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WEC — Interim / Quarterly Report 2021
Dec 30, 2021
52017_rns_2021-12-30_cfc8405a-8d10-40b1-81cf-bd7023928394.pdf
Interim / Quarterly Report
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Winbond Electronics Corporation and Subsidiaries
Consolidated Financial Statements for the Nine Months Ended September 30, 2021 and 2020 and Independent Auditors' Review Report
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11073 Ejtfiu'léi'éE/lfltfil OO's'lEZOlll!
Deloltte & Touche 20F, Taipei Nan Shari Plaza No. 100, Songren Rd, Xinyi DISL, Talpel 11073. Talwan
Tel +886 (2) 2725-9988 Fax:+886 (2) 405176888 www.deloitte.com.rw
INDEPENDENT AUDITORS' REVIEW REPORT
The Board ofDirectors and Shareholders Winbond Electronics Corporation
Introduction
We have reviewed the accompanying consolidated financial statements of Winbond Electronics Corporation and its subsidiaries (the Group) as of September 30, 2021 and 2020, and the consolidated statements of comprehensive income for the three-month periods ended September 30, 2021 and 2020 and for the nine-month periods ended September 30, 2021 and 2020, as well as the consolidated statements of changes in equity and cash flows for the nine—month periods ended September 30, 2021 and 2020, and the notes to the consolidated financial statements, including a summary of significant accounting policies. Management is responsible for the preparation and fair presentation ofthe consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34 "Interim Financial Reporting". Our responsibility is to express a conclusion on the consolidated financial statements based on our reviews.
Scope of Review
We conducted our reviews in accordance with Statement ofAuditing Standards No. 65 "Review of Financial Information Performed by the Independent Auditor of the Entity". A review of consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our reviews, nothing has come to our attention that caused us to believe that the accompanying consolidated financial statements do not present fairly, in all material respects, the consolidated financial position of the Group as of September 30, 2021 and 2020, its consolidated financial performance for the three-month periods ended September 30, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the nine-month periods then ended September 30, 2021 and 2020 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34 "Interim Financial Reporting" endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
The engagement partners on the reviews resulting in this independent auditors' review report are Kenny Hong and Wen—Yea Shyu. 927 *7 WW Wt
Deloitte & Touche Taipei, Taiwan Republic of China
November 4, 2021
Notice to Readers
The accompanying consolidatedfinancial statements are intended only to present the consolidated financial position, financial petformance and cash flows in accordance with accountingprinciples andpractices generally accepted in the Republic ofChina and not those ofany otherjurisdictions. The standards, procedures and practices to review such consolidated financial statements are those generally applied in the Republic ofChina. For the convenience of readers, the independent auditors' review report and the accompanying
consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. Ifthere is any conflict between the English version and the original Chinese version or any difference in the interpretation ofthe two versions, the Chinese-language independent auditors' review report and consolidatedfinancial statements shall prevail.
CONSOLIDATED BALANCE SHEETS (In Thousands of New Taiwan Dollars)
| September 30, 2021 | December 31, 2020 | September 30, 2020 | ||||
|---|---|---|---|---|---|---|
| ASSETS | (Reviewed) Amount |
% | (Audited) Amount |
% | (Reviewed) Amount |
% |
| CURRENT ASSETS | ||||||
| Cash and cash equivalents (Note 6) | \$ 22,340,398 |
16 | \$ 11,744,306 |
9 | \$ 9,235,795 |
8 |
| Current financial assets at fair value through profit or loss (Note 7) | 125,499 | - | 51,603 | - | 61,858 | - |
| Current financial assets at fair value through other comprehensive income (Note 8) | 10,096,228 | 7 | 8,837,227 | 7 | 6,710,352 | 5 |
| Notes and accounts receivable, net (Note 9) | 12,253,370 | 9 | 9,707,378 | 8 | 10,398,096 | 9 |
| Accounts receivable due from related parties, net (Note 31) | 690,593 | - | 77,760 | - | 64,333 | - |
| Other receivables (Note 10) | 1,285,313 | 1 | 1,973,584 | 2 | 2,663,086 | 2 |
| Inventories (Note 11) Other current assets |
15,270,998 1,093,596 |
11 1 |
14,141,414 997,529 |
11 1 |
14,356,530 1,722,007 |
12 1 |
| Total current assets | 63,155,995 | 45 | 47,530,801 | 38 | 45,212,057 | 37 |
| NON-CURRENT ASSETS | ||||||
| Non-current financial assets at fair value through other comprehensive income (Note 8) | 3,098,821 | 2 | 2,239,987 | 2 | 2,252,823 | 2 |
| Investments accounted for using equity method (Note 12) | 7,032,663 | 5 | 6,241,789 | 5 | 3,982,876 | 3 |
| Property, plant and equipment (Note 13) | 59,995,867 | 43 | 61,452,516 | 49 | 61,884,457 | 51 |
| Right-of-use assets (Note 14) | 2,872,507 | 2 | 3,200,332 | 2 | 3,246,266 | 3 |
| Investment properties (Note 15) | 2,112,852 | 1 | 2,466,667 | 2 | 2,501,693 | 2 |
| Intangible assets (Note 16) | 985,304 | 1 | 891,380 | - | 877,284 | 1 |
| Deferred income tax assets (Note 4) | 748,316 | 1 | 908,560 | 1 | 981,407 | 1 |
| Other non-current assets (Note 6) | 645,165 | - | 1,111,208 | 1 | 544,419 | - |
| Total non-current assets | 77,491,495 | 55 | 78,512,439 | 62 | 76,271,225 | 63 |
| TOTAL | \$ 140,647,490 | 100 | \$ 126,043,240 | 100 | \$ 121,483,282 | 100 |
| LIABILITIES AND EQUITY | ||||||
| CURRENT LIABILITIES | ||||||
| Short-term borrowings (Note 17) | \$ 1,550,788 |
1 | \$ 1,821,210 |
2 | \$ 1,591,112 |
1 |
| Current financial liabilities at fair value through profit or loss (Note 7) | 2,634 | - | 3,191 | - | - | - |
| Notes and accounts payable Accounts payable due to related parties (Note 31) |
6,709,402 1,440,205 |
5 1 |
6,571,429 1,666,003 |
5 1 |
6,449,218 1,633,906 |
5 2 |
| Payables on machinery and equipment | 3,333,318 | 2 | 2,197,953 | 2 | 2,330,495 | 2 |
| Other payables | 8,167,558 | 6 | 6,123,460 | 5 | 6,244,867 | 5 |
| Current tax liabilities (Note 4) | 1,957,079 | 1 | 252,309 | - | 339,536 | - |
| Provisions - current (Note 19) | 551,784 | - | 928,719 | 1 | 927,168 | 1 |
| Lease liabilities - current (Note 14) | 344,789 | - | 388,401 | - | 389,904 | 1 |
| Long-term borrowings - current portion (Note 17) | 3,685,000 | 3 | 5,000,000 | 4 | 4,000,000 | 3 |
| Other current liabilities | 698,676 | 1 | 522,331 | - | 307,470 | - |
| Total current liabilities | 28,441,233 | 20 | 25,475,006 | 20 | 24,213,676 | 20 |
| NON-CURRENT LIABILITIES | ||||||
| Bonds payable (Note 18) | 10,051,910 | 7 | 11,151,668 | 9 | 11,625,027 | 10 |
| Long-term borrowings (Notes 17 and 27) | 10,285,283 | 7 | 9,381,845 | 7 | 12,732,993 | 10 |
| Provisions - non-current (Note 19) Lease liabilities - non-current (Note 14) |
3,030,583 2,766,172 |
2 2 |
3,293,313 3,119,221 |
3 3 |
3,286,589 3,181,656 |
3 3 |
| Net defined benefit liabilities - non-current (Note 4) | 2,557,492 | 2 | 2,722,544 | 2 | 2,702,539 | 2 |
| Other non-current liabilities | 484,684 | 1 | 306,956 | - | 250,977 | - |
| Total non-current liabilities | 29,176,124 | 21 | 29,975,547 | 24 | 33,779,781 | 28 |
| Total liabilities | 57,617,357 | 41 | 55,450,553 | 44 | 57,993,457 | 48 |
| EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT (Note 21) | ||||||
| Share capital | 39,800,002 | 28 | 39,800,002 | 32 | 39,800,002 | 33 |
| Capital surplus | 7,874,633 | 6 | 7,770,865 | 6 | 7,602,083 | 6 |
| Retained earnings | ||||||
| Legal reserve | 2,074,570 | 1 | 1,913,317 | 2 | 1,913,317 | 2 |
| Unappropriated earnings | 16,612,199 | 12 | 8,094,753 | 6 | 7,704,680 | 6 |
| Exchange differences on translation of foreign financial statements | (734,711) | - | (271,328) | - | (254,729) | - |
| Unrealized gains on financial assets measured at fair value through other comprehensive income |
10,484,473 | 7 | 8,141,510 | 6 | 3,648,328 | 3 |
| Total equity attributable to owners of the parent | 76,111,166 | 54 | 65,449,119 | 52 | 60,413,681 | 50 |
| NON-CONTROLLING INTERESTS | 6,918,967 | 5 | 5,143,568 | 4 | 3,076,144 | 2 |
| Total equity | 83,030,133 | 59 | 70,592,687 | 56 | 63,489,825 | 52 |
| TOTAL | \$ 140,647,490 | 100 | \$ 126,043,240 | 100 | \$ 121,483,282 | 100 |
The accompanying notes are an integral part of the consolidated financial statements
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share) (Reviewed, Not Audited)
| Three Months Ended September 30 | Nine Months Ended September 30 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | ||||||
| Amount | % | Amount | % | Amount | % | Amount | % | ||
| OPERATING REVENUE | |||||||||
| (Note 22) | \$ 27,014,730 | 100 | \$ 16,033,721 | 100 | \$ 73,574,247 | 100 | \$ 40,335,319 | 100 | |
| OPERATING COSTS | |||||||||
| (Note 11) | 14,917,539 | 55 | 11,710,690 | 73 | 42,813,489 | 58 | 29,487,664 | 73 | |
| GROSS PROFIT | 12,097,191 | 45 | 4,323,031 | 27 | 30,760,758 | 42 | 10,847,655 | 27 | |
| OPERATING EXPENSES | |||||||||
| Selling expenses General and administrative |
681,379 | 2 | 428,878 | 3 | 1,959,431 | 3 | 1,051,462 | 3 | |
| expenses | 1,525,987 | 6 | 999,832 | 6 | 4,228,530 | 6 | 2,093,921 | 5 | |
| Research and development | |||||||||
| expenses | 3,936,358 | 15 | 2,742,806 | 17 | 11,636,011 | 16 | 6,631,978 | 17 | |
| Expected credit (gain) loss (Note 9) |
5,024 | - | 38,972 | - | 70,291 | - | 50,142 | - | |
| Total operating | |||||||||
| expenses | 6,148,748 | 23 | 4,210,488 | 26 | 17,894,263 | 25 | 9,827,503 | 25 | |
| INCOME FROM | |||||||||
| OPERATIONS | 5,948,443 | 22 | 112,543 | 1 | 12,866,495 | 17 | 1,020,152 | 2 | |
| NON-OPERATING INCOME | |||||||||
| AND EXPENSES Interest income |
13,660 | - | 9,091 | - | 41,364 | - | 38,323 | - | |
| Dividend income (Note 8) | 342,364 | 1 | 159,840 | 1 | 404,364 | 1 | 227,534 | 1 | |
| Gain from bargain purchase | |||||||||
| (Note 28) | - | - | 218,968 | 1 | - | - | 218,968 | 1 | |
| Other income (Notes 14 and 27) |
94,649 | - | 68,794 | - | 376,108 | 1 | 97,866 | - | |
| Share of profit (loss) of | |||||||||
| associates | 180,743 | 1 | 27,436 | - | 199,860 | - | 64,752 | - | |
| Gains (losses) on disposal | |||||||||
| of property, plant and equipment |
2,407 | - | 4,115 | - | 166,004 | - | (5,889) | - | |
| Gains (losses) on disposals | |||||||||
| of intangible assets | (4,803) | - | - | - | (4,803) | - | - | - | |
| Gains (losses) on disposal | |||||||||
| of investments | - | - | - | - | (436) | - | - | - | |
| Gains (losses) on disposal of non-current held for |
|||||||||
| sale assets | - | - | - | - | 30,371 | - | - | - | |
| Gains (losses) on foreign | |||||||||
| exchange (Note 35) | 22,693 | - | (2,120) | - | (92,904) | - | (51,120) | - | |
| Gains (losses) on financial instruments at fair value |
|||||||||
| through profit or loss | (387) | - | 29,610 | - | 25,956 | - | 50,071 | - | |
| Interest expense (Notes 14 | |||||||||
| and 27) | (42,561) | - | (73,339) | - | (183,178) | - | (209,233) | (1) | |
| Other expenses Impairment loss recognized |
(100,777) | - | (64,966) | - | (377,416) | (1) | (144,366) | - | |
| on property, plant and | |||||||||
| equipment | (692,003) | (3) | - | - | (782,949) | (1) | - | - | |
| Total non-operating income and |
|||||||||
| expenses | (184,015) | (1) | 377,429 | 2 | (197,659) | - | 286,906 | 1 | |
| (Continued) |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share) (Reviewed, Not Audited)
| Three Months Ended September 30 | Nine Months Ended September 30 | |||||||
|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||
| Amount | % | Amount | % | Amount | % | Amount | % | |
| INCOME BEFORE INCOME TAX |
\$ 5,764,428 |
21 | \$ 489,972 |
3 | \$ 12,668,836 | 17 | \$ 1,307,058 |
3 |
| INCOME TAX EXPENSE (Notes 4 and 25) |
977,254 | 3 | 112,979 | - | 2,393,037 | 3 | 173,338 | - |
| NET INCOME | 4,787,174 | 18 | 376,993 | 3 | 10,275,799 | 14 | 1,133,720 | 3 |
| OTHER COMPREHENSIVE INCOME (LOSS) Components of other comprehensive income (loss) that will not be reclassified to profit or loss: Unrealized gains (losses) from investments in equity instruments at fair value through |
||||||||
| other comprehensive income Share of other comprehensive income (loss) of associates accounted for using the |
(2,568,537) | (10) | 427,524 | 3 | 2,141,144 | 3 | (575,012) | (2) |
| equity method Components of other comprehensive income (loss) that will be reclassified to profit or loss: Exchange differences on |
(1,941,596) | (7) | 390,606 | 2 | 645,866 | 1 | (539,394) | (1) |
| translation of foreign financial statements |
(71,604) | - | (125,198) | (1) | (781,967) | (1) | (182,733) | - |
| Other comprehensive income (loss) |
(4,581,737) | (17) | 692,932 | 4 | 2,005,043 | 3 | (1,297,139) | (3) |
| TOTAL COMPREHENSIVE INCOME (LOSS) |
\$ 205,437 |
1 | \$ 1,069,925 |
7 | \$ 12,280,842 | 17 | \$ (163,419) |
- |
| NET INCOME | ||||||||
| ATTRIBUTABLE TO: Owners of the parent Non-controlling interests |
\$ 4,478,033 309,141 |
17 1 |
\$ 331,124 45,869 |
2 - |
\$ 9,400,565 875,234 |
13 1 |
\$ 953,609 180,111 |
2 1 |
| \$ 4,787,174 |
18 | \$ 376,993 |
2 | \$ 10,275,799 | 14 | \$ 1,133,720 |
3 | |
| TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: |
||||||||
| Owners of the parent Non-controlling interests |
\$ (85,745) 291,182 |
- 1 |
\$ 1,068,551 1,374 |
7 - |
\$ 11,354,279 926,563 |
16 1 |
\$ (274,628) 111,209 |
- - |
| \$ 205,437 |
1 | \$ 1,069,925 |
7 | \$ 12,280,842 | 17 | \$ (163,419) |
- | |
| EARNINGS PER SHARE (Note 26) Basic |
\$ 1.13 |
\$ 0.08 |
\$ 2.36 |
\$ 0.24 |
||||
| Diluted | \$ 1.12 |
\$ 0.08 |
\$ 2.36 |
\$ 0.24 |
The accompanying notes are an integral part of the consolidated financial statements. (Concluded)
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (In Thousands of New Taiwan Dollars) (Reviewed, Not Audited)
| Non-controlling Interests |
Total Equity |
|---|---|
| Equity Attributable to Owners of the Parent | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Other Equity | |||||||||
| Retained Earnings | Exchange Differences on Translation of Foreign |
Unrealized Gains (Losses) on Financial Assets Measured at Fair Value Through Other |
|||||||
| Share Capital | Capital Surplus | Legal Reserve | Unappropriated Earnings |
Financial Statements |
Comprehensive Income |
Total | Non-controlling Interests |
Total Equity | |
| BALANCE, JANUARY 1, 2020 | \$ 39,800,002 | \$ 7,536,396 | \$ 1,798,091 | \$ 6,995,451 | \$ (119,246) | \$ 5,009,928 | \$ 61,020,622 | \$ 2,836,565 | \$ 63,857,187 |
| Appropriation of 2019 earnings (Note 21) Legal reserve Cash dividends |
- - |
- - |
115,226 - |
(115,226) (398,000) |
- - |
- - |
- (398,000) |
- - |
- (398,000) |
| Total appropriations | - | - | 115,226 | (513,226) | - | - | (398,000) | - | (398,000) |
| Net income for the nine months ended September 30, 2020 | - | - | - | 953,609 | - | - | 953,609 | 180,111 | 1,133,720 |
| Other comprehensive income (loss) for the nine months ended September 30, 2020 | - | - | - | - | (135,483) | (1,092,754) | (1,228,237) | (68,902) | (1,297,139) |
| Total comprehensive income (loss) for the nine months ended September 30, 2020 | - | - | - | 953,609 | (135,483) | (1,092,754) | (274,628) | 111,209 | (163,419) |
| Changes in ownership interests in subsidiaries | - | 65,687 | - | - | - | - | 65,687 | 261,035 | 326,722 |
| Disposal of investments in equity instruments designated at fair value through other comprehensive income (Notes 8 and 21) |
- | - | - | 268,846 | - | (268,846) | - | - | - |
| Changes in non-controlling interests | - | - | - | - | - | - | - | (132,665) | (132,665) |
| BALANCE, SEPTEMBER 30, 2020 | \$ 39,800,002 | \$ 7,602,083 | \$ 1,913,317 | \$ 7,704,680 | \$ (254,729) | \$ 3,648,328 | \$ 60,413,681 | \$ 3,076,144 | \$ 63,489,825 |
| BALANCE, JANUARY 1, 2021 | \$ 39,800,002 | \$ 7,770,865 | \$ 1,913,317 | \$ 8,094,753 | \$ (271,328) | \$ 8,141,510 | \$ 65,449,119 | \$ 5,143,568 | \$ 70,592,687 |
| Appropriation of 2020 earnings (Note 21) Legal reserve appropriated Cash dividends |
- - |
- - |
161,253 - |
(161,253) (796,000) |
- - |
- - |
- (796,000) |
- - |
- (796,000) |
| Total appropriations | - | - | 161,253 | (957,253) | - | - | (796,000) | - | (796,000) |
| Net income for the nine months ended September 30, 2021 | - | - | - | 9,400,565 | - | - | 9,400,565 | 875,234 | 10,275,799 |
| Other comprehensive income (loss) for the nine months ended September 30, 2021 | - | - | - | - | (463,383) | 2,417,097 | 1,953,714 | 51,329 | 2,005,043 |
| Total comprehensive income (loss) for the nine months ended September 30, 2021 | - | - | - | 9,400,565 | (463,383) | 2,417,097 | 11,354,279 | 926,563 | 12,280,842 |
| Changes in ownership interests in subsidiaries | - | 103,768 | - | - | - | - | 103,768 | 997,624 | 1,101,392 |
| Disposal of investments in equity instruments designated at fair value through other comprehensive income (Notes 8 and 21) |
- | - | - | 74,134 | - | (74,134) | - | - | - |
| Changes in non-controlling interests | - | - | - | - | - | - | - | (148,788) | (148,788) |
| BALANCE, SEPTEMBER 30, 2021 | \$ 39,800,002 | \$ 7,874,633 | \$ 2,074,570 | \$ 16,612,199 | \$ (734,711) | \$ 10,484,473 | \$ 76,111,166 | \$ 6,918,967 | \$ 83,030,133 |
The accompanying notes are an integral part of the consolidated financial statements
CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars) (Reviewed, Not Audited)
| Nine Months Ended September | |||
|---|---|---|---|
| 2021 | 30 2020 |
||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Income before income tax | \$ 12,668,836 |
\$ 1,307,058 |
|
| Adjustments for: | |||
| Depreciation expense | 8,405,591 | 6,781,646 | |
| Amortization expense | 213,992 | 152,765 | |
| Expected credit (gain) loss recognized on accounts receivable | 70,291 | 50,142 | |
| Interest expense | 183,178 | 209,233 | |
| Interest income | (41,364) | (38,323) | |
| Dividend income | (404,364) | (227,534) | |
| Gain from bargain purchase | - | (218,968) | |
| Share of (profit) loss of associates | (199,860) | (64,752) | |
| (Gains) losses on disposal of property, plant and equipment | (166,004) | 5,889 | |
| (Gains) losses on disposal of non-current held for sale assets |
(30,371) | - | |
| (Gains) losses on financial assets or liabilities at fair value through | |||
| profit or loss | 84 | - | |
| Impairment loss on property, plant and equipment | 782,949 | - | |
| (Gains) loss on disposal of intangible assets | 4,803 | - | |
| (Gains) losses on other items | - | (5) | |
| Changes in operating assets and liabilities | |||
| (Increase) decrease in financial assets and liabilities at fair value | |||
| through profit or loss | 21,631 | 17,336 | |
| (Increase) decrease in notes and accounts receivable | (2,601,690) | (1,115,621) | |
| (Increase) decrease in accounts receivable due from related parties | (612,832) | 7,776 | |
| (Increase) decrease in other receivables | 228,715 | (118,930) | |
| (Increase) decrease in inventories | (1,129,584) | 588,715 | |
| (Increase) decrease in other current assets | (355,291) | 61,238 | |
| (Increase) decrease in other non-current assets | (1,142) | (2,970) | |
| Increase (decrease) in notes and accounts payable | 137,973 | (156,079) | |
| Increase (decrease) in accounts payable due to related parties | (225,798) | (807,886) | |
| Increase (decrease) in other payables | 2,120,481 | 105,684 | |
| Increase (decrease) in other current liabilities | 176,345 | 79,100 | |
| Increase (decrease) in other non-current liabilities | (258,072) | (40,472) | |
| Cash flows generated by (used in) operations | 18,988,497 | 6,575,042 | |
| Interest received | 36,461 | 44,547 | |
| Dividends received | 404,364 | 227,534 | |
| Interest paid | (364,734) | (338,247) | |
| Income taxes paid | (529,856) | (80,845) | |
| Net cash flows generated by (used in) operating activities | 18,534,732 | 6,428,031 |
(Continued)
CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars) (Reviewed, Not Audited)
| Nine Months Ended September | 30 | |||
|---|---|---|---|---|
| 2021 | 2020 | |||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||
| Acquisition of financial assets at fair value through profit or loss Acquisitions of financial assets at fair value through other |
\$ | (55,129) | \$ | - |
| comprehensive income Proceeds from disposal of financial assets at fair value through other |
(169,189) | (535,772) | ||
| comprehensive income | 235,167 | 656,226 | ||
| Proceeds from capital reduction of financial assets at fair value through other comprehensive income |
4,500 | 2,250 | ||
| Net cash flow from acquisition of subsidiaries | (77,934) | (6,928,207) | ||
| Proceeds from disposal of non-current held for sale assets | 279,897 | - | ||
| Acquisitions of property, plant and equipment | (6,947,199) | (6,332,205) | ||
| Proceeds from disposal of property, plant and equipment | 948,527 | 15,349 | ||
| (Increase) decrease in refundable deposits | 465,752 | 7,338 | ||
| (Increase) decrease in other receivables - time deposits |
3,188 | 146,046 | ||
| Acquisitions of intangible assets | (200,645) | (372,421) | ||
| Net cash flows generated by (used in) investing activities | (5,513,065) | (13,341,396) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||
| Increase (decrease) in short-term borrowings | (270,422) | 591,112 | ||
| Proceeds from long-term borrowings | 1,700,000 | 5,100,000 | ||
| Repayments of long-term borrowings | (2,100,000) | (2,247,040) | ||
| Cash dividends paid | (796,000) | (398,000) | ||
| Proceeds from issuing bonds | - | 1,998,428 | ||
| Change in non-controlling interests Repayments of lease liabilities |
(148,788) (287,258) |
(132,665) (171,564) |
||
| Net cash flows generated by (used in) financing activities | (1,902,468) | 4,740,271 | ||
| EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH | ||||
| EQUIVALENTS | (523,107) | (59,018) | ||
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
10,596,092 | (2,232,112) | ||
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD |
11,744,306 | 11,467,907 | ||
| CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD | \$ | 22,340,398 | \$ | 9,235,795 |
The accompanying notes are an integral part of the consolidated financial statements. (Concluded)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise) (Reviewed, Not Audited)
1. GENERAL INFORMATION
Winbond Electronics Corporation (the "Company") was incorporated in the Republic of China (ROC) on September 29, 1987 and is engaged in the design, development, manufacture and marketing of Very Large Scale Integration (VLSI) integrated circuits (ICs) used in a variety of microelectronic applications.
