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ZERO ONE Audit Report / Information 2020

Dec 7, 2020

52262_rns_2020-12-07_5333c175-9b98-493b-be28-f00332b1c901.pdf

Audit Report / Information

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Code 3029

ZERO ONE TECHNOLOGY CO., LTD. PARENT COMPANY ONLY FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 AND

INDEPENDENT AUDITORS’ REPORT

Address: 10F., No.8, Ln. 360, Sec. 1, Neihu Rd., Taipei City. Office Number : +886 2 2656 5656

  • 1 -

§TABLE OF CONTENTS§

Contents
1Cover
2Table of Contents
3Independent Auditors’ Auditor Report
4Parent company only Balance Sheets
5Parent company only Statements of Comprehensive Income
6Parent company only Statements of Changes in Equity
7Parent company only Statements of Cash Flows
8Notes to Parent company only Financial Statements
(1) General
(2) The date and procedures of authorization of financial
statements
(3);Application of new and revised standards and
interpretations
(4) Summary of significant accounting policies
(5) Critical accounting judgements and key sources of
estimation and uncertainty
(6) Explanation of significant accounts
(7) Related parties transactions
(8) Pledged assets
(9) Significant contingent liabilities and unrecognized
commitments
(10)Foreign-currency-denominated assets and liabilities
that have significant influence
(11) Separately disclosed items
A. Information on significant transactions
B. Information on investees
C. Information on investment in Mainland China
D. Information on major shareholders
9List of major account tiles
Page No.
1
2
36
7
89
10
1112
13
13
1314
1423
23
2443
4445
45
45
45
4650
4651
4652
4653
5469
Financial
Report’s
Note No.
-
-
-
-
-
-
-
1
2
3
4
5
625
26
27
28
29
30
30
30
30
-
  • 2 -

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders Zero One Technology Co., Ltd.

Opinion

We have audited the accompanying parent company only financial statements of Zero One Technology Co., Ltd. (the “Company”), which comprise the parent company only balance sheets as of December 31, 2020 and 2019, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2020 and 2019, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters for the Company's parent company only financial statements for the year ended December 31, 2020 are stated as follows:

Valuation of allowance for uncollectible accounts

Key Audit Matters

As indicated in Note 5 and Note 10, the management of the Company assesses the collectability of accounts receivable and valuation of allowance for uncollectible accounts, based on the regulations of IFRS 9, and recognizes allowance for uncollectible accounts by lifetime expected credit losses. As the estimation of allowance for uncollectible accounts is subject to judgement of the management, we consider the valuation of allowance for uncollectible accounts a key audit matter.

The following audit procedures

Our audit procedure includes evaluating the policy of recognizing loss allowance for expected credit losses,

  • 3 -

understanding and testing internal controls of allowance for uncollectible accounts by the management that are in line with periodic reviews, design and implement of relevant controls. We also obtain an aging analysis report of accounts receivable for calculation the allowance for uncollectible accounts on the balance sheet date, and perform the procedure of sampling and auditing to evaluate the correctness of the aging analysis report, and examine the valuation of allowance for uncollectible accounts and related reasons so as to evaluate the appropriate nature of the expected credit losses.

Allowance for inventory valuation loss

Key Audit Matters

The valuation of the inventory of the Company includes the estimate of net realizable value and the allowance for inventory valuation loss regarding outdated and obsolete inventory. Net realizable valuation, based on the historical data of market situation and similar products, of the inventory is the carrying amounts calculated by the estimate sales price deducts the cost of goods sold, during the ordinary course of business. The material influence of market condition will affect the amount of net realizable valuation. Besides, the ratio of the allowance for inventory valuation loss is valued by inventory aging and the allowance for the actual loss. We consider the estimate of net realizable valuation, and the ratio of the allowance for inventory impairment loss of the outdated and obsolete inventories based on management's judgment, a key audit matter.

The following audit procedures

Our procedure includes understanding the accounting policies, valuation methods, and citation information originality for the inventory of the Company, obtaining information of the year-end allowance for inventory valuation loss and inventory aging analysis reports, sampling to ensure the reasonableness of the inventory as valued by net realizable value method and the inventory aging, and the carrying amount of the year-end allowance for inventory valuation loss fitting the Company’s accounting policy for allowance.

Responsibilities of Management and Those Charged with Governance for the Parent Company only Financial Statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance (including members of the Audit Committee) are responsible for overseeing the Company's financial reporting process.

Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

  • 4 -

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. ;Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. ;Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

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

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

  5. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. ;Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2020 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

  • 5 -

The engagement partners on the audit resulting in this independent auditors' report are Chen Ming, Li and Pei Te, Chen.

Deloitte & Touche Taipei, Taiwan Republic of China February 24, 2021

Notice to Readers

The accompanying parent company only financial statements are intended only to present the parent company only financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors' report and the accompanying parent company only financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and parent company only financial statements shall prevail.

  • 6 -

ZERO ONE TECHNOLOGY CO., LTD.

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)
Financial assets at fair value through profit or loss – current (Notes 4 and 7)
Financial assets at amortized cost – current (Notes 4 and 9)
Notes receivable (Notes 4, 5 and 10)
Trade receivables (Notes 4, 5, 10 and 26)
Inventories (Notes 4, 5 and 11)
Other current assets (Note 26)
Total current assets
NON-CURRENT ASSETS
Financial assets at fair value through profit or loss - non-current (Notes 4 and 7)
Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8)
Financial assets at amortized cost - non-current (Notes 4, 9 and 27)
Investments accounted for using the equity method (Notes 4 and 12)
Property, plant and equipment (Notes 4,13 and 27)
Right-of-use assets (Notes 4 and 14)
Other intangible assets (Note 4)
Deferred tax assets (Notes 4 and 21)
Refundable deposits
Total non-current assets
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Note 15)
Trade payables (Note 26)
Other payables (Note 16)
Current tax liabilities (Notes 4 and 21)
Lease liabilities - current (Notes 4 and 14)
Other current liabilities
Total current liabilities
NON-CURRENT LIABILITIES
Deferred tax liabilities (Notes 4 and 21)
Lease liabilities - non-current (Notes 4 and 14)
Net defined benefit liabilities - non-current (Notes 4 and 18)
Other non-current liabilities
Total non-current liabilities
Total liabilities
EQUITY (Notes 4 and 19)
Share capital
Ordinary shares
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Total retained earnings
Other equity
Total equity
TOTAL
December 31, 2020
Amount
%
$ 567,436
10
350,270
6
232,010
4
230,490
4
1,871,194
35
1,223,050
23

26,599

-

4,501,049

82
35,391
1

253,319
5
64,451
1
206,746
4
307,276
6
6,762
-
765
-
35,976
1

4,281

-

914,967

18
$ 5,416,016
100
$ -
-
2,227,047
41
232,528
5
59,660
1
5,223
-

210,909

4

2,735,367

51
-
-
1,597
-
20,982
-

800

-

23,379

-

2,758,746

51

1,256,402

23

478,757

9
219,863
4
-
-

667,898

12

887,761

16

34,350

1

2,657,270

49
$ 5,416,016
100
December 31, 2020
Amount
%
$ 567,436
10
350,270
6
232,010
4
230,490
4
1,871,194
35
1,223,050
23

