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ZENITRON — Interim / Quarterly Report 2022
Nov 23, 2022
52261_rns_2022-11-23_702e7898-1cb3-4960-9174-c81391aed161.pdf
Interim / Quarterly Report
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ZENITRON CORPORATION AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’ REVIEW REPORT SEPTEMBER 30, 2022 AND 2021
For the convenience of readers and for information purpose only, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail.
~1~
INDEPENDENT AUDITORS’ REVIEW REPORT TRANSLATED FROM CHINESE
To the Board of Directors and Shareholders of Zenitron Corporation
Introduction
We have reviewed the accompanying consolidated balance sheets of Zenitron Corporation and subsidiaries (the “Group”) as at September 30, 2022 and 2021, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the nine months then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies. Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34, “Interim Financial Reporting” as endorsed by the Financial Supervisory Commission. Our responsibility is to express a conclusion on these consolidated financial statements based on our reviews.
Scope of review
Except as explained in the following paragraph, we conducted our reviews in accordance with the Statement of Auditing Standards No. 65, “Review of Financial Information Performed by the Independent Auditor of the Entity” in the Republic of China. A review of consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Basis for qualified conclusion
As explained in Note 4(3)B, the financial statements of certain insignificant consolidated subsidiaries were not reviewed by independent auditors. Total assets of these subsidiaries amounted to NT$2,086,436 thousand and NT$2,177,426 thousand, constituting 9% and 11% of the consolidated total assets as at September 30, 2022 and 2021, respectively, total liabilities amounted to NT$968,298 thousand and NT$1,067,247 thousand, constituting 5% and 7% of the consolidated total liabilities as at September 30, 2022 and 2021, respectively, and the total comprehensive (loss) income amounted to (NT$95,086) thousand, NT$3,653 thousand, (NT$233,469) thousand and NT$830 thousand, constituting (34%), 1%, (29%) and 0% of the consolidated total comprehensive income for the three months and nine months then ended, respectively.
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Qualified conclusion
Except for the adjustments to the consolidated financial statements, if any, as might have been determined to be necessary had the financial statements of certain consolidated subsidiaries been reviewed by independent auditors as described in the Basis for qualified conclusion section above, based on our reviews, nothing has come to our attention that causes us to believe that the accompanying consolidated financial statements do not present fairly, in all material respects, the consolidated financial position of the Group as at September 30, 2022 and 2021, and of its consolidated financial performance and its consolidated cash flows for the nine months then ended in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and International Accounting Standard 34, “Interim Financial Reporting” as endorsed by the Financial Supervisory Commission.
Chen, Ching Chang Liao, Fu-Ming
For and on behalf of PricewaterhouseCoopers, Taiwan November 11, 2022
------------------------------------------------------------------------------------------------------------------------------------------------The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
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ZENITRON CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2022, DECEMBER 31, 2021 AND SEPTEMBER 30, 2021
(Expressed in thousands of New Taiwan dollars) (The balance sheets as of September 30, 2022 and 2021 are reviewed, not audited)
| Assets | Notes | September 30, 2022 AMOUNT % $1,393,747617,545-822-173,80418,471,5123659,122-11,879,56150264,930122,261,043947,498-579,0833424,917237,988-36,084-160,109165,850-1,311,5296$23,572,572100(Continued) |
December 31, 2021 AMOUNT % $1,615,196723,064-727-286,95219,300,48143109,95518,655,70940147,553120,139,63793--973,9955426,533262,087-36,492-81,454-66,314-1,646,8757$21,786,512100 |
September 30, 2021 | September 30, 2021 |
|---|---|---|---|---|---|
AMOUNT$1,615,19623,064727286,9529,300,481109,9558,655,709147,55320,139,637-973,995426,53362,08736,49281,45466,3141,646,875$21,786,512 |
AMOUNT$1,492,50720,821610279,2429,677,65675,1916,725,722172,79418,444,543-956,678425,78569,98036,62870,01166,3391,625,421$20,069,964 |
% | |||
| Current assets Cash and cash equivalents Financial assets at fair value through profit or loss - current Financial assets at fair value through other comprehensive income - current Notes receivable, net Accounts receivable, net Other receivables Inventories, net Other current assets Total current assets Non-current assets Financial assets at fair value through profit or loss - non-current Financial assets at fair value through other comprehensive income - non-current Property, plant and equipment Right-of-use assets Investment property, net Deferred income tax assets Other non-current assets Total non-current assets Total assets |
6(1) 6(2) 6(3) 6(4) 6(4) 6(5) 6(2) 6(3) 6(6) 6(7) 6(9) and 8 8 |
8--148-341 |
|||
92 |
|||||
-53---- |
|||||
8 |
|||||
100 |
|||||
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ZENITRON CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, 2022, DECEMBER 31, 2021 AND SEPTEMBER 30, 2021
(Expressed in thousands of New Taiwan dollars) (The balance sheets as of September 30, 2022 and 2021 are reviewed, not audited)
| Liabilities and Equity | Notes | September 30, 2022 AMOUNT % $12,103,94251899,46743,896-3,437,97015510,7212242,199135,010-183,854117,417,05974456,9142130,93914,287-79,580-671,720318,088,779772,176,55997,495-1,117,2365854,3844977,6114350,50815,483,79323$23,572,572100 |
December 31, 2021 AMOUNT % $9,598,056 44699,36132,525-4,616,535 21498,5662157,658142,730-82,935115,698,366 72577,8353115,882121,307-80,890-795,914416,494,280 762,138,249 10--1,036,4865766,62531,066,5245284,34815,292,232 24$21,786,512 100 |
September 30, 2021 | September 30, 2021 |
|---|---|---|---|---|---|
AMOUNT$12,103,942899,4673,8963,437,970510,721242,19935,010183,85417,417,059456,914130,9394,28779,580671,72018,088,7792,176,5597,4951,117,236854,384977,611350,5085,483,793$23,572,572 |
AMOUNT$8,544,947699,3873,7914,159,353476,146158,95142,31487,51614,172,405575,740114,46829,91170,310790,42914,962,8342,138,249-1,034,339766,624893,000274,9185,107,130$20,069,964 |
% | |||
| Current liabilities Short-term borrowings Short-term notes and bills payable Notes payable Accounts payable Other payables Current income tax liabilities Current lease liabilities Other current liabilities Total current liabilities Non-current liabilities Bonds payable Deferred income tax liabilities Non-current lease liabilities Other non-current liabilities Total non-current liabilities Total liabilities Equity attributable to owners of parent Share capital Common stock Certificate of entitlement to new shares from convertible bonds Capital surplus Capital surplus Retained earnings Legal reserve Unappropriated retained earnings Other equity interest Other equity interest Total equity Significant contingent liabilities and unrecognised contract commitments Significant subsequent events Total liabilities and equity |
6(10) 6(11) 6(7) 6(17) 6(12) 6(7) 6(14) 6(12) 6(15) 6(16) 9 11 |
433-2131-- |
|||
71 |
|||||
31-- |
|||||
4 |
|||||
75 |
|||||
11-5441 |
|||||
25 |
|||||
100 |
The accompanying notes are an integral part of these consolidated financial statements.
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ZENITRON CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars, except for earnings per share) (UNAUDITED)
| Items | Notes | Three months ended September 30 | Three months ended September 30 |
|---|---|---|---|
| 2022 | 2021 | ||
| Operating Revenue Operating Costs Gross Profit Operating Expenses Selling expenses General and administrative expenses Total operating expenses Operating Profit Non-operating income and expenses Interest income Other income Other gains and losses Finance costs Total non-operating income and expenses Profit before Income Tax Income tax expense Profit for the Period Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss Unrealised (losses) gains from investments in equity instruments measured at fair value through other comprehensive income Components of other comprehensive income that will be reclassified to profit or loss Exchange differences on translation of foreign financial statements Other Comprehensive Income (Loss) for the Period Total comprehensive income Profit attributable to: Owners of the parent Comprehensive income attributable to: Owners of the parent Earnings per Share (in dollars) Basic earnings per share Diluted earnings per share |
The accompanying notes are an integral part of these consolidated financial statements.
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ZENITRON CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars) (UNAUDITED)
| Notes Nine months ended September 30, 2021 Balance at January 1, 2021 Net income for the period Other comprehensive income (loss) 6(3) Total comprehensive income (loss) Appropriations and distribution of 2020 earnings 6(16) Legal reserve Cash dividends Equity component of convertible bonds issued by the Company 6(12)(15) Disposal of investments in equity instruments designated at fair value through other comprehensive income 6(3) Balance at September 30, 2021 Nine months ended September 30, 2022 Balance at January 1, 2022 Net income for the period Other comprehensive income (loss) 6(3) Total comprehensive income (loss) Appropriations and distribution of 2021 earnings 6(16) Cash dividends Legal reserve Disposal of investments in equity instruments designated at fair value through other comprehensive income 6(3) Conversion of convertible bonds 6(12)(14)(15) Balance at September 30, 2022 |
Equitya | tt | ributable to owners of | theparent | theparent | Total equity | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital | Capital surplus | Retained | Earnings | Other Equity Interest | ||||||||||
| S | hare capital - common stock |
s | Certificate of entitlement to new hares from convertible bonds |
Legal reserve | Unappropriated retained earnings |
Exchange differences on translation of foreign financial statements |
Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income |
|||||||
$2,138,249-------$2,138,249$2,138,249------38,310$2,176,559 |
$--------$-$-------7,495$7,495 |
$958,734-----75,605-$1,034,339$1,036,486------80,750$1,117,236 |
$718,200---48,424---$766,624$766,625----87,759--$854,384 |
$643,662695,709-695,709(48,424 )(406,300 )-8,353$893,000$1,066,524589,622-589,622(748,387 )(87,759 )157,611-$977,611 |
($165,691 ) -(60,180 ) (60,180 ) ----($225,871 ) ($235,226 ) -374,034374,034----$138,808 |
$508,404-738738---(8,353 )$500,789$519,574-(150,263 )(150,263 )--(157,611 )-$211,700 |
$4,801,558695,709(59,442 )636,267-(406,300 )75,605-$5,107,130$5,292,232589,622223,771813,393(748,387 )--126,555$5,483,793 |
The accompanying notes are an integral part of these consolidated financial statements.
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ZENITRON CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars)
(UNAUDITED)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments Adjustments to reconcile profit (loss) Net (gain) loss on financial assets at fair value through profit or loss Expected credit loss (gain) Depreciation and amortization Loss on disposal of property, plant and equipment Interest expense Interest income Dividend income Changes in operating assets and liabilities Changes in operating assets Financial assets at fair value through profit or loss Notes and accounts receivable Other receivables Inventories Other current assets Changes in operating liabilities Notes and accounts payable Other payables Other current liabilities Other non-current liabilities Cash outflow generated from operations Interest received Interest paid Income tax paid Net cash flows used in operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at fair value through profit or loss - non-current Acquisition of financial assets at fair value through other comprehensive income Proceeds from capital reduction of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment (Increase) decrease in refundable deposits Increase in other non-current assets Dividends received Net cash flows from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in short-term loans Increase in short-term notes and bills payable Payments of lease liabilities Issuance of corporate bonds Payment of cash dividends Net cash flows from financing activities Effect of exchange rate changes Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
Nine months ended September 30 Notes 2022 2021 $744,465 $836,4056(2)(19) (1,959 )3,9286(4) 25,352 (9,679 )6(21) 51,92952,0606(19) 912106(20) 191,94386,620(2,012 ) (1,960 )6(18) (12,538 ) (20,570 )7,412618916,765 (579,774 )47,96721,285(3,223,852 ) (348,210 )(117,377 ) (88,248 )(1,177,194 ) (242,685 )(17,622 )30,683100,91914,571(1,310 ) (1,603 )(2,467,021 ) (246,349 )2,0121,960(162,166 ) (87,054 )(150,732 ) (41,651 )(2,777,907 ) (373,094 )(7,500 )-(29,920 ) (29,840 )6,35013,3686(3) 273,28513,5716(6) (11,034 ) (3,297 )-72(1,189 )2,119(1,738 ) (6,383 )6(18) 12,538 20,570 240,792 10,180 6(24) 2,505,886 (123,156 )6(24) 200,106149,8816(24) (36,357 ) (30,743 )6(24) -649,9606(16) (748,387 ) (406,300 )1,921,248 239,642 394,418 (60,444 )(221,449 ) (183,716 )1,615,196 1,676,223 $1,393,747 $1,492,507 |
|---|---|
The accompanying notes are an integral part of these consolidated financial statements.
~8~
ZENITRON CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
(UNAUDITED)
1. HISTORY AND ORGANISATION
Zenitron Corporation (the “Company”) was incorporated as a company limited by shares in October 1982. The Company has been listed on the Taiwan Stock Exchange and started trading since August 26, 2002. The Company and its subsidiaries (collectively referred herein as the “Group”) are primarily engaged in the sales of electrical components.
2. THE DATE OF AUTHORISATION FOR ISSUANCE OF THE CONSOLIDATED FINANCIAL
STATEMENTS AND PROCEDURES FOR AUTHORISATION
These consolidated financial statements were authorised for issuance by the Board of Directors on November 11, 2022.
3. APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS
(1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRS”) as endorsed by the Financial Supervisory Commission (“FSC”)
New standards, interpretations and amendments endorsed by the FSC effective from 2022 are as follows:
| follows: | |
|---|---|
| Effective date by | |
| International Accounting | |
| New Standards,Interpretations and Amendments | Standards Board |
| Amendments to IFRS 3, ‘Reference to the conceptual framework’ | January 1, 2022 |
| Amendments to IAS 16, ‘Property, plant and equipment: | January 1, 2022 |
| proceeds before intended use’ | |
Amendments to IAS 37, ‘Onerous contracts—cost of fulfilling a |
January 1, 2022 |
| contract’ | |
| Annual improvements to IFRS Standards 2018–2020 | January 1, 2022 |
The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.
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(2) Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by
the Group
New standards, interpretations and amendments endorsed by the FSC effective from 2023 are as follows:
| follows: | |
|---|---|
| Effective date by | |
| International Accounting | |
| New Standards,Interpretations and Amendments | Standards Board |
| Amendments to IAS 1, ‘Disclosure of accounting policies’ | January 1, 2023 |
| Amendments to IAS 8, ‘Definition of accounting estimates’ | January 1, 2023 |
| Amendments to IAS 12, ‘Deferred tax related to assets and liabilities | January 1, 2023 |
| arising from a single transaction’ |
The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.
(3) IFRSs issued by IASB but not yet endorsed by the FSC
New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs as endorsed by the FSC are as follows:
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Effective date by
International Accounting
New Standards, Interpretations and Amendments Standards Board
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| endorsed by the FSC are as follows: New Standards, Interpretations and Amendments |
Effective date by International Accounting Standards Board |
|---|---|
| Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets | To be determined by |
| between an investor and its associate or joint venture’ | International Accounting |
| Standards Board | |
| Amendments to IFRS 16, ‘Lease liability in a sale and leaseback’ | January 1, 2024 |
| IFRS 17, ‘Insurance contracts’ | January 1, 2023 |
| Amendments to IFRS 17, 'Insurance contracts' | January 1, 2023 |
| Amendment to IFRS 17, 'Initial application of IFRS 17 and IFRS 9 – | January 1, 2023 |
| comparative information' | |
| Amendments to IAS 1, ‘Classification of liabilities as current or non- | January 1, 2024 |
| current’ | |
| Amendments to IAS 1, ‘Non-current liabilities with covenants’ | January 1, 2024 |
The above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.
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4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted are consistent with Note 4 in the consolidated financial statements for the year ended December 31, 2021, except for the compliance statement, basis of preparation, basis of consolidation and additional policies as set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
(1) Compliance statement
-
A. The consolidated financial statements of the Group have been prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Accounting Standard 34, ‘Interim financial reporting’ as endorsed by the FSC.
-
B. These consolidated financial statements are to be read in conjunction with the consolidated financial statements for the year ended December 31, 2021.
-
(2) Basis of preparation
-
A. Except for the following items, the consolidated financial statements have been prepared under the historical cost convention:
-
(a) Financial assets at fair value through profit or loss.
-
(b) Financial assets at fair value through other comprehensive income.
-
(c) Defined benefit liabilities recognised based on the net amount of pension fund assets less present value of defined benefit obligation.
-
-
B. The preparation of financial statements in conformity with International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC (collectively referred herein as the “IFRSs”) requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.
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(3) Basis of consolidation
A. Basis for preparation of consolidated financial statements:
Basis for preparation of the current period financial statements and the 2021 consolidated financial statements is the same.
- B. Subsidiaries included in the consolidated financial statements:
| Name of investor |
Name of subsidiaries | Main business activities September 30,2022 December 31,2021 September 30,2021 Investment business 100.00 100.00 100.00 Investment business - 100.00 100.00 Sales of electronic components 100.00 100.00 100.00 Sales of electronic components 1.47 1.47 1.47 Sales of electronic components 98.53 98.53 98.53 Sales of electronic components 100.00 100.00 100.00 Sales of electronic components 100.00 100.00 100.00 Sales of electronic components 100.00 100.00 100.00 Sales of electronic components 100.00 100.00 100.00 Sales of computer storage device, providing technical service and sales of related components 100.00 100.00 100.00 Ownership (%) |
Main business activities September 30,2022 December 31,2021 September 30,2021 Investment business 100.00 100.00 100.00 Investment business - 100.00 100.00 Sales of electronic components 100.00 100.00 100.00 Sales of electronic components 1.47 1.47 1.47 Sales of electronic components 98.53 98.53 98.53 Sales of electronic components 100.00 100.00 100.00 Sales of electronic components 100.00 100.00 100.00 Sales of electronic components 100.00 100.00 100.00 Sales of electronic components 100.00 100.00 100.00 Sales of computer storage device, providing technical service and sales of related components 100.00 100.00 100.00 Ownership (%) |
Main business activities September 30,2022 December 31,2021 September 30,2021 Investment business 100.00 100.00 100.00 Investment business - 100.00 100.00 Sales of electronic components 100.00 100.00 100.00 Sales of electronic components 1.47 1.47 1.47 Sales of electronic components 98.53 98.53 98.53 Sales of electronic components 100.00 100.00 100.00 Sales of electronic components 100.00 100.00 100.00 Sales of electronic components 100.00 100.00 100.00 Sales of electronic components 100.00 100.00 100.00 Sales of computer storage device, providing technical service and sales of related components 100.00 100.00 100.00 Ownership (%) |
Description |
|---|---|---|---|---|---|
| The Company The Company The Company The Company Supertronic Supertronic Zenitron (HK) Zenitron (HK) Zenitron (HK) Zenitron (HK) |
Supertronic International Corp. (Supertronic) Yo-Teh Investment Corporation (Yo-Teh) Zenicom Corporation (Zenicom) Zenitron (HK) Limited (Zenitron (HK)) Zenitron (HK) Zenicom (HK) Limited (Zenicom (HK)) Zenitron (Shanghai) International Trading Co., Ltd. (Zenitron (Shanghai)) Zenitron (Shenzhen) Technology Co., Ltd. (Zenitron (Shenzhen)) Shanghai Zenitron Electronic Trading Co., Ltd. (Shanghai Zenitron) ZTHC (Shanghai) Co., Ltd. (ZTHC (Shanghai)) |
100.00 100.00 100.00 1.47 98.53 100.00 100.00 100.00 100.00 100.00 |
100.00 100.00 100.00 1.47 98.53 100.00 100.00 100.00 100.00 100.00 |
Note 2 Notes 1 and 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 |
Note 1: Yo-Teh filed for liquidation in November 2021 as resolved by the Board of Directors. The liquidation process had been completed in June 2022.
-
Note 2: The individual financial statements of the Company’s consolidated subsidiaries as of September 30, 2022 and 2021 were not reviewed by independent auditors, except for Supertronic and Zenitron (HK), whose financial statements were reviewed by independent auditors.
-
C. Subsidiaries not included in the consolidated financial statements: None.
-
D. Adjustments for subsidiaries with different balance sheet dates: None.
-
E. Significant restrictions: None.
-
F. Subsidiaries that have non-controlling interests that are material to the Group: None.
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(4) Employee benefits
Pensions
Defined benefit plans
Pension cost for the interim period is calculated on a year-to-date basis by using the pension cost rate derived from the actuarial valuation at the end of the prior financial year, adjusted for significant market fluctuations since that time and for significant curtailments, settlements, or other significant one-off events. Also, the related information is disclosed accordingly.
(5) Income tax
- If a change in tax rate is enacted or substantively enacted in an interim period, the Group recognises the effect of the change immediately in the interim period in which the change occurs. The effect of the change on items recognised outside profit or loss is recognised in other comprehensive income or equity while the effect of the change on items recognised in profit or loss is recognised in profit or loss.
5. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF
ASSUMPTION UNCERTAINTY
There was no significant change in the reporting period. Refer to Note 5 in the consolidated financial statements for the year ended December 31, 2021.
6. DETAILS OF SIGNIFICANT ACCOUNTS
(1) Cash and cash equivalents
| Cash and cash equivalents | |||
|---|---|---|---|
| Cash on hand and revolving funds Checking accounts and demand deposits Time deposits |
September30,2022 420 $ 1,393,327 - 1,393,747 $ |
December31,2021 307 $ 1,549,899 64,990 1,615,196 $ |
September30,2021 |
| 307 $ 1,285,726 206,474 |
|||
| 1,492,507 $ |
-
A. Time deposits are highly liquid investments that expire within three months.
-
B. The Group transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.
-
C. The Group has no cash and cash equivalents pledged to others.
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(2) Financial assets at fair value through profit or loss
| September | 30,2022 | December | 31,2021 | September | 30,2021 | ||||
|---|---|---|---|---|---|---|---|---|---|
| Current items | |||||||||
| Financial assets | |||||||||
| mandatorily measured | |||||||||
| at fair value through | |||||||||
| profit or loss | |||||||||
| Listed stocks | $ | 30,622 |
$ | 34,479 |
$ | 32,178 |
|||
| Emerging stocks | 1,163 | 1,163 | 1,163 |
||||||
| Financial assets | |||||||||
| designated at fair value | |||||||||
| through profit or loss | |||||||||
| Non-hedging derivative- | |||||||||
| redemption of | |||||||||
| convertible bonds | 47 | 60 | 60 | ||||||
| 31,832 | 35,702 | 33,401 | |||||||
| Valuation adjustments | ( | 14,287) |
( | 12,638) |
( | 12,580) |
|||
| $ | 17,545 |
$ | 23,064 | $ | 20,821 | ||||
| Non-current items | |||||||||
| Beneficiary certificates | $ | 7,500 |
$ | - |
$ | - |
|||
| Valuation adjustments | ( | 2) |
- | - | |||||
| $ | 7,498 |
$ | - | $ | - |
A. The Group recognised net profit (loss) amounting to $6,764, ($2,195), $1,959 and ($3,928) on financial assets at fair value through profit or loss for the three months and nine months ended September 30, 2022 and 2021, respectively.
B. The Group has no financial assets at fair value through profit or loss pledged to others as collateral.
C. Information relating to financial assets at fair value through profit or loss is provided in Note 12(3).
(3) Financial assets at fair value through other comprehensive income
| September | 30,2022 | December | 31,2021 | September | 30,2021 | ||||
|---|---|---|---|---|---|---|---|---|---|
| Current items | |||||||||
| Equity instruments | |||||||||
| Emerging stocks | $ | 2,462 |
$ | 2,462 |
$ | 2,462 |
|||
| Valuation adjustment | ( | 1,640) |
( | 1,735) |
( | 1,852) |
|||
| $ | 822 | $ | 727 | $ | 610 | ||||
| Non-current items | |||||||||
| Equity instruments | |||||||||
| Listed stocks | $ | 227,099 |
342,773 | 342,772 | |||||
| Unlisted stocks | 131,169 | 109,913 | 111,265 | ||||||
| 358,268 | 452,686 | 454,037 | |||||||
| Valuation adjustment | 220,815 | 521,309 | 502,641 | ||||||
| $ | 579,083 | $ | 973,995 | $ | 956,678 |
~14~
-
A. The Group has elected to classify stock investments with steady dividend income as financial assets at fair value through other comprehensive income. The fair value of such investments amounted to $579,905, $974,722 and $957,288 as at September 30, 2022, December 31, 2021 and September 30, 2021, respectively. Without considering any collateral held or other credit enhancements, until the end of the reporting period, the maximum credit risk in relation to the financial loss arising from unsatisfied performance obligation of the counterparties is the carrying amount of financial assets.
-
B. Aiming to adjust strategic investments for long-term business, the Company reclassified investments in equity instruments amounting to $858,283 from current to non-current during the three months ended March 31, 2021, and sold stock investments at fair value amounting to $273,285 and $13,571 during the nine months ended September 30, 2022 and 2021, respectively.
-
C. Amounts recognised in other comprehensive income in relation to the financial assets at fair value through other comprehensive income are listed below:
==> picture [473 x 243] intentionally omitted <==
----- Start of picture text -----
Three months ended September 30
2022 2021
Equity instruments at fair value through other
comprehensive income
Fair value change recognised in other
comprehensive income ($ 52,061) $ 27,876
Cumulative gains reclassified to retained
- -
earnings due to derecognition $ $
Nine months ended September 30
2022 2021
Equity instruments at fair value through other
comprehensive income
Fair value change recognised in other
comprehensive income ($ 150,263) $ 738
Cumulative gains reclassified to retained
earnings due to derecognition ($ 157,611) ($ 8,353)
----- End of picture text -----
-
D. The Group has no financial assets at fair value through other comprehensive income pledged to others as collateral.
-
E. Information relating to fair value of financial assets at fair value through other comprehensive income is provided in Note 12(3).
~15~
(4) Notes and accounts receivable
| September | 30,2022 | December31,2021 | September | 30,2021 | |||||
|---|---|---|---|---|---|---|---|---|---|
| Notes receivable | $ | 173,804 |
$ | 286,952 |
$ | 279,242 |
|||
| Accounts receivable | $ | 8,575,171 |
$ | 9,379,057 |
$ | 9,769,510 |
|||
| Less: Allowance for | |||||||||
| uncollectible | |||||||||
| accounts | ( | 103,659) |
( | 78,576) |
( | 91,854) |
|||
| $ | 8,471,512 |
$ | 9,300,481 |
$ | 9,677,656 |
-
A. The Group uses historical experience and takes into consideration the customers’ historical default records, current financial conditions and economic conditions of the industry to estimate expected loss rate in recognising loss allowance. In addition, the Group provides for adequate allowance for uncollectible accounts from individual customers where there is an indication that they are impaired based on specific identification or a credit impairment actually occurred and the customers did not provide any collateral.
