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VPEC Audit Report / Information 2019

Nov 1, 2019

52095_rns_2019-11-01_e2fb9a64-8786-491b-8048-0c6487223185.pdf

Audit Report / Information

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VISUAL PHOTONICS EPITAXY CO., LTD.

FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT ACCOUNTANTS DECEMBER 31, 2019 AND 2018

-----------------------------------------------------------------------------------------------------------------------------------For the convenience of readers and for information purpose only, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail.

~1~

REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of VISUAL PHOTONICS EPITAXY CO., LTD.

Opinion

We have audited the accompanying balance sheets of Visual Photonics Epitaxy Co., Ltd. as at December 31, 2019 and 2018, and the related statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of Visual Photonics Epitaxy Co., Ltd. as at December 31, 2019 and 2018, and its financial performance and its cash flows for the years then ended in accordance with the “Regulations Governing the Preparations of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgement, 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, we do not provide a separate opinion on these matters.

~2~

Key audit matters for Visual Photonics Epitaxy Co., Ltd.’s financial statements of the current period are stated as follows:

Appropriateness of cut-off of warehouse operating revenue

Description

For accounting policy of revenue recognition, please refer to Note 4(23).

The types of sale is separated into direct delivery from factory and warehouse operating revenue. The warehouse operating revenue involves shipping the goods to the warehouse in the USA or others first, then customer pick-up the goods. When the control of goods are transferred, and revenue is recognized. Visual Photonics Epitaxy Co., Ltd.’s revenue is recognized in accordance with statements provided by sales customers or online shipping system information.

Due to the multi-location of the warehouses and the different frequency of each custodian providing their statements, the revenue recognition procedure is complex and involves reconciliation of mutual payments. Visual Photonics Epitaxy Co., Ltd.’s daily transaction quantity is voluminous and the transaction amount around the balance sheet date is significant to the financial statements, therefore, we determined that the appropriateness of cut-off of warehouse operating revenue as one of the key audit matters for this fiscal year.

How our audit addressed the matter

Our key audit procedures performed in respect to the above matter included:

  1. Obtained an understanding and tested the timing of sales revenue recognition procedures between Visual Photonics Epitaxy Co., Ltd. and the customers to verify the effectiveness of the internal control for warehouse operating revenue recognition.

  2. Performed cut-off test on the transactions of warehouse operating revenue around the period of balance sheet date, including verifying the supporting documents of warehouse custodian, the movement of accounted inventory, and related records of cost of goods sold generated to evaluate the timing appropriateness of warehouse operating revenue recognition.

  3. Conducted physical inventory count observation and verified whether the physical count is reconciled with the quantity on record, tested the adjustment items prepared by management, and confirmed that the significant variances have been recorded and adjusted appropriately.

~3~

Valuation of inventory

Description

For description of accounting policy on inventory valuation, please refer to Note 4(10). For accounting estimates and assumption uncertainty in relation to inventory valuation, please refer to Note 5(2). For description of allowance for inventory valuation losses, please refer to Note 6(4).

As of December 31, 2019, Visual Photonics Epitaxy Co., Ltd.’s inventories and allowance for inventory valuation losses amounted to NT $380,333 thousand and NT $50,180 thousand, respectively.

Visual Photonics Epitaxy Co., Ltd.’s inventories are mainly optoelectronics semiconductor Epi wafer products. Since the industry involves rapidly changing technology and are affected by the communications industry, there is higher risk of incurring inventory valuation losses. Visual Photonics Epitaxy Co., Ltd.’s inventories are measured at the lower of cost and net realisable value, if the price change does not have the expected net realizable value, it may affect the net realizable value estimation result of the inventory evaluation.

Visual Photonics Epitaxy Co., Ltd.’s determination of net realisable value for obsolete or slow-moving inventories involves subjective judgement resulting in a high degree of estimation uncertainty. Considering the inventories and the allowance for inventory valuation losses are material to its financial statements, we determined that the estimates of the allowance for inventory valuation losses as one of the key audit matters for this fiscal year.

How our audit addressed the matter

Our key audit procedures performed in respect to the above matter included:

  1. Assessed the reasonableness and the consistency of provision policies on allowance for inventory valuation losses and procedures based on our understanding of Visual Photonics Epitaxy Co., Ltd.’s operation and industry, including the classification of inventory for determining net realizable value.

  2. Obtained an understanding of the Visual Photonics Epitaxy Co., Ltd.’s warehousing control procedures. Reviewed annual physical inventory count plan and participated in the annual inventory count event in order to assess the classification of obsolete inventory and effectiveness of obsolete inventory internal control.

  3. Selected samples to check the inventory clearance and historical data of inventory discount in order to evaluate the reasonableness of allowance of inventory valuation losses.

  4. Tested the appropriateness of the estimated basis that Visual Photonics Epitaxy Co., Ltd. adopted to evaluate net realizable value, selected a sample of individual inventory data like inventory selling and

~4~

accuracy of purchase price, and recalculate and evaluate the reasonableness of allowance for inventory valuation losses which were determined by management.

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 Preparations of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.

Auditor’s 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 auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ROC GAAS 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.

~5~

As part of an audit in accordance with ROC GAAS, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

  1. 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.

  2. 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.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  5. 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.

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.

~6~

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Chou, Hsiao-Tzu

[Lee, Hsiu-Ling ]

For and on behalf of PricewaterhouseCoopers, Taiwan March 19, 2020

------------------------------------------------------------------------------------------------------------------------------------------------The accompanying financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

~7~

VISUAL PHOTONICS EPITAXY CO., LTD.

BALANCE SHEETS

DECEMBER 31, 2019 AND 2018

(Expressed in thousands of New Taiwan dollars)

Assets Notes
6(1)
6(3)
6(3)
6(4)
6(2)
6(5) and 8
6(6)
6(19)
6(5)
6(10)
December31,2019
AMOUNT
%
$
874,549
20
432
-
513,599
12
1,135
-
330,153
8
65,295
1
1,785,163
41
-
-
2,529,540
59
2,706
-
2,808
-
7,841
-
11,303
-
67
-
161
-
2,554,426
59
$
4,339,589
100
December31,2018 December31,2018
AMOUNT
$
874,549
432
513,599
1,135
330,153
65,295
1,785,163
-
2,529,540
2,706
2,808
7,841
11,303
67
161
2,554,426
$
4,339,589
AMOUNT
$
617,023
281
273,279
6,909
375,310
46,868
1,319,670
-
2,572,657
-
2,028
9,484
27,439
129
655
2,612,392
$
3,932,062
%
Current assets
1100
Cash and cash equivalents
1150
Notes receivable, net
1170
Accounts receivable, net
1200
Other receivables
130X
Inventories
1410
Prepayments
11XX
Current Assets
Non-current assets
1517
Non-current financial assets at fair
value through other comprehensive
income
1600
Property, plant and equipment
1755
Right-of-use assets
1780
Intangible assets
1840
Deferred income tax assets
1915
Prepayments for business facilities
1920
Guarantee deposits paid
1975
Net defined benefit asset, non-current
15XX
Non-current assets
1XXX
Total assets
16
-
7
-
10
1
34
-
65
-
-
-
1
-
-
66
100

(Continued)

~8~

VISUAL PHOTONICS EPITAXY CO., LTD. BALANCE SHEETS DECEMBER 31, 2019 AND 2018

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity Notes
6(7)
6(14)
6(8)
6(19)
6(9) and 8
6(19)
6(11)
6(12)
6(13)
6(11)
9
11
December31,2019
December31,2018
AMOUNT
%
AMOUNT
%
$
470,000
11
$
500,000
13
6,936
-
6,633
-
303,605
7
232,688
6
245,677
6
212,432
5
74,473
2
59,209
2
1,774
-
-
-
5,266
-
5,117
-
1,107,731
26
1,016,079
26
400,000
9
380,000
10
32
-
131
-
947
-
-
-
400,979
9
380,131
10
1,508,710
35
1,396,210
36
1,849,059
43
1,849,059
47
16,691
-
107,182
3
450,724
10
411,007
10
514,405
12
410,075
10
-
- (
241,471) (
6 )
2,830,879
65
2,535,852
64
$
4,339,589
100
$
3,932,062
100
AMOUNT
$
470,000
6,936
303,605
245,677
74,473
1,774
5,266
1,107,731
400,000
32
947
400,979
1,508,710
1,849,059
16,691
450,724
514,405
-
2,830,879
$
4,339,589
Current liabilities
2100
Short-term borrowings
2130
Current contract liabilities
2170
Accounts payable
2200
Other payables
2230
Current income tax liabilities
2280
Current lease liabilities
2300
Other current liabilities
21XX
Current Liabilities
Non-current liabilities
2540
Long-term borrowings
2570
Deferred income tax liabilities
2580
Non-current lease liabilities
25XX
Non-current liabilities
2XXX
Total Liabilities
Equity attributable to owners of
parent
Share capital
3110
Ordinary shares
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3350
Unappropriated retained earnings
3500
Treasury stocks
3XXX
Total equity
Significant commitments and
contingent liabilities
Significant events after the balance
sheet date
3X2X
Total liabilities and equity

The accompanying notes are an integral part of these financial statements.

