaction date |
Transaction amount |
Status of payment |
Counter-party | Relationship with the Company |
If the counter-party is a related party, **disclose the previous transfer information ** |
References for determining price |
Purpose of acquisition and current **condition ** |
Others | |||
| **Owner ** | Relationship with the Company |
Date of **transfer ** |
Amount | ||||||||||
| The Company |
Land | June 12, 2020 | 361,860 | paid: 61,560 |
Tsuan Lin, Hong | - | - | - | - | - | Appraisa report from Lichyuan rea estat appraisal firm |
l l e Headquarters |
None |
| The Company |
Building | June 12, 2020 | 155,090 | paid: 39,250 |
DeEn. Construction Co., Ltd |
- |
- | - | - | - | Appraisa report from Lichyuan rea estat appraisal firm |
l l e Headquarters |
None |
-
(vi) Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock: None.
-
(vii) Related-party transactions for purchases and sales with amounts exceeding the lower of NT$100 million or 20% of the capital stock: None
-
(viii) Receivables from related parties with amounts exceeding the lower of NT$100 million or 20% of the capital stock:
| Unit: in thousands of New Taiwan Dollar | Unit: in thousands of New Taiwan Dollar | Unit: in thousands of New Taiwan Dollar | Unit: in thousands of New Taiwan Dollar | |||||
|---|---|---|---|---|---|---|---|---|
| Name of company |
Related party | Nature of relationship |
Ending balance |
Turnover rate |
Overdue |
Amounts received in subsequent period |
Loss allowances |
|
| Amount | Action taken | |||||||
| The Company |
Su Yuan (Shanghai) Trading Ltd. |
Subsidiary |
166,510 | - |
- | 931 | - |
Note: The transactions were eliminated in the preparation of consolidated financial statements.
-
(ix) Trading in derivative instruments: None.
-
(x) Business relationships and significant intercompany transactions:
| Unit: in thousands of | Unit: in thousands of | New Taiwan Dollar | |||||
|---|---|---|---|---|---|---|---|
| No. | Name of company | Name of counter- party |
Nature of relationship |
Intercompany transactions | |||
| Account name | Amount | Trading terms | Percentage of the consolidated net revenue or total assets |
||||
| 0 | United Integrated Services Co., Ltd. |
Beijing Hanhe Tang Medical Devices Co., Ltd. |
1 | Accounts Receivable - Related Parties |
3,289 | There is no different from general transaction. |
0.01% |
| 1 | Beijing Hanhe Tang Medical Devices Co., Ltd. |
United Integrated Services Co., Ltd. |
2 | Accounts Payable - Related Parties |
3,289 | There is no different from general transaction. |
0.01% |
| 0 | United Integrated Services Co., Ltd. |
Hanxuan Energy Co., Ltd |
1 | Other Receivables - Related Parties |
60 | There is no different from general transaction. |
-% |
| 2 | Hanxuan Energy Co., Ltd |
United Integrated Services Co., Ltd. |
2 | Accounts Payable - Related Parties |
60 | There is no different from general transaction. |
-% |
| 0 | United Integrated Services Co., Ltd. |
Hunter Energy Co., Ltd | 1 |
Other Receivables - Related Parties |
33 | There is no different from general transaction. |
-% |
| 3 | Hunter Energy Co., Ltd | United Integrated Services Co., Ltd. |
2 | Accounts Payable - Related Parties |
33 | There is no different from general transaction. |
-% |
| 0 | United Integrated Services Co., Ltd. |
Su Yuan Trading (Shanghai) Co., Ltd |
1 | Long-Term Accounts Receivable - Related Parties |
166,510 | There is no different from general transaction. |
0.62% |
| 4 | Su Yuan Trading (Shanghai) Co., Ltd |
United Integrated Services Co., Ltd. |
2 | Long-Term Accounts Payable - Related Parties |
166,510 | There is no different from general transaction. |
0.62% |
| 0 | United Integrated | United Integrated | 1 | Long-Term Accounts | 36,257 |
There is no different | 0.13% |
(Continued)
69
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
Services Co., Ltd. Services Co., Ltd. Receivable - Related from general transaction. (JIANGXi) Parties
(Continued)
70
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
| No. | Name of company | Name of counter- party |
Nature of relationship |
Intercompany transactions | Intercompany transactions | ||
|---|---|---|---|---|---|---|---|
| Account name | Amount | Trading terms | Percentage of the consolidated net revenue or total assets |
||||
| 5 | United Integrated Services Co., Ltd. (JIANGXi) |
United Integrated Services Co., Ltd. |
2 | Long-Term Accounts Payable - Related Parties |
36,257 | There is no different from general transaction. |
0.13% |
| 0 | United Integrated Services Co., Ltd. |
United Integrated Services Ltd. (British Virgin Islands) |
1 | Accounts Payable - Related Parties |
25,756 | There is no different from general transaction. |
0.10% |
| 6 | United Integrated Services Ltd. (British Virgin Islands) |
United Integrated Services Co., Ltd. |
2 | Accounts Receivable - Related Parties |
25,756 | There is no different from general transaction. |
0.10% |
| 0 | United Integrated Services Co., Ltd. |
United Integrated Services Co., Ltd. (JIANGXi) |
1 | Construction Revenue | 39,469 |
There is no different from general transaction. |
0.11% |
| 5 | United Integrated Services Co., Ltd. (JIANGXi) |
United Integrated Services Co., Ltd. |
2 | Construction Cost | 39,469 | There is no different from general transaction. |
0.11% |
| 0 | United Integrated Services Co., Ltd. |
United Integrated Services Co., Ltd. (Singapore) |
1 | Construction Revenue | 696 |
There is no different from general transaction. |
-% |
| 7 | United Integrated Services Co., Ltd. (Singapore) |
United Integrated Services Co., Ltd. |
2 | Construction Cost | 696 | There is no different from general transaction. |
-% |
| 0 | United Integrated Services Co., Ltd. |
Beijing Hanhe Tang Medical Devices Co., Ltd. |
1 | Sales | 277 | There is no different from general transaction. |
-% |
| 1 | Beijing Hanhe Tang Medical Devices Co., Ltd. |
United Integrated Services Co., Ltd. |
2 | Cost of Goods Sold | 277 | There is no different from general transaction. |
-% |
| 0 | United Integrated Services Co., Ltd. |
Hanxuan Energy Co., Ltd |
1 | Rental Income | 13 | There is no different from general transaction. |
-% |
| 2 | Hanxuan Energy Co., Ltd |
United Integrated Services Co., Ltd. |
2 | Rental Expense | 13 | There is no different from general transaction. |
-% |
| 0 | United Integrated Services Co., Ltd. |
Hanxuan Energy Co., Ltd |
1 | Construction Revenue | 81,191 |
There is no different from general transaction. |
0.23% |
| 2 | Hanxuan Energy Co., Ltd |
United Integrated Services Co., Ltd. |
2 | Construction Cost | 81,191 | There is no different from general transaction. |
0.23% |
| 0 | United Integrated Services Co., Ltd. |
Hunter Energy Co., Ltd | 1 |
Construction Revenue | 81,162 |
There is no different from general transaction. |
0.23% |
| 3 | Hunter Energy Co., Ltd | United Integrated Services Co., Ltd. |
2 | Construction Cost | 81,162 | There is no different from general transaction. |
0.23% |
| 0 | United Integrated Services Co., Ltd. |
Hunter Energy Co., Ltd | 1 |
Rental Income | 8 | There is no different from general transaction. |
-% |
| 3 | Hunter Energy Co., Ltd | United Integrated Services Co., Ltd. |
2 | Rental Expense | 8 | There is no different from general transaction. |
-% |
| 0 | United Integrated Services Co., Ltd. |
Su Yuan Trading (Shanghai) Co., Ltd |
1 | Interest Income | 2,637 | There is no different from general transaction. |
0.01% |
| 4 | Su Yuan Trading (Shanghai) Co., Ltd |
United Integrated Services Co., Ltd. |
2 | Interest Expense | 2,637 | There is no different from general transaction. |
0.01% |
| 8 | Suzhou Hantai System Integration Co., Ltd. |
United Integrated Services Co., Ltd. (JIANGXi) |
3 | Rental Income | 4,295 | There is no different from general transaction. |
0.01% |
| 5 | United Integrated Services Co., Ltd. (JIANGXi) |
Suzhou Hantai System Integration Co., Ltd. |
3 | Rental Expense | 4,295 | There is no different from general transaction. |
0.01% |
| 8 | Suzhou Hantai System Integration Co., Ltd. |
Su Yuan Trading (Shanghai) Co., Ltd |
3 | Rental Income | 475 | There is no different from general transaction. |
-% |
| 4 | Su Yuan Trading (Shanghai) Co., Ltd |
Suzhou Hantai System Integration Co., Ltd. |
3 | Rental Expense | 475 | There is no different from general transaction. |
-% |
| 4 | Su Yuan Trading (Shanghai) Co., Ltd |
United Integrated Services Co., Ltd. (JIANGXi) |
3 | Construction Revenue | 33,816 |
There is no different from general transaction. |
0.09% |
(Continued)
71
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
| No. | Name of company |
Name of counter- party |
Nature of relationship |
Intercompany transactions | Intercompany transactions | ||
|---|---|---|---|---|---|---|---|
Account name |
Amount | Trading terms | Percentage of the consolidated net revenue or total assets |
||||
| 5 | United Integrated Services Co., Ltd. (JIANGXi) |
Su Yuan Trading (Shanghai) Co., Ltd |
3 | Construction Cost | 33,816 | There is no different from general transaction. |
0.09% |
Note 1: The numbering is as follows:
-
“0” represents the parent company
-
Subsidiaries are sequentially numbered from 1 by company
Note 2: Relation between related parties are as follows:
-
Parent company and its subsidiaries
-
Subsidiaries and its parent company
-
Subsidiaries and its subsidiaries
Note 3: The transactions were eliminated in the preparation of consolidated financial statements.
(b) Information on investees:
The following is the information on investees for the year ended December 31, 2020 (excluding information on investees in Mainland China):
| Unit:in t | housands of New | Taiwan Dollar | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name of investor |
Name of investee |
Location | Main businesses and products |
Original inves | tment amount | E | nding balanc | e | Highest Percentage of ownership |
Net income (losses) of investee |
Share of profits /losses of investee (Note 1) |
Note |
| December 31, 2020 |
December 31, 2019 |
Shares (thousands) |
Percentage of ownership |
Carrying value |
||||||||
| The Company |
ABLEREX ELECTRONICS CO., LTD. |
Taiwan |
Sale and purchase of UPS | 189,852 | 189,852 |
14,987 | 33.30% |
490,589 |
33.30% |
43,660 |
14,540 | |
| The Company |
WHOLETECH SYSTEM HITECH LIMITED |
Taiwan |
Gas pipeline engineering | 61,367 | 61,367 |
9,946 | 13.61% |
202,156 |
13.61% |
211,571 |
28,807 | |
| The Company |
JG ENVIRONMENTAL TECHNOLOGY CO., LTD |
Taiwan |
Machinery and Equipment Manufacturing | 47,874 |
47,874 |
3,488 | 17.01% |
54,734 |
17.01% |
33,847 |
5,759 | |
| The Company |
Eco Energy Corporation |
Taiwan |
Integration and Solutions of Battery Energy Storage Systems, Purchase and Sale of Related Materials and Equipment |
99,449 | 99,449 |
6,630 |
16.57% |
101,666 |
16.57% |
14,115 |
2,340 | |
| The Company |
UNIMEMS MANUFACTURING CO., LTD. |
Taiwan |
Machinery and Equipment Manufacturing | 19,000 |
19,000 |
2,095 |
19.49% |
- |
19.49% | - |
- | |
| The Company |
United Integrated Services (BVI) Co., Ltd. |
BVI |
Investment activities | 567,643 | 567,643 |
17,698 |
100.00% |
736,016 |
100.00% |
38,678 |
38,678 | Note 2 |
| The Company |
Hanxuan Energy Co., Ltd. |
Taiwan |
self-usage power generation equipment utilizing renewable energy |
150,000 | - |
15,000 | 100.00% |
135,122 |
100.00% |
(3,081) |
(3,081) | Note 2 |
| The Company |
Hunter Energy Co., Ltd. |
Taiwan |
self-usage power generation equipment utilizing renewable energy |
90,000 | - |
9,000 | 100.00% |
78,124 |
100.00% |
(83) |
(83) | Note 2 |
| The Company |
UNITED INTEGRATED SERVICES (USA) CORP. |
USA |
Clean room system construction | 57,130 | - |
2,000 | 100.00% |
55,759 |
100.00% |
(1,247) |
(1,247) | Note 2 |
| The Company |
UNITED INTEGRATED SERVICES CO., LTD. (Singapore) |
Singapore |
Clean room system construction | 34,040 | 34,040 |
- |
100.00% | (28,282) |
100.00% |
(35,867) |
(35,867) | Note 2 |
| WHOLETECH SYSTEM HITECH LIMITED |
WHOLETECH SYSTEMHITECH (BVI) LIMITED |
BVI |
Investment activities | 170,884 | 170,884 |
5,400 |
100.00% |
233,991 |
100.00% |
10,873 |
10,873 | |
| WHOLETECH SYSTEMHITECH (BVI) LIMITED |
WHOLETECH SYSTEMHITECH (SHANGHAI) LIMITED |
China |
Electromechanical, Circuit, and Pipeline Engineering Businesses |
169,127 | 169,127 |
- |
100.00% | 233,970 |
100.00% |
10,873 |
10,873 | |
| WHOLETECH SYSTEM HITECH LIMITED |
WHOLETECH SYSTEMHITECH INC. |
Mauritius |
Investment activities | 110,559 | 110,559 |
3,500 |
100.00% |
215,412 |
100.00% |
31,117 |
31,117 | |
| WHOLETECH SYSTEM HITECH INC. |
WHOLETECH GROUPINTERNATIONALTR ADING LIMITED |
Mauritius |
Investment activities | 110,559 | 110,559 |
3,500 |
100.00% |
215,412 |
100.00% |
31,117 |
31,117 | |
| WHOLETECH GROUP INTERNATIONAL TRADING LIMITED |
WHOLETECH GROUP (Shanghai) TRADING LIMITED |
China |
Import and Export Trading Business of Electronics, Machineries, Chemical Equipment, Pipe Fitting Hardware, etc. |
110,559 | 110,559 |
- |
100.00% | 215,412 |
100.00% |
31,117 |
31,117 | |
| WHOLETECH SYSTEM HITECH LIMITED |
WHOLETECH SYSTEMHITECH (S) PTE.LTD. |
Singapore |
Construction of water, gas pipelines and sewage systems, gas production, distribution of fuel gas main systems, etc. |
30,865 | 30,865 |
200 |
100.00% |
42,373 |
100.00% |
1,107 |
1,107 | |
| WHOLETECH SYSTEM HITECH (S) PTE. LTD. |
WHOLETECH SYSTEMHITECH (M) SDN.BHD. |
Malaysia |
Construction of water, gas pipelines and sewage systems, gas production, distribution of fuel gas main systems, etc. |
855 | 855 |
100 |
100.00% |
410 |
100.00% |
(45) |
(45) | |
| ABLEREX ELECTRONICS CO., LTD. |
Ablerex-Samoa |
Samoa |
Holding company | 217,445 | 217,445 |
6,635 |
100.00% |
473,807 |
100.00% |
(2,553) |
(3,763) | |
| ABLEREX ELECTRONICS CO., LTD. |
Joint |
BVI |
Provide management services | - | 104 | - |
100.00% | - |
100.00% | - |
- | |
| ABLEREX ELECTRONICS CO., LTD. |
Ablerex-USA |
USA |
Sales of uninterruptible power equipment and systems, solar equipment and related systems, etc. |
8,303 | 8,303 |
250 |
100.00% |
48,190 |
100.00% |
7,060 |
7,060 |
(Continued)
72
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
| Name of investor |
Name of investee |
Location | Main businesses and products |
Original inves | tment amount | E | nding balanc | e | Highest Percentage of ownership |
Net income (losses) of investee |
Share of profits /losses of investee (Note 1) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 |
December 31, 2019 |
Shares (thousands) |
Percentage of ownership |
Carrying value |
||||||||
| ABLEREX ELECTRONICS CO., LTD. |
Ablerex-HK |
Hong Kong |
Sales of uninterruptible power equipment and systems, solar equipment and related systems, etc. |
43 | 43 |
10 |
100.00% |
29,418 |
100.00% |
445 |
840 | |
| ABLEREX ELECTRONICS CO., LTD. |
Ablerex-SG |
Singapore |
Sales of uninterruptible power equipment and systems, solar equipment and related systems, etc. |
48,008 | 48,008 |
2,141 |
100.00% |
92,782 |
100.00% |
7,248 |
8,071 | |
| ABLEREX ELECTRONICS CO., LTD. |
Ablerex-UK |
UK |
Holding company | 4,674 | 4,674 |
100 |
100.00% |
12,676 |
100.00% |
6,391 |
6,925 | |
| ABLEREX ELECTRONICS CO., LTD. |
Ablerex-JP |
Japan |
Sales of uninterruptible power equipment and systems, solar equipment and related systems, etc. |
9,159 | 9,253 |
3 |
99.00% |
9,961 |
99.00% |
6,965 |
7,151 | |
| Ablerex-Samoa |
Ablerex -Overseas |
Hong Kong |
Holding company | 217,445 | 217,445 |
6,635 |
100.00% |
478,971 |
100.00% |
(2,512) |
- | |
| Ablerex-UK |
Ablerex-IT |
Italy |
Sales of uninterruptible power equipment and systems, solar equipment and related systems, etc. |
4,674 | 4,674 |
100 |
100.00% |
12,676 |
100.00% |
6,391 |
- | |
| Ablerex-SG |
Ablerex-TH |
Thailand |
Sales of uninterruptible power equipment and systems, solar equipment and related systems, etc. |
256 | 256 |
280 |
70.00% |
3,359 |
70.00% |
6 |
- | |
| Ablerex-USA |
Ablerex-LATAM |
USA |
Sales of uninterruptible power equipment and systems, solar equipment and related systems, etc. |
15,358 | 15,358 |
4 |
86.00% |
3,404 |
86.00% |
1,464 |
- | |
| JG ENVIRONMENTAL TECHNOLOGY CO., LTD |
ASIA INTELLIGENCE INVESTMENTS LIMITED |
BVI |
Investment activities | 30,282 | 30,282 |
- |
100.00% | 33,798 |
100.00% |
(7,849) |
(7,849) | |
| ASIA INTELLIGENCE INVESTMENTS LIMITED |
JG ENVIRONMENTAL TECHNOLOGY (SHANGHAI) CO., LTD |
China |
Sales of pollution control equipment and manufacturing |
30,282 | 30,282 |
- |
100.00% | 33,922 |
100.00% |
(7,849) |
(7,849) | |
| JG ENVIRONMENTAL TECHNOLOGY CO., LTD |
Taiwan Sustainable Environmental Energy CO., LTD |
Taiwan |
Sales of pollution control equipment | 1,000 | - |
100 | 14.29% |
989 |
14.29% |
(76) |
(11) |
Note 1: The profits/losses of the investee for current period were recognized by the investment company.
Note 2: The transactions were eliminated in the preparation of consolidated financial statements.
-
(c) Information on investment in Mainland China:
-
(i) The names of investees in Mainland China, the main businesses and products, and other information:
| Unit:in thousands of NewTaiwan Dollar | Unit:in thousands of NewTaiwan Dollar | Unit:in thousands of NewTaiwan Dollar | Unit:in thousands of NewTaiwan Dollar | Unit:in thousands of NewTaiwan Dollar | Unit:in thousands of NewTaiwan Dollar | Unit:in thousands of NewTaiwan Dollar | Unit:in thousands of NewTaiwan Dollar | Unit:in thousands of NewTaiwan Dollar | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name ofinvestee |
Main businessesand products |
Total amountof capitalsurplus |
Method ofinvestment(Note 1) |
Accumulatedoutflow ofinvestment fromTaiwan as ofJanuary 1, 2020 |
Investment flows |
Accumulatedoutflow ofinvestment fromTaiwan as ofDecember 31, 2020 |
Net income(losses) ofthe investee |
Percentageof ownership |
Highestpercentageof ownership |
Investmentincome (losses) |
Bookvalue as ofDecember 31,2020 |
Accumulatedremittance ofearnings incurrentperiod |
|
Outflow |
Inflow |
||||||||||||
Su Yuan Trading(Shanghai) Co., Ltd. |
Semiconductor, clean roomand electromechanical |
NT$ 3 1,000 |
(2) |
NT$ 34,495 USD 1,000 |
- |
- |
NT$ 34,495 USD 1,000 |
21,072 |
100.00% |
100.00% | NT$ 21,072 | NT$ 309,383 | - |
UNITED INTEGRATEDSERVICES CO.,Ltd.( JIANGXI) |
Electromechanicalbusiness and pipelineengineering business |
NT$ 453 100,000 |
(1) |
NT$ 338,573 RMB 75,000 |
- |
- |
NT$ 338,573 RMB 75,000 |
232,111 |
75.00% |
75.00% | NT$ 174,083 | NT$ 442,392 | NT$ 1,389,975 RMB 294,467 |
Suzhou Hantai SystemIntegration Co., Ltd. |
Construction hardware,materials production andsales |
NT$ 381 12,000 |
(2) |
NT$ 381,660 USD 12,000 |
- |
- |
NT$ 381,660 USD 12,000 |
15,730 |
100.00% |
100.00% | NT$ 15,730 | NT$ 325,152 | - |
Jiangxi ConstructionEngineering Group Co.,Ltd. |
Various types of buildingconstruction |
NT$ 5,113,1 1,043,500 |
(1) |
NT$ 1,008,212 RMB 206,600 |
- |
- |
NT$ 1,008,212 RMB 206,600 |
- |
19.80% | 19.80% | NT$ - |
NT$ 1,958,718 | NT$ 1,560,313 RMB 334,616 |
Beijing Hanhe TangMedical Devices Co.,Ltd. |
Distribution agency formedical equipment, importand export of goods,after-sales service |
NT$ 3 1,000 |
(2) |
NT$ 30,187 USD 1,000 |
- |
- |
NT$ 30,187 USD 1,000 |
1,840 |
100.00% |
100.00% | NT$ 1,840 | NT$ 11,357 | - |
Note 1: Investment method
(1) Investing in the mainland through companies in another country
(2) Establishing a company through the investment in the third region to reinvest in the mainland.
Note 2: Except for Jiangxi Construction Engineering Group Co., Ltd., the transactions were eliminated in the preparation of consolidated financial statements.
(ii) Limitation on investment in Mainland China:
| Accumulated investment in Mainland China as of December 31, 2020 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
|---|---|---|
| 1,798,283 (USD59,165) |
1,825,134 (USD59,165) |
6,002,432 |
- (iii) Significant transactions with investees in Mainland China:
- The significant inter company transactions with the subsidiary in Mainland China, which were eliminated in the preparation of consolidated financial statements, are disclosed in "Information on significant transactions".
(Continued)
73
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
- (d) Major shareholders:
| Major shareholders: | ||
|---|---|---|
| Shareholding Shareholder's Name |
Shares | Percentage |
| Fubon Life Assurance Co., LTD | 9,620,000 | 5.04% |
-
Note: (i) The information of major shareholders who hold 5 percent or more of the issuer's common stocks and preferred stocks, including treasury stocks, is provided by Taiwan Depository and Clearing Corp. for every quarter. The share capital disclosed on financial report and the actual numbers of dematerialized securities may be different due to their discrepancies calculation basis.
-
(ii) If the shareholder entrusts the shares to the trust, the shareholding will be disclosed by the trustee's account individually. As for those shareholders who are responsible for the declaration of insiders' shareholding with more than 10 percent in accordance with the Securities and Exchange Act, their shareholdings shall include their own shares and the trust in which they have the authority to decide the allocation of their trust assets. Please refer to the Market Observation Post System for information on the insiders' shareholding.
(14) Segment information
- (a) General information
The Group's reportable segments are as follows:
-
(i) Engineering and Integration department:It is engaged in various equipment engineering, control of instrument engineering, clean room system construction and other services.
-
(ii) Maintenance and Design department: It provides various computerized automatic monitoring system, engineering design, maintenance contracting services and other businesses.
-
(iii) Other: Department of photoelectric, renewable energy and others.
-
(b) Information about reportable segments and their measurement and reconciliations:
The reportable segments of the Group are strategic business entities providing different product and services. Since each strategic business entities need different technology and marketing strategy, they are managed separately. Most of the business entities were acquired separately and the original management teams when acquired stay the same.
The Group does not allocate tax expenses to its reporting segments. The reportable amount is similar to that in the report used by the chief operating decision maker.
The operating segment accounting policies are similar to those described in note 2 "Significant Accounting Policies". The income of the operating segments is measured based on the income before tax, which also serves as the basis for performance measurement. The Group considers the sales and transfer between departments as a sales or transfer with a third person, measured at the current market price.
The Group's operating segment information and reconciliation were as follows:
2020
(Continued)
74
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
| Revenue: Revenue from external customers Intersegment revenues Interest income Total revenue Interest expenses Depreciation and amortization Reportable segment profit or loss Revenue: Revenue from external customers Intersegment revenues Interest income Total revenue Interest expenses Depreciation and amortization Reportable segment profit or loss |
Engineering and Integration department $ 35,630,541 236,334 107,065 |
Maintenance and Design department 82,234 - - |
Other | Reconciliation and elimination - (236,611) (2,637) |
Total 35,836,642 - 104,428 |
|---|---|---|---|---|---|
| 123,867 277 - |
|||||
$ 35,973,940 |
82,234 | 124,144 | (239,248) |
35,941,070 |
|
$ 10,237 |
- |
- |
(2,637) |
7,600 |
|
$ 25,878 |
497 | 23,813 | - |
50,188 |
|
$ 4,605,892 |
45,561 | 602,832 |
(172,483) |
5,081,802 |
|
2019 |
Total 23,920,633 - 154,532 |
||||
| Engineering and Integration department $ 23,516,033 294,390 158,674 |
Maintenance and Design department 312,116 - - |
Other | Reconciliation and elimination - (297,701) (4,142) |
||
| 92,484 3,311 - |
|||||
$ 23,969,097 |
312,116 | 95,795 | (301,843) |
24,075,165 |
|
$ 11,310 |
- |
- |
(4,142) |
7,168 |
|
$ 42,714 |
1,409 | 627 | - |
44,750 |
|
$ 3,461,419 |
107,092 |
261,976 | (101,098) |
3,729,389 |
Note: As the information on segment assets and liabilities was not provided to the chief operating decision maker, the information on segment assets and liabilities is not disclosed.
- (c) Product and service information
Revenue from the external customers of the Group was as follows:
| Products and services Construction revenue Service and design revenue Sales Total |
2020 $ 35,630,541 82,234 123,867 |
2019 23,516,033 312,116 92,484 |
|---|---|---|
$ 35,836,642 |
23,920,633 |
(d) Geographic information
In presenting information on the basis of geography, segment revenue is based on the geographical location of customers and segment assets are based on the geographical location of the assets.
| Geographical information Revenue: Taiwan Mainland China Singapore Total Geographical information |
2020 $ 33,667,653 2,163,789 5,200 |
2019 19,272,860 4,429,233 218,540 |
|---|---|---|
$ 35,836,642 |
23,920,633 |
|
December 31, 2020 |
December 31, 2019 |
(Continued)
74
UNITED INTEGRATED SERVICES CO., LTD. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
| Non-current assets: Taiwan Mainland China United States Singapore Total |
$ 815,675 576,862 247,435 264,877 30,021 - 1,055 1,944 |
|---|---|
$ 1,094,186 843,683 |
Non-current assets include property, plant and equipment, right-of-use assets, intangible assets, and other assets, not including financial instruments and deferred tax assets (non-current).
(e) Major customers
For the years ended December 31, 2020 and 2019, the sales to customers exceeded 10% of the total revenue were as follows:
| Name of customer A customer B customer Total |
2020 | % 65.60 25.80 |
2019 Amount % 10,564,447 44.16 6,558,263 27.42 |
|---|---|---|---|
| Amount $ 23,508,210 9,246,496 |
|||
$ 32,754,706 |
91.40 | 17,122,710 71.58 |
(Continued)
3
Independent Auditors' Report
To the Board of Directors of United Integrated Services Co., Ltd.:
Opinion
We have audited the financial statements of United Integrated Services Co., Ltd. ("the Company"), which comprise the balance sheets as of December 31, 2020 and 2019, the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the reports of other auditors (please refer to Other Matter section), the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China ("the Code"), and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.