The Company's shares have been listed on the Taiwan Stock Exchange Corporation since October 18, 1995. Walsin Lihwa Corporation is a major shareholder of the Company and held approximately 22% ownership interest in the Company as of September 30, 2021 and 2020.
2. APPROVAL OF FINANCIAL STATEMENTS
The consolidated financial statements were approved by the board of directors on November 4, 2021.
3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS
a. Initial application of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, the "IFRSs") endorsed and issued into effect by the Financial Supervisory Commission (FSC).
The initial application of the IFRSs endorsed and issued into effect by the FSC did not have material impact on the Group's accounting policies.
b. The IFRSs endorsed by the FSC for application starting from 2022
| New IFRSs | Effective Date Announced by IASB |
|---|---|
| "Annual Improvements to IFRS Standards 2018-2020" | January 1, 2022 (Note 1) |
| Amendments to IFRS 3 "Reference to the Conceptual Framework" | January 1, 2022 (Note 2) |
| Amendments to IAS 16 "Property, Plant and Equipment - Proceeds |
January 1, 2022 (Note 3) |
| before Intended Use" | |
| Amendments to IAS 37 "Onerous Contracts - Cost of Fulfilling a |
January 1, 2022 (Note 4) |
| Contract" |
Note 1: The amendments to IFRS 9 will be applied prospectively to modifications and exchanges of financial liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 "Agriculture" will be applied prospectively to the fair value measurements on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 "First-time Adoptions of IFRSs" will be applied retrospectively for annual reporting periods beginning on or after January 1, 2022.
Note 2: The amendments are applicable to business combinations for which the acquisition date is on or after the beginning of the annual reporting period beginning on or after January 1, 2022.
- Note 3: The amendments are applicable to property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.
- Note 4: The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.
As of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Group's financial position and financial performance and will disclose the relevant impact when the assessment is completed.
c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC
| New IFRSs | Effective Date Announced by IASB (Note 1) |
|---|---|
| Amendments to IFRS 10 and IAS 28 "Sale or Contribution of Assets | To be determined by IASB |
| between An Investor and Its Associate or Joint Venture" | |
| IFRS 17 "Insurance Contracts" | January 1, 2023 |
| Amendments to IFRS 17 "Insurance Contracts" |
January 1, 2023 |
| Amendments to IAS 1 "Classification of Liabilities as Current or | January 1, 2023 |
| Non-current" | |
| Amendments to IAS 1 "Disclosure of Accounting Policies" |
January 1, 2023 (Note 2) |
| Amendments to IAS 8 "Definition of Accounting Estimates" |
January 1, 2023 (Note 3) |
| Amendments to IAS 12 "Deferred Tax related to Assets and | January 1, 2023 (Note 4) |
| Liabilities arising from a Single Transaction" |
- Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.
- Note 2: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.
- Note 3: The amendments are applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.
- Note 4: Except that deferred taxes will be recognized on January 1, 2022 for temporary differences associated with leases and decommissioning obligations, the amendments will be applied prospectively to transactions that occur on or after January 1, 2022.
Amendments to IAS 12 "Deferred Tax related to Assets and Liabilities Arising from a Single Transaction"
The amendments clarify that the initial recognition exemption under IAS 12 does not apply to transactions in which equal taxable and deductible temporary differences arise on initial recognition. The Group will recognize a deferred tax asset (to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilized) and a deferred tax liability for all deductible and taxable temporary differences associated with leases and decommissioning obligations on January 1, 2022, and recognize the cumulative effect of initial application in retained earnings at that date. The Group will apply the amendments prospectively to transactions other than leases and decommissioning obligations that occur on or after January 1, 2022.
Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Group's financial position and financial performance and will disclose the relevant impact when the assessment is completed.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Except for the following significant accounting policies, please refer to the consolidated financial statements for the year ended December 31, 2020.
Statement of Compliance
These interim consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IAS 34 "Interim Financial Reporting" as endorsed and issued into effect by the FSC. Disclosure information included in the interim consolidated financial statements do not present all the disclosures required for a complete set of annual financial statements.
Basis of Preparation
The consolidated financial statements have been prepared on the historical cost basis except for financial instruments and defined benefit liabilities which are measured at the present value of the defined benefit obligation less the fair value of plan assets. Historical cost is generally based on the fair value of the consideration given in exchange for assets.
Basis of Consolidation
a. Principles for preparing consolidated financial statements
The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company. Income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated statement of comprehensive income from the effective dates of acquisitions up to the effective dates of disposals, as appropriate. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Company. All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation.
Attribution of total comprehensive income to non-controlling interests
Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
Changes in the Group's ownership interests in existing subsidiaries
Changes in the Group's ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Company.
b. Subsidiaries included in consolidated financial statements
| % of Ownership | |||||
|---|---|---|---|---|---|
| Investor | Investee | Main Business | September 30, 2021 |
December 31, 2020 |
September 30, 2020 |
| The Company | Winbond International Corporation ("WIC") |
Investment holding | 100.00 | 100.00 | 100.00 |
| WIC | Winbond Electronics Corporation America ("WECA") |
Design, sales and service of semiconductor |
100.00 | 100.00 | 100.00 |
| The Company | Landmark Group Holdings Ltd. ("Landmark") |
Investment holding | 100.00 | 100.00 | 100.00 |
| Landmark | Winbond Electronics Corporation Japan ("WECJ") |
Research, development, sales and after-sales service of semiconductor |
100.00 | 100.00 | 100.00 |
| Landmark The Company |
Peaceful River Corp. ("PRC") (Note 1) Winbond Electronics (HK) Limited |
Investment holding Sales of semiconductor and investment |
- 100.00 |
- 100.00 |
100.00 100.00 |
| WEHK | ("WEHK") Winbond Electronics (Suzhou) Limited ("WECN") |
holding Design, development and marketing of VLSI integrated ICs |
100.00 | 100.00 | 100.00 |
| The Company | Pine Capital Investment Limited ("PCI") | Investment holding | 100.00 | 100.00 | 100.00 |
| The Company | Winbond Technology LTD ("WTL") | Design and service of semiconductor | 100.00 | 100.00 | 100.00 |
| The Company | Callisto Holdings Limited ("Callisto") | Electronic commerce and investment holding |
100.00 | 100.00 | 100.00 |
| Callisto | Callisto Technology Limited ("CTL") | Electronic commerce and investment holding |
100.00 | 100.00 | 100.00 |
| The Company | Winbond Electronics Germany GmbH ("WEG") |
Marketing service of semiconductor | 100.00 | 100.00 | 100.00 |
| The Company | Great Target Development Ltd. ("GTD") | Investment holding | 100.00 | 100.00 | 100.00 |
| GTD | GLMTD Technology Private Limited ("GLMTD") |
Sales and service of semiconductor | 99.99 | 99.99 | 99.99 |
| The Company | Nuvoton Technology Corporation ("NTC") (Note 2) |
Research, design, development, manufacture and marketing of Logic IC, 6 inch wafer product, test, and OEM |
52.00 | 55.00 | 60.00 |
| NTC | Marketplace Management Limited ("MML") |
Investment holding | 100.00 | 100.00 | 100.00 |
| MML | Goldbond LLC ("GLLC") | Investment holding | 100.00 | 100.00 | 100.00 |
| GLLC | Nuvoton Electronics Technology (Shanghai) Limited ("NTSH") |
Provide project of sale in China and repairing, testing and consulting of software and leasing business |
100.00 | 100.00 | 100.00 |
| GLLC | Winbond Electronics (Nanjing) Ltd. ("WENJ") |
Computer software service (except I.C. design) |
100.00 | 100.00 | 100.00 |
| NTSH | Song Zhi Electronics Technology (Suzhou) ("Song Zhi Suzhou") |
Provide development, consult and equipment lease of semiconductor |
100.00 | - | - |
| NTC | Nuvoton Technology Corp. America ("NTCA") |
Design, sales and service of semiconductor |
100.00 | 100.00 | 100.00 |
| NTC | Nuvoton Investment Holding Ltd. ("NIH") | Investment holding | 100.00 | 100.00 | 100.00 |
| NIH NTC |
Nuvoton Technology Israel Ltd. ("NTIL") Nuvoton Electronics Technology (H.K.) Limited ("NTHK") |
Design and service of semiconductor Sales of semiconductor |
100.00 100.00 |
100.00 100.00 |
100.00 100.00 |
| NTHK | Nuvoton Electronics Technology (Shenzhen) Limited ("NTSZ") |
Computer software service (except I.C. design), wholesale business for |
100.00 | 100.00 | 100.00 |
| computer, supplement and software | |||||
| NTC | Song Yong Investment Corporation ("SYI") | Investment holding | 100.00 | 100.00 | 100.00 |
| NTC NTC |
Nuvoton Technology India Private Limited ("NTIPL") Nuvoton Technology Singapore Pte. Ltd. |
Design, sales and service of semiconductor Design, sales and service of |
100.00 100.00 |
100.00 100.00 |
100.00 100.00 |
| NTC | ("NTSPL") Nuvoton Technology Korea Limited |
semiconductor Design, sales and service of |
100.00 | 100.00 | 100.00 |
| NTC | ("NTKR") Nuvoton Technology Holdings Japan |
semiconductor Investment holding |
100.00 | 100.00 | 100.00 |
| NTHJ | ("NTHJ") (Note 3) Nuvoton Technology Corporation Japan |
Design, sales and service of | 100.00 | 100.00 | 100.00 |
| NTCJ | ("NTCJ", former "PSCS") (Note 3) Atfields Manufacturing Technology |
semiconductor Design and service of semiconductor |
100.00 | 100.00 | 100.00 |
| Corporation ("AMTC", former "PIDE") (Note 3) |
|||||
| NTCJ | Miraxia Edge Technology Corporation ("METC", former "PIDST") (Note 3) |
Design and service of semiconductor | 100.00 | 100.00 | 100.00 |
Note 1: PRC completed the liquidation and legal procedures in November 2020. The date of dissolution was on November 26, 2020.
- Note 2: In May 2020, NTC issued 20 thousand units of unsecured convertible bonds in Taiwan. During 2021, due to the conversion of unsecured convertible bonds by the bondholders, the ownership directly held by the Company dropped to 52% as of September 30, 2021.
- Note 3: NTC purchased the semiconductor business of Panasonic Corporation on September 1, 2020 and held NTHJ, NTCJ (former "PSCS"), AMTC (former "PIDE"), and METC (former "PIDST") with 100% ownership. Refer to Note 28 to the consolidated financial statements.
Other Significant Accounting Policies
a. Retirement benefits
Pension cost for an interim period is calculated on a year-to-date basis by using the actuarially determined pension cost rate at the end of the period adjusted for significant market fluctuations since that time and for significant plan amendments, settlements, or other significant one-off events.
b. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax. Interim period income taxes are assessed on an annual basis and calculated by applying to an interim period's pre-tax income tax rate that would be applicable to expected total annual earnings.
5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Group's accounting policies, management is required to make judgments, estimations and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.
The Group considers the recent development of the COVID-19 in Taiwan and its economic environment implications when making its critical accounting estimates in cash flow projections, growth rate, discount rate, profitability, etc. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revisions affect only that period or in the period of the revisions and future periods if the revisions affect both current and future periods.
The Group's critical accounting judgments and key sources of estimation uncertainty are referenced to the consolidated financial statements for the year ended December 31, 2020.
6. CASH AND CASH EQUIVALENTS
| September 30, | December 31, | September 30, | |
|---|---|---|---|
| 2021 | 2020 | 2020 | |
| Cash and deposits in banks Repurchase agreements collateralized by bonds |
\$ 19,657,391 2,683,007 |
\$ 9,311,306 2,433,000 |
\$ 8,679,595 556,200 |
| \$ | \$ | \$ | |
| 22,340,398 | 11,744,306 | 9,235,795 |
a. The Group has time deposits pledged to secure land and building leases, customs tariff obligations, borrowings and sales deposits which are reclassified to "other non-current assets". Time deposits pledged as security at the end of the reporting period were as follows:
| September 30, | December 31, | September 30, | |
|---|---|---|---|
| 2021 | 2020 | 2020 | |
| Time deposits | \$ | \$ | \$ |
| 233,656 | 773,119 | 218,246 |
b. The Group has partial time deposits which were not held for the purpose of meeting short-term cash commitments and are reclassified to "other receivables". These partial time deposits at the end of the reporting period were as follows (refer to Note 10 to the consolidated financial statements):
| September 30, | December 31, | September 30, | |
|---|---|---|---|
| 2021 | 2020 | 2020 | |
| Time deposits | \$ | \$ | \$ |
| 194,301 | 197,489 | 301,679 |
7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
| September 30, 2021 |
December 31, 2020 |
September 30, 2020 |
|
|---|---|---|---|
| Financial assets at FVTPL - current |
|||
| Derivative financial assets (not under hedge accounting) |
|||
| Forward exchange contracts | \$ 12,948 |
\$ 33,531 |
\$ 50,260 |
| Foreign exchange swap contracts Right of redemption of convertible bonds |
- | 8,977 | 4,066 |
| (Note 18) | 1,806 | 9,095 | 7,532 |
| Non-derivative financial assets | |||
| Overseas unlisted stocks | 55,700 | - | - |
| Mutual funds | 55,045 | - | - |
| \$ 125,499 |
\$ 51,603 |
\$ 61,858 |
|
| Financial liabilities at FVTPL - current |
|||
| Derivative financial assets (not under hedge accounting) |
|||
| Forward exchange contracts | \$ 2,634 |
\$ 3,191 |
\$ - |
a. At the date of balance sheet, the outstanding derivative foreign exchange contracts not under hedge accounting were as follows:
| September 30, 2021 | Currencies | Maturity Date | Contract Amount (In Thousands) |
|---|---|---|---|
| Sell forward exchange contracts | USD to NTD | 2021.10.01-2021.12.17 | USD382,000/NTD10,625,766 |
| Sell forward exchange contracts | RMB to NTD | 2021.10.15-2021.10.29 | RMB47,000/NTD201,875 |
| December 31, 2020 | |||
| Sell forward exchange contracts | USD to NTD | 2021.01.08-2021.03.26 | USD187,000/NTD5,307,824 |
| Sell forward exchange contracts | RMB to NTD | 2021.01.08-2021.02.19 | RMB54,000/NTD232,017 |
| Buy forward exchange contracts | NTD to USD | 2021.01.27-2021.03.17 | NTD1,361,320/USD49,000 |
| Foreign exchange swap contracts | USD to NTD | 2021.01.15-2021.03.19 | USD65,000/NTD1,847,107 |
| September 30, 2020 | |||
| Sell forward exchange contracts | USD to NTD | 2020.10.05-2020.12.18 | USD211,000/NTD6,178,065 |
| Sell forward exchange contracts | RMB to NTD | 2020.10.16-2020.12.18 | RMB294,500/NTD1,245,399 |
| Buy forward exchange contracts | NTD to USD | 2020.10.16-2020.12.08 | NTD1,425,030/USD49,000 |
| Foreign exchange swap contracts | USD to NTD | 2020.11.06-2020.12.04 | USD36,000/NTD1,046,930 |
- b. The redemption right of convertible bonds was the result of the issuance of unsecured bonds by NTC in the second quarter of 2020, refer to Note 18 to the consolidated financial statements.
- c. The Group entered into derivative financial instruments contracts to manage exposures to exchange rate fluctuations of foreign currency denominated assets and liabilities. The derivative financial instruments contracts entered into by the Group did not meet the criteria of hedge accounting; therefore, the Group did not apply hedge accounting treatment.
8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
Equity instruments at FVTOCI:
| September 30, 2021 |
December 31, 2020 |
September 30, 2020 |
|
|---|---|---|---|
| Domestic listed and emerging stocks | |||
| Walsin Lihwa Corporation | \$ 5,594,400 |
\$ 4,284,600 |
\$ 3,563,100 |
| Walsin Technology Corporation | 1,315,818 | 1,982,327 | 1,328,718 |
| Hannstar Display Corporation | 2,280,003 | 1,845,003 | 1,272,002 |
| Walton Advanced Engineering Inc. | 858,574 | 690,864 | 491,615 |
| Nyquest Technology Co., Ltd. | 245,025 | 80,685 | 56,843 |
| Brightek Optoelectronic Co., Ltd. | 1,767 | 894 | 801 |
| Domestic unlisted stocks | |||
| United Industrial Gases Co., Ltd. | 422,400 | 396,000 | 422,400 |
| Yu-Ji Venture Capital Co., Ltd. | 10,193 | 14,479 | 11,992 |
| Harbinger III Venture Capital Corp. | 113 | 107 | 106 |
| Others | 19,580 | 17,970 | 17,450 |
| Overseas listed stocks | |||
| Tower Semiconductor LTD. | - | 232,110 | 469,902 |
| Everspin Technologies, Inc. | 47,433 | 34,433 | 54,917 |
| Overseas unlisted stocks |
|||
| Autotalks Ltd. - Preferred E. Share |
557,000 | 569,600 | 582,000 |
| Tower Partners Semiconductor Co., Ltd. | |||
| ("TPSCo.") | 1,250,726 | 512,812 | 450,882 |
| JVP VIII, L.P. | 413,660 | 239,869 | 228,608 |
| JVP X Funds | 167,100 | 106,800 | - |
| Kneron Holding Company | - | 56,960 | - |
| TEGNA Electronics Private Limited | 11,257 | 11,701 | 11,839 |
| Symetrix Corporation - preferred A shares |
- | - | - |
| \$ 13,195,049 |
\$ 11,077,214 |
\$ 8,963,175 |
|
| Current | \$ 10,096,228 |
\$ 8,837,227 |
\$ 6,710,352 |
| Non-current | 3,098,821 | 2,239,987 | 2,252,823 |
| \$ 13,195,049 |
\$ 11,077,214 |
\$ 8,963,175 |
These investments in equity instruments are held for medium to long-term strategic purposes. Accordingly, the management decided to designate these investments in equity instruments as at FVTOCI as they believe that recognizing short-term fluctuations in these investments' fair value in profit or loss would not be consistent with the Group's strategy of holding these investments for long-term purposes.