-
B. The ageing analysis of accounts and notes receivable is as follows:
| Not past due Up to 30 days 31 to 90 days Over 90 days |
September | Notes receivable 173,804 $ - - - 173,804 $ 30,2022 |
December | Notes receivable 286,952 $ - - - 286,952 $ 31, 2021 |
September | 30, 2021 |
|---|---|---|---|---|---|---|
| Accounts receivable 7,407,826 $ 791,715 312,299 63,331 8,575,171 $ |
Accounts receivable 8,779,495 $ 323,783 190,896 84,883 9,379,057 $ |
Accounts receivable 9,268,659 $ 316,384 107,366 77,101 9,769,510 $ |
Notes receivable |
|||
| 279,242 $ - - - |
||||||
| 279,242 $ |
The above ageing analysis was based on past due date.
-
C. As of September 30, 2022, December 31, 2021, September 30, 2021 and January 1, 2021, the balances of receivables (including notes receivable) from contracts with customers amounted to $8,748,975, $9,666,009, $10,048,752 and $9,476,552, respectively. Without considering any collateral held or other credit enhancements, until the end of the reporting period, the maximum credit risk in relation to the financial loss arising from unsatisfied performance obligation of the counterparties is the carrying amount of financial assets.
-
D. The Group considers the characteristic of geographical region, product characteristics, and customer credit rating, applying the simplified approach using the provision matrix based on the loss rate methodology to estimate expected credit loss.
~16~
- E. The Group adjusts historical and timely information to assess the default possibility of accounts receivable, contract assets and lease payments receivable. As of September 30, 2022, December 31, 2021 and September 30, 2021, the provision matrix and loss rate methodology are as follows:
| September 30, 2022 Expected loss rate Total accounts receivable December 31, 2021 Expected loss rate Total accounts receivable September 30, 2021 Expected loss rate Total accounts receivable |
0.11%-0.54% 7,407,826 $ 0.11%-0.54% 8,779,495 $ 0.11%-0.54% 9,268,659 $ Notpast due Notpast due Notpast due |
Up to 30 dayspast due 0.11%-1.09% 791,715 $ Up to 30 dayspast due 0.11%-2.5% 323,783 $ Up to 30 days past due 0.11%-2.5% 316,384 $ |
31~90 dayspast due 0.11%-100% 312,299 $ 31~90 dayspast due 0.11%-100% 190,896 $ 31~90 dayspast due 0.11%-100% 107,366 $ |
Over 90 dayspast due 0.11%-100% 63,331 $ Over 90 dayspast due 0.11%-100% 84,883 $ Over 90 dayspast due 0.11%-100% 77,101 $ |
Total |
|---|---|---|---|---|---|
| 8,575,171 $ |
|||||
| Total | |||||
| 9,379,057 $ |
|||||
| Total | |||||
| 9,769,510 $ |
- F. Movements in relation to the Group applying the simplified approach to provide loss allowance for accounts receivable are as follows:
| for accounts receivable are as follows: | |||||
|---|---|---|---|---|---|
| 2022 | 2021 | ||||
| Accounts receivable | Accounts receivable | ||||
| At January 1 | $ | 78,576 |
$ | 109,107 |
|
| Provision for (reversal of) impairment loss | 25,352 | ( | 9,679) |
||
| Transfers to overdue receivables | - | ( | 6,838) |
||
| Write-offs | ( | 2,648) |
- | ||
| Effect of foreign exchange | 2,379 | ( | 736) |
||
| At September 30 | $ | 103,659 | $ | 91,854 |
-
G. Transferred financial assets that are derecognised in their entirety
-
(a) As of September 30, 2022, the Group had outstanding discounted notes receivable amounting to $163,813. However, as the notes receivable are bank’s acceptance bills and are discounted without right of recourse, those discounted notes receivable were deducted directly from notes receivable. The Company had no outstanding discounted notes receivable as of December 31, 2021 and September 30, 2021.
~17~
- (b)The Group entered into a factoring agreement with financial institutions to sell its accounts receivable. Under the agreement, the Group is not obligated to bear the default risk of the accounts receivable but is liable for the losses incurred on any business dispute. The Group meets the condition of financial assets derecognition as it did not provide other collaterals except for issuing a promissory note equal to the facility as the collateral. The Group does not have any continuing involvement in the transferred accounts receivable. Thus, the Group derecognised the transferred accounts receivable, and the related information is as follows:
==> picture [448 x 242] intentionally omitted <==
----- Start of picture text -----
September 30, 2022
Purchaser of Accounts Amount Interest rate of
accounts receivable Amount Amount available amount
receivable transferred derecognised advanced for advance advanced
Chang Hwa Bank $ 983,383 $ 983,383 $ 983,383 $ - 3.3%~4.75%
Bank SinoPac 1,206,274 1,160,177 1,160,177 46,097 3.3%~4.75%
December 31, 2021
Purchaser of Amount Interest rate of
accounts Accounts receivable transferred Amount available amount
receivable (amount derecognised) advanced for advance advanced
Chang Hwa Bank $ 1,491,285 $ 1,491,285 $ - 0.91%~1.09%
Bank SinoPac 260,636 260,636 - 0.91%~1.09%
September 30, 2021
Purchaser of Amount Interest rate of
accounts Accounts receivable transferred Amount available amount
receivable (amount derecognised) advanced for advance advanced
Chang Hwa Bank $ 1,506,328 $ 1,506,328 $ - 0.8%~0.93%
Bank SinoPac 278,996 278,996 - 0.8%~0.93%
----- End of picture text -----
-
H. Transferred financial assets that are not derecognised in their entirety
-
(a)The Group entered into a factoring agreement with Chang Hua Bank to sell its accounts receivable. Under the agreement, the Group transferred the entire accounts receivable and is obligated to provide partial guarantees for the default risk of the transferred accounts receivable. Therefore, the Group did not derecognise these accounts receivable. Related advance payments are recorded under short-term borrowings. As of September 30, 2022, the related information on accounts receivable that were sold but had not reached maturity is as follows:
September 30, 2022 Accounts receivable transferred $ 238,413 Amount advanced USD 7,507 thousand
-
(b)There were no transferred financial assets that are not derecognised in their entirety as of December 31, 2021 and September 30, 2021.
-
I. Information relating to credit risk of accounts receivable and notes receivable is provided in Note 12(2).
~18~
(5) Inventories
| Inventories | Inventories | Inventories | Inventories | Inventories |
|---|---|---|---|---|
| The cost of inventories recognised as expense for the period: Merchandise inventories 12,687,691 $ 1,036,075) ($ 11,651,616 $ Inventories in transit 227,945 - 227,945 12,915,636 $ 1,036,075) ($ 11,879,561 $ Merchandise inventories 8,725,897 $ 585,624) ($ 8,140,273 $ Inventories in transit 515,436 - 515,436 9,241,333 $ 585,624) ($ 8,655,709 $ Merchandise inventories 6,958,659 $ 509,552) ($ 6,449,107 $ Inventories in transit 276,615 - 276,615 7,235,274 $ 509,552) ($ 6,725,722 $ Cost Allowance for valuation loss Bookvalue December31,2021 Cost Allowance for valuation loss Bookvalue September30,2021 September30,2022 Cost Allowance for valuation loss Bookvalue 2022 2021 Cost of goods sold 7,935,545 $ 10,150,519 $ Loss on decline in market value 73,790 60,496 8,009,335 $ 10,211,015 $ 2022 2021 Cost of goods sold 28,895,763 $ 29,749,027 $ Loss on decline in market value 410,020 103,169 29,305,783 $ 29,852,196 $ Three months ended September 30 Ninemonths ended September30 |
||||
| 2022 | ||||
| 28,895,763 $ 410,020 29,305,783 $ |
29,749,027 $ 103,169 29,852,196 $ |
~19~
(6) Property, plant and equipment
| At January 1, 2022 Cost Accumulated depreciation 2022 Opening net book amount as at January 1 Additions Disposals Depreciation charge Net exchange differences Closing net book amount as at September 30 At September 30, 2022 Cost Accumulated depreciation At January 1, 2021 Cost Accumulated depreciation 2021 Opening net book amount as at January 1 Additions Disposals Depreciation charge Net exchange differences Closing net book amount as at September 30 At September 30, 2021 Cost Accumulated depreciation |
Land Buildings and structures 252,592 $ 408,558 $ - 271,113) ( 252,592 $ 137,445 $ 252,592 $ 137,445 $ - - - - - 5,013) ( - 1,357 252,592 $ 133,789 $ 252,592 $ 410,986 $ - 277,197) ( 252,592 $ 133,789 $ 252,592 $ 409,175 $ - 264,545) ( 252,592 $ 144,630 $ 252,592 $ 144,630 $ - - - - - 5,149) ( - 761) ( 252,592 $ 138,720 $ 252,592 $ 407,903 $ - 269,183) ( 252,592 $ 138,720 $ |
Transportation equipment |
Office equipment |
Total | Total | |
|---|---|---|---|---|---|---|
| 50,404 $ 33,540) ( 16,864 $ 16,864 $ 470 - 3,622) ( 130 13,842 $ 51,114 $ 37,272) ( 13,842 $ 51,828 $ 31,918) ( 19,910 $ 19,910 $ - 184) ( 3,830) ( 62) ( 15,834 $ 48,963 $ 33,129) ( 15,834 $ |
116,412 $ 96,780) ( 19,632 $ 19,632 $ 10,564 91) ( 5,777) ( 366 24,694 $ 128,125 $ 103,431) ( 24,694 $ 113,366 $ 90,494) ( 22,872 $ 22,872 $ 3,297 98) ( 7,224) ( 208) ( 18,639 $ 113,991 $ 95,352) ( 18,639 $ |
827,966 $ 401,433) ( 426,533 $ 426,533 $ 11,034 91) ( 14,412) ( 1,853 424,917 $ 842,817 $ 417,900) ( 424,917 $ 826,961 $ 386,957) ( 440,004 $ 440,004 $ 3,297 282) ( 16,203) ( 1,031) ( 425,785 $ 823,449 $ 397,664) ( 425,785 $ |
||||
| 425,785 $ |
The Group has no property, plant and equipment pledged to others as collateral. (7) Lease arrangements – lessee
| Right-of-use assets: Buildings and structures Lease liabilities: Current Non-current |
September30,2022 37,988 $ 35,010 $ 4,287 39,297 $ |
December31,2021 62,087 $ 42,730 $ 21,307 64,037 $ |
September30,2021 |
|---|---|---|---|
| 69,980 $ |
|||
| 42,314 $ 29,911 |
|||
| 72,225 $ |
~20~
-
A. The Group leases various assets including buildings. Rental contracts are typically made for periods of 1 to 3 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose covenants, but leased assets may not be used as security for borrowing purposes.
-
B. Short-term leases with a lease term of 12 months or less comprise transportation equipment, buildings and structures. Low-value assets comprise office equipment. Right-of-use assets and lease liabilities were not recognised for these leases.
-
C. The depreciation charges on right-of-use assets are as follows:
| Buildings and structures Buildings and structures |
2022 2021 11,528 $ 10,712 $ 2022 2021 33,636 $ 32,272 $ Three months ended September 30 Nine months endedSeptember30 |
|---|---|
-
D. For the three months and nine months ended September 30, 2022 and 2021, the additions (deductions) to right-of-use assets were $1,347, ($4), $5,592 and $5,887, respectively.
-
E. Except for the depreciation charge, the information on profit or loss in relation to lease contracts is as follows:
| is as follows: | |||
|---|---|---|---|
| Items affecting profit or loss Interest expense on lease liabilities Expense on short-term leases and leases of low-value assets Items affecting profit or loss Interest expense on lease liabilities Expense on short-term leases and leases of low-value assets |
2022 2021 447 $ 773 $ 2,940 3,997 2022 2021 1,600 $ 2,640 $ 8,526 10,380 Threemonths ended September30 Ninemonths ended September30 |
||
| 2022 | |||
| 1,600 $ 8,526 |
2,640 $ 10,380 |
-
F. For the three months and nine months ended September 30, 2022 and 2021, the Group’s total cash outflow for leases were $16,535, $15,032, $46,483 and $43,763, respectively.
-
G. The Group has applied the practical expedient to “Covid-19-related rent concessions”, and recognised the gain from changes in lease payments arising from the rent concessions amounting to $0 and $131 by increasing other income for the nine months ended September 30, 2022 and 2021, respectively.
~21~
- (8) Lease arrangements lessor
For the three months and nine months ended September 30, 2022 and 2021, the Group recognised rent income in the amounts of $1,821, $1,829, $5,297 and $5,404, respectively, based on the operating lease agreement, which does not include variable lease payments.