26,599

-

4,501,049

82
35,391
1

253,319
5
64,451
1
206,746
4
307,276
6
6,762
-
765
-
35,976
1

4,281

-

914,967

18
$ 5,416,016
100
$ -
-
2,227,047
41
232,528
5
59,660
1
5,223
-

210,909

4

2,735,367

51
-
-
1,597
-
20,982
-

800

-

23,379

-

2,758,746

51

1,256,402

23

478,757

9
219,863
4
-
-

667,898

12

887,761

16

34,350

1

2,657,270

49
$ 5,416,016
100
December 31, 2020
Amount
%
$ 567,436
10
350,270
6
232,010
4
230,490
4
1,871,194
35
1,223,050
23

26,599

-

4,501,049

82
35,391
1

253,319
5
64,451
1
206,746
4
307,276
6
6,762
-
765
-
35,976
1

4,281

-

914,967

18
$ 5,416,016
100
$ -
-
2,227,047
41
232,528
5
59,660
1
5,223
-

210,909

4

2,735,367

51
-
-
1,597
-
20,982
-

800

-

23,379

-

2,758,746

51

1,256,402

23

478,757

9
219,863
4
-
-

667,898

12

887,761

16

34,350

1

2,657,270

49
$ 5,416,016
100
December 31, 2019 December 31, 2019 December 31, 2019 December 31, 2019
Amount
$ 567,436
350,270
232,010
230,490
1,871,194
1,223,050
26,599

4,501,049

35,391
253,319
64,451
206,746
307,276
6,762
765
35,976
4,281

914,967

$ 5,416,016

$ -
2,227,047
232,528
59,660
5,223
210,909

2,735,367

-
1,597
20,982
800

23,379

2,758,746

1,256,402

478,757

219,863
-
667,898

887,761

34,350

2,657,270

$ 5,416,016
Amount
$ 298,352
34,182
683,552
276,895
1,742,370
1,306,416
43,281

4,385,048

30,280
192,423
79,079
143,945
313,991
7,332
1,358
41,852
2,754

813,014

$ 5,198,062

$ 150,000
2,024,410
374,041
56,927
3,576
141,128

2,750,082

793
3,803
21,918
1,162

27,676

2,777,758

1,246,352

470,136

184,732
16,844
494,764

696,340

7,476

2,420,304

$ 5,198,062
%














































































































































6

1

13

5

33

25
1
84

1

4

1

3

6

-

-

1
-
16
100

3

39

7

1

-
3
53

-

-

-
-
-
53
24
9

4

-
10
14
-
47
100

The accompanying notes are an integral part of the parent company only financial statements.

  • 7 -

ZERO ONE TECHNOLOGY CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 4 and 26)
Net sales

OPERATING COSTS (Notes 11 and 26)
Cost of goods sold

GROSS PROFIT

OPERATING EXPENSES (Notes 18 and 20)
Selling and marketing expenses
General and administrative expenses
Reversal of expected credit losses (Note 10)

Total operating expenses

PROFIT FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES
(Notes 4 and 20)
Interest income (Note 26)
Other income (Note 26)
Other gains and losses (Note 12)
Net gain on derecognition of financial assets at
amortized cost (Note 9)
Finance costs

Share of profit or loss of subsidiaries accounted for
using the equity method (Note 12)

Total non-operating income and expenses
2020 %
100
90

10


4

1

-


5


5


1

-

-

-

-

-


1
2019
Amount
$ 9,658,778
8,661,534

997,244

365,426
123,760
3,262)

485,924

511,320

17,740
11,013
16,062
1,260

2,045 )
441)

43,589
Amount
$ 8,826,659
7,960,716

865,943


336,544

126,149
5,901)

456,792

409,151


22,488

11,233

7,196

3,745

2,054 )
7,344)

35,264
%



(


(
(





(






(
(
100
90
10

4

1

-

5

5

-

-

-

-

-

-

-

(Continued)

  • 8 -
PROFIT BEFORE INCOME TAX

INCOME TAX EXPENSE (Notes 4 and 21)

NET PROFIT

OTHER COMPREHENSIVE INCOME (LOSS)
(Notes 18 and 21)
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans

Unrealized gain (loss) on investments in equity
instruments at fair value through other
comprehensive income
Share of other comprehensive income of
subsidiaries accounted for using the equity
method
Income tax relating to items that will not be
reclassified subsequently to profit or loss
Items that may be reclassified subsequently to profit
or loss:
Share of other comprehensive income of
subsidiaries accounted for using the equity
method

Other comprehensive income for the year, net of
income tax

TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

EARNINGS PER SHARE (Note 22)
From continuing operations
Basic

Diluted
2020 %

6

1


5


-

-

-

-

-


-


5


2019
Amount
$ 554,909
113,286

441,623


212 )
3,974
17,997
43
74

21,876

$ 463,499

$ 3.55
$ 3.44
Amount
$ 444,415
93,102

351,313


1,157 )

20,757

6,847

231
-

26,678

$ 377,991

$ 2.85
$ 2.77
%



(







(








5

1

4

-

-

-

-

-

-

4

The accompanying notes are an integral part of the parent company only financial statements. (Concluded)

  • 9 -

ZERO ONE TECHNOLOGY CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)


BALANCE, JANUARY 1, 2019


Appropriation of the 2018 earnings

Legal reserve

Special reserve

Cash dividends -NT $1.5 per share


Net profit for the year ended December 31, 2019


Other comprehensive income (loss) for the year ended December 31, 2019


Total comprehensive income (loss) for the year ended December 31, 2019


Convertible bonds converted to capital stock


Share based payment transaction – restricted stock awards


Share based payment transaction - employee stock option


Issuance of restricted stock awards


Issuance of ordinary shares under employee share options


Disposals of investments in equity instruments at fair value through other
comprehensive income

BALANCE, DECEMBER 31, 2019


Appropriation of the 2019 earnings

Legal reserve

Special reserve

Cash dividends – NT $2.0 per share


Net profit for the year ended December 31, 2020


Other comprehensive income (loss) for the year ended December 31, 2020


Total comprehensive income (loss) for the year ended December 31, 2020


Changes in percentage of ownership interests in subsidiaries


Share based payment transaction – restricted stock awards


Share based payment transaction - employee stock option


Recall of unissued shares of restricted stock awards


Issuance of ordinary shares under employee share options


Disposals of investments in equity instruments at fair value through other
comprehensive income

BALANCE, DECEMBER 31, 2020
Share Capital
Shares
(In Thousand) Issued Capital
122,896
$ 1,228,965