Emphasis of Matter
Some board members of United Integrated Services Co., Ltd. were sentenced of violating the Securities Exchange Act by the Taiwan High Court. For circumstances of these cases, please refer to Note12 (b) of the financial statements. Our opinion is not modified in respect of this matter.
3-1
Other Matter
We did not audit the financial statements of certain investee companies under the equity method and Note 13 (b) "Information on investees of the financial statements". Those statements were audited by other auditors, whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for these investee companies, is based solely on the reports of other auditors. The investments in the investee companies constituted 3.54% and 4.22% of the total assets, as of December 31, 2020 and 2019, respectively. For the years then ended, the recognized shares of profit of associates accounted for using the equity method of these investee companies constituted 1.04% and 1.34% of the total profit before tax, respectively.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In our judgment, the key audit matters we communicated in the auditors' report were as follows:
1. Revenue recognition
For the accounting policies related to revenue recognition, please refer to Note 4 (o) "Revenue recognition"; for uncertainty of accounting estimates and assumption for revenue recognition, please refer to Note 5 (b) "Revenue recognition"; for information of revenue recognition, please refer to Note 6 (s) "Revenue from contracts with customers" to the financial statements.
Description of Key Audit Matter:
The Company recognizes construction contract revenue by percentage of completion method. The percentage of completion is based on the contract costs incurred as of the financial statements reporting date, representing the percentage of the estimated total contract costs. Because construction contract accounting involves a high level of estimation and judgment, revenue recognition has been identified as one of the key audit matters for our audit.
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures included testing the effectiveness of the internal control related to the timing and precision of revenue recognition. Through sampling and reviewing new construction contracts and related documents throughout the Company's reporting period, we obtained annual project revenue statistics and validated the correctness of revenue recognized on the projects.
2. Accounts receivable impairment assessment
For the accounting policies related to the impairment assessment of accounts receivable, please refer to Note 4 (f) "Financial instruments"; for uncertainty of accounting estimates and assumption for the impairment assessment of accounts receivable, please refer to Note 5 (a) "Impairment assessment of accounts receivable"; for information of the impairment assessment of accounts receivable, please refer to Note 6 (c) "Notes and accounts receivable" to the financial statements.
Description of Key Audit Matter:
The Company recognized expected credit loss in accordance with the Company's policy of allowance for accounts receivable, and established its estimation based on its clients' credit risk, historical experiences of credit loss, and rational expectation of future economic conditions. Since the accounting of expected credit
3-1
loss of accounts receivable involves a high level of estimation and judgment, the impairment assessment of accounts receivable has been identified as one of the key audit matters for our audit.
3-2
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures included: (i) understanding the accounting policies of the impairment assessment of notes and trade receivables; (ii) implementing sampling procedures to examine the accuracy of accounts receivable aging report; (iii) analyzing the changes of the aging of accounts receivable in each period; (iv) examining historical collection records; (v) examining subsequent collection status to evaluate the reasonableness of the Company's recognition of allowance for impairment loss.
3. Financial instruments assessment
For the accounting policies related to the assessment of financial instruments, please refer to Note 4 (f) "Financial Instruments"; for uncertainty of accounting estimates and judgments for fair value of financial instruments, please refer to Note 5 (c) "Fair value of financial instruments"; for information of the fair value of financial instruments, please refer to Note 6 (v) "Fair value hierarchy information" to the financial statements.
Description of Key Audit Matter:
The accounting of the assessment of financial instruments involves a high level of estimation and judgment. Therefore, the assessment of financial instruments has been identified as one of the key audit matters for our audit.
How the matter was addressed in our audit:
In relation to the key audit matter above, our principal audit procedures included: (i) testing the investment cycle and related financial reporting procedures, involving measurements and the internal control of financial reporting disclosures. (ii) assessing the reasonableness of valuation techniques of the financial assets measured at fair value without active market prices, including testing valuation models and inspecting the significant unobservable inputs to ensure that the applied valuation techniques were in accordance with IFRS 13 "Fair Value Measurement".
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including the Audit Committee) are responsible for overseeing the Company's financial reporting process.
3-3
Auditors' Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
-
Conclude on the appropriateness of the management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
3-3
requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
3-4
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors' report are Tzu-Hui, Lee and Jung-Lin, Lee.
KPMG
Taipei, Taiwan (Republic of China) March 23, 2021
Notes to Readers
The accompanying parent company only financial statements are intended only to present the financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.
The independent auditors’ audit report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and parent company only financial statements, the Chinese version shall prevail.
4
(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) UNITED INTEGRATED SERVICES CO., LTD.
Balance Sheets
December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollar)
| Assets Current assets: 1100 Cash and cash equivalents (note6(a)) 1110 Current financial assets measured at fair value through profit or loss (note6(b)(v)) 1140 Current contract assets (note6(s)) 1150 Notes receivable, net (note6(c)) 1170 Accounts receivable, net (note6(c)(s)) 1180 Accounts receivable-related parties (note6(c)(s) and 7) 1220 Current tax assets 130X Inventories (note6(d)) 1410 Prepayments (note6(e)) 1470 Other current assets (note6(l) and 7) Total current assets Non-current assets: 1510 Non-current financial assets measured at fair value through profit or loss (note6(f)(v)) 1517 Non-current financial assets measured at fair value through other comprehensive income (note6(g)(v)) 1550 Investments accounted for using equity method (note6(h)) 1600 Property, plant and equipment (note6(i)) 1755 Right-of-use assets (note6(j)) 1780 Intangible assets (note6(k)) 1840 Deferred tax assets (note6(p)) 1940 Long-term other receivables-related parties (note7) 1900 Other non-current assets (note6(l) ,8 and 9) Total non-current assets Total assets |
December 31, 2020 Amount % $ 6,506,029 27 499,890 2 1,260,739 5 5,881 - 6,196,773 26 3,289 - - - 56,665 - 605,628 3 3,522,156 15 |
December 31, 2019 Amount % 4,349,076 22 214,179 1 880,164 4 1,859 - 3,408,266 17 46,149 - 14,485 - 42,029 - 1,012,546 5 4,832,698 25 14,801,451 74 6,347 - 2,051,779 11 2,048,791 10 553,061 3 19,164 - 2,705 - 156,384 1 203,876 1 7,639 - 5,049,746 26 19,851,197 100 Liabilities and Equity Current liabilities: 2130 Current contract liabilities (note6(s)) 2150 Notes payable (note6(v)) 2160 Notes payable-related parties (note6(v) and 7) 2170 Accounts payable (note6(v)) 2180 Accounts payable-related parties (note6(v) and 7) 2220 Other payables-related parties (note7) 2230 Current tax liabilities 2250 Current provisions (note6(m)) 2280 Current lease liabilities (note6(n)(v)) 2300 Other current liabilities (note6(o)(v)) Total current liabilities Non-Current liabilities: 2550 Non-current provisions (note6(o)) 2570 Deferred tax liabilities (note6(p)) 2580 Non-current lease liabilities (note6(n)(v)) 2645 Guarantee deposits received (note6(v)) 2650 Credit balance of investments accounted for using equity method (note6(h)) Total non-current liabilities Total liabilities 31XX Equity (note6(g)(q)): 3100 Common stock 3200 Capital surplus Retained earnings: 3310 Legal reserve 3350 Unappropriated earnings 3400 Other equity Total equity Total liabilities and equity |
Amount | Amount |
|---|---|---|---|---|
13,502,344 56 |
10,883,101 54 |
|||
18,657,050 78 |
||||
326,982 2 95,643 - 7,893 - 6,663 - 28,282 - |
288,952 1 102,607 1 6,928 - 2,143 - - - |
|||
6,805 - 1,958,718 8 2,296,558 10 547,066 2 19,676 - 3,353 - 165,079 1 202,767 1 114,789 - |
||||
465,463 2 |
400,630 2 |
|||
13,967,807 58 |
11,283,731 56 |
|||
1,905,867 8 |
1,905,867 10 |
|||
368,144 2 |
373,561 2 |
|||
2,015,786 8 4,866,403 20 |
1,730,497 9 3,625,577 18 |
|||
5,314,811 22 |
||||
6,882,189 28 |
5,356,074 27 |
|||
847,854 4 |
931,964 5 |
|||
10,004,054 42 |
8,567,466 44 |
|||
$ 23,971,861 100 |
19,851,197 100 |
|||
| $ 23,971,861 100 |
||||
December 31, 2020 December 31, 2019
See accompanying notes to parent company only financial statements.
5
(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) UNITED INTEGRATED SERVICES CO., LTD.
Statements of Comprehensive Income For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollar, Except Earnings Per Share)
| 4000 Operating Revenues (note6(s) and 7): 4520 Construction revenue 4600 Service and design revenue etc. Operating revenues, net 5000 Operating costs (note6(d)(k)(n)(o)(t), 7 and 12): 5520 Construction cost 5600 Service and design cost etc. Total operating costs Gross profit from operations 5910 Less: Unrealized gain from sale Gross profit from operations, net Operating expenses (note6(c)(k)(n)(o)(t), 7 and 12): 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Expected credit (gains) losses Total operating expenses Net operating income Non-operating income and expenses: 7010 Other income (note6(b)(g)(u) and 7) 7020 Other gains and losses (note6(u) and 7) 7100 Interest income(note6(u) and 7) 7510 Interest expense (note6(n)(u) and 7) 7375 Share of profit of subsidiaries, associations and joint ventures accounted for using equity method (note6(h)) Total non-operating income and expenses 7900 Net income from continuing operations before tax 7950 Less: Income tax expenses (note6(p)) 8200 Net income 8300 Other comprehensive income(note6(g)(o)(p)): 8310 Items that may not be reclassified subsequently to profit or loss: 8311 Gains (losses) on remeasurements of defined benefit plans 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income 8330 Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss 8349 Less: Income tax related to components of other comprehensive income that will not be reclassified to profit or loss Items that may not be reclassified subsequently to profit or loss 8360 Items that may be reclassified subsequently to profit or loss: 8361 Exchange differences on translation of foreign operation 8380 Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss 8399 Less: Income tax related to components of other comprehensive income that will be reclassified to profit or loss Items that may be reclassified subsequently to profit or loss 8300 Other comprehensive income 8500 Comprehensive income 9750 Basic earnings per share (in dollars)(note6(r)) 9850 Diluted earnings per share (in dollars)(note6(r)) |
2020 | % 99 1 |
2019 | % 98 2 |
|---|---|---|---|---|
| Amount $ 33,669,389 201,059 |
Amount 19,039,765 394,044 |
|||
33,870,448 |
100 |
19,433,809 |
100 | |
28,410,965 66,753 |
84 - |
15,278,348 205,796 |
79 1 |
|
28,477,718 |
84 |
15,484,144 |
80 | |
5,392,730 23,590 |
16 - |
3,949,665 - |
20 - |
|
5,369,140 |
16 |
3,949,665 |
20 | |
37,216 902,822 34,723 (367) |
- 3 - - |
33,549 724,890 35,099 48,443 |
- 4 - - |
|
974,394 |
3 |
841,981 |
4 | |
4,394,746 |
13 |
3,107,684 |
16 | |
56,002 225,357 72,944 (6,703) 223,929 |
- 1 - - 1 |
155,591 (51,735) 142,044 (6,578) 147,994 |
1 - - - 1 |
|
571,529 |
2 |
387,316 |
2 | |
4,966,275 932,971 |
15 3 |
3,495,000 679,702 |
18 3 |
|
4,033,304 |
12 |
2,815,298 |
15 | |
(37,279) (93,061) 261 (7,456) |
- - - - |
47,955 414,818 (773) 9,591 |
- 2 - - |
|
(122,623) |
- |
452,409 |
2 | |
9,868 1,057 1,974 |
- - - |
(49,605) (8,431) (9,921) |
- - - |
|
8,951 |
- |
(48,115) |
- | |
(113,672) |
- |
404,294 |
2 | |
$ 3,919,632 |
12 |
3,219,592 |
17 | |
$ |
21.16 | 14.77 | ||
| $ | 20.83 | 14.57 |
See accompanying notes to parent company only financial statements.
6
(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) UNITED INTEGRATED SERVICES CO., LTD.
Statements of Changes in Equity For the years ended December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollar)
| Balance at January 1, 2019 A1 Net income D1 Other comprehensive income D3 Total comprehensive income D5 Appropriation and distribution of retained earnings: Legal reserve B1 Special reserve B3 Cash dividends B5 Other changes in capital surplus: Changes in equity of associates and joint ventures accounted for using equity method C7 Balance on December 31, 2019 Z1 Net income D1 Other comprehensive income D3 Total comprehensive income D5 Appropriation and distribution of retained earnings: Legal reserve B1 Cash dividends B5 Other changes in capital surplus: Changes in equity of associates and joint ventures accounted for using equity method C7 Balance on December 31, 2020 Z1 |
Share capital | Capital surplus |
Retained | earnings | Other equity | Total equity | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Exchange differences on translation of foreign operations |
Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income |
Total other equity |
||||||||
Common stock |
Legal reserve |
Special reserve |
Unappropriated retained earnings |
Total retained earnings |
||||||
| $ 1,905,867 | 374,156 |
1,515,740 |
112,888 |
2,780,424 |
4,409,052 |
(63,488) |
628,749 |
565,261 |
7,254,336 |
|
- - |
- - |
- - |
- - |
2,815,298 37,591 |
2,815,298 37,591 |
- (48,115) |
- 414,818 |
- 366,703 |
2,815,298 404,294 |
|
- |
- | - | - | 2,852,889 |
2,852,889 |
(48,115) |
414,818 |
366,703 |
3,219,592 |
|
| - - - - |
- - - (595) |
214,757 - - - |
- (112,888) - - |
(214,757) 112,888 (1,905,867) - |
- - (1,905,867) - |
- - - - |
- - - - |
- - - - |
- - (1,905,867) (595) |
|
| 1,905,867 | 373,561 |
1,730,497 |
- |
3,625,577 | 5,356,074 | (111,603) |
1,043,567 |
931,964 | 8,567,466 |
|
- - |
- - |
- - |
- - |
4,033,304 (29,562) |
4,033,304 (29,562) |
- 8,951 |
- (93,061) |
- (84,110) |
4,033,304 (113,672) |
|
- |
- | - | - | 4,003,742 |
4,003,742 |
8,951 |
(93,061) |
(84,110) |
3,919,632 |
|
| - - - |
- - (5,417) |
285,289 - - |
- - - |
(285,289) (2,477,627) - |
- (2,477,627) - |
- - - |
- - - |
- - - |
- (2,477,627) (5,417) |
|
| $ 1,905,867 |
368,144 |
2,015,786 |
- | 4,866,403 | 6,882,189 | (102,652) | 950,506 | 847,854 | 10,004,054 |
See accompanying notes to parent company only financial statements.
7
(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese)
UNITED INTEGRATED SERVICES CO., LTD.
Statements of Cash Flows
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollar)
| AAAA Cash flows from (used in) operating activities: A10000 Income before income tax A20000 Adjustments: A20010 Adjustments to reconcile profit (loss): A20100 Depreciation expense A20200 Amortization expense A20300 Expected credit (gain) loss A20400 Net profit on financial assets measured at fair value through profit or loss A20900 Interest expense A21200 Interest income A21300 Dividend income A22400 Share of profit of subsidiaries, associates and joint ventures accounted for using equity method A22500 Gain from disposal of property, plant and equipment A23900 Unrealized profit from sale A20010 Total adjustments to reconcile loss A30000 Changes in operating assets and liabilities: A31000 Changes in operating assets: A31125 (Increase) decrease in current contract assets A31130 (Increase) decrease in notes receivable A31150 Increase in accounts receivable A31160 Decrease in accounts receivable-related parties A31200 (Increase) decrease in inventories A31230 Decrease in prepayments A31240 (Increase) decrease in other current assets A31000 Subtotal of changes in operating assets A32000 Changes in operating liabilities: A32125 Increase (decrease) in current contract liabilities A32130 Increase (decrease) in notes payable A32140 Increase (decrease) in notes payable-related parties A32150 Increase in accounts payable A32160 Increase in accounts payable-related parties A32200 Increase in current provisions A32230 Increase in other current liabilities A32240 Increase in net defined benefit liability A32000 Subtotal of changes in operating liabilities A30000 Total changes in operating assets and liabilities A20000 Total adjustments A33000 Cash inflow generated from operations A33100 Interest received A33300 Interest paid A33500 Income taxes paid AAAA Net cash flows from operating activities BBBB Cash flows from (used in) investing activities: B00100 Acquisition of financial assets at fair value through profit or loss B01800 Acquisition of investments accounted for using equity method B02700 Acquisition of property, plant and equipment B02800 Proceeds from disposal of property, plant and equipment B03800 (Increase) decrease in guarantee deposits paid B04500 Acquisition of intangible assets B06000 Decrease in long-term other receivables-related parties B06500 Decrease (increase) in other financial assets B06700 Increase in other non-current assets B07600 Dividends received BBBB Net cash flows from (used in) investing activities CCCC Cash flows from (used in) financing activities: C03100 Increase in guarantee deposits received C04020 Payment of lease liabilities C04500 Cash dividends paid CCCC Net cash flows used in financing activities EEEE Net increase (decrease) in cash and cash equivalents E00100 Cash and cash equivalents at beginning of period E00200 Cash and cash equivalents at end of period |
2020 $ 4,966,275 25,485 1,038 (367) (285,777) 6,703 (72,944) (43,697) (223,929) (2,755) 23,590 |
2019 3,495,000 18,685 965 48,443 (52,933) 6,578 (142,044) (93,980) (147,994) (1,643) - |
|---|---|---|
(572,653) |
(363,923) |
|
(380,575) (4,022) (2,788,140) 42,860 (14,636) 406,918 (9,249) |
122,439 1,176 (667,037) 20,755 2,105 29,138 28,241 |
|
(2,746,844) |
(463,183) |
|
533,149 46,720 5,983 1,680,335 135,939 2,665 208,594 751 |
(326,085) (227,382) (38,960) 1,198,492 3,644 3,389 62,685 2,492 |
|
| 2,614,136 | 678,275 |
|
(132,708) |
215,092 |
|
(705,361) |
(148,831) |
|
4,260,914 76,083 (405) (928,652) |
3,346,169 141,170 (280) (617,135) |
|
3,407,940 |
2,869,924 |
|
(392) (297,130) (7,965) 6,934 (2,816) (1,456) 3,746 956,087 (104,727) 685,541 |
(10,139) (99,449) (4,024) 3,227 768 (1,823) 18,948 (3,061,663) (475) 746,367 |
|
1,237,822 |
(2,408,263) |
|
4,520 (15,702) (2,477,627) |
139 (8,879) (1,905,867) |
|
(2,488,809) |
(1,914,607) |
|
2,156,953 4,349,076 |
(1,452,946) 5,802,022 |
|
$ 6,506,029 |
4,349,076 |
See accompanying notes to parent company only financial statements.
8
(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements For the years ended December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollar, Unless Otherwise Specified)
(1) Company history
United Integrated Services Co., Ltd. (hereinafter referred to as the “Company”) was incorporated as a limited company under the provisions of the Ministry of Economic Affairs, R.O.C on September 13, 1982, as United Technology And Engineering Co., Ltd.. The Company reincorporated as United Linkfast Co., Ltd. on March 14, 1990. On October 30, 1990, the Company merged with Linkfast System Co., Ltd. The surviving company was United Linkfast Co., Ltd., and renamed as United Integrated Services Co., Ltd. on May 29, 2002. The registered address of the Company was 6F., No.297 Sec.6, Roosevelt Rd., Wenshan Dist., Taipei City, Taiwan(R.O.C). On July 29, 2003, the Company merged with TAI-QUN Technology Co., Ltd. through the cash consideration method. The surviving company was United Integrated Services Co., Ltd..
The Company and its subsidiaries (collectively referred hereinafter as the “Group”) are primarily engaged in: (1) contracting various running water projects, instrumental control projects, refrigerating and air conditioning projects, installation of clean rooms and the related transactions and manufacturing of supplies. (2) Traffic surveillance & control system engineering building, factory computer control monitoring systems, engineering environment monitoring systems, the design and installation of engineering toll collection systems and related supply transactions. (3) Various electrical and mechanical engineering contracts for transmission and distribution of electric power. (4) The design, installation, maintenance and trading of related equipment of various computerized automatic engineering monitoring systems. (5) Contracting of various computer and communication system integration projects and the manufacturing and trading of related software and hardware. (6) Installation and design of controlling equipment in computer rooms. (7) Technical advisory services for planning and designing of projects. (8) Importing restrained telecom radio frequency equipment.
(2) Approval date and procedures of the financial statements
These parent company only financial statements were authorized for issuance by the Board of Directors on March 23, 2021.
(3) New standards, amendments and interpretations adopted:
- (a) The impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C. (“FSC”) which have already been adopted.
The Company has initially adopted the following new amendments, which do not have a significant impact on its financial statements, from January 1, 2020:
-
Amendments to IFRS 3 “Definition of a Business”
-
Amendments to IFRS 9, IAS39 and IFRS7 “Interest Rate Benchmark Reform”
-
Amendments to IAS 1 and IAS 8 “Definition of Material”
-
Amendments to IFRS 16 “COVID-19-Related Rent Concessions”
(Continued)
9
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
- (b) The impact of IFRS issued by the FSC but not yet effective
The Company assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2021, would not have a significant impact on its financial statements:
-
Amendments to IFRS 4 “Extension of the Temporary Exemption from Applying IFRS 9”
-
Amendments to IFRS 9, IAS39, IFRS7, IFRS 4 and IFRS 16 “Interest Rate Benchmark Reform - ” Phase 2
-
(c) The impact of IFRS issued by IASB but not yet endorsed by the FSC
The following new and amended standards, which may be relevant to the Company, have been issued by the International Accounting Standards Board (IASB), but have yet to be endorsed by the FSC:
Standards orInterpretationsAmendments to IFRS 10 andIAS 28 “Sale orContribution of AssetsBetween an Investor andIts Associate or JointVenture”Amendments to IAS 37 “Onerous Contracts-Cost of Fulfilling a Contract” |
Content of amendmentTheamendmentsaddressanacknowledged inconsistency betweenthe requirements in IFRS 10 and thosein IAS 28 (2011) in dealing with thesale or contribution of assetsbetween an investor and its associateorjointventure.Themainconsequence of the amendments is thata full gain or loss is recognized whena transaction involves a business(whether it is housed in a subsidiaryor not). A partial gain or loss isrecognizedwhenatransactioninvolvesassetsthatdonotconstitute a business, even if theseassets are housed in a subsidiary.The amendments clarify that the‘ costs of fulfilling a contract'comprises the costs that relatedirectly to the contract as follows:● the incremental costs–e.g. directlabor and materials; and● an allocation of other directcosts–e.g. an allocation of thedepreciation charge for an item ofproperty, plant and equipment usedin fulfilling the contract. |
Effective date perIASBEffective date tobe determined byIASBJanuary 1, 2022 |
|---|---|---|
(Continued)
9
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
The Company is evaluating the impact of its initial adoption of the abovementioned standards or interpretations on its financial position and financial performance. The results thereof will be disclosed when the Company completes its evaluation.
The Company does not expect the following other new and amended standards, which have yet to be
(Continued)
10
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
endorsed by the FSC, to have a significant impact on its financial statements:
-
IFRS 17 “ Insurance Contracts” and amendments to IFRS 17 “ Insurance Contracts”
-
Amendments to IAS 1 “Classification of Liabilities as Current or Non-current”
-
“ - ”
-
● Amendments to IAS 16 Property, Plant and Equipment Proceeds before Intended Use
-
Annual Improvements to IFRS Standards 2018-2020
-
Amendments to IFRS 3 “Reference to the Conceptual Framework”
-
Amendments to IAS 1 “Disclosure of Accounting Policies”
-
Amendments to IAS 8 “Definition of Accounting Estimates”
(4) Summary of significant accounting policies
The significant accounting policies presented in the financial statements are summarized below. Except for those specifically indicated, the following accounting policies were applied consistently throughout the periods presented in the financial statements.
(a) Statement of compliance
These financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (hereinafter referred to as "the Regulations").
-
(b) Basis of preparation
-
(i) Basis of measurement
Except for the following significant accounts, the financial statements have been prepared on a historical cost basis:
-
1) Financial instruments measured at fair value through profit or loss are measured at fair value;
-
2) Financial assets measured at fair value through other comprehensive income are measured at fair value;
-
3) The defined benefit liabilities are measured at fair value of the plan assets less the present value of the defined benefit obligation.
-
(ii) Functional and presentation currency
The functional currency of each entity is determined based on the primary economic environment in which the entity operates. The financial statements are presented in New Taiwan Dollar (NTD), which is the Company's functional currency. All financial information presented in NTD has been rounded to the nearest thousand.
-
(c) Foreign currencies
-
(i) Foreign currency transactions
Transactions in foreign currencies are translated into the respective functional currencies of
(Continued)
10
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
Company entities at the exchange rates at the dates of the transactions. At the end of each
(Continued)
11
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
subsequent reporting period, monetary items denominated in foreign currencies are translated into the functional currencies using the exchange rate at that date. Non-monetary items denominated in foreign currencies that are measured at fair value are translated into the functional currencies using the exchange rate at the date that the fair value was determined. Non-monetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the transaction.
Exchange differences are generally recognized in profit or loss, except for those differences relating to the following, which are recognized in other comprehensive income:
-
an investment in equity securities designated as at fair value through other comprehensive income;
-
a financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective; or
-
qualifying cash flow hedges to the extent that the hedges are effective.
(ii) Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into the presentation currency at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into the presentation currency at the average exchange rate. Exchange differences are recognized in other comprehensive income.
When a foreign operation is disposed of such that control, significant influence, or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Company disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interests. When the Group disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.
When the settlement of a monetary receivable from or payable to a foreign operation is neither planned nor likely to occur in the foreseeable future, Exchange differences arising from such a monetary item that are considered to form part of the net investment in the foreign operation are recognized in other comprehensive income.
(d) Classification of current and non-current assets and liabilities
An asset is classified as current under one of the following criteria, and all other assets are classified as non-current.
-
(i) It is expected to be realized, or intended to be sold or consumed, in the normal operating cycle;
-
(ii) It is held primarily for the purpose of trading;
-
(iii) It is expected to be realized within twelve months after the reporting period; or
(Continued)
11
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
(iv) The asset is cash or a cash equivalent (as defined in IAS 7) unless the asset is restricted from
(Continued)
12
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
being exchanged or used to settle a liability for at least twelve months after the reporting period.
A liability is classified as current under one of the following criteria, and all other liabilities are classified as non-current.
An entity shall classify a liability as current when:
-
(i) It is expected to be settled in the normal operating cycle;
-
(ii) It is held primarily for the purpose of trading;
-
(iii) It is due to be settled within twelve months after the reporting period; or
-
(iv) The Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by issuing equity instruments do not affect its classification.
The Company is mainly engaged in the planning, designation and construction contracting of various projects. Its business cycle is about three to five years. Due to assets and liabilities related to the engineering business, are based on operating cycle as the standard for dividing current or non-current.
(e) Cash and cash equivalents
Cash comprises cash on hand and demand deposits. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in fair value. The definition of time deposit within 3 months is similar to that of cash equivalent; however, the purpose of holding time deposit is for short term cash commitment rather than investment.
(f) Financial instruments
- (i) Financial assets
On initial recognition, a financial asset is classified as measured at: amortized cost; FVOCI – equity investment; or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.
- 1) Financial assets measured at amortized cost
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:
-
‧ it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
-
‧ its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
(Continued)
13
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
These assets are subsequently measured at amortized cost, which is the amount at which the financial asset is measured at initial recognition, plus/minus, the cumulative amortization using the effective interest method, adjusted for any loss allowance. Interest income, foreign exchange gains and losses, as well as impairment, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.
2) Fair value through other comprehensive income (FVOCI )
On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment's fair value in other comprehensive income. This election is made on an instrument-by-instrument basis.
Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.
Dividend income is recognized in profit or loss on the date on which the Company's right to receive payment is established.
- 3) Fair value through profit or loss (FVTPL)
All financial assets not classified as amortized cost or FVOCI described as above are measured at FVTPL. On initial recognition, the Company may irrevocably designate a financial asset, which meets the requirements to be measured at amortized cost or at FVOCI, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.