(9) Investment property
==> picture [489 x 520] intentionally omitted <==
----- Start of picture text -----
Land Buildings Total
January 1, 2022
Cost $ 32,466 $ 29,941 $ 62,407
Accumulated depreciation
and impairment ( 15,410) ( 10,505) ( 25,915)
$ 17,056 $ 19,436 $ 36,492
2022
Opening net book amount
as at January 1 $ 17,056 $ 19,436 $ 36,492
Depreciation charge - ( 408) ( 408)
Closing net book amount
as at September 30 $ 17,056 $ 19,028 $ 36,084
September 30, 2022
Cost $ 32,466 $ 29,941 $ 62,407
Accumulated depreciation
and impairment ( 15,410) ( 10,913) ( 26,323)
$ 17,056 $ 19,028 $ 36,084
Land Buildings Total
January 1, 2021
Cost $ 32,466 $ 29,941 $ 62,407
Accumulated depreciation
and impairment ( 15,410) ( 9,961) ( 25,371)
$ 17,056 $ 19,980 $ 37,036
2021
Opening net book
amount as at January 1 $ 17,056 $ 19,980 $ 37,036
Depreciation charge - ( 408) ( 408)
Closing net book amount
as at September 30 $ 17,056 $ 19,572 $ 36,628
September 30, 2021
Cost $ 32,466 $ 29,941 $ 62,407
Accumulated depreciation
and impairment ( 15,410) ( 10,369) ( 25,779)
$ 17,056 $ 19,572 $ 36,628
----- End of picture text -----
~22~
- A. Rental income from investment property and direct operating expenses arising from investment property are shown below:
| Rental revenue from investment property Direct operating expenses arising from the investment property that generated rental income during the period Rental revenue from investment property Direct operating expenses arising from the investment property that generated rental income during the period |
2022 2021 676 $ 674 $ 136 $ 136 $ 2022 2021 2,023 $ 1,955 $ 408 $ 408 $ Threemonths ended September30 Ninemonths ended September30 |
|---|---|
-
B. The fair value of the investment property held by the Group was $97,384, $99,370 and $90,460 as of September 30, 2022, December 31, 2021 and September 30, 2021, respectively, which were based on the trading prices of nearby areas.
-
C. Refer to Note 8 for further information on investment property pledged to others as collateral.
-
(10) Short-term borrowings
| Short-term borrowings | |||
|---|---|---|---|
| Unsecured borrowings Interest rate range |
September30,2022 12,103,942 $ 1.14%~5.13% |
December31,2021 9,598,056 $ 0.58%~4.15% |
September30,2021 |
| 8,544,947 $ |
|||
| 0.54%~4.2% |
-
A. For the three months and nine months ended September 30, 2022 and 2021, the interest expense recognised in profit or loss amounted to $77,617, $23,071, $150,801 and $73,108, respectively.
-
B. As of September 30, 2022, December 31, 2021 and September 30, 2021, the Group provided collaterals for the financing facility of short-term borrowings and issued guaranteed notes as collateral in the amount of $18,240,775, $17,403,001 and $16,351,636, respectively.
(11) Short-term notes and bills payable
| September30,2022 | September30,2022 | December31,2021 | September 30, 2021 | |||||
|---|---|---|---|---|---|---|---|---|
| Short-term notes and | $ | 900,000 |
$ | 700,000 |
700,000 $ |
|||
| bills payable | ||||||||
| Discount on short-term | ||||||||
| notes and bills payable | ( | 533) |
( | 639) |
( | 613) |
||
| $ | 899,467 | $ | 699,361 | 699,387 $ |
||||
| Coupon rate | 1.37%~1.87% | 0.9%~1.1% | 0.8%~1.2% |
The abovementioned commercial paper was secured by financial institutions.
~23~
(12) Bonds payable
| Bonds payable | |||||||
|---|---|---|---|---|---|---|---|
| September | 30,2022 | December | 31,2021 | September | 30,2021 | ||
| Bonds payable | $ | 469,300 |
$ | 600,000 |
$ | 600,000 |
|
| Less: Discount on bonds payable | ( | 12,386) |
( | 22,165) |
( | 24,260) |
|
| $ | 456,914 | $ | 577,835 | $ | 575,740 |
The Company had no bonds payable as of September 30, 2021.
-
A. The issuance of domestic convertible bonds by the Company
-
(a) The terms of the fourth domestic unsecured convertible bonds issued by the Company are as follows:
-
i. The Company issued $600,000, 0% fourth domestic unsecured convertible bonds, as approved by the regulatory authority. The bonds mature three years from the issue date (August 3, 2021~ August 3, 2024) and will be redeemed in cash at face value at the maturity date. The bonds were listed on the Taipei Exchange on August 3, 2021.
-
ii. The bondholders have the right to ask for conversion of the bonds into common shares of the Company during the period from the date after three months of the bonds issue (November 4, 2021) to 40 days before the maturity date (June 24, 2024), except for the stop transfer period as specified in the terms of the bonds or the laws/regulations. The rights and obligations of the new shares converted from the bonds are the same as the issued and outstanding common shares.
-
iii. The conversion price of the bonds is set up based on the pricing model in the terms of the bonds, and the conversion price is NT$29. Since the Company distributed cash dividends, the conversion price should be adjusted at the ex-dividend date in accordance with Article 11 of the terms of the bonds, and the conversion price was adjusted from NT$29 to NT$26.15 accordingly.
-
iv. The Company may repurchase all the bonds outstanding in cash at the bonds’ face value at any time after the following events occur: (i) the closing price of the Company’s common shares is above the then conversion price by 30% for 30 consecutive trading days during the period from the date after three months of the bonds issue (November 4, 2021) to 40 days before the maturity date (June 24, 2024), or (ii) the outstanding balance of the bonds is less than 10% of the total initial issue amount during the period from the date after three months of the bonds issue to 40 days before the maturity date.
-
v. Under the terms of the bonds, all bonds redeemed (including bonds repurchased from the Taipei Exchange), matured and converted are retired and not to be re-issued; all rights and obligations attached to the bonds are also extinguished.
-
~24~
-
(b) For the nine months ended September 30, 2022, the bonds totaling $130,700 (face value) had been converted into 4,580 thousand shares of common stock. The registration of bonds with a total face value of $19,600 which had been converted into 750 thousand common shares has not yet been completed, and was shown as ‘certificate of entitlement to new shares from convertible bonds’ in the amount of $7,495.
-
(c) As of September 30, 2022, there were no convertible bonds repurchased by the Company from the Taipei Exchange.
-
B. Regarding the issuance of convertible bonds, the equity conversion options of the fourth domestic unsecured convertible bonds amounting to $59,135 as of September 30, 2022 were separated from the liability component and were recognised in ‘capital surplus—share options’ in accordance with IAS 32. The call options embedded in bonds payable were separated from their host contracts and were recognised in ‘financial assets at fair value through profit or loss’ in net amount in accordance with IFRS 9 because the economic characteristics and risks of the embedded derivatives were not closely related to those of the host contracts. The effective interest rate of the bonds payable after such separation was 1.46%.
(13) Pensions
-
A. (a) The Company has a defined benefit pension plan in accordance with the Labor Standards Act, covering all regular employees’ service years prior to the enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Law. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The Company contributes monthly an amount equal to 2% of the employees’ monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee.
-
(b) The pension costs under the defined benefit pension plan of the Group for the three months and nine months ended September 30, 2022 and 2021 were $130, $49, $390 and $147, respectively.
-
(c) Expected contributions to the defined benefit pension plan of the Group for the year ending December 31, 2022 amount to $180.
~25~
-
B. (a) Effective July 1, 2005, the Company has established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company contributes monthly an amount not lower than 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment. The pension costs under the defined contribution pension plans of the Group for the three months and nine months ended September 30, 2022 and 2021 were $4,212, $3,939, $12,564 and $11,764, respectively.
- (b) The overseas subsidiaries, Zenitron (HK) Limited, Zenitron (Shanghai) International Trading Co., Ltd, Zenitron (Shenzhen) Technology Co. Ltd., ZTHC (Shanghai) Co., Ltd., and Shanghai Zenitron Electronic Trading Co., Ltd, have a defined contribution plan. Monthly contributions to an independent fund administered by the government in accordance with the local pension regulations are based on a certain percentage of employees’ monthly salaries and wages. Other than the monthly contributions, aforementioned companies have no further obligations. For the three months and nine months ended September 30, 2022 and 2021, the pension expenses that were recognised were $9,203, $8,036, $27,691 and $23,491, respectively.
-
C. The overseas subsidiaries, Supertronic International Corp. and Zenicom (HK) Limited, have no employees, thus, they have no pension plan.
-
(14) Share capital
-
A. As of September 30, 2022, the Company’s authorised capital was $3,500,000, consisting of 350 million shares of ordinary stock (including 20 million shares reserved for employee stock options), and the paid-in capital was $2,176,559 with a par value of $10 (in dollars) per share. All proceeds from shares issued have been collected.
-
B. Movements in the number of the Company’s ordinary shares (including certificate of entitlement to new shares from convertible bonds) outstanding are as follows:
| At January 1 Shares converted from bonds At September 30 |
2022 Shares (inthousands) 213,825 4,580 218,405 |
2021 |
|---|---|---|
| Shares (inthousands) | ||
| 213,825 - |
||
| 213,825 |
- C. Information related to the conversion of the bonds into common shares of the Company from January 1, 2022 to September 30, 2022 is provided in Note 6(12).
~26~
(15) Capital surplus
Pursuant to the R.O.C. Company Act, capital surplus arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Act requires that the amount of capital surplus to be capitalised mentioned above should not exceed 10% of the paidin capital each year. However, capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.
| At January 1 Conversion of convertible bonds At September 30 At January 1 and September 30 |
Share premium Share options Others 878,738 $ 75,605 $ 82,143 $ 97,220 16,470) ( - 975,958 $ 59,135 $ 82,143 $ 2022 2021 |
Share premium Share options Others 878,738 $ 75,605 $ 82,143 $ 97,220 16,470) ( - 975,958 $ 59,135 $ 82,143 $ 2022 2021 |
Share premium Share options Others 878,738 $ 75,605 $ 82,143 $ 97,220 16,470) ( - 975,958 $ 59,135 $ 82,143 $ 2022 2021 |
Total |
|---|---|---|---|---|
| 1,036,486 $ 80,750 |
||||
| 1,117,236 $ |
||||
| Share premium 878,738 $ |
Share options 75,605 $ |
Others 79,996 $ |
Total | |
| 1,034,339 $ |
(16) Retained earnings
-
A. In accordance with the Company’s Articles of Incorporation, the current year’s earnings, if any, shall first be used to pay all taxes and offset prior years’ operating losses and then 10% of the remaining amount shall be set aside as legal reserve, and setting aside or reversal of special reserve in accordance with related laws, if any. The remaining earnings are the distributable earnings for the year.
-
B. Dividend policy:
-
(a) The distribution of dividends shall be above 50% of the current year’s distributable earnings and the cash dividends distributed shall not be lower than 20% of the current actual earnings distributed.
-
(b) The Board of Directors is authorised to distribute all or part of the dividends and bonus in cash through a resolution adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors which shall be reported to the shareholders during their meeting.
-
(c) When the Company has no deficit, the Board of Directors is authorised to distribute all or part of the legal reserve (for the part that exceeds 25% of paid-in capital) and capital surplus if it meets the requirements under the Company Act in cash through a resolution adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors which shall be reported to the shareholders during their meeting.
~27~
-
C. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of the Company’s paid-in capital.
-
D. In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.
-
E. The appropriations of 2021 and 2020 earnings as resolved by the shareholders on June 8, 2022 and July 5, 2021, respectively, are as follows:
| Legal reserve Cash dividends |
Dividend per share and cash distributed(in dollars) 87,759 $ 748,387 3.50 $ 836,146 $ 2021 Amount |
Dividend per share and cash distributed (in dollars) 48,425 $ 406,300 1.90 $ 454,725 $ 2020 Amount |
|---|---|---|
(17) Operating revenue
| Operating revenue | ||
|---|---|---|
| Revenue from contracts with customers Revenue from contracts with customers |
Three months ended September 30 | |
| 2022 2021 8,646,156 $ 10,892,812 $ Nine months ended September 30 |
2021 | |
| 10,892,812 $ |
||
| 2022 2021 31,390,518 $ 31,732,736 $ |
- A. Disaggregation of revenue from contracts with customers
The Group derives revenue from the transfer of goods at a point in time in the following geographical regions:
| geographical regions: | ||||
|---|---|---|---|---|
| Three months ended September 30,2022 Revenue from external customer contracts Three months ended September 30,2021 Revenue from external customer contracts |
China 7,189,333 $ China 9,565,937 $ |
Taiwan 1,105,161 $ Taiwan 1,015,965 $ |
Others 351,662 $ Others 310,910 $ |
Total |
| 8,646,156 $ |
||||
| Total | ||||
| 10,892,812 $ |
~28~
| Nine months ended September 30,2022 Revenue from external customer contracts Nine months ended September 30,2021 Revenue from external customer contracts |
China 26,859,622 $ China 28,076,280 $ |
Taiwan 3,404,220 $ Taiwan 2,855,012 $ |
Others 1,126,676 $ Others 801,444 $ |
Total |
|---|---|---|---|---|
| 31,390,518 $ |
||||
| Total | ||||
| 31,732,736 $ |
B. Contract liabilities (shown as ‘other current liabilities’)
As of September 30, 2022, December 31, 2021 and September 30, 2021, the Group has recognised revenue-related contract liabilities in the amounts of $105,609, $80,171 and $84,477, respectively.