-
-
-
-
-
-
-
-

-

-


-

-

338
3,377
-
-
-
-
700
7,000
701
7,010

-

-

124,635
1,246,352
-
-
-
-
-
-
-
-

-

-


-

-

-
-

-
-
-
-
(
12 ) (
120 )
1,017
10,170

-

-


125,640
$ 1,256,402
**Retained Earnings **
Total
$ 537,661



-

-


184,603 )


351,313

926)

350,387


-
-
-
-
-

7,105)

696,340


-
-

249,574 )
441,623

169)

441,454


718 )
-
-
-
-


259

$ 887,761
Other Equity Other Equity Total
$ 16,844 )
-
-
-
(
-
27,604

27,604

-
4,767
-

15,156 )
-
7,105


7,476
-
-
-
(
-
22,045

22,045

-
(
5,088
-
-
-

259)

$ 34,350
Total Equity
$ 2,196,297
-
-

184,603 )
351,313
26,678
377,991
5,099
4,767
11,431

-
9,322
-
2,420,304
-
-

249,574 )
441,623
21,876
463,499

3,199 )
5,088
6,894
-
14,258
-
$ 2,657,270
Exchange
Unrealized
Gain
(Loss) on
Financial Assets
at Fair Value
Differences on
Translation of the
Financial
Statements of
Foreign
Comprehensive
Operations
Income
$ -
( $ 16,844 )





-
-


-
-


-
-



-
-

-

27,604


-

27,604



-
-
-
-
-
-
-
-
(
-
-

-

7,105

-
17,865
(




-
-
-
-
-
-
-
-

74

21,971


74

21,971

-
-
-
-
-
-
-
-

-

-



-
(
259)

$ 74
$ 39,577
(
Unearned
Employee
Benefits
$ -
(


-

-

-

-
-

-


-
4,767
-

15,156 ) (
-
-


10,389 )

-
-
-
-
-

-

-
5,088
-
-
-
-
(
$ 5,301)
Capital Surplus
$ 446,515

-
-
-
-

-


-

1,722
-
11,431
8,156
2,312

-

470,136
-
-
-
-

-


-

(
2,481 )
-
6,894

120
4,088

-

$ 478,757
Unappropriated
Legal Reserve
Special Reserve
Earnings
$ 159,438
$ 15,501
$ 362,722

25,294
-
(
25,294 )
-
1,343
(
1,343 )
-
-
(
184,603 )
(
-
-

351,313

-

-
(
926)
(

-

-

350,387

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-
(
7,105)
(
184,732
16,844
494,764
35,131
-
(
35,131 )
-
(
16,844 )
16,844
-
-
(
249,574 )
(
-
-
441,623
-

-
(
169)
(
-

-

441,454


-
-
(
718 )
(
-
-
-
-
-
-
-
-
-
-
-
-
-

-

259

$ 219,863
$ -
$ 667,898

The accompanying notes are an integral part of the parent company only financial statements.

  • 10 -

ZERO ONE TECHNOLOGY CO., LTD.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019
(In Thousands of New Taiwan Dollars)
CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax
Adjustments for:
Depreciation expenses
Amortization expenses
Reversal of expected credit losses
Net gain on fair value change of financial assets at fair value through
profit or loss
Finance costs
Net gain on derecognition of financial assets at amortized cost
Interest income
Dividend income
Compensation costs of employee share options
Share of loss of subsidiaries accounted for using the equity method
Loss on disposal of property, plant and equipment
Gain on disposal of investments accounted for using equity method
(Reversal of write-down) write-down of inventories
Net loss on foreign currency exchange
Changes in operating assets and liabilities
Financial assets mandatorily classified as at fair value through profit
or loss
Notes receivable
Trade receivables
Inventories
Other current assets
Trade payables
Other payables
Other current liabilities
Net defined benefit liabilities
Cash generated from operations
Income tax paid
Net cash generated from operating activities
2020
$ 554,909
20,255
778
(
3,262 )
(
5,050 )
2,045
(
1,260 )
(
17,740 )
(
8,535 )
11,982
441
40

(
275 )
(
7,898 )
5,618
(
316,149 )
46,405
(
127,308 )
88,620
3,780
206,993
(
139,983 )
69,781
(
1,148)
383,039
(
105,427)

277,612
2019

$ 444,415

18,058

776

(
5,901 )

(
7,359 )

2,054

(
3,745 )

(
22,488 )

(
4,366 )

16,198

7,344

-

-

29,563

23,769

5,215

(
116,322 )

(
17,318 )

(
410,213 )

(
3,678 )

364,851

131,321

35,226
(
818)

486,582
(
97,101)

389,481

(Continued)

  • 11 -
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at fair value through other comprehensive
income
Proceeds from sale of financial assets at fair value through other
comprehensive income
Proceeds from the return of capital upon investees' capital reduction of
financial assets at fair value through other comprehensive income
Purchase of financial assets at amortized cost
Disposal of financial assets at amortized cost
Acquisition of investments accounted for using the equity method
Proceeds from disposal of investments accounted for using equity
method
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Decrease (increase) in other receivables-related parties
Payments for intangible assets
Interest received
Dividend received from subsidiaries
Other dividends received
Net cash generated from (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings
Repayments of short-term borrowings
Proceeds from guarantee deposits received
Refund of guarantee deposits received
Repayment of principal portion of lease liabilities
Dividends paid
Exercise of employee share options
Interest paid
Net cash used in financing activities
EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF
CASH AND CASH EQUIVALENTS HELD IN FOREIGN
CURRENCIES
NET INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2020
( $ 84,217 )
24,217
3,078
(
236,229 )
700,682
(
49,000 )
275
(
6,359 )
500
(
1,527 )
10,000
(
185 )
20,642
630

8,535

391,042
-
(
150,000 )
-
(
362 )
(
5,066 )
(
249,574 )
14,258
(
2,049)
(
392,793)
(
6,777)
269,084

298,352
$ 567,436
2019

( $ 47,786 )

17,803

3,320

(
191,975 )

64,955

(
10,063 )

-

(
7,033 )

-

(
1,077 )

(
10,000 )

(
670 )

20,178

1,750

4,366
(
156,232)

50,000

-

362

-

(
4,319 )

(
184,603 )

9,322
(
2,050)
(
131,288)
(
5,363)

96,598

201,754
$ 298,352

The accompanying notes are an integral part of the parent company only financial statements.

(Concluded)

  • 12 -

ZERO ONE TECHNOLOGY CO., LTD.

NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2021 and 2020

(Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise)

1. GENERAL

Zero One Technology Co., Ltd. (the “Company” or “ZOTC”) was incorporated as a company limited by shares under the provisions of the Company Law of the Republic of China on June 27, 1980. On January 21, 2000, ZOTC’s Shares were listed on Taipei Exchange (TPEX). On August 26, 2002, ZOTC’s shares were listed on the Taiwan Stock Exchange (TWSE). ZOTC is a dedicated foundry in the technology industry which engages mainly in the design, manufacturing, packaging, selling, consulting and services of electronic information, computer software, hardware, accessories, components and Chinese data processing, etc.