~9~

VISUAL PHOTONICS EPITAXY CO., LTD. STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(Expressed in thousands of New Taiwan dollars, except for earnings per share amount)

Items Year ended December 31
2019
2018
Notes
AMOUNT
%
AMOUNT
%
6(14)
$
2,530,909
100
$
2,062,120
100
6(4)(17)(18)
(
1,496,637 ) (
59) (
1,287,761) (
62 )
1,034,272
41
774,359
38
6(17)(18)
(
10,901 )
- (
12,145) (
1 )
(
117,763 ) (
5) (
104,895) (
5 )
(
256,598 ) (
10) (
193,413) (
9 )
12(2)
(
27 )
-
-
-
(
385,289 ) (
15) (
310,453) (
15 )
648,983
26
463,906
23
6,978
-
3,919
-
6(15)
(
19,065 ) (
1)
26,014
1
6(16)
(
8,293 )
- (
4,660)
-
(
20,380 ) (
1)
25,273
1
628,603
25
489,179
24
6(19)
(
114,278 ) (
5) (
92,009) (
5 )
$
514,325
20
$
397,170
19
6(10)
( $
583 )
-
$
801
-
6(19)
117
-
352
-
(
466 )
-
1,153
-
($
466 )
-
$
1,153
-
$
513,859
20
$
398,323
19
6(20)
$
2.79
$
2.16
6(20)
$
2.78
$
2.15
4000
Sales revenue
5000
Operating costs
5900
Net operating margin
Operating expenses
6100
Selling expenses
6200
General and administrative
expenses
6300
Research and development
expenses
6450
Impairment loss determined in
accordance with IFRS 9
6000
Total operating expenses
6900
Operating profit
Non-operating income and
expenses
7010
Other income
7020
Other gains and losses
7050
Finance costs
7000
Total non-operating income
and expenses
7900
Profit before income tax
7950
Income tax expense
8200
Profit for the year
Other comprehensive income
Components of other
comprehensive income that will
not be reclassified to profit or
loss
8311
(Losses) gains on
remeasurements of defined
benefit plans
8349
Income tax related to
components of other
comprehensive income that will
not be reclassified to profit or
loss
8310
Components of other
comprehensive income that
will not be reclassified to
profit or loss
8300
Total other comprehensive (loss)
income for the year
8500
Total comprehensive income for
the year
9750
Total basic earnings per share
9850
Total diluted earnings per
share

The accompanying notes are an integral part of these financial statements.

~10~

VISUAL PHOTONICS EPITAXY CO., LTD. STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(Expressed in thousands of New Taiwan dollars)

Notes
Year 2018
Balance at January 1, 2018
Effects on retrospective application
Balance at January 1, 2018 after
adjustments
Net income for 2018
Other comprehensive income for 2018
Total comprehensive income
Earnings appropriation
Legal reserve
6(13)
Cash dividends
6(13)
Purchase of treasury shares
Disposal of equity instruments at fair
value through other comprehensive
income
6(2)
Balance at December 31, 2018
Year 2019
Balance at January 1, 2019
Net income for 2019
Other comprehensive income for 2019
Total comprehensive income
Earnings appropriation
Legal reserve
6(13)
Cash dividends
6(12)(13)
Treasury shares reissued to employees
Balance at December 31, 2019
Notes Share capital -
commonstock
Capital surplus surplus Retained earnings earnings Unrealised gains
(losses) from
financial assets
measured at fair
value through other
comprehensive
income
Treasury stocks Totalequity
Additional paid-in
capital
Treasury stock
transactions
Legal reserve Unappropriated
retained earnings
$
1,849,059
-
1,849,059
-
-
-
-
-
-
-
$
1,849,059
$
1,849,059
-
-
-
-
-
-
$
1,849,059
$
102,682
-
102,682
-
-
-
-
-
-
-
$
102,682
$
102,682
-
-
-
-
(
92,453 )
-
$
10,229
$
4,500
-
4,500
-
-
-
-
-
-
-
$
4,500
$
4,500
-
-
-
-
-
1,962
$
6,462
$
371,572
-
371,572
-
-
-
39,435
-
-
-
$
411,007
$
411,007
-
-
-
39,717
-
-
$
450,724
$
513,342
68,773
582,115
397,170
1,153
398,323
(
39,435 )
(
462,265 )
-
(
68,663 )
$
410,075
$
410,075
514,325
(
466 )
513,859
(
39,717 )
(
369,812 )
-
$
514,405
$
-
(
68,773 )
(
68,773 )
-
-
-
-
-
-
68,773
$
-
$
-
-
-
-
-
-
-
$
-
$
-
-
-
-
-
-
-
-
(
241,471 )
-
($
241,471 )
($
241,471 )
-
-
-
-
-
241,471
$
-
$
2,841,155
-
2,841,155
397,170
1,153
398,323
-
(
462,265 )
(
241,471 )
110
$
2,535,852
$
2,535,852
514,325
(
466 )
513,859
-
(
462,265 )
243,433
$
2,830,879

The accompanying notes are an integral part of these financial statements.

~11~

VISUAL PHOTONICS EPITAXY CO., LTD. STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation expense (including right-of-use assets)

Amortization expense

Expected credit loss

Interest expense
Interest income
Gain on disposal of property, plant and equipment

Unrealized foreign exchange (gain) loss
Share-based compensation cost
Changes in operating assets and liabilities
Changes in operating assets
Notes receivable
Accounts receivable
Other receivables
Inventories
Prepayments
Changes in operating liabilities
Current contract liabilities
Accounts payable
Other payables
Other current liabilities
Other non-current liabilities
Cash inflow generated from operations
Interest received
Interest paid
Income taxes paid
Net cash flows from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposal of financial assets at fair value through
other comprehensive income

Acquisition of property, plant and equipment

Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
Increase in prepayments for business facilities
Decrease (increase) in refundable deposits
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt
(Decrease) increase in short-term borrowings
Payments of lease liabilities
Cash dividends paid

Purchase of treasury shares

Treasury shares reissued to employees

Net cash flows (used in) from financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year
Notes
2019
2018
$
628,603 $
489,179
6(5)(6)(17)
254,873
219,458
6(17)
756
669
12(2)
27
-
8,293
4,660
(
3,380 ) (
3,540 )
6(15)
- (
555 )
10,254 (
6,082 )
1,971
-
(
150 ) (
52 )
(
240,348 )
206,328
5,774 (
4,235 )
45,157 (
54,162 )
(
18,427 ) (
7,547 )
303
6,633
70,917 (
4,408 )
32,751
9,432
149 (
4,876 )
(
89 )
7
797,434
850,909
3,380
3,540
(
8,293 ) (
4,660 )
(
97,353 ) (
72,717 )
695,168
777,072
6(2)
-
110
6(22)
(
127,974 ) (
1,242,001 )
-
555
(
1,536 ) (
894 )
(
65,443 ) (
27,404 )
62 (
62 )
(
194,891 ) (
1,269,696 )
20,000
380,000
(
30,000 )
500,000
(
1,694 )
-
6(12)(13)
(
462,265 ) (
462,265 )
6(11)
- (
241,471 )
6(11)
241,462
-
(
232,497 )
176,264
(
10,254 )
6,082
257,526 (
310,278 )
6(1)
617,023
927,301
6(1)
$
874,549 $
617,023

The accompanying notes are an integral part of these financial statements.

~12~

VISUAL PHOTONICS EPITAXY CO., LTD. NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

1. History and Organization

Visual Photonics Epitaxy Co., Ltd. (the “Company”) was incorporated in November 1996. The Company is primarily engaged in research & development, manufacture and sales of optoelectronic semiconductors epitaxy, optoelectronic components products and etc. On January 24, 2002, the Company’s common stock was officially listed on the Taiwan Stock Exchange Corporation.

  1. The Date of Authorisation for Issuance of the Financial Statements and Procedures for Authorisation

  2. These financial statements were authorised for issuance by the Board of Directors on March 19, 2020.

3. Application of New Standards, Amendments and Interpretations

  • (1) Effect of the adoption of new issuances of or amendments to International Financial Reporting

Standards (“IFRS”) as endorsed by the Financial Supervisory Commission (“FSC”)

New standards, interpretations and amendments issued by FSC effective from 2019 are as follows:

==> picture [475 x 50] intentionally omitted <==

----- Start of picture text -----

Effective date by
International Accounting
New Standards, Interpretations and Amendments Standards Board
----- End of picture text -----

New standards, interpretations and amendments issued by FSC effective
New Standards, Interpretations and Amendments
from 2019 are as follows:
Effective date by
International Accounting
Standards Board
Amendments to IFRS 9, ‘Prepayment features with negative January 1, 2019
compensation’
IFRS 16, ‘Leases’ January 1, 2019
Amendments to IAS 19, ‘Plan amendment, curtailment or settlement’ January 1, 2019
Amendments to IAS 28, ‘Long-term interests in associates and joint January 1, 2019
ventures’
IFRIC 23, ‘Uncertainty over income tax treatments’ January 1, 2019
Annual improvements to IFRSs 2015-2017 cycle January 1, 2019

Except for the following, the above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment. IFRS 16, ‘Leases’

  • A. IFRS 16, ‘Leases’, replaces IAS 17, ‘Leases’ and related interpretations and SICs. The standard requires lessees to recognise a 'right-of-use asset' and a lease liability (except for those leases with terms of 12 months or less and leases of low-value assets). The accounting stays the same for lessors, which is to classify their leases as either finance leases or operating leases and account for those two types of leases differently. IFRS 16 only requires enhanced disclosures to be provided by lessors.

  • B. The Company has elected to apply IFRS 16 by not restating the comparative information (referred herein as the ‘modified retrospective approach’) when applying “IFRSs” effective in 2019 as endorsed by the FSC. Accordingly, the Company increased both ‘right-of-use’ and ‘lease liability’

~13~

by $2,258 with respect to the lease contracts of lessees on January 1, 2019.

  • C. The Company has used the following practical expedients permitted by the standard at the date of initial application of IFRS 16:

  • (a) Reassessment as to whether a contract is, or contains, a lease is not required, instead, the application of IFRS 16 depends on whether or not the contracts were previously identified as leases applying IAS 17 and IFRIC 4.

  • (b) The use of a single discount rate to a portfolio of leases with reasonably similar characteristics.

  • (c) The accounting for operating leases whose period will end before December 31, 2019 as shortterm leases and accordingly, rent expense of $727 was recognised in 2019.

  • (d) The exclusion of initial direct costs for the measurement of ‘right-of-use asset’.

  • (e) The use of hindsight in determining the lease term where the contract contains options to extend or terminate the lease.

  • (f) The adjustment of the ‘right-of-use asset’ by the amount of any provision for onerous leases.