(18) Other income
| respectively. Other income |
||
|---|---|---|
| Dividend income Advertising income Rent income Other income Dividend income Advertising income Rent income Other income |
Threemonths ended September30 | |
| 2022 2021 12,538 $ 20,570 $ 3,920 3,016 1,821 1,829 14,602 990 32,881 $ 26,405 $ Nine months ended September 30 |
2021 | |
| 20,570 $ 3,016 1,829 990 |
||
| 26,405 $ |
||
| 2022 12,538 $ 10,342 5,297 22,791 50,968 $ |
2021 | |
| 20,570 $ 9,205 5,404 12,991 |
||
| 48,170 $ |
(19) Other gains and losses
| Other gains and losses | ||||
|---|---|---|---|---|
| Threemonths ended | September30 | |||
| 2022 | 2021 | |||
| Foreign exchange (losses) gains | ($ | 24,452) |
$ | 16,295 |
| Gains (losses) on financial assets at fair value | ||||
| through profit or loss | 6,764 | ( | 2,195) |
|
| Losses on disposals of property, plant and | ||||
| equipment | ( | 29) |
( | 24) |
| Others | ( | 182) |
( | 720) |
| ($ | 17,899) | $ | 13,356 |
~29~
| Ninemonths ended | Ninemonths ended | Ninemonths ended | September30 | ||
|---|---|---|---|---|---|
| 2022 | 2021 | ||||
| Foreign exchange (losses) gains | ($ | 66,955) |
$ | 55,655 |
|
| Gains (losses) on financial assets at fair value | |||||
| through profit or loss | 1,959 |
( | 3,928) |
||
| Losses on disposals of property, plant and | |||||
| equipment | ( | 91) |
( | 210) |
|
| Others | ( | 218) |
( | 843) |
|
| ($ | 65,305) |
$ | 50,674 |
(20) Finance costs
| Finance costs | ||
|---|---|---|
| Expenses by nature Interest expense Convertible bonds Other interest expense Interest expense Convertible bonds Other interest expense Employee benefit expense Salary expenses Labour and health insurance fees Pension costs Other personnel expenses Depreciation Amortisation |
Threemonths ended September30 | |
| 2022 2021 77,617 $ 23,071 $ 1,698 1,325 20,500 4,419 99,815 $ 28,815 $ Nine months ended September 30 |
||
| 2022 2021 150,801 $ 73,108 $ 5,702 1,325 35,440 12,187 191,943 $ 86,620 $ Three months ended September 30 |
2021 | |
| 73,108 $ 1,325 12,187 |
||
| 86,620 $ |
||
| 2022 179,221 $ 12,326 13,545 10,029 215,121 16,397 1,142 232,660 $ |
2021 | |
| 225,280 $ 12,154 12,024 8,816 |
||
| 258,274 15,967 1,124 |
||
| 275,365 $ |
(21) Expenses by nature
~30~
| Employee benefit expense Salary expenses Labour and health insurance fees Pension costs Other personnel expenses Depreciation Amortisation |
2022 2021 619,793 $ 578,958 $ 38,152 34,342 40,645 35,402 28,107 26,365 726,697 675,067 48,456 48,883 3,473 3,177 778,626 $ 727,127 $ Ninemonths ended September30 |
|---|---|
-
A. In accordance with the Articles of Incorporation of the Company, a ratio of distributable profit of the current year, after covering accumulated losses, shall be distributed as employees’ compensation and directors’ remuneration. The ratio shall be 3%~12% for employees’ compensation and shall not be higher than 3% for directors’ remuneration.
-
B. The Company’s directors’ remuneration and employees’ compensation accounted as operating expenses were as follows:
| expenses were as follows: | ||
|---|---|---|
| Directors’ remuneration Employees’ compensation Directors’ remuneration Employees’ compensation |
Three months ended September 30 | |
| 2022 2021 4,000 $ 6,000 $ 8,000 10,000 12,000 $ 16,000 $ Ninemonths ended September30 |
2021 | |
| 6,000 $ 10,000 |
||
| 16,000 $ |
||
| 2022 2021 20,000 $ 16,000 $ 28,000 25,000 48,000 $ 41,000 $ |
-
C. For the nine months ended September 30, 2022, the employees’ compensation and directors’ remuneration were estimated and accrued based on a certain percentage of distributable profit of current year as of the end of reporting period.
-
D. The employees’ compensation of $36,000 and directors’ remuneration of $30,000 for 2021 as resolved by the Board of Directors were in agreement with those amounts recognised in the 2021 financial statements.
-
E. Information about employees’ compensation and directors’ remuneration of the Company as resolved at the meeting of the Board of Directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.
~31~
(22) Income taxes
A. Income tax expense
| ome taxes Income tax expense |
|||||
|---|---|---|---|---|---|
| Threemonths ended | September30 | ||||
| 2022 | 2021 | ||||
| Current tax: | |||||
| Currrent tax on profits for the period | $ | 45,816 |
$ | 41,594 |
|
| Deferred tax: | |||||
| Origination and reversal of temporary | |||||
| differences | ( | 6,864) |
4,401 | ||
| Income tax expense | $ | 38,952 |
$ | 45,995 |
|
| Ninemonths ended | September30 | ||||
| 2022 | 2021 | ||||
| Current tax: | |||||
| Currrent tax on profits for the period | $ | 218,441 |
$ | 134,189 |
|
| Deferred tax: | |||||
| Origination and reversal of temporary | |||||
| differences | ( | 63,598) |
6,507 | ||
| Income tax expense | $ | 154,843 | $ | 140,696 |
-
B. The Company’s and domestic subsidiary’s, Zenicom Corporation’s income tax returns through 2020 have been assessed and approved by the Tax Authority.
-
C. The final report on total business income through 2021 of the domestic subsidiary, Yo-Teh, has been assessed and approved by the Tax Authority.
(23) Earnings per share
| Earnings per share | |||
|---|---|---|---|
| Basic earnings per share Profit attributable to ordinary shareholders of the parent Diluted earnings per share Profit attributable to ordinary shareholders of the parent Assumed conversion of all dilutive potential ordinary shares Employees’ compensation Convertible bonds Profit attributable to ordinary shareholders of the parent plus assumed conversion of all dilutive potential ordinary shares |
Three months endedSeptember30, | 2022 | |
| Profit after tax 142,276 $ 142,276 $ - 1,602 143,878 $ |
Weighted average number of ordinary shares outstanding (shares in thousands) 218,011 218,011 1,073 18,393 237,477 |
Earnings per share(in dollars) |
|
| 0.65 $ |
|||
| 0.61 $ |
~32~
| Basic earnings per share Profit attributable to ordinary shareholders of the parent Diluted earnings per share Profit attributable to ordinary shareholders of the parent Assumed conversion of all dilutive potential ordinary shares Employees’ compensation Convertible bonds Profit attributable to ordinary shareholders of the parent plus assumed conversion of all dilutive potential ordinary shares Basic earnings per share Profit attributable to ordinary shareholders of the parent Diluted earnings per share Profit attributable to ordinary shareholders of the parent Assumed conversion of all dilutive potential ordinary shares Employees’ compensation Convertible bonds Profit attributable to ordinary shareholders of the parent plus assumed conversion of all dilutive potential ordinary shares |
Weighted average number of ordinary shares outstanding Profit after tax (shares in thousands) 257,118 $ 213,825 257,118 $ 213,825 - 865 1,060 4,471 258,178 $ 219,161 Three months endedSeptember30, Nine months endedSeptember30, |
Weighted average number of ordinary shares outstanding Profit after tax (shares in thousands) 257,118 $ 213,825 257,118 $ 213,825 - 865 1,060 4,471 258,178 $ 219,161 Three months endedSeptember30, Nine months endedSeptember30, |
Earnings per share(in dollars) 1.20 $ 1.18 $ 2021 |
|---|---|---|---|
| 2022 | |||
| Profit after tax 589,622 $ 589,622 $ - 4,599 594,221 $ |
Weighted average number of ordinary shares outstanding (shares in thousands) 215,912 215,912 1,350 20,440 237,702 |
Earnings per share(in dollars) |
|
| 2.73 $ |
|||
| 2.50 $ |
~33~
| (24) | Changes in liabilities from financing activities Weighted average number of ordinary shares outstanding Earnings per Profit after tax (shares in thousands) share(in dollars) Basic earnings per share Profit attributable to ordinary shareholders of the parent 695,709 $ 213,825 3.25 $ Diluted earnings per share Profit attributable to ordinary shareholders of the parent 695,709 $ 213,825 Assumed conversion of all dilutive potential ordinary shares Employees’ compensation - 1,064 Convertible bonds 1,060 4,471 Profit attributable to ordinary shareholders of the parent plus assumed conversion of all dilutive potential ordinary shares 696,769 $ 219,360 3.18 $ Nine months endedSeptember30,2021 Short-term Short-term notes and Bonds Lease Liabilities from financing borrowings bills payable payable liabilities activities-gross January 1, 2022 9,598,056 $ 699,361 $ 577,835 $ 64,037 $ 10,939,289 $ Changes in cash flow from financing activities 2,505,886 200,106 - 36,357) ( 2,669,635 Changes in other non-cash items - - 120,921) ( 11,617 109,304) ( September 30, 2022 12,103,942 $ 899,467 $ 456,914 $ 39,297 $ 13,499,620 $ Short-term Short-term notes and Bonds Lease Liabilities from financing borrowings bills payable payable liabilities activities-gross January 1, 2021 8,668,103 $ 549,506 $ - $ 99,307 $ 9,316,916 $ Changes in cash flow from financing activities 123,156) ( 149,881 649,960 30,743) ( 645,942 Changes in other non-cash items - - 74,220) ( 3,661 70,559) ( September 30, 2021 8,544,947 $ 699,387 $ 575,740 $ 72,225 $ 9,892,299 $ |
|---|---|
Short-term borrowings January 1, 2022 9,598,056 $ Changes in cash flow from financing activities 2,505,886 Changes in other non-cash items - September 30, 2022 12,103,942 $ Short-term borrowings January 1, 2021 8,668,103 $ Changes in cash flow from financing activities 123,156) ( Changes in other non-cash items - September 30, 2021 8,544,947 $ |
(25) Seasonality of operations
Due to the seasonal nature of the 3C electronic channel, higher revenues and operating profits are usually expected in the second half of the year as compared to the first six months.
~34~
7. RELATED PARTY TRANSACTIONS
Key management compensation
| RELATED PARTY TRANSACTIONS Key management compensation |
||
|---|---|---|
| Three months endedSeptember30 | ||
| 2022 | 2021 | |
| Salaries and other short-term employee benefits | $16,649 | $ 13,478 |
| Nine months ended September 30 | ||
| 2022 | 2021 | |
| Salaries and other short-term employee benefits | $ 75,995 | $ 47,777 |
8. PLEDGED ASSETS
The Group’s assets pledged as collateral are as follows:
| Pledged assets Investment property Guarantee deposits paid (shown as ‘other non- current assets’) |
Bookvalue | September 30, 2021 Purpose 2,886 $ Short-term borrowings 10,000 Court deposits 12,886 $ |
|
|---|---|---|---|
| September 30, 2022 2,808 $ 10,000 12,808 $ |
December 31, 2021 2,867 $ 10,000 12,867 $ |
9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNISED CONTRACT
COMMITMENTS
(1) Contingencies
None.
(2) Commitments
As of September 30, 2022, significant commitments were as follows:
As a requirement for the release of imported goods before duty and customs clearance, the Group has applied for customs guarantee with certain banks in the amount of $20,000.
10. SIGNIFICANT DISASTER LOSS
None.
11. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE
To reorganize group structures, the Board of Directors of the Company’s subsidiary, Supertronic, on October 31, 2022 resolved to reduce its capital in the amount of USD 18,604 thousand, and returned 22,045 thousand shares of Zenitron (HK) held by Supertronic to the Company as an offset amount of physical capital reduction.
12. OTHERS
(1) Capital risk management
There was no significant change in the reporting period. Refer to Note 12 in the consolidated financial statements for the year ended December 31, 2021.
~35~
(2) Financial instruments
A. Financial instruments by category
| nancial instruments Financial instruments by category |
|||
|---|---|---|---|
| Financial assets Financial assets at fair value through profit or loss Financial assets mandatorily measured at fair value through profit or loss Financial assets designated as at fair value through profit or losss Financial assets at fair value through other comprehensive income Designation of equity instruments Financial assets at amortised cost/receivables Cash and cash equivalents Notes receivable Accounts receivable Other receivables Guarantee deposits paid (shown as ‘other non-current assets) Financial liabilities Financial liabilities at amortised cost Short-term borrowings Short-term notes and bills payable Notes payable Accounts payable Other accounts payable Bonds payable Guarantee deposits received (shown as ‘other non-current liabilities’) Lease liabilities |
September30,2022 24,680 $ 363 25,043 $ 579,905 $ 1,393,747 $ 173,804 8,471,512 59,122 57,307 10,155,492 $ 12,103,942 $ 899,467 3,896 3,437,970 510,721 456,914 1,297 17,414,207 $ 39,297 $ |
December31,2021 22,764 $ 300 23,064 $ 974,722 $ 1,615,196 $ 286,952 9,300,481 109,955 56,118 11,368,702 $ 9,598,056 $ 699,361 2,525 4,616,535 498,566 577,835 3,120 15,995,998 $ 64,037 $ |
September30,2021 |
| 20,761 $ 60 |
|||
| 20,821 $ |
|||
| 957,288 $ |
|||
| 1,492,507 $ 279,242 9,677,656 75,191 55,462 |
|||
| 11,580,058 $ |
|||
| 8,544,947 $ 699,387 3,791 4,159,353 476,146 575,740 3,126 |
|||
| 14,462,490 $ |
|||
| 72,225 $ |
B. Financial risk management policies
There was no significant change in the reporting period. Refer to Note 12 in the consolidated financial statements for the year ended December 31, 2021.