The parent company only financial statements are expressed by the functional currency (New Taiwan dollars) of the Company.

2. THE DATE AND PROCEDURES OF AUTHORIZATION OF FINANCIAL STATEMENTS

The accompanying parent company only financial statements were approved by the Board of Directors and issued on February 24, 2021.

3. ;APPLICATION OF NEW AND REVISED STANDARDS AND INTERPRETATIONS

  • (1)Initial application of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC).

Application of the IFRSs endorsed and issued into effect by the FSC did not have any material impact on the Company’s accounting policies.

  • (2)The IFRSs endorsed by the Financial Supervisory Commission (FSC) for application starting from 2021
New IFRSs
Amendments to IFRS 4, “Extension of the Temporary Exemption
from Applying IFRS 9”
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16
“Interest Rate Benchmark Reform – Phase II”
Amendments to IFRS16 “Covid-19 leases – rent concessions”
Effective Date
Announced by IASB
Effective as announced
January 1, 2021 for annual
reporting periods
June 1, 2020 for annual
reporting period

As of the date the accompanying parent company only financial statements were authorized for issue, the Company is continuously assessing the possible impact that the application of aforementioned standards and interpretations will have on the Company’s financial position and financial performance, and will disclose the relevant impact when the assessment is completed.

(3) New IFRSs in issued by IASB but not yet endorsed and issued into effect by the FSC

New IFRSs
Annual Improvements to IFRS Standards 2018-2020
Amendments to IFRS 3 “Reference to the Conceptual Framework:
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture”

IFRS 17 “Insurance Contracts”

Amendments to IFRS 17
Amendments to IAS 1 “Classification of Liabilities as Current or
Noncurrent”
Amendments to IAS 1 “Disclosure of accounting policies”
Amendments to IAS 8 “Definition of accounting estimates”
Amendments to IAS 16 “Property, Plant and Equipment – Proceeds
before Intended Use”
Amendments to IAS 37 “Onerous Contracts – Cost of Fulfilling a
Contract”
Effective Date
Announced by the IASB (Note 1)
January 1, 2022 (Note 2)
January 1, 2022 (Note 3)
To be determined by IASB
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023 (Note 6)
January 1, 2023 (Note 7)
January 1, 2022 (Note 4)
January 1, 2022 (Note 5)
  • Note 1 Unless stated otherwise, the above new, r evised or amended standards and interpretations are effective for annual periods beginning on or after their respective effective dates.

  • 13 -

  • Note 2 The amendments to IFRS 9 are applied prospectively to modificat ions and exchanges of financial liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 “Agriculture” are applied prospectively to the fair value measurements on or after the annual reporting periods beginning on or after January, 2022. The amendments to IFRS 1 “First-time Adoptions of IFRSs” are applied retrospectively for annual reporting periods beginning on or after January 1, 2022.

  • Note 3 The amendments are applicable to business combina tions for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2022.

  • Note 4 The amendments are applicable to property, plant and equ ipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.

  • Note 5 The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.

  • Note 6 The amendments are effective for annual periods beginning on or after 1 January, 2023.

Note 7 The amendments are effective for annual periods beginning on or after 1 January, 2023, and changes in accounting polices and changes in accounting estimates that occur on or after the start of the period. As of the date the parent company only financial statements were authorized for issue, the Company is continuously evaluating the possible impact that the application of above standards and interpretations will have on the Company’s financial position and financial performance, and will disclose the relevant impact when the evaluation is completed.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  • (1)Statement of compliance

These parent company only financial statements have been prepared in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

  • (2)Basis of preparation

The parent company only financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value s, and present value of defined benefits plans deducts net defined benefit liabilities measured at fair value.

The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:

  • A.;Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities, which can be acquired during measurement date;

  • B. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices);

  • C. Level 3 inputs are unobservable inputs for the asset or liability.

When preparing the parent company only financial statements, the Company account for subsidiaries by using the equity method. In order to agree with the amount of net income, other comprehensive income and equity attributable to shareholders of the parent company in the consolidated financial statements, the differences of the accounting treatment between the parent company only basis and the consolidated basis are adjusted under the heading of investments accounted for using equity method, share of profits of subsidiaries and share of other comprehensive income of subsidiaries in the parent company only financial statements.

  • 14 -

  • (3)Classification of current and non -current assets and liabilities

  • Current assets include:

  • A.;Assets held primarily for the purpose of trading;

  • B. ;Assets expected to be realized within twelve months after the reporting period; and C. ;Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

Current liabilities include:

  • A.;Liabilities held primarily for the purpose of trading;

  • B. Liabilities due to be settled within twelve months after the reporting period, even if an agreement to refinance, or to reschedule payments, on a long -term basis is completed after the reporting period and before t he parent company only financial statements are authorized for issue; and

  • C. Liabilities for which the Company does not have an unconditional right to defer settlement for at least twelve months after the reporting period, unless issuing equities to defer settlement wouldn’t affect classification, depend ing on liabilities conditions.

Assets and liabilities that are not classified as current are non -current assents and liabilities, respectively.

  • (4)Foreign currencies

In preparing the financial statements of each individual group entity, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.

At the end of each reporting period, monetary it ems denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period.

Non-monetary items measured at fair value that are denominated in foreign currenci es are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising on the retranslation of non -monetary items are included in profit or loss for the period except for exchange differences arising from t he retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, in which case, the exchange differences are also recognized directly in other comprehensive income.

Non-monetary items that are measured at historical cost in a foreign currency are not retranslated.

  • (5)Inventories

Inventories are stated at the lower of cost or net realizable value. Inventory write -downs are made by item, except where it may be appropriated to group similar or related items. Net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at standard cost and adjusted to approximate weighted-average cost on the reporting period.

(6)Investment in subsidiaries

The Company uses the equity method to account for its investments in subsidiaries.

Subsidiaries are the entities controlled by the Company (including structural entities).

Under the equity method, the investment is initially recognized at cost and the carrying amount is increased or decreased to recognize the Company’s share of the profit or loss and other comprehensive income of the subsidiary after the dat e of acquisition. Besides, the Company also recognizes the Company’s share of the change in other equity of the subsidiary.

Changes in the Company’s ownership interests in subsidiaries that do not result in the Company’s loss of control over the subsidiar ies are accounted for as equity transactions. Any difference between the carrying amounts of the investment and the fair value of the consideration paid or received is recognized directly in equity.

When the Company’s share of losses of a subsidiary equal s or exceeds its interest in that subsidiary (which includes any carrying amount of the investment in subsidiary accounted for by the equity method and long -term interests that, in substance, form part of the Company’s net investment in the subsidiary), th e Company continues recognizing its share of further losses.

  • 15 -

Any excess of the cost of acquisition over the Company’s share of the net fair value of the identifiable assets and liabilities of a subsidiary at the date of acquisition is recognized as goodwill, which is included within the carrying amo unt of the investment and is not amortized. Any excess of the Company’s share of the net fair value of the identifiable assets and liabilities over the cost of acquisition is recognized immediately in profit or loss.