  • D. The Company calculated the present value of lease liabilities by using weighted average incremental borrowing interest rate of 1.09%.

  • E. The Company recognised lease liabilities which had previously been classified as ‘operating leases’ under the principles of IAS 17, ‘Leases’. The reconciliation between operating lease commitments under IAS 17 measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate and lease liabilities recognised as of January 1, 2019 is as follows:

January 1, 2019 is as follows:
Operating lease commitments disclosed by applying IAS 17 as at $ 2,810
December 31, 2018
Less: Short-term leases ( 524)
Total lease contracts amount recognised as lease liabilities by applying
IFRS 16 on January 1, 2019 $ 2,286
Incremental borrowing interest rate at the date of initial application 1.09%
Lease liabilities recognised as at January 1, 2019 by applying IFRS 16 $ 2,258

(2) Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by

the Company

New standards, interpretations and amendments endorsed by the FSC effective from 2020 are as follows:

the Company
New standards, interpretations and amendments endorsed by the FSC
follows:
effective from 2020 are
New Standards,Interpretations and Amendments Effective date by
International Accounting
Standards Board
Amendment to IAS 1 and IAS 8, ‘Disclosure Initiative-Definition of
Material’
Amendments to IFRS 3, ‘Definition of a business’
January 1, 2020
January 1, 2020
~14~

Effective date by International Accounting New Standards, Interpretations and Amendments Standards Board Amendments to IFRS 9, IAS 39 and IFRS 7, ‘Interest rate benchmark January 1, 2020 reform’

The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.

(3) IFRSs issued by IASB but not yet endorsed by the FSC

New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs as endorsed by the FSC are as follows:

International Accounting New Standards, Interpretations and Amendments Standards Board Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets between To be determined by an investor and its associate or joint venture’ International Accounting Standards IFRS 17, ‘Insurance contracts’ January 1, 2021 Amendments to IAS 1, ‘Classification of liabilities as current or non-current’ January 1, 2022

The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.

4. Summary of Significant Accounting Policies

The principal accounting policies applied in the preparation of these financial statements are set out

below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

(1) Compliance statement

The financial statements of the Group have been prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC (collectively referred herein as the “IFRSs”).

(2) Basis of preparation

  • A. Except for the following items, the financial statements have been prepared under the historical cost convention:

  • (a) Financial assets at fair value through other comprehensive income.

  • (b) Defined benefit assets and liabilities recognised based on the net amount of pension fund assets less present value of defined benefit obligation.

  • B. The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements

~15~

are disclosed in Note 5.

(3) Foreign currency translation

  • Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the Company operates (the “functional currency”). The financial statements are presented in New Taiwan Dollars, which is the Company’s functional and presentation currency.

Foreign currency transactions and balances

  • A. Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognised in profit or loss in the period in which they arise.

  • B. Monetary assets and liabilities denominated in foreign currencies at the period end are retranslated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognised in profit or loss.

  • C. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are retranslated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in other comprehensive income. However, non-monetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.

  • D. All foreign exchange gains and losses are presented in the statement of comprehensive income within ‘other gains and losses’.

(4) Classification of current and non-current items

  • A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:

  • (a) Assets arising from operating activities that are expected to be realised, or are intended to be sold or consumed within the normal operating cycle;

  • (b) Assets held mainly for trading purposes;

  • (c) Assets that are expected to be realised within twelve months from the balance sheet date;

  • (d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to pay off liabilities more than twelve months after the balance sheet date.

  • B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:

  • (a) Liabilities that are expected to be settled within the normal operating cycle;

  • (b) Liabilities arising mainly from trading activities;

~16~
  • (c) Liabilities that are to be settled within twelve months from the balance sheet date;

  • (d) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

  • (5) Cash equivalents

Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.

  • (6) Financial assets at fair value through other comprehensive income

  • A. Financial assets at fair value through other comprehensive income comprise equity securities which are not held for trading, and for which the Company has made an irrevocable election at initial recognition to recognise changes in fair value in other comprehensive income.

  • B. On a regular way purchase or sale basis, financial assets at fair value through other comprehensive income are recognised and derecognised using trade date accounting.

  • C. At initial recognition, the Company measures the financial assets at fair value plus transaction costs. The Company subsequently measures the financial assets at fair value:

    • The changes in fair value of equity investments that were recognised in other comprehensive income are reclassified to retained earnings and are not reclassified to profit or loss following the derecognition of the investment. Dividends are recognised as revenue when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Company and the amount of the dividend can be measured reliably.
  • (7) Accounts and notes receivable

  • A. Accounts receivable entitle the Company a legal right to receive consideration in exchange for transferred goods or rendered services.

  • B. The short-term accounts receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

(8) Impairment of financial assets

  • For financial assets at amortised cost, at each reporting date, the Company recognises the impairment provision for 12 months expected credit losses if there has not been a significant increase in credit risk since initial recognition or recognises the impairment provision for the lifetime expected credit losses (ECLs) if such credit risk has increased since initial recognition after taking into consideration all reasonable and verifiable information that includes forecasts. On the other hand, for accounts receivable or contract assets that do not contain a significant financing component, the Company recognises the impairment provision for lifetime ECLs.

(9) Derecognition of financial assets

The Company derecognises a financial asset when the contractual rights to receive the cash flows

~17~

from the financial asset expire.

  • (10) Inventories

  • Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted-average method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads (allocated based on normal operating capacity). It excludes borrowing costs. The item by item approach is used in applying the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and applicable variable selling expenses.

(11) Property, plant and equipment

  • A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalised.

  • B. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

  • C. Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Each part of an item of property, plant, and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.

  • D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change. The estimated useful lives of property, plant and equipment are as follows:

    • Buildings and structures 50 60 years

    • Machinery and equipment 3 15 years

    • Office equipment 3 10 years

    • Other equipment 3 15 years

  • (12) Leasing arrangements (lessee) - right-of-use assets / lease liabilities

Effective 2019

  • A. Leases are recognised as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Company. For short-term leases or leases of low-value assets, lease payments are recognised as an expense on a straight-line basis over the lease term.
~18~
  • B. Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the incremental borrowing interest rate. Lease payments are comprised of the following:

  • (a) Fixed payments, less any lease incentives receivable;

  • (b) Variable lease payments that depend on an index or a rate;

  • (c) Amounts expected to be payable by the lessee under residual value guarantees;

  • (d) The exercise price of a purchase option, if the lessee is reasonably certain to exercise that option; and

  • (e) Payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.

The Company subsequently measures the lease liability at amortised cost using the interest method and recognises interest expense over the lease term. The lease liability is remeasured and the amount of remeasurement is recognised as an adjustment to the right-of-use asset when there are changes in the lease term or lease payments and such changes do not arise from contract modifications.

  • C. At the commencement date, the right-of-use asset is stated at cost comprising the following:

  • (a) The amount of the initial measurement of lease liability;

  • (b) Any lease payments made at or before the commencement date;

  • (c) Any initial direct costs incurred by the lessee; and

  • (d) An estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease.

The right-of-use asset is measured subsequently using the cost model and is depreciated from the commencement date to the earlier of the end of the asset’s useful life or the end of the lease term. When the lease liability is remeasured, the amount of remeasurement is recognised as an adjustment to the right-of-use asset.

(13) Leased assets/operating leases (lessee)

Prior to 2019

Payments made under an operating lease (net of any incentives received from the lessor) are recognised in profit or loss on a straight-line basis over the lease term.

(14) Intangible assets

Intangible assets, mainly patent and computer software, are recognised at cost and amortised on a straight-line basis over their estimated useful lives of 3 ~ 5 years.

(15) Impairment of non-financial assets

The Company assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. When the circumstances or reasons

~19~

for recognizing impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortised historical cost would have been if the impairment had not been recognised.

  • (16) Borrowings

Borrowings comprise long-term and short-term bank borrowings. Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.

(17) Notes and accounts payable

  • A. Accounts payable are liabilities for purchases of goods or services and notes payable are those resulting from operating and non-operating activities.

  • B. The short-term notes and accounts payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

(18) Derecognition of financial liabilities

A financial liability is derecognised when the obligation specified in the contract is either discharged or cancelled or expires.

(19) Employee benefits

  • A. Short-term employee benefits

Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognised as expense in that period when the employees render service.

  • B. Pensions

  • (a) Defined contribution plans

For defined contribution plans, the contributions are recognised as pension expense when they are due on an accrual basis. Prepaid contributions are recognised as an asset to the extent of a cash refund or a reduction in the future payments.

  • (b) Defined benefit plans

  • i. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Company in current period or prior periods. The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The net defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest rates of government bonds (at the balance sheet date) of a currency and term consistent with the currency and term of the employment benefit obligations.

~20~
     - ii. Remeasurements arising on defined benefit plans are recognised in other comprehensive income in the period in which they arise and are recorded as retained earnings.

     - iii. Past service costs are recognised immediately in profit or loss.
  • C. Termination benefits

    • Termination benefits are employee benefits provided in exchange for the termination of employment as a result from either the Company’s decision to terminate an employee’s employment before the normal retirement date, or an employee’s decision to accept an offer of redundancy benefits in exchange for the termination of employment. The Company recognises expense as it can no longer withdraw an offer of termination benefits or it recognises relating restructuring costs, whichever is earlier. Benefits that are expected to be due more than 12 months after balance sheet date shall be discounted to their present value.
  • D. Employees’ compensation and directors’ remuneration

    • Employees’ compensation and directors’ remuneration are recognised as expense and liability, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates. If employee compensation is paid by shares, the Company calculates the number of shares based on the closing price at the previous day of the board meeting resolution.
  • (20) Income tax

  • A. The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or items recognised directly in equity, in which cases the tax is recognised in other comprehensive income or equity.

  • B. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities.

  • C. Deferred tax is recognised, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the balance sheet. However, the deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

  • D. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. At each balance sheet date, unrecognised and recognised deferred tax assets are reassessed.

~21~
  • E. Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. Deferred tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realise the asset and settle the liability simultaneously.