C. Significant financial risks and degrees of financial risks
There was no significant change in the reporting period. Refer to Note 12 in the consolidated financial statements for the year ended December 31, 2021, except for the items explained below: Market risk
~36~
Foreign exchange risk
- (a) The Group’s businesses involve some non-functional currency operations (the Company’s and certain subsidiaries’ functional currency: NTD; other certain subsidiaries’ functional currency: USD, RMB and HKD). The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:
| (Foreign currency: functional currency) Financial assets Monetary items USD:NTD JPY:NTD HKD:NTD RMB:NTD USD:HKD (Note) HKD:USD (Note) Financial liabilities Monetary items USD:NTD JPY:NTD USD:HKD (Note) USD:RMB (Note) |
September 30,2022 | September 30,2022 | ||||
|---|---|---|---|---|---|---|
| Foreign currency amount (In thousands) |
Exchange rate |
Book value (In thousands of NTD) |
Sensitivityanalysis | |||
| Degree of variation |
Effect on profit or loss |
Effect on other comprehensive income |
||||
| 173,436 $ 486,485 10,313 56,836 191,866 677,267 178,438 $ 262,464 188,168 5,664 |
31.70 0.22 4.01 4.45 7.85 0.13 31.80 0.22 7.85 7.10 |
5,497,921 $ 107,027 41,355 252,920 6,082,152 2,715,841 5,674,328 $ 57,742 5,983,742 180,115 |
1% 1% 1% 1% 1% 1% 1% 1% 1% 1% |
54,979 $ 1,070 414 2,529 60,822 27,158 56,743 $ 577 59,837 1,801 |
- $ - - - - - - - - - |
|
December 31, 2021
Sensitivity analysis
| (Foreign currency: functional currency) Financial assets Monetary items USD:NTD JPY:NTD RMB:NTD USD:HKD (Note) JPY:HKD (Note) Financial liabilities Monetary items USD:NTD JPY:NTD USD:HKD (Note) USD:RMB (Note) JPY:HKD (Note) |
Foreign currency amount (In thousands) |
Exchange rate |
Book value (In thousands of NTD) |
Degree of variation |
Effect on profit or loss |
Effect on other comprehensive income |
|---|---|---|---|---|---|---|
| 227,807 $ 355,401 56,083 225,242 84,405 284,167 $ 189,833 185,511 8,049 88,857 |
27.63 0.24 4.32 7.80 0.07 27.73 0.24 7.80 6.38 0.07 |
6,294,307 $ 85,296 242,279 6,223,436 20,257 7,879,951 $ 45,560 5,144,220 223,199 21,326 |
1% 1% 1% 1% 1% 1% 1% 1% 1% 1% |
62,943 $ 853 2,423 62,234 203 78,800 $ 456 51,442 2,232 213 |
- $ - - - - - $ - - - - |
|
~37~
| (Foreign currency: functional currency) Financial assets Monetary items USD:NTD JPY:NTD RMB:NTD USD:HKD (Note) JPY:HKD (Note) Financial liabilities Monetary items USD:NTD JPY:NTD USD:HKD (Note) USD:RMB (Note) JPY:HKD (Note) |
Foreign currency amount (In thousands) Exchange rate 220,521 $ 27.80 314,667 0.25 55,755 4.28 233,964 7.78 79,876 0.07 256,837 $ 27.90 154,582 0.25 165,203 7.78 7,720 6.49 44,437 0.07 |
Book value (In thousands of NTD) Degree of variation 6,130,484 $ 1% 78,667 1% 238,631 1% 6,504,199 1% 19,969 1% 7,165,752 $ 1% 38,646 1% 4,609,164 1% 215,388 1% 11,109 1% September 30,2021 |
Effect on profit or loss Effect on other comprehensive income 61,305 $ - $ 787 - 2,386 - 65,042 - 200 - 71,658 $ - $ 386 - 46,092 - 2,154 - 111 - Sensitivityanalysis |
|---|---|---|---|
-
Note: The functional currencies of certain consolidated entities are not NTD, thus, this information must be considered when reporting. For example, when a subsidiary’s functional currency is RMB, the subsidiary’s segments that are involved with USD must be taken into consideration.
-
(b) The total exchange gain (loss), including realised and unrealised, arising from significant foreign exchange variation on the monetary items held by the Group for the three months and nine months ended September 30, 2022 and 2021, amounted to ($24,452), $16,295, ($66,955) and $55,655, respectively.
(3) Fair value information
-
A. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:
-
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. An active market refers to a market in which transactions for an asset or liability take place with enough frequency and volume to provide pricing information on an ongoing basis. The fair value of the Group’s investment in listed stocks and OTC stocks is included in Level 1.
-
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
-
Level 3: Unobservable inputs for the asset or liability. The fair value of the Group’s investment in equity investment and beneficiary certificates without active market is included in Level 3.
-
B. Fair value information of investment property at cost is provided in Note 6(9).
~38~
-
C. Financial instruments not measured at fair value
-
(a) Except for those listed in the table below, the carrying amounts of cash and cash equivalents, notes receivable, accounts receivable, other receivables, short-term borrowings, notes payable, accounts payable and other payables are approximate to their fair values.
| Financial liabilities: Bonds payable Financial liabilities: Bonds payable Financial liabilities: Bonds payable |
Bookvalue 456,914 $ Bookvalue 577,835 $ |
Level 1 - $ September December |
Level 2 451,246 $ 30,2022 Fairvalue 31,2021 Fairvalue |
Level3 - $ |
|---|---|---|---|---|
| Level 1 - $ September |
Level 2 578,222 $ 30, 2021 |
Level3 | ||
| - $ |
||||
| Bookvalue 575,740 $ |
Level 1 - $ |
Level 2 578,839 $ Fairvalue |
Level3 | |
| - $ |
- (b) The methods and assumptions of fair value estimate are as follows: Bonds payable: They are measured at present value, which is calculated based on the cash flow expected to be paid and discounted using a market rate prevailing at the balance sheet date.
~39~
- D. Financial and non-financial instruments measured at fair value
| (a) | The related information on financial and non-financial instruments measured at fair value by level based on the nature, characteristics and risks of the assets and liabilities are as follows: September 30, 2022 Level 1 Level 2 Level3 Total Assets Recurring fair value measurements Financial assets at fair value through profit or loss Listed stocks 17,182 $ - $ - $ 17,182 $ Emerging stocks 363 - - 363 Beneficiary certificates - - 7,498 7,498 Redemption of convertible bonds - - - - Financial assets at fair value through other comprehensive income Listed stocks 447,914 - - 447,914 Emerging stocks 822 - - 822 Unlisted stocks - - 131,169 131,169 466,281 $ - $ 138,667 $ 604,948 $ December 31, 2021 Level 1 Level 2 Level3 Total Assets Recurring fair value measurements Financial assets at fair value through profit or loss Listed stocks 22,443 $ - $ - $ 22,443 $ Emerging stocks 321 - - 321 Redemption of convertible bonds - - 300 300 Financial assets at fair value through other comprehensive income Listed stocks 864,082 - - 864,082 Emerging stocks 727 - - 727 Unlisted stocks - - 109,913 109,913 887,573 $ - $ 110,213 $ 997,786 $ |
|---|---|
~40~
==> picture [442 x 227] intentionally omitted <==
----- Start of picture text -----
September 30, 2021 Level 1 Level 2 Level 3 Total
Assets
Recurring fair value measurements
Financial assets at fair value
through profit or loss
Listed stocks $ 20,492 $ - $ - $ 20,492
Emerging stocks 269 - - 269
Redemption of convertible - - 60 60
bonds
Financial assets at fair value
through other comprehensive
income
Listed stocks 845,413 - - 845,413
Emerging stocks 610 - - 610
Unlisted stocks - - 111,265 111,265
$ 866,784 $ - $ 111,325 $ 978,109
----- End of picture text -----
-
(b) The methods and assumptions the Group used to measure fair value are as follows:
-
i. For the instruments the Group used market quoted prices as their fair values (that is, Level
- 1), the Group uses the closing price as market quoted price.
-
ii. Except for financial instruments with active markets, the fair value of other financial instruments is measured by using valuation techniques or by reference to counterparty quotes. The fair value of financial instruments measured by using valuation techniques can be referred to current fair value of instruments with similar terms and characteristics in substance, discounted cash flow method or other valuation methods, including calculated by applying model using market information available at the consolidated balance sheet date.
-
iii. The output of valuation model is an estimated value and the valuation technique may not be able to capture all relevant factors of the Group’s financial and non-financial instruments. Therefore, the estimated value derived using valuation model is adjusted accordingly with additional inputs, for example, model risk or liquidity risk, etc. In accordance with the Group’s management policies and relevant control procedures relating to the valuation models used for fair value measurement, management believes adjustment to valuation is necessary in order to reasonably represent the fair value of financial and non-financial instruments at the consolidated balance sheet. The inputs and pricing information used during valuation are carefully assessed and adjusted based on current market conditions.
-
iv. The Group considers adjustments for credit risks to measure the fair value of financial and non-financial instruments to reflect credit risk of the counterparty and the Group’s credit quality.
-
-
E. For the nine months ended September 30, 2022 and 2021, there was no transfer between Level 1 and Level 2.
~41~
- F. The following chart is the movement of Level 3 for the nine months ended September 30, 2022 and 2021:
| and 2021: | |||||||
|---|---|---|---|---|---|---|---|
| 2022 | 2021 | ||||||
| Non- | Redemption | Non- | Redemption | ||||
| derivative | of | convertible | derivative | of convertible | |||
| instrument | bonds | instrument | bonds | ||||
| At January 1 | $ | 109,913 |
$ | 300 |
95,894 $ |
- $ |
|
| Increase during the period | 37,420 | - |
29,840 | 60 | |||
| Decrease during the period | ( | 7,474) |
( | 68) |
- | - | |
| Losses recognised in profit or loss | ( | 2) |
( | 232) |
- |
- | |
| Proceeds from capital reduction | ( | 6,350) |
- | ( | 13,368) |
- | |
| Effect of exchange rate changes | 5,160 | - | ( | 1,101) |
- | ||
| At September 30 | $ | 138,667 | $ | - | 111,265 $ |
60 $ |
-
G. Investment segment is in charge of valuation procedures for fair value measurements being categorised within Level 3, which is to verify independent fair value of financial instruments. Such assessment is to ensure the valuation results are reasonable by applying independent information to make results close to current market conditions, confirming the resource of information is independent, reliable and in line with other resources and represented as the exercisable price, and frequently calibrating, updating inputs used to the valuation model and making any other necessary adjustments to the fair value.
-
H. The following is the qualitative information on significant unobservable inputs and sensitivity analysis of changes in significant unobservable inputs to valuation model used in Level 3 fair value measurement:
| value measurement: | ||||||
|---|---|---|---|---|---|---|
| Non-derivative equity instrument: Unlisted shares Beneficiary certificates Redemption of convertible bonds Non-derivative equity instrument: Unlisted shares Redemption of convertible bonds |
Fair value at September 30, 2022 |
Valuation technique |
Significant unobservable input |
Range (weighted average) |
Relationship of inputs to fair value |
|
| 131,169 $ 7,498 $ - $ Fair value at December 31, 2021 |
Net asset value Net asset value Binomial model Valuation technique |
Not applicable Not applicable Volatility Significant unobservable input |
Not applicable Not applicable 21.79% Range (weighted average) |
Not applicable Not applicable The higher the volatility, the higher the fair value Relationship of inputs to fair value |
||
| 109,913 $ 300 $ |
Net asset value Binomial model |
Not applicable Volatility |
Not applicable 22.02% |
Not applicable The higher the volatility, the higher the fair value |
~42~
| Non-derivative equity instrument: Unlisted shares Redemption of convertible bonds |
Fair value at September 30, 2021 111,265 $ 60 $ |
Valuation technique |
Significant unobservable input Range (weighted average) Relationship of inputs to fair value Not applicable Not applicable Not applicable Volatility 19.52% The higher the volatility, the higher the fair value |
|---|---|---|---|
| Net asset value Binomial model |
13. SUPPLEMENTARY DISCLOSURES
(1) Significant transactions information
-
A. Loans to others: Refer to table 1.
-
B. Provision of endorsements and guarantees to others: Refer to table 2.
-
C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Refer to table 3.
-
D. Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company's paid-in capital: None.
-
E. Acquisition of real estate reaching $300 million or 20% of paid-in capital or more: None.
-
F. Disposal of real estate reaching $300 million or 20% of paid-in capital or more: None.
-
G. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: Refer to table 4.
-
H. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: Refer to table 5.
-
I. Trading in derivative instruments undertaken during the reporting periods: None.
-
J. Significant inter-company transactions during the reporting periods: Refer to table 6.
-
(2) Information on investees
Names, locations and other information of investee companies (not including investees in Mainland China): Refer to table 7.
(3) Information on investments in Mainland China
-
A. Basic information: Refer to table 8.
-
B. Significant transactions, either directly or indirectly through a third area, with investee companies in the Mainland Area: Refer to Notes 13(1) A, B and J.
(4) Major shareholders information
The Company has no shareholders with a shareholding ratio above 5%.