The Company assesses its investment for any impairment by comparing the carrying amount with the estimated recoverable amount as assessed based on the entire financial statements of the invested company. Impairment loss is recognized when the carryi ng amount exceeds the recoverable amount. If the recoverable amount of the investment subsequently increases, the Company recognizes the reversal of the impairment loss; the adjusted post-reversal carrying amount should not exceed the carrying amount that would have been recognized (net of amortizati on or depreciation) had no impairment loss been recognized in prior years. An impairment loss recognized on goodwill cannot be reversed in a subsequent period.

When the Company loses control of a subsidiary, any retained investment of the former subsidiary is measured at the fair value at that date. A gain or loss is recognized in profit or loss and calculated as the difference between the aggregate of the fair value of consideration received and the fair value of any retained interest at the date when co ntrol is lost; and the previous carrying amount of the investment in such subsidiary. In addition, the Company shall account for all amounts previously recognized in other comprehensive income in relation to the subsidiary on the same basis as would be required if the subsidiary had directly disposed of the related assets and liabilities.

When the Company transacts with its subsidiaries, profits and losses resulting from the transactions with the subsidiaries are recognized in the Company’s parent only financial statements only to the extent of interests in the subsidiaries that are not owned by the Company.

  • (7)Investment in associates

An associate is an entity over which the Company has significant influenc e and that is neither a subsidiary nor an interest in a joint venture.

The Company uses the equity method to account for its investments in associates.

Under the equity method, investments in an associate are initially recognized in the parent company only balance sheet at cost and adjusted thereaft er to recognize the company’s share of the profit or loss and other comprehensive income of the associate and the distribution received. The Company also recognizes the changes in the equity of associates attributable to the Company.

Any excess of the cost of acquisition over the Company ’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities of an associate recognized at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment and is not amortized. Any excess of the Company’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit or los s.

When the associate issues new shares, and the Company subscribes at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Company’s proportionate interest in the net assets of the associate. The Company records such a difference as an adjustment to investments with the corresponding amount charged or credited to capital surplus. If the Company’s ownership interest is reduced due to the additional subscription to th e shares of associate by other investors, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate shall be reclassified to profit or loss on the same basis as would be required if th e associate had directly disposed of the related assets or liabilities. When the adjustment should be debited to capital surplus, but the capital surplus recognized from investments accounted for by the equity method is insufficient, the shortage is debite d to retained earnings.

When the Company’s share of losses of an associate equals or exceeds its interest in that associate (which includes any carrying amount of the investment accounted for by the equity method and long-term interests that, in substance, form part of the Company’s net investment in the associate), the Company discontinues recognizing its share of further losses. Additional losses and liabilities are recognized only to the extent that the

  • 16 -

Company has incurred legal obligations, or constru ctive obligations, or made payments on behalf of that associate.

The entire carrying amount of the investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable a mount with its carrying amount. Any impairment loss recognized forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized to the extent that the recoverable amount of the investment subsequently increases.

The Company discontinues the use of the equity method from the date on which its investment ceases to be an associate. Any retained investment is measured at fair value at that date and the fair value is regarded as its fair value on initial recognition as a financial asset. The difference between the previou s carrying amount of the associate attributable to the retained interest and its fair value is included in the determination of the gain or loss on disposal of the associate. The Company accounts for all amounts previously recognized in other comprehensive income in relation to that associate on the same basis as would be required if that associate had directly disposed of the related assets or liabilities. If the investment of associates becomes the inve stment of joint ventures, or vice versa, the Company will continue to evaluate investment accounted for by the equity method, other than remeasur ing retained equities.

Profits and losses, resulting from upstream, downstream, and sidestream transactions between the Company and associates, are recognized on p arent company only financial statements in the scope of the Company’s equities that are not relevant to its associates.

  • (8)Property, plant and equipment

Property, plant and equipment are stated at cos t, less recognized accumulated depreciation and accumulated impairment loss.

Depreciation is recognized using the straight -line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with t he effect of any changes in estimate accounted for on a prospective basis.

Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.

  • (9)Intangible assets

Intangible assets with finite useful lives that are acquired separately are initially measured at cost and subsequently measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight -line basis. The estimated useful life, residual value, and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

On de-recognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.

  • (10)Impairment of property, plant and equipment, right-of-use assets, and intangible assets (excluding goodwill)

At the end of each reporting period, the Company reviews the c arrying amounts of its property, plant and equipment, right of use assets and intangible assets (excludi ng goodwill), to determine whether there is any indica tion that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash -generating unit to which the asset belongs. Corporate assets are also allocated to individual cash-generating units or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.

  • 17 -

Recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash -generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss

The inventory, property, plant and equipment and intangib le assets recognized in the customer contract are first recognized as impairment in accordance with the inventory policies and the above regulations, and the book value of the relevant assets according to the contract cost exceeds the expected consideratio n for the provision of related goods or services. The amount after deducting the directly related costs is recognized as an impairment loss, and the book value of the contract cost -related assets is continuously included in the cash-generating unit in order to perform the impairment assessment of the cash-generating unit.

When an impairment loss is subsequently reversed, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been det ermined had no impairment loss, without amortization or depreciation, been recognized for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognized in profit or loss.

  • (11)Financial instruments

Financial assets and financial liabilities are recognized on parent company only balance sheets when a group entity becomes a party to the contractual provisions of the instruments.

Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

  • a. A.Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date or settlement date basis.

  • a. Measurement category

The Company’s financial assets are classified into the following categories: financial assets at FVTPL, financial assets at amortized cost, and investme nts in equity instruments at FVTOCI.

  • (a)Financial assets at FVTPL

For certain financial assets which include debt instrument that do not meet the criteria of amortized cost or FVTOCI, it is mandatorily required to measure them at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI and debt instruments that do not meet the amortized cost criteria or the FVTOCI criteria.

Financial assets at FVTPL are subsequently measur ed at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The dividends, interest earned and net gain or loss recognized in profit or loss on the financial asset. Fair value is determined in the manner described in N ote 25.

  • (b)Financial assets at amortized cost

Financial assets that meet the following two conditions are subsequently measured at amortized cost:

a).The financial asset is held within a business mod el whose objective is to hold financial assets in order to collect contractual cash flows; and

  • 18 -

b).The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Subsequent to initial recognition, f inancial assets at amortized cost, including cash and cash equivalents, notes and trade receivables and other financial assets are measured at amortized cost, which equals to gross carrying amount determined by the effective interest method less any impair ment loss. Exchange differences are recognized in profit or loss.

Interest income is calculated by applying the eff ective interest rate to multiply the gross carrying amount of a financial asset.

Cash equivalents, held to meet short-term cash commitments, include time deposits with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash, as well as deposits in the bank and repurchase bonds, which are subject to an insignificant risk of changes in value.