4) Business model assessment
The Company makes an assessment of the objective of the business model in which a financial asset is held at portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes:
-
‧ the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management's strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realizing cash flows through the sale of the assets;
-
‧ how the performance of the portfolio is evaluated and reported to the Company's management;
-
‧ the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;
-
‧ the frequency, volume and timing of sales of financial assets in prior periods, the
(Continued)
14
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
reasons for such sales and expectations about future sales activity.
Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, and are consistent with the Company's continuing recognition of the assets.
Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.
- 5) Impairment of financial assets
The Company recognizes loss allowances for expected credit losses (ECL) on financial assets measured at amortized cost (including cash and cash equivalents, notes and accounts receivable, other receivable, guarantee deposit paid and other financial assets), debt investments measured at FVOCI, accounts receivable and contract assets.
Loss allowance for trade receivables and contract assets are always measured at an amount equal to lifetime ECL.
Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.
The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Company's historical experience and informed credit assessment as well as forward-looking information.
The Company considers a financial asset to be in default when the financial asset is more than 12 months past due, or the debtor is unlikely to pay its credit obligations to the Company in full.
ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e the difference between the cash flows due to the Company in accordance with the contract and the cash flows that the Company expects to receive). ECLs are discounted at the effective interest rate of the financial asset.
At each reporting date, the Company assesses whether financial assets carried at amortized cost and debt securities at FVOCI are credit-impaired. A financial asset is ‘credit-impaired' when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired includes the following observable data:
‧ significant financial difficulty of the borrower or issuer;
- ‧ a breach of contract such as a default or being more than 12 months past due;
(Continued)
15
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
- ‧ the disappearance of an active market for a security because of financial difficulties.
Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.
The gross carrying amount of a financial asset is written off when the Company has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For corporate customers, the Company individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Group expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group's procedures for recovery of amounts due.
6) Derecognition of financial assets
The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
The Company enters into transactions whereby it transfers assets recognized in its statement of balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized.
(ii) Financial liabilities
1) Financial liabilities
Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.
2) Derecognition of financial liabilities
The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
On derecognition of a financial liability, the difference between the carrying amount of a financial liability extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
3) Offsetting of financial assets and liabilities
Financial assets and financial liabilities are offset and the net amount presented in the statement of balance sheet when, and only when, the Company currently has a legally
(Continued)
15
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
enforceable right to set off the amounts and it intends either to settle them on a net basis
(Continued)
16
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
or to realize the asset and settle the liability simultaneously.
(g) Inventories
The cost of inventories consists of all costs of purchase, conversion, and other costs incurred in bringing the inventories to their present location and condition. The cost of inventories includes an appropriate share of fixed production overhead based on normal capacity and allocated variable production overhead based on actual output. However, unallocated fixed production overhead arising from lower or idle capacity is recognized in cost of goods sold during the period. If actual capacity is higher than normal capacity, fixed production overhead should be allocated based on actual capacity. The method of valuing inventories is the weighted average method.
Inventories are measured at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses at the end of the period. When the cost of inventories is higher than the net realizable value, inventories are written down to net realizable value, and the write down amount is charged to current year's cost of goods sold. If net realizable value increases in the future, the cost of inventories is reversed within the original write down amount, and such reversal is treated as a reduction of cost of goods sold.
(h) Investment in associates
Associates are those entities in which the Company has significant influence, but not control or joint control, over their financial and operating policies.
Investments in associates are accounted for using the equity method and are recognized initially at cost. The cost of the investment includes transaction costs. The carrying amount of the investment in associates includes goodwill arising from the acquisition less any accumulated impairment losses.
The consolidated financial statements include the Company's share of the profit or loss and other comprehensive income of those associates, after adjustments to align their accounting policies with those of the Company, from the date on which significant influence commences until the date on which significant influence ceases. The Company recognizes any changes of its proportionate share in the investee within capital surplus, when an associate's equity changes due to reasons other than profit and loss or comprehensive income, which did not result in changes in actual significant influence.
Gains and losses resulting from transactions between the Company and an associate are recognized only to the extent of unrelated Company's interests in the associate.
When the Company's share of losses of an associate equals or exceeds its interests in an associate, it discontinues recognizing its share of further losses. After the recognized interest is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate.
(i)
Subsidiaries
The Company accounts the investee companies that it possesses control using the equity. Net income, other comprehensive income, and shareholder's equity in the financial reports of the Company and the net income, other comprehensive income, and shareholder's equity that belongs to the owners of parent in the consolidated financial reports should be the same.
(Continued)
17
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
The Company accounts the changes in equity, under the condition that control is still present, as equity transactions between the proprietors.
(j) Property, plant and equipment
- (i) Recognition and measurement
Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less accumulated depreciation and any accumulated impairment losses.
If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.
- (ii) Subsequent expenditure
Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.
- (iii) Depreciation
Depreciation is calculated on the cost of an asset less its residual value and is recognized in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment.
Land is not depreciated.
The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:
| 1) | Buildings | 3~50 years |
|---|---|---|
| 2) | Machinery | 3~7 years |
| 3) | Plant equipment | 3~50 years |
| 4) | Transportation equipment | 3~7 years |
| 5) | Office equipment | 3~10 years |
| 6) | Leasehold improvements | 5 years |
Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
-
(k) Leases
-
(i) Identifying a lease
At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an
(Continued)
17
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
identified asset for a period of time in exchange for consideration. To assess whether a contract
(Continued)
18
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
conveys the right to control the use of an identified asset, the Company assesses whether:
-
1) the contract involves the use of an identified asset – this may be specified explicitly or implicitly, and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified; and
-
2) the customer has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and
-
3) the customer has the right to direct the use of the asset throughout the period of use only if either:
-
the customer has the right to direct how and for what purpose the asset is used throughout the period of use; or
-
the relevant decisions about how and for what purpose the asset is used are predetermined and:
-
- the customer has the right to operate the asset throughout the period of use, without the supplier having the right to change those operating instructions; or
-
- the customer designed the asset in a way that predetermines how and for what purpose it will be used throughout the period of use.
-
-
-
(ii) As a lessee
The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Company's incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.
Lease payments included in the measurement of the lease liability comprise the following:
-
- fixed payments, including in-substance fixed payments;
-
- variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
(Continued)
19
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
-
- amounts expected to be payable under a residual value guarantee; and
-
- payments for purchase or termination options that are reasonably certain to be exercised.
The lease liability is measured at amortized cost using the effective interest method. It is remeasured when:
-
-
-
there is a change in future lease payments arising from the change in an index or rate; or
-
- there is a change in the Company's estimate of the amount expected to be payable under a residual value guarantee; or
-
- there is a change in the lease term resulting from a change of its assessment on whether it will exercise an option to purchase the underlying asset, or
-
- there is a change of its assessment on whether it will exercise a purchase, extension or termination option; or
-
-
-
there is any lease modifications
When the lease liability is remeasured, other than lease modifications, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.
When the lease liability is remeasured to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease, the Company accounts for the remeasurement of the lease liability by decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognize in profit or loss any gain or loss relating to the partial or full termination of the lease.
The Company presents right-of-use assets that do not meet the definition of investment and lease liabilities as a separate line item respectively in the statement of financial position.
The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases of office equipment that have a lease term of 12 months or less and leases of low-value assets, including IT equipment. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
(l) Intangible assets
- (i) Recognition and measurement
Other intangible assets, including computer software, that are acquired by the Company and have finite useful lives are measured at cost less accumulated amortization and any accumulated impairment losses.
(ii) Subsequent expenditure
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.
(Continued)
20
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
(iii) Amortization
Amortization is calculated over the cost of the asset, less its residual value, and is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use.
The estimated useful lives for current and comparative periods are as follows:
Computer software 3~10 years
Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
- (m) Impairment of non-financial assets
At each reporting date, the Company reviews the carrying amounts of its non-financial assets (other than inventories, contract assets, deferred tax assets and assets arising from employee benefits) to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. Goodwill is tested annually for impairment.
For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.
An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.
Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
(n) Provisions
A provision is recognized if, as a result of a past event, the Company has a present obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects the current market assessments of the monetary market time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance cost.
The Company shall provide one-thousandth of the total contract amounts for the completed project within one year of the period-end settlement for the project warranty reserve. When the actual
(Continued)
21
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
expenditure occurs, the provision is reversed, and if there is a deficiency, it is listed as the annual expense.
A provision for onerous contracts is recognized when the expected benefits to be derived by the Company from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Company recognizes any impairment loss on the assets associated with that contract.
(o) Revenue recognition
Revenue is measured based on the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a good or a service to a customer. The accounting policies for the Company's main types of revenue are explained below.
(i) Sale of goods
The Company recognizes revenue when control of the products has transferred, being when the products are delivered to the customer, the customer has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customer's acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Company has objective evidence that all criteria for acceptance have been satisfied.
A receivable is recognized when the goods are delivered as this is the point in time that the Company has a right to an amount of consideration that is unconditional.
(ii) Consulting Services
The Company is engaged in providing construction consulting and design services. Revenue from providing services is recognized in the accounting period in which the services are rendered. For fixed price contracts, revenue is recognized based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided. The proportion of services provided is determined based on the surveys of work performed.
(iii) Construction contracts
The Company enters into contracts to design and install constructions. Because its customer controls the asset as it is being constructed, the Company recognizes revenue over time basis of the construction costs incurred to date as a proportion of the total estimated costs of the contract. The consideration promised in the contract includes fixed and variable amounts. Considering the progress of a public construction is highly susceptible to factors outside the Company's control and, therefore, completion bonus is usually constrained, the Company recognizes revenue only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur. If the Company has recognized revenue, but not issued a bill, then the entitlement to consideration is recognized as a contract asset. The contract asset is transferred to receivables when the entitlement to payment becomes
(Continued)
22
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
unconditional.
If the Company cannot reasonably measure its progress towards complete satisfaction of the performance obligation of a construction contract, the Company shall recognize revenue only to the extent of the costs expected to be recovered.
A provision for onerous contracts is recognized when the Company expects the unavoidable costs of performing the obligations under a construction contract exceed the economic benefits expected to be received under the contract.
Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting increases or decreases in estimated revenues or costs are reflected in profit or loss in the period in which the circumstances that give rise to the revision become known by management.
For constructions, the Company offers a standard warranty to provide assurance that they comply with agreed-upon specifications and has recognized warranty provisions for this obligation.
(p) Contract costs
- (i) Incremental costs of obtaining a contract
The Company recognizes as an asset the incremental costs of obtaining a contract with a customer if the Company expects to recover those costs. The incremental costs of obtaining a contract are those costs that the Company incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained. Costs to obtain a contract that would have been incurred regardless of whether the contract was obtained shall be recognized as an expense when incurred, unless those costs are explicitly chargeable to the customer regardless of whether the contract is obtained.
The Company applies the practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred, if the amortization period of the asset that the entity otherwise would have recognized is one year or less.
(ii) Costs to fulfil a contract
If the costs incurred in fulfilling a contract with a customer are not within the scope of another Standard (for example, IAS 2 Inventories, IAS 16 Property, Plant and Equipment or IAS 38 Intangible Assets), the Company recognizes an asset from the costs incurred to fulfil a contract only if those costs meet all of the following criteria:
-
‧ The costs relate directly to a contract or to an anticipated contract that the Company can specifically identify;
-
‧ The costs generate or enhance resources of the Company that will be used in satisfying (or in continuing to satisfy) performance obligations in the future; and
-
‧ The costs are expected to be recovered.
General and administrative costs, costs of wasted materials, labor or other resources to fulfil the
(Continued)
22
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
contract that were not reflected in the price of the contract, costs that relate to satisfied
(Continued)
23
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
performance obligations (or partially satisfied performance obligations), and costs for which the Company cannot distinguish whether the costs relate to unsatisfied performance obligations or to satisfied performance obligations(or partially satisfied performance obligations), the Company recognizes these costs as expenses when incurred.
(q) Employee benefits
- (i) Defined contribution plans
Obligations for contributions to defined contribution plans are expensed as the related service is provided.
(ii) Defined benefit plans
The Company's net obligation in respect of defined benefit plans is calculated separately for each the plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.
The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Company, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income, and accumulated in retained earnings within equity. The Company determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Company recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.
(iii) Short term employee benefits
Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
(r) Income tax
Income taxes comprise current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and
(Continued)
24
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
deferred taxes are recognized in profit or loss.
Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables are the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date.
Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes are recognized except for the following:
-
(i) temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profits (losses) at the time of the transaction;
-
(ii) temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and
-
(iii) taxable temporary differences arising on the initial recognition of goodwill.
Deferred taxes are measured at tax rates that are expected to be applied to temporary differences when they reserve, using tax rates enacted or substantively enacted at the reporting date.
Deferred tax assets and liabilities are offset if the following criteria are met:
-
(i) the Company has a legally enforceable right to set off current tax assets against current tax liabilities; and
-
(ii) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:
-
1) the same taxable entity; or
-
2) different taxable entities which intend to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
Deferred tax assets are recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date, and are reduced to the extent that it is no longer probable that the related tax benefits will be realized; such reductions are reversed when the probability of future taxable profits improves.
- (s) Earnings per share
The Group discloses the Company's basic and diluted earnings per share attributable to ordinary shareholders of the Company. Basic earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding. Diluted earnings per share is calculated as the profit attributable to ordinary
(Continued)
25
UNITED INTEGRATED SERVICES CO., LTD. Notes to the Financial Statements
shareholders of the Company divided by the weighted average number of ordinary shares outstanding after adjustment for the effects of all potentially dilutive ordinary shares.
(t) Operating segments
The Company has disclosed segment information in the consolidated financial statements, so it is not necessary to disclose such information in the parent company only financial statements.
(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty
The preparation of the parent company only financial statements in conformity with the IFRSs endorsed by the FSC requires management to make judgments, estimates, and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income, and expenses. Actual results may differ from these estimates.
Information about judgments made in applying accounting policies that have the most significant effects on the amounts recognized in the parent company only financial statements is as follows:
-
(a) Judgment of whether the Company has substantive control over its investees, please refer to the consolidated financial statement for the year ended December 31, 2020.
-
(b) Judgment regarding significant influence of investees
The Company has less than 20% of the voting or potential voting rights of Wholetech System Hitech Limited, JG Environmental Technology Co., Ltd. and Eco Energy Corporation. However, the Company has determined that it has significant influence because it has representation on the board of Wholetech System Hitech Limited, JG Environmental Technology Co., Ltd. and Eco Energy Corporation.
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year is as follows:
(a) Impairment assessment of accounts receivable
The Company has estimated the allowance for loss on trade receivable that is based on the risk of default occurring and the rate of expected credit loss. The Company has considered historical experience, current economic conditions and forward-looking information at the reporting date to determine the assumptions to be used in calculating impairments and the selected inputs. For relevant assumptions and input values, please refer to Note 6 (c).
- (b) Revenue recognition
The Company recognizes contract revenues based on the degree of completion on construction contracts; degree of completion is calculated with contract costs incurred to date as a percentage of estimated total contract costs. The Company considers the nature of each project, the estimated construction period, the project item, the construction process, the construction method and the estimated amount of the subcontracts when estimating total contract costs. Any changes in the estimates above may result in a significant adjustment to the estimated amount., please refer to Note 6 (s).
(Continued)
26
UNITED INTEGRATED SERVICES CO., LTD. Notes to the Financial Statements
(c) Fair value of financial instruments
The fair value of financial instruments in non-active markets or without open market quotes is determined by evaluation models or counterparty quotations. When using the evaluation model to determine fair value, all models only use observable data as input values without artificial adjustment. The observable input value is based on the principle of long-term stable market-used parameters to avoid differences in cross-period financial reporting due to changes in data sources. The model must be repeatedly adjusted and verified to ensure that the output is sufficient to properly reflect the value of the asset.
For detailed information on the main assumptions used in determining the fair value of the financial instruments and detailed sensitivity analysis of these assumptions, please refer to Note 6 (v).
(d) Measurement of defined benefit obligations
Defined benefit costs and net defined benefit liabilities (assets) under defined benefit pension plans are calculated using the Projected Unit Credit Method. The appropriate actuarial assumptions include the discount rate, employee turnover rate, and future salary increase rate. Changes in economic circumstances and market conditions will affect these assumptions and may have a material impact on the amount of the expense and liability. Please refer to Note6 (o) for the material actuarial assumptions and sensitivity analysis for actuarial calculations.
(6) Explanation of significant accounts
- (a) Cash and cash equivalents
| Cash and cash equivalents | ||
|---|---|---|
| Cash on hand and petty cash Demand deposits Check deposits Time deposits Cash and cash equivalents in the statement of cash flow |
December 31, 2020 $ 3,075 3,641,873 1,695 2,859,386 |
December 31, 2019 3,821 1,396,648 1,083 2,947,524 |
$ 6,506,029 |
4,349,076 |
Please refer to note 6 (v) for the disclosure of the sensitivity analysis and interest rate risk of the financial assets and liabilities of the Company.
- (b) Current financial assets measured at fair value through profit or loss
| Financial asset measured at fair value through profit or loss: Stock listed on domestic markets Stocks unlisted on domestic markets Valuation adjustment Total |
December 31, 2020 $ 236,590 68,687 194,613 |
December 31, 2019 117,896 186,989 (90,706) |
|---|---|---|
$ 499,890 |
214,179 |
For the years ended December 31, 2020 and 2019, the Company recognized dividend income from
(Continued)
26
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
the above financial assets measured at fair value through profit or loss of $1,564 thousand and
(Continued)
27
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
$5,736 thousand, respectively.
- (c) Notes and accounts receivable, net
| Notes receivable-unrelated parties Accounts receivable-unrelated parties Accounts receivable-related parties Less: Loss allowance Total |
December 31, 2020 $ 5,881 6,283,587 3,289 86,814 |
December 31, 2019 1,859 3,495,447 46,149 87,181 |
|---|---|---|
$ 6,205,943 |
3,456,274 |
The Company applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for all receivables. To measure the expected credit losses, accounts receivables have been grouped based on shared credit risk characteristics and the days past due, as well as incorporated forward looking information, including macroeconomic and relevant industry information. The loss allowance provisions were determined as follows:
| Current 1 to 60 days past due 61 to 120 days past due More than one year past due Current 1 to 60 days past due More than one year past due |
December 31, 2020 | December 31, 2020 | December 31, 2020 | Loss allowance provision - 180 185 86,449 |
|---|---|---|---|---|
| Gross carrying amount $ 6,169,836 17,969 18,503 86,449 |
Weighted-aver age expected credit loss rate |
|||
$ 6,292,757 |
86,814 |
|||
Loss allowance provision - 66 87,115 |
||||
| Gross carrying amount $ 3,449,726 6,614 87,115 |
Weighted-aver age expected credit loss rate |
|||
1% 100% |
||||
$ 3,543,455 |
87,181 |
The movement in the allowance for notes and accounts receivable were as follows:
| Balance at January 1 Impairment losses (reversed) recognized Amounts written off Balance at December 31 |
2020 $ 87,181 (367) - |
2019 51,007 48,443 (12,269) |
|---|---|---|
| $ 86,814 |
87,181 |
(Continued)
28
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
The Company recognized the allowance for notes and accounts receivable based on the nature of the industry, historical payment behavior and the credit rating of customers.
The Company did not provide any notes and accounts receivable as collaterals.
- (d) Inventories
| Raw materials Work in progress Finished goods Merchandise Total Raw materials Work in progress Finished goods Merchandise Total |
December 31, 2020 | December 31, 2020 | Carrying Amount 47,372 1,485 7,808 - |
|---|---|---|---|
| Cost $ 50,367 22,093 16,866 6,805 |
Allowance for Impairment (2,995) (20,608) (9,058) (6,805) |
||
$ 96,131 |
(39,466) |
56,665 |
|
December 31, 2019 |
Carrying Amount 38,843 1,739 1,447 - |
||
| Cost $ 48,742 18,439 12,527 6,805 |
Allowance for Impairment (9,899) (16,700) (11,080) (6,805) |
||
$ 86,513 |
(44,484) |
42,029 |
For the years ended December 31, 2020 and 2019, the reversal of write-downs of inventories amounted to $5,018 thousand and $4,789 thousand, respectively. The loss on disposal of inventories amounted to $5,570 thousand and $2,998 thousand in 2020 and 2019, respectively. The amounts shown above were included in the cost of sales.
The Company did not provide any inventories as collaterals.
- (e) Prepayments
| Domestic purchase of materials Foreign purchases of materials Clean and safety fee Prepaid insurance Prepaid technical service fee Others Total |
December 31, 2020 $ 146,018 354,304 59,256 15,998 26,803 3,249 |
December 31, 2019 328,710 610,509 10,130 17,746 37,939 7,512 |
|---|---|---|
$ 605,628 |
1,012,546 |
- (f) Non-current financial assets measured at fair value through profit or loss
(Continued)
29
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
| Financial assets measured at fair value through profit or loss: Stocks unlisted on domestic markets Valuation adjustments Total |
December 31, 2020 $ 34,795 (27,990) |
December 31, 2019 34,795 (28,448) |
|---|---|---|
$ 6,805 |
6,347 |
- (g) Non-current financial assets measured at fair value through other comprehensive income
| Equity instruments measured at fair value through other comprehensive income Unlisted stocks (overseas) Valuation adjustment Total |
December 31, 2020 $ 1,008,212 950,506 |
December 31, 2019 1,008,212 1,043,567 |
|---|---|---|
$ 1,958,718 |
2,051,779 |
-
(i) The equity instrument investment of the Company is a long-term strategic investment and is not held for trading, which has been designated as measured at fair value through other comprehensive income. In September 2020, the equity instrument investments declared dividends amounting to $42,133 thousand and be claimed in December 2020. In September 2019, the equity instrument investments declared dividends amounting to $88,244 thousand and be claimed in November 2019.
-
(ii) The changes in valuation adjustment of financial assets measured at fair value through other comprehensive income were as follows:
| Balance at January 1 Add: (reversal) recognition for current period Balance at December 3l |
2020 $ 1,043,567 (93,061) |
2019 628,749 414,818 |
|---|---|---|
$ 950,506 |
1,043,567 |
- (h) Investments accounted for using equity method
A summary of the Company's financial information for investments accounted for using the equity method at the reporting date was as follows:
| Subsidiary Associates Total |
December 31, 2020 $ 1,447,413 849,145 |
December 31, 2019 1,210,818 837,973 |
|---|---|---|
$ 2,296,558 |
2,048,791 |
A summary of the Company's financial information for credit balance on investments accounted for using the equity method at the reporting date was as follows:
(Continued)
30
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
Subsidiary
| December 31, 2020 $ 28,282 |
December 31, 2019 - |
|---|---|
(i) Subsidiary
Please refer to the consolidated financial statement for the year ended December 31, 2020.
-
(ii) Associates
-
1) Affiliate which was material to the Company consisted of the followings:
| Name of Affiliate |
Nature of Relationship with the Group |
Main operating location/ Registered Country of the Company |
Proportion of shareholding and voting rights |
Proportion of shareholding and voting rights |
|---|---|---|---|---|
| December 31, 2020 |
December 31, 2019 33.30% |
|||
| Ablerex electronics co., Ltd. |
Selling and Manufacturing of UPS |
Taiwan | 33.30% |
The fair value of affiliate listed on the Stock Exchange (over the counter) which was material to the Company was as follows:
| December 31, 2020 December 31, 2019 Ablerex electronics co., Ltd. $ 1,773,000 1,507,500 A summary of the financial information of significant associates was as follows: December 31, 2020 December 31, 2019 Current assets $ 2,003,389 1,848,379 Non-current assets 963,721 1,006,010 Current liabilities (1,351,435) (1,256,452) Non-current liabilities (134,423) (116,537) Net assets $ 1,481,252 1,481,400 Net assets attributable to non-controlling interests $ 13,538 12,643 Net assets attributable to investee $ 1,467,714 1,468,757 2020 2019 Operating revenue $ 2,361,923 2,462,390 Net income from continuing operations $ 44,370 40,623 Other comprehensive income 481 (20,462) Total comprehensive income $ 44,851 20,161 Total comprehensive income attributable to non-controlling interests $ 876 (238) |
December 31, 2020 $ 1,773,000 |
December 31, 2019 1,507,500 |
|---|---|---|
$ 1,481,252 |
1,481,400 |
|
$ 13,538 |
12,643 |
|
$ 1,467,714 |
1,468,757 |
|
2020 $ 2,361,923 |
2019 2,462,390 |
|
$ 44,370 481 |
40,623 (20,462) |
|
| $ 44,851 |
20,161 |
|
$ 876 |
(238) |
|
(Continued)
31
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
| Total comprehensive income attributable to investee Share of net assets of associate attributable to the Company as of January 1 Total comprehensive income attributable to the Company Adjustments for using equity method Dividends from associate Share of net assets of associate attributable to the Company as of December 31 Add: Goodwill Ending balance of net assets of associate attributable to the Company |
$ 43,975 |
20,399 |
|---|---|---|
2020 $ 490,820 14,645 (6) (14,986) |
2019 507,101 6,794 (595) (22,480) |
|
490,473 116 |
490,820 116 |
|
| $ 490,589 |
490,936 |
|
2) Insignificant associates
The Company's financial information for investments accounted for using the equity method that are individually insignificant were as follows:
| Carrying amount of individually insignificant associate's equity Attributable to the Company: Income from continuing operations Other comprehensive income Total comprehensive income |
December 31, 2020 $ 358,556 |
December 31, 2019 347,037 |
|---|---|---|
2020 $ 36,906 1,213 |
2019 33,718 (2,820) |
|
$ 38,119 |
30,898 |
In 2020 and 2019, the preparation of the financial statements for the investee companies under the equity method was evaluated based on the auditors' reports of the investee companies. For the years ended December 31, 2020 and 2019, the share of profit of associations accounted for using equity method amounted to $51,446 thousand and $46,896 thousand, respectively.
(iii) Guarantee
The Company did not provide any investment accounted for using equity method as collaterals.
- (i) Property, plant and equipment
The cost, depreciation, and impairment of the property, plant and equipment of the Company for the years ended December 31, 2020 and 2019, were as follows:
| Cost or deemed cost: Balance at January 1, 2020 |
Land | Buildings | Machinery | Plant equipment |
Transportation Equipment |
Office equipment |
Leasehold Improvements |
Total |
|---|---|---|---|---|---|---|---|---|
| $ 398,538 | 63,843 |
53,767 |
156,835 |
8,341 |
52,064 |
2,076 |
735,464 |
(Continued)
32
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
| Additions Disposal Balance at December 31, 2020 Balance at January 1, 2019 Additions Disposal Reclassification Balance at December 31, 2019 Accumulated depreciation and impairment loss: Balance at January 1, 2020 Depreciation Disposal Balance at December 31, 2020 Balance at January 1, 2019 Depreciation Disposal Balance at December 31, 2019 Carrying amounts: Balance at December 31, 2020 Balance at January 1, 2019 Balance at December 31, 2019 |
- - 1,391 - 663 5,911 - 7,965 (1,725) (3,003) (9,714) (448) (305) (3,119) - (18,314) |
|---|---|
$ 396,813 60,840 45,444 156,387 8,699 54,856 2,076 725,115 |
|
$ 398,538 63,519 77,752 156,485 9,010 55,889 2,076 763,269 - 324 1,380 350 - 1,970 - 4,024 - - (25,365) - (669) (5,914) - (31,948) - - - - - 119 - 119 |
|
| $ 398,538 63,843 53,767 156,835 8,341 52,064 2,076 735,464 |
|
$ 1,160 35,236 48,889 43,471 4,452 47,221 1,974 182,403 - 1,428 1,248 4,170 996 1,864 75 9,781 - (1,257) (9,076) (404) (297) (3,101) - (14,135) |
|
$ 1,160 35,407 41,061 47,237 5,151 45,984 2,049 178,049 |
|
$ 1,160 33,809 70,760 39,286 4,177 52,115 1,775 203,082 - 1,427 1,922 4,185 943 1,009 199 9,685 - - (23,793) - (668) (5,903) - (30,364) |
|
$ 1,160 35,236 48,889 43,471 4,452 47,221 1,974 182,403 |
|
$ 395,653 25,433 4,383 109,150 3,548 8,872 27 547,066 |
|
$ 397,378 29,710 6,992 117,199 4,833 3,774 301 560,187 |
|
$ 397,378 28,607 4,878 113,364 3,889 4,843 102 553,061 |
The property, plant and equipment of the Company had not been pledged as collaterals.