14. SEGMENT INFORMATION
(1) General information
The Group operates business only in a single industry. The Board of Directors who allocates resources and assesses performance of the Group as a whole, has identified that the Group has only one reportable operating segment.
~43~
(2) Segment information
The pre-tax net income is used to measure the operating segment profit (loss) and performance of the operating segments. The segment information provided to the chief operating decision-maker for the reportable segments is as follows:
| for the reportable segments is as follows: | ||
|---|---|---|
| Segment revenue Segment income Segment income, including: Depreciation and amortisation Segment revenue Segment income Segment income, including: Depreciation and amortisation |
Threemonths ended September30 | |
| 2022 2021 8,646,156 $ 10,892,812 $ 142,276 $ 257,118 $ 17,539 $ 17,091 $ Ninemonths ended September30 |
2021 | |
| 10,892,812 $ |
||
| 257,118 $ |
||
| 17,091 $ |
||
| 2022 31,390,518 $ 589,622 $ 51,929 $ |
2021 | |
| 31,732,736 $ |
||
| 695,709 $ |
||
| 52,060 $ |
(3) Reconciliation for segment income (loss)
-
A. The revenue from external customers reported to the Board of Directors is measured in a manner consistent with that in the statement of comprehensive income.
-
B. The Group’s Board of Directors assesses performance of operating segments and allocates resources based on pre-tax net income; thus, reconciliation is not needed.
~44~
Zenitron Corporation and Subsidiaries
Loans to others
Table 1
Expressed in thousands of NTD (Except as otherwise indicated)
Nine months ended September 30, 2022
| Nature of loan (Note 4) No. (Note 1) Creditor Borrower General ledger account (Note 2) Is a related party Amount of transactions with the borrower (Note 5) Reason for short- term financing (Note 6) Allowance for doubtful accounts Maximum outstanding balance during the nine months ended September 30,2022(Note 3) Balance at September 30, 2022(Note 8) Actual amount drawn down Interest rate |
Collateral | Limit on loans granted to a single party (Note 7) |
Ceiling on total loans granted (Note 7) |
Footnote |
|---|---|---|---|---|
| Item Value |
||||
| 0 Zenitron Coporation ZTHC (Shanghai) Co., Ltd. Other receivables Yes 1,015,220 $ 622,720 $ 222,400 $ 2.50% 2 - $ Operating capital - $ 0 Zenitron Coporation Zenicom Corporation Other receivables Yes 31,700 31,700 27,000 1.0%~1.15% 2 - Operating capital - 1 ZTHC (Shanghai) Co., Ltd. Zenitron (Shanghai) International Trading Co., Ltd. Other receivables Yes 90,200 89,460 44,730 3.65% 2 - Operating capital - 1 ZTHC (Shanghai) Co., Ltd. Zenitron (Shenzhen) Technology Co., Ltd. Other receivables Yes 270,600 268,380 44,730 2.50% 2 - Operating capital - 2 Shanghai Zenitron Electronic Trading Co., Ltd. Zenitron (Shanghai) International Trading Co., Ltd. Other receivables Yes 54,120 53,676 44,730 3.80% 2 - Operating capital - 3 Supertronic International Corp. Zenitron Coporation Other receivables Yes 190,500 190,500 63,500 0.38% 2 - Operating capital - 4 Zenitron (Shanghai) International Trading Co., Ltd. ZTHC (Shanghai) Co., Ltd. Other receivables Yes 134,190 134,190 - - 2 - Operating capital - 4 Zenitron (Shanghai) International Trading Co., Ltd. Zenitron (Shenzhen) Technology Co., Ltd. Other receivables Yes 134,190 134,190 - - 2 - Operating capital - |
- - $ - - - - - - - - - - - - - - |
2,193,517 $ 2,193,517 706,568 706,568 183,720 7,165,502 307,256 307,256 |
2,193,517 $ 2,193,517 706,568 706,568 183,720 7,165,502 307,256 307,256 |
-
Note 1: The numbers filled in for the loans provided by the Company or subsidiaries are as follows:
-
(1) The Company is ‘0’.
(2) The subsidiaries are numbered in order starting from ‘1’.
-
Note 2: The name of account in which the loans are recognised, such as receivables–related parties, current account with stockholders, prepayments, temporary payments, etc.
-
Note 3: The maximum outstanding balance of loans to others for the year.
-
Note 4: The nature of the loan as follows:
-
(1)‘1’ for business transaction.
-
(2)‘2’ for short-term financing.
-
Note 5: The amount of business transactions when nature of the loan is 1, which is the amount of business transactions occurred between the creditor and borrower in the current year.
-
Note 6: Purpose of loan when nature of loan is 2, for example, repayment of loan, acquisition of equipment, working capital, etc.
-
Note 7: Limit on loans granted to a single party and ceiling on total loans granted as prescribed in the creditor company’s “Procedures for Provision of Loans”, the calculation and amount are as follows:
-
(1) Limit on loans granted to a single party is 40% of the creditor company’s net assets based on the latest financial statements.
-
(2) Ceiling on total loans granted is 40% of the creditor company’s net assets based on the latest financial statements.
-
(3) Limit on loans granted between foreign companies which the Company directly or indirectly holds 100% of their voting shares is 200% of the creditor company’s net assets based on the latest financial statements.
-
Note 8: The amounts of funds to be loaned to others which have been approved by the board of directors of a public company in accordance with Article 14, Item 1 of the “Regulations Governing Loaning of Funds and Making of
-
Endorsements/Guarantees by Public Companies” should be included in its published balance of loans to others at the end of the reporting period to reveal the risk of loaning the public company bears, even though they have not yet been appropriated.
-
However, this balance should exclude the loans repaid when repayments are done subsequently to reflect the risk adjustment. In addition, if the board of directors of a public company has authorized the chairman to loan funds in instalments
-
or in revolving within certain lines and within one year in accordance with Article 14, Item 2 of the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies”,
the published balance of loans to others at the end of the reporting period should also include these lines of loaning approved by the board of directors, and these lines of loaning should not be excluded from this balance even though the loans are repaid subsequently, for taking into consideration they could be loaned again thereafter.
Zenitron Corporation and Subsidiaries
Provision of endorsements and guarantees to others Nine months ended September 30, 2022
Table 2
Expressed in thousands of NTD (Except as otherwise indicated)
| Number (Note 1) Endorser/guarantor |
Party being endorsed/guaranteed |
Limit on endorsements/ guarantees provided for a single party (Note 3) |
Maximum outstanding endorsement/ guarantee amount as at September 30, 2022 (Note 4) |
Outstanding endorsement/ guarantee amount as at September 30, 2022 (Note 5) |
Actual amount drawn down (Note 6) |
Amount of endorsements/ guarantees secured with collateral |
Ratio of accumulated endorsement/ guarantee amount to net asset value of the endorser/guarantor company |
Ceiling on total amount of endorsements/ guarantees provided (Note 3) |
Provision of endorsements/ guarantees by parent company to subsidiary (Note 7) |
Provision of endorsements/ guarantees by subsidiary to parent company (Note 7) |
Provision of endorsements/ guarantees to the party in Mainland China (Note 7) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Companyname Relationship with the endorser/ guarantor (Note2) |
||||||||||||
| 0 Zenitron Coporation 0 Zenitron Coporation 0 Zenitron Coporation 0 Zenitron Coporation 0 Zenitron Coporation |
Zenitron (HK) Limited 3 Zenitron (Shenzhen) Technology Co., Ltd. 3 Zenitron (Shanghai) International Trading Co., Ltd. 3 ZTHC (Shanghai) Co., Ltd. 3 Zenicom Corporation 3 |
8,225,690 $ 8,225,690 8,225,690 8,225,690 8,225,690 |
1,831,282 $ 751,820 1,248,323 639,995 29,000 |
1,831,282 $ 751,820 1,248,323 639,995 29,000 |
1,125,121 $ 220,161 328,244 - - |
- $ - - - - |
33.39% 13.71% 22.76% 11.67% 0.53% |
8,225,690 $ 8,225,690 8,225,690 8,225,690 8,225,690 |
Y Y Y Y Y |
N N N N N |
N Y Y Y Y |
Note 1: The numbers filled in for the endorsements/guarantees provided by the Company or subsidiaries are as follows:
(1) The Company is ‘0’.
(2) The subsidiaries are numbered in order starting from ‘1’.
Note 2: Relationship between the endorser/guarantor and the party being endorsed/guaranteed is classified into the following six categories; fill in the number of category each case belongs to: (1) Having business relationship.
(2) The endorser/guarantor parent company owns directly more than 50% voting shares of the endorsed/ guaranteed subsidiary.
(3) The endorser/guarantor parent company and its subsidiaries jointly own more than 50% voting shares of the endorsed/ guaranteed company.
(4) The endorsed/guaranteed parent company directly or indirectly owns more than 50% voting shares of the endorser/guarantor subsidiary.
- (5) Mutual guarantee of the trade as required by the construction contract.
(6) Due to joint venture, each shareholder provides endorsements/guarantees to the endorsed/guaranteed company in proportion to its ownership.
Note 3: The calculation for and amount of limit on endorsements/guarantees are as follows: (If any contingent loss is recognised in the financial statements, the recognised amount should be indicated)
(1) Limit on endorsements/guarantees provided for a single party is 150% of the Company’s net assets.
(2) Ceiling on total amount of endorsements/guarantees is 150% of the Company's net assets.
Note 4: The year-to-date maximum outstanding balance of endorsements/guarantees provided as of the reporting period.
Note 5: Once endorsement/guarantee contracts or promissory notes are signed/issued by the endorser/guarantor company to the banks, the endorser/guarantor company bears endorsement/guarantee liabilities. And all other events involve endorsements and guarantees should be included in the balance of outstanding endorsements and guarantees. Note 6: The actual amount of endorsements/guarantees used by the endorsed/guaranteed company.
Note 7:‘Y’ for those cases of provision of endorsements/guarantees by listed parent company to subsidiary and provision by subsidiary to listed parent company, and provision to the party in Mainland China.
Table 3
Expressed in NTD
Zenitron Corporation and Subsidiaries
Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures)
Nine months ended September 30, 2022
(Except as otherwise indicated)
| Securities held by | Marketable securities(Note 1) | Relationship with the securities issuer (Note 2) |
General ledger account | As of September 30,2022 | As of September 30,2022 | Footnote (Note 4) |
||
|---|---|---|---|---|---|---|---|---|
| Number of shares (Share/Unit) |
Book value (Note 3) |
Ownership (%) | Fair value | |||||
| Zenitron Corporation Zenitron Corporation Zenitron Corporation Zenitron Corporation Zenitron Corporation Zenitron Corporation Zenitron Corporation Zenitron Corporation Zenitron Corporation Zenicom Corporation Zenicom Corporation Supertronic International Corp |
Stock Yeong Guan Group Stock Dynapack International Technology Corporation Stock TXC CORPORATION Stock Innodisk Corporation Stock Orient Pharma Co., Ltd. Stock ADLINK TECHNOLOGY INC. Stock Quadlink Technology Inc. Stock MEAN WELL ENTERPRISES CO., LTD. Beneficiary certificate Corporate Venture Capital Alliance Innovation Fund Stock Yeong Guan Group Stock Orient Pharma Co., Ltd. Stock Capital Investment Development Corp. |
- - - - - - - - - - - - |
Current financial assets at fair value through profit or loss Current financial assets at fair value through profit or loss Current financial assets at fair value through profit or loss Current financial assets at fair value through profit or loss Current financial assets at fair value through other comprehensive income Non-current financial assets at fair value through other comprehensive income Non-current financial assets at fair value through other comprehensive income Non-current financial assets at fair value through other comprehensive income Non-current financial assets at fair value through profit or loss Current financial assets at fair value through profit or loss Current financial assets at fair value through profit or loss Non-current financial assets at fair value through other comprehensive income |
153,834 40,000 10,000 5,147 39,462 8,834,592 500,000 399,732 - 51,087 17,454 1,320,000 |
9,614,625 $ 2,824,000 719,000 831,241 821,599 447,913,814 10,000,000 87,259,600 7,497,840 3,192,938 363,392 33,909,508 |
0.14 0.03 - 0.01 0.02 4.06 3.45 0.21 - 0.05 0.01 3.57 |
9,614,625 $ 2,824,000 719,000 831,241 821,599 447,913,814 10,000,000 87,259,600 7,497,840 3,192,938 363,392 33,909,508 |
)
Note 1: Marketable securities in the table refer to stocks, bonds, beneficiary certificates and other related derivative securities within the scope of IFRS 9 ‘Financial instruments’. Note 2: Leave the column blank if the issuer of marketable securities is non-related party.
Note 3: Fill in the amount after adjusted at fair value and deducted by accumulated impairment for the marketable securities measured at fair value; fill in the acquisition cost or amortised cost deducted by accumulated impairment for the marketable securities not measured at fair value.
Note 4: The number of shares of securities and their amounts pledged as security or pledged for loans and their restrictions on use under some agreements should be stated in the footnote if the securities presented herein have such conditions.