  • (c)Investments in equity instruments at FVTOCI

On initial recognition, the Company may make an irrevocable designate investments in equity instruments that is not held for trading as at FVTOCI. Designation at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.

Investments in equity instruments at FVTOCI are subsequen tly measured at fair value with gains and losses arisin g from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments, instead, they will be transferred to retained earnings.

Dividends on these investments in equity instruments at FVTOCI are recognized in profit or loss when the Company’s right to receive the dividends is established, unless the dividends clea rly represent a recovery of part of the cost of the investment.

  • b. Impairment of financial assets

The Company recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including notes and trade receivables).

The Company always recognizes the loss allowance by lifetime Expec ted Credit Loss (i.e. ECL) for notes and accounts receivable. For all other financial instruments, the Company recognizes lifetime ECL when there has been a significant increase in credit risk since in itial recognition. If, on the other hand, the credit risk on the financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance at an amount equal to 12-month ECL.

Expected credit losses reflect the weighted average of credit losses with the respective risks of a default occurring as the weights. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In c ontrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.

In order for the Company to fulfill the purpose of internal credit and risk management control, under the premise that does not take into account of the collaterals owned by the Company, the following will be deemed as a default of the financial assets:

  • A. Either internal or external information indicates that it is impossible for the debtors to clear the debts;

  • 19 -

  • B. Any delay in payment – unless there is reasonable and supporting information that indicates the basis for delaying the payment is more appropriate.

The Company recognizes an impairment gain or loss in profit or loss for all financial instruments with a correspond ing adjustment to their carrying amount through a loss allowance account.

  • c. De-recognition of financial assets

The Company derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the fin ancial asset and substantially all the risks and rewards of ownership of the asset to another party.

On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the considerati on received and receivable is recognized in profit or loss. On derecognition of an investment in an equity instrument at FVTOCI, the cumulative gain or loss that had been recognized in other comprehen sive income is transferred directly to retained earnings, without recycling through profit or loss.

  • B. Financial liabilities

  • (a)Subsequent measurement

All financial liabilities are measured at amortized cost using the effective interest method.

  • (b)De-recognition of financial liabilities

The difference between the carrying amount of the financial liability derecognized and the consideration paid, including any non -cash assets transferred or liabilities assumed, is recognized in profit or loss.

  • C. Convertible bonds

The component parts of compound instruments (c onvertible bonds) issued by the Company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financia l liability and an equity instrument.

On initial recognition, the fair value of the liability component is estimated using the prevailing market interest rate for similar non -convertible instruments. This amount is recorded as a liability on an amortized cost basis using the effective interest method until extinguished upon conversion or the instrument’s maturity date. Any non-equity embedded derivative liability is measured at fair value.

The conversion option classified as equity is determined by deducti ng the amount of the liability component from the fair v alue of the compound instrument as a whole. This is recognized and included in equity, net of income tax effects, and is not subsequently remeasured. In addition, the conversion option classified as e quity will remain in the liability and equity until the conversion option is exercised, in which case, the balance recognized in equity will be transferred to capital surplus - share premium. When the conversion option remains unexercised at maturity, the balance recognized in equity will be transferred to capi tal surplus - share premium.

Transaction costs that relate to the issue of the convertible bonds are allocated to the liability and equity components in proportion to the allocation of the gross proceeds.

  • (12)Revenue recognition

The Company identifies the contract with the customers, allocates the transaction price to the performance obligations, and recognizes revenue when performance obligations are satisfied.

Revenue from sale of goods

Revenue from sale of goods comes from sales of computer softwar e, hardware, accessories, equipment, and components, etc. Customers have the right of quotation and user, and the responsibility of resale as goods after shipment and taking risks of

  • 20 -

losses of obsolete goods. The Company recognizes revenues and trade recei vable as goods after shipment.

(13)Leases

At the inception of a contract, the Company assesses whether the contract is, or contains, a lease.

  • A. The Company as lessor

Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Lease payments (less any lease incentives payable) from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases. Initial direct costs incurred in obtaining operating leases are added to the carrying amounts of the underlying assets and recognized as expenses on a straight -line basis over the lease terms.

  • B. The Company as lessee

Except for payments for low-value asset leases and short-term leases which are recognized as expenses on a straight-line basis, the Company recognizes right-of-use assets and lease liabilities for all leases at the comm encement date of the lease.

Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, and less any lease incentives received, any i nitial direct costs incurred and an estimate of costs needed to restore the underlying assets. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabili ties. Right-of-use assets are presented on a separate line in the parent company only balance sheets.

Right-of-use assets are depreciated using the straight -line method from the commencement dates to the earlier of the end of the useful lives of the righ t-of-use assets or the end of the lease terms.

Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company uses the lessee’s incremental borrowing rates.

Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense re cognized over the lease terms. When there is a change in a lease term or a change in future lease payments resulting from a change in an index or a rate used to determine those payments, the Company remeasures the lease liabilities with a corresponding adj ustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a s eparate line in the parent company only balance sheets.

  • (14)Costs of loans

All Costs of loans incurred shall be recognized as profits and losses at the current period.

  • (15)Employee benefit

A. Short-term employee benefits.

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for service renderded by employees.

  • 21 -

B. Retirement benefits

For defined contribution retirement benefit plans, payments to the benefit plan are recognized as an expense when employees have rendered service ent itling them to the contribution. For defined benefit retirement benefit plans, the cost of providing benefit is recognized based on actuarial calculations. Defined benefit costs (including service cost, net interest and remeasurement) under the defined ben efit retirement benefit plans are determined using the Projected Unit Credit Method. Service cost (including current service cost as well as previous service cost, and net interest on the net defined benefi t liability (asset) are recognized as employee ben efits expense in the period they occur, or when the plan amendment or curtailment occurs/when the settlement occurs. Remeasurement, comprising actuarial gains and losses and the return on plan assets (excluding interest), is recognized in other comprehensi ve income in the period in which they occur. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss.

Net defined benefit liability (asset) represents the actua l deficit (surplus) in the Company’s defined benefit plan. Net defined benefit asset shall not exceed the return contribution or the present value possibly calculated after reducing future contribution.

(16)Share-based payment arrangements

The fair value and expected estimate amounts of the stock options and restricted stock sward determined at the grant date of the stock options is expensed on a straight -line basis over the vesting period, based on the Company’s estimate of stock options that will eventually vest, with a corresponding increase in capital surplus - stock options. The fair value determined at the grant date of the stock options is recognized as an expense in full at the grant date when the stock options granted vest immediately.

When restricted shares for employees of the company are issued, other equity - unearned employee benefits is recognized on the grant date, with a corresponding increase in capital surplus - restricted shares for employees. If restricted shares for employees are granted for consideration and should be returned, they are recognized as payables.

At the end of each reporting period, the Company revises its estimate of the number of stock options expected to vest. The impact of the revision of the original estimates is recognized in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the capital surplus - stock options and capital surplus – restricted stock award.