(j) Right-of-use assets
The Company leases many assets including buildings and office equipment. Information about leases for which the Company as a lessee was presented below:
| Cost: Balance at January 1, 2020 Additions Write-off Balance at December 31, 2020 Balance at January 1, 2019 Additions Balance at December 31, 2019 Accumulated depreciation: Balance at January 1, 2020 Depreciation Write-off Balance at December 31, 2020 Balance at January 1, 2019 Depreciation Balance at December 31, 2019 Carrying amount: |
Buildings $ 27,174 18,671 (5,432) |
Office Equipment 990 1,453 (2,204) |
Total 28,164 20,124 (7,636) |
|---|---|---|---|
$ 40,413 |
239 |
40,652 |
|
$ 15,707 11,467 |
990 - |
16,697 11,467 |
|
$ 27,174 |
990 |
28,164 |
|
$ 8,562 15,050 (2,716) |
438 654 (1,012) |
9,000 15,704 (3,728) |
|
$ 20,896 |
80 |
20,976 |
|
$ - 8,562 |
- 438 |
- 9,000 |
|
$ 8,562 |
438 |
9,000 |
|
(Continued)
33
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
| Balance at December 31, 2020 Balance at January 1, 2019 Balance at December 31, 2019 |
Buildings $ 19,517 |
Office Equipment 159 |
Total 19,676 |
|---|---|---|---|
$ 15,707 |
990 |
16,697 |
|
$ 18,612 |
552 |
19,164 |
(k) Intangible assets
The cost and amortization of the intangible assets of the Company for the years ended December 31, 2020 and 2019, were as follows:
| Costs: Balance at January 1, 2020 Additions Balance at December 31, 2020 Balance at January 1, 2019 Additions Balance at December 31, 2019 Accumulated amortization: Balance at January 1, 2020 Amortization Balance at December 31, 2020 Balance at January 1, 2019 Amortization Balance at December 31, 2019 Carrying value: Balance at December 31, 2020 Balance at January 1, 2019 Balance at December 31, 2019 |
Computer software $ 10,327 1,456 |
|---|---|
$ 11,783 |
|
$ 8,504 1,823 |
|
$ 10,327 |
|
$ 7,622 808 |
|
| $ 8,430 |
|
$ 7,163 459 |
|
| $ 7,622 |
|
$ 3,353 |
|
$ 1,341 |
|
$ 2,705 |
For the years ended December 31, 2020 and 2019, the amortization expense amounted to $808 thousand and $459 thousand, respectively. These expenses were included in operating costs and operating expenses in the statements of comprehensive income.
-
(l) Other current assets and non-current assets
-
(i) The other current assets of the Company were as follows:
| Other financial assets | December 31, 2020 $ 3,497,416 |
(Continued) December 31, 2019 4,453,340 |
|---|---|---|
33
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
| Construction bid bond Dividends receivable |
Buildings | Office Equipment - - |
Total 3,100 358,091 |
|---|---|---|---|
(Continued)
34
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
| Others | 24,740 18,167 |
|---|---|
$ 3,522,156 4,832,698 |
Other financial assets were time deposits with a maturity of three to twelve months.
- (ii) The other non-current assets of the Company were as follows:
| Other financial assets Guarantee deposits paid Prepayments for land and buildings Others |
December 31, 2020 $ 850 7,510 104,394 2,035 |
December 31, 2019 1,013 4,694 - 1,932 |
|---|---|---|
$ 114,789 |
7,639 |
Other financial assets were mainly time deposits with a maturity of more than twelve months. The prepayments for land and buildings were the prepayments of purchase price of properties, deed tax, stamp tax, fees and other prepayments related to the properties as a headquarters in 2020.
(m) Provisions
| Balance at January 1, 2020 Provisions made during the year Provisions used during the year Balance at December 31, 2020 Balance at January 1, 2019 Provisions made during the year Provisions used during the year Balance at December 31, 2019 |
Warranty $ 16,743 11,218 (8,553) |
|---|---|
$ 19,408 |
|
$ 13,354 11,388 (7,999) |
|
$ 16,743 |
The Company determined provisions for warranty based on 0.1% of the value of the construction contracts completed within one year. The provisions for warranty were deducted as incurred, otherwise, it was recognized as an expense for current period if there was a deficiency.
(n) Lease liabilities
The Company's lease liabilities were as follow:
| Current Non-current |
December 31, 2020 $ 11,879 |
December 31, 2019 12,357 |
|---|---|---|
$ 7,893 |
6,928 |
For the maturity analysis, please refer to note 6 (v).
(Continued)
34
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
The amounts recognized in profit or loss were as follows:
(Continued)
35
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
| Interest on lease liabilities Expenses relating to short-term leases |
2020 $ 301 |
2019 280 |
|---|---|---|
| $ 7,543 |
3,672 |
The amounts recognized in the statement of cash flows for the Company was as follows:
| Total cash outflow for leases | 2020 $ 23,546 |
2019 12,831 |
|---|---|---|
- (i) Real estate leases
The Company leases buildings for its office space. The leases of office space typically run for a period of 2 to 4 years. Some leases include an option to renew the lease for an additional period of the same duration after the end of the contract-term.
Some leases provide for additional rent payments that are based on changes in local price indices. Some also require the Company to make payments that relate to the property taxes levied on the lessor and insurance payments made by the lessor; these amounts are generally determined annually.
Some leases of office buildings contain extension or cancellation options. These leases are negotiated and monitored by local management, and accordingly, contain a wide range of different terms and conditions. The extension options held are exercisable only by the Company and not by the lessors. In which lease is not reasonably certain to use an optional extended lease term, payments associated with the optional period are not included within lease liabilities.
(ii) Other leases
The Company leases office equipment, with lease terms of 2 to 4 years. In some cases, the Company has options to purchase the assets at the end of the contract term; in other cases, it guarantees the residual value of the leased assets at the end of the contract term.
The Company also leases buildings and office equipment. These leases are short-term or of low-value items. The Company has elected not to recognize right-of-use assets and lease liabilities for these leases.
(o) Employee benefits
- (i) Defined benefit plans
Reconciliation of defined benefit obligation at present value and plan asset at fair value were as follows:
| Present value of the defined benefit obligations Fair value of plan assets Net defined benefit liabilities |
December 31, 2020 $ (435,658) 108,676 |
December 31, 2019 (393,352) 104,400 |
|---|---|---|
$ (326,982) |
(288,952) |
(Continued)
36
UNITED INTEGRATED SERVICES CO., LTD. Notes to the Financial Statements
The Company's employee benefit liabilities were as follows:
| The Company's employee benefit liabilities were as | follows: | |
|---|---|---|
| Short-term compensated absence liabilities (Accrued expenses) |
December 31, 2020 $ 24,537 |
December 31, 2019 23,248 |
The Company makes defined benefit plan contributions to the pension fund account with Bank of Taiwan that provides pensions for employees upon retirement. Plans (covered by the Labor Standards Law) entitled a retired employee to receive retirement benefits based on years of service and average monthly salary for the six months prior to retirement.
1) Composition of plan assets
The Company allocates pension funds in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund, and such funds are managed by the Bureau of Labor Funds, Ministry of Labor. With regard to the utilization of the funds, minimum earnings shall be no less than the earnings attainable from two-year time deposits with interest rates offered by local banks.
The Company's Bank of Taiwan labor pension reserve account balance amounted to $108,676 thousand at the end of the reporting period. For information on the utilization of the labor pension fund assets, including the asset allocation and yield of the fund, please refer to the website of the Bureau of Labor Funds, Ministry of Labor.
2) Movements in present value of the defined benefit obligations
The movements in present value of the defined benefit obligations for the Company for the years ended December 31, 2020 and 2019 were as follows:
| Defined benefit obligations at January 1 Current service costs and interest cost Remeasurements of the net defined benefit liabilities -Actuarial gain arising from changes in financial assumptions -Actuarial gain arising from experience adjustments Benefits paid Defined benefit obligations at December 31 |
2020 $ 393,352 6,045 42,080 (3,000) (2,819) |
2019 431,883 6,506 (8,969) (35,249) (819) |
|---|---|---|
$ 435,658 |
393,352 |
- 3) Movements in defined benefit plan assets
The movements in the fair value of the defined benefit plan assets for the Company for the years ended December 31, 2020 and 2019 were as follows:
(Continued)
36
2020
2019
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
(Continued)
37
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
| Fair value of plan assets at January 1 Interest income Remeasurements of the net defined benefit liabilities -Return on plan assets excluding interest income Contributions Benefits paid Fair value of plan assets at December 31 |
$ 104,400 97,468 2,377 959 1,801 3,737 2,917 3,055 (2,819) (819) |
|---|---|
$ 108,676 104,400 |
- 4) Expenses recognized in profit or loss
The expenses recognized in profit or loss for the Company for the years ended December 31, 2020 and 2019 were as follows:
| Current service costs Net interest of net liabilities for defined benefit obligations Operating cost Operating expenses |
2020 $ 1,718 1,950 |
2019 2,331 3,216 |
|---|---|---|
| $ 3,668 |
5,547 | |
2020 $ 3,046 622 |
2019 4,569 978 |
|
| $ 3,668 |
5,547 |
- 5) Remeasurement of the net defined benefit liability recognized in other comprehensive income
the Company's remeasurement of the net defined benefit liability recognized in other comprehensive income for the years ended December 31, 2020 and 2019 were as follows:
| Accumulated amount at January 1 Recognized during the period Accumulated amount at December 31 |
2020 $ 104,269 37,279 |
2019 152,224 (47,955) |
|---|---|---|
$ 141,548 |
104,269 |
- 6) Actuarial assumptions
The principal actuarial assumptions for the Company at the reporting date were as follows:
| Discount rate Future salary increases rate |
December 31, 2020 0.35% 2.00% |
December 31, 2019 1.10% 1.50% |
|---|---|---|
(Continued)
38
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
The expected allocation payment to be made by the Company to the defined benefit plans for the one-year period after the reporting date is $2,974 thousand.
The weighted average lifetime of the defined benefit plans is 8.48 years.
7) Sensitivity analysis
As of December 31, 2020 and 2019, if the actuarial assumptions had changed, the impact on the present value of the defined benefit obligations shall be as follows:
| December 31, 2020 Discount rate (0.50%) Future salary increase rate (0.25%) December 31, 2019 Discount rate (0.50%) Future salary increase rate (0.25%) |
The impact of defined benefit obligations Increase Decrease $ (17,757) 13,217 9,006 (8,779) (16,723) 17,853 8,531 (8,301) |
|---|---|
| Increase $ (17,757) 9,006 (16,723) 8,531 |
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown above. The method used in the sensitivity analysis is consistent with the calculation of pension liabilities in the balance sheets.
There is no change in the method and assumptions used in the preparation of sensitivity analysis for 2020 and 2019.
(ii) Defined contribution plans
The Company allocates 6% of each employee's monthly wages to the labor pension personal account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. Under this defined contribution plan, the Company allocates a fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligation.
The pension costs incurred from the contributions to the Bureau of Labor Insurance amounted to $31,251 thousand and $29,489 thousand for the years ended December 31, 2020 and 2019, respectively.
(p) Income taxes
(i) Income tax expenses
The components of income tax of the Company in the years 2020 and 2019 were as follows:
| Current tax expense Current period Adjustment for prior periods |
2020 $ 946,206 (3,058) |
2019 792,224 (24,788) |
|---|---|---|
| (Continued) |
39
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
| Deferred tax benefit Origination and reversal of temporary differences Income tax expense |
943,148 767,436 |
|---|---|
(10,177) (87,734) |
|
$ 932,971 679,702 |
The amount of income tax expense (benefit) recognized directly in other comprehensive income for the years ended December 31, 2020 and 2019 were as follows:
| Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Items that may be reclassified subsequently to profit or loss: Exchange differences on translation |
2020 $ 7,456 |
2019 (9,591) |
|---|---|---|
(1,974) |
9,921 |
|
$ 5,482 |
330 |
Reconciliation of the Company's income tax expense and net income before tax for 2020 and 2019 was as follows:
| Net income before tax Income tax using the Company's domestic tax rate Tax- exempt income Permanent differences 5% income surtax on undistributed earnings Income tax adjustments for prior periods Total |
2020 $ 4,966,275 |
2019 3,495,000 |
|---|---|---|
$ 993,256 (313) (56,914) - (3,058) |
699,000 (1,147) 3,038 3,599 (24,788) |
|
$ 932,971 |
679,702 |
(ii) Deferred tax assets and liabilities
- 1) Unrecognized deferred tax assets
Deferred tax assets have not been recognized in respect of the following items:
| The court adjudged to pay the payment and related interest expenses |
December 31, 2020 $ 33,296 |
December 31, 2019 32,037 |
|---|---|---|
- 2) Recognized deferred tax assets and liabilities
Changes in the amount of deferred tax assets and liabilities for 2020 and 2019 were as follows:
Deferred tax liabilities:
(Continued)
40
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
| Balance at January 1, 2020 Recognized in profit or loss Balance at December 31, 2020 Balance at January 1, 2019 Recognized in profit or loss Recognized in other comprehensive income Balance at December 31, 2019 |
Foreign investment income |
cumulative translation adjustment |
Total |
|---|---|---|---|
| Foreign investment income |
cumulative translation adjustment |
Total | |
| $ 102,607 (6,964) |
- - |
102,607 (6,964) |
|
$ 95,643 |
- |
95,643 |
|
$ 125,353 (22,746) - |
(6,370) - 6,370 |
118,983 (22,746) 6,370 |
|
| $ 102,607 |
- |
102,607 | |
Deferred tax assets:
| Balance at January 1, 2020 Recognized in profit or loss Recognized in other comprehensive income Balance at December 31, 2020 Balance at January 1, 2019 Recognized in profit or loss Recognized in other comprehensive income Balance at December 31, 2019 |
Defined benefit plans |
Unrealized warranty 5,823 533 - |
Loss allowance exceeded the limit |
Allowance for inventory valuation 8,897 (1,004) - |
Foreign investment loss 36,609 7,423 - |
Others 62,830 4,262 (1,974) |
Total 156,384 3,213 5,482 |
|---|---|---|---|---|---|---|---|
| $ 29,446 - 7,456 |
12,779 (8,001) - |
||||||
| $ 36,902 |
6,356 | 4,778 | 7,893 |
44,032 | 65,118 | 165,079 | |
$ 39,037 - (9,591) |
5,145 678 - |
4,412 8,367 - |
9,854 (957) - |
- 36,609 - |
26,248 20,291 16,291 |
84,696 64,988 6,700 |
|
| $ 29,446 |
5,823 | 12,779 | 8,897 |
36,609 | 62,830 | 156,384 |
- (iii) Assessment of tax
The Company's tax returns for the years through 2018 were assessed by the tax authorities.
(q) Capital and other equity
- (i) Common Stock
As of December 31, 2020 and 2019, the Company's authorized capital both amounted to $3,000,000 thousand with par value of $10 per share. The Company's issued capital both amounted to $1,905,867 thousand at December 31, 2020 and 2019.
(ii) Capital surplus
The balances of capital surplus were as follows:
| Capital surplus - premium from merger | December 31, 2020 $ 6,938 |
December 31, 2019 6,938 |
|---|---|---|
(Continued)
41
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
| Share premium Convertible bond premium Treasury share transactions Others |
49,987 49,987 215,672 215,672 77,158 77,158 18,389 23,806 |
|---|---|
$ 368,144 373,561 |
According to the R.O.C. Company Act, capital surplus can only be used to offset a deficit, and only the realized capital surplus can be used to increase the common stock or be distributed as cash dividends. The aforementioned realized capital surplus includes capital surplus resulting from premium on issuance of capital stock and earnings from donated assets received. According to the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, capital increases by transferring capital surplus in excess of par value should not exceed 10% of the total common stock outstanding.
(iii) Retained earnings
According to the Company's article of incorporation, if the Company has retained earnings according to its annual financial account, it may, after paying all taxes, and making up all past losses, set aside a 10% legal reserve, and a special reserve, if necessary, pursuant to laws, unless the reserve as allocated has attained the Company's paid-in capital. The remainder, if any, shall be provided as or reversed from special reserve pursuant to laws. The balance, if any, shall be included into the unappropriated accumulated earnings for prior year and allocated as bonus and dividends to shareholders based on the motion for allocation of earnings proposed by the Board of Directors as resolved by a shareholders' meeting.
According to the amendment to article 19-1 of the article of incorporation pursuant to a resolution by a general shareholders' meeting on June 19, 2019. Where the earnings referred to in the preceding paragraph are intended to be allocated in cash, the Board of Directors is authorized to allocate the same per special resolution and report it to a shareholders' meeting.
The Company's dividend policy is based on current and future development plans, considering the investment environment, capital needs, domestic and international competition, taking into account the interests of shareholders and other factors, in order to stabilize business development and protect investors' rights and interests. The dividends to shareholders can be in the form of cash dividend and/or stock dividend; also, the cash dividend is not less than 25% of the total dividend.
1) Legal reserve
When a company incurs no loss, it may, pursuant to a resolution to a resolution by the shareholders' meeting, distribute its legal reserve by issuing new shares or by distributing cash, and only the portion of legal reserve which exceeds 25% of capital may be distributed.
2) Earnings distribution
For the appropriations of earnings for 2019 and 2018, the amounts of cash dividends to be distributed were $13 and $10 per share in 2020 and 2019, respectively. The related information would be available at the Market Observation Post System website.
(Continued)
42
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
(iv) Other equity, net of tax
| Balance at January 1, 2020 Exchange differences on foreign operations Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income Balance at December 31, 2020 Balance at January 1, 2019 Exchange differences on foreign operations Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income Balance at December 31, 2019 |
Exchange differences on translation of foreign operations $ (111,603) 8,951 - |
Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income 1,043,567 - (93,061) |
Total 931,964 8,951 (93,061) |
|---|---|---|---|
| $ (102,652) |
950,506 |
847,854 |
|
$ (63,488) (48,115) - |
628,749 - 414,818 |
565,261 (48,115) 414,818 |
|
| $ (111,603) |
1,043,567 |
931,964 |
- (r) Earnings per share
The calculation of basic earnings per share and diluted earnings per share for the years ended December 31, 2020 and 2019 were as follows:
- (i) Basic earnings per share
| Net income attributable to ordinary shareholders of the Company Weighted average number of ordinary shares Basic earnings per share (in NT dollars) ii) Diluted earnings per share Net income attributable to ordinary shareholders of the Company (diluted) Weighted average number of ordinary shares (basic) Effect of potentially dilutive ordinary shares: Effect of employee bonuses Weighted average number of ordinary shares (diluted) Diluted earnings per share (in NT dollars) (s) Revenue from contracts with customers (i) Disaggregation of revenue Major products/services lines: Integrated engineering service Service and design |
2020 $ 4,033,304 |
2019 2,815,298 |
|---|---|---|
190,587 |
190,587 |
|
$ 21.16 |
14.77 |
|
| 2020 $ 4,033,304 |
2019 2,815,298 |
|
190,587 3,074 |
190,587 2,612 |
|
| 193,661 | 193,199 | |
$ 20.83 |
14.57 |
|
| 2020 $ 33,669,389 82,234 |
(Continued) 2019 19,039,765 312,116 |
42
118,825 81,928
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
Sales
(Continued)
43
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
| Type of contract: Fixed price contract Material-based contract |
2020 $ 33,870,448 |
2019 19,433,809 |
|---|---|---|
$ 33,751,623 118,825 |
19,351,881 81,928 |
|
$ 33,870,448 |
19,433,809 |
(ii) Contract balances
| Contract balances | |||
|---|---|---|---|
| Accounts receivable Less: allowance for impairment Total Contract assets-Construction in Progress Contract liabilities-Construction in Progress |
December 31, 2020 $ 6,286,876 86,814 |
December 31, 2019 3,541,596 87,181 |
January 1, 2019 2,907,583 51,007 |
$ 6,200,062 |
3,454,415 |
2,856,576 |
|
$ 1,260,739 |
880,164 |
1,002,722 |
|
$ 6,101,840 |
5,568,691 |
5,894,776 |
|
For details on accounts receivable and allowance for impairment, please refer to note 6 (c).
The amount of revenue recognized for the years ended December 31, 2020 and 2019 that was included in the contract liabilities balance at the beginning of the period were $0 thousand and $23 thousand, respectively.
The major change in the balance of contract assets and contract liabilities is the difference between the time frame in the performance obligation to be satisfied and the payment to be received. Other significant changes during the period were as follows:
| Stage of completion measurement Contract modification |
2020 | 2020 | 2019 Contract assets Contract liabilities - - |
2019 Contract assets Contract liabilities - - |
|
|---|---|---|---|---|---|
| Contract assets $ - |
Contract liabilities |
Contract assets - |
|||
| - | |||||
| $ (18,173) |
871,605 |
(8,597) | 283,392 |
(t) Employee compensation and directors' remuneration
In accordance with the articles of incorporation the Company should contribute 6% to 10% of the profit as employee compensation and less than 2% as directors' remuneration when there is profit for the year. However, if the Company has accumulated deficits, the profit should be reserved to offset the deficit. The recipients of shares and cash may include the employees of the Company's controlled or affiliated companies who meet certain conditions.
For the years ended December 31, 2020 and 2019, the Company estimated its employee remuneration amounting to $524,000 thousand and $390,000 thousand, and directors' remuneration amounting to $47,000 thousand and $33,000 thousand, respectively. The estimated amounts mentioned above are based on the net profit before tax, excluding the remuneration to employees and directors of each period, multiplied by the percentage of remuneration to employees and
(Continued)
44
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
directors as specified in the Company's articles. These remunerations were expensed under expenses during 2020 and 2019. Related information would be available at the Market Observation Post System website. The amounts, as stated in 2019 financial statements, are identical to those of the actual distributions in 2020 shareholders' meeting.
-
(u) Non-operating income and expenses
-
(i) Interest income
The details of the Company's interest income were as follows:
Interest income from bank deposits
| 2020 $ 72,944 |
2019 142,044 |
|---|---|
- (ii) Other income
The details of the Company's other income were as follows:
| Rental income Dividend income Other income-other Income from sale of scraps Others Subtotal Total |
2020 $ 4,690 |
2019 4,694 |
|---|---|---|
43,697 |
93,980 |
|
6,158 1,457 |
12,559 44,358 |
|
7,615 |
56,917 |
|
$ 56,002 |
155,591 |
- iii) Other gains and losses
The details of the Company's other gains and losses were as follows:
| Gains on disposal of property, plant and equipment Foreign exchange losses Gains on financial assets at fair value through profit or loss Other gains and losses Total |
2020 $ 2,755 (63,135) 285,777 (40) |
2019 1,643 (106,283) 52,933 (28) |
|---|---|---|
$ 225,357 |
(51,735) |
iv) Interest expense
The details of the Company's interest expense were as follows:
| Interest expense - Denstsu Engineering Others Total |
2020 $ 6,298 405 |
2019 6,298 280 |
|---|---|---|
| $ 6,703 |
6,578 |
(Continued)
45
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
(v) Financial instruments
-
(i) Credit risk
-
1) Credit risk exposure
The carrying amount of financial assets represents the maximum amount exposed to credit risk. As of December 31, 2020 and 2019, the amounts of the maximum exposure to credit risk were $16,217,748 thousand and $12,264,397 thousand, respectively.
The Company assesses the financial condition of its customers continuously to reduce the credit risk of accounts receivable and requires its customers to provide guarantees and collateral if it is necessary. The Company monitors and reviews the recoverable amount of the accounts receivable to ensure the uncollectible amount are recognized appropriately as impairment loss. Therefore, the expected credit losses are in the expectation of the Company.
- 2) Concentration of credit risk
When the transaction of financial instruments is concentrated in a single industry or region, the ability to oblige the contract would be impacted by similar factors, thereby causing concentration of credit risk. As of December 31, 2020 and 2019, notes and accounts receivable concentrated on few counter-parties were as follows:
| Name of client | December 31, 2020 Carrying amount the maximum exposure to credit risk % $ 804,430 804,430 12.96 5,300,959 5,300,959 85.42 |
|---|---|
| Taiwan Semiconductor Manufacturing Co., Ltd. Micron Memory Taiwan Co., Ltd. Total Name of client |
|
$ 6,105,389 6,105,389 98.38 |
|
December 31, 2019 Carrying amount the maximum exposure to credit risk % $ 1,019,088 1,019,088 29.49 2,038,590 2,038,590 58.98 259,165 259,165 7.50 |
|
| Taiwan Semiconductor Manufacturing Co., Ltd. Micron Memory Taiwan Co., Ltd. Micron Technology Taiwan Co., Ltd. Total |
|
$ 3,316,843 3,316,843 95.97 |
- (ii) Liquidity risk
The following table shows the contractual maturities of financial liabilities, including
(Continued)
46
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
estimated interest payments and excluding the impact of netting agreements:
| December 31, 2020 Non-derivative financial liabilities Notes payable Accounts payable Accrued expenses Lease liabilities Guarantee deposits received December 31, 2019 Non-derivative financial liabilities Notes payable Accounts payable Accrued expenses Lease liabilities Guarantee deposits received |
Carrying amount |
Contractual cash flows |
Within 6 months |
6-12 months | 1-2 years | 2-5 years | More than 5 years - 43,487 - - - |
|---|---|---|---|---|---|---|---|
| $ 66,852 5,740,780 872,211 19,772 6,663 |
66,852 5,740,780 872,211 20,082 6,663 |
66,852 4,359,932 872,211 8,135 2,536 |
- 7,053 - 3,946 2,144 |
- 41,652 - 5,004 1,689 |
- 1,288,656 - 2,997 294 |
||
$ 6,706,278 |
6,706,588 |
5,309,666 |
13,143 |
48,345 |
1,291,947 |
43,487 |
|
$ 14,149 3,924,506 2,433 19,285 2,143 |
14,149 3,924,506 2,433 19,533 2,143 |
14,149 2,673,663 2,433 6,292 - |
- 37,491 - 6,276 1,217 |
- 68,105 - 6,965 632 |
- 1,039,428 - - 294 |
- 105,819 - - - |
|
$ 3,962,516 |
3,962,764 |
2,696,537 |
44,984 |
75,702 |
1,039,722 |
105,819 |
The Company does not expect the cash flows included in the maturity analysis to occur significantly earlier or at significantly different amounts.
-
(iii) Currency risk
-
1) Exposure to foreign currency risk
The Company's significant exposure to foreign currency risk were as follows:
| Financial assets Monetary items USD CNY SGD Non-monetary items Financial assets measured at fair value through other comprehensive income Finance liabilities Monetary items USD EUR JPY CNY SGD |
December 31, 2020 | December 31, 2020 | December 31, 2020 | December 31, 2019 Foreign currency Exchange rate (dollars) TWD 83,049 29.98 2,489,809 338,624 4.31 1,457,776 65 22.28 1,448 476,604 4.31 2,051,779 14,212 29.98 426,076 327 33.59 10,984 416 0.28 115 3,365 4.31 14,486 339 22.28 7,553 |
December 31, 2019 Foreign currency Exchange rate (dollars) TWD 83,049 29.98 2,489,809 338,624 4.31 1,457,776 65 22.28 1,448 476,604 4.31 2,051,779 14,212 29.98 426,076 327 33.59 10,984 416 0.28 115 3,365 4.31 14,486 339 22.28 7,553 |
|---|---|---|---|---|---|
| Foreign currency |
Exchange rate (dollars) 28.48 4.38 21.56 4.38 28.48 35.02 0.28 4.38 21.56 |
TWD | Foreign currency |
Exchange rate (dollars) 29.98 4.31 22.28 4.31 29.98 33.59 0.28 4.31 22.28 |
|
$ 57,139 423,577 65 447,503 14,790 1,625 8,375 917 339 |
1,627,319 1,853,997 1,401 1,958,718 421,219 56,908 2,312 4,014 7,309 |
83,049 338,624 65 476,604 14,212 327 416 3,365 339 |
|||
- 2) Sensitivity analysis
(Continued)
47
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
The Company's exposure to foreign currency risk arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents, accounts receivable, other receivables, financial assets at fair value through other comprehensive income, accounts payable and other payables that are denominated in foreign currency. A (weakening) strengthening of 1% of the NTD against the USD, EUR, CNY, SGD and JPY, the Company's net income before tax would have increased (decreased) by $23,928 thousand and $27,919 thousand, and other comprehensive income would have increased (decreased) by $15,670 thousand and $16,414 thousand, for the years ended December 31, 2020 and 2019, respectively. The analysis was performed on the same basis for both periods.