For the nine months ended September 30, 2021 and 2020, the Group disposed the shares for the adjustment of the investment position. The unrealized gains on financial assets at fair value through other comprehensive income of NT\$74,134 thousand and NT\$268,846 thousand were transferred to retained earnings, respectively.
For the three months ended and nine months ended September 30, 2021 and 2020, the dividend income were NT\$342,364 thousand and NT\$159,840 thousand, NT\$404,364 thousand and NT\$227,534 thousand, respectively. The dividend income were all related to investments held at September 30, 2021 and 2020.
NTC acquired the Preferred A Shares of the Symetrix Corporation through the combination of Panasonic semiconductor business on September 1, 2020. The entitled rights of the Preferred A Shares were as follows:
- a. Each Preferred A Share grants its holder a number of votes equal to the number of votes per ordinary share.
- b. In the event of liquidation, the Preferred A Shares shall be prior to ordinary shares.
- c. The investor shall have the right to nominate board directors.
- d. The conversion rights (Each Preferred A Share converts ten ordinary shares).
9. NOTES AND ACCOUNTS RECEIVABLE
| September 30, 2021 |
December 31, 2020 |
September 30, 2020 |
||||
|---|---|---|---|---|---|---|
| Notes receivable | \$ | - | \$ | 262 | \$ | - |
| Accounts receivable | ||||||
| At amortized cost Gross carrying amount Less: Allowance for impairment loss |
12,575,828 (322,458) |
9,973,875 (266,759) |
10,577,178 (179,082) |
|||
| \$ 12,253,370 |
\$ | 9,707,378 | \$ | 10,398,096 |
The average credit period of sales of goods was 30 to 60 days. No interest was charged on accounts receivable. The Group adopted a policy of only dealing with entities that are rated the equivalent of investment grade or higher and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. Credit rating information is supplied by independent rating agencies where available and, if not available, the Group uses other publicly available financial information and its own trading records to rate its major customers. The Group's exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties. Credit exposure is controlled by counterparty limits that are reviewed and approved annually.
In order to minimize credit risk, the management of the Group has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Group reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate allowance is made for possible irrecoverable amounts. In this regard, the management believes the Group's credit risk was significantly reduced.
The Group applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which permits the use of lifetime expected loss provision for all accounts receivable. The expected credit losses on accounts receivable are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor's current financial position, adjusted for general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date. The Group estimates expected credit losses based on past due days. As the Group's historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished between the Group's different customer base.
The Group writes off accounts receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. For accounts receivable that have been written off, the Group continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognized in profit or loss.
The following table details the loss allowance of accounts receivable based on the Group's provision matrix.
| Not Overdue | Overdue under 30 Days |
Overdue 31-90 Days |
Overdue 91-180 Days |
Over 180 Days | Total | |
|---|---|---|---|---|---|---|
| Expected credit loss rate | 0.1-2% | 2% | 10% | 20% | 50-100% | |
| Gross carrying amount Loss allowance (Lifetime ECL) |
\$ 12,319,339 (198,423) |
\$ 120,530 (2,411) |
\$ 6,873 (687) |
\$ 29 (6) |
\$ 129,057 (120,931) |
\$ 12,575,828 (322,458) |
| Amortized cost | \$ 12,120,916 | \$ 118,119 |
\$ 6,186 |
\$ 23 |
\$ 8,126 |
\$ 12,253,370 |
| December 31, 2020 | ||||||
| Not Overdue | Overdue under 30 Days |
Overdue 31-90 Days |
Overdue 91-180 Days |
Over 180 Days | Total | |
| Expected credit loss rate | 0.1-2% | 2% | 10% | 20% | 50-100% | |
| Gross carrying amount Loss allowance (Lifetime ECL) |
\$ 9,663,403 (134,523) |
\$ 143,331 (2,867) |
\$ 41,969 (4,197) |
\$ - - |
\$ 125,172 (125,172) |
\$ 9,973,875 (266,759) |
| Amortized cost | \$ 9,528,880 |
\$ 140,464 |
\$ 37,772 |
\$ - |
\$ - |
\$ 9,707,116 |
September 30, 2021
September 30, 2020
| Not Overdue | Overdue under 30 Days |
Overdue 31-90 Days |
Overdue 91-180 Days |
Over 180 Days | Total | |
|---|---|---|---|---|---|---|
| Expected credit loss rate | 0.1-2% | 2% | 10% | 20% | 50-100% | |
| Gross carrying amount Loss allowance (Lifetime ECL) |
\$ 10,393,036 (157,343) |
\$ 44,656 (893) |
\$ 70,510 (7,051) |
\$ 68,976 (13,795) |
\$ - - |
\$ 10,577,178 (179,082) |
| Amortized cost | \$ 10,235,693 | \$ 43,763 |
\$ 63,459 |
\$ 55,181 |
\$ - |
\$ 10,398,096 |
The movements of loss allowance of accounts receivable were as follows:
| Nine Months Ended September 30 | ||
|---|---|---|
| 2021 | 2020 | |
| Balance at January 1 | \$ 266,759 |
\$ 148,353 |
| Add: Acquisitions through business combinations | - | 806 |
| Add: Recognized impairment loss | 70,291 | 50,142 |
| Less: Amounts written off | - | (18,844) |
| Effect of exchange rate changes | (14,592) | (1,375) |
| Balance at September 30 | \$ 322,458 |
\$ 179,082 |
Refer to Note 30 to the consolidated financial statements for details of NTC's factoring agreements for accounts receivable.
10. OTHER RECEIVABLES
| September 30, 2021 |
December 31, 2020 |
September 30, 2020 |
||||
|---|---|---|---|---|---|---|
| Business tax refund receivable | \$ | 359,660 | \$ | 367,130 | \$ | 553,422 |
| Time deposits (Note 6) | 194,301 | 197,489 | 301,679 | |||
| Technical service receivables | 137,975 | 175,667 | 181,891 | |||
| Royalty receivables | 116,893 | 425,453 | 334,783 | |||
| Receivables for acquisition price adjustment | - | 520,890 | 520,890 | |||
| Pension payments on behalf of another party | - | - | 286,411 | |||
| Others | 476,484 | 286,955 | 484,010 | |||
| \$ | 1,285,313 | \$ | 1,973,584 | \$ | 2,663,086 |
11. INVENTORIES
| September 30, | December 31, | September 30, | |
|---|---|---|---|
| 2021 | 2020 | 2020 | |
| Finished goods | \$ | \$ | \$ |
| 3,534,301 | 3,214,933 | 3,797,739 | |
| Work-in-process | 10,772,178 | 9,988,731 | 9,662,472 |
| Raw materials and supplies | 952,413 | 931,989 | 896,319 |
| Inventories in transit | 12,106 | 5,761 | - |
| \$ | \$ | \$ | |
| 15,270,998 | 14,141,414 | 14,356,530 |
a. Operating costs for the three months ended and nine months ended September 30, 2021 and 2020 included inventory (reversal of) write-downs for the decline in market value, obsolescence and scrap of inventories were NT\$(54,673) thousand, NT\$(35,077) thousand, NT\$742,097 thousand and NT\$(212,369) thousand, respectively.
b. Unallocated fixed manufacturing costs recognized as cost of sales for the three months ended and nine months ended, September 30, 2021 and 2020, were NT\$193,860 thousand, NT\$192,708 thousand, NT\$460,466 thousand and NT\$538,030 thousand, respectively.
12. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD
Investments in Associates
| September 30, | December 31, | September 30, | |
|---|---|---|---|
| 2021 | 2020 | 2020 | |
| Associates that are not individually material | \$ | \$ | \$ |
| Chin Xin Investment Co., Ltd. | 7,003,833 | 6,211,869 | 3,982,169 |
| Hwa Bao Botanic Conservation Corp. | 28,830 | 29,920 | 707 |
| \$ | \$ | \$ | |
| 7,032,663 | 6,241,789 | 3,982,876 |
On September 24, 2020, the board of directors of Hwa Bao Botanic Conservation Corp. ("Hwa Bao") resolved to issue 19,500 thousand ordinary shares, which increased the share capital issued. The Company subscribed 2,925 thousand shares of the ordinary shares with a par value of NT\$10. As of September 30, 2021, the Company held 3,000 thousand shares of Hwa Bao and owned 15% of directly ownership interest; because the main shareholders of Hwa Bao is Chin Xin Investment Co., Ltd., and its ownership interest were 70%. The Company accounted for the equity investment in Hwa Bao using equity method for its consolidated ownership interest of Hwa Bao was 41%.
As of September 30, 2021, the Company held 182,841 thousand shares of Chin Xin Investment Co., Ltd. with a 38% ownership interest.
The Group's investments accounted for using equity method and the shares of profit or loss and other comprehensive income of those investments for the nine months ended September 30, 2021 and 2020 were based on the associates' financial statements reviewed by independent auditors.
13. PROPERTY, PLANT AND EQUIPMENT
| September 30, 2021 |
December 31, 2020 |
September 30, 2020 |
|
|---|---|---|---|
| Land | \$ 3,103,107 |
\$ 3,322,387 |
\$ 3,318,326 |
| Buildings | 12,221,149 | 13,339,927 | 13,642,968 |
| Machinery and equipment | 28,476,950 | 34,238,232 | 35,322,385 |
| Other equipment | 949,468 | 947,273 | 971,491 |
| Construction in progress and prepayments for | |||
| purchase of equipment | 15,245,193 | 9,604,697 | 8,629,287 |
| \$ 59,995,867 |
\$ 61,452,516 |
\$ 61,884,457 |
| Land | Buildings | Machinery and Equipment |
Other Equipment | Construction in Progress and Prepayments for Purchase of Equipment |
Total | |||
|---|---|---|---|---|---|---|---|---|
| Cost | ||||||||
| Balance at January 1, 2021 Additions |
\$ 3,322,387 - |
\$ 50,113,861 228,042 |
\$ 182,256,279 | 1,827,984 | \$ 7,750,795 326,062 |
\$ 9,639,168 5,873,706 |
\$ 253,082,490 | 8,255,794 |
| Business combinations - subsequent adjustment of fair values |
- | - | 437,628 | - | - | 437,628 | ||
| Disposals | - | (8,297) | (1,822,705) | (97,131) | - | (1,928,133) | ||
| Reclassified | - | 106,919 | 133,608 | 11,078 | (251,605) | - | ||
| Effect of exchange rate changes | (219,280) | (1,955,931) | (5,059,402) | (359,072) | (16,076) | (7,609,761) | ||
| Balance at September 30, 2021 | \$ 3,103,107 |
\$ 48,484,594 |
\$ 177,773,392 | \$ 7,631,732 |
\$ 15,245,193 |
\$ 252,238,018 (Continued) |
| Land | Buildings | Machinery and Equipment |
Other Equipment | Construction in Progress and Prepayments for Purchase of Equipment |
Total | |
|---|---|---|---|---|---|---|
| Accumulated depreciation and impairment |
||||||
| Balance at January 1, 2021 Depreciation expense Disposals Impairment loss Reclassified Effect of exchange rate changes |
\$ - - - - - - |
\$ 36,773,934 1,242,469 (8,272) - 79 (1,744,765) |
\$ 148,018,047 6,509,074 (1,056,978) 782,949 31,168 (4,987,818) |
\$ 6,803,522 286,294 (80,360) - 428 (327,620) |
\$ 34,471 - - - (31,675) (2,796) |
\$ 191,629,974 8,037,837 (1,145,610) 782,949 - (7,062,999) |
| Balance at September 30, 2021 | \$ - |
\$ 36,263,445 |
\$ 149,296,442 | \$ 6,682,264 |
\$ - |
\$ 192,242,151 |
| Cost | ||||||
| Balance at January 1, 2020 Acquisitions through business combinations Additions Disposals Reclassified Effect of exchange rate changes |
\$ 1,122,431 2,223,578 - - - (27,683) |
\$ 29,554,461 19,948,652 474,413 (7,940) 290,287 (236,866) |
\$ 126,895,051 52,749,498 3,567,283 (754,641) 244,765 (608,236) |
\$ 4,101,447 3,592,196 209,144 (56,342) 5,671 (48,705) |
\$ 7,573,498 110,089 2,686,827 - (1,704,968) (1,682) |
\$ 169,246,888 78,624,013 6,937,667 (818,923) (1,164,245) (923,172) |
| Balance at September 30, 2020 | \$ 3,318,326 |
\$ 50,023,007 |
\$ 182,093,720 | \$ 7,803,411 |
\$ 8,663,764 |
\$ 251,902,228 |
| Accumulated depreciation and impairment |
||||||
| Balance at January 1, 2020 Acquisitions through business combinations Depreciation expense Disposals Reclassified Effect of exchange rate changes |
\$ - - - - - - |
\$ 17,948,607 17,667,303 980,508 (7,722) - (208,657) |
\$ 90,955,957 51,732,718 5,419,392 (741,977) 1,294 (596,049) |
\$ 3,365,210 3,384,282 174,044 (47,986) - (43,630) |
\$ - 36,176 - - (1,294) (405) |
\$ 112,269,774 72,820,479 6,573,944 (797,685) - (848,741) |
| Balance at September 30, 2020 | \$ - |
\$ 36,380,039 |
\$ 146,771,335 | \$ 6,831,920 |
\$ 34,477 |
\$ 190,017,771 (Concluded) |
- a. As of September 30, 2021, December 31, 2020 and September 30, 2020, the carrying amounts of NT\$20,707,726 thousand, NT\$22,133,327 thousand and NT\$23,067,601 thousand of property, plant and equipment were pledged to secure long-term borrowings and corporate bonds.
- b. Information about capitalized interest
| Three Months Ended September 30 |
Nine Months Ended September 30 |
|||
|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |
| Capitalized interest amounts | \$ 65,960 |
\$ 47,553 |
\$ 173,230 |
\$ 123,988 |
| Capitalized interest rates | 1.79% | 1.79% | 1.79% | 1.79% |
c. In the third quarter of 2021, the Group recognized an impairment loss of NT\$782,949 thousand for certain machinery and equipment which will not be used in the future after evaluation.
14. LEASE ARRANGEMENTS
a. Right-of-use assets
| September 30, 2021 |
December 31, 2020 |
September 30, 2020 |
||||||
|---|---|---|---|---|---|---|---|---|
| Carrying amounts | ||||||||
| Land Buildings Machinery and equipment Other equipment |
\$ | 1,744,964 296,304 797,489 33,750 |
\$ | 1,825,502 382,761 940,670 51,399 |
\$ | 1,835,215 395,476 956,753 58,822 |
||
| \$ | 2,872,507 | \$ | 3,200,332 | \$ | 3,246,266 | |||
| Three Months Ended | September 30 | Nine Months Ended | September 30 | |||||
| 2021 | 2020 | 2021 | 2020 | |||||
| Additions to right-of-use assets Additions Acquisitions through |
\$ - |
\$ | 56,185 | \$ | 24,966 | \$ | 159,999 | |
| business combinations | - | 997,787 | - | 997,787 | ||||
| \$ - |
\$ | 1,053,972 | \$ | 24,966 | \$ | 1,157,786 | ||
| Depreciation charge for right-of-use assets |
||||||||
| Land Buildings |
\$ 26,845 30,201 |
\$ | 26,558 26,660 |
\$ | 80,537 91,375 |
\$ | 79,675 78,441 |
|
| Machinery and equipment Other equipment |
16,957 8,131 |
6,231 8,602 |
52,165 24,410 |
6,231 24,821 |
||||
| \$ 82,134 |
\$ | 68,051 | \$ | 248,487 | \$ | 189,168 | ||
| Income from the subleasing of right-of-use assets (recorded as "other income") |
\$ 509 |
\$ | 67 | \$ | 1,543 | \$ | 1,224 | |
| b. | Lease liabilities |
|||||||
| September 30, 2021 |
December 31, 2020 |
September 30, 2020 |
||||||
| Carrying amounts | ||||||||
| Current Non-current |
\$ \$ |
344,789 2,766,172 |
\$ \$ |
388,401 3,119,221 |
\$ \$ |
389,904 3,181,656 |
Range of discount rate for lease liabilities are as follows:
| September 30, 2021 |
December 31, 2020 |
September 30, 2020 |
|
|---|---|---|---|
| Land | 1.76%-2.47% | 1.76%-2.47% | 1.76%-2.47% |
| Buildings | 0.33%-3.75% | 0.33%-3.75% | 0.33%-3.75% |
| Machinery and equipment | 0.26%-0.80% | 0.33%-0.80% | 0.33%-0.80% |
| Other equipment | 0.26%-3.61% | 0.26%-3.61% | 0.33%-3.61% |
For the three months ended and nine months ended September 30, 2021 and 2020, the interest expense under lease liabilities amounted to NT\$14,085 thousand, NT\$13,181 thousand, NT\$43,491 thousand and NT\$39,782 thousand, respectively.
c. Material lease-in activities and terms
NTC leased low-voltage protection equipments in Japan, and the lease terms will expire in 2021 to 2035.
The Company and NTC leased lands from Science Park Bureau, and the lease term will expire in 2023, 2027 and 2037, respectively, which can be extended after the expiration of the lease periods.
NTC leased a land from Taiwan Sugar Corporation under a twenty-year term from October 2014 to September 2034, which can be extended after expiration of the lease periods. The chairman of NTC is a joint guarantor of such lease, refer to Note 31 to the consolidated financial statements.
The Group leased some of the offices in the United States, China, Hong Kong, Japan, Israel, India, Korea and part in Taiwan, and the lease terms will expire between 2021 and 2029 which can be extended after the expiration of the lease periods.
d. Subleases
NTC subleases its right-of-use assets for buildings under operating leases with lease terms of 5 years.
The maturity analysis of lease payments receivable under operating subleases is as follows:
| September 30, | December 31, | September 30, | |
|---|---|---|---|
| 2021 | 2020 | 2020 | |
| Year 1 | \$ | \$ | \$ |
| 2,076 | 1,632 | 1,632 | |
| Year 2 | 2,076 | 1,632 | 1,632 |
| Year 3 | 519 | 1,223 | 1,631 |
| \$ | \$ | \$ | |
| 4,671 | 4,487 | 4,895 |
To reduce the residual asset risk related to the subleased asset at the end of the relevant sublease, the lease contract between NTC and the lessee includes the receipt of the deposits and the compensation for damage due to the lack of management and maintenance.
e. Other lease information
| September 30 | Three Months Ended | Nine Months Ended September 30 |
||
|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |
| Expenses relating to short-term | ||||
| leases | \$ 64,572 |
\$ 7,896 |
\$ 176,904 |
\$ 13,803 |
| Expenses relating to low-value | ||||
| asset leases | \$ 163 |
\$ 221 |
\$ 474 |
\$ 607 |
| Expenses relating to variable | ||||
| lease payments not included | ||||
| in the measurement of lease | ||||
| liabilities | \$ 4,059 |
\$ 5,245 |
\$ 11,929 |
\$ 17,715 |
| Total cash outflow for leases | \$ 175,828 |
\$ 94,564 |
\$ 520,584 |
\$ 243,357 |
The Group leases certain building qualify as short-term leases and certain other equipment qualify as low-value lease. The Group has elected to apply the recognition exemption and thus, did not recognize right-of-use assets and lease liabilities for these leases.
Lease-out arrangements under operating leases for investment properties are set out in Note 15 to the consolidated financial statements.
15. INVESTMENT PROPERTIES
| September 30, | December 31, | September 30, | |
|---|---|---|---|
| 2021 | 2020 | 2020 | |
| Investment properties, net | \$ | \$ | \$ |
| 2,112,852 | 2,466,667 | 2,501,693 |
NTC acquired investment properties in Niigata and Toyama, Japan through business combinations on September 1, 2020. The fair value of such investment properties were NT\$2,503,591 thousand based on the purchase price allocation report. As of September 30, 2021, NTC's management team evaluated the fair value of investment properties and determined that the fair value of the investment properties had not changed significantly.
NTC's other investment properties is in Shen-Zhen, China. As of December 31, 2020 and 2019, the fair value of such investment properties were both approximately NT\$200,000 thousand, which was referred by the neighborhood transactions. As of September 30, 2021 and 2020, NTC's management team evaluated the fair value of investment properties and determined that the fair value of the investment properties had not changed significantly.
| September 30 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Cost | |||
| Balance at January 1 | \$ 9,090,968 |
\$ 98,511 |
|
| Acquisitions through business combinations | - | 9,072,159 | |
| Disposals | (1,176) | - | |
| Effect of exchange rate changes | (889,937) | (104,952) | |
| Balance at September 30 | 8,199,855 | 9,065,718 | |
| (Continued) |
| September 30 | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Accumulated depreciation and impairment | ||||
| Balance at January 1 | \$ 6,624,301 |
\$ 54,304 |
||
| Acquisitions through business combinations | - | 6,568,568 | ||
| Disposals | (1,176) | - | ||
| Depreciation expense | 117,834 | 17,101 | ||
| Effect of exchange rate changes | (653,956) | (75,948) | ||
| Balance at September 30 | 6,087,003 | 6,564,025 | ||
| Investment properties, net | \$ 2,112,852 |
\$ 2,501,693 (Concluded) |
The investment properties were leased out for 3 to 12 years. The lease contracts contain market review clauses in the event that the lessees exercise their options to extend. The lessees do not have bargain purchase options to acquire the investment properties at the expiry of the lease periods.