  • (21) Share capital

  • A. Ordinary shares are classified as equity.

  • B. Where the Company repurchases the Company’s equity share capital that has been issued, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company’s equity holders. Where such shares are subsequently reissued, the difference between their book value and any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company’s equity holders.

(22) Dividends

Dividends are recorded in the Company’s financial statements in the period in which they are approved by the Company’s shareholders. Cash dividends are recorded as liabilities; stock dividends are recorded as stock dividends to be distributed and are reclassified to ordinary shares on the effective date of new shares issuance.

  • (23) Revenue recognition

Sales of goods

  • A. The Company manufactures and sells optoelectronic semi-conductors epitaxy, component and etc. Sales are recognised 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, or the Company has objective evidence that all criteria for acceptance have been satisfied.

  • B. Sales revenue is recognised based on the price specified in the contract, net of the business tax, sales return and discounts. Revenue is only recognised to the extent that it is highly probable that a significant reversal will not occur. The estimation is subject to an assessment at each reporting date. No element of financing is deemed present as the sales are made with a credit term of 30 to 90 days after control of goods are transferred, which is consistent with market practice.

  • C. A receivable is recognised when the control of goods are transferred as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.

~22~

(24) Operating segments

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The Company’s chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors that makes strategic decisions.

5. Critical Accounting Judgements, Estimates and Key Sources of Assumption Uncertainty

The preparation of these financial statements requires management to make critical judgements in applying the Company’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year; and the related information is addressed below:

(1) Critical judgements in applying the Company’s accounting policies

None.

(2) Critical accounting estimates and assumptions

  • Evaluation of inventories

As inventories are stated at the lower of cost and net realisable value, the Company must determine the net realisable value of inventories on balance sheet date using judgements and estimates. Due to the rapid technology innovation, the Company evaluates the amounts of normal inventory consumption, obsolete inventories or inventories without market selling value on balance sheet date, and writes down the cost of inventories to the net realisable value. Such an evaluation of inventories is principally based on the demand for the products within the specified period in the future. Therefore, there might be material changes to the evaluation.

As of December 31, 2019, the carrying amount of inventories was $330,153.

6. Details of Significant Accounts

(1) Cash and cash equivalents

tails of Significant Accounts
Cash and cash equivalents
Cash on hand and revolving funds
Checking accounts and demand deposits
Time deposits
December 31,2019
335
$ 498,374
375,840
874,549
$
December 31, 2018
318
$ 463,990
152,715
617,023
$
  • A. The Company transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.

  • B. The Company has no cash and cash equivalents pledged to others.

~23~
  • (2) Financial assets at fair value through other comprehensive income

  • (No such transaction was recorded as at December 31, 2019)

  • A. Aiming to adjust the stock position, the Company sold $110 of unlisted stocks at fair value and resulted in cumulative gains on disposal amounting to $110 during the year ended December 31, 2018.

  • B. Amounts recognized in retained earnings in relation to disposal of the financial assets at fair value through other comprehensive income was $68,773.

  • (3) Financial assets at fair value through other comprehensive income

Items
Notes receivable
December 31,2019
432
$
December 31,2019
432
$
December 31,2019
432
$
December
$
December
$
31,2018
281
Accounts receivable $ 514,179
$ 273,859
Less: Allowance for uncollectible accounts ( 580)
( 580)
$ 513,599
$ 273,279
A. The ageing analysis of accounts receivable and notes receivable are as follows:
Accounts receivable December 31,2019 December 31,2018
Not past due $ 397,074
$ 245,450
Up to 60 days 85,625 25,744
61 to 90 days 7,921 2,504
91 to 180 days 21,753 161
Over 180 days 1,806 -
$ 514,179
$ 273,859
Notes receivable December 31,2019 December 31,2018
Not past due $ 432 $ 281

The above ageing analysis was based on past due date.

  • B. The Company does not hold any collateral as security.

  • C. As of December 31, 2019 and 2018, accounts receivable and notes receivable were all from contracts with customers. And as of January 1, 2018, the balance of receivables from contracts with customers amounted to $480,415.

  • D. Information relating to credit risk is provided in Note 12(2).

~24~

(4) Inventories

Inventories
Raw materials
Work in progress
Finished goods
Total
Raw materials
Work in progress
Finished goods
Total
Allowance for
Cost
valuation loss
163,129
$ 4,728)
($ 40,510

430)
(
176,694

45,022)
(
380,333
$
50,180)
($ Allowance for
Cost
valuation loss
156,772
$ 4,728)
($ 29,708
430)
(
239,509
45,521)
(
425,989
$ 50,679)
($ December 31,2019
December 31,2018
Book value
158,401
$ 40,080
131,672
330,153
$ Book value
152,044
$ 29,278
193,988
375,310
$

The cost of inventories recognised as expense for the period:

For the years ended For the years ended December 31,
2019 2018
Cost of goods sold $ 1,496,637
$ 1,284,561
Scrap loss 499 -
(Gain on reversal of) loss on decline in market value ( 499)
3,200
$ 1,496,637
$ 1,287,761

The gain on reversal of decline in market value arose from partially scrapping of slow-moving finished goods for the year ended December 31, 2019.

~25~

(5) Property, plant and equipment

2019

2019 2019
At January 1, 2019
Cost
Accumulated depreciation
2019
January 1
Additions
Reclassifications
Depreciation charge
December 31
At December 31, 2019
Cost
Accumulated depreciation
At January 1, 2018
Cost
Accumulated depreciation
2018
January 1
Additions
Reclassifications
Depreciation charge
December 31
At December 31, 2018
Cost
Accumulated depreciation
Buildings and
Land
structures
Machinery
141,004
$ 1,040,600
$ 2,678,541
$ -
574,508)
(
1,849,311)
(

141,004
$ 466,092
$ 829,230
$
141,004
$ 466,092
$ 829,230
$ -

30,716
85,162
-
158,902
962,679
-
53,619)
(
189,596)
(

141,004
$ 602,091
$ 1,687,475
$ 141,004
$ 1,229,493
$ 3,718,928
$ -
627,402)
(
2,031,453)
(

141,004
$ 602,091
$ 1,687,475
$
Unfinished construction
Office
and equipment under
equipment
acceptance
21,201
$ 1,105,451
$ 20,560)
(
-


641
$ 1,105,451
$
641
$ 1,105,451
$ -
4,172

-
1,082,125)
(
252)
(
-

389
$ 27,498
$ 21,201
$ 27,498
$ 20,812)
(
-

389
$ 27,498
$ 2018
Others
Total
172,229
$ 5,159,026
$ 141,990)
(
2,586,369)
(
30,239
$ 2,572,657
$ 30,239
$ 2,572,657
$ 8,418
128,468
42,123
81,579
9,697)
(
253,164)
(
71,083
$ 2,529,540
$ 222,770
$ 5,360,894
$ 151,687)
(
2,831,354)
(
71,083
$ 2,529,540
$
2,529,540
$
5,360,894
$ 2,831,354)
(
2,529,540
$
Land
141,004
$ -

141,004
$ 141,004
$ -
-
-

141,004
$ 141,004
$ -

141,004
$
Buildings and
structures
898,826
$ 529,938)
(

368,888
$ 368,888
$ 103,568
38,206
44,570)
(

466,092
$ 1,040,600
$ 574,508)
(

466,092
$
Machinery
2,579,117
$ 1,689,909)
(

889,208
$ 889,208
$ 104,577
2,285
166,840)
(

829,230
$ 2,678,541
$ 1,849,311)
(

829,230
$
Office
equipment
20,722
$ 20,458)
(
264
$ 264
$ 616
-
239)
(
641
$ 21,201
$ 20,560)
(
641
$
Unfinished construction
and equipment under
acceptance
-
$ -

-
$ -
$ 1,011,107
94,344
-

1,105,451
$ 1,105,451
$ -

1,105,451
$
Others
155,278
$ 134,263)
(

21,015
$ 21,015
$ 17,033
-
7,809)
(

30,239
$ 172,229
$ 141,990)
(

30,239
$
Total
3,794,947
$ 2,374,568)
(
1,420,379
$
1,420,379
$ 1,236,901
134,835
219,458)
(
2,572,657
$
5,159,026
$ 2,586,369)
(
2,572,657
$
  • A. The significant components of buildings include main plants, which are depreciated over 50 and 60 years, respectively.

  • B. Information about the property, plant and equipment that were pledged to others as collaterals is provided in Note 8.

  • C. For the requirement of production and operation, the Company has successively entered into equipment purchase contracts starting from 2017. As of December 31, 2019 and 2018, the amounts of partial payment for undelivered equipment were $11,303 and $27,439 (shown as ‘prepayments for business facilities’).

~26~

(6) Leasing arrangements lessee

Effective 2019

  • A. The Company leases various assets including business vehicles. Rental contracts are typically made for periods of 1 to 3 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose covenants, but leased assets may not be used as security for borrowing purposes.

  • B. The carrying amount of right-of-use assets and the depreciation charge are as follows:

Transportation equipment (Business vehicles) At December 31, 2019
Carryingamount
2,706
$
For the year ended
December 31, 2019
Depreciation charge
1,709
$
  • C. The Company increased right-of-use asset by $2,157 for the year ended December 31, 2019.

  • D. The information on profit and loss accounts relating to lease contracts is as follows:

The information on profit and loss accounts relating to lease contracts is as follows:
December 31, 2019
Items affecting profit or loss
Interest expense on lease liabilities $ 38
Expense on short-term lease contracts 727
  • E. For the year ended December 31, 2019, the Company’s total cash outflow for leases were $2,459.

  • (7) Short-term borrowings

Short-term borrowings
Type of borrowings
Bank unsecured borrowings
Interest rate range
December 31,2019
470,000
$ 0.88%~0.909%
December 31,2018
500,000
$
0.88%~0.90%

The Company did not provide any collateral for the abovementioned borrowings.