- 3) Foreign exchange gain and loss on monetary items
Since the Company has many kinds of functional currency, the information on foreign exchange gain (loss) on monetary items is disclosed by total amount. For the years ended December 31, 2020 and 2019, foreign exchange loss (including realized and unrealized portions) amounted to $63,135 thousand and $106,283 thousand, respectively.
- (iv) Interest rate analysis
Please refer to the notes on liquidity risk management and interest rate exposure of the Company's financial assets and liabilities.
If the interest rate had increased/decreased by 0.25%, the Company's net income would have increased/decreased by $20,002 thousand and $17,599 thousand for the years ended December 31, 2020 and 2019, respectively, with all other variable factors remaining constant.
-
(v) Fair value of financial instruments
-
1) Fair value hierarchy
To provide disclosure information, the Company classifies the measurement of fair value based on fair value hierarchy which reflects the significance of the inputs during the measurement. The Company categorizes fair value into the following levels:
- a) Level 1
Level 1 inputs are quoted prices in active markets for identical financial instruments. An active market is a market in which all the following conditions exist:
-
i) The items traded within the market are homogeneous.
-
ii) Willing buyers and sellers can normally be found at any time.
-
iii) Prices are available to the public.
-
b) Level 2
Level 2 inputs are inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly (i.e., prices) or indirectly
(Continued)
48
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
(i.e. derived from prices).
- c) Level 3
Level 3 inputs are valuation parameters which are not based on the information available in the market or the quoted price from the counter party. For example, historical volatility used in option pricing models is an unobservable input since it cannot represent the expected value of future volatility of the entire market participants.
The fair value of financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income is measured on a recurring basis. The carrying amount and fair value of the Company's financial assets and liabilities, including the information on fair value hierarchy were as follows; however, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value, disclosure of fair value information is not required:
| Financial assets at fair value through profit or loss Designated at fair value through profit or loss Financial assets at fair value through other comprehensive income Unquoted equity instrument measured at fair value Total Financial assets at fair value through profit or loss Designated at fair value through profit or loss Financial assets at fair value through other comprehensive income Unquoted equity instrument measured at fair value Total |
December 31, 2020 | December 31, 2020 | December 31, 2020 | Total 506,695 1,958,718 2,465,413 |
|
|---|---|---|---|---|---|
| Carrying amount $ 506,695 1,958,718 $ 2,465,413 |
Fair value | ||||
| Level 1 421,880 - 421,880 |
Level 2 78,010 - 78,010 |
Level 3 6,805 1,958,718 1,965,523 |
|||
December 31, 2019 |
Total 220,526 2,051,779 2,272,305 |
||||
| Carrying amount $ 220,526 2,051,779 $ 2,272,305 |
Fair value | ||||
| Level 1 34,346 - 34,346 |
Level 2 179,833 - 179,833 |
Level 3 6,347 2,051,779 2,058,126 |
(Continued)
49
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
- 2) Transfer between Level 1 and Level 2
There were no transfers from Level 1 to Level 2 for the years ended December 31, 2020 and 2019.
- 3) Reconciliation of Level 3 fair values
| Balance at January 1, 2020 Total gains and losses In profit or loss In other comprehensive income Balance at December 31, 2020 Balance at January 1, 2019 Total gains and losses In profit or loss In other comprehensive income Balance at December 31, 2019 |
Fair value through profit or loss |
Total 2,058,126 458 (93,061) |
|---|---|---|
| Designated at fair value through profit or loss |
||
| 1,965,523 | ||
$ 7,879 1,636,961 (1,532) - - 414,818 $ 6,347 2,051,779 |
1,644,840 (1,532) 414,818 |
|
| 2,058,126 |
Total gains and losses were recognized in "other gains and losses" and "unrealized gains and losses from financial assets at fair value through other comprehensive income".
- 4) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement
The Company's financial instruments that use Level 3 inputs to measure fair value include "financial assets measured at fair value through profit or loss - equity investments" and "financial assets measured at fair value through other comprehensive - income equity investments".
The equity investments which are lack of active market and categorized into Level 3 have numerous significant unobservable inputs. The significant unobservable inputs of equity investments without active market are independent between each other. Hence, there is no correlation between each significant unobservable input.
Quantified information of significant unobservable inputs was as follows:
(Continued)
50
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
| Item Financial assets at fair value through profit or loss- equity investments without an active market Financial assets at fair value through profit or loss- equity investments without an active market Financial assets at fair value through other comprehensive income-equity investments without an active market |
Valuation technique Comparable Company Net asset value method Comparable Company |
Significant unobservable inputs ‧Price Book Ratio (December 31, 2019 was 1.53) (Note) ‧Discount for lack of marketability ( December 31, 2019 was 22.20%) (Note) ‧Discount for lack of marketability ( December 31, 2019 was 17.5%) (Note) ‧Discount for control ( December 31, 2019 was 22.48%) (Note) ‧Price Book Ratio (December 31, 2020 and December 31, 2019 were 0.87 and 1.00) ‧Discount for lack of marketability (December 31, 2020 and December 31, 2019 were 28.82% and 23.07%) |
Inter-relationship between significant unobservable inputs and fair value measurement |
|---|---|---|---|
| ‧The higher the ratio, the higher the fair value ‧The higher the discount, the lower the fair value ‧The higher the discount, the lower the fair value ‧The higher the controlling discount, the lower the fair value ‧The higher the ratio, the higher the fair value ‧The higher the discount, the lower the fair value |
-
Note: As of December 31, 2020, the investees had been dissolved or were expected to be liquidated, therefore, the fair value, without the application of parameters, was based on the liquidation value.
-
5) Fair value measurement in Level 3 - sensitivity analysis of reasonably possible alternative assumptions
While under different models or using different parameters may lead to different results, fair value measurement for financial instruments is reasonable.
The following tables shows the valuation impacts changes in input parameters on Level 3 financial instruments:
| Input | Assumptions | Fair Value through Profit and Loss |
Fair Value through Profit and Loss |
Fair value through other comprehensive income |
Fair value through other comprehensive income |
|---|---|---|---|---|---|
| Favourable | Unfavourable | Favourable | Unfavourable |
December 31, 2020
(Continued)
51
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
| Financial assets at fair value through profit or loss | |||||||
|---|---|---|---|---|---|---|---|
| Equity investments without an active market | Discount for | 10% | (Note) | (Note) | - | - | |
| lack of | |||||||
| marketability | |||||||
| Equity investments without an active market | Discount for | 10% | (Note) | (Note) | - | - | |
| control | |||||||
| Equity investments without an active market | Price Book | 10% | (Note) | (Note) | - | - | |
| Ratio | |||||||
| Financial assets at fair value through other | |||||||
| comprehensive income | |||||||
| Equity investments without an active market | Discount for | 10% | - | - | 79,306 | (79,306) | |
| lack of | |||||||
| marketability | |||||||
| Equity investments without an active market | Price Book | 10% | - | - | 195,872 | (195,872) | |
| Ratio | |||||||
| December 31, 2019 | |||||||
| Financial assets at fair value through profit or loss | |||||||
| Equity investments without an active market | Discount for | 10% | 102 | (102) | - | - | |
| lack of | |||||||
| marketability | |||||||
| Equity investments without an active market | Discount for | 10% | 82 | (82) | - | - | |
| control | |||||||
| Equity investments without an active market | Price Book | 10% | 352 | (352) | - | - | |
| Ratio | |||||||
| Financial assets at fair value through other | |||||||
| comprehensive income | |||||||
| Equity investments without an active market | Discount for | 10% | - | - | 62,173 | (62,173) | |
| lack of | |||||||
| marketability | |||||||
| Equity investments without an active market | Price Book | 10% | - | - | 207,323 | (207,323) | |
| Ratio |
Note: As of December 31, 2020, the investees had been dissolved or were expected to be liquidated, therefore, the fair value, without the application of parameters, was based on the liquidation value.
- 6) Financial instruments not measured at fair value
a) Fair value information
The Company's financial instruments not measured at fair value include cash and cash equivalents, notes and accounts receivable, other receivables, guarantee deposits paid, notes and accounts payable, other payables, guarantee deposits received and part of other financial assets, whose carrying amount is reasonably close to the fair value, disclosure of fair value information is not required.
b) Valuation techniques
The Company's valuation methods and assumptions used for financial instruments not measured at fair value are as follows:
Since the maturity date is close and the future receipt and reimbursement price is similar to the book value, the fair value of cash and cash equivalents, notes and accounts receivable, other receivables, notes and accounts payable and other payables were measured at book value at the reporting date.
- (w) Financial risk management
(i) Overview
The Company has exposures to the following risks from its financial instruments:
- 1) Credit risk
(Continued)
52
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
-
2) Liquidity risk
-
3) Market risk
The following likewise discusses the Company's objectives, policies and processes for measuring and managing the above mentioned risks.
- (ii) Structure of risk management
The Company's risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities. The Company, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.
-
(iii) Credit risk
-
1) Notes and accounts receivable
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company is required to conduct management and credit risk analysis for each of its new customers before the terms and conditions of the contract and delivery are set in accordance with the internal credit policy. The internal risk control system assesses the credit quality of customers by considering their financial status, past experiences and other factors. The main credit risk derives from cash and cash equivalents, deposits in banks and in financial institutions. Furthermore, credit risk may derive from customers, including unreceived receivables and committed transaction.
- 2) Guarantees
The Company's policy is to provide financial guarantees only to wholly owned subsidiaries. As of December 31, 2020 and 2019, no other guarantees were outstanding.
- (iv) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset.
The Company manages sufficient cash and cash equivalents so as to cope with its operations and mitigate the effects of fluctuations in cash flows. The Company's management supervises the banking facilities and ensures compliance with the terms of loan agreements.
As of December 31, 2020 and 2019, the Company's unused credit line were amounted to $5,969,555 thousand and $1,058,891 thousand, respectively.
- (v) Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, and equity prices, will affect the Company's income or the value of its holdings of
(Continued)
53
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, and optimizing the return.
1) Currency risk
The Company is a multinational institution and therefore exposes to currency risk deriving from many different currencies, mainly from USD and RMB. The relevant currency risk stems from future commercial transactions, recognized assets and liabilities, and net investments in foreign operating agencies.
2) Interest rate risk
The short-term loans of the Company are debts with floating interest rates. Therefore, changes in market interest rates will lead to changes in the interest rate of short-term loans, resulting in fluctuations of future cash flows.
3) Other market price risk
The Company is exposed to equity price risk due to the investments in equity securities. This is a strategic investment and is not held for trading. The Company does not actively trade in these investments as the management of the Company minimizes the risk by holding different investment portfolios.
(x) Capital management
The Company's objectives for managing capital to safeguard the capacity to continue to operate, to continue to provide a return on shareholders, to maintain the interest of other related parties, and to maintain an optimal capital structure to reduce the cost of capital.
The Company's strategy for managing the capital structure is to lay out the plan of product development and expand the market share considering the growth and the magnitude of industry and further developing an integral plan founded on the required capacity, capital outlay, and magnitude of assets in long-term development. Ultimately, considering the risk factors such as the fluctuation of the industry cycle and the life cycle of products, the Company determines the optimal capital structure by estimating the profitability of products, operating profit ratio, and cash flow based on the competitiveness of products. The management of the Company periodically examines the capital structure and contemplates on the potential costs and risks involved while exerting different financial tools. In general, the Company implements prudent strategy of risk management.
| Total liabilities Less: cash and cash equivalents Net debt Total equity Debt-to-capital ratio |
December 31, 2020 $ 13,967,807 6,506,029 |
December 31, 2020 $ 13,967,807 6,506,029 |
December 31, 2019 11,283,731 4,349,076 |
|---|---|---|---|
$ 7,461,778 |
6,934,655 |
||
$ 10,004,054 |
8,567,466 |
||
74.59% |
80.94% |
- (y) Cash flows information on acquisition of property, plant and equipment
The supplementary information on acquisition of property, plant and equipment of the Company
(Continued)
54
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
were as follows:
Increase in property, plant and equipment Cash payments
| 2020 $ 7,965 |
2019 4,024 |
|---|---|
$ 7,965 |
4,024 |
(7) Related-party transactions
- (a) Parent company and ultimate controlling company
United Integrated Services Co., Ltd. is both the Company and the ultimate controlling party of its subsidiaries.
- (b) Names and relationship with related parties
The followings are entities that have had transactions with related party and the Company's subsidiaries during the periods covered in the financial statements.
Name of related party Relationship with the Company Hanxuan Energy Co.,Ltd Subsidiary Hunter Energy Co.,Ltd. Subsidiary UNITED INTEGRATED SERVICES Subsidiary (USA) CORP. United Integrated Services BVI Subsidiary Jiangxi United Integrated Services Ltd. Subsidiary Singapore United Integrated Services Ltd. Subsidiary Su Yuan (Shanghai) Trading Ltd. Subsidiary Suzhou Han Tai System Integrated Ltd. Subsidiary Beijing Han He Tang Medical Instrument Subsidiary
Beijing Han He Tang Medical Instrument Ltd.
Wholetech System Hitech Limited
Investee accounted for using equity method
Investee accounted for using equity method
Investee accounted for using equity method
Investee accounted for using equity method
Related party
Related party
Related party
Related party
Related party
Related party
Related party
Key management personnel
Ablerex Electronics Co., Ltd.
JG Environmental Technology Co., Ltd.
Eco Energy Corporation UniMEMS Manufacturing Co., Ltd.
AIRREX Co., Ltd.
FU-KUO ENGINEERING CO., Ltd.
Huayuan Engineering Co., Ltd.
Dentsu Engineering Co., Ltd.
Yun Hao Motor Technician Office
Sheng Yang Integration Co., Ltd.
All directors, supervisors, general managers and deputy general managers
(Continued)
54
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
(c) Significant transactions with related parties
(Continued)
55
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
(i) Operating revenue
The amounts of significant sales by the Company to related parties were as follows:
| Subsidiaries Other related parties |
2020 $ 202,795 12 |
2019 160,949 44 |
|---|---|---|
| $ 202,807 |
160,993 |
There is no significant difference between the credit terms of the Company and of the same businesses.
(ii) Construction cost
The amounts of purchases by the Company from related parties were as follows:
| Subsidiaries Associates Other related parties |
2020 $ - 294,871 159,403 |
2019 579 116,539 130,286 |
|---|---|---|
$ 454,274 |
247,404 |
There is no significant difference between the payment terms of the Company and of the same businesses.
- (iii) Receivables from Related Parties
The receivables from related parties were as follows:
| Account Accounts receivable Other accounts receivable Dividends receivable Long-term receivables-related party (Principal) Long-term receivables-related party (Interest) |
Relationship Subsidiaries Subsidiaries Subsidiaries Subsidiaries Subsidiaries |
December 31, 2020 $ 3,289 93 - 130,019 72,748 |
December 31, 2019 46,149 - 358,091 134,919 68,957 |
|---|---|---|---|
| $ 206,149 |
608,116 |
- (iv) Payables to Related Parties
The payables to related parties were as follows:
| Account Notes payable |
Relationship Other related parties |
December 31, 2020 $ 5,983 |
December 31, 2019 |
|---|---|---|---|
- |
(Continued)
55
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
Accounts payable
Subsidiaries 25,756 27,232
(Continued)
56
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
| Accounts payable Associates Accounts payable Other related parties Other payables Other related parties -Dentsu Engineering |
182,412 20,450 43,612 68,159 166,481 160,183 |
|---|---|
$ 424,244 276,024 |
Other payables mentioned above included package fee disbursements, salaries and interests, etc. Please refer note 12 (c) for further information.
(v) Leases
| Name of related party Object Subsidiaries 5F, No. 3, Ln. 7, Baogao Rd., Xindian Dist., New Taipei City 231, Taiwan (R.O.C.) Subsidiaries 6F, No. 297, Sec. 6, Roosevelt Rd., Wenshan Dist., Taipei City 116052, Taiwan (R.O.C.) Associates 1F., No.1、3, Ln. 7, Baogao Rd., Xindian Dist., New Taipei City 231, Taiwan (R.O.C.) Associates Parking Space Other related parties No.18, Aly. 2, Ln. 261, Xinghua Rd., Shanhua Dist., Tainan City 741, Taiwan (R.O.C.) Other income Other related parties |
Object | Lease term 2020.09.01~ 2021.08.31 2020.06.01~ 2021.05.31 2020.01.01~ 2021.05.31 2020.01.01~ 2021.05.31 2017.08.01~ 2020.04.30 |
Rental income 2020 2019 $ 8 - 13 - 4,464 4,392 72 72 97 194 $ 4,654 4,658 |
Rental income 2020 2019 $ 8 - 13 - 4,464 4,392 72 72 97 194 $ 4,654 4,658 |
|---|---|---|---|---|
| 2020 $ 8 13 4,464 72 97 $ 4,654 |
||||
2020 $ 61 |
2019 - |
(vi) Other income
(vii) Interest income
(Continued)
56
2020
2019
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
(Continued)
57
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
Subsidiaries
(viii) Finance costs
- Other related party Dentsu Engineering
| $ 2,637 |
4,142 |
|---|---|
2020 $ 6,298 |
2019 6,298 |
- (ix) Property transactions
The disposals of property, plant and equipment to related parties were summarized as follows:
| Relationship | 2020 Disposal price Gain (loss) from disposal $ - - |
2019 Disposal price Gain (loss) from disposal 2,420 2,411 |
|---|---|---|
| Disposal price $ - |
Disposal price 2,420 |
|
| Associates |
- (d) Key management personnel compensation
| Short-term employee benefits Post-employment benefits |
2020 $ 199,944 1,401 |
2019 155,112 1,373 |
|---|---|---|
$ 201,345 |
156,485 |
(8) Pledged assets
The carrying values of pledged assets were as follows:
| Pledged assets Restricted assets (other non- current assets) |
Object Engineering performance bond |
December 31, 2020 $ 850 |
December 31, 2019 1,013 |
|---|---|---|---|
(9) Commitments and contingencies
-
(a) As of December 31, 2020 and 2019, except for the disclosures of Note 7, the Company's commitments and contingencies were as follows:
-
(i) As of December 31, 2020 and 2019, guaranteed notes received from construction contractors for performance guarantees or maintenance guarantees amounted to $12,006,460 thousand and $1,489,820 thousand, respectively.
-
(ii) As of December 31, 2020 and 2019, guaranteed notes issued to construction contractors for performance guarantees or maintenance guarantees amounted to $16,829 thousand and $143,010 thousand, respectively.
-
(iii) As of December 31, 2020 and 2019, guaranteed notes issued for bank loans and letters of credits amounted to $2,000,000 thousand and $400,000 thousand, respectively.
-
(iv) As of December 31, 2020 and 2019, guaranteed letters offered by banks for contract
(Continued)
58
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
performance guarantees amounted to $35,615 thousand and $8,000 thousand, respectively.
-
(v) As of December 31, 2020 and 2019, the total contract price of contracted construction projects amounted to $101,292,295 thousand and $97,052,931 thousand, respectively, and the contract payments received by the Company amounted to $58,305,585 thousand and $42,110,429 thousand, respectively.
-
(vi) As of December 31, 2020 and 2019, the total subcontract price of subcontracted construction projects amounted to $5,335,969 thousand and $3,860,270 thousand, respectively, and the contract payment paid by the Company amounted to $3,636,878 thousand and $2,935,561 thousand, respectively.
-
(vii) As of December 31, 2020 and 2019, the outstanding letters of credits issued by the Company for purchasing equipment amounted to $196,240 thousand and $100,011 thousand, respectively.
-
(viii) As of December 31, 2020 and 2019, guaranteed notes received from lessees for rental of buildings both mounted to $1,073 thousand.
-
(b) Significant contracts
The Board of Directors' meeting on June 12, 2020, the company decided to enter into a real estate purchase agreement to be used as its headquarters. The total value of the contract including tax was $516,950 thousand, as of December 31, 2020, the remaining unpaid balance was $416,140 thousand.
- (c) Significant liabilities
Among the construction contracts entered by the Company, 166 of them have not been completed. As of December 31, 2020, the following table presents the main contracts (including contracts with total prices over 100 million) of the Company:
| Proprietor | Date of project |
Description | Warranty service period |
Restrictions |
Note |
|---|---|---|---|---|---|
| InfoVision Optoelectronics (Kunshan) Co., Ltd |
2007/12/01-200 9/12/31 |
Longteng Optoelectronics 110K Expansion Main System Engineering |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2012/5/14-2013/ 7/31 |
TSMC F6 BUMPPING engineering |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2012/5/25-2013/ 10/31 |
F12 P6 CCD EXPANSION-EDC2 F12 P4 SITE |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| Singapore United Integrated Services Pte Ltd. |
2014/6/23-2014/ 12/31 |
AUO(SG) L4B POWER MTM project |
One year | Delay penalty:one thousandth of total contract price per day |
(Continued)
59
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
| Proprietor | Date of project |
Description | Warranty service period |
Restrictions |
Note |
|---|---|---|---|---|---|
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2016/3/1-2017/1 2/31 |
TSMC F15 P5 MEP PACKAGE(STAGE 1)(UPS) |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2016/10/1-2017/ 12/31 |
TSMC F15 P6 CR SCADTEM addition engineering |
One year |
Delay penalty:one thousandth of total contract price per day |
Note |
| Singapore United Integrated Services Pte Ltd. |
2017/10/31-201 8/12/31 |
SSMC Expansion project | One year | Delay penalty:one thousandth of total contract price per day |
Note |
| systems on silicon manufacturing company Pte.Ltd. |
2018/2/12-2018/ 6/30 |
new construction of SSMC factory equipment procurement |
One year | Delay penalty:one thousandth of total contract price per day |
|
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2018/4/13-2018/ 12/31 |
TSMC F15P7 C/R PROJECT A |
One year | Delay penalty:one thousandth of total contract price per day |
|
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2018/4/30-2019/ 2/28 |
TSMC F18 P1 MEP-A PACKAGE |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2018/4/30-2019/ 2/28 |
TSMC F18 P1 MEP-B PACKAGE |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2018/4/30-2019/ 2/28 |
TSMC F18 P1 FIRE PACKAGE |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2018/5/3-2019/4 /30 |
TSMC F18 P1 C/R | One year | Delay penalty:one thousandth of total contract price per day |
Note |
| Yangtze River Storage Technology |
2018/6/4-2018/9 /30 |
Yangtze River Storage National Storage Base (Phase I) Industrial equipment pipeline of Import equipment |
One year | Delay penalty:one thousandth of total contract price per day |
|
| MICRON MEMORY TAIWAN CO., Ltd. |
2018/7/4-2018/1 2/31 |
Build up for MTB warehouse | One year | Delay penalty:one thousandth of total contract price per day |
|
| MICRON MEMORY TAIWAN CO., Ltd. |
2018/7/17-2019/ 07/31 |
A2 E100 expansion project | One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2018/7/27-2018/ 12/31 |
TSMCF18P1 EBO | One year | Delay penalty:one thousandth of total contract price per day |
|
| KOPIN TAIWAN CORPATION |
2018/8/24-2019/ 3/31 |
New construction of TURNKEY |
One year | Delay penalty:one thousandth of total |
Note |
(Continued)
59
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
| Proprietor | Date of project |
Description | Warranty service period |
Restrictions |
Note |
|---|---|---|---|---|---|
| contract price per day |
(Continued)
60
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
| Proprietor | Date of project |
Description | Warranty service period |
Restrictions |
Note |
|---|---|---|---|---|---|
| AU Optronics Corporation | 2018/12/4-2019/ 5/31 |
L3DIJP Project | One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2018/12/15-201 9/12/31 |
TSMC F18 P2 MEP-A PACKAGE |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2018/12/15-201 9/12/31 |
TSMC F18 P2 MEP-B PACKAGE |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2018/12/15-201 9/12/31 |
TSMC F18 P2 FIRE PACKAGE |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2018/12/15-201 9/12/31 |
TSMC F18 P2 PCW PACKAGE |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2018/12/20-201 9/12/31 |
TSMC F18 P2 C/R PACKAGE |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| Advanced. Wireless Semiconductor Company |
2019/02/11-202 0/12/31 |
New construction of Hongjie Phase II plane construction factory (A,B,C,D,E,FBuilding) -Mech anical andelectrical contractingengineering |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| MICRON MEMORY TAIWAN CO., Ltd. |
2019/03/04-202 1/12/31 |
New construction of MICRON factory project design |
One year |
Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2019/7/4-2020/1 2/31 |
TSMC F15P7 C/R Project B | One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2019/7/18-2020/ 12/31 |
TSMC F15 P7 MEP PACKAGE B |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2019/10/21-202 0/12/31 |
TSMC F18 P3 MEP A PACKAGE |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2019/10/21-202 0/12/31 |
TSMC F18 P3 MEP B PACKAGE |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING |
2019/10/21-202 0/12/31 |
TSMC F18 P3 FIRE PACKAGE |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
(Continued)
60
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
| Proprietor | Date of project |
Description | Warranty service period |
Restrictions |
Note |
|---|---|---|---|---|---|
| COMPANY LIMITED |
(Continued)
61
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
| Proprietor | Date of project |
Description | Warranty service period |
Restrictions |
Note |
|---|---|---|---|---|---|
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2019/11/13-202 0/12/31 |
TSMC F18 P3 C/R | One year | Delay penalty:one thousandth of total contract price per day |
Note |
| Yangtze River Storage Technology |
2020/1/3-2020/1 0/15 |
Yangtze River Storage (Phase I) second stage project of pipeline purchase and installation in section B- imported equipment |
One year | Delay penalty:one thousandth of total contract price per day |
|
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2020/1/10-2020/ 12/31 |
TSMC F18 P3 EBO CR PACKAGE |
One year | Delay penalty:one thousandth of total contract price per day |
|
| Advanced. Wireless Semiconductor Company |
2020/4/20-2021/ 6/30 |
New construction of Hongjie clean rooms systems install |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| MICRON MEMORY TAIWAN CO., Ltd. |
2020/4/15-2021/ 3/31 |
f16 tool install service po-Gas/NG/BA |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2020/6/15-2022/ 6/14 |
TSMC F18 P4 MEP PACKAGE |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2020/6/1-2021/1 0/31 |
TSMC F18 P4 CLEAN ROOM PACKAGE |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| Hanxuan Energy Co.,Ltd | 2020/9/22-2022/ 9/1 |
Hanxuan Energy Co., LTD. - Build the 10MWPhotovoltaic Power Generating Systems |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| Hunter Energy Co.,Ltd. | 2020/9/22-2022/ 9/1 |
Hunter Energy Co., LTD.- Build the 10MWPhotovoltaic Power Generating Systems |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2020/10/20-202 1/12/31 |
TSMC F18 P4 CLEAN ROOM PACKAGE |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2020/11/1-2021/ 12/31 |
TSMC RDR1 C/R | One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2020/11/11-202 1/12/31 |
TSMC F18 P5 CLEAN ROOM PACKAGE |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
| TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED |
2020/11/1-2021/ 12/31 |
TSMC F18 P5 MEP PACKAGE |
One year | Delay penalty:one thousandth of total contract price per day |
Note |
(Continued)
62
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
| Proprietor | Date of project |
Description | Warranty service period |
Restrictions |
Note |
|---|---|---|---|---|---|
| Hanxuan Energy Co.,Ltd | 2020/12/15-202 2/09/01 |
Hanxuan Energy Co., LTD. - Build the 52MW Solar Power Plant On Huatan Township, Changhua County |
One year |
Delay penalty:one thousandth of total contract price per day |
Note |
Note : The contract is unable to settle for the final acceptance is not completed by the owners. Hence, the Company does not have further responsibility and penalty. The additional project has not been completed, but the date of projects is same as the period of main contract.
(10) Losses Due to Major Disasters: None.
(11) Subsequent Events
The Board of Director' meeting on January 28, 2021, the Company decided to increase the capital of its subsidiary, Hanxuan Energy Co., Ltd, amounting to 350,000 thousand, then increasing its ownership to 500,000 thousand.