As of September 30, 2021, the carrying amounts of NT\$448,699 thousand of investment properties of NTC were pledged to secure long-term borrowings.
The maturity analysis of NTC's lease payments receivable under operating leases of investment properties is as follows:
| September 30, 2021 |
December 31, 2020 |
September 30, 2020 |
||||
|---|---|---|---|---|---|---|
| Year 1 | \$ 203,997 |
\$ | 265,390 | \$ | 266,560 | |
| Year 2 | 160,605 | 203,485 | 226,271 | |||
| Year 3 | 160,605 | 178,214 | 179,181 | |||
| Year 4 | 160,605 | 159,218 | 179,181 | |||
| Year 5 | 160,605 | 102,231 | 179,181 | |||
| More than five years | 883,328 | 741,175 | - | |||
| \$ 1,729,745 |
\$ | 1,649,713 | \$ | 1,030,374 |
To reduce the residual asset risk related to the subleased asset at the end of the relevant sublease, the lease contract between NTC and the lessee includes the receipt of the deposits and the compensation for damage due to the lack of management and maintenance.
16. INTANGIBLE ASSETS
| September 30, | December 31, | September 30, | |
|---|---|---|---|
| 2021 | 2020 | 2020 | |
| Deferred technical assets, net Other intangible assets, net |
\$ 623,189 362,115 |
\$ 561,869 329,511 |
\$ 671,966 205,318 |
| \$ | \$ | \$ | |
| 985,304 | 891,380 | 877,284 |
| Deferred Technical Assets |
Other Intangible Assets |
Total | |
|---|---|---|---|
| Cost | |||
| Balance at January 1, 2021 Additions Disposals Effect of exchange rate changes |
\$ 19,550,666 210,786 (5,592) (5,774) |
\$ 1,452,139 97,605 - (129,498) |
\$ 21,002,805 308,391 (5,592) (135,272) |
| Balance at September 30, 2021 | \$ 19,750,086 |
\$ 1,420,246 |
\$ 21,170,332 |
| Accumulated amortization and impairment | |||
| Balance at January 1, 2021 Amortization expenses Disposals Effect of exchange rate changes Balance at September 30, 2021 |
\$ 18,988,797 142,753 (789) (3,864) \$ 19,126,897 |
\$ 1,122,628 45,199 - (109,696) \$ 1,058,131 |
\$ 20,111,425 187,952 (789) (113,560) \$ 20,185,028 |
| Cost | |||
| Balance at January 1, 2020 Additions Acquisitions through business combinations Disposals Effect of exchange rate changes |
\$ 19,088,675 415,625 - - (6,129) |
\$ 58,896 100,576 1,200,865 (2,972) (14,132) |
\$ 19,147,571 516,201 1,200,865 (2,972) (20,261) |
| Balance at September 30, 2020 | \$ 19,498,171 |
\$ 1,343,233 |
\$ 20,841,404 |
| Accumulated amortization and impairment | |||
| Balance at January 1, 2020 Amortization expenses Acquisitions through business combinations Disposals Effect of exchange rate changes |
\$ 18,717,601 113,020 - - (4,416) |
\$ 22,248 13,705 1,117,819 (2,972) (12,885) |
\$ 18,739,849 126,725 1,117,819 (2,972) (17,301) |
| Balance at September 30, 2020 | \$ 18,826,205 |
\$ 1,137,915 |
\$ 19,964,120 |
The amounts of deferred technical assets were the technical transfer fees in connection with certain technical transfer agreements. The above technical assets pertained to different products or process technology. The assets were depreciated on a straight-line basis from the commencement of production or over the estimated useful life of the assets. The estimated useful lives of technical assets were based on the economic benefits generated from the assets or the terms of the technical asset contracts.
17. BORROWINGS
a. Short-term borrowings
| September 30, 2021 | December 31, 2020 | September 30, 2020 | |||||
|---|---|---|---|---|---|---|---|
| Interest Rate | Interest Rate | Interest Rate | |||||
| % | Amount | % | Amount | % | Amount | ||
| Secured borrowings | |||||||
| Bank of Taiwan (Note 6) | - | \$ - |
4.35 | \$ 1,544,910 |
4.35 | \$ 1,291,112 |
|
| CTBC Bank Co., Ltd. | 1.29 | 74,700 | 1.29 | 276,300 | - | - | |
| \$ 74,700 |
\$ 1,821,210 |
\$ 1,291,112 |
|||||
| Unsecured borrowings | |||||||
| DBS Bank (Taiwan) Ltd. | 0.31-0.33 | \$ 805,256 |
- | \$ - |
- | \$ - |
|
| CTBC Bank Co., Ltd. | 0.35-0.40 | 451,056 | - | - | - | - | |
| Taishin International Bank Co., Ltd. |
0.45 | 188,933 | - | - | - | - | |
| Hua Nan Commercial | |||||||
| Bank, Ltd. | 0.48 | 30,843 | - | - | - | - | |
| Taiwan Cooperative Bank | - | - | - | - | 1.00 | 300,000 | |
| \$ 1,476,088 |
\$ - |
\$ 300,000 |
The secured borrowings of CTBC Bank Co., Ltd. are secured and guaranteed by the Company to NTCJ. According to the contract, the Company is required to maintain specific financial covenants, including current ratio, debt ratio and total equity shall not be less than a specific amount every half year. Additionally, the principal and interest coverage ratio should be also maintained every half year. The computations of financial ratios mentioned above will be based on the audited (reviewed) consolidated financial statements.
b. Long-term borrowings
| Period | Interest Rate | September 30, 2021 |
December 31, 2020 |
September 30, 2020 |
|
|---|---|---|---|---|---|
| Secured borrowings | |||||
| Bank of Taiwan syndicated loan (IV) Bank of Taiwan syndicated loan (V) |
2016.08.15-2021.12.29 2019.01.14-2026.09.19 |
1.79%-1.81% 1.89% |
\$ 2,900,000 7,850,000 |
\$ 5,000,000 7,050,000 |
\$ 7,000,000 6,550,000 |
| Unsecured borrowings | |||||
| The Export - Import Bank of ROC | 2019.09.20-2026.09.21 | 0.92% | 500,000 | 500,000 | 500,000 |
| The Export - Import Bank of ROC | 2020.08.25-2027.08.25 | 0.92% | 1,000,000 | 1,000,000 | 1,000,000 |
| Taiwan Cooperative Bank (Note 27) | 2020.12.28-2027.12.15 | 0.50% | 1,000,000 | 1,000,000 | - |
| Chang Hwa Bank (Note 27) | 2021.06.29-2028.06.15 | 0.5%-0.70% | 900,000 | - | - |
| CTBC Bank Co., Ltd. | 2020.08.24-2022.08.24 | 1.58% | - | - | 800,000 |
| Bank of Taiwan | 2020.08.24-2023.08.24 | 1.42% | - | - | 1,000,000 |
| 14,150,000 | 14,550,000 | 16,850,000 | |||
| Less: Current portion | (3,685,000) | (5,000,000) | (4,000,000) | ||
| Less: Syndication agreement | |||||
| management fee | (82,287) | (108,327) | (117,007) | ||
| Less: Government loan discount | (97,430) | (59,828) | - | ||
| (Note 27) | |||||
| \$ 10,285,283 | \$ 9,381,845 |
\$ 12,732,993 |
1) Bank of Taiwan Syndicated Loan (IV)
a) On August 15, 2016, the Company entered into a syndicated loan, with a group of financial institutions, to procure equipment for 12-inch fab, repay bank loans and augment medium-term working capital. The credit line was divided into part A and B, which amounted to NT\$10 billion and NT\$2 billion, respectively; and the total line of credit amounted to NT\$12 billion.
- b) Part A will be repaid every six months from December 29, 2019 until maturity, and part B will be repaid every six months from December 29, 2018 until maturity.
- c) Refer to Note 13 to the consolidated financial statements for collateral on bank borrowings.
- d) The Company is required to maintain certain financial covenants, including current ratio, debt ratio and tangible net equity, on June 30 and December 31 during the tenors of the loans. Additionally, the principal and interest coverage should be also maintained on June 30 and December 31 during the tenors of the loans. The computations of financial ratios mentioned above are done based on the audited (reviewed) consolidated financial statements.
- 2) Bank of Taiwan Syndicated Loan (V)
- a) On January 14, 2019, the Company entered into a syndicated loan, with a group of financial institutions, to procure equipment for fab. The credit line amounted to NT\$42 billion. The principal will be repaid every six months from September 19, 2022 until maturity.
- b) Refer to Note 13 to the consolidated financial statements for collateral on bank borrowings.
- c) The Company is required to maintain certain financial covenants, including current ratio, debt ratio and total equity, on June 30 and December 31 during the tenors of the loans. Additionally, the principal and interest coverage should be also maintained on June 30 and December 31 during the tenors of the loans. The computations of financial ratios mentioned above are done based on the audited (reviewed) consolidated financial statements.
- 3) The proceeds of the unsecured borrowings from the Export-Import Bank of ROC, CTBC Bank Co., Ltd. and Bank of Taiwan were provided NTC for investing in Autotalks Ltd. and acquiring Panasonic Semiconductor Solutions., Co., Ltd.
- 4) The Taiwan Cooperative Bank medium-term loan is a government grant discounted interest loan. Refer to Note 27 to the consolidated financial statements. The principal will be repaid every month from January 15, 2024 until maturity.
- 5) The Chang Hwa Bank medium-term loan is a government grant discounted interest loan. Refer to Note 27 to the consolidated financial statements. The principal will be repaid every month from July 15, 2024 until maturity.
- 6) On May 17, 2021, NTCJ signed a syndicated loan with CTBC and a group of financial institutions to pay outstanding debt and enrich operating capital, and the line of credit amounted to JYP\$30 billion. This syndicated loan have the Company as a joint guarantor and promise to maintain a certain operational control as stated in the agreement. Additionally, NTCJ and the Company is required to maintain certain financial covenants. The computations of financial ratios mentioned above are done based on the audited (reviewed) consolidated financial statements. As of September 30, 2021, the syndicated loan is undrawn.
- 7) According to the contract of the CTBC Bank loan, NTC is required to maintain specific financial covenants, including current ratio, debt ratio and tangible net equity shall not be less than a specific amount every half year. The computations of financial ratios mentioned above are done based on the audited (reviewed) consolidated financial statements.
18. BONDS PAYABLE
| September 30, | December 31, | September 30, | ||
|---|---|---|---|---|
| 2021 | 2020 | 2020 | ||
| Domestic secured bonds Domestic unsecured bonds |
\$ 9,953,009 98,901 |
\$ 9,943,848 1,207,820 |
\$ 9,940,805 1,684,222 |
|
| \$ | \$ | \$ | ||
| 10,051,910 | 11,151,668 | 11,625,027 |
a. On July 10, 2018, the Company was approved by the FSC to offer and issue the first secured corporate bonds of 2018, with an aggregate principal amount of NT\$10 billion. The terms of issuance, amounts and interest rate as follows:
| Issuance Date |
Period | Amount | Coupon Rate |
Repayment and Interest Payment |
|---|---|---|---|---|
| 2018.07.17 | 7 years | \$10 billion | 1% | The principal will be repaid upon maturity. The interest is payable once a year at the coupon rate accrued annually on a simple basis starting from the issue date. |
Refer to Note 13 to the consolidated financial statements for collateral of 12-inch Fab Manufacturing facilities on corporate bonds.
b. In May 2020, NTC issued 20 thousand units, NT\$100 thousand per unit, 0% NTD-denominated unsecured convertible bonds in Taiwan, with an aggregate principal amount of NT\$2 billion. The terms of issuance, amounts and interest rate as follows:
| Issuance Date |
Period | Amount | Coupon Rate |
Repayment and Interest Payment |
|---|---|---|---|---|
| 2020.05.20 | 7 years | \$2 billion | 0% | The principal will be repaid in cash upon maturity at a rate of 109.09% (annual rate of return 1.25% upon maturity). |
- 1) The conversion price was set at NT\$39.9 per share at the time of issuance. When meeting certain criteria, adjustments on the conversion price are made in accordance with the terms and conditions. Since NTC distributed cash dividends in August 2021, the conversion price should be adjusted according to the issuance and conversion measures, so the conversion price has been adjusted to NT\$38 since August 22, 2021.
- 2) After the first three months of the issuance and forty days before the maturity date, if the closing price of NTC's common shares listed on the Taiwan Stock Exchange exceeds or equals 30% of the conversion price or the outstanding balance of the bonds is less than 10% in principal amount of the bonds originally outstanding for thirty consecutive business days, NTC may redeem the bonds in cash at the principal amount.
- 3) After the bonds has been issued for over five years, the bondholders may request NTC to redeem the bonds at 106.41% of the principal amount (annual rate of return 1.25%). The right of the redemption was recognized as financial instruments at fair value through profit or loss - current. The fair value were NT\$1,806 thousand, NT\$9,095 thousand and NT\$7,532 thousand on September 30, 2021, December 31, 2020 and September 30, 2020, respectively. Refer to Note 7 to the consolidated financial statements.
4) Except for the bonds that have been redeemed, sold back, converted, or bought back by NTC in the market, the principal will be repaid in cash upon maturity at a rate of 109.09% (annual rate of return 1.25% upon maturity).
The effective interest rate of the liability component of the convertible bond was 1.22% per annum on the initial recognition.
| Proceeds from issuance (less transaction costs of \$6,426 thousand) | \$ 1,998,428 |
|---|---|
| Redemption | 5,200 |
| Liability component at the date of issue | 2,003,628 |
| Convertible bonds converted into ordinary shares | (1,925,558) |
| Interest charged at an effective interest rate of 1.22% | 20,831 |
| Liability component at September 30, 2021 | \$ 98,901 |
19. PROVISIONS
| September 30, 2021 |
December 31, 2020 |
September 30, 2020 |
||
|---|---|---|---|---|
| Current | ||||
| Decommissioning liabilities Employee benefits |
\$ 551,784 - \$ 551,784 |
\$ 612,281 316,438 \$ 928,719 |
\$ 610,730 316,438 \$ 927,168 |
|
| Non-current | ||||
| Employee benefits Warranties Decommissioning liabilities |
\$ 1,591,359 762,442 676,782 |
\$ 1,765,833 776,497 750,983 |
\$ 1,761,359 776,149 749,081 |
|
| \$ 3,030,583 |
\$ 3,293,313 |
\$ 3,286,589 |
NTC purchased the semiconductor business of Panasonic Corporation in September 2020. The expected decommissioning costs and personnel costs from shutting down some fabs were recognized as the decommissioning liabilities and employee benefits provisions.
20. RETIREMENT BENEFIT PLANS
The employee benefit expense in respect of the Group's defined benefit retirement plans was calculated using the actuarially determined pension cost discount rate as of December 31, 2020 and 2019, and recognized NT\$29,330 thousand, NT\$24,070 thousand, NT\$70,348 thousand and NT\$67,725 thousand for the three months ended and the nine months ended September 30, 2021 and 2020, respectively.
21. EQUITY
a. Share capital
| September 30, | December 31, | September 30, | |
|---|---|---|---|
| 2021 | 2020 | 2020 | |
| Number of shares authorized (in thousands) Share authorized |
6,700,000 \$ 67,000,000 |
6,700,000 \$ 67,000,000 |
6,700,000 \$ 67,000,000 |
| Number of shares issued and fully paid (in | 3,980,000 | 3,980,000 | 3,980,000 |
| thousands) | \$ | \$ | \$ |
| Share issued | 39,800,002 | 39,800,002 | 39,800,002 |
As of September 30, 2021, December 31, 2020 and September 30, 2020, the balance of the Company's capital account amounted to NT\$39,800,002 thousand, divided into 3,980,000 thousand shares with a par value of NT\$10.
b. Capital surplus
| September 30, 2021 |
December 31, 2020 |
September 30, 2020 |
|
|---|---|---|---|
| May be used to offset a deficit, distributed as cash dividends, or transferred to share capital |
|||
| Arising from issuance of share capital Arising from treasury share transactions Arising from conversion of bonds |
\$ 4,787,673 2,342,036 136,352 |
\$ 4,787,673 2,342,036 136,352 |
\$ 4,787,673 2,342,036 136,352 |
| May be used to offset a deficit only | |||
| Arising from changes in percentage of ownership interest in subsidiaries Arising from share of changes in capital |
340,235 | 236,467 | 67,685 |
| surplus of associates | 29,137 | 29,137 | 29,137 |
| Cash capital increase reserved for employee share options Others |
208,451 30,749 |
208,451 30,749 |
208,451 30,749 |
| \$ 7,874,633 |
\$ 7,770,865 |
\$ 7,602,083 |
The capital surplus generated from the excess of the issuance price over the par value of capital stock (including the stock issued for new capital, mergers and convertible bonds) may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or stock dividends up to a certain percentage of the Company's paid-in capital. The capital surplus from share of changes in equities of subsidiaries and associates may be used to offset a deficit; however, when generated from issuance of restricted shares for employees, such capital surplus may not be used for any purpose.
c. Retained earnings and dividend policy
The shareholders held their regular meeting on August 12, 2021 and resolved the amendments to the Company's Articles of Incorporation. The amendments of the Company's dividend distribution policy as follows:
From the pre-tax net profit of the current year, before deducting remuneration of employees and remuneration of directors, no more than 1% shall be allocated as remuneration of directors and no less than 1% as remuneration of employees. The remuneration of employees may be distributed in stock or cash upon resolution of the board of directors and may be distributed to the employees of subsidiaries of the Company meeting certain criteria.
However, if the Company has accumulated losses, the Company shall first set aside an amount for making up losses, and then allocate remuneration of employees and remuneration of directors according to the percentage set forth in the preceding paragraph.
The Company purchases its stock for transferring such treasury shares, issues employee options, provides pre-emptive right for employees' subscription upon issuing new shares, issues new restricted employee shares, and distributes employee remuneration, to employees of the Company's controlling or subordinated companies who meet certain criteria, which shall be determined and resolved by the board of directors.
If the Company has pre-tax profits at the end of the current fiscal year, after paying all taxes and covering all accumulated losses, the Company shall set aside 10% of said earnings as legal reserve. However, legal reserve need not be made when the accumulated legal reserve equals the paid-in capital of the Company. After setting aside or reversing special reserve pursuant to applicable laws and regulations and orders of competent authorities or based on the business needs of the Company, if there is any balance, the board of directors may submit a proposal for allocation of the remaining balance and the accumulated undistributed earnings to the shareholders meeting for resolution of distributing bonuses and dividends to shareholders.
The board of directors shall be authorized to distribute the profit, the legal reserve and the capital reserve mentioned in the preceding paragraph in cash upon resolution by a majority vote at a board meeting attended by two-thirds or more of the directors, and shall report the same to the shareholders' meeting.
The Company's dividend distribution policy is made in accordance with the Company Act and the Articles of Incorporation in consideration of factors including capital and financial structure, operating status, retained earnings, industry characteristics and economic cycle. The dividends shall be distributed in a steady manner. With respect to distribution of dividends, in consideration of future operation scale and cash flow needs, no less than 30% of the remaining amount of the net profit after tax of the current year, after covering the accumulative losses and setting aside the legal reserve and the special reserve, shall be distributed to shareholders as dividends (The Company shall not issue dividends if the dividend is less than NT\$0.1.), which may be distributed in stock dividend or cash dividend, and the distribution of cash dividend shall not be less than 50% of total dividends, so as to maintain continuous growth.
The Company may distribute its profit or make up its losses at the end of each half of a fiscal year. The business report, the financial statements, and the proposal for distribution of earnings or making up loss shall be prepared by and then resolved by the board of directors.
The Company, in distributing its profit according to the preceding paragraph, shall estimate and reserve employee and director remuneration and any taxes payable as well as cover any losses and set aside the legal reserve in accordance with the law; however, provided that the legal reserve amounts to the total paid-in capital, the legal reserve need not be set aside. Where the Company distributes the profit in cash, such distribution shall be resolved by the board of directors, but where the profit is distributed in the form of newly issued shares, such distribution shall be resolved by the shareholders' meeting.
Appropriation of earnings to legal reserve shall be made until the legal reserve equals the Company's paid-in capital. The legal reserve may be used to offset a deficit. If the Company has no deficit and the legal reserve has exceeded 25% of the Company's paid-in capital, the excess may be transferred to capital or distributed in cash.
Pursuant to existing regulations, the Company is required to set aside additional special capital reserve equivalent to the net debit balance of the other components of shareholders' equity, such as the accumulated balance of foreign currency translation reserve, unrealized valuation gain (loss) from available-for-sale financial assets, net amount of fair value below the cost of the Company's ordinary shares held by subsidiaries, etc. For the subsequent decrease in the deduction amount to shareholders' equity, any special reserve appropriated may be reversed to the extent that the net debit balance reverses.