  • (17)Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

A. Current tax

The Company recognizes current earnings (losses) in accordance with the Income Tax Act of the Republic of China, and calculate the amount for tax payable (recoverable).

Income tax on unappropriated earnings is expensed in the year the shareholders approved the appropriation of earnings which is the year subsequent to the year the earnings are generated according to Taiwan’s Income Tax Act.

Adjustments of prior years’ tax liabilities are a dded to or deducted from the current year’s tax provision.

  • B. Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the parent company onl y financial statements and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible

  • 22 -

temporary differences, net operating loss carryforward s and tax credits for research and development expenses to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.

Deferred tax liabilities are recognized for taxable temp orary differences associated with investments in subsidiaries and associates, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary di fferences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no lon ger probable that sufficient taxable profits will be available to allow all or part of the deferred tax asset to be recovered. The deferred tax assets which originally not recognized is also reviewed at the end of each reporting period and recognized to th e extent that it is probable that sufficient taxable profits will be available to allow all or part of the deferred tax asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the year in which the liability is settled or the asset is realized , based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Comp any expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

  • C. Current and deferred tax for the year

  • Current and deferred tax are recognized in pr ofit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity respectively.

5. ;CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION AND UNCERTAINTY

In the application of the aforementioned Company’s accounting policies, the Company is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from oth er sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoi ng basis. Revisions to accounting estimates are recognized in the year in which the estimate is revised if the revision affects only that year, or in the year of the revision and future years if the revisi on affects both current and future years.

  • (1)Estimated impairment of financial assets

The provision for impairment of notes and trade receivables and investments in debt instruments is based on the Company’s assumptions about risk of default and expected loss rates. The Company uses judgment in making the se assumptions and in selecting the inputs to the impairment calculation, based on the Company’s past history, existing market conditions as well as forward looking estimates at the end of each reporting period. For details of the key assumptions and input s used, see Notes 10. Where the actual future cash inflows are less than expected, a material impairment loss may arise.

  • (2)Write-down of inventory

Net realizable value of inventory is the estimated sellin g price in the ordinary course of business less the estimated costs necessary to close the sales. The estimation of net realizable value was based on current market conditions and the historical experience of selling products of a similar nature. Changes i n market conditions may have a material impact on the estimation of net realizable value.

  • 23 -

6. CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS
Cash on hand and revolving funds
Checking accounts and demand deposits in
banks
Cash equivalents
Time deposits in banks
Repurchase bond
December 31,
2020
$ 207
538,749
-

28,480
$ 567,436
December 31,
2019




$ 183
84,112
214,057
-
$ 298,352

As the end of reporting period, the market rate intervals of deposits in banks and repurchase bond were as follows


bond were as follows
Demand deposits in banks
Time deposits in banks
Repurchase bond
December 31,
2020
0.005%~0.32%
-
0.45%
December 31,
2019
0.01%~0.67%
2.10%~2.27%
-

7. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

Financial assetscurrent
Mandatorily measured at FVTPL
Domestic convertible bonds
Domestic listed ordinary shares
Fund beneficiary certificates
Financial assetsnon-current
Mandatorily measured at FVTPL
Domestic listed preference shares
Fund beneficiary certificates
December 31,
2020
$ 15,966
1,785

332,519
$ 350,270
$ 14,403

20,988
$ 35,391
December 31,
2019
December 31,
2019










$ 31,182
-
3,000
$ 34,182
$ 15,041
15,239
$ 30,280

8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE IN COME

Investments in equity instruments
Non-current
Domestic investment
Listed ordinary shares and emerging
market ordinary shares
Listed preference shares
Unlisted shares
December 31,
2020
$ 70,729
164,448

18,142
$ 253,319
December 31,
2019
December 31,
2019




$ 64,173
124,507
3,743
$ 192,423

These long-term investments in ordinary and preferred shares are held for receiving profits, under medium to long-term business development strategic purposes. Accordingly, the Company’s management elected to designate these investments in equity instruments as at FVTOCI as they believe that recognizing short -term fluctuations in these investments’ fair value in profit or loss would not be consiste nt with the Company’s strategy of holding these investments for long-term purposes.

  • 24 -

9. FINANCIAL ASSETS AT AMORTIZED COST

Current
Domestic investment
Time deposits with original maturities
more than three months (1)
Repurchase bond (2)
Non-current
Domestic investment
Pledged time deposit (3)
Barclays Bank Coupon Bond (USD) (4)
Prufin Perpetual Corp. Bond (USD) (5)
AT&T Corp. Bond (USD) (6)
Yuanta Securities Asia Financial Services
Limited 2018 Non-secured
USD-denominated Private Fixed Rate
Notes (7)
December 31,
2020
$ 232,010

-
$ 232,010
$ 20,390
14,895
29,166
-

-
$ 64,451
December 31,
2019
December 31,
2019










$ 292,313
391,239
$ 683,552
$ 15,513
15,807
31,179
16,580
-
$ 79,079
  • (1) As of December 31, 2020 and 2019, the market interest rate intervals of time deposit over 3 months portion were 0.77%~2.10% and 1.02%~2.33%, respectively.

  • (2) As of December 31, 2019, the market interest rate of repurchase bond over 3 months portion was 2.70%~2.90%.

  • (3) Please refer to Note 27 for more details on financial assets at amortized cost under pledge.

  • (4) The Company purchased Barclays Bank Coupon Bond (USD) by USD 527 thousand, with a coupon rate of 4.836%, in August, 2019.

  • (5) The Company purchased Prufin Perpetual Corp (USD) by U SD 1,040 thousand, with a coupon rate of 4.875%, in August, 2019.

  • (6) The Company purchased AT&T Corp (USD) by USD 553 thousand, with a coupon rate of 4.50%, in November, 2019. In November, 2020, the Company sold all the bonds at $17,130 thousand in order to adjust the portion of the investment, $1,260 thousand recognized as net gain on derecognition of financial assets at amortized cost.

  • (7) The Company purchased Yuanta Securities Asia Financial Services Limited issued 5-year Non-secured Fixed Rate Notes, with the face value of USD 2,000 thousand and a coupon rate of 4.10%, in August, 2018, and then sold all bonds by $64,954 thousand, for adjustment for the portion of the investment in August, 2019, $3,745 thousand recognized as net gain on derecognition of financ ial assets at amortized cost.

10. NOTES AND TRADE RECEIVABLE

December 31, December 31, December 31, December 31,
2020 2019
Measured at amortized cost
Notes receivable $ 230,490 $ 276,895
Trade receivable 1,882,626 1,757,064
Overdue receivables 1,474 20,816
Less:Allowances for impairment loss - trade
receivable ( 11,432 ) ( 14,694 )
Less:Allowances for impairment loss -
overdue receivables ( 1,474) ( 20,816)
$ 2,101,684 $ 2,019,265

The average credit period of sales of goods of the Company was 60-90 days, and no interest was charged on trade receivable.