(12) Other
- (a) A summary of current-period employee benefits, depreciation and amortization, by function, was as follows:
follows: |
||||||
|---|---|---|---|---|---|---|
| By function By nature |
2020 | 2019 | ||||
| Operating costs |
Operating expenses |
Total | Operating costs |
Operating expenses |
Total | |
| Employee benefits | ||||||
| Salary | 553,874 | 724,624 |
1,278,498 |
521,575 |
585,083 |
1,106,658 |
| Labor and health insurance | 26,507 |
37,205 |
63,712 |
27,100 |
31,309 |
58,409 |
| Pension | 14,528 | 20,391 |
34,919 |
16,256 |
18,780 |
35,036 |
| Remuneration of directors | - | 52,790 | 52,790 |
- |
38,676 | 38,676 |
| Others | 14,283 | 19,881 |
34,164 |
9,165 |
10,388 |
19,553 |
| Depreciation | 14,488 | 10,997 |
25,485 |
6,933 |
11,752 |
18,685 |
| Amortization | 455 | 583 |
1,038 |
478 |
487 |
965 |
The Company for the years ended December 31, 2020 and 2019, additional information on number of employees and employee benefits were as follows:
| Number of employees Non-employee directors Average employee benefits Average employee salary Adjustments of average employee salary Remuneration of supervisors |
2020 810 |
2020 810 |
2019 771 |
|---|---|---|---|
| 5 | 4 |
||
| $ 1,753 |
1,590 |
||
$ 1,588 |
1,443 |
||
10.05% $ - |
10.05% |
- |
(Continued)
63
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
The Company's remuneration policy, including directors, managers and employees, were as follow:
(i) Remuneration of employees:
In accordance with the article of incorporation.
(ii) Remuneration of directors:
The independent directors of the Company are entitled a monthly business execution fee since the following month of the inauguration date. The other directors of the Company are only entitled to the remuneration in accordance with the article of incorporation when there is a surplus generated at the end of the Company's fiscal year. The annual remuneration amount to each independent director net of the monthly business execution fee collected is the remaining amount to be collected.
The annual remuneration of directors is determined according to the Company's article of incorporation, so the Remuneration Committee is to suggest an amount for the Board of Directors to resolve and then propose in the shareholders meeting for approval. The appropriation of remuneration to the directors is reviewed by the Remuneration Committee and approved by the Board of Directors before distribution.
- (iii) Remuneration of president and vice president:
The Company's managers receive bonuses based on the annual performance evaluation. If there is surplus generated, remuneration should be appropriated and distributed to employees based on the performance evaluation performed by the Company.
The salary proposal is drafted up according to the Rules Governing Employee Salaries and then presented to the Remuneration Committee for review and to the Board of Directors for approval. The annual performance bonus and employee remuneration should be proposed to the Remuneration Committee for review and to the Board of Directors for approval in accordance with the annual performance evaluation results and related payment methods.
Salary is determined and paid according to the Company's Rules Governing Salary Determination; also, by referring to the business performance and profitability of each business unit. The Remuneration Committee regularly reviews the reasonableness of the salary.
(b) Certain directors of the Company were sentenced of violating the Securities and Exchange Act by the Taiwan High Court (the “High Court”). With respect to the main content of the judgment, corresponding measures and the impact of the litigation on the operations, please refer to the following information:
- (i) Main Content of the Judgment
On June 5, 2013, the Taipei District Prosecutors Office (the “Prosecutors Office”) filed a public prosecution against Chairman Chen and former Chairman Wang of the Company, and others, on the accusation of embezzlement, and claimed that between 2001 and 2011, the defendants have transferred more than NT$1.3 billion, from the funds of Company, to other companies that are effectively controlled by the defendants as follows: Dentsu Engineering Co. Ltd (“Dentsu”), Fukuo Engineering Co. Ltd., and Huayuan Engineering Co. Ltd. After the defendants presented numerous evidence to clarify the relevant facts during the trial, the Taipei
(Continued)
63
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
District Court sentenced on August 31, 2015 (No. 102 Jin Chung Su Tzu 17) with the
(Continued)
64
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
following main content: the court adopts the defendants' explanations and evidence regarding the NT$1.3 billion, as mentioned in the indictment, that the funds, except for part of them are payment for construction fee and the wages of the construction workers, the rest of the funds were used for repaying several incidental payments (collectively referred to as the “Package Fees”), previously paid by Dentsu and other companies. There is also no evidence provided
that the defendants had committed an offence involving embezzlement or breach of trust; therefore, the court considers that the defendants were not guilty of each of the above-mentioned criminal charge. However, the court still held the defendants guilty for financial statement fraud due to failure to disclose in the financial statements of Dentsu and other companies and the Package Fees thereof. The defendants all appealed against the conviction while the public prosecutor also filed an appeal against the acquittal part of the verdict; and due to the death of Mr. Wang, the former Chairman of the Company, the High Court (No. 104 Jin Shang Chung Su Tzu 40) declared a dismissal judgment for Mr. Wang on July 25, 2017 with respect to the charges of non arm's length transactions, breach of trust, and embezzlement. The High Court stated that there was no evidence to prove that the defendants, other than Mr. Wang, were guilty and the public prosecutor accepted the acquittal judgment without further appeal. As for the High Court's decision of guilty on the financial statement fraud, the sentences on two of the defendants were finalized because they were given probations and decided not to appeal; while Chairman Chen appealed to the Supreme Court, wherein the Supreme Court (No. 106 Tai Shang Tzu 3336), on July 25, 2018, reversed and remanded the case to the High Court whose further judgment (No. 107 Jin Shang Chung Geng Yi Tzu 8) on December 10, 2019 sentenced Mr. Chen guilty for misrepresented financial statements for certain years and guilty for violations of the Business Entity Accounting Act, as well as a five year probation; Chairman Chen filed an appeal while the SFIPC center also requested the prosecutor to appeal. The Supreme Court reversed and remanded the case to the High Court on July 17, 2020, moving the case for further proceedings in the High Court.
(ii) Corresponding Measures
Since the establishment of the Company by the former Chairman Wang, the performance and earnings have always surpassed those of the same industry. Apart from having no deficit, almost all distributable surplus has always been distributed to shareholders; additionally, Chairman Wang almost has never sold his shares in the Company since the Company was listed on the OTC market, which proves Chairman Wang's loyalty and confidence in the Company; Chairman Chen has assisted with matters of the Company for decades and has worked hard for the Company. Owing to the contributions of both of them, the Company has thrived and has been able to consistently make stable profits. Therefore, we feel grateful that the investigation by the first and second instance courts and the retrial court resulting in the opinions of the court that the assertions of non arm's length transactions, breach of trust and embezzlement as indicted by the prosecutor are not true. It is regrettable that the court still considers that the financial reports of certain fiscal years are misrepresented. As the Supreme Court has reversed and remanded the case to the High Court, the Company will await the final judgment.
(iii) Impact on the Operations
Since the occurrence of this case, the staff of the Company altogether have continued to stay on their posts and serve customers. The Company has also received support from proprietors and third party firms. The Company's revenue continues to grow, while the progress, collection and
(Continued)
64
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
payment operations of projects remain normal. Current business and finances of the
(Continued)
65
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
Company are quite robust, as the Company's operations have not been affected by any of the judicial events.
- (iv) On December 5, 2013, based on the contents of the indictment, the SFIPC argued that it was inappropriate for the former three directors to hold such positions in the Company and appealed for court decision to dismiss the directors' positions.
As mentioned above, under the leadership of the former Chairman Wang, the operations and performances of the Company were extremely good. Apart from the record of the indictment, the SFIPC did not propose any specific evidence of the three directors' unsuitability for directorship. On February 6, 2014, the shareholders' meeting was held, and after discussion and resolutions, the majority of shareholders supported the decision for the three directors to continue to run the Company. In 2015, the shareholders' general meeting re elected directors, and the three directors also won the majority of the shareholders' support for re election. Under the Taipei District Court's ruling in June 18, 2015, the SFIPC lost the lawsuit. The SFIPC filed an appeal, but due to the death of Chairman Wang, the SFIPC withdrew part of the appeal and changed its petition to be dismissing two directors' positions from June 16, 2015 to June 15, 2018. The court of Second Instance decided in early February 2016 to dismiss the complaint of the SFIPC about changes of claims. The SFIPC appealed to the Court of Third Instance on March 28, 2016. The Supreme Court (No. 106 Tai Shang Tzu 2658) revoked the original Second Instance judgment on September 28, 2018, and remanded the case to the High Court. On April 28, 2020, the two directors were disqualified from being a director by the High Court order. Both directors filed appeals on May 18, 2020, but due to the resignation of director Lee on June 2, 2020, she withdrew the appeal on June 3 in the same year and the court's decision on director Lee became finalized as of the date thereof; while the appeal part regarding director Chen is currently under the trial of the Supreme Court. The financial and business operations of the Company have also not been affected by this lawsuit.
- (v) According to the content of the indictment on January 27, 2014, the SFIPC filed a group lawsuit on behalf of the investor on the grounds that the Company's financial reports from the third quarter of 2008 to 2011 were misrepresented, requesting the Company, directors and former supervisors to jointly compensate the investors for the damage amounting to more than NT$243 million.
As stated above, the Company's operations and financial position have always been sound, and its share price has remained at a considerable level. It has been a stable and profitable Company for a long time. Relevant parties have also indicated that the Company has handled the affairs of the Company's interests and has not caused the Company's financial reports to be misrepresented. The judgment of the criminal first retrial court also holds that even though the Company's financial reports and financial business documents between years 2008 and 2011 were indeed misrepresented and have not reached materiality criteria, they have only violating the Business Accounting Laws regulations. As the Supreme Court reversed and remanded the case to the High Court, the case remains for further proceedings in the High Court. Before the criminal case and the final judgment of this civil action are determined, whether the Company has misrepresented financial reports in the past years stated, the investors have been harmed, or the damage is related to false financial reporting, etc., it would take a period of time before the judgment is announced. This lawsuit has also not affected the normal operation of the Company's current financial business.
- (c) The Company received the civil judgment from the Taiwan Taipei District Court on September 2,
(Continued)
66
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
2014 that the Company should pay the package fees of $104,559 thousand and the former Chairman Wang's salary from January 2001 to April 2012, as previously paid by Dentsu, amounting to $21,405 thousand.
In the third quarter of 2014, in accordance with the judgment stated above, the Company assessed and took into accounts the package fees and salary paid by Dentsu, which have yet to be reimbursed by the Company (respectively logged as construction costs and management costs). The Company also estimated that the relevant interest payable as of December 31, 2019 amounted to $40,517 thousand (please refer to note 7).
As of the reporting date, the Company has yet to reimburse the abovementioned package fees, salary and related interests.
(Continued)
67
UNITED INTEGRATED SERVICES CO., LTD. Notes to the Financial Statements
(13) Other disclosures
- (a) Information on significant transactions:
The following is the information on significant transactions required by the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" for the Company for the year ended December 31, 2020:
- (i) Loans to other parties:
| Loans to other parties: | Loans to other parties: | Loans to other parties: | Loans to other parties: | Loans to other parties: | Loans to other parties: | Loans to other parties: | Loans to other parties: | Loans to other parties: | Loans to other parties: | Loans to other parties: | Loans to other parties: | Loans to other parties: | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Unit:in thousands ofNewTaiwan Dollar | ||||||||||||||||
| No. | Name of lender |
Name of borrower |
Account name |
Related party |
Highest balance of financing to other parties during the period |
Ending balance (Note 1) |
Actual usage amount during the period |
Range of interest rates |
Purposes of fund financing for the borrower (Note 3) |
Transaction amount for business between two parties |
Reasons for short-term financing |
Loss allowance |
Collateral | Individual funding loan limit (Note 2) |
Maximum limit of fund financing (Note 2) |
|
| Item | Value | |||||||||||||||
| 0 | The Company | Su Yuan Trading (Shanghai) Co., Ltd. |
Other receivables |
Yes | 139,252 | 139,189 |
130,019 |
1.95% | 2 |
- O c |
perating apital |
- | - | 2,000,810 | 4,001,621 |
Note 1: The ending balance during the current period are the amount, not the actual usage amount.
Note 2: The total amount of the Company's externally handled funds and loans does not exceed 40% of the Company's net worth, and the loan for a single business fund is not more than 20% of the Company's net worth. Note 3: The capital loan and nature are as follows: There are business contacts for 1 The need for short-term financing is 2
-
(ii) Guarantees and endorsements for other parties: None
-
(iii) Securities held at the end of the period (excluding investment in subsidiaries, associates and joint ventures):
Unit: in thousands of New Taiwan Dollar/thousand of shares
| Name of holder |
Category and name of security |
Relationship with company |
Account title | Ending balance | Ending balance | Ending balance | Ending balance | Note |
|---|---|---|---|---|---|---|---|---|
| Shares/Units (thousands) |
Carrying value |
Percentage of ownership (%) |
Fair value |
|||||
| The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company The Company |
stock-Nanya Technology Corporation stock-Taichung Commercial Bank Co., Ltd. stock-Acer stock-Chunghwa Telecom Co., Ltd stock-CTCI Co., Ltd stock-Powerchip Semiconductor Manufacturing Corporation stock-Powerchip Technology Corporation totals stock-Taiwan Electronic Data Processing Corp. stock-Pu-Xun Venture Capital stock-Aetas Technology Inc. stock-Zowie Technology Corporation stock-Glandtex Corporation stock-Promos Technologies Inc. totals stock-Jiangxi Construction |
- - - - - - - - - - - - - - |
Current 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 profit or loss Current 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 profit or loss Current financial assets at fair value through profit or loss Non-current financial assets at fair value through profit or loss Non-current financial assets at fair value through profit or loss Non-current financial assets at fair value through profit or loss Non-current financial assets at fair value through profit or loss Non-current financial assets at fair value through profit or loss Non-current financial assets at fair value through profit or loss Non-current financial assets at fair value through other comprehensive income |
63 111 1,400 26 10 7,580 4,139 374 722 91 15 1 2 Note 1 |
5,507 1,201 33,110 2,834 382 378,846 78,010 |
- % - % 0.05 % - % - % 0.24 % 0.13 % 9.65 % 1.67 % 0.30 % 0.07 % 0.01 % - % 19.80 % |
5,507 1,201 33,110 2,834 382 378,846 78,010 3,178 3,627 - - - - 1,958,718 |
|
| 499,890 | ||||||||
3,178 3,627 - - - - 6,805 |
||||||||
1,958,718 |
Note 1: Registered with the amount of capital contribution.
(Continued)
68
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
-
(iv) Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20% of the capital stock: None.
-
(v) Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock:
| Unit:thousand dollars | Unit:thousand dollars | Unit:thousand dollars | Unit:thousand dollars | Unit:thousand dollars | Unit:thousand dollars | Unit:thousand dollars | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name of company |
Name of property |
Transaction date |
Transaction amount |
Status of payment |
Counter-party | Relationship with the Company |
If the counter-party is a related party, **disclose the previous transfer information ** |
References for determining price |
Purpose of acquisition and current **condition ** |
Others | |||
| Owner |
Relationship with the Company |
Date of **transfer ** |
Amount | ||||||||||
| The Company |
Land |
June 12, 2020 | 361,860 |
Paid 61,560 | Tsuan Lin, Hong | - | - | - | - | - | Appraisal report from Lichyuan real estate appraisal firm |
Headquarters | None |
| The Company |
Buildings | June 12, 2020 | 155,090 | Paid 39,250 | DeEn Construction Co.,Ltd. |
- |
- | - | - | - | Appraisal report from Lichyuan real estate appraisal firm |
Headquarters | None |
-
(vi) Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock: None.
-
(vii) Related-party transactions for purchases and sales with amounts exceeding the lower of NT$100 million or 20% of the capital stock: None
-
(viii) Receivables from related parties with amounts exceeding the lower of NT$100 million or 20% of the capital stock:
| Unit: in thousands of New Taiwan Dollar | Unit: in thousands of New Taiwan Dollar | Unit: in thousands of New Taiwan Dollar | Unit: in thousands of New Taiwan Dollar | |||||
|---|---|---|---|---|---|---|---|---|
| Name of company |
Related party | Nature of relationship |
Ending balance |
Turnover rate |
Overdue |
Amounts received in subsequent period |
Loss allowances |
|
| Amount | Action taken | |||||||
| The Company |
Su Yuan Trading (Shanghai) Co., Ltd. |
subsidiary | 166,510 | - |
- | - | 931 | - |
- (ix) Trading in derivative instruments: None.
(b) Information on investees:
The following is the information on investees for the year ended December 31, 2020 (excluding information on investees in Mainland China):
| Unit:in t | housands of New | Taiwan Dollar | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Name of investor |
Name of investee |
Location | Main businesses and products |
Original inves | tment amount | E | nding balanc | e | Net income (losses) of investee |
Share of profits/losses of investee (Note 1) |
Note |
| December 31, 2020 |
December 31, 2019 |
Shares (thousands) |
Percentage of ownership |
Carrying value |
|||||||
| The Company | ABLEREX ELECTRONICS CO., LTD. |
Taiwan |
Sale and purchase of UPS | 189,852 | 189,852 |
14,987 | 33.30% |
490,589 |
43,660 |
14,540 |
|
| The Company | WHOLETECH SYSTEM HITECH LIMITED |
Taiwan |
Gas pipeline engineering | 61,367 | 61,367 |
9,946 | 13.61% |
202,156 |
211,571 |
28,807 |
|
| The Company | JG ENVIRONMENTAL TECHNOLOGY CO., LTD |
Taiwan |
Machinery and Equipment Manufacturing | 47,874 | 47,874 |
3,488 | 17.01% |
54,734 |
33,847 |
5,759 |
|
| The Company | Eco Energy Corporation |
Taiwan |
Integration and Solutions of Battery Energy Storage Systems, Purchase and Sale of Related Materials and Equipment |
99,449 | 99,449 |
6,630 | 16.57% |
101,666 |
14,115 |
2,340 |
|
| The Company | UNIMEMS MANUFACTURING CO., LTD. |
Taiwan |
Machinery and Equipment Manufacturing | 19,000 | 19,000 |
2,095 |
19.49% |
- |
- | - | |
| The Company | United Integrated Services (BVI) Co., Ltd. |
BVI |
Investment activities | 567,643 | 567,643 |
17,698 |
100.00% |
736,016 |
38,678 |
38,678 |
|
| The Company | Hanxuan Energy Co.,Ltd |
Taiwan |
self-usage power generation equipment utilizing renewable energy |
150,000 | - |
15,000 | 100.00% |
135,122 |
(3,081) |
(3,081) |
|
| The Company | Hunter Energy Co.,Ltd. |
Taiwan |
self-usage power generation equipment utilizing renewable energy |
90,000 | - |
9,000 | 100.00% |
78,124 |
(83) |
(83) |
|
| The Company | UNITED INTEGRATED SERVICES (USA) CORP. |
USA |
Clean room system construction | 57,130 | - |
2,000 | 100.00% |
55,759 |
(1,247) |
(1,247) |
|
| The Company | UNITED INTEGRATED SERVICES CO., LTD. (Singapore) |
Singapore |
Clean room system construction | 34,040 | 34,040 |
- |
100.00% | (28,282) |
(35,867) |
(35,867) |
|
| WHOLETECH SYSTEM HITECH LIMITED |
WHOLETECH SYSTEMHITECH (BVI) LIMITED |
BVI |
Investment activities | 170,884 | 170,884 |
5,400 |
100.00% |
233,991 |
10,873 |
10,873 |
|
| WHOLETECH SYSTEMHITECH (BVI) LIMITED |
WHOLETECH SYSTEMHITECH (Shanghai) LIMITED |
China |
Electromechanical, Circuit, and Pipeline Engineering Businesses |
169,127 | 169,127 |
- |
100.00% | 233,970 |
10,873 |
10,873 |
|
| WHOLETECH SYSTEM HITECH LIMITED |
WHOLETECH SYSTEMHITECH INC. |
Mauritius |
Investment activities | 110,559 | 110,559 |
3,500 |
100.00% |
215,412 |
31,117 |
31,117 |
(Continued)
69
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
| Name of investor |
Name of investee |
Location | Main businesses and products |
Original inves | tment amount | E | nding balanc | e | Net income (losses) of investee |
Share of profits/losses of investee (Note 1) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 |
December 31, 2019 |
Shares (thousands) |
Percentage of ownership |
Carrying value |
|||||||
| WHOLETECH SYSTEM HITECH INC. |
WHOLETECH GROUPINTERNATIONALT RADING LIMITED |
Mauritius |
Investment activities | 110,559 | 110,559 |
3,500 |
100.00% |
215,412 |
31,117 |
31,117 | |
| WHOLETECH GROUP INTERNATIONAL TRADING LIMITED |
WHOLETECH GROUP (Shanghai) TRADING LIMITED |
China |
Import and Export Trading Business of Electronics, Machineries, Chemical Equipment, Pipe Fitting Hardware, etc. |
110,559 | 110,559 |
- |
100.00% | 215,412 |
31,117 |
31,117 | |
| WHOLETECH SYSTEM HITECH LIMITED |
WHOLETECH SYSTEMHITECH (S) PTE.LTD. |
Singapore |
Construction of water, gas pipelines and sewage systems, gas production, distribution of fuel gas main systems, etc. |
30,865 | 30,865 |
200 |
100.00% |
42,373 |
1,107 |
1,107 | |
| WHOLETECH SYSTEM HITECH (S) PTE. LTD. |
WHOLETECH SYSTEMHITECH (M) SDN.BHD. |
Malaysia |
Construction of water, gas pipelines and sewage systems, gas production, distribution of fuel gas main systems, etc. |
855 | 855 |
100 |
100.00% |
410 |
(45) |
(45) | |
| ABLEREX ELECTRONICS CO., LTD. |
Ablerex-Samoa |
Samoa |
Holding company | 217,445 | 217,445 |
6,635 |
100.00% |
473,807 |
(2,553) |
(3,763) | |
| ABLEREX ELECTRONICS CO., LTD. |
Joint |
BVI |
Provide management services | - | 104 | - |
100.00% | - |
- | - | |
| ABLEREX ELECTRONICS CO., LTD. |
Ablerex-USA |
USA |
Sales of uninterruptible power equipment and systems, solar equipment and related systems, etc. |
8,303 | 8,303 |
250 |
100.00% |
48,190 |
7,060 |
7,060 | |
| ABLEREX ELECTRONICS CO., LTD. |
Ablerex-HK |
Hong Kong |
Sales of uninterruptible power equipment and systems, solar equipment and related systems, etc. |
43 | 43 |
10 |
100.00% |
29,418 |
445 |
840 | |
| ABLEREX ELECTRONICS CO., LTD. |
Ablerex-SG |
Singapore |
Sales of uninterruptible power equipment and systems, solar equipment and related systems, etc. |
48,008 | 48,008 |
2,141 |
100.00% |
92,782 |
7,248 |
8,071 | |
| ABLEREX ELECTRONICS CO., LTD. |
Ablerex-UK |
UK |
Holding company | 4,674 | 4,674 |
100 |
100.00% |
12,676 |
6,391 |
6,925 | |
| ABLEREX ELECTRONICS CO., LTD. |
Ablerex-JP |
Japan |
Sales of uninterruptible power equipment and systems, solar equipment and related systems, etc. |
9,159 | 9,253 |
3 |
99.00% |
9,961 |
6,965 |
7,151 | |
| Ablerex-Samoa |
Ablerex -Overseas |
Hong Kong |
Holding company | 217,445 | 217,445 |
6,635 |
100.00% |
478,971 |
(2,512) |
- | |
| Ablerex-UK |
Ablerex-IT |
Italy |
Sales of uninterruptible power equipment and systems, solar equipment and related systems, etc. |
4,674 | 4,674 |
100 |
100.00% |
12,676 |
6,391 |
- | |
| Ablerex-SG |
Ablerex-TH |
Thailand |
Sales of uninterruptible power equipment and systems, solar equipment and related systems, etc. |
256 | 256 |
280 |
70.00% |
3,359 |
6 |
- | |
| Ablerex-USA |
Ablerex-LATAM |
USA |
Sales of uninterruptible power equipment and systems, solar equipment and related systems, etc. |
15,358 | 15,358 |
4 |
86.00% |
3,404 |
1,464 |
- | |
| JG ENVIRONMENTAL TECHNOLOGY CO., LTD |
ASIA INTELLIGENCE INVESTMENTS LIMITED |
BVI |
Investment activities | 30,282 | 30,282 |
- |
100.00% | 33,798 |
(7,849) |
(7,849) | |
| ASIA INTELLIGENCE INVESTMENTS LIMITED |
JG ENVIRONMENTAL TECHNOLOGY CO., LTD |
China |
Sales of pollution control equipment and manufacturing | 30,282 | 30,282 |
- |
100.00% | 33,922 |
(7,849) |
(7,849) | |
| JG ENVIRONMENTAL TECHNOLOGY CO., LTD |
Taiwan Sustainable Environmental Energy CO., LTD |
Taiwan |
Sales of pollution control equipment | 1,000 | - |
100 | 14.29% |
989 |
(76) |
(11) |
Note 1: The profits/losses of the investee for current period were recognized by the investment company.
(c) Information on investment in Mainland China:
- (i) The names of investees in Mainland China, the main businesses and products, and other information:
| Unit:in thousands of NewTaiwan Dollar | Unit:in thousands of NewTaiwan Dollar | Unit:in thousands of NewTaiwan Dollar | Unit:in thousands of NewTaiwan Dollar | Unit:in thousands of NewTaiwan Dollar | Unit:in thousands of NewTaiwan Dollar | Unit:in thousands of NewTaiwan Dollar | Unit:in thousands of NewTaiwan Dollar | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name of investee |
Main businessesand products |
Total amountof capitalsurplus |
Method ofinvestment(Note 1) |
Accumulatedoutflow ofinvestment fromTaiwan as ofJanuary 1, 2020 |
Investment flows |
Accumulatedoutflow ofinvestment fromTaiwan as ofDecember 31, 2020 |
Net income(losses) ofthe investee |
Percentageof ownership |
Investmentincome (losses) |
Bookvalue as ofDecember 31,2020 |
Accumulatedremittance ofearnings incurrentperiod |
|
Outflow |
Inflow |
|||||||||||
Su Yuan Trading (Shanghai)Co., Ltd. |
Semiconductor, clean room andelectromechanical |
NT$ 3 1,000 |
(2) | NT$ 34,495 USD 1,000 |
- |
- | NT$ 34,495 USD 1,000 |
21,072 |
100.00% |
NT$ 21,072 | NT$ 309,383 | - |
UNITED INTEGRATED SERVICESCO., Ltd.( JIANGXI) |
Electromechanical business andpipeline engineering business |
NT$ 453 100,000 |
(1) | NT$ 338,573 RMB 75,000 |
- |
- | NT$ 338,573 RMB 75,000 |
232,111 |
75.00% |
NT$ 174,083 | NT$ 442,392 | NT$ 1,389,975 RMB 294,467 |
Suzhou Hantai SystemIntegration Co., Ltd. |
Construction hardware ,materials production and sales |
NT$ 381 12,000 |
(2) | NT$ 381,660 USD 12,000 |
- |
- | NT$ 381,660 USD 12,000 |
15,730 |
100.00% |
NT$ 15,730 | NT$ 325,152 | - |
Jiangxi ConstructionEngineering Group Co., Ltd. |
Various types of buildingconstruction |
NT$ 5,113,1 1,043,500 |
(1) | NT$ 1,008,212 RMB 206,600 |
- |
- | NT$ 1,008,212 RMB 206,600 |
- |
19.80% | NT$ - |
NT$ 1,958,718 | NT$ 1,560,313 RMB 334,616 |
Beijing Hanhe Tang MedicalDevices Co., Ltd. |
Distribution agency for medicalequipment, import and export ofgoods, after-sales service |
NT$ 3 1,000 |
(2) | NT$ 30,187 USD 1,000 |
- |
- | NT$ 30,187 USD 1,000 |
1,840 |
100.00% |
NT$ 1,840 | NT$ 11,357 | - |
Note 1: Investment method
(1) Investing in the mainland through companies in another country
(2) Establishing a company through the investment in the third region to reinvest in the mainland.
(ii) Limitation on investment in Mainland China:
| Accumulated investment in Mainland China as of December 31, 2020 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment |
|---|---|---|
| 1,798,283 (USD59,165) |
1,825,134 (USD59,165) |
6,002,432 |
- (iii) Significant transactions with investees in Mainland China:
- The significant inter company transactions with the subsidiary in Mainland China, which were eliminated in the
(Continued)
70
UNITED INTEGRATED SERVICES CO., LTD.
Notes to the Financial Statements
preparation of consolidated financial statements, are disclosed in "Information on significant transactions".
- (d) Major shareholders:
| Major shareholders: | ||
|---|---|---|
| Shareholding Shareholder's Name |
Shares | Percentage |
| Fubon Life Insurance Co., Ltd. | 9,620,000 | 5.04% |
-
Note: (i) The information of major shareholders who hold 5 percent or more of the issuer's common stocks and preferred stocks, including treasury stocks, is provided by Taiwan Depository and Clearing Corp. for every quarter. The share capital disclosed on financial report and the actual numbers of dematerialized securities may be different due to their discrepancies calculation basis.