The appropriations of earnings and the dividends per share for 2020 and 2019 were approved in the shareholders' meeting on August 12, 2021 and June 12, 2020, respectively.
| Appropriation of Earnings | Dividends Per Share (NT\$) | |||||
|---|---|---|---|---|---|---|
| For Year 2020 | For Year 2019 | For Year 2020 | For Year 2019 | |||
| Legal reserve appropriated Cash dividends |
\$ | 161,253 796,000 |
\$ | 115,226 398,000 |
\$ 0.2 |
\$ 0.1 |
| \$ | 957,253 | \$ | 513,226 |
For information about the accrual basis of the employees' compensation and remuneration of directors and the actual appropriations, refer to Note 23 to the consolidated financial statements on employee benefits expenses.
d. Other equity items
1) Exchange differences on translation of foreign financial statements
| Nine Months Ended September 30 | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Balance at January 1 Exchange differences arising on translating the financial |
\$ (271,328) |
\$ (119,246) |
||
| statements of foreign operations | (463,383) | (135,483) | ||
| Balance at September 30 | \$ (734,711) |
\$ (254,729) |
The exchange differences arising on translation of foreign operation's net assets from its functional currency to the Group's presentation currency are recognized directly in other comprehensive income and also accumulated in the foreign currency translation reserve.
2) Unrealized gains (losses) on financial assets at FVTOCI
| Nine Months Ended September 30 | ||
|---|---|---|
| 2021 | 2020 | |
| Balance at January 1 | \$ 8,141,510 |
\$ 5,009,928 |
| Unrealized gains (losses) on revaluation of financial assets at FVTOCI |
1,771,231 | (553,360) |
| Share of unrealized gains (losses) on revaluation of financial assets at FVTOCI of associates accounted for using equity |
||
| method | 645,866 | (539,394) |
| Disposal of investments in equity instruments designated at FVTOCI |
(74,134) | (268,846) |
| Balance at September 30 | \$ 10,484,473 |
\$ 3,648,328 |
Unrealized gains (losses) on financial assets at FVTOCI represents the cumulative gains or losses arising from the fair value measurement on financial assets at FVTOCI that are recognized in other comprehensive income. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments, instead, they will be transferred to retained earnings.
e. Non-controlling interests
| Nine Months Ended September 30 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Balance at January 1 | \$ 5,143,568 |
\$ 2,836,565 |
|
| Share attributable to non-controlling interests | |||
| Profit for the period | 875,234 | 180,111 | |
| Exchange differences on translation of foreign financial | |||
| statements | (318,584) | (47,250) | |
| Unrealized gains (losses) on financial assets measured at | |||
| FVTOCI | 369,913 | (21,652) | |
| Cash dividends issued by subsidiaries to non-controlling interests |
(148,788) | (132,665) | |
| Changes in ownership interests in subsidiaries | 997,624 | 261,035 | |
| Balance at September 30 | \$ 6,918,967 |
\$ 3,076,144 |
22. REVENUE
Refer to Note 37 to the consolidated financial statements for the Group's revenue.
23. EMPLOYEE BENEFITS EXPENSE, DEPRECIATION, AND AMORTIZATION
| Three Months Ended September 30, 2021 | ||||
|---|---|---|---|---|
| Classified as | ||||
| Classified as Operating Costs |
Classified as Operating Expenses |
Non-operating Income and Losses |
Total | |
| Short-term employee benefits | \$ | \$ | \$ | \$ |
| 1,248,894 | 3,507,469 | - | 4,756,363 | |
| Post-employment benefits | \$ | \$ | \$ | \$ |
| 37,843 | 182,006 | - | 219,849 | |
| Depreciation | \$ | \$ | \$ | \$ |
| 2,724,321 | 313,230 | 39,776 | 3,077,327 | |
| Amortization | \$ | \$ | \$ | \$ |
| 4,604 | 59,598 | 8,680 | 72,882 |
| Three Months Ended September 30, 2020 | ||||
|---|---|---|---|---|
| Classified as Operating Costs |
Classified as Operating Expenses |
Classified as Non-operating Income and Losses |
Total | |
| Short-term employee benefits Post-employment benefits Depreciation Amortization |
\$ 695,202 \$ 36,617 \$ 2,008,324 \$ 8,562 |
\$ 1,677,580 \$ 118,641 \$ 272,012 \$ 44,749 |
\$ - \$ - \$ 16,428 \$ 8,680 |
\$ 2,372,782 \$ 155,258 \$ 2,296,764 \$ 61,991 |
| Nine Months Ended September 30, 2021 | ||||
| Classified as Operating Costs |
Classified as Operating Expenses |
Classified as Non-operating Income and Losses |
Total | |
| Short-term employee benefits Post-employment benefits Depreciation Amortization |
\$ 3,322,202 \$ 103,239 \$ 7,169,962 \$ 20,182 |
\$ 9,637,968 \$ 509,495 \$ 1,113,529 \$ 167,770 |
\$ - \$ - \$ 122,100 \$ 26,040 |
\$ 12,960,170 \$ 612,734 \$ 8,405,591 \$ 213,992 |
| Nine Months Ended September 30, 2020 | ||||
| Classified as | ||||
| Classified as Operating |
Classified as Operating |
Non-operating Income and |
||
| Costs | Expenses | Losses | Total | |
| Short-term employee benefits Post-employment benefits Depreciation Amortization |
\$ 2,056,409 \$ 103,304 \$ 5,982,807 \$ 25,243 |
\$ 4,440,864 \$ 276,733 \$ 777,373 \$ 101,482 |
\$ - \$ - \$ 21,466 \$ 26,040 |
\$ 6,497,273 \$ 380,037 \$ 6,781,646 \$ 152,765 |
The remuneration policies of the Company were as follows:
a. Directors:
In accordance with the Article 22 of the Company's Articles of Incorporation, the distribution of the remuneration of directors shall be appropriated at the rates no more than 1% of net profit before income tax before deducting remuneration to employees and directors. The Remuneration Committee will recommend remuneration to directors in accordance with the Company's Articles of Incorporation, the internal Rules for Remuneration of Directors and Performance Assessment of The Board of Directors, board members' self-assessment results, and annual profit deduct the accumulative losses. The remuneration was resolved by the board of directors and reported to the shareholders' meeting.
b. Managers:
The remuneration of the managers, which depends on responsibilities and performance of individuals to encourage managers to take responsibilities and achieve performance, shall be competitive to attract external talent and stabilize internal talent. The managers have the responsibilities for operating performance, the encouragement shall be taken both short-term and long-term performance into account.
c. Employees:
Employees' compensation, including fixed and variable compensation, was taken both internal fairness and external competitiveness into consideration. The Company gives bonus immediately and shares operating performance with the employees to attract, encourage and retain the talent. In accordance with the Articles of Incorporation, it stipulates distribution of the compensation of employees at the rates no less than 1% of net profit before income tax before deducting remuneration to employees and directors. Personal salary is determined by responsibilities and professional skills. Bonus and compensation are in relation to individual's performance and contribution.
For the three months ended and nine months ended September 30, 2021 and 2020, the employees' compensation and remuneration of directors were as follows:
| Three Months Ended September 30 | Nine Months Ended September 30 | |||||||
|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||
| Amounts | Accrual Rate |
Amounts | Accrual Rate |
Amounts | Accrual Rate |
Amounts | Accrual Rate |
|
| Employees' compensation |
\$ 106,703 | 2% | \$ 7,013 |
2% | \$ 229,921 | 2% | \$ 18,689 | 2% |
| Remuneration of directors |
\$ 53,352 | 1% | \$ 3,506 |
1% | \$ 114,961 | 1% | \$ 9,344 |
1% |
If there is a change in the proposed amounts after the annual consolidated financial statements were authorized for issue, the differences are recorded as a change in accounting estimate.
The compensation to employees and remuneration to the directors of 2020 and 2019 were approved by the Company's board of directors on March 16, 2021 and April 30, 2020, respectively, were as below:
| For the Year Ended December 31 | ||||
|---|---|---|---|---|
| 2020 | 2019 | |||
| Employees' compensation | \$ 27,831 |
\$ 28,038 |
||
| Remuneration of directors | \$ 13,916 |
\$ 14,019 |
There was no difference between the actual amounts of employees' compensation and remuneration of directors paid and the amounts recognized in the consolidated financial statements for the years ended December 31, 2020 and 2019.
Information on the compensation to employees and remuneration to the directors resolved by the Company's board of directors is available on the Market Observation Post System website of the Taiwan Stock Exchange Corporation.
24. SHARE-BASED PAYMENT ARRANGEMENTS
NTC's board of directors resolved to reserve 10% of the shares from the issuance of 80,000 thousand shares approved by the FSC on September 25, 2020 to be subscribed for by its employees. The number of shares subscribed for by the employees was affirmed on October 21 2020. The fair value of such share options subscribed for by NTC's employees on the grant date was measured using the Black-Scholes Option Pricing Model and amounted to NT\$62,240 thousand which was recorded as compensation costs.
a. As of December 31, 2020, NTC's Share-based payments agreements was as follows:
| Number of Shares | |||
|---|---|---|---|
| Agreement | Grant Date | Grant | Vesting Conditions |
| Cash capital increase reserved for | 2020.10.21 | 8,000 thousand shares | Vested immediately |
| employee share options |
b. The fair value of share options acquired by employees on grant day, October 21, 2020, was measured by using Black-Scholes Option Pricing Model. Relevant information was as follows:
| Share Price (NT\$) |
Exercise Price (NT\$) |
Expected Price Volatility |
Expected Vesting Period |
Expected Dividend Yield Rate |
Risk-free Interest Rate |
Fair Value Per Share (NT\$) |
|---|---|---|---|---|---|---|
| \$45.6 | \$38.0 | 34.80% | 48 days | 0.00% | 0.18% | \$7.78 |
25. INCOME TAXES RELATING TO CONTINUING OPERATIONS
a. Income tax recognized in profit or loss
Major components of income tax expense are as follows:
| Three Months Ended September 30 |
Nine Months Ended September 30 |
|||
|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |
| Current income tax | ||||
| Current tax expense | \$ 1,128,982 |
\$ 93,573 |
\$ 2,221,185 |
\$ 231,260 |
| Adjustment for prior year | (919) | (45) | 11,609 | (99,483) |
| Deferred income tax | ||||
| Current tax expense | (150,809) | 19,451 | 160,243 | 41,561 |
| Income tax expense recognized | ||||
| in profit or loss | \$ 977,254 |
\$ 112,979 |
\$ 2,393,037 |
\$ 173,338 |
Based on the Income Tax Act in the ROC, the corporate income tax rate is 20%. Tax rates used by other group entities operating in other jurisdictions are based on the tax laws in those jurisdictions.
b. The Company's tax returns through 2018 have been assessed by the tax authorities.
26. EARNINGS PER SHARE
| Three Months Ended September 30 | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| Amounts (Numerator) After Income Tax |
Earnings Per Share (NT\$) After Income Tax |
Amounts (Numerator) After Income Tax |
Earnings Per Share (NT\$) After Income Tax |
|||
| (Attributable to Owners of the Parent) |
Shares (Denominator) (In Thousands) |
(Attributable to Owners of the Parent) |
(Attributable to Owners of the Parent) |
Shares (Denominator) (In Thousands) |
(Attributable to Owners of the Parent) |
|
| Basic earnings per share Net income attributed to common shareholders Effect of dilutive potential common share |
\$ 4,478,033 |
3,980,000 | \$ 1.13 |
\$ 331,124 |
3,980,000 | \$ 0.08 |
| Employees' compensation | - | 4,027 | - | 503 | ||
| Diluted earnings per share Net income attributed to common shareholders |
\$ 4,478,033 |
3,984,027 | \$ 1.12 |
\$ 331,124 |
3,980,503 | \$ 0.08 |
| Nine Months Ended September 30 | ||||||
| Amounts (Numerator) |
2021 | Earnings Per Share (NT\$) |
Amounts (Numerator) |
2020 | Earnings Per Share (NT\$) |
|
| After Income Tax (Attributable to Owners of the Parent) |
Shares (Denominator) (In Thousands) |
After Income Tax (Attributable to Owners of the Parent) |
After Income Tax (Attributable to Owners of the Parent) |
Shares (Denominator) (In Thousands) |
After Income Tax (Attributable to Owners of the Parent) |
|
| Basic earnings per share Net income attributed to common shareholders Effect of dilutive potential common share |
\$ 9,400,565 |
3,980,000 | \$ 2.36 |
\$ 953,609 |
3,980,000 | \$ 0.24 |
| Employees' compensation | - | 8,676 | - | 1,340 |
If the Company offered to settle the compensation or bonuses paid to employees by cash or shares, the Company assumed that the entire amount of the compensation or bonuses will be settled in shares and the resulting potential shares were included in the weighted average number of shares outstanding used in the computation of diluted earnings per share (EPS), if the shares have a dilutive effect. Such dilutive effect of the potential shares is included in the computation of diluted EPS until the number of shares to be distributed to employees is resolved in the following year.
27. GOVERNMENT GRANTS
As of September 30, 2021, the Company received government loan of NT\$1.9 billion at a below-market rate of interest, which is 0.3%-0.5%. It will be used in purchase of machinery and equipments. The loan is repayable over a seven-year period. Using prevailing market interest rates for an equivalent loan of 1.79%, the fair value of the loan was estimated at NT\$1,790,815 thousand on initial recognition. The difference of NT\$109,185 thousand between the proceeds and the fair value of the loan is the benefit derived from the below-market rate of interest which has been recognized as deferred revenue. The deferred revenue will be recognized as other income during the loan period accordingly. For the three months and nine months ended September 30, 2021, the other income under government grants were amounts of NT\$5,642 thousand and NT\$11,755 thousand, respectively, and the interest expense under loans were amounts of NT\$8,261 thousand and NT\$16,948 thousand, respectively.
28. BUSINESS COMBINATIONS
a. Subsidiaries acquired
| Subsidiary | Principal Activity | Date of Acquisition |
Proportion of Voting Equity Interests Acquired (%) |
Consideration Transferred |
|---|---|---|---|---|
| Panasonic Semiconductor | Semiconductor | September 1, | 100 | \$ |
| Solutions Co., Ltd. | business | 2020 | 8,432,481 |
NTC acquired the semiconductor business of Panasonic Corporation on September 1, 2020, including the acquisition of 100% equity in NTHJ, NTCJ (formerly PSCS), AMTC (formerly PIDE) and METC (formerly PIDST), Panasonic Semiconductor (Suzhou) Co., Ltd. (referred to as PSCSZ) related semiconductor business equipment and inventory, and Panasonic Industrial Devices Semiconductor Asia (referred to as PIDSCA) assets and liabilities projects and contracts and other specific operating assets.
b. Consideration transferred
| Panasonic Semiconductor Solutions Co., Ltd. |
|
|---|---|
| Cash | \$ 8,358,041 |
| Contingent consideration agreement (Note 1) | 74,440 |
| \$ 8,432,481 |
- Note: Under the contingent consideration arrangement, if TPSCo., which NTCJ held approximately 49% ownership interest, turns net profit during the period of the effective date of the acquisition to March 31, 2022, NTCJ is required to pay Panasonic Corporation the net profit based on ownership ratio.
- c. Assets acquired and liabilities assumed at the date of acquisition
| Panasonic Semiconductor Solutions Co., Ltd. |
|
|---|---|
| Current assets | |
| Cash and cash equivalents | \$ 1,102,882 |
| Accounts receivable and other receivables | 4,469,464 |
| Inventories | 4,613,102 |
| Prepayments | 216,082 |
| Non-current assets | |
| Financial assets at fair value through other comprehensive income | 960,800 |
| Property, plant and equipment | 6,241,162 |
| Investment properties | 2,503,591 |
| Right-of-use assets | 997,787 |
| Intangible assets | 83,046 |
| (Continued) |
| Panasonic Semiconductor Solutions Co., Ltd. |
|
|---|---|
| Deferred income tax assets | \$ 103,259 |
| Other non-current assets | 4,639 |
| Total assets | \$ 21,295,814 |
| Current liabilities | |
| Accounts payable and other payables | \$ 5,999,366 |
| Current tax liabilities | 86,320 |
| Provisions - current |
617,821 |
| Lease liabilities - current |
176,138 |
| Other current liabilities | 57,635 |
| Non-current liabilities | |
| Provisions - non-current |
2,539,589 |
| Net defined benefit liabilities - non-current |
1,473,458 |
| Deferred income tax liabilities | 89,169 |
| Warranties | 506,301 |
| Lease liabilities - non-current |
1,156,925 |
| Total liabilities | \$ 12,702,722 |
| Net assets | \$ 8,593,092 (Concluded) |
d. Non-controlling interests
The non-controlling interest recognized at the acquisition date of Panasonic Semiconductor Solutions Co., Ltd. and its subsidiaries was measured by reference to the fair value of the non-controlling interest.
e. Bargain purchase gain recognized on acquisition
| Panasonic Semiconductor Solutions Co., Ltd. |
|
|---|---|
| Fair value of identifiable net assets acquired Less: Consideration transferred |
\$ 8,593,092 (8,432,481) |
| Gain on the bargain purchase | \$ 160,611 |
NTC has completed to measure and allocate aforementioned assets and liabilities at fair value for the acquisition of Panasonic semiconductor business on June 16, 2021, NT\$(58,357) thousand was recognized in non-operating income and expenses to decrease gain on the bargain purchase in 2021.
f. Net cash outflow on the acquisition of subsidiaries
| Panasonic Semiconductor Solutions Co., Ltd. |
|
|---|---|
| Consideration paid in cash | \$ 8,432,481 |
| Less: Cash and cash equivalent balances acquired | (1,102,882) |
| 7,329,599 | |
| Acquisition price adjustment | |
| Investment payable | (74,440) |
| Business tax refund receivable | 133,101 |
| Other payable for contract (presented in provisions) | (316,438) |
| Effect of foreign currency exchange difference | (7,324) |
| \$ 7,064,498 |
g. Impact of acquisitions on the results of the Group
The financial results of the acquirees from the acquisition date (September 1, 2020) to December 31, 2020, which are included in the consolidated statements of comprehensive income, are as follows:
| Panasonic Semiconductor Solutions Co., Ltd. |
|
|---|---|
| From September 1, 2020 to December 31, 2020 | |
| Revenue | \$ 8,993,175 |
Because of NTC's acquisition includes equipment and inventory related to semiconductor business of PSCSZ and assets and liabilities of PIDSCA, rather than a stand-alone entity, it is impractical to disclose the pro-forma revenue and the pro-forma profit.
Net loss \$ (460,607)
29. CAPITAL MANAGEMENT
The Group's capital management objective is to ensure it has the necessary financial resources and operational plan so that it can cope with the next twelve months working capital requirements, capital expenditures, research and development activities, debt repayments and dividends payments.
30. FINANCIAL INSTRUMENT
- a. Fair value of financial instruments
- 1) Valuation techniques and assumptions used in fair value measurement
The fair values of financial assets and financial liabilities are determined as follows:
The fair values of financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets are determined with reference to quoted market prices (includes publicly traded stock and mutual funds).
- The fair values of derivative foreign exchange contracts are measured using quoted middle and discount rates of foreign exchange contracts matching the foreign exchange rate on the maturity date of the contracts.
- Domestic and overseas unlisted equity instrument at FVTPL and FVTOCI were all measured based on Level 3. Fair values of the above equity instruments were determined using comparable listed company approach, refer to strike price of similar business at active market, implied value multiple of the price and relevant information. Significant unobservable inputs included PE ratio, value multiple and market liquidity discount.
- 2) Fair value measurements recognized in the consolidated balance sheets
The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable:
- Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;
- Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
- Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).