  • (8) Other payables
Other payables
Wages, salaries and bonus payable
Payables on machinery and equipment
Other
December 31,2019
202,070
$ 30,462
13,145
245,677
$
December 31,2018
167,916
$ 29,968
14,548
212,432
$
~27~

- (9) Long term borrowings

Long-term borrowings
Type of borrowings Borrowing period
and repayment term
Interest rate
range
Collateral
Land,
Building and
Machinery
Collateral
Land,
Building and
Machinery
December 31,2019
Long-term bank borrowings
Secured borrowings
Less: Current portion
Type of borrowings
Borrowing period is
from June 21, 2018 to
June 21, 2023 ; interest
is repayable monthly.
Borrowing period
and repayment term
1.1228%~
1.1230%
Interest rate
range
400,000
$ -
400,000
$
December 31, 2018
Long-term bank borrowings
Secured borrowings
Less: Current portion
Borrowing period is
from June 21, 2018 to
June 21, 2023 ; interest
is repayable monthly.
1.0907%~
1.0929%
380,000
$ -
380,000
$

(10) Pensions

  • A. (a) The Company has a defined benefit pension plan in accordance with the Labor Standards Law, covering all regular employees’ service years prior to the enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Law. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The Company contributes monthly an amount equal to 2% of the employees’ monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee. Also, the Company would assess the balance in the aforementioned labor pension reserve account by the end of December 31, every year. If the account balance is insufficient to pay the pension calculated by the aforementioned method to the employees expected to qualify for retirement in the following year, the Company will make contributions for the deficit by next March.
~28~

(b) The amounts recognised in the balance sheet are as follows:

(c) Movements in net defined benefit liabilities are as follows:
December
Present value of defined benefit obligations
($ Fair value of plan assets
Net defined benefit liability
$ Present value of
defined benefit
obligations
Year ended December 31, 2019
Balance at January 1
57)
($ Interest (expense) income
-
Settlement profit or loss
1)
(
58)
(
Remeasurements:
Return on plan assets (excluding amounts
included in interest income or expense)
-
Change in financial assumptions
64)
(
Experience adjustments
536)
(
600)
(
Pension fund contribution
-
Balance at December 31
658)
($ Present value of
defined benefit
obligations
Year ended December 31, 2018
Balance at January 1
372)
($ Interest (expense) income
79)
(
Settlement profit or loss
6)
(
457)
(
Remeasurements:
Return on plan assets (excluding amounts
included in interest income or expense)
-
Change in financial assumptions
4)
(
Experience adjustments
404
400
Pension fund contribution
-
Balance at December 31
57)
($
December 31,2019
December 31,2018
658)

57)
($ 819
712
161
655
$ Fair value of
Net defined
plan assets
benefit liability
712
$ 655
$ -
-
9
8

721
663
17
17
-
64)
(
-
536)
(
17
583)
(
81

81
819
$ 161
$ Fair value of
Net defined
plan assets
benefit liability
233
$ 139)
($ -
79)
(
4
2)
(
237
220)
(
401
401
-
4)
(
-
404
401
801
74
74
712
$ 655
$
~29~
  • (d) The Bank of Taiwan was commissioned to manage the Fund of the Company’s and domestic subsidiaries’ defined benefit pension plan in accordance with the Fund’s annual investment and utilisation plan and the “Regulations for Revenues, Expenditures, Safeguard and Utilisation of the Labor Retirement Fund” (Article 6: The scope of utilisation for the Fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter, or private placement equity securities, investment in domestic or foreign real estate securitization products, etc.). With regard to the utilisation of the Fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. If the earnings is less than aforementioned rates, government shall make payment for the deficit after being authorised by the Regulator. The Company and domestic subsidiaries have no right to participate in managing and operating that fund and hence the Company and domestic subsidiaries are unable to disclose the classification of plan assets fair value in accordance with IAS 19 paragraph 142. The composition of fair value of plan assets as of December 31, 2019 and 2018 is given in the Annual Labor Retirement Fund Utilisation Report announced by the government.

  • (e) The principal actuarial assumptions used were as follows:

Discount rate
Future salary increases
For the years ended December 31, For the years ended December 31,
2019
0.90%
2.75%
2018
1.30%
2.75%

Future mortality rate was estimated based on the 5th Taiwan Standard Ordinary Experience Mortality Table.

Because the main actuarial assumption changed, the present value of defined benefit obligation is affected. The analysis was as follows:

Increase
Decrease
0.25%
0.25%
December 31, 2019
Effect on present value of
defined benefit obligation
41)
($ 44
$ December 31, 2018
Effect on present value of
defined benefit obligation
4)
($ 4
$ Discount rate
Future salary

The sensitivity analysis above is based on one assumption which changed while the other conditions remain unchanged. In practice, more than one assumption may change all at once.

~30~

The method of analysing sensitivity and the method of calculating net pension liability in the balance sheet are the same.

The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the previous period.

  • (f) Expected contributions to the defined benefit pension plans of the Company for the year ending December 31, 2020 amounts to $42.

  • (g) As of December 31, 2019, the weighted average duration of the retirement plan is 26 years. The analysis of timing of the future pension payment was as follows:

Within 1 year $ -
1-2 year(s) -
2-5 years -
Over 5 years 830
$ 830
  • B. (a) Effective July 1, 2005, the Company has established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company contributes monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment.

    • (b) The pension costs under defined contribution pension plans of the Company for the years ended December 31, 2019 and 2018 were $8,103 and $7,628, respectively.
  • (11) Share capital/Treasury shares

  • A. As of December 31, 2019, the Company’s authorised capital was $2,600,000, consisting of 260,000 thousand shares of ordinary stock (including 15,000 thousand shares reserved for employee stock options), and the paid-in capital was $1,849,059 with a par value of $10 (in dollars) per share. All proceeds from shares issued have been collected. Movements in the number of the company’s ordinary shares outstanding are as follow:

At January 1
Treasury shares reissued to employees
Shares reacquisition (treasury shares)
At December 31
2019
2018
181,042
$ 184,906
$ 3,864
-
-
3,864)
(
184,906
$ 181,042
$

B. Treasury shares

  • (a) Reason for share reacquisition and movements in the number of the Company’s treasury shares are as follows:

(No such transaction was recorded as at December 31, 2019)

~31~

December 31, 2018 Name of company Number of shares holding the shares Reason for reacquisition (In thousands) Carrying amount The Company To be reissued to employees 3,864 $ 241,471

  - (b) Pursuant to the R.O.C. Securities and Exchange Act, the number of shares bought back as treasury share should not exceed 10% of the number of the Company’s issued and outstanding shares and the amount bought back should not exceed the sum of retained earnings, paid-in capital in excess of par value and realised capital surplus.

  - (c) Pursuant to the R.O.C. Securities and Exchange Act, treasury shares should not be pledged as collateral and is not entitled to dividends before it is reissued.

  - (d) Pursuant to the R.O.C. Securities and Exchange Act, treasury shares should be reissued to the employees within three years from the reacquisition date and shares not reissued within the three-year period are to be retired. Treasury shares to enhance the Company’s credit rating and the stockholders’ equity should be retired within six months of acquisition.
  • (12) Capital surplus

  • A. Pursuant to the R.O.C. Company Act, capital surplus arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. However, capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.

  • B. On June 12, 2019, the Stockholders resolved that the Company shall distribute cash dividend of $0.5 (in dollars) per share from the capital surplus arising from paid-in capital in excess of par value on issuance of common stocks amounting to $92,453.

(13) Retained earnings

  • A. Under the Company’s Articles of Incorporation, the current year’s earnings, if any, shall first be used to pay all taxes and offset prior years’ operating losses and then 10% of the remaining amount shall be set aside as legal reserve unless existing legal reserve exceeds or is equal to issued share capital. Special reserve is set aside or reversed in accordance with related laws or regulations.

  • B. The Company’s dividend policy is summarised below: as the Company operates in a growth stage and future expansion plans are expected in the future years, the earnings dividend policy considers fostering of competitiveness, capital needs in future years and expansion of share capital. For stable growth of earnings per share, dividends are adjusted based on performance, and cash dividends shall account for at least 10% of the total dividends distributed. The Board of Directors shall propose for dividend distribution based on capital structure and budget, and the proposals shall be resolved in shareholders’ meetings.

  • C. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their

~32~

share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of the Company’s paid-in capital.

  • D. In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.

  • E. The distribution of 2018 and 2017 earnings had been resolved at the stockholders’ meeting on June 12, 2019 and June 15, 2018, respectively as follows:

Dividends per
share
Amount
(in dollar)
Legal reserve
39,717
$ Cash dividends
369,812
2.03
$ 2018
Dividends per
share
Amount
(in dollar)
39,435
$ 462,265
2.50
$ 2017

Information about the distribution of retained earnings of the Company as proposed by the Board of Directors and resolved at the meeting of shareholders will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.

  • F. On March 19, 2020, the Board of Directors proposed and approved the appropriation of 2019 retained earnings in cash with $2.5 per share, total dividend was $462,265. As of March 19, 2020, abovementioned appropriation of 2019 retained earnings has not been resolved by the shareholders in the meeting.

  • G. For the information relating to employees’ compensation and directors’ remuneration, please refer to Note 6(18).