-
(ii) If the shareholder entrusts the shares to the trust, the shareholding will be disclosed by the trustee's account individually. As for those shareholders who are responsible for the declaration of insiders' shareholding with more than 10 percent in accordance with the Securities and Exchange Act, their shareholdings shall include their own shares and the trust in which they have the authority to decide the allocation of their trust assets. Please refer to the Market Observation Post System for information on the insiders' shareholding.
(14) Segment information:
Please refer to the consolidated financial statement for the year ended December 31, 2020.
(Continued)
71
United Integrated Services Co., Ltd.
Statement of cash and cash equivalents
December 31, 2020
(Expressed in thousands of New Taiwan Dollars)
| Item Cash on hand and foreign currency Cash in banks |
Description Cash Petty cash Demand deposits Check Deposits Time deposits (Note) Foreign currency deposits (Note) |
Amount $ 2,245 830 3,075 3,350,150 1,695 2,859,386 291,723 6,502,954 $ 6,506,029 |
|---|---|---|
Note: Including demand deposits USD 32,435 thousand and time deposits USD 284,800 thousand @$28.48, demand deposits JPY 3 thousand @$0.28, demand deposits CNY 258,988 thousand and time deposits CNY 78,786 thousand @$4.38, demand deposits SGD 297 thousand @$21.56.
On December 31, 2020, the range of the interest rates of the time deposits were 0.08%~2.5%, which mature during January 2021 and March 2021.
72
United Integrated Services Co., Ltd.
Statement of financial assets measured at fair value through profit or loss - current
December 31, 2020
(Expressed in thousands of New Taiwan Dollars)
| Name of financial instrument Nanya Technology Corporation Taichung Commercial Bank Co., Ltd. ACER Chunghwa Telecom Co., Ltd CTCI Co., Ltd Powerchip Semiconductor Manufacturing Corporation Powerchip Technology Corporation Add: Valuation Adjustments |
Description | Shares or units |
Par value | Total amount - - - - - - - |
Interest rate (%) |
Acquisition cost 19,928 942 94,045 3,033 340 118,302 68,687 |
Fair | Fair | value Total amount 5,507 1,201 33,110 2,834 382 378,846 78,010 - - |
Fair value changes is attributable to the changes in credit risk - - - - - - - - - |
Note | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Unit price 86.80 10.85 23.65 109.00 38.20 49.98 18.85 |
||||||||||||
| 63 $ - 111 - 1,400 - 26 - 10 - 7,580 - 4,139 - |
- - - - - - - |
|||||||||||
305,277 194,613 |
||||||||||||
$ 499,890 |
499,890 | - |
73
United Integrated Services Co., Ltd.
Statement of changes in financial assets measured at fair value through profit or loss - non-current
For the year ended December 31, 2020
(Expressed in thousands of New Taiwan Dollars)
| Name of financial instrument Taiwan Electronic Data Processing Co.,Ltd. Pu-Xun venture capital Add: Valuation Adjustments |
Beginning Balance Shares or units Fair value 374 $ 27,570 722 7,225 - (28,448) $ 6,347 |
Beginning Balance Shares or units Fair value 374 $ 27,570 722 7,225 - (28,448) $ 6,347 |
Addition Shares or units Amount - - - - - - - |
Addition Shares or units Amount - - - - - - - |
Decrease Shares or units Amount - - - - - (458) (458) |
Decrease Shares or units Amount - - - - - (458) (458) |
Decrease Shares or units Amount - - - - - (458) (458) |
Ending Balance Shares or units Fair value 374 27,570 722 7,225 - (27,990) 6,805 |
Ending Balance Shares or units Fair value 374 27,570 722 7,225 - (27,990) 6,805 |
Ending Balance Shares or units Fair value 374 27,570 722 7,225 - (27,990) 6,805 |
Collateral None 〞 |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares or units |
Shares or units |
Shares or units 374 722 - |
||||||||||
| - - - |
- - - |
|||||||||||
| $ 6,347 |
(458) | 6,805 |
74
United Integrated Services Co., Ltd.
Statement of changes in non-current financial assets measured at fair va
through other comprehensive income For the year ended December 31, 2020
(Expressed in thousands of New Taiwan Dollars)
| Name of financial instrument Jiangxi Construction Engineering Group Co.,Ltd. Add: Valuation Adjustments |
Beginning Balance Shares or units Fair value Note $ 1,008,212 - 1,043,567 $ 2,051,779 |
Beginning Balance Shares or units Fair value Note $ 1,008,212 - 1,043,567 $ 2,051,779 |
Addition Shares or units Amount - - - - - |
Addition Shares or units Amount - - - - - |
Addition Shares or units Amount - - - - - |
Decrease Shares or units Amount - - - 93,061 93,061 |
Decrease Shares or units Amount - - - 93,061 93,061 |
Decrease Shares or units Amount - - - 93,061 93,061 |
Ending | Ending | Balance Fair value 1,008,212 950,506 |
Collateral None |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares or units |
Shares or units |
Shares or units |
Shares or units |
||||||||||
| Note - |
- - |
- - |
- - |
||||||||||
$ 2,051,779 |
- | 93,061 |
1,958,718 |
Note: Registered with the amount of capital contribution.
75
United Integrated Services Co., Ltd.
Statement of notes receivable
December 31, 2020
(Expressed in thousands of New Taiwan Dollars)
| Client name Unrelated Parties: Winbond Electronics Corp. Reibi Bio - technology Co., Ltd. Other (The balance of each household is less than 5% of the balance of the subject) |
Description Operating Operating Operating |
Amount $ 5,176 457 248 $ 5,881 |
Note |
|---|---|---|---|
Statement of accounts receivable
| Client name Related Parties: Beijing Hanhe Tang Medical Devices Co., Ltd. Unrelated Parties: Taiwan Semiconductor Manufacturing Co., Ltd. Micron Memory Taiwan Co., Ltd. Other (The balance of each household is less than 5% of the balance of the subject) Less: Loss allowance |
Description Operating Operating Operating Operating |
Amount $ 3,289 |
Note |
|---|---|---|---|
| 804,430 5,300,959 178,198 6,283,587 |
|||
6,286,876 86,814 |
|||
$ 6,200,062 |
76
United Integrated Services Co., Ltd.
Statement of changes in Contract Assets and Contract Liabilities
For the year ended December 31, 2020
(Expressed in thousands of New Taiwan Dollars)
Contract Assets
| Name of Project | Beginning Balance $ 1,908,925 1,095,028 1,920,355 1,785,541 1,046,901 4,899,432 1,811,908 22,977,398 |
Addition Construction cost Gain on Construction 252 26,316 2,941 67,833 3,772 354,485 12,180 360,610 19,050 1,500 699,342 622,173 20,261,116 1,214,906 7,412,306 2,613,515 |
Addition Construction cost Gain on Construction 252 26,316 2,941 67,833 3,772 354,485 12,180 360,610 19,050 1,500 699,342 622,173 20,261,116 1,214,906 7,412,306 2,613,515 |
Decrease Loss on Construction Completion - 1,935,493 - 1,165,802 - 2,278,612 - 2,158,331 - - - - - - 15,978 10,075,457 |
Decrease Loss on Construction Completion - 1,935,493 - 1,165,802 - 2,278,612 - 2,158,331 - - - - - - 15,978 10,075,457 |
Ending Balance - - - - 1,067,451 6,220,947 23,287,930 22,911,784 |
Contract Liabilities | Contract Liabilities | Ending Balance - - - - 1,226,209 6,459,027 26,979,360 23,664,617 |
Contract Assets - - - - - - - 1,260,739 |
Contract liability - - - - 158,758 238,080 3,691,430 2,013,572 |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Construction cost 252 2,941 3,772 12,180 19,050 699,342 20,261,116 7,412,306 |
Loss on Construction - - - - - - - 15,978 |
Beginning Balance 1,935,495 1,165,802 2,261,779 2,158,331 1,147,226 5,960,671 2,407,112 25,097,599 |
Input - - 16,833 - 78,983 498,356 24,572,248 8,642,473 |
Completion 1,935,495 1,165,802 2,278,612 2,158,331 - - - 10,075,455 |
||||||||
| F210 F360 F400 F460 F530 F600 F710 Others |
||||||||||||
$ 37,445,488 |
28,410,959 |
5,261,338 |
15,978 |
17,613,695 |
53,488,112 |
42,134,015 |
33,808,893 |
17,613,695 |
58,329,213 |
1,260,739 |
6,101,840 |
77
United Integrated Services Co., Ltd.
Statement of inventories
December 31, 2020
(Expressed in thousands of New Taiwan Dollars)
| Item Merchandise Finished goods Work in process Raw materials Total Less: Allowance for impairment |
Amount Cost Net realizable value $ 6,805 - 16,866 7,808 22,093 1,485 50,367 47,372 |
Amount Cost Net realizable value $ 6,805 - 16,866 7,808 22,093 1,485 50,367 47,372 |
Amount Cost Net realizable value $ 6,805 - 16,866 7,808 22,093 1,485 50,367 47,372 |
Note |
|---|---|---|---|---|
| Cost $ 6,805 16,866 22,093 50,367 |
||||
96,131 39,466 |
56,665 |
|||
| $ 56,665 |
Statement of prepayments
Please refer to note 6 (e).
Statement of other current assets
Please refer to note 6 (l).
78
United Integrated Services Co., Ltd.
Statement of changes in investments accounted for using the equity method
For the year ended December 31, 2020
(Expressed in thousands of New Taiwan Dollars)
| Name of investee Ablerex Electronics Co., Ltd. Wholetech System Hitech Limited JG Environmental Technology Co., Ltd Eco Energy Corporation UniMEMS Manufacturing Co., Ltd. Uuited Integrated Service (BVI) United Integrated Services Co. Ltd. ( Jiangxi) Hanxuan Energy Co. Ltd. Hunter Energy Co. Ltd. United Integrated Services (USA) Corp. United Integrated Services Co., Ltd. ( Singapore ) Total |
Beginning Balance Shares Amount 14,987 $ 490,936 9,946 193,385 3,488 54,127 6,630 99,525 2,095 - 17,698 691,732 Note 1 511,041 - - - - - - 2,040,746 Note 1 8,045 $ 2,048,791 |
Beginning Balance Shares Amount 14,987 $ 490,936 9,946 193,385 3,488 54,127 6,630 99,525 2,095 - 17,698 691,732 Note 1 511,041 - - - - - - 2,040,746 Note 1 8,045 $ 2,048,791 |
Addition Shares Amount - 14,645 - 29,720 - 6,362 - 2,340 - - - 44,284 - 178,929 15,000 150,000 9,000 90,000 2,000 57,130 573,410 - - 573,410 |
Addition Shares Amount - 14,645 - 29,720 - 6,362 - 2,340 - - - 44,284 - 178,929 15,000 150,000 9,000 90,000 2,000 57,130 573,410 - - 573,410 |
Addition Shares Amount - 14,645 - 29,720 - 6,362 - 2,340 - - - 44,284 - 178,929 15,000 150,000 9,000 90,000 2,000 57,130 573,410 - - 573,410 |
Decrease Shares Amount - 14,992 - 20,949 - 5,755 - 199 - - - - - 247,578 - 14,878 - 11,876 - 1,371 317,598 - 36,327 353,925 |
Decrease Shares Amount - 14,992 - 20,949 - 5,755 - 199 - - - - - 247,578 - 14,878 - 11,876 - 1,371 317,598 - 36,327 353,925 |
Decrease Shares Amount - 14,992 - 20,949 - 5,755 - 199 - - - - - 247,578 - 14,878 - 11,876 - 1,371 317,598 - 36,327 353,925 |
Ending Balance Percentage of ownership (%) Amount 33.30 490,589 13.61 202,156 17.01 54,734 16.57 101,666 19.49 - 100.00 736,016 75.00 442,392 100.00 135,122 100.00 78,124 100.00 55,759 2,296,558 100.00 (28,282) 2,268,276 |
Ending Balance Percentage of ownership (%) Amount 33.30 490,589 13.61 202,156 17.01 54,734 16.57 101,666 19.49 - 100.00 736,016 75.00 442,392 100.00 135,122 100.00 78,124 100.00 55,759 2,296,558 100.00 (28,282) 2,268,276 |
Ending Balance Percentage of ownership (%) Amount 33.30 490,589 13.61 202,156 17.01 54,734 16.57 101,666 19.49 - 100.00 736,016 75.00 442,392 100.00 135,122 100.00 78,124 100.00 55,759 2,296,558 100.00 (28,282) 2,268,276 |
Market Value or Net Assets Value(Note 2) Unit price Total amount 39.40 590,468 30.15 299,874 - 54,734 10.65 70,609 - - - 736,016 - 442,392 - 135,122 - 78,124 - 55,759 2,463,098 - - 2,463,098 |
Market Value or Net Assets Value(Note 2) Unit price Total amount 39.40 590,468 30.15 299,874 - 54,734 10.65 70,609 - - - 736,016 - 442,392 - 135,122 - 78,124 - 55,759 2,463,098 - - 2,463,098 |
Market Value or Net Assets Value(Note 2) Unit price Total amount 39.40 590,468 30.15 299,874 - 54,734 10.65 70,609 - - - 736,016 - 442,392 - 135,122 - 78,124 - 55,759 2,463,098 - - 2,463,098 |
Collateral | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares - - - - - - - 15,000 9,000 2,000 - |
Shares | Shares 14,987 9,946 3,488 6,630 2,095 17,698 Note 1 15,000 9,000 2,000 Note 1 |
Percentage of ownership (%) 33.30 13.61 17.01 16.57 19.49 100.00 75.00 100.00 100.00 100.00 100.00 |
Unit price 39.40 30.15 - 10.65 - - - - - - - |
||||||||||||
- - - - - - - - - - - |
None 〞 〞 〞 〞 〞 〞 〞 〞 〞 〞 |
|||||||||||||||
| 2,040,746 8,045 |
573,410 - 573,410 |
317,598 36,327 |
2,296,558 (28,282) |
2,463,098 - 2,463,098 |
||||||||||||
| $ 2,048,791 |
353,925 | 2,268,276 |
Note 1: Registered with the amount of capital contribution.
Note 2: If there is no open market price for a long-term equity investment, the net value or book value of the equity at the balance sheet date is its fair market value.
79
United Integrated Services Co., Ltd.
Statement of changes in property, plant and equipment
For the year ended December 31, 2020
(Expressed in thousands of New Taiwan Dollars)
Please refer to note 6 (i).
Statement of changes in accumulated depreciation of property, plant and equipment
Please refer to note 6 (i).
Statement of changes in intangible assets
Please refer to note 6 (k).
Statement of deferred tax assets
Please refer to note 6 (p)(ii)2).
80
United Integrated Services Co., Ltd.
Statement of other non-current assets
December 31, 2020
(Expressed in thousands of New Taiwan Dollars)
Please refer to note 6 (l).
Statement of notes payable
| Vendor Name Related Parties: AIRREX Co., Ltd. Yun - Hao Motor Technician Office Unrelated Parties: NAKOSIN Enterprise Ltd. Leader Air Condition Co., LTD. Chang Ji Clean Room Technology Ltd. Shang Dewen Construction Ltd. Other (The balance of each household is less than 5% of the balance of the subject) |
Description operating operating operating operating operating operating operating |
Amount $ 2,208 3,775 |
Note |
|---|---|---|---|
5,983 |
|||
3,277 31,594 11,375 6,560 8,063 60,869 |
|||
$ 66,852 |
81
United Integrated Services Co., Ltd.
Statement of accounts payable
December 31, 2020
(Expressed in thousands of New Taiwan Dollars)
| Vendor Name Construction Retention Payable: Related Parties: Fu-Kuo Engineering Co., Ltd. Dentsu Engineering Co., Ltd. Huayuan Engineering Co., Ltd. AIRREX Co., Ltd. Wholetech System Hitech Limited JG Environmental Technology Co., Ltd. Unrelated Parties: Time Max Enterprise Limited WE SHUNG TECHNOLOGY CORPORATION Other (The balance of each household is less than 5% of the balance of the subject) Construction Payable: Related Parties: United Integrated Service(BVI) AIRREX Co., Ltd. ABLEREX ELECTRONICS CO., LTD. Wholetech System Hitech Limited Eco Energy Corporation Unrelated Parties: FuTsu Construction Co., Ltd. Taiyo Nippon Sanso Taiwan, Inc. He Song Co., Ltd. Other (The balance of each household is less than 5% of the balance of the subject) |
Description operating operating operating operating operating operating operating operating operating operating operating operating operating operating operating operating operating |
Amount $ 5,300 3,100 2,936 12,222 13 16,961 |
Note |
|---|---|---|---|
40,532 |
|||
98,513 81,492 1,157,685 |
|||
1,337,690 |
|||
25,756 20,054 18,250 1,761 145,427 |
|||
211,248 |
|||
1,308,064 290,836 218,048 2,334,362 |
|||
| 4,151,310 | |||
$ 5,740,780 |
82
United Integrated Services Co., Ltd.
Statement of other payables- related parties
December 31, 2020
(Expressed in thousands of New Taiwan Dollars)
Please refer to note 7 (c) iv) .
Statement of provisions - current
Please refer to note 6 (m).
83
United Integrated Services Co., Ltd.
Statement of other current liabilities
December 31, 2020
(Expressed in thousands of New Taiwan Dollars)
| Item Other accrued expenses: Other payables-other Other current liabilities: |
Description Employee bonus and board compensation Business tax Salary allowance Labor and health insurance premium Other Temporary receipts Receipts under custody Tax collections Other notes payable |
Amount $ 640,768 69,390 167,969 13,029 6,981 |
Note |
|---|---|---|---|
898,137 |
|||
3,240 |
|||
2,005 1,846 2,543 389 |
|||
| 6,783 | |||
$ 908,160 |
Statement of provisions - non-current
Please refer to note 6 (o).
84
United Integrated Services Co., Ltd.
Statement of deferred tax liabilities
December 31, 2020
(Expressed in thousands of New Taiwan Dollars)
Please refer to note 6 (p) (ii) 2).
Statement of operating revenues
For the year ended December 31, 2020
| Item Construction revenue: Percentage of completion method - Completed construction revenue Percentage of completion method - Uncompleted construction revenue Subtotal Service and design revenue Sales Net operating revenues |
Quantity | Amount $ 2,513,140 31,156,249 33,669,389 82,234 118,825 $ 33,870,448 |
|---|---|---|
| - - - - |
85
United Integrated Services Co., Ltd.
Statement of operating costs
For the year ended December 31, 2020
(Expressed in thousands of New Taiwan Dollars)
| Item Construction costs: Current material Labor Construction overhead Total of construction costs Service and design costs Costs of goods sold Total operating costs |
Amount Subtotal Total $ 26,538,705 790,566 1,081,694 28,410,965 25,996 40,757 $ 28,477,718 |
Amount Subtotal Total $ 26,538,705 790,566 1,081,694 28,410,965 25,996 40,757 $ 28,477,718 |
|---|---|---|
| Subtotal $ 26,538,705 790,566 1,081,694 |
||
$ 28,477,718 |
Statement of construction overhead
| Item Components Freight Overtime pay Services expenses Other (The balance of each household is less than 5% of the balance of the subject) Total |
Description | Amount $ 191,533 75,515 71,123 155,199 588,324 |
|---|---|---|
| $ 1,081,694 |
86
United Integrated Services Co., Ltd.
Statement of selling expenses
For the year ended December 31, 2020
(Expressed in thousands of New Taiwan Dollars)
| Item Wages and salaries Depreciations Warranty expenses Overtime pay Other (The balance of each household is less than 5% of the balance of the subject) Total |
Description | Amount $ 16,647 1,693 11,218 2,294 5,364 $ 37,216 |
|---|---|---|
Statement of administrative expenses
| Item Wages and salaries Insurance expenses Other (The balance of each household is less than 5% of the balance of the subject) Total |
Description | Amount $ 733,918 61,478 107,426 $ 902,822 |
|---|---|---|
86
United Integrated Services Co., Ltd. Statement of the research and development expenses For the year ended December 31, 2020 (Expressed in thousands of New Taiwan Dollars)
| Item Wages and salaries Depreciation expenses Insurance expenses Other (The balance of each household is less than 5% of the balance of the subject) Total |
Description | Amount $ 21,219 1,686 1,688 10,130 $ 34,723 |
|---|---|---|
Statement of other gains and losses
Please refer to note 6 (u).
Statement of Labor, Depreciation and Amortization by Function
Please refer to note 12 (a).
86
Annex IV
UNITED INTEGRATED SERVICES CO., LTD. Earnings distribution table 2020
Unit: NT$
| Unit: NT$ | ||
|---|---|---|
| Item | Amount | Remarks |
| Undistributed earnings at the beginningof theperiod |
862,659,032 | |
| Add: Net profit after tax | 4,033,303,573 | |
| Add: Change in actuarial gain or loss for theperiod |
(29,822,436) | |
| Add: Share of other comprehensive gain or loss of affiliated companies recognized by the equity method |
261,458 | |
| Less: Legal reserve appropriated (10%) |
(400,374,260) | |
| Allocable earnings | 4,466,027,367 | |
| Distribution items | ||
| Cash allocable to shareholders (NT$17 per share) |
3,239,973,866 | |
| Undistributed earnings at the end of the period |
1,226,053,501 |
-
Note 1: According to the Company's earnings allocation policy, the 2020 allocable earnings shall be the priority in the allocation.
-
Note 2: The stock dividends allocable in 2020 are estimated to be 190,586,698 shares.
Chairman:
Chief Accountant:
Manager:
86
Annex V
UNITED INTEGRATED SERVICES CO., LTD.
Comparison Table of the Provisions Before and After the amendment to the “Parliamentary Rules for Shareholders' Meetings”
| Provisions | Provisions before the amendment | Provisions after the amendment | Remarks |
|---|---|---|---|
| Article 4 | The Chairman shall~~call~~the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the Chairman may ~~announce~~a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two~~postponements,~~ but the attending shareholders represent one-thirds or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Paragraph 1 of Article 175 of the Company Act. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares,the Chairman may |
The Chairman shallcallthe meeting to order at the appointed meeting time andthe number of non-voting rights and the number of shares present will be announced at the same time.However, when the attending shareholders do not represent a majority of the total number of issued shares, the Chairman mayannouncea postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements, but the attending shareholders represent one-thirds or more of the total number of issued shares, the Chairman may announce that the meeting has failed to be convened for lack of a quorum. Per theforegoing provision,if the quorum is not met after two postponements, but the attending shareholders represent one-thirds or more of the total number of issued shares,a tentative |
To enhance corporate governance and protect the interests of shareholders, Paragraph 1 is amended. Paragraphs 2 and 3 are revised as appropriate. |
86
| Provisions | Provisions before the amendment | Provisions after the amendment | Remarks |
|---|---|---|---|
| resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act. |
resolution may be adopted pursuant to Paragraph 1 of Article 175 of the Company Act;the shareholders will be notified of the tentative resolution and another shareholders'meeting will be convened within one month. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the Chairman may resubmit the tentative resolution for a vote by the shareholdersmeeting pursuant to Article 174 of the Company Act. |
86
Annex VI
UNITED INTEGRATED SERVICES CO., LTD.
The “Articles of Association” amendment made before and after
| Provisions | Provisions before the amendment | Provisions after the amendment | Remarks | |
|---|---|---|---|---|
| Article 14 | The Board of Directors shall consist of directors. A Chairman shall be elected from and among the directors upon approval of a majority of the directors presented at a meeting attended by more than two-thirds of the whole directors. The Chairman shall act on behalf of the Company externally. The duties of the Board of Directors: 1. Review the long-term business policy. 2. Approve important regulations and contracts. 3. Review the appointment and dismissal of managers. 4. Set up and abolish important branches. 5. Approve budgets and financial reports. 6. Propose to the shareholders meeting the amendment of the Articles of Association, changes in the capital stock, and the dissolution or merger of the company. 7. Propose the proposal of earnings distribution or making up for losses to the shareholders meeting. 8. Decide on other important matters. |
The Board of Directors shall consist of directors. A Chairman shall be elected from and among the directors upon approval of a majority of the directors presented at a meeting attended by more than two-thirds of the whole directors. The Chairman shall act on behalf of the Company externally. The duties of the Board of Directors: 1. Review the long-term business policy. 2. Approve important regulations and contracts. 3. Review the appointment and dismissal of managers. 4. Set up and abolish important branches. 5. Approve budgets and financial reports. 6. Propose to the shareholders meeting the amendment of the Articles of Association, changes in the capital stock, and the dissolution or merger of the company. 7. Propose the proposal of earnings distribution or making up for losses to the shareholders meeting. 8. Decide on other important matters. In order to enhance the organizational function of the Board of Directors, the Company has created the position of Vice Chairman, who shall be |
1% of the shareholders proposed an amendment in accordance with Article 172-1 of the Company Act |
86
| 86 | ||||
|---|---|---|---|---|
| Provisions | Provisions before the amendment | Provisions after the amendment | Remarks | |
| elected in accordance with Paragraph 1. | ||||
| Article 21 | The Articles of Association was enacted on August 19, 1982. 32nd amendments hereto were made on June 17, 2014. 33rd amendments hereto were made on June 16, 2015. 34th amendments hereto were made on June 14, 2016. 35th amendments hereto were made on June 22, 2017. 36th amendments hereto were made on June 12, 2018. |
The Articles of Association was enacted on August 19, 1982. 32nd amendments hereto were made on June 17, 2014. 33rd amendments hereto were made on June 16, 2015. 34th amendments hereto were made on June 14, 2016. 35th amendments hereto were made on June 22, 2017. 36th amendments hereto were made on June 12, 2018. 37th amendments hereto were made on June 19, 2019. 38th amendments hereto were made on May 28, 2021. |
Numbers and dates of additional amendments added |
86
Annex VII
List of director candidates for United Integrated Services Co., Ltd.
Nominated by the Board of Directors:
| Candidate Categories |
Candidate Name |
Shareholding | Main Education level |
Main Education level | Has or has not served three consecutive terms as an independent director/ reasons |
|---|---|---|---|---|---|
| Director | C.S. Chen | 2,902,434 shares |
Department of Telecommunications Engineering, National Chiao Tung University |
Current Director of United Integrated Services Co., Ltd. Served as Vice Director of United Integrated Services Co.,Ltd. |
Not applicable |
| Director | Benny Chen | 1,888,840 shares |
Department of Telecommunications Engineering, National Chiao Tung University |
Current Executive General Manager of United Integrated Services Co., Ltd. Served as Executive Deputy General Manager of United Integrated Services Co.,Ltd. |
Not applicable |
| Director | Joseph Lee | 0 share | Electrical Engineering from National Taipei University of Technology |
Current the Chief Technical Officer of United Integrated Services Co., Ltd. |
Not applicable |
| Director | Kuan-Ming Lin |
0 share | B.S. in Electrical Engineering, National Taiwan University |
Current Chairman of Rubytech Corporation Current Chairman of Premier Capital Management Corporation Current Chairman of Premier Venture Capital Corp. |
Not applicable |
| Director | Yu-An Chen |
61,000 shares | M.S., Institute of Transportation Engineering, National Chiao Tung University B.S., Telecommunication s Engineering, National Chiao Tung University |
Current Director of Ablerex Electronics Co., Ltd. Current Director of Z-Com, Inc. Current Director of JG Environmental Technology Co., Ltd. Current Director of Eco Energy Corporation Served as a director and |
Not applicable |
93
86
supervisor of United Integrated Services Co., Ltd. Served as Chairman of Ablerex Electronics Co., Ltd.