- 3) Fair value of financial instruments that are not measured at fair value
Fair value hierarchy as at September 30, 2021
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Financial liabilities | ||||
| Financial liabilities measured at amortized cost Bonds payable (secured) Bonds payable (unsecured) |
\$ - 353,444 \$ 353,444 |
\$ 9,953,009 - \$ 9,953,009 |
\$ - - \$ - |
\$ 9,953,009 353,444 \$ 10,306,453 |
| Fair value hierarchy as at December 31, 2020 | ||||
| Level 1 | Level 2 | Level 3 | Total | |
| Financial liabilities | ||||
| Financial liabilities measured at amortized cost Bonds payable (secured) |
\$ - |
\$ 9,943,848 |
\$ - |
\$ 9,943,848 |
| Bonds payable (unsecured) | 1,483,908 | - | - | 1,483,908 |
| \$ 1,483,908 |
\$ 9,943,848 |
\$ - |
\$ 11,427,756 |
Fair value hierarchy as at September 30, 2020
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Financial liabilities | ||||
| Financial liabilities measured at amortized cost Bonds payable (secured) Bonds payable (unsecured) |
\$ - 1,864,613 |
\$ 9,940,805 - |
\$ - - |
\$ 9,940,805 1,864,613 |
| \$ 1,864,613 |
\$ 9,940,805 |
\$ - |
\$ 11,805,418 |
4) Fair value of financial instruments that are measured at fair value on a recurring basis
| Fair value hierarchy as at September 30, 2021 | ||||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | |
| Financial assets | ||||
| Financial assets at FVTPL | ||||
| Derivative financial assets (not under hedge accounting) Non-derivative financial assets |
\$ - 55,045 |
\$ 14,754 - |
\$ - 55,700 |
\$ 14,754 110,745 |
| \$ 55,045 |
\$ 14,754 |
\$ 55,700 |
\$ 125,499 |
|
| Financial assets at FVTOCI | ||||
| Equity securities Domestic listed and emerging securities Overseas listed securities Domestic and overseas unlisted securities |
\$ 10,295,587 47,433 - |
\$ - - 19,580 |
\$ - - 2,832,449 |
\$ 10,295,587 47,433 2,852,029 |
| \$ 10,343,020 | \$ 19,580 |
\$ 2,832,449 |
\$ 13,195,049 | |
| Financial liabilities | ||||
| Financial liabilities at FVTPL | ||||
| Derivative financial liabilities (not under hedge accounting) |
\$ - |
\$ 2,634 |
\$ - |
\$ 2,634 |
Fair value hierarchy as at December 31, 2020
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Financial assets | ||||
| Financial assets at FVTPL | ||||
| Derivative financial assets (not under hedge accounting) |
\$ - |
\$ 51,603 |
\$ - |
\$ 51,603 |
| Financial assets at FVTOCI | ||||
| Equity securities Domestic listed and emerging securities Overseas listed securities Domestic and overseas unlisted securities |
\$ 8,884,373 266,543 - |
\$ - - 17,970 |
\$ - - 1,908,328 |
\$ 8,884,373 266,543 1,926,298 |
| \$ 9,150,916 |
\$ 17,970 |
\$ 1,908,328 |
\$ 11,077,214 | |
| Financial liabilities | ||||
| Financial liabilities at FVTPL | ||||
| Derivative financial liabilities (not under hedge accounting) |
\$ - |
\$ 3,191 |
\$ - |
\$ 3,191 |
| Fair value hierarchy as at September 30, 2020 | ||||
| Level 1 | Level 2 | Level 3 | Total | |
| Financial assets | ||||
| Financial assets at FVTPL | ||||
| Derivative financial assets (not under hedge accounting) |
\$ - |
\$ 61,858 |
\$ - |
\$ 61,858 |
| Financial assets at FVTOCI | ||||
| Equity securities Domestic listed and emerging securities Overseas listed securities Domestic and overseas unlisted securities |
\$ 6,713,079 524,819 - |
\$ - - 17,450 |
\$ - - 1,707,827 |
\$ 6,713,079 524,819 1,725,277 |
| \$ 7,237,898 |
\$ 17,450 |
\$ 1,707,827 |
\$ 8,963,175 |
5) Reconciliation of Level 3 fair value measurements of financial instruments
The financial assets measured at Level 3 fair value were non-derivative financial assets classified as financial assets at FVTPL and equity investments classified as financial assets at FVTOCI. Reconciliations for the nine months ended September 30, 2021 and 2020 were as follows:
| Nine Months Ended September 30 | |||
|---|---|---|---|
| 2021 | 2020 | ||
| Balance at January 1 | \$ 1,908,328 |
\$ 1,423,311 |
|
| Acquisitions through business combinations | - | 450,882 | |
| Additions | 169,189 | 78,570 | |
| Disposals | - | (209,321) | |
| Proceeds from capital reduction of investment | (4,500) | (2,250) | |
| Recognized in other comprehensive income | 824,504 | (28,752) | |
| Effect of exchange rate changes | (9,372) | (4,613) | |
| Balance at September 30 | \$ 2,888,149 |
\$ 1,707,827 |
b. Categories of financial instruments
Fair values of financial assets and liabilities were summarized as follows:
| September 30, 2021 | December 31, 2020 | September 30, 2020 | |||||
|---|---|---|---|---|---|---|---|
| Carrying | Carrying | Carrying | |||||
| Amount | Fair Value | Amount | Fair Value | Amount | Fair Value | ||
| Financial assets | |||||||
| Measured at amortized cost | |||||||
| Cash and cash equivalents | \$ 22,340,398 | \$ 22,340,398 | \$ 11,744,306 | \$ 11,744,306 | \$ 9,235,795 |
\$ 9,235,795 |
|
| Notes and accounts receivable | |||||||
| (included related parties) | 12,943,963 | 12,943,963 | 9,785,138 | 9,785,138 | 10,462,429 | 10,462,429 | |
| Other receivables | 1,285,313 | 1,285,313 | 1,973,584 | 1,973,584 | 2,663,086 | 2,663,086 | |
| Refundable deposits (recorded in other | |||||||
| non-current assets) | 506,337 | 506,337 | 972,089 | 972,089 | 404,019 | 404,019 | |
| Financial assets at fair value through | |||||||
| profit or loss | 125,499 | 125,499 | 51,603 | 51,603 | 61,858 | 61,858 | |
| Financial assets at fair value through other | |||||||
| comprehensive income (current and | |||||||
| non-current) | 13,195,049 | 13,195,049 | 11,077,214 | 11,077,214 | 8,963,175 | 8,963,175 | |
| Financial liabilities | |||||||
| Measured at amortized cost | |||||||
| Short-term borrowings | 1,550,788 | 1,550,788 | 1,821,210 | 1,821,210 | 1,591,112 | 1,591,112 | |
| Notes and accounts payable (included | |||||||
| related parties) | 8,149,607 | 8,149,607 | 8,237,432 | 8,237,432 | 8,083,124 | 8,083,124 | |
| Payable on equipment and other | |||||||
| payables | 11,500,876 | 11,500,876 | 8,321,413 | 8,321,413 | 8,575,362 | 8,575,362 | |
| Bonds payable Long-term borrowings (included |
10,051,910 | 10,306,453 | 11,151,668 | 11,427,756 | 11,625,027 | 11,805,418 | |
| current portion) | 14,150,000 | 14,150,000 | 14,550,000 | 14,550,000 | 16,850,000 | 16,850,000 | |
| Guarantee deposits (recorded in other | |||||||
| non-current liabilities) | 269,999 | 269,999 | 90,248 | 90,248 | 78,300 | 78,300 | |
| Financial liabilities at fair value through | |||||||
| profit or loss | 2,634 | 2,634 | 3,191 | 3,191 | - | - | |
c. Financial risk management objectives and policies
The Group's Corporate Treasury function provides services to the business, coordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyze exposures by degree and magnitude of risks. These risks include market risk, credit risk and liquidity risk.
The use of financial derivatives was governed by the Group's policies approved by the board of directors, which provide written principles on foreign exchange risk, and use of financial derivatives. Compliance with policies and exposure limits was reviewed by the internal auditors on a continuous basis.
1) Market risk
The Group's activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The Group uses forward foreign exchange contracts to hedge the foreign currency risk on export.
There had been no change to the Group's exposure to market risks or the manner in which these risks were managed and measured.
a) Foreign currency risk
The Group uses forward foreign exchange contracts to hedge the exchange rate risk within approved policy parameters utilizing forward foreign exchange contracts.
The sensitivity analysis included only outstanding foreign currency denominated monetary items at the end of the reporting period and an increase in net income and equity if New Taiwan dollars strengthen by 1% against foreign currencies. For a 1% weakening of New Taiwan dollars against U.S. dollars, there would be impact on net income increase in the amounts of NT\$19,601 thousand, decrease in the amounts of NT\$1,783 thousand, increase in the amounts of NT\$103,414 thousand and NT\$41,459 thousand for the three months ended and nine months ended September 30, 2021 and 2020, respectively. For a 1% weakening of New Taiwan dollars against EURO, there would be impact on net income decrease in the amounts of NT\$140 thousand, increase in the amounts of NT\$65 thousand, decrease in the amounts of NT\$14,733 thousand and NT\$183 thousand for the three months ended and nine months ended September 30, 2021 and 2020, respectively.
b) Interest rate risk
The Group's interest rate risk arises primarily from floating rate borrowings.
The carrying amount of the Group's financial liabilities with exposure to interest rates at the end of the reporting period were as follows:
| September 30, 2021 |
December 31, 2020 |
September 30, 2020 |
|
|---|---|---|---|
| Cash flow interest rate risk | |||
| Financial assets | \$ 8,413 |
\$ 7,749 |
\$ 108,313 |
| Financial liabilities | 15,406,313 | 16,371,210 | 21,441,112 |
The sensitivity analyses below were determined based on the Group's exposure to interest rates for fair value of variable-rate derivatives instruments at the end of the reporting period. If interest rates had been higher by one percentage point, the Group's cash flows for the three months ended and nine months ended September 30, 2021 and 2020 would have increased by NT\$37,833 thousand, NT\$6,401 thousand, NT\$115,484 thousand and \$71,109 thousand, respectively.
2) Credit risk
Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group.
The Group adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. In order to minimize credit risk, the management of the Group has delegated a team responsible for determination of credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue receivables. In addition, the Group reviews the recoverable amount of each individual accounts receivables at the end of the reporting period to ensure that adequate impairment losses are recognized for irrecoverable amounts. In this regard, the directors of the Group consider that the Group's credit risk was significantly reduced.
3) Liquidity risk
The Group has enough operating capital to comply with loan covenants; liquidity risk is low.
The Group's non-derivative financial liabilities and their agreed repayment period were as follows:
| September 30, 2021 | ||||||
|---|---|---|---|---|---|---|
| Within 1 Year | 1-2 Years | Over 2 Years | Total | |||
| Non-interest bearing | \$ 19,650,483 | \$ 269,999 |
\$ - |
\$ 19,920,482 | ||
| Lease liabilities | 389,456 | 332,151 | 2,820,713 | 3,542,320 | ||
| Variable interest rate liabilities | 4,941,313 | 1,570,000 | 8,895,000 | 15,406,313 | ||
| Fixed interest rate liabilities | 294,476 | - | 10,105,926 | 10,400,402 | ||
| \$ 25,275,728 | \$ 2,172,150 |
\$ 21,821,639 | \$ 49,269,517 |
Additional information about the maturity analysis for lease liabilities:
| Less than 2 Years |
2-5 Years | Over 5 Years | ||
|---|---|---|---|---|
| Lease liabilities | \$ | 721,607 | \$ 730,533 |
\$ 2,090,180 |
| December 31, 2020 | ||||
| Within 1 Year | 1-2 Years | Over 2 Years | Total | |
| Non-interest bearing | \$ 16,558,845 | \$ 90,248 |
\$ - |
\$ 16,649,093 |
| Lease liabilities | 443,531 | 388,324 | 3,186,034 | 4,017,889 |
| Variable interest rate liabilities | 6,821,210 | 705,000 | 8,845,000 | 16,371,210 |
| Fixed interest rate liabilities | - | - | 11,305,480 | 11,305,480 |
| \$ 23,823,586 | \$ 1,183,572 |
\$ 23,336,514 | \$ 48,343,672 |
Additional information about the maturity analysis for lease liabilities:
| Less than 2 Years |
2-5 Years | Over 5 Years | ||
|---|---|---|---|---|
| Lease liabilities | \$ | \$ | \$ | |
| 831,855 | 859,929 | 2,326,105 |
| September 30, 2020 | |||||
|---|---|---|---|---|---|
| Within 1 Year | 1-2 Years | Over 2 Years | Total | ||
| Non-interest bearing | \$ 16,658,486 | \$ 78,300 |
\$ - |
\$ 16,736,786 | |
| Lease liabilities | 440,126 | 395,059 | 3,214,634 | 4,049,819 | |
| Variable interest rate liabilities | 4,000,000 | 3,655,000 | 9,195,000 | 16,850,000 | |
| Fixed interest rate liabilities | 1,591,112 | - | 11,825,948 | 13,417,060 | |
| \$ 22,689,724 | \$ 4,128,359 |
\$ 24,235,582 | \$ 51,053,665 |
Additional information about the maturity analysis for lease liabilities:
| Less than 2 Years |
2-5 Years | Over 5 Years | ||
|---|---|---|---|---|
| Lease liabilities | \$ | \$ | \$ | |
| 835,185 | 861,637 | 2,352,997 |
4) Transfers of financial assets
NTC's factored accounts receivables that are not yet overdue at the end of the period were as follows:
September 30, 2021
| Counterparty | Receivables Factoring Proceeds |
Advances Received - Unused |
Advances Received - Used |
Annual Interest Rates on Advances Received (Used) (%) |
|---|---|---|---|---|
| Sumitomo Mitsui Banking Corporation |
\$ 96,419 |
\$ - |
\$ 96,419 |
0.9 |
| December 31, 2020 | ||||
| Counterparty | Receivables Factoring Proceeds |
Advances Received - Unused |
Advances Received - Used |
Annual Interest Rates on Advances Received (Used) (%) |
| Sumitomo Mitsui Banking Corporation |
\$ 230,449 |
\$ - |
\$ 230,449 |
0.9 |
| September 30, 2020 | ||||
| Counterparty | Receivables Factoring Proceeds |
Advances Received - Unused |
Advances Received - Used |
Annual Interest Rates on Advances Received (Used) (%) |
| Sumitomo Mitsui Banking Corporation |
\$ 251,611 |
\$ - |
\$ 251,611 |
0.9 |
Pursuant to the NTC's factoring agreements, losses from commercial disputes (such as sales returns and discounts) are borne by NTC, while losses from credit risk are borne by the banks.
31. RELATED PARTY TRANSACTIONS
a. The names and relationships of related parties are as follows:
| Related Party | Relationship with the Group |
|---|---|
| Walsin Lihwa Corporation | Investor that exercises significant influence over the Group |
| Hwa Bao Botanic Conservation Corp. | Associate |
| Chin Xin Investment Co., Ltd. | Associate |
| Tower Partners Semiconductor Co., Ltd. ("TPSCo.") |
Related party in substance |
| Nyquest Technology Co., Ltd. | Related party in substance |
| Walton Advanced Engineering Inc. | Related party in substance |
| Walton Advanced Engineering Ltd. (Suzhou) | Related party in substance |
| Chin Cherng Construction Co., Ltd. | Related party in substance |
| Walsin Technology Corporation | Related party in substance |
| United Industrial Gases Co., Ltd. | Related party in substance |
| Harbinger III Venture Capital Corp. | Related party in substance |
| Glorystone Inc. | Related party in substance |
| Waltech Advanced Engineering (Suzhou) Ltd. |
Related party in substance |
| Hannstar Display Corporation | Related party in substance |
| TDC | Subsidiary (June 10, 2019 as the date of liquidation and completed the liquidation and legal procedures on April 1, 2021) |
b. Operating activities
| Three Months Ended September 30 |
Nine Months Ended September 30 |
|||
|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |
| 1) Operating revenue |
||||
| Related party in substance | \$ 1,322,054 |
\$ 77,530 |
\$ 2,865,844 |
\$ 163,022 |
| 2) Purchases of goods |
||||
| Related party in substance TPSCo. Others |
\$ 1,580,420 33,962 |
\$ 771,855 - |
\$ 4,943,642 62,653 |
\$ 771,855 - |
| \$ 1,614,382 |
\$ 771,855 |
\$ 5,006,295 |
\$ 771,855 (Continued) |
| Three Months Ended September 30 |
Nine Months Ended September 30 |
|||
|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |
| 3) Manufacturing expenses |
||||
| Related party in substance Walton Advanced Engineering Inc. Others |
\$ 865,793 649,908 \$ 1,515,701 |
\$ 885,468 146,082 \$ 1,031,550 |
\$ 2,433,930 1,967,767 \$ 4,401,697 |
\$ 2,435,400 411,268 \$ 2,846,668 |
| 4) Operating expenses |
||||
| Investor that exercises significant influence over the Group Related party in substance |
\$ 3,265 117,569 \$ 120,834 |
\$ 3,962 47,738 \$ 51,700 |
\$ 9,437 346,778 \$ 356,215 |
\$ 9,389 53,128 \$ 62,517 |
| 5) Dividend income |
||||
| Investor that exercises significant influence over the Group Walsin Lihwa Corporation Related party in substance |
\$ 199,800 |
\$ 112,351 |
\$ 199,800 |
\$ 112,351 |
| Hannstar Display Corporation United Industrial Gases |
75,000 | - | 75,000 | - |
| Co., Ltd. Walsin Technology |
- | - | 62,000 | 64,394 |
| Corporation Others |
51,707 15,788 |
47,301 188 |
51,707 15,788 |
47,301 3,488 |
| \$ 342,295 |
\$ 159,840 |
\$ 404,295 |
\$ 227,534 |
|
| 6) Other income |
||||
| Related party in substance Associate |
\$ - 30 |
\$ - 30 |
\$ 1,311 60 |
\$ 2,345 60 |
| \$ 30 |
\$ 30 |
\$ 1,371 |
\$ 2,405 (Concluded) |
| September 30, 2021 |
December 31, 2020 |
September 30, 2020 |
|
|---|---|---|---|
| 7) Accounts receivable due from related parties |
|||
| Related party in substance | \$ 690,593 |
\$ 77,760 |
\$ 64,333 |
| 8) Accounts payable due to related parties |
|||
| Related party in substance Walton Advanced Engineering Inc. TPSCo. Others |
\$ 855,558 478,657 105,990 \$ 1,440,205 |
\$ 782,278 788,043 95,682 \$ 1,666,003 |
\$ 646,762 842,316 144,828 \$ 1,633,906 |
| 9) Other receivables and other current assets |
|||
| Related party in substance TPSCo. Others Associate Investor that exercises significant influence over the Group Subsidiary |
\$ 266,292 10,501 54,916 16 - |
\$ 255,453 - - - 16,552 |
\$ 288,662 - 91,421 261 16,552 |
| \$ 331,725 |
\$ 272,005 |
\$ 396,896 |
|
| 10) Other payables |
|||
| Related party in substance Investor that exercises significant influence over the Group |
\$ 95,890 2,294 \$ 98,184 |
\$ 77,738 - \$ 77,738 |
\$ 92,711 2,122 \$ 94,833 |
| 11) Refundable deposits (recorded as "other non-current assets") |
|||
| Related party in substance | \$ 1,722 |
\$ 1,722 |
\$ 1,722 |
| Investor that exercises significant influence over the Group |
203 | 203 | 203 |
| \$ 1,925 |
\$ 1,925 |
\$ 1,925 |
The Group's transactions with the related party were conducted under normal terms.
c. Property, plant and equipment
| Disposal Price | Gain (Loss) on Disposal | ||||||
|---|---|---|---|---|---|---|---|
| Three Months Ended September 30 |
September 30 | Three Months Ended | |||||
| 2021 | 2020 | 2021 | 2020 | ||||
| Related party in substance Waltech Advanced |
|||||||
| Engineering (Suzhou) Ltd. Others |
\$ 886 150 |
\$ - - |
\$ 886 117 |
\$ - - |
|||
| \$ 1,036 |
\$ - |
\$ 1,003 |
\$ - |
||||
| Disposal Price | Gain (Loss) on Disposal | ||||||
| Nine Months Ended | Nine Months Ended | ||||||
| September 30 | September 30 | ||||||
| 2021 | 2020 | 2021 | 2020 | ||||
| Related party in substance Waltech Advanced |
|||||||
| Engineering (Suzhou) Ltd. | \$ 886,862 |
\$ - |
\$ 144,679 |
\$ - |
|||
| Others | 628 | - | 595 | - | |||
| \$ 887,490 |
\$ - |
\$ 145,274 |
\$ - |
The price of above transaction were determined based on the acquisition cost of the equipment and reference to the recent quoted market price.
d. Lease arrangements
| September 30, 2021 |
December 31, 2020 |
September 30, 2020 |
|||||
|---|---|---|---|---|---|---|---|
| 1) | Lease liabilities | ||||||
| Related party in substance | \$ | 14,116 | \$ 22,450 |
\$ | 25,070 | ||
| Investor that exercises significant influence over the Group |
665 | 2,642 | 3,276 | ||||
| \$ | 14,781 | \$ 25,092 |
\$ | 28,346 | |||
| Three Months Ended September 30 |
Nine Months Ended | September 30 | |||||
| 2021 | 2020 | 2021 | 2020 | ||||
| 2) | Interest expense | ||||||
| Related party in substance Investor that exercises |
\$ 60 |
\$ | 104 | \$ 215 |
\$ | 344 | |
| significant influence over the Group |
4 | 13 | 19 | 48 |
e. Sublease arrangements
Lease arrangements - sublease arrangement under operating leases
On September 1, 2020, NTC subleased its right-of-use asset to TPSCo. under operating lease with lease term of 12 years, and the rental is based on similar asset's market rental rates and fixed lease payments are received monthly.
| September 30, 2021 |
December 31, 2020 |
September 30, 2020 |
|||
|---|---|---|---|---|---|
| 1) | Operating lease receivables | ||||
| Related party in substance | \$ - |
\$ 23,504 |
\$ - |
||
| September 30, 2021 |
September 31, 2020 |
September 30, 2020 |
|||
| 2) | Future lease payment receivables | ||||
| Related party in substance | \$ 1,721,586 |
\$ 1,635,005 |
\$ 1,013,831 |
||
| Three Months Ended September 30 |
Nine Months Ended September 30 |
||||
| 2021 | 2020 | 2021 | 2020 | ||
| 3) | Lease income | ||||
| Related party in substance TPSCo. \$ |
58,720 | \$ 21,483 |
\$ 180,187 |
\$ 21,483 |
f. Guarantee
The chairman of NTC is a joint guarantor of the land-leasing from Taiwan Sugar Corporation. Refer to Note 14 to the consolidated financial statements.
g. Compensation of key management personnel
| Three Months Ended September 30 |
Nine Months Ended September 30 |
|||
|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |
| Short-term employment | \$ | \$ | \$ | \$ |
| benefits | 98,110 | 70,219 | 280,877 | 197,286 |
| Post-employment benefits | 2,000 | 3,471 | 23,609 | 28,250 |
| \$ | \$ | \$ | \$ | |
| 100,110 | 73,690 | 304,486 | 225,536 |
The remuneration of directors and key management personnel was suggested by the remuneration committee having regard to the performance of individuals and market trends. And the remuneration was resolved by the board of directors.
32. PLEDGED AND COLLATERALIZED ASSETS
Refer to Notes 6, 13 and 15 to the consolidated financial statements.
33. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS
Significant contingent liabilities and unrecognized commitments of the Group as of the end of the reporting period, excluding those disclosed in other notes, were as follows:
- a. Amounts available under unused letters of credit as of September 30, 2021 and 2020 were approximately US\$6,637 thousand and US\$7,644 thousand, JPY271,900 thousand and JPY495,160 thousand, respectively.
- b. Signed construction contract
| Total Contract Price |
Payment as of September 30, 2020 |
|
|---|---|---|
| TASA Construction Corporation | \$ 8,829,621 |
\$ 8,167,710 |
- c. L Company filed a complaint in the U.S. District Court for the District of Delaware on April 29, 2021. The plaintiff alleged that NTCA (and NTCA only) infringes one of its patents. On June 22, 2021, NTCA signed the authorization and settlement agreement. According to the agreement, L Company then withdraw the complaint in the U.S. District Court for the District of Delaware on June 30, 2021.
- d. NTC and NTCA received a complaint served by the court on June 29, 2020. The plaintiff charged in the California High Court that the gasoline generator produced by HD POWER SYSTEMS INC., exploded during use and caused damage to it. At the same time, NTC, NTCA and other related companies shall bear the relevant compensation liabilities. The plaintiff applied to withdraw the complaint against NTC in the Court on June 29, 2021, and applied to withdraw the complaint against NTCA in the Court on July 7, 2021. The court has issued a Dismissal Order, the case was closed.
34. OTHER ITEMS
The novel viral pneumonia (Covid-19 pandemic) spread all over the world, causing subsidiaries, customers and suppliers in some regions to implement quarantine and travel restrictions. The Group has evaluated that there is no significant impact on the overall business operation and financial position of the Group. There are no concerns about the ability of the Group's going concern, assets impairment and fund-raising risks.
35. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES
The following information was aggregated by the foreign currencies other than functional currencies of the Group entities and the exchange rates between foreign currencies and respective functional currencies were disclosed.
| The significant assets and liabilities denominated in foreign currencies were as follows: | ||
|---|---|---|
| September 30, 2021 | December 31, 2020 | September 30, 2020 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Foreign Currencies (In Thousands) |
Exchange Rate (Note 1) |
New Taiwan Dollars (In Thousands) |
Foreign Currencies (In Thousands) |
Exchange Rate (Note 1) |
New Taiwan Dollars (In Thousands) |
Foreign Currencies (In Thousands) |
Exchange Rate (Note 1) |
New Taiwan Dollars (In Thousands) |
|
| Financial assets | |||||||||
| Monetary items | |||||||||
| USD | \$ 498,275 |
27.85 | \$ 13,876,970 | \$ 269,426 |
28.48 | \$ 7,673,245 | \$ 275,139 |
29.10 | \$ 8,006,541 |
| USD | 32,351 | 111.85 | 900,974 | 24,365 | 103.08 | 693,912 | 22,747 | 105.59 | 661,949 |
| (Note 2) | (Note 2) | (Note 2) | |||||||
| EUR | 1,730 | 32.32 | 55,911 | 2,342 | 35.02 | 82,028 | 2,973 | 34.15 | 101,518 |
| JPY | 2,129,539 | 0.2490 | 530,255 | 1,570,680 | 0.2763 | 433,979 | 1,908,345 | 0.2756 | 525,940 |
| RMB | 80,447 | 4.305 | 346,325 | 82,515 | 4.377 | 361,168 | 345,994 | 4.269 | 1,477,049 |
| ILS | 23,492 | 8.6542 | 203,300 | 23,042 | 8.8712 | 204,409 | 18,870 | 8.4314 | 159,099 |
| Financial liabilities | |||||||||
| Monetary items | |||||||||
| USD | 130,524 | 27.85 | 3,635,102 | 110,623 | 28.48 | 3,150,531 | 128,595 | 29.10 | 3,742,109 |
| USD | 24,960 | 111.85 | 695,141 | 14,973 | 103.08 | 426,430 | 15,822 | 105.59 | 460,415 |
| (Note 2) | (Note 2) | (Note 2) | |||||||
| EUR | 47,483 | 32.32 | 1,534,636 | 2,803 | 35.02 | 98,166 | 3,215 | 34.15 | 109,799 |
| JPY | 3,404,578 | 0.2490 | 847,740 | 1,444,374 | 0.2763 | 399,080 | 1,477,508 | 0.2756 | 398,933 |
| ILS | 28,547 | 8.6542 | 247,049 | 21,479 | 8.8712 | 190,547 | 19,959 | 8.4314 | 168,284 |
Note 1: Except as otherwise noted, exchange rate represents the number of New Taiwan dollars for which one unit of foreign currency could be exchanged.
Note 2: The exchange rate represents the number of JPY for which one US dollar could be exchanged.
Refer to the consolidated statements of comprehensive income for the total of realized and unrealized net foreign exchange gains (losses) for the three months ended and nine months ended September 30, 2021 and 2020, respectively. It is impractical to disclose net foreign exchange gains (losses) by each significant foreign currency due to the variety of the foreign currency transactions and functional currencies of the group entities.
36. ADDITIONAL DISCLOSURE
a. Following are the additional disclosures for material transactions:
| 1) | Financings provided | None |
|---|---|---|
| 2) | Endorsements/guarantees provided | Table 1 |
| 3) | Marketable securities held (excluding investments in subsidiaries and associates) | Table 2 |
| 4) | Marketable securities acquired and disposed of at costs or prices of at least NT\$300 million or 20% of the paid-in capital |
None |
| 5) | Acquisition of individual real estate properties at costs of at least NT\$300 million or 20% of the paid-in capital |
Table 3 |
| 6) | Disposal of individual real estate properties at prices of at least NT\$300 million or 20% of the paid-in capital |
None |
| 7) | Total purchases from or sales to related parties of at least NT\$100 million or 20% of the paid-in capital |
Table 4 |
| 8) | Receivables from related parties amounting to at least NT\$100 million or 20% of the paid-in capital |
Table 5 |
| 9) | Information about the derivative financial instruments transaction | Note 7 |
| 10) | Intercompany relationships and Significant intercompany transactions. | Table 8 |
b. Information on investments: Refer to Table 6 attached.
c. Information on investment in mainland China
| 1) | The name of the investee in mainland China, the main businesses and products, its issued capital, method of investment, information on inflow or outflow of capital, percentage of ownership, income (losses) of the investee, share of profits (losses) of investee, ending balance, amount received as dividends from the investee, and the |
Table 7 | |
|---|---|---|---|
| 2) | a) b) c) d) e) f) |
limitation on investee. Significant direct or indirect transactions with the investee, its prices and terms of payment, unrealized gain or loss, and other related information which is helpful to understand the impact of investment in mainland China on financial reports. The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period. The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period. The amount of property transactions and the amount of the resultant gains or losses. The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes. The highest balance, the ending balance, the interest rate range, and total current period interest with respect to the financing of funds. Other transactions that have a material effect on the profit or loss for the year or on |
Table 7 |
| the financial position, such as the rendering or receipt of services. |
d. Information on major shareholders: Refer to Table 9 attached.
37. SEGMENT INFORMATION
- a. Basic information about operating segment
- 1) Classification of operating segments
The Group's reportable segments under IFRS 8 "Operating Segments" and IAS 34 "Interim Financial Reporting" was as follows:
a) Segment of DRAM IC product
The DRAM IC product segment engages mainly in the manufacturing, selling, researching, designing and after-sales service of Mobile RAM and Specialty DRAM.
b) Segment of Flash Memory product
The Flash Memory product segment engages mainly in the manufacturing, selling, researching, designing and after-sales service of Flash Memory product.
c) Segment of Logic IC product
The Logic IC product segment engages mainly in the manufacturing, selling, researching, designing and after-sales service of Logic IC product.
2) Principles of measuring reportable segments, profit, assets and liabilities
The significant accounting principles of each operating segment are the same as those stated in Note 4 to the consolidated financial statements. The Group's operating segment profit or loss represents the profit or loss earned by each segment. The profit or loss is controllable by segment managers and is the basis for assessment of segment performance. Individual segment assets are disclosed as zero since those measures are not reviewed by the chief operating decision maker. Major liabilities are arranged based on the capital cost and deployment of the whole company, which are not controlled by individual segment managers.
b. Segment revenues and operating results
The following was an analysis of the Group's revenue from continuing operations by reportable segments.
| Segment Revenue | Segment Profit and Loss | |||
|---|---|---|---|---|
| Nine Months Ended | Nine Months Ended | |||
| September 30 | September 30 | |||
| 2021 | 2020 | 2021 | 2020 | |
| DRAM IC product | \$ 19,269,171 |
\$ 12,956,612 |
\$ 5,619,177 |
\$ (671,331) |
| Flash Memory product | 23,509,033 | 16,705,862 | 9,682,101 | 3,870,202 |
| Logic IC product | 30,792,167 | 10,672,677 | 5,448,576 | 1,734,691 |
| Total of segment revenue | 73,570,371 | 40,335,151 | 20,749,854 | 4,933,562 |
| Other revenue | 3,876 | 168 | 3,876 | 168 |
| Operating revenue | \$ 73,574,247 |
\$ 40,335,319 |
||
| Unallocated expenditure Administrative and |
||||
| supporting expenses Sales and other common |
(4,228,530) | (2,093,906) | ||
| expenses | (3,658,705) | (1,819,672) | ||
| Income from operations | 12,866,495 | 1,020,152 | ||
| Non-operating income and expenses |
||||
| Interest income | 41,364 | 38,323 | ||
| Dividend income | 404,364 | 227,534 | ||
| Gain from bargain purchase | - | 218,968 | ||
| Other income | 376,108 | 97,866 | ||
| Share of profit (loss) of associates |
199,860 | 64,752 | ||
| Gains (losses) on disposal of property, plant and |
||||
| equipment | 166,004 | (5,889) | ||
| Gains (losses) on disposals of intangible assets |
(4,803) | - | ||
| Gains (losses) on disposal of | ||||
| investments | (436) | - | ||
| Gains (losses) on disposal of non-current held for sale |
||||
| assets | 30,371 | - | ||
| Gains (losses) on foreign | ||||
| exchange | (92,904) | (51,120) (Continued) |
| Segment Revenue Nine Months Ended September 30 |
Segment Profit and Loss Nine Months Ended September 30 |
||||||
|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | ||||
| Gains (losses) on financial instruments at fair value through profit or loss Interest expense Other expenses Impairment loss recognized on property, plant and |
\$ | 25,956 (183,178) (377,416) |
\$ | 50,071 (209,233) (144,366) |
|||
| equipment | (782,949) | - | |||||
| Income before income tax | \$ | 12,668,836 | \$ | 1,307,058 (Concluded) |
TABLE 1
WINBOND ELECTRONICS CORPORATION AND SUBSIDIARIES
ENDORSEMENTS/GUARANTEES PROVIDED FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 (In Thousands of New Taiwan Dollars, Unless Specified Otherwise)
| Endorsee/Guarantee | Ratio of | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| No. | Endorser/Guarantor | Name | Relationship | Limit on Endorsement/ Guarantee Given on Behalf of Each Party |
Maximum Amount Endorsed/ Guaranteed During the Period |
Outstanding Endorsement/ Guarantee at the End of the Period |
Actual Borrowing Amount |
Amount Endorsed/ Guaranteed by Collateral |
Accumulated Endorsement/ Guarantee to Net Equity in Latest Financial Statements (%) |
Aggregate Endorsement/ Guarantee Limit |
Endorsement/ Guarantee Given by Parent on Behalf of Subsidiaries |
Endorsement/ Guarantee Given by Subsidiaries on Behalf of Parent |
Endorsement/ Guarantee Given on Behalf of Companies in Mainland China |
Note |
| 0 | Winbond Electronics Corporation ("WEC") |
NTCJ | NTC's indirect subsidiary with 100% ownership |
\$ 16,375,542 (Note 1) |
\$ 11,471,679 (JPY 46,071,000) (Note 3) |
\$ 11,471,679 (JPY 46,071,000) (Note 3) |
\$ 74,700 (JPY 300,000) |
\$ - |
15.07 | \$ 38,055,583 (Note 5) |
Y | N | N | |
| 1 | NTC | NTSH | Subsidiary | 14,272,361 (Note 2) |
2,281,650 (RMB 530,000) (Note 4) |
- (Note 4) |
- | - | - | 14,272,361 (Note 6) |
Y | N | Y | |
| NTCJ | Subsidiary | 14,272,361 (Note 2) |
2,484,450 (JPY 8,300,000) and (USD 15,000) (Note 4) |
1,451,100 (JPY 4,150,000) and (USD 15,000) (Note 4) |
161,230 (JPY 642,000) and (USD 49) (Note 4) |
- | 10.17 | 14,272,361 (Note 6) |
Y | N | N |
Note 1: WEC's maximum amount endorsed are limited to 30% of the net equity in latest financial statements of WEC or 150% of the net value of the endorsee company, whichever is lower. WEC's limitation of maximum endorse amount as described are not limited to subsidiaries that directly or indirectly hold 100% of voting shares.
Note 2: NTC's maximum amount endorsed are limited to 20% of the net equity in latest financial statements of NTC or the net value of the endorsee company, whichever is lower. NTC's limitation of maximum endorse amount as described are not limited to subsidiaries that directly or indirectly hold more than 50% of voting shares.
Note 3: The ending balance is approved by the boards of directors of WEC.
Note 4: The ending balance is approved by the boards of directors of NTC.
Note 5: WEC's total maximum amount endorsed are limited to 50% of the net equity in latest financial statements of WEC.
Note 6: NTC's maximum amount endorsed are based on the net equity in the latest financial statements of NTC.
TABLE 2
WINBOND ELECTRONICS CORPORATION AND SUBSIDIARIES
MARKETABLE SECURITIES HELD
SEPTEMBER 30, 2021
(In Thousands of New Taiwan Dollars and Foreign Currencies)
| September 30, 2021 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Company Name | Type and Name of Marketable Securities | Relationship with the Holding Company | Financial Statement Account | Shares/Units | Carrying Amount |
Percentage of Ownership (%) |
Fair Value | Note |
| WEC | Shares | |||||||
| Walsin Lihwa Corporation | The investee's chairman are relatives within the second degree of relationship of WEC's chairman. As WEC's corporate director, the investee held 22% ownership interest in WEC. |
Current financial assets at fair value through other comprehensive income |
222,000,000 | \$ 5,594,400 |
6 | \$ 5,594,400 |
||
| Walsin Technology Corporation | The investee's chairman are relatives within the second degree of relationship of WEC's chairman. |
〃 | 8,600,117 | 1,315,818 | 2 | 1,315,818 | ||
| Hannstar Display Corporation | The investee's chairman are relatives within the second degree of relationship of WEC's chairman. |
〃 | 150,000,210 | 2,280,003 | 5 | 2,280,003 | ||
| Walton Advanced Engineering Inc. | The investee chairman are relatives within the second degree of relationship of WEC's chairman. WEC as the investee's director. |
〃 | 50,062,641 | 858,574 | 10 | 858,574 | ||
| Shares | ||||||||
| His Chu Golf Country Club | None | Non-current financial assets at fair value through other comprehensive income |
3 | 10,830 | - | 10,830 | ||
| Linkou Golf Course | 〃 | 〃 | 1 | 8,750 | - | 8,750 | ||
| Smart Catch International Co., Ltd. | 〃 | 〃 | 4,000,000 | - | 16 | - | ||
| Harbinger III Venture Capital Corp. | WEC as the investee's supervisor. | 〃 | 5,440 | 113 | 5 | 113 | ||
| WECA | Shares | |||||||
| Kneron Holding Company | None | Current financial assets at fair value through profit or loss |
377,808 | USD 2,000 |
1 | USD 2,000 |
||
| Everspin Technologies, Inc. | 〃 | Current financial assets at fair value through other comprehensive income |
262,834 | USD 1,703 |
1 | USD 1,703 |
||
| Vanguard Short-Term Corporate Bond ETF (VCSH) |
〃 | 〃 | 12,000 | USD 989 |
- | USD 989 |
||
| iShares National Muni Bond ETF (MUB) | 〃 | 〃 | 8,500 | USD 987 |
- | USD 987 |
(Continued)
| September 30, 2021 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Company Name | Type and Name of Marketable Securities | Relationship with the Holding Company | Financial Statement Account | Shares/Units | Carrying Amount |
Percentage of Ownership (%) |
Fair Value | Note |
| WECA | Funds JVP VIII, L.P. |
None | Non-current financial assets at fair value | - | USD 14,853 |
7 | USD 14,853 |
|
| through other comprehensive income | ||||||||
| JVP X Funds | 〃 | 〃 | - | USD 6,000 |
4 | USD 6,000 |
||
| WECJ | Shares | |||||||
| Nihon Computer Co., Ltd. | None | Non-current financial assets at fair value | 10 | JPY - |
1 | JPY - |
||
| through other comprehensive income | ||||||||
| GLMTD | Shares | |||||||
| TEGNA Electronics Private Limited | The held company as the investee's director | Non-current financial assets at fair value through other comprehensive income |
3,001,000 | INR 30,010 |
10 | INR 30,010 |
||
| NTC | Shares | |||||||
| Yu-Ji Venture Capital Co., Ltd. | The held company as the investee's director | Non-current financial assets at fair value through other comprehensive income |
675,000 | 10,193 | 5 | 10,193 | ||
| Brightek Optoelectronic Co., Ltd. | None | 〃 | 34,680 | 1,767 | - | 1,767 | ||
| United Industrial Gases Co., Ltd. | The held company as the investee's director | 〃 | 8,800,000 | 422,400 | 4 | 422,400 | ||
| Autotalks Ltd. - Preferred E. Share |
None | 〃 | 3,932,816 | 557,000 | 9 | 557,000 | ||
| SYI | Shares | |||||||
| Nyquest Technology Co., Ltd. | The held company as the investee's director | Non-current financial assets at fair value | 1,650,000 | 245,025 | 5 | 245,025 | ||
| through other comprehensive income | ||||||||
| NTCJ | Shares | |||||||
| Symetrix Corporation | None | Non-current financial assets at fair value | 50,268 | - | 1 | - | ||
| through other comprehensive income | ||||||||
| Tower Partners Semiconductor Co., Ltd. ("TPSCo.") |
Related party in substance | 〃 | 14,700 | 1,250,726 | 49 | 1,250,726 | Note 1 | |
Note 1: Under the business combination arrangement, if TPSCo. turns net profit during the period of the effective date of the acquisition to March 31, 2022, NTCJ is required to pay Panasonic Corporation the net profit based on ownership share. Thus, NTC has no significant influence over TPSCo. during the period of the effective date of the acquisition to March 31, 2022. TPSCo. was recognized as non-current financial assets at fair value through other comprehensive income.
Note 2: Refer to Tables 6 and 7 for information of investment in subsidiaries, investments in associates and investment in Mainland China.