(14) Operating revenue

  • A. Disaggregation of revenue from contracts with customers

The Group derives revenue from the transfer of goods and services over time and at a point in time in the following major product lines and geographical regions:

For theyear ended December 31,2019
Revenue from external customer contracts
For theyear ended December 31,2018
Revenue from external customer contracts
Taiwan
1,217,245
$ Taiwan
888,915
$
US
1,124,540
$ US
1,041,368
$
All other
segments
189,124
$ All other
segments
131,837
$
Total
2,530,909
$
Total
2,062,120
$
  • B. Contract assets and liabilities

The Company has recognised the following revenue-related contract liabilities:

Advance sales receipts December 31,2019
6,936
$
December 31,2018
6,633
$
~33~

Revenue recognised that was included in the contract liability balance at the beginning of the period

Advance sales receipts

For the year ended December 31, 2019 $ 5,890

(15) Other gains and losses

Other gains and losses
For the years ended December 31,
2019 2018
Gains on disposals of property, plant and equipment $ -
$ 555
Net foreign exchange (losses) gains ( 18,808)
25,707
Other losses ( 257)
( 248)
Total ($ 19,065)
$ 26,014

(16) Finance costs

Interest expense

For theyears ended December 31, For theyears ended December 31,
2019
8,293
$
2018
4,660
$

(17) Expenses by nature

Expenses by nature
Change in inventory of finished
goods and work in progress
Raw materials and supplies used
Employee benefit expense
Depreciation charges on
property, plant and equipment
Depreciation charges on right-
of-use assets
Amortisation charges on
intangible assets
Other expenses
Operating costs and expenses
For theyears ended December 31,
Operatingcosts
Operatingexpenses
Operatingcosts
Operatingexpenses
52,013
$ -
$ 27,832)
($ -
$ 931,898
-
857,451
-
209,938
116,775
178,416
101,714
153,502
99,662
155,813
63,645
-
1,709
-
-
-
756
-
669
149,286
166,387
123,913
144,425
1,496,637
$ 385,289
$ 1,287,761
$ 310,453
$ 2019
2018
2018
Operatingcosts
52,013
$ 931,898
209,938
153,502
-
-
149,286
1,496,637
$
Operatingexpenses
-
$ -
101,714
63,645
-
669
144,425
310,453
$
~34~

(18) Employee benefit expense

Employee benefit expense
Wages and salaries
Labour and health insurance fees
Pension costs
Other personnel expenses
Operatingcosts
Operatingexpenses
Operatingcosts
Operatingexpenses
176,081
$ 106,375
$ 147,365
$ 92,791
$ 12,299
4,625
11,241
4,270
6,072

2,023
5,731

1,978

15,486

3,752
14,079
2,675

209,938
$ 116,775
$ 178,416
$ 101,714
$ 2019
2018
For theyears ended December 31,
Operatingcosts
147,365
$ 11,241
5,731

14,079
178,416
$
Operatingexpenses
92,791
$ 4,270
1,978

2,675
101,714
$
  • A. In accordance with the Articles of Incorporation of the Company, a ratio of distributable profit of the current year, after covering accumulated losses, shall be distributed as employees’ compensation and directors’ and supervisors’ remuneration. The ratio shall be at least 5 ~ 15% for employees’ compensation and shall not be higher than 3% for directors’ remuneration.

  • B. For the years ended December 31, 2019 and 2018, employees’ compensation was accrued at $56,504 and $43,971 respectively; directors’ remuneration was accrued at $21,189 and $16,489, respectively. The aforementioned amounts were recognised in salary expenses.

  • The employees’ compensation and directors’ remuneration were estimated and accrued based on 8% and 3% of distributable profit of current year for the years ended December 31, 2019 and 2018. Employees’ compensation and directors’ remuneration of 2018 as resolved by the meeting of Board of Directors were in agreement with those amounts recognised in the 2018 financial statements. Information about employees’ compensation and directors’ remuneration of the Company as resolved by the Board of Directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.

(19) Income tax

  • A. Income tax expense

  • (a) Components of income tax expense:

e tax
ome tax expense
Components of income tax expense:
For theyears ended December 31,
2019 2018
Current tax:
Current tax on profits for the period $ 124,997
$ 101,293
Prior year income tax overestimation ( 12,380)
( 7,499)
Total current tax 112,617 93,794
Deferred tax:
Origination and reversal of temporary differences 1,661 ( 1,024)
Impact of change in tax rate - ( 761)
Income tax expense $ 114,278 $ 92,009
  • (b) The income tax (charge)/credit relating to components of other comprehensive income is as follows:
~35~
Remeasurement of defined benefit obligations
Impact of change in tax rate
2019
2018
117
$ 160)
($ -
512
117
$
352
$ For theyears ended December 31,

B. Reconciliation between income tax expense and accounting profit

For theyears ended December For theyears ended December For theyears ended December For theyears ended December For theyears ended December 31,
2019 2018
Tax calculated based on profit before tax and $ 125,721
$ 97,836
statutory tax rate (note)
Change in assessment of realisation of deferred tax
assets 690 639
Expenses disallowed by tax regulation 828 741
Temporary differences not recognised as deferred
tax assets ( 581)
1,053
Prior year income tax overestimation ( 12,380)
( 7,499)
Effect from changes in tax regulation - ( 761)
Income tax expense $ 114,278 $ 92,009
Note: The basis for computing the applicable tax rate are the rates applicable for residents of the
Republic of China.
Amounts of deferred tax assets or liabilities as a result of temporary differences are as follows:
Year ended December 31,2019
Recognised in other
Recognised in comprehensive
January1 profit or loss income December 31
Temporary differences:
-Deferred tax assets:
Inventory at hub
recognised as gross profit $ 9,228
($ 4,694)
$ -
$ 4,534
Book-Tax difference of
pension - - - -
Others 256 3,051 - 3,307
Subtotal $ 9,484 ($ 1,643) $ - $ 7,841
-Deferred tax liabilities:
Book-Tax difference of
pension ($ 131) ($ 18) $ 117 ($ 32)
$ 9,353 ($ 1,661) $ 117 $ 7,809

Note: The basis for computing the applicable tax rate are the rates applicable for residents of the Republic of China.

C. Amounts of deferred tax assets or liabilities as a result of temporary differences are as follows:

~36~
Temporary differences:
-Deferred tax assets:
Inventory at hub
recognised as gross profit
Book-Tax difference of
pension
Others
Subtotal
-Deferred tax liabilities:
Book-Tax difference of
pension
Year ended December 31,2018
Recognised in
January1
profit or loss
5,448
$ 3,780
$ 23
23)
(
1,745
1,489)
(
7,216
$ 2,268
$ -
$ 483)
($ 7,216
$ 1,785
$
  • D. The amounts of deductible temporary difference that are not recognised as deferred tax assets are as follows:

Deductible temporary differences

December 31,2019
59,004
$
December 31,2018
61,908
$
  • E. The Company’s income tax returns through 2016 have been assessed and approved by the Tax Authority.

  • F. Under the amendments to the Income Tax Act which was promulgated by the President of the Republic of China on February 7, 2018, the Company’s applicable income tax rate was raised from 17% to 20% effective from January 1, 2018. The Company has assessed the impact of the change in income tax rate.

~37~

(20) Earnings per share

Earnings per share
Basic earnings per share
Profit attributable to ordinary
shareholders
Diluted earnings per share
Profit attributable to ordinary
shareholders
Assumed conversion of all dilutive
potential ordinary shares
Employees’ compensation
Profit attributable to ordinary
shareholders plus assumed
conversion of all dilutive
potential ordinary shares
Basic earnings per share
Profit attributable to ordinary
shareholders
Diluted earnings per share
Profit attributable to ordinary
shareholders
Assumed conversion of all dilutive
potential ordinary shares
Employees’ compensation
Profit attributable to ordinary
shareholders plus assumed
conversion of all dilutive
potential ordinary shares
Amount
after tax
514,325
$ 514,325
$ -
514,325
$ For the
For the
Weighted average
number of ordinary
shares outstanding
(share in thousands)
184,332
184,332
590
184,922
$ year ended December 31,
year ended December 31,
Earnings per
share
(in dollars)
2019
2.79
$
2.78
$
2018
Amount
after tax
397,170
$ 397,170
$ -
397,170
$
Weighted average
number of ordinary
shares outstanding
(share in thousands)
184,144
184,144
674
184,818
$
Earnings per
share
(in dollars)
2.16
$
2.15
$

(21) Operating leases

Effective 2018

The company’s transportation equipment is obtained through operating leases. The lease terms were

~38~

between 1 to 3 years. Rent expenses recognized through current profit or loss for year ended December 31, 2018 was $2,470. The future aggregate minimum lease payments receivable under non-cancellable operating lease are as follows:

Not later than one year Later than one year but not later than five years

December 31,2018
$ 1,560
1,250
$ 2,810

(22) Supplemental cash flow information

A. Investing activities with partial cash payments

Purchase of property, plant and equipment Add: Opening balance of payable on equipment Less: Ending balance of payable on equipment Cash paid during the period

For theyears ended For theyears ended December 31,
2019 2018
$ 128,468
$ 1,236,901
29,968
35,068
( 30,462)
( 29,968)
$ 127,974
$ 1,242,001
  • B. Investing activities with no cash flow effects

For the years ended December 31,

Prepayments for business facilities transferred to property, plant and equipment

2019
81,579
$
2018
134,835
$

7. Related Party Transactions

(1) Parent and ultimate controlling party

None.

(2) Names of related parties and relationship

None.

(3) Key management compensation

For the years ended December 31,

Salaries and other short-term employee benefits
Post-employment benefits
Total
2019
67,605
$ 644
68,249
$
2018
63,933
$ 605
64,538
$

8. Pledged Assets

The Company’s assets pledged as collateral are as follows:

Pledged asset
Property, plant and equipment
December 31,2019
December 31,2018
Purpose
1,175,803
$ 1,121,987
$ For guarantee of long-term
loans
Book value
Purpose
December 31,2019
1,175,803
$
~39~

9. Significant Contingent Liabilities and Unrecognized Contract Commitments (1) Contingencies

None.

(2) Commitments

  • A. Capital expenditure contracted for at the balance sheet date but not yet incurred is as follows:

December 31, 2019 December 31, 2018 Property, plant and equipment $ 39,980 $ 130,171

  • B. Guarantee for customs duties

The Company’s guarantee for customs duties is as follows:

December 31, 2019 December 31, 2018 $ 10,000 $ 10,000

10. Significant Disaster Loss

None.

11. Significant Events after the Balance Sheet Date

  • (1) On March 19, 2020, the Board of Directors proposed the appropriation of 2019 earnings. For details of the appropriation, please refer to Note 6(13).