Nomination by shareholders holding more than 1% of the total number of issued shares
| shares | |||||
|---|---|---|---|---|---|
| Candidate Categories |
Candidate Name |
Shareholding | Main Education level |
Main Education level | Has or has not served three consecutive terms as an independent director/ reasons |
| Director | Representative of Liang Yi Investment Co., Ltd.: Chih-Ming Lai |
7,173,571 shares |
Department of Electrical Engineering, National Cheng Kung University |
Current president of ChenFull International Co., Ltd. Served as the president of Machinery Business Group of ChenFull International Co., Ltd. Served as the Head of Corporate Security Division, Taiwan Semiconductor Manufacturing Company, Limited Served as the Deputy Chief of the New Plant Planning and Engineering Division of Taiwan Semiconductor Manufacturing Company, Limited |
Not applicable |
| Director | Belle Lee | 8,825,867 shares |
Department of Economics, Chinese Culture University |
Current corporate representative of the corporate director of United Integrated Services Co., Ltd. Current vice president of Administration of United Integrated Services Co., Ltd. |
Not applicable |
| Director | Ma Wei-Xin | 0 share | Ph.D., School of Humanities, National Tsing Hua University Executive |
Current Chairman of the Board of Directors of HannsTouch Solution Incorporated Current Chairman of |
Not applicable |
94
86
| 86 | |||||
|---|---|---|---|---|---|
| MBA, Peking University B.A. in Oriental Languages, University of California, Berkeley, USA |
Jinpingguo Investment (Inc.) Current Director (served as Chairman of the Board) of HannStar Display Corporation Current Director of Winbond Electronics Corporation Current director of Walsin Lihwa Corp. Served as Chairman of Yuanta Securities Investment Trust Co.,Ltd. |
||||
| Director | Hsiao-Pang Yang |
0 share | LL.B., Soochow University Master of Laws, Fu Jen Catholic University |
Current Managing Partner of Lexcel Law Offices Served as Judge of Taipei, Banqiao and Yilan District Courts in Taiwan Served as Chairman Arbitrator and Arbitrator of Chinese Arbitration Association, Taipei Served as a member of the Executive Yuan's Technology Development Fund's “Corporate Law Revision Project” review committee |
Not applicable |
| Independe nt director |
Ting Hou | 0 share | Ph.D., Institute of Management, University of Victoria, Switzerland M.S. in Electrical Engineering, Berkeley University, California, USA B.S. in Control Engineering, National Chiao Tung University |
Current Chairman of the Board of Directors, DAVICOM Semiconductor Inc. Current independent director of United Integrated Services Co., Ltd. Current Chairman of the Alumni Association of National Chiao Tung University Current Director of the Zhuming Foundation, a medical corporation Current Director of the Yuxiu Education Foundation |
None |
| Independe | Kuo-Chi Tsai | 0 share | B.S. in | Current the Chairman of | None |
95
86
| nt director | Computing and Control, National Chiao Tung University |
Nexchip Co. Current an independent director of Wistron NeWeb Corporation Served as Chairman of AP Memory Technology Served as Chairman of Taiwan Mask Corporation Served as Vice Chairman of Powerchip Semiconductor Manufacturing Corp. |
|||
|---|---|---|---|---|---|
Nomination by shareholders holding more than 1% of the total number of issued shares
| shares | |||||
|---|---|---|---|---|---|
| Candidate Categories |
Candidate Name |
Shareholding | Main Education level |
Main Education level | Has or has not served three consecutive terms as an independen t director/ reasons |
| Independent director |
Te-Ying Liao |
4,000 shares | Master’s Degree in Accounting of Soochow University |
Current Head of Huizhong Accounting Firm Served as an honorary advisor and consultant of the Small and Medium Enterprise Administration of the Ministry of Economic Affairs Served as Vice Chairman of DurQMachineryCorp. |
None |
| Independent director |
Kun-Hsien Lin |
0 share | Department of Law, National Taiwan University |
Current Head of BN Law Firm Current serving as the eighth director of the Association for Victims Support (AVS), Ministry of Justice Current an independent director of COTA Commercial Bank, Ltd. Current an independent director of YungShin Global Holding Co., Ltd. Served as Chairman of TaichungBar Association |
None |
96
86
Annex VIII
UNITED INTEGRATED SERVICES CO., LTD. Schedule of Release of Candidates for the Directors (including Independent Directors) from Restrictions on Competitive Behavior
| Job title | Name | Part-timing company names and job titles |
|---|---|---|
| Director | C.S. Chen | Chairman of United Integrated Services Co., Ltd. (BVI), Director of Jiangxi United Integrated Services Company, Suyuan Trading (Shanghai) Company, Suzhou Hantai System Integration Company, and Hitpoint Co. Ltd., representative of the incorporated director of Ablerex Electronics Co., Ltd., supervisor of Jiangxi Construction Engineering (Group) Co., Ltd., and Director of Brainchild Electronics Co., Ltd. |
| Director | Benny Chen | The director of Jiangxi Construction Engineering (Group) Co., Ltd., the incorporated representative of the Director of Ablerex Electronics Co., Ltd., Wholetech System Hitech Limited, and Huayuan Engineering Company, and Chairman of Jiangxi United Integrated Services Company, Suyuan Trading (Shanghai) Company, Suzhou Hantai System Integration Company, Hitpoint Co. Ltd., Beijing Hanhe Tang Medical Devices Company, and United Integrated Services Company (Singapore). |
| Director | Joseph Lee | Director of Jiangxi United Integrated Services Company, Managing Director of Yunhao Electrical Engineering Office |
| Director | Yu-An Chen | Director of Ablerex Electronics Co., Ltd., Director of Z-COM, Inc., Director of JG Environmental Technology Co., Ltd., Director of Eco Energy Corporation Co., Ltd. |
| Director | Kuan-Ming Lin |
Chairman of Rubytech Corporation, Chairman of Lubi Tieke Technology (Beijing) Limited Company, Director of Dexin Corp., Director of ZIPCOM CORPORATION Corporate Representative Director of Amit Technology Corporation, Corporate Representative Director of Terawins, Inc., Corporate Representative Director of Lung Hwa Electronics Co., Ltd., Independent Director of Getac Technology Corporation. |
| Independent Director |
Ting Hou | Chairman of DAVICOM Semiconductor Inc. |
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| 86 | ||
|---|---|---|
| Independent Director |
Kuo-Chi Tsai | Chairman of Nexchip Co., Ltd. and Independent Director of Wistron NeWeb Corporation. |
| Director | Representative of Liang Yi Investment Co., Ltd.: Chih-Ming Lai |
Director and president of ChenFull International Co., Ltd. and Director of CHENFULL PRECISION CO., LTD. |
| Director | Ma Wei-Xin | Chairman of HannsTouch Solution Incorporated, Chairman of Glorystone Inc., Chairman of Jinpingguo Investment (Inc.), Chairman of Golden Apple Investment Co., Director of HannStar Display Corporation, Director of Walsin Lihwa Corp., Director of Winbond Electronics Corporation. |
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Appendix I
UNITED INTEGRATED SERVICES CO., LTD. - Parliamentary Rules for Shareholders' Meetings -
Amended on June 14, 2016 Amended on June 12, 2018 Amended on May 28, 2020
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Article 1 Unless otherwise provided in laws, the Company's shareholders' meetings shall follow the Rules
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Article 2 The shareholders referred to herein shall mean the shareholders per se and the proxies attending meetings on behalf of them.
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Article 3 The attending shareholders shall carry the attendance card with them. The shareholders' meeting shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.
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Article 4 The Chairman shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the Chairman may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made.
If the quorum is not met after two postponements, but the attending shareholders represent one-thirds or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Paragraph 1 of Article 175 of the Company Act.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the Chairman may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.
- Article 5 Where the shareholders’ meeting is assembled by the Board, the Board shall stipulate the meeting agenda. The related motions (including
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extemporary motions and amendments to the original motions) shall be subject
to the voting by poll. The shareholders’ meeting shall progress in accordance of arranged agenda, which can only be changed by the resolution of the shareholders’ meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the Board of Directors.
The Chairman may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting.
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Article 6 When a meeting is in progress, the chairperson may announce a break based on time considerations. A resolution may be adopted at a shareholders meeting to defer or resume the meeting within 5 days for the motion that could not be concluded in the meeting without the need of issuing a notice and announcement.
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Article 7 Before speaking, an attending shareholder must specify on a speaker’s slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the Chairman.
A shareholder in attendance who has submitted a speaker’s slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker’s slip, the spoken content shall prevail.
When a shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the Chairman and the shareholder that has the floor; the Chairman shall stop any violation.
- Article 8 Except with the consent of the Chairman, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 3 minutes.
If the shareholder’s speech violates the rules or exceeds the scope of the agenda item or disturbs the order of the proceeding, the Chairman may stop such act or terminate the speech discretionally or upon the request of other shareholders.
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Article 9 Where the chairperson thinks the motions brought up by shareholders are ready to vote, the chairperson may proclaim the closure of discussion and proceed to vote.
Article 10 The voting of motions shall be approved by more than 50% of the voting powers from present shareholders unless the Company Act and the Articles of Incorporation regulate otherwise.
At the time of a vote, for each proposal, the Chairman or a person designated by the Chairman shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders.
A shareholder shall be entitled to one vote for each share held, shareholders may have proxies attended the meeting on their behalf.
With the exception of a trust enterprise, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3% of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
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Article 11 The attendance and voting at the shareholders’ meeting shall be calculated in accordance with shares.
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Article 12 The place for convening a shareholders’ meeting shall be held inside the premises of the head office, or any other place convenient for presence of shareholders, and suitable for holding of the said meeting. The time for commencing the said meeting shall not be earlier than 9:00AM or later than 3:00PM.
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Article 13 If a shareholders' meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman of Board. When the Chairman is on leave or for any reason unable to exercise the powers of the chairman, the Vice Chairman shall act in place of the Chairman. If there is no Vice Chairman or the Vice Chairman also is on leave or for any reason unable to exercise the powers of the vice chairman, the Chairman shall appoint one of the directors to act as the chairperson. Where the
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chairperson does not make such a designation, the directors shall select from among themselves one person to serve as the chairperson.
If a shareholders meeting is convened by a party with power to convene but other than the Board of Directors, the convening party shall chair the meeting.
- Article 14 The Company may designate its attorney, certified public accountant, or other relevant persons to attend the meeting. Staff handling
administrative affairs of a shareholders meeting shall wear identification cards or arm bands.
- Article 15 The Company should record with audio and video devices the whole process of the shareholders’ meeting, beginning at the signing of shareholders, the process of the meeting, and casting and counting the ballots.
The recorded materials of the preceding paragraph shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
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Article 16 Where there are amendments or alternatives to single motion, the chairperson decide the voting order of such alone with original motion. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
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Article 17 When a juristic person serves as an agent to attend the shareholders’ meeting, it may only appoint one person as a representative at the meeting. When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.
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Article 18 The chairperson may reply in person or assign relevant personnel to reply after shareholders attended the shareholders’ meeting spoke.
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Article 19 The chairperson assigns the scrutinizers and tellers of the motion voting and election. The scrutinizers shall possess the shareholder identity.
The results of the voting shall be announced on-site at the meeting, and a record made of the vote.
Article 20 The chairperson shall direct picketers or security to maintain the order of the shareholders’ meeting place. When proctors (or security personnel)
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help maintain order at the meeting place, they shall wear an identification card or armband bearing the word “Proctor.”
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Article 21 Upon occurrence of the significant disasters, such as air raid warning, earthquake, and fire during the meeting, if any, the chairperson shall announce the closure or suspension of the meeting and evacuate all attendees. Upon expiration of one hour after the disaster is relieved, the chairperson shall announce the time for reopening the meeting.
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Article 22 Any matters not covered herein shall be implemented in accordance with the Company Act, other related laws & regulations, and the Company's Articles of Incorporation.
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Article 23 The Rules shall be implemented upon approval per the resolution made by a shareholders' meeting. The same shall apply where the Rules are amended.
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Appendix II
UNITED INTEGRATED SERVICES CO., LTD. - Articles of Association -
Chapter I General Provisions
Article 1 The Company is organized in accordance with the Company Act and named as UNITED INTEGRATED SERVICES CO., LTD.
The Company’s name in English is “UNITED INTEGRATED SERVICES CO., LTD.”
Article 2 The Company's business lines are stated as following:
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CB01010 Mechanical Equipment Manufacturing.
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CB01030 Pollution Controlling Equipment Manufacturing.
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CC01060 Wired Communication Mechanical Equipment Manufacturing.
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CC01070 Wireless Communication Mechanical Equipment Manufacturing.
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CC01080 Electronics Components Manufacturing.
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CC01110 Computer and Peripheral Equipment Manufacturing.
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CE01010 General Instrument Manufacturing.
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CF01011Medical Devices Manufacturing.
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E101011 Comprehensive Construction Activities.
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E103101 Environmental protection works Specialized Construction Enterprises.
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E501011 Tap Water Pipelines Contractors.
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E599010 Piping Engineering.
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E601010 Electric Appliance Construction.
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E602011 Refrigeration and Air Conditioning Engineering.
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E603040 Fire Safety Equipment Installation Engineering.
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E603050 Automatic Control Equipment Engineering.
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E603080 Traffic Signs Installation Engineering.
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E604010 Machinery Installation.
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E605010 Computer Equipment Installation.
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E701010 Telecommunications Engineering.
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E701030 Controlled Telecommunications
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Radio-Frequency Devices Installation Engineering.
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EZ05010 Instrument and Meters Installation Engineering.
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F108031 Wholesale of Medical Devices.
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F113010 Wholesale of Machinery.
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F113030 Wholesale of Precision Instruments.
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F113050 Wholesale of Computers and Clerical Machinery Equipment.
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F113070 Wholesale of Telecommunication Apparatus.
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F113090 Wholesale of Traffic Sign Equipments and Materials.
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F113100 Wholesale of Pollution Controlling Equipments.
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F117010 Wholesale of Fire Safety Equipment.
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F118010 Wholesale of Computer Software.
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F119010 Wholesale of Electronic Materials.
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F208031 Retail Sale of Medical Apparatus.
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F213040 Retail Sale of Precision Instruments.
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F218010 Retail Sale of Computer Software.
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F401021 Restrained Telecom Radio Frequency Equipments and Materials Import. (Limited to radio transmitters, radio transceivers, and radio receivers)
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I103060 Management Consulting.
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I301010 Information Software Services.
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IF01010 Fire Safety Equipment Inspection and Repair.
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IF02010 Electrical equipment detection and maintenance industry.
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IG03010 Energy Technical Services.
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J101050 Environmental Testing Services.
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J101060 Wastewater (Sewage) Treatment.
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JA02010 Electric Appliance and Electronic Products Repair.
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JE01010 Rental and Leasing.
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-
CC01101 Restrained Telecom Radio Frequency Equipments and Materials Manufacturing.
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ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 3 The Company’s head office is situated in Taipei City and, when necessary, may set up branches locally or overseas upon resolution adopted at the meeting of the Board of Directors.
Article 4 The Company shall make public announcements in the manners referred to in the Company Act and the competent authority's requirements.
Chapter 2 Shares
Article 5 The Company's authorized capital shall be in the amount of NT$3 billion, divided into 300 million shares, at a par value of NT$10 per share, to be issued in batch. The Board of Directors is authorized to issue the unissued shares in batch, if necessary.
Article 5-1 The treasury shares purchased by the Company according to law may be transferred to the employees of the controlled or subordinate company who meet certain conditions.
The Company’s employee stock warrants or restrictive shares may be available to the employees of the controlled or subordinate company who meet certain conditions.
When the Company issues stock shares, the employees of the controlled or subordinate company who meet certain conditions are entitled to subscribe shares.
Article 6 The total investment made by the Company may exceed 40% of the Company's paid-in capital, and the Company is allowed to make guarantees externally for peers.
Article 7 The stock certificates of the Company shall be nominal and issued after being signed or sealed by the directors on behalf of the Company and after being authenticated by the bank
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which is competent to certify shares under the laws pursuant to laws.
The shares issued by the Company are exempted from printing stocks, and should be registered with the centralized securities depository institutions.
Article 8 The Company shall suspend the transfer of stocks sixty days prior to the shareholders’ meeting, thirty days prior to the special shareholders’ meeting, or five days prior to the record date for the distribution of dividends, bonuses or other interests.
Chapter 3 Shareholders' meeting
Article 9 Shareholders’ meetings of the Company include the general shareholders’ meetings and special shareholders’ meetings. The general shareholders’ meetings shall be convened once a year by the Board of Directors within six months after the close of each fiscal year pursuant to laws. The special shareholders' meetings may be convened at any time pursuant to laws, whenever it is necessary.
Article 10 A shareholder who is unavailable to attend a shareholders' meeting in person may appoint a proxy to attend the shareholders' meeting on his behalf, with power of attorney expressly specifying the scope of the authorized powers. It is to be handled in accordance with the provisions of the Company Act and the “Regulations Governing the use of Proxies for Attendance at the Shareholder Meetings of Public Companies” issued by the competent authorities.
Article 11 A shareholder shall be entitled to one voting right for each share held by him/her, unless he meets any circumstances referred to in Article 179 of the Company Act.
Article 12 The resolutions of the shareholders meeting, unless otherwise regulated by law, shall be reached with the attendance of the shareholders that represent the majority of the shares issued,
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and with the consent of the attending shareholders that represent the majority of the voting rights.
Shareholders who exercise their voting rights by electronic means are deemed to be present in person, and their related matters are handled in accordance with the law.
Chapter 4 Directors, Audit Committee
Article 13 The Company shall appoint 7~10 directors including no less than 3 independent directors who shall be no less than one-fifths of the whole directors, serving the term of office for 3 years and eligible for re-election. The nomination system for candidates is adopted in the election of directors. The provisions of the nomination system are handled in accordance with the provisions of Article 192-1 of the Company Act.
Article 13-1 The board meeting of the Company shall be convened at least once a quarter, and the reasons for the convening shall be clearly stated. The directors shall be notified 7 days in advance, but in case of emergency, the board meeting can be convened at any time. The Board of Directors may notify the convention of meeting in writing or vial fax or email.
Article 14 The Board of Directors shall consist of directors. A Chairman shall be elected from and among the directors upon approval of a majority of the directors presented at a meeting attended by more than two-thirds of the whole directors. The Chairman shall act on behalf of the Company externally. The duties of the Board of Directors:
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Review the long-term business policy.
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Approve important regulations and contracts.
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Review the appointment and dismissal of managers.
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Set up and abolish important branches.
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Approve budgets and financial reports.
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Propose to the shareholders meeting the amendment of the Articles of Association, changes in the capital stock, and
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the dissolution or merger of the company.
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Propose the proposal of earnings distribution or making up for losses to the shareholders meeting.
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Decide on other important matters.
Article 15 When the Chairman asks for leave or cannot exercise his powers for any reason, his proxy shall handle the matters in accordance with Article 208 of the Company Act.
If the director is unable to attend the board meeting for any reason, he may entrust other directors to act by proxy, but the representative is limited to be entrusted by a director only.
Article 16 For the remunerations of all directors, the Board of Directors is authorized to determine it according to their participation in and contribution to the Company’s operations and by referring to the standards of the industry.
The Company may purchase liability insurance for the directors during their office term according to the liability for the responsibility range.
Article 5 The management
Article 17 The Company may have one president, and several vice presidents. The appointment, removal and remuneration thereof shall be conducted in accordance with Article 29 of Company Act.
Chapter 6 Accounting
Article 18 The Company shall, at the end of each fiscal year, have the Board of Directors had the following reports prepared and presented to the shareholders meeting for approval: (1) business report (2) financial statements (3) earnings distribution or loss compensation statement.
Article 19 If the Company retains profit at the end of year, it shall contribute 6%~10% thereof as the remuneration to employees. The remuneration may be paid in the form of stock or in cash
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subject to resolution made by the Board of Directors. The employees include those of parents or subsidiaries of the Company who meet certain specific requirements. Meanwhile, the Company may contribute no more than 2% of said profit as the remuneration to directors subject to the resolution by the Board of Directors. The remuneration to employee and directors shall be reported in the shareholders meeting.
However, when the company still has accumulated losses, it should retain an amount to make up for the loss in advance, and then appropriate remuneration to employees and directors according to the ratio stated in the preceding paragraph.
Article 19-1
The Company’s earnings, if any, should be applied to pay tax and make up for losses, and then appropriate 10% legal reserve. However, when the legal reserve is equivalent to the paid-in capital of the Company, the appropriation of legal reserve could be ceased. In addition, special reserve will be appropriated or reversed according to law and regulations. The remaining amount, if any, plus the accumulated undistributed earnings will be available for distribution according to the proposal of the Board of Directors. The distribution of dividends to the shareholders should be presented in the shareholders meeting for resolutions. Where the earnings referred to in the preceding paragraph are intended to be allocated in cash, the Board of Directors is authorized to allocate the same per special resolution and report it to a shareholders' meeting.
The Company’s dividend policy is based on current and future development plans, considering the investment environment, capital needs, and domestic and international competition, and taking into account the interests of shareholders and other factors, in order to stabilize business development and protect investors’ rights and interests. The dividends to shareholders can be in the form of cash dividend and/or stock dividend; also, the cash dividend is not less than 25% of the total
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dividend.
Article 19-2 If the Company has no loss, the earnings distribution can be resolved specifically in the shareholders meeting according to the Company Act, which is issuing stock dividend or cash dividend with the legal reserve exceeding 25% of the paid-up capital and all or part of the capital reserve in compliance with the Company Act. When cash dividend is to be distributed, the Board of Directors is authorized to have it distributed with a special resolution reached and have it reported in the shareholders meeting.
Chapter 7 Supplementary Clauses
Article 20 Any matters not covered herein shall be implemented in accordance with the Company Act.
Article 21 The Articles were enacted on August 19, 1982. 1st amendments hereto were made on September 2, 1982. 2nd amendments hereto were made on February 4, 1983. 3rd amendments hereto were made on May 18, 1984. 4th amendments hereto were made on August 12, 1985. 5th amendments hereto were made on July 1, 1986. 6th amendments hereto were made on November 7, 1986. 7th amendments hereto were made on July 31, 1987. 8th amendments hereto were made on October 23, 1987. 9th amendments hereto were made on November 6, 1987. 10th amendments hereto were made on June 29, 1988. 11th amendments hereto were made on March 2, 1990. 12th amendments hereto were made on October 18, 1990. 13th amendments hereto were made on December 18, 1990. 14th amendments hereto were made on October 30, 1991. 15th amendments hereto were made on June 4, 1994. 16th amendments hereto were made on October 29, 1994. 17th amendments hereto were made on November 10, 1994. 18th amendments hereto were made on April 11, 1995. 19th amendments hereto were made on May 10, 1997. 20th amendments hereto were made on May 11, 1998.
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21st amendments hereto were made on June 7, 1999. 22nd amendments hereto were made on May 26, 2000. 23rd amendments hereto were made on May 16, 2001. 24th amendments hereto were made on May 20, 2002. 25th amendments hereto were made on May 27, 2003. 26th amendments hereto were made on October 31, 2003. 27th amendments hereto were made on May 27, 2004. 28th amendments hereto were made on June 10, 2005. 29th amendments hereto were made on June 9, 2006. 30th amendments hereto were made on June 10, 2009. 31st amendments hereto were made on June 18, 2010. 32nd amendments hereto were made on June 17, 2014. 33rd amendments hereto were made on June 16, 2015. 34th amendments hereto were made on June 14, 2016. 35th amendments hereto were made on June 22, 2017. 36th amendments hereto were made on June 12, 2018. 37th amendments hereto were made on June 19, 2019.
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Appendix III
UNITED INTEGRATED SERVICES CO., LTD. - Method for the Election of Directors -
Enactment: April 16, 2015 Amendment: June 12, 2018
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Article 1 These Regulations are hereby established in accordance with the provisions of the Company Law and the Company's Articles of Association and all elections of directors of the Company shall be made in accordance with these Regulations.
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Article 2 The election of directors of the Company shall take into consideration the overall configuration of the Board of Directors.
The composition of the Board of Directors shall take into account diversity and shall formulate appropriate diversity policies with respect to its own operations, business model and development needs, including the following two major criteria:
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I. Basic requirements and values: Gender, age, nationality, among other things.
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II. Professional knowledge and skills: A professional background (such as law, accounting, industry, finance, marketing and technology), professional skills, and industry experience.
Members of the Board should generally possess the knowledge, skills and qualities necessary to carry out their duties and the overall competencies they should possess are as follows:
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I. Operational judgment.
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II. Accounting and financial analysis skills.
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III. Management competence.
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IV. Crisis management ability.
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V. Industrial knowledge.
VI. International market vision.
VII. Leadership.
VIII. Decision-making capacity.
The election of directors shall be conducted in accordance with the nomination system for candidates as stipulated in Article 192-1 of the Company Act.
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Article 3 The election of directors of the Company shall be by open ballot, and the name of the electors shall be replaced by the shareholder's account number.
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Article 4 For the election of directors of the Company, each share shall have the same right to vote as the number of directors to be elected and the Board of Directors shall prepare and distribute to each shareholder an election ballot equal to the number of directors to be elected and the former election ballot may be pooled for the election of one person or allocated for the election of several persons.
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Article 5 The number of directors of the Company shall be in accordance with the quotas set forth in the Company's Articles of Association. The election of directors is based on the simultaneous election of both independent and non-independent directors. The number of election rights of independent directors and non-independent directors shall be calculated respectively. The director who receives more votes will be elected as an independent director and the director who receives less votes a non-independent director. If there are two persons who have received the same number of votes and the required number of directors is exceeded, lots will be drawn by those with the same number of votes to determine. The chairman shall draw lots on behalf of those who are not present.
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Article 6 When preparing the ballot, the ballot should be numbered according to the shareholder's account number and the number of rights should be added.
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Article 7 At the beginning of the election, the chairman shall designate scrutineers
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and tellers to monitor and count the votes.
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Article 8 The ballot box will be open for public inspection by the scrutineers before the voting.
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Article 9 The elector shall fill in the name of the electee in the column of the ballot paper and may add the shareholder account number of the electee. If the electee is not a shareholder, the identification number of whom should be indicated and then put it into the ballot box. However, if a juristic person is a shareholder, the name of the juristic person or the representative of the juristic person shall be included in the column for the electee of the ballot.
Article 10 The ballot is invalid if one of the following occurs:
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I. Those who do not use the ballot papers specified in these Regulations.
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II. Those who put blank ballots into the ballot box.
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III. Those whose handwriting is blurred and illegible or whose alteration is not corrected according to the law.
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IV. The number of candidates listed on the same ballot exceeds the quota specified.
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V. Other words are written in addition to the name of the candidate, the shareholder's account number and the business administration number.
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VI. The name of the candidate is the same as that of the other shareholders and the shareholder account number or business administration number is not written for identification purposes.
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Article 11 The ballot boxes shall be opened by the scrutineers after the ballot boxes are set for the election of directors.
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Article 12 The counting of votes will be monitored by the scrutineers and the results will be announced by the chairman on the spot.
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Article 13 If the total number of shares of registered stock held by all directors in the election held at the Company's shareholders' meeting is less than the
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required number of shares, all directors other than independent directors shall make up the difference.
In the event that the total number of shares held by all directors falls below the prescribed percentage as a result of the transfer of shares or partial termination of office of a director during his or her term of office, all directors, except the independent directors, shall make up for it.
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Article 14 The Board of Directors shall issue separate notices of election to the elected directors.
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Article 15 These Regulations shall come into effect upon the approval of the shareholders' meeting and shall be amended in the same manner.
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Appendix IV
UNITED INTEGRATED SERVICES CO., LTD.
Director’s shareholdings
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I. The Company’s paid-in capital is NT$1,905,866,980 with 190,586,698 shares issued.
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II. According to Article 2 of the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratio at Public Companies,” if more than two independent directors are elected, the shareholding ratio of all directors and supervisors that is calculated proportionally will be reduced to 80%. According to the law, all directors of the Company should hold 11,435,201 shares. The Company has set up an Audit Committee, so the mandatory number of shares to be held by the supervisors is not applicable.
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III. The list of individual or aggregated shareholding of the directors recoded on the shareholder roster until the book closure date of the general shareholders’ meeting (March 30, 2021): Already satisfying the percentage required by laws.
Director’s shareholdings
March 30, 2021
| March 30, 2021 | |||
|---|---|---|---|
| Job title | Name or Title | Shareholding | Shareholding ratio(%) |
| Chairman | C.S. Chen | 2,902,434 | 1.52% |
| Director | Liang Yi Investment Co., Ltd. | 7,173,571 |
3.76% |
| Director | Benny Chen | 1,888,840 | 0.99% |
| Director | Joseph Lee | 0 | 0.00% |
| Director | Kuan-Ming Lin | 0 | 0.00% |
| Director | Yu-An Chen | 61,000 | 0.03% |
| Independent Director |
Kuo-Chi Tsai | 0 | 0.00% |
| Independent | Ting Hou | 0 | 0.00% |
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| 86 | |||
|---|---|---|---|
| Director | |||
| Independent Director |
James Kao | 0 | 0.00% |
| Shareholdings of all directors | 12,025,845 | 6.30% |
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