(Concluded)
TABLE 3
WINBOND ELECTRONICS CORPORATION AND SUBSIDIARIES
ACQUISITION OF INDIVIDUAL REAL ESTATE PROPERTIES AT COSTS OF AT LEAST NT\$300 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 (In Thousands of New Taiwan Dollars)
| Company | Transaction | Information on Previous Title Transfer If Counterparty Is A Related Party |
Pricing | Purpose of | Other | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Property | Event Date | Amount | Payment Term | Counterparty | Relationship | Property Owner |
Relationship | Transaction Date |
Amount | Reference | Acquisition | Terms |
| WEC | Buildings | 2021.01.21-2021.09.22 | \$ 1,121,422 |
Monthly settlement by the construction progress and acceptance |
Exyte Taiwan Co., Ltd. |
None | N/A | N/A | N/A | N/A | Price comparison and price negotiation |
Business purpose | None |
| Buildings | 2021.01.21-2021.09.22 | 638,612 | Monthly settlement by the construction progress and acceptance |
L&K Engineering Co., Ltd. |
None | N/A | N/A | N/A | N/A | Price comparison and price negotiation |
Business purpose | None | |
| Buildings | 2021.01.21-2021.09.22 | 495,691 | Monthly settlement by the construction progress and acceptance |
TASA Construction Corporation |
None | N/A | N/A | N/A | N/A | Price comparison and price negotiation |
Business purpose | None | |
| Buildings | 2021.05.24-2021.09.10 | 314,093 | Monthly settlement by the construction progress and acceptance |
Mega Union Technology Incorporated |
None | N/A | N/A | N/A | N/A | Price comparison and price negotiation |
Business purpose | None |
TABLE 4
WINBOND ELECTRONICS CORPORATION AND SUBSIDIARIES
TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES OF AT LEAST NT\$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021
(In Thousands of New Taiwan Dollars and Foreign Currencies)
| Transaction Details | Abnormal Transaction | Notes/Accounts Payable or Receivable |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Company Name | Related Party | Relationship | Purchase/ Sale |
Amount | % of Total |
Payment Terms | Unit Price | Payment Terms |
Ending Balance | % to Total |
Note |
| WEC | WEHK WECJ WECN WECA NTC |
Direct subsidiary with 100% ownership Indirect subsidiary with 100% ownership Indirect subsidiary with 100% ownership Indirect subsidiary with 100% ownership Direct subsidiary with 52% ownership |
Sales Sales Sales Sales Sales |
\$ 7,612,825 4,234,527 2,846,840 1,095,863 284,309 |
18 10 7 3 1 |
Net 90 days from invoice date Net 90 days from invoice date Net 90 days from invoice date Net 90 days from invoice date Net 30 days from invoice date |
N/A N/A N/A N/A N/A |
N/A N/A N/A N/A N/A |
\$ 1,094,351 660,042 46,777 91,899 81,433 |
14 9 1 1 1 |
|
| WEHK | WEC | Parent company | Purchases | USD 271,795 |
100 | Net 90 days from invoice date | N/A | N/A | USD (39,294) |
(100) | |
| WECJ | WEC | Parent company | Purchases | JPY 16,386,113 |
99 | Net 90 days from invoice date | N/A | N/A | JPY (2,652,453) |
(99) | |
| WECN | WEC | Parent company | Purchases | RMB 660,558 |
100 | Net 90 days from invoice date |
N/A | N/A | RMB (10,866) |
(100) | |
| WECA | WEC | Parent company | Purchases | USD 39,241 |
100 | Net 90 days from invoice date | N/A | N/A | USD (3,309) |
(100) | |
| NTC | WEC NTHK |
Parent company NTC's direct subsidiary with 100% ownership |
Purchases Sales |
284,627 3,628,728 |
9 34 |
Net 30 days from invoice date Net 90 days from invoice date |
N/A N/A |
N/A N/A |
(81,251) 125,559 |
(5) 8 |
|
| NTC | Nyquest Technology Co., Ltd. | Related party in substance | Sales | 192,701 | 2 | Net 45 days from invoice date | N/A | N/A | 55,640 | 4 | |
| NTHK | NTC | Parent company | Purchases | USD 129,646 |
100 | Net 90 days from invoice date | N/A | N/A | USD (4,508) |
(100) | |
| NTSPL | NTCJ | NTC's indirect subsidiary with 100% ownership |
Sales | USD 72,723 |
33 | Net 10 days end of the month | N/A | N/A | USD 8,162 |
35 | |
| NTCJ | NTSPL | NTC's direct subsidiary with 100% ownership |
Purchases | JPY 8,085,389 |
22 | Net 10 days end of the month | N/A | N/A | JPY (915,131) |
(11) | |
| NTSPL | NTC's direct subsidiary with 100% ownership |
Sales | JPY 15,920,705 |
24 | Net 10 days end of the month | N/A | N/A | JPY 1,952,519 |
17 | ||
| NTSPL | NTCJ | NTC's indirect subsidiary with 100% ownership |
Purchases | USD 147,643 |
68 | Net 10 days end of the month | N/A | N/A | USD (17,853) |
(71) | |
| NTCJ | NTSH | NTC's indirect subsidiary with 100% ownership |
Sales | JPY 4,168,163 |
6 | Net 15 days end of the month | N/A | N/A | - | - |
(Continued)
| Transaction Details | Abnormal Transaction | Notes/Accounts Payable or Receivable |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Company Name | Related Party | Relationship | Purchase/ Sale |
Amount | % of Total |
Payment Terms | Unit Price | Payment Terms |
Ending Balance | % to Total |
Note |
| NTSH | NTCJ | NTC's indirect subsidiary with 100% ownership |
Purchases | JPY 4,168,163 |
100 | Net 15 days end of the month | N/A | N/A | \$ - |
- | |
| NTCJ | NTC's indirect subsidiary with 100% ownership |
Sales | RMB 84,688 |
21 | Net 15 days end of the month | N/A | N/A | - | - | ||
| NTCJ | NTSH | NTC's indirect subsidiary with 100% ownership |
Purchases | RMB 84,688 |
4 | Net 15 days end of the month | N/A | N/A | - | - | |
| TPSCo. | Related party in substance | Purchases | JPY 19,093,077 |
52 | Net 10 days end of the month | N/A | N/A | JPY (1,922,316) |
(23) | ||
| Waltech Advanced Engineering (Suzhou) Ltd. |
Related party in substance | Sales | JPY 8,894,146 |
13 | Net 10 days end of the month | N/A | N/A | JPY 2,412,325 |
21 | ||
| NTSH | Waltech Advanced Engineering (Suzhou) Ltd. |
Related party in substance | Sales | RMB 33,736 |
8 | Net 15 days end of the month | N/A | N/A | - | - |
(Concluded)
TABLE 5
WINBOND ELECTRONICS CORPORATION AND SUBSIDIARIES
RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT\$100 MILLION OR 20% OF THE PAID-IN CAPITAL
SEPTEMBER 30, 2021
(In Thousands of New Taiwan Dollars and Foreign Currencies)
| Overdue | Amount | |||||||
|---|---|---|---|---|---|---|---|---|
| Company Name | Related Party | Relationship | Ending Balance | Turnover Rate | Amount | Action Taken | Received in Subsequent Period |
Allowance for Impairment Loss |
| WEC | WEHK WECJ |
Direct subsidiary with 100% ownership Indirect subsidiary with 100% ownership |
\$ 1,094,351 660,042 |
11.41 11.91 |
\$ - - |
- - |
\$ 534,157 - |
\$ - - |
| NTC | NTHK | NTC's direct subsidiary with 100% ownership |
125,559 | 67.63 | - | - | 125,559 | - |
| NTSPL | NTCJ | NTC's indirect subsidiary with 100% ownership |
USD 8,162 (Note 2) |
12.65 | - | - | USD 8,162 |
- |
| NTCJ | NTSPL | NTC's direct subsidiary with 100% ownership |
JPY 1,952,519 (Note 2) |
12.04 | - | - | JPY 1,952,519 |
- |
| AMTC | NTCJ | NTC's indirect subsidiary with 100% ownership |
JPY 549,106 (Note 2) |
7.05 | - | - | JPY 549,106 |
- |
| NTCJ | Waltech Advanced Engineering (Suzhou) Ltd. |
Related party in substance | JPY 2,412,325 |
9.83 | - | - | JPY 2,412,325 |
- |
| TPSCo. | Related party in substance | JPY 1,069,447 |
(Note 1) | - | - | JPY 1,069,447 |
- |
Note 1: Other receivables is not applicable to calculation of turnover rate.
Note 2: All receivables were written-off.
TABLE 6
WINBOND ELECTRONICS CORPORATION AND SUBSIDIARIES
NAMES, LOCATIONS, AND RELATED INFORMATION OF INVESTEES OVER WHICH THE COMPANY EXERCISES SIGNIFICANT INFLUENCE (EXCLUDING INFORMATION ON INVESTMENT IN MAINLAND CHINA) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021
(In Thousands of New Taiwan Dollars and Foreign Currencies)
| Original Investment Amount | As of September 30, 2021 | Net Income | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Investor Company | Investee Company | Location | Main Businesses and Products | September 30, | December 31, | Number of | Carrying | (Loss) of the | Share of | Note | |
| 2021 | 2020 | Shares | % | Amount | Investee | Profit (Loss) | |||||
| Winbond Electronics Corp. | Nuvoton Technology Corporation | Taiwan | Research, design, development, manufacture and marketing of Logic IC, 6 inch wafer product, test, and OEM |
\$ 4,436,920 | \$ 4,436,920 | 214,954,635 | 52.00 | \$ 7,282,688 | \$ 1,852,052 | \$ 980,204 | |
| Winbond International Corporation | British Virgin Islands | Investment holding | 2,758,517 | 2,758,517 | 87,960,000 | 100.00 | 1,488,628 | 37,083 | 37,083 | ||
| Winbond Electronics (HK) Limited | Hong Kong | Sales of semiconductor and investment holding | 278,158 | 278,158 | 71,150,000 | 100.00 | 384,487 | 115,368 | 115,367 | ||
| Landmark Group Holdings Ltd. | British Virgin Islands | Investment holding | 168,755 | 168,755 | 5,343,000 | 100.00 | 113,928 | (6,611) | (6,611) | ||
| Great Target Development Ltd. | Seychelles | Investment holding | 155,663 | 155,663 | 4,470,000 | 100.00 | 133,692 | (483) | (483) | ||
| Callisto Holding Limited | Hong Kong | Electronic commerce and investment holding | 156,292 | 156,292 | 40,000,000 | 100.00 | 108,491 | (11,258) | (11,258) | ||
| Winbond Technology Ltd. | Israel | Design and service of semiconductor | 21,242 | 21,242 | 100,000 | 100.00 | 73,869 | 9,243 | 9,243 | ||
| Winbond Electronics Germany GmbH | Germany | Marketing service of semiconductor | 28,679 | 28,679 | 850,000 | 100.00 | 24,435 | 393 | 393 | ||
| Pine Capital Investment Limited | Hong Kong | Investment holding | 2,967 | 2,967 | 780,000 | 100.00 | 2,941 | (227) | (227) | ||
| Chin Xin Investment Co., Ltd. | Taiwan | Investment holding | 1,874,825 | 1,874,825 | 182,840,999 | 38.00 | 7,003,833 | 533,154 | 200,950 | ||
| Hwa Bao Botanic Conservation Corp. | Taiwan | Agriculture and forestry botanic conservation | 30,000 | 30,000 | 3,000,000 | 15.00 | 28,830 | (7,269) | (1,090) | ||
| Winbond International Corporation Winbond Electronics Corporation America | United States of America Design, sales and service of semiconductor | 1,683,207 | 1,683,207 | 3,067 | 100.00 | 1,518,957 | 37,176 | 37,176 | |||
| Landmark Group Holdings Ltd. | Winbond Electronics Corporation Japan | Yokohama, Japan | Research, development, sales and after-sales service of semiconductor |
112,644 | 112,644 | 2,970 | 100.00 | 125,168 | 51,329 | 51,329 | |
| Callisto Holding Limited | Callisto Technology Limited | Hong Kong | Electronic commerce and investment holding | 30,895 USD 1,000 |
30,895 USD 1,000 |
1,000,000 | 100.00 | 27,780 USD 997 |
(129) USD (5) |
(129) USD (5) |
|
| Great Target Development Ltd. | GLMTD Technology Private Limited | India | Sales and service of semiconductor | 135,415 | 135,415 | 27,998,400 | 99.99 | 104,060 | (318) | (318) | |
| Nuvoton Technology Corporation Nuvoton Electronics Technology (H.K.) Limited Hong Kong | Sales of semiconductor | 427,092 | 427,092 | 107,400,000 | 100.00 | 514,581 | 57,778 | 57,778 | |||
| Marketplace Management Limited | British Virgin Islands | Investment holding | 274,987 | 273,418 | 8,897,789 | 100.00 | 295,028 | 176,039 | 176,039 | ||
| Nuvoton Investment Holding Ltd. | British Virgin Islands | Investment holding | 590,953 | 590,953 | 17,960,000 | 100.00 | 337,290 | 25,126 | 25,126 | ||
| Song Yong Investment Corporation | Taiwan | Investment holding | 38,500 | 38,500 | 3,850,000 | 100.00 | 266,739 | 5,970 | 5,970 | ||
| Nuvoton Technology India Private Limited | India | Design, sales and service of semiconductor | 30,211 | 30,211 | 600,000 | 100.00 | 20,649 | 77 | 77 | ||
| Nuvoton Technology Corporation America | United States of America Design, sales and service of semiconductor | 190,862 | 190,862 | 60,500 | 100.00 | 182,158 | 4,246 | 4,246 | |||
| Nuvoton Technology Singapore Pte. Ltd. | Singapore | Design, sales and service of semiconductor | 1,319,054 | 1,094,134 | 45,100,000 | 100.00 | 1,514,404 | 234,832 | 234,832 | ||
| Nuvoton Technology Korea Limited | Korea | Design, sales and service of semiconductor | 30,828 | 30,828 | 125,000 | 100.00 | 16,248 | (10,072) | (10,072) | ||
| Nuvoton Technology Holdings Japan | Japan | Investment holding | 5,927,849 | 5,941,896 | 100 | 100.00 | 6,155,594 | 141,276 | (144,760) | (Note 1) | |
| Marketplace Management Limited Goldbond LLC | United States of America Investment holding | 1,473,559 | 1,472,903 | - | 100.00 | 294,457 | 176,338 | 176,338 | |||
| Nuvoton Investment Holding Ltd. Nuvoton Technology Israel Ltd. | Israel | Design and service of semiconductor | 46,905 | 46,905 | 1,000 | 100.00 | 338,602 | 25,258 | 25,258 | ||
| Nuvoton Technology Holdings Japan |
Nuvoton Technology Corporation Japan | Japan | Design, sales and service of semiconductor | 111,520 | 111,520 | 9,480 | 100.00 | 10,917,028 | 141,021 | 141,021 | |
| Japan | Nuvoton Technology Corporation Miraxia Edge Technology Corporation Atfields Manufacturing Technology Corporation Japan |
Japan | Design and service of semiconductor Design and service of semiconductor |
55,760 55,760 |
55,760 55,760 |
4,000 4,000 |
100.00 100.00 |
391,879 260,640 |
109,929 109,974 |
109,929 109,974 |
|
Note 1: Share of profit (loss) includes downstream and upstream transactions and the amortization cost of the difference between the original investment amount and equity.
Note 2: Refer to Table 7 for information on investment in Mainland China.
| ed | |
|---|---|
INFORMATION ON INVESTMENT IN MAINLAND CHINA FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 (In Thousands of New Taiwan Dollars and Foreign Dollars)
- Information on any investee company in mainland China, main businesses and procedures, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, investment income or loss, carrying amount of the investment at the end of the period and repatriations of investment income:
| Investor Company |
Investee Company | Main Businesses and Products | Paid-in Capital |
Method of Investment | Accumulated Outward Remittance for Investment from Taiwan as of January 1, 2021 |
Outward | Remittance of Funds Inward |
Accumulated Outward Remittance for Investment from Taiwan as of September 30, 2021 |
Net Income of the Investee |
% Ownership of Direct or Indirect Investment |
Investment Gain (Note 1) |
Carrying Amount as of September 30, 2021 |
Accumulated Repatriation of Investment Income as of September 30, 2021 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| WEC | Winbond Electronics (Suzhou) Limited |
Design, development and marketing of VLSI integrated ICs |
\$ 276,435 USD 9,000 |
Through investing in WEHK in the third area, which then invested in the investee in Mainland China indirectly |
\$ 276,435 USD 9,000 |
\$ - |
\$ - |
\$ 276,435 USD 9,000 |
\$ 45,003 |
100 | \$ 45,003 |
\$ 362,642 | \$ 35,880 |
| NTC | Nuvoton Electronics Technology (Shanghai) Limited |
Provide project of sale in China and repairing, testing and consulting of software and leasing business |
68,036 USD 2,000 |
Through investing in MML in the third area in British Virgin Islands, which then invested in the investee in Mainland China indirectly |
68,036 USD 2,000 |
- | - | 68,036 USD 2,000 |
176,661 | 52 | 91,016 | 153,030 | - |
| Winbond Electronics (Nanjing) Ltd. |
Computer software service (except I.C. design) |
16,429 USD 500 |
Through investing in MML in the third area in British Virgin Islands, which then invested in the investee in Mainland China indirectly |
16,429 USD 500 |
- | - | 16,429 USD 500 |
- | 52 | - | (1,529) (Note 2) |
- | |
| Nuvoton Electronics Technology (Shenzhen) Limited |
Computer software service (except I.C. design), wholesale business for computer, supplement and software |
197,670 USD 6,000 |
Through investing in NTHK in the third area, which then invested in the investee in Mainland China indirectly |
197,670 USD 6,000 |
- | - | 197,670 USD 6,000 |
22,515 | 52 | 11,600 | 114,372 | - | |
| NTSH | Song Zhi Electronics Technology (Suzhou) |
Provide development, consult and equipment lease of semiconductor |
8,688 CNY 2,000 |
Through investing in NTSH in the third area, which then invested in the investee in Mainland China indirectly |
- (Note 3) |
- | - | - | (625) | 52 | (322) | 4,116 | - |
Note 1: Investment profit or loss for the nine months ended September 30, 2021 was recognized under the basis of the financial statements reviewed by the Company's auditor.
Note 2: WENJ has a negative net book value as of September 30, 2021, which is reclassified to other non-current liabilities.
Note 3: NTSH directly injected the capital in Song Zhi Electronics Technology (Suzhou).
- Information on any investee company in mainland China, main businesses and procedures, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, investment income or loss, carrying amount of the investment at the end of the period and repatriations of investment income:
| Company | Accumulated Outward Remittance for Investment in Mainland China as of September 30, 2021 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on the Amount of Investment Stipulated by Investment Commission, MOEA (Note 4) |
||
|---|---|---|---|---|---|
| WEC | \$ 276,435 (USD9,000) |
\$ 276,435 (USD9,000) |
\$ 45,666,700 |
||
| NTC | 282,135 (USD8,500) | 282,135 (USD8,500) | 8,563,417 |
Note 4: Upper limit on the amount of 60% of the investee's net book value.
-
Refer to Table 4 for significant transactions with the investee in Mainland China directly and indirectly through investing in companies in the third area.
-
Refer to Table 1 for handling endorsement, guarantee and collateral to the investee in Mainland China directly and indirectly through investing in companies in the third area.
-
Financing of funds to investee in Mainland China directly and indirectly through investing in companies in the third area: None.
-
Other transactions with significant influence on profit or loss for the period or financial performance: None.
TABLE 8
WINBOND ELECTRONICS CORPORATION AND SUBSIDIARIES
INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021
(In Thousands of New Taiwan Dollars and Foreign Currencies)
| Transaction Details | Percentage of | ||||||
|---|---|---|---|---|---|---|---|
| No. | Company Name | Related Party | Nature of Relationship | Financial Statement Account | Amount | Terms | Consolidated Total Gross Sales or Total Assets (%) |
| 0 | WEC | WEHK | Transactions between parent company and subsidiaries | Operating revenue | \$ 7,612,825 |
- | 10 |
| WEHK | Transactions between parent company and subsidiaries | Accounts receivable due from related parties | 1,094,351 | - | 1 | ||
| WECA | Transactions between parent company and subsidiaries | Operating revenue | 1,095,863 | - | 1 | ||
| WECA | Transactions between parent company and subsidiaries | Operating expenses | 383,604 | - | 1 | ||
| WECA | Transactions between parent company and subsidiaries | Other payables | 128,656 | - | - | ||
| WECJ WECJ |
Transactions between parent company and subsidiaries Transactions between parent company and subsidiaries |
Operating revenue Accounts receivable due from related parties |
4,234,527 660,042 |
- - |
6 - |
||
| WECJ | Transactions between parent company and subsidiaries | Operating expenses | 217,319 | - | - | ||
| WTL | Transactions between parent company and subsidiaries | Operating expenses | 243,208 | - | - | ||
| WECN | Transactions between parent company and subsidiaries | Operating revenue | 2,846,840 | - | 4 | ||
| NTC | Transactions between parent company and subsidiaries | Operating revenue | 284,309 | - | - | ||
| 1 | NTC | NTHK | Transactions between parent company and subsidiaries | Operating revenue | 3,628,728 | - | 5 |
| NTHK | Transactions between parent company and subsidiaries | Accounts receivable due from related parties | 125,559 | - | - | ||
| NTIL | Transactions between parent company and subsidiaries | Operating expenses | 729,068 | - | 1 | ||
| NTIL | Transactions between parent company and subsidiaries | Other payables | 216,510 | - | - | ||
| NTCA | Transactions between parent company and subsidiaries | Operating expenses | 217,991 | - | - | ||
| 2 | NTCJ | NTSPL | Transactions between subsidiaries | Operating revenue | JPY 15,920,705 |
- | 6 |
| NTSPL | Transactions between subsidiaries | Accounts receivable due from related parties | JPY 1,952,519 |
- | - | ||
| NTSH | Transactions between subsidiaries | Operating revenue | JPY 4,168,163 |
- | 1 | ||
| 3 | NTSPL | NTCJ | Transactions between subsidiaries | Operating revenue | USD 72,723 |
- | 3 |
| NTCJ | Transactions between subsidiaries | Accounts receivable due from related parties | USD 8,162 |
- | - | ||
| 4 | NTSH | NTCJ | Transactions between subsidiaries | Operating revenue | RMB 84,688 |
- | - |
| 5 | AMTC | NTCJ | Transactions between subsidiaries | Other operating revenue | JPY 2,086,333 |
- | 1 |
| NTCJ | Transactions between subsidiaries | Accounts receivable due from related parties | JPY 549,106 |
- | - | ||
Note 1: There is no significant difference between the sales conditions of parent-subsidiary sales and general sales, and the rest of the transactions have no similar transactions to follow, thus the transactions between the two parties are based on the agreement.
Note 2: Significant intercompany transactions refers to transactions amounted to NT\$100 million.
TABLE 9
WINBOND ELECTRONICS CORPORATION AND SUBSIDIARIES
INFORMATION OF MAJOR SHAREHOLDERS SEPTEMBER 30, 2021
| Shares | ||||||
|---|---|---|---|---|---|---|
| Name of Major Shareholder | Number of Shares |
Percentage of Ownership (%) |
||||
| Walsin Lihwa Corporation Chin Xin Investment Co., Ltd. |
883,848,423 240,003,072 |
22.20 6.03 |
- Note 1: Table 9 is based on the information on the last business day of the quarter provided by the Taiwan Depository & Clearing Corporation (TDCC). The TDCC calculate the total number of ordinary shares and preferred shares held by shareholders who retain more than 5% of the Company's share (including treasury shares) that have delivered without physical registration. The number of shares in the Company's consolidated financial report and the actual number of shares delivered without physical registration may differ due to the different calculation basis.
- Note 2: As per information above, if the shareholder delivers the shares to the trust, shares will be disclosed based on the trustee's account. Additionally, according to the Securities and Exchange Act, internal stakeholder whom holds more than 10% of the Company's share, which includes shares held by the stakeholder and parts delivered to the trust that have decision making rights, should be declared. For information regarding internal stakeholder declaration, please refer to the Market Observation Post System website of the Taiwan Stock Exchange Corporation.