Table 4
Expressed in thousands of NTD (Except as otherwise indicated)
Zenitron Corporation and Subsidiaries Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more Nine months ended September 30, 2022
| Purchaser/seller | Counterparty | Relationship with the counterparty (Note 2) |
Transaction | Differences in transaction terms compared to third party transactions (Note 1) |
Differences in transaction terms compared to third party transactions (Note 1) |
Notes/accounts receivable(payable) | Notes/accounts receivable(payable) | Footnote (Note 3) |
|||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases (sales) |
Amount | Percentage of total purchases(sales) |
Credit term | Unitprice | Credit term | Balance | Percentage of total notes/accounts receivable(payable) |
||||
| Zenitron Coporation Zenitron (HK) Limited Zenitron Coporation Zenitron (Shanghai) International Trading Co., Ltd. Zenitron Coporation Zenitron (Shenzhen) Technology Co., Ltd. Zenitron (HK) Limited Zenitron (Shenzhen) Technology Co., Ltd. Zenitron (HK) Limited Zenitron (Shanghai) International Trading Co., Ltd. Zenicom (HK) Limited Zenitron Coporation |
Zenitron (HK) Limited Zenitron Coporation Zenitron (Shanghai) International Trading Co., Ltd. Zenitron Coporation Zenitron (Shenzhen) Technology Co., Ltd. Zenitron Coporation Zenitron (Shenzhen) Technology Co., Ltd. Zenitron (HK) Limited Zenitron (Shanghai) International Trading Co., Ltd. Zenitron (HK) Limited Zenitron Coporation Zenicom (HK) Limited |
1 2 1 2 1 2 3 3 3 3 2 1 |
Sales Purchases Sales Purchases Sales Purchases Sales Purchases Sales Purchases Sales Purchases |
4,077,987) ($ 4,077,987 587,850) ( 587,850 238,167) ( 238,167 340,443) ( 340,443 389,106) ( 389,106 137,291) ( 137,291 |
(27) 23 (4) 50 (2) 29 (2) 41 (2) 33 (87) 1 |
Approximately 60~90 days after monthly billings Approximately 60~90 days after monthly billings Approximately 60~90 days after monthly billings Approximately 60~90 days after monthly billings Approximately 60~90 days after monthly billings Approximately 60~90 days after monthly billings Approximately 60~90 days after monthly billings Approximately 60~90 days after monthly billings Approximately 60~90 days after monthly billings Approximately 60~90 days after monthly billings Approximately 60~90 days after monthly billings Approximately 60~90 days after monthly billings |
Selling price is based on initial cost plus necessary profit Approximately the same as the normal price Selling price is based on initial cost plus necessary profit Approximately the same as the normal price Selling price is based on initial cost plus necessary profit Approximately the same as the normal price Selling price is based on initial cost plus necessary profit Approximately the same as the normal price Selling price is based on initial cost plus necessary profit Approximately the same as the normal price Selling price is based on initial cost plus necessary profit Approximately the same as the normal price |
Approximately 30~120 days after monthly billings for third parties Approximately 10~75 days after monthly billings for third parties Approximately 30~120 days after monthly billings for third parties Approximately 10~75 days after monthly billings for third parties Approximately 30~120 days after monthly billings for third parties Approximately 10~75 days after monthly billings for third parties Approximately 30~120 days after monthly billings for third parties Approximately 10~75 days after monthly billings for third parties Approximately 30~120 days after monthly billings for third parties Approximately 10~75 days after monthly billings for third parties Approximately 30~120 days after monthly billings for third parties Approximately 10~75 days after monthly billings for third parties |
760,522 $ 760,522) ( 71,028 71,028) ( 8,406 8,406) ( 19,385 19,385) ( 50,812 50,812) ( 23,812 23,812) ( |
14 (32) 1 (37) 0 (14) 1 (33) 1 (26) 70 (1) |
Note 1: If terms of related-party transactions are different from third-party transactions, explain the differences and reasons in the ‘Unit price’ and ‘Credit term’ columns.
Note 2: Relationship between transaction company and counterparty is classified into the following three categories; fill in the number of category each case belongs to:
- (1) Parent company to subsidiary.
(2) Subsidiary to parent company.
-
(3) Subsidiary to subsidiary.
-
Note 3: In case related-party transaction terms involve advance receipts (prepayments) transactions, explain in the footnote the reasons, contractual provisions, related amounts, and differences in types of transactions compared to third-party transactions.
Note 4: Paid-in capital referred to herein is the paid-in capital of parent company. In the case that shares were issued with no par value or a par value other than NT$10 per share, the 20 % of paid-in capital shall be replaced by 10% of equity attributable to owners of the parent in the calculation.
Zenitron Corporation and Subsidiaries
Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more Nine months ended September 30, 2022
Table 5
Expressed in thousands of NTD
(Except as otherwise indicated)
| Creditor | Counterparty | Relationship with the counterparty (Note 2) |
Balance as at September 30, 2022 (Note 1) |
Turnover rate | Overdue receivables | Amount collected subsequent to the balance sheet date Allowance for doubtful accounts |
|---|---|---|---|---|---|---|
| Amount Action taken |
||||||
| Accounts receivable Zenitron Coporation Other receivables Zenitron Coporation Supertronic International Corp. |
Zenitron (HK) Limited ZTHC (Shanghai) Co., Ltd. Zenitron (HK) Limited |
1 1 3 |
760,522 $ 223,531 2,738,985 |
5.90 - - |
- $ - - - - - |
- $ - $ 223,531 - - - |
Note 1: Fill in separately the balances of accounts receivable–related parties, notes receivable–related parties, other receivables–related parties…. Note 2: Relationship between transaction company and counterparty is classified into the following three categories; fill in the number of category each case belongs to
(1) Parent company to subsidiary.
(2) Subsidiary to parent company.
(3) Subsidiary to subsidiary.
Note 3: Paid-in capital referred to herein is the paid-in capital of parent company. In the case that shares were issued with no par value or a par value other than NT$10 per share, the 20 % of paid-in capital shall be replaced by 10% of equity attributable to owners of the parent in the calculation.
Table 6
Expressed in thousands of NTD
Zenitron Corporation and Subsidiaries
Significant inter-company transactions during the reporting period
Nine months ended September 30, 2022
(Except as otherwise indicated)
Transaction
| Transaction | |||||||
|---|---|---|---|---|---|---|---|
| Number (Note 1) |
Companyname | Counterparty | Relationship (Note 2) | General ledgeraccount | Amount | Transactionterms | Percentage of consolidated total operating revenues or total assets (Note 3) |
| 0 0 0 1 1 2 |
Zenitron Coporation Zenitron Coporation Zenitron Coporation Zenitron (HK) Limited Zenitron (HK) Limited Supertronic International Corp. |
Zenitron (HK) Limited Zenitron (HK) Limited Zenitron (Shanghai) International Trading Co., Ltd. Zenitron (Shenzhen) Technology Co., Ltd. Zenitron (Shanghai) International Trading Co., Ltd. Zenitron (HK) Limited |
1 1 1 3 3 3 |
Sales Accounts receivable Sales Sales Sales Other receivables |
4,077,987 $ 760,522 587,850 340,443 389,106 2,738,985 |
Selling price has no obvious difference from the third parties 60~90 days after monthly billings Selling price has no obvious difference from the third parties Selling price has no obvious difference from the third parties Selling price has no obvious difference from the third parties In accordance with mutual agreements |
13 3 2 1 1 12 |
Note 1: The numbers filled in for the transaction company in respect of inter-company transactions are as follows:
(1) Parent company is ‘0’.
(2) The subsidiaries are numbered in order starting from ‘1’.
Note 2: Relationship between transaction company and counterparty is classified into the following three categories; fill in the number of category each case belongs to:
(1) Parent company to subsidiary.
(2) Subsidiary to parent company.
(3) Subsidiary to subsidiary.
Note 3: Regarding percentage of transaction amount to consolidated total operating revenues or total assets, it is computed based on period-end balance of transaction to consolidated total assets for balance sheet accounts and based on accumulated transaction amount for the period to consolidated total operating revenues for income statement accounts.
Note 4: The Company may decide to disclose or not to disclose transaction details in this table based on the Materiality Principle.
Zenitron Corporation and Subsidiaries
Table 7
Expressed in thousands of NTD
Information on investees
Nine months ended September 30, 2022
(Except as otherwise indicated)
| Investor | Investee (Notes 1 and 2) |
Location | Main business activities | Initial investment amount | Shares held as at September 30,2022 | Net profit (loss) of the investee for the nine months ended September 30, 2022 (Note 2(2)) |
Footnote Investment income recognised by the Company for the nine months ended September 30, 2022 (Note 2(3)) |
|---|---|---|---|---|---|---|---|
| Balance as at September 30,2022 Balance as at December 31,2021 |
Number of shares (in thousand) Ownership (%) Book value |
||||||
| Zenitron Coporation Zenitron Coporation Zenitron Coporation Zenitron Coporation Supertronic International Corp. Supertronic International Corp. |
Zenicom Corporation Zenitron (HK) Limited Supertronic International Corp. Yo-Teh Investment Corporation Zenitron (HK) Limited Zenicom (HK) Limited |
Taiwan Hong Kong B. V. I. Taiwan Hong Kong Hong Kong |
Trading of electronic components and assembly Trading of electronic components and assembly Reinvested holding company Reinvested holding company Trading of electronic components and assembly Trading of electronic components and assembly |
55,854 $ 55,854 $ 1,291 2,008 618,023 618,023 - 84,167 303,367 471,639 92,780 92,780 |
1,520 100.00 24,184 $ 328 1.47 9,414 18,704 100.00 3,582,751 - - - 22,045 98.53 630,984 23,800 100.00 103,696 |
2,080) ($ 386,625 371,011 2 386,625 3,669 |
2,080) ($ Subsidiary 5,684 Second-tier subsidiary 371,011 Subsidiary 2 Subsidiary (Note 3) 380,941 Subsidiary 3,669 Subsidiary |
Note 1: If a public company is equipped with an overseas holding company and takes consolidated financial report as the main financial report according to the local law rules, it can only disclose the information of the overseas holding company about the disclosure of related overseas investee information.
Note 2: If situation does not belong to Note 1, fill in the columns according to the following regulations:
(1) The columns of ‘Investee’, ‘Location’, ‘Main business activities’, Initial investment amount’ and ‘Shares held as at September 30, 2022’ should fill orderly in the Company’s (public company’s) information on investees and every directly or indirectly controlled investee’s investment information, and note the relationship between the Company (public company) and its investee each (ex. direct subsidiary or indirect subsidiary) in the ‘footnote’ column.
(2) The ‘Net profit (loss) of the investee for the nine months ended September 30, 2022’ column should fill in amount of net profit (loss) of the investee for this period.
(3) The ‘Investment income (loss) recognised by the Company for the nine months ended September 30, 2022’ column should fill in the Company (public company) recognised investment income (loss) of its direct subsidiary and recognised investment income (loss) of its investee accounted for under the equity method for this period. When filling in recognised investment income (loss) of its direct subsidiary, the Company (public company) should confirm that direct subsidiary’s net profit (loss) for this period has included its investment income (loss) which shall be recognised by regulations.
Note 3: Yo-Teh filed for liquidation in November 2021 as resolved by the Board of Directors. The liquidation process had been completed in June 2022.
Table 8
Zenitron Corporation and Subsidiaries
Information on investments in Mainland China
Nine months ended September 30, 2022
Expressed in thousands of NTD (Except as otherwise indicated)
| Investee in Mainland China |
Main business activities | Paid-in capital | Investment method (Note 1) |
Accumulated amount of remittance from Taiwan to Mainland China as of January1,2022 |
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for the nine months ended September 30,2022 |
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for the nine months ended September 30,2022 |
Accumulated amount of remittance from Taiwan to Mainland China as of September 30,2022 |
Net income (loss) of investee for the nine months ended September 30,2022 |
Ownership held by the Company (direct or indirect) |
Investment income (loss) recognised by the Company for the nine months ended September 30, 2022 (Note 2) |
Book value of investments in Mainland China as of September 30,2022 |
Accumulated amount of investment income remitted back to Taiwan as of September 30,2022 Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remitted to Mainland China |
Remitted back to Taiwan |
|||||||||||
| Zenitron (Shanghai) International Trading Co., Ltd. Trading of electronic components and assembly ZTHC (Shanghai) Co., Ltd. Selling computer memory equipment and related components and providing technical support Zenitron (Shenzhen) Technology Co., Ltd. Trading of electronic components and assembly Shanghai Zenitron Electronic Trading Co., Ltd. Trading of electronic components and assembly Companyname |
157,730 $ (2) 116,601 (2) 93,080 (2) 94,760 (2) Accumulated amount of remittance from Taiwan to Mainland China as of September 30,2022 |
97,270 $ - $ 116,601 - 32,620 - - - Investment amount approved by the Investment Commission of the Ministry of Economic Affairs(MOEA) |
- $ 97,270 $ - 116,601 - 32,620 - - Ceiling on investments in Mainland China imposed by the Investment Commission of MOEA |
40,721) ($ 488 20,458) ( 49 |
100.00 100.00 100.00 100.00 |
40,721) ($ 488 20,458) ( 49 |
153,628 $ 353,284 60,437 91,860 |
- $ - - - |
||||
| Zenitron Corporation | 246,491 $ |
443,484 $ |
3,290,276 $ |
Note 1: Investment methods are classified into the following three categories; fill in the number of category each case belongs to:
-
(1) Directly invest in a company in Mainland China.
-
(2) Through investing in Zenitron (HK) Limited, an existing company in the third area, which then invested in the investee in Mainland China.
Note 2: Basis for investment income (loss) recognition is the unreviewed financial statements of the investees. Note 3: The numbers in this table are expressed in New Taiwan Dollars.