  • 25 -

In order to minimize credit risk, the Company’s management has delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue receivables. In addition, the Company reviews the recoverable amount of each individual trade recei vable at the end of the reporting period to ensure that adequate allowance is made for possible irrecoverable amounts. In this regard, the Company’s management believes the Company’s credit risk was significantly reduced.

The Company applies the approach to providing for expected credit losses which permits the use of lifetime expected loss provision for all trade receivable. The expected credit losses of trade receivable on durable are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor’s past experience of receivable and current financial position, expectation of GDP and prospect of the industry, deciding the rate of the expected credit losses by the different levels of credit limits of customers and actual conditions, based on the degree of doubtful accounts triggered by customers of different industries.

The Company writes off an account receivable when there is information indicating that the respective debtor is experiencing severe fin ancial difficulty and there is no realistic prospect of recovery of the receivable. For accounts r eceivable that have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivables which are due. Where recov eries are made, these are recognized in profit or loss.

The following table details the loss allo wance of trade receivable:

December 31, 2020

December 31, 2020
Gross carrying amount

Loss allowance (Lifetime
ECLs)
Amortized cost

December 31, 2019
Gross carrying amount

Loss allowance (Lifetime
ECLs)
Amortized cost
Not Past
Due
$ 2,099,693

5,895)

$ 2,093,798

Not Past
Due
$ 1,978,112

3,903)
$ 1,974,209
1-30 Days
PastDue
$ 2,687

899)

$ 1,788

1-30 Days
PastDue
$ 4,755

1,879)
$ 2,876
31-60 Days
PastDue
$ 10,160

4,344)

$ 5,816

31-60 Days
PastDue
$ 12,731

5,400)
$ 7,331
61-90 Days
PastDue
$ 576

294)

$ 282

61-90 Days
PastDue
$ 696

347)
$ 349
More Than 90
DaysPastDue
$ 1,474
(
1,474)

$ -

More Than 90
DaysPastDue
$ 58,481
(
23,981)
$ 34,500
Total

(

(

(

(

(
$ 2,114,590

12,906)
$ 2,101,684
Total

(

(

(

(

(

(
$ 2,054,775

35,510)
$ 2,019,265

The movements of the loss allowance of trade receivable were as follows:

11. Balance at January 1
Less: Amounts written off
Less: Reversal of loss allowance
Balance at December 31
INVENTORIES
Commodities
2020
$ 35,510

19,342 )

3,262)
$ 12,906
December 31,
2020
$ 1,223,050

(


2019

(
(

$ 41,411
-

5,901)
$ 35,510
December 31,
2019
$ 1,306,416

Cost of goods sold for inventories were $8,661,534 thousand, and $7,960,716 thousand, respectively, in 2020 and 2019 . Cost of goods sold included reversals of inventory write-downs of $7,898 thousand, and inventory write-downs of $29,563 thousand, respectively, in 2020 and 2019. The reversals of previous write-downs resulted from disposal of the commodities that had been listed previously for loss in price .

  • 26 -

12. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

2.INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
Investments in subsidiaries
(1) Investments in subsidiaries
Zotech Technology Co., Ltd.
Zerone Win Investment Co., Ltd.
Asiaone Holdings Ltd.
Name of subsidiaries
Zotech Technology Co., Ltd.
Zerone Win Investment Co., Ltd.
Asiaone Holdings Ltd.
December 31,
2020
December 31,
2019
$ 206,746
$ 143,945
December 31,
2020
December 31,
2019
$ 43,132
$ 43,671
154,088
90,729

9,526

9,545
$ 206,746
$ 143,945
Percentage ofowners'equity and votingright
December 31,
2019
$ 143,945
December 31,
2019
December 31,
2020
85.37%
100.00%
100.00%
December 31,
2019
85.37%
100.00%
100.00%

The Company invested and established Asiaone Holdings Ltd., which engages in investments, in September, 2019, with investment amount to $10,063 thousand and shareholding ratio of 100%.

The Company participated in the capital injection of Zerone Win Investment Co. Ltd. at $49,000 thousand in May, 2020. The share-holding ratio remains unchanged after capital injection.

(2) Investments in associates

The Company invested and founded Chi-Ta International Co., Ltd., that engaged mainly in researching and manufacturing ha rdware of auto-used electronic equipment, with investment amount to $10,000 thousand, and share-holding ratio of 30% in March, 2014, since it kept net losses, foresaw decrease in future cash flows, evaluated recognized $7,243 thousand of impairment losses in 2015, and recognized book value of $0 thousand after recognized deficits. In April, 2020, the Company disposed all shares and recognized $275 thousand in gains.

13. PROPERTY, PLANT AND EQUIPMENT

Machinery Machinery
and Office Delivery Other
Land Buildings equipment equipment equipment equipment Total
Cost
Balance at January 1, 2019
$ 234,892
$ 128,185 $ 9,008
$
26,944
$ 2,458
$
8,569
$ 410,056
Additions - - - 7,033 -
- 7,033
Disposals - - ( 835 ) ( 149 ) -
- ( 984 )
Reclassification
-
- -
758
-
6,966 7,724
Balance at December 31,
2019
$ 234,892
$ 128,185 $ 8,173
$
34,586
$ 2,458 $
15,535
$ 423,829
Accumulated depreciation
and impairment
Balance at January 1, 2019
$ -
$ 69,850 $ 9,008
$
16,075
$ 492
$
1,705
$
97,130
Disposals - - ( 835 ) ( 149 ) -
- ( 984 )
Depreciation
-
1,816 -
7,906
492
3,478 13,692
Balance at December 31,
2019
$ -
$ 71,666 $ 8,173
$
23,832
$ 984 $
5,183
$ 109,838
Carrying amounts at
December 31, 2019
$ 234,892
$ 56,519 $ -
$
10,754
$ 1,474 $
10,352
$ 313,991

(Continued)

  • 27 -
Cost
Balance at January 1, 2020

Additions
Disposals
Reclassification

Balance at December 31,
2020

Accumulated depreciation
and impairment
Balance at January 1, 2020

Disposals
Depreciation

Balance at December 31,
2020

Carrying amounts at
December 31, 2020
Land
$ 234,892

-
-
-

$ 234,892

$ -

-
-

$ -

$ 234,892
Buildings
$ 128,185

-
-

-

$ 128,185

$ 71,666

-

1,816

$ 73,482

$ 54,703
Machinery
and
equipment
Office
equipment
$ 34,586

3,129
(
505 )

1,753

$ 38,963

$ 23,832

(
505 )

7,407

$ 30,734

$ 8,229
Delivery
equipment
Other
equipment

$ 15,535


3,230
(
926 )

891

$ 18,730


$ 5,183

(
386 )

5,463

$ 10,260

$ 8,470
Total












$ 8,173

-
(
133 )

-

$ 8,040

$ 8,173

(
133 )

-

$ 8,040

$ -








$ 2,458
-

-
-
$ 2,458
$ 984

-
492
$ 1,476
$ 982
$ 423,829