  • (2) On March 19, 2020, the Board of Directors announced the repurchase of 5,000 shares in the open market during March 20 to May 19, 2020 in order to motivate employees and improve their morale. The buyback range is between NT$58 to NT$108 per share.

12. Others

(1) Capital management

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The Company monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including ‘current and non-current borrowings’ as shown in the balance sheet). Total capital is calculated as ‘equity’ as shown in the balance sheet.

The gearing ratios at December 31, 2019 and 2018 were as follows:

Total borrowings
Total equity
Gearing ratio
December 31,2019
870,000
$ 2,830,879
$ 31%
December 31,2018
880,000
$ 2,535,852
$ 35%
~40~

(2) Financial instruments

A. Financial instruments by category

nancial instruments
Financial instruments by category
Financial assets
Financial assets at amortised cost
Cash and cash equivalents
Notes receivable
Accounts receivable
Other receivables
Guarantee deposits paid
Financial liabilities
Financial liabilities at amortised cost
Short-term borrowings
Accounts payable
Other accounts payable
Long-term borrowings
(including current portion)
Lease liability
December 31,2019
874,549
$ 432
513,599
1,135
67
1,389,782
$ December 31,2019
470,000
$ 303,605
245,677
400,000
1,419,282
$ 2,721
$
December 31,2018
617,023
$ 281
273,279
6,909
129
897,621
$
December 31,2018
500,000
$ 232,688
212,432
380,000
1,325,120
$
-
$
  • B. Financial risk management policies

  • (a) The Company’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk.

  • (b) Risk management is carried out by Company treasury department under policies approved by the Board of Directors. Company treasury identifies, evaluates and hedges financial risks in close co-operation with the Company’s operating units. The Board provides written principles for overall risk management, as well as written policies covering specific areas and matters, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.

  • C. Significant financial risks and degrees of financial risks

  • (a) Market risk

Foreign exchange risk

  • i. The Company’s businesses involve some non-functional currency operations (the Company’s functional currency is NTD). The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:
~41~
Financial assets
Monetary items
USD:NTD
Financial liabilities
Monetary items
USD:NTD
Financial assets
Monetary items
USD:NTD
Financial liabilities
Monetary items
USD:NTD
December 31,2019 December 31,2019
Foreign currency
amount
(In thousands)
Exchange rate
29,444
$ 29.98
7,743
$ 29.98
December 31,2018
Book value
(NTD)
882,731
$ 232,135
$
Foreign currency
amount
(In thousands)
17,288
$ 5,413
$
Exchange rate
30.72
30.72
Book value
(NTD)
531,087
$ 166,287
$

  • ii. Analysis of foreign currency market risk arising from significant foreign exchange variation:
variation:
Financial assets
Monetary items
USD:NTD
Financial liabilities
Monetary items
USD:NTD
Financial assets
Monetary items
USD:NTD
Financial liabilities
Monetary items
USD:NTD
December 31,2019
Sensitivityanalysis
Degree of
variation
1%
1%
Effect on profit
Effect on other
or loss
comprehensive income
8,827
$ -
$ 2,321
$ -
$ December 31,2018
Effect on other
comprehensive income
Sensitivityanalysis
Degree of
variation
1%
1%
Effect on profit
or loss
5,311
$ 1,663
$
Effect on other
comprehensive income
-
$ -
$

~42~
  • iii. Total exchange gain (loss), including realized and unrealised arising from significant foreign exchange variation on the monetary items held by the Company for the years ended December 31, 2019 and 2018, amounted to ($18,808) and $25,707, respectively.

  • Price risk

Not applicable.

Cash flow and fair value Interest rate risk

  • i. The Company’s main interest rate risk arises from long-term borrowings issued at variable rates expose the Company to cash flow interest rate risk which is partially offset by cash and cash equivalents held at variable rates. For the years ended December 31, 2019 and 2018, the Company’s borrowings at variable rate were mainly denominated in New Taiwan dollars.

  • ii. If the borrowing interest rate of New Taiwan dollars had increased/decreased by 1% with all other variables held constant, profit, net of tax for the years ended December 31, 2019 and 2018 would have increased/decreased by $3,200 and $3,040. The main factor is that changes in interest expense result in floating-rate borrowings.

  • (b) Credit risk

  • i. Credit risk refers to the risk of financial loss to the Company arising from default by the clients or counterparties of financial instruments on the contract obligations. The main factor is that counterparties could not repay in full the accounts receivable based on the agreed terms.

  • ii. According to the Company’s credit policy, each local entity in the Company is responsible for managing and analysing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings in accordance with limits set by the Board of Directors. The utilisation of credit limits is regularly monitored.

  • iii. The Company adopts the assumptions under IFRS 9, the default occurs when the contract payments are past due over 90 days.

  • iv. The Company adopts following assumptions under IFRS 9 to assess when the contract payments were past due over 30 days based on the terms, there has been a significant increase in credit risk on that instrument since initial recognition.

  • v. The Company classifies customers’ accounts receivable in accordance with customer types. The Company applies the modified approach to estimate expected credit loss under the provision matrix basis.

  • vi. The Company used the forecast ability of Taiwan Institute of Economic Research boom observation report to adjust historical and timely information to assess the default possibility of accounts receivable. On December 31, 2019 and 2018, the provision matrix

~43~

is as follows:

At December 31, 2019
Expected loss rate
Total book value
Loss allowance
At December 31, 2018
Expected loss rate
Total book value
Loss allowance
Without
Up to 60
past due
days
0.03%
0.07%
397,074
$ 85,625
$ 119
$ 60
$ Without
Up to 60
past due
days
0.03%
0.07%
245,450
$ 25,744
$ 74
$ 18
$
Up to 90
days
0.20%
7,921
$ 16
$ Up to 90
days
0.20%
2,504
$ 327
$
Up to 180
days
15.00%
21,753
$ 385
$ Up to 180
days
15.00%
161
$ 161
$
Over 181
days
Total
100.00%
1,806
$ 514,179
$ -
$ 580
$ Over 181
days
Total
100.00%
-
$ 273,859
$ -
$ 580
$
  • vii. Movements in relation to the Company applying the modified approach to provide loss allowance for accounts receivable is as follows:
2019 2018
Accounts receivable Accounts receivable
At January 1 $ 580
$ 580
Provision for impairment 27 -
Write-offs ( 27)
-
At December 31 $ 580
$ 580

(c) Liquidity risk

  • i. Cash flow forecasting is performed in the operating units of the Company and aggregated by the Company’s treasury department. The Company’s treasury department monitors rolling forecast of the Company’s liquidity requirements to ensure it has sufficient cash to meet operational needs.

  • ii. The treasury department invests surplus cash in interest bearing current accounts and time deposits, choosing instruments with appropriate maturities or sufficient liquidity to provide sufficient head-room as determined by the above-mentioned forecasts.

  • iii. The table below analyses the Company’s non-derivate financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date for non-derivative financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows.

~44~

Non-derivative financial liabilities

Non-derivative financial liabilities
Less than 1year Over 1years
December 31, 2019
Short-term borrowings $ 470,380
$ -
Accounts payable 303,605 -
Other payables 245,677 -
Other current payables 5,266 -
Lease liability 1,794 952
Long-term borrowings
(including current portion) 4,492 411,100
Non-derivative financial liabilities
Less than 1 year Over 1 years
December 31, 2018
Short-term borrowings $ 500,374
$ -
Accounts payable 232,688 -
Other payables 212,432 -
Other current payables 5,117 -
Long-term borrowings
(including current portion) 4,151 394,217
iv. The Company does not expect the timing of occurrence of the cash flows estimated
through the maturity date analysis will be significantly earlier, nor expect the actual cash
flow amount will be significantly different.

(3) Fair value information

  • A. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:

  • Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.

  • Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

  • Level 3: Unobservable inputs for the asset or liability.

  • B. The balance of financial instruments measured at fair value on December 31, 2019 and 2018 is 0, so there is no disclosure of relevant fair value information.

  • C. For the year ended December 31, 2019 and 2018, there was no transfer between Level 1 and Level 2.

  • D. For the year ended December 31, 2019 and 2018, there was no transfer in and out from level 3.

~45~

13. Supplementary Disclosures

(1) Significant transactions information

  • A. Loans to others: None.

  • B. Provision of endorsements and guarantees to others: None.

  • C. Holding of securities at the end of the period (not including subsidiaries, associates and joint ventures): None.

  • D. Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company’s paid-in capital: None.

  • E. Acquisition of real estate reaching $300 million or 20% of the Company’s paid-in capital or more: None.

  • F. Disposal of real estate reaching $300 million or 20% of the Company’s paid-in capital or more: None.

  • G. Purchases or sales of goods from or to related parties reaching $100 million or 20% of the Company’s paid-in capital or more: None.

  • H. Receivables from related parties reaching $100 million or 20% of the Company’s paid-in capital or more: None.

  • I. Trading in derivative instruments undertaken during the reporting periods: None.

  • J. Significant inter-company transactions during the reporting periods: None.

(2) Information on investees

None.

(3) Information on investments in Mainland China

None.

14. Segment Information

(1) General information

The Company operates business only in a single industry. The Board of Directors who allocates resources and assesses performance of the Company as a whole, has identified that the Company has only one reportable operating segment.

(2) Information about segment profit or loss, assets and liabilities

The Company’s segment information, including segment income or loss, assets and liabilities, is consistent with that in the financial statements.

(3) Reconciliation for segment income (loss)

The Company operates business only in a single industry. The Chief Operating Decision-Maker, who allocates resources and assesses performance of the Company as a whole, has identified that the Company has only one reportable operating segment, therefore, no reconciliation was needed.

(4) Information on products and services

The Company is primarily engaged in manufacturing and sales of optoelectronic semi-conductors epitaxy and optoelectronic components products. Currently, the Company has no other significant products or services provided.

~46~

(5) Geographical information

Geographical information for the years ended December 31, 2019 and 2018 is as follows:

Year ended December Year ended December 31,2019 Year ended December Year ended December 31, 2018
Revenue Non-current assets Revenue Non-current assets
Taiwan $ 1,217,245
$ 2,546,357
$ 888,915
$ 2,602,124
US 1,124,540 -
1,041,368 -
Others 189,124 - 131,837
-
$ 2,530,909 $ 2,546,357
$ 2,062,120 $ 2,602,124

(6) Major customer information

Major customer information of the Company for the years ended December 31, 2019 and 2018 is as follows:

ollows:
Customer
Net Sales
Customer A
774,234
$ Customer C
460,676

Customer B
339,725
Customer D
271,137
Year ended December31,2019
%
Customer
Net Sales
31
Customer A
473,635
$ 18
Customer B
429,863
13
Customer C
429,677
11
Year ended December 31, 2018
%
23
21
21
~47~

VISUAL PHOTONICS EPITAXY CO., LTD. DETAILS OF CASH AND CASH EQUIVALENTS DECEMBER 31, 2019

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Details table 1

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----- Start of picture text -----

Item Summary Amount Note
Cash on hand and revolving
funds $ 335
Demand deposits and
checking accounts
TWD deposits 120,666
Foreign currency deposits USD 12,575 thousand dollars 377,012 Exchange rate 29.98
JPY 40 thousand dollars 11 Exchange rate 0.276
HKD 178 thousand dollars 685 Exchange rate 3.849
Time deposits
TWD deposits 136,000
Foreign currency deposits USD 8,000 thousand dollars 239,840 Exchange rate 29.98
$ 874,549
----- End of picture text -----

Details table 1,Page1

VISUAL PHOTONICS EPITAXY CO., LTD. DETAILS OF ACCOUNTS RECEIVABLE DECEMBER 31, 2019

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Details table 2
Customer Amount Note
Third parties:
L-021 $ 175,646
L-007 128,116
O-022 50,572
O-252 40,476
Others 119,369 Each item does not
exceed 5% of account balance
514,179
Less: allowance for bad debts ( 580)
$ 513,599

Details table 2,Page1

VISUAL PHOTONICS EPITAXY CO., LTD. DETAILS OF INVENTORIES

DECEMBER 31, 2019

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Details table 3

Details table 3
Item Cost Market Value Note
Raw materials $ 163,129
$ 164,450
Replacement cost as net realizable value
Work in process 40,510 73,326 Net realizable value as market price
Finished goods 176,694 206,808 Net realizable value as market price
Less: Provision for decline 380,333 $ 444,584
in market value ( 50,180)
$ 330,153

Details table 3,Page1

VISUAL PHOTONICS EPITAXY CO., LTD. DETAILS OF PROPERTY, PLANT AND EQUIPMENT FOR THE YEAR ENDED DECEMBER 31, 2019

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Details table 4

Item
Opening net book amount
as at January1,2019
Addition
Deductions
Transfer
Cost
Land
141,004
$ -
$ -
$ -
$ Bulidings and structures
1,040,600
30,716
725)
(
158,902
Machinery and equipment
2,678,541
85,162
7,454)
(
962,679
Office equipment
21,201

-
-
-
Unfinished construction
and equipment under
acceptance
1,105,451
4,172
-
1,082,125)
(
Other
172,229
8,418
-
42,123
5,159,026
128,468
$ 8,179)
($ 81,579
$ Accumulated depreciation
Bulidings and structures
574,508)
($ 53,619)
($ 725
$ -
$ Machinery and equipment
1,849,311)
(
189,596)
(
7,454
-
Office equipment
20,560)
(
252)
(
-
-
Other
141,990)
(
9,697)
(
-
-
2,586,369)
(
253,164)
($ 8,179
$ -
$ 2,572,657
$

Details table 4,Page1

VISUAL PHOTONICS EPITAXY CO., LTD. DETAILS OF SHORT-TERM LOANS DECEMBER 31, 2019

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Details table 5

Details table 5
Type of borrowings Notes
Financial
institutions
borrowings

Balance at December 31,2019
90,000
$ 180,000
200,000
470,000
$
Contract Period Interest rate range Financingline Collateral
Letter of credit
borrowings

2019.12.20~2020.1.20
2019.10.31~2020.3.22
2019.12.16~2020.1.15
0.909%
0.88%~0.89%
0.89%~0.90%
180,000
$ 180,000
200,000
None

Details table 5,Page1

VISUAL PHOTONICS EPITAXY CO., LTD. DETAILS OF ACCOUNTS PAYABLE DECEMBER 31, 2019

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Details table 6

Details table 6
Suppliers
PW001
PW004
PG004
Others
Amount
116,963
$ 92,994
29,394
64,254
303,605
$
Note
Each item does not
exceed 5% of account balance

Details table 6,Page1

VISUAL PHOTONICS EPITAXY CO., LTD. DETAILS OF LONG-TERM LOANS DECEMBER 31, 2019

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Details table 7

==> picture [693 x 14] intentionally omitted <==

----- Start of picture text -----

Creditor Description Amount Term of Contract Rat(%) Collateral Footnote
----- End of picture text -----

Bank of Taiwan
Guaranteed loan

200,000
$ 2018.06.21~2023.06.21
1.1228%
Land, Building and Machinery
None
200,000


1.123%


400,000
$

Details table 7,Page1

VISUAL PHOTONICS EPITAXY CO., LTD. DETAILS OF OPERATING REVENUE FOR THE YEAR ENDED DECEMBER 31, 2019

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Details table 8

Item Quantity Amount Note Operating revenue Compound semiconductor wafer product and other items 294,899 (pcs) $ 2,546,057 Less: Sales returns ( 5,976) Less: Sales discounts ( 9,172) $ 2,530,909

Details table 8,Page1

VISUAL PHOTONICS EPITAXY CO., LTD. DETAILS OF OPERATING COST FOR THE YEAR ENDED DECEMBER 31, 2019

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Details table 9

Details table 9
Items
Amount
Opening raw materials
156,772
$ Add: Current purchases
1,039,481

Less: Closing raw materials
163,129)
(
Cost of sales of raw materials
1,484)
(
Transfer expenses
99,742)
(
Current used raw materials
931,898

Direct labour
21,477
Production overheads
495,397
Production costs
1,448,772
Add: Opening work in progress
29,708
Less: Closing work in progress
40,510)
(
Cost of finished goods
1,437,970
Add: Opening finished goods
239,509
Less: Closing finished goods
176,694)
(
Transfer expenses
5,554)
(
Current cost of manufacture and sales
1,495,231
Add: Cost of sales of raw materials
1,484
Others
78)
(
Cost of goods sold
1,496,637
Scrap loss
499
Loss on decline in market value
499)
(
Current operating costs
1,496,637
$
Note

Details table 9,Page1

VISUAL PHOTONICS EPITAXY CO., LTD. DETAILS OF MANUFACTURING OVERHEAD FOR THE YEAR ENDED DECEMBER 31, 2019

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Details table 10
Item Summary Amount Note
Wages and salaries $ 154,604
Depreciation expense 153,502
Repair and maintenance expense 52,963
Utility fee 45,485
Indirect materials 26,039
Other expenses 62,804
Each item does not
exceed 5% of
account balance
$ 495,397

Details table 10,Page1

VISUAL PHOTONICS EPITAXY CO., LTD. DETAILS OF SELLING EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2019

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Details table 11
Item
Summary Amount
4,247
$ 4,005
2,649
10,901
$
Note
Each item does not
exceed 5% of
account balance
Import/export expense
Wages and salaries
Other expenses

Details table 11,Page1

VISUAL PHOTONICS EPITAXY CO., LTD. DETAILS OF ADMINISTRATIVE EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2019

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Details table 12
Item Summary Amount Note
Wages and salaries $ 73,570
Utility fee 16,236
Other expenses 27,957
Each item does not
exceed 5% of
account balance
$ 117,763

Details table 12,Page1

VISUAL PHOTONICS EPITAXY CO., LTD. DETAILS OF RESEARCH AND DEVELOPMENT EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2019

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Details table 13 Item Summary Amount Note Depreciation expense $ 99,214 R&D materials 91,548 Wage and salaries 28,800 Repair and maintenance expense 16,252 Other expenses 20,784 Each item does not exceed 5% of account balance $ 256,598

Details table 13,Page1

VISUAL PHOTONICS EPITAXY CO., LTD.

CURRENT EMPLOYEE BENEFITS, DEPRECIATION, AND AMORTISATION EXPENESS SUMMARIZED BY FUNCTION FOR THE YEAR ENDED DECEMBER 31, 2019

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Detail table 14

Detail table 14
By nature
By function
Year ended December 31,2019 Year ended December 31,2018
Operating Costs Operating Expenses Total Operating Costs Operating Expenses Total
Employee Benefit Expense
Wages and salaries 176,081
$
81,178
$
257,259
$
147,365
$
72,368
$
219,733
$
Labour and health insurance fees 12,299 4,625 16,924 11,241 4,270 15,511
Pension expense 6,072 2,023 8,095 5,731 1,978 7,709
Directors’remuneration - 25,197 25,197 - 20,423 20,423
Other employee benefit expense 15,486 3,752 19,238 14,079 2,675 16,754
Depreciation charges on property, plant
and equipment
153,502
$
99,662
$
253,164
$
155,813
$
63,645
$
219,458
$
Amortisation -
$
756
$
756
$
-
$
669
$
669
$
Depreciation charges on right-of-use -
$
1,709
$
1,709
$
-
$
-
$
-
$

Note:

  1. As at December 31, 2019 and 2018, the Company had 251 and 238 employees,including 7 and 6 non-employee directors, respectively.

  2. A company whose stock is listed for trading on the stock exchange or over-the-counter securities exchange shall additionally disclose the following information

  3. (1) Average employee benefit expense in current year $ 1,236.

Average employee benefit expense in previous year $ 1,119.

  • (2) Average employees salaries in current year $ 1,054.

Average employees salaries in previous year $ 947.

  • (3) Adjustments of average employees salaries 11.30%

Detail table 14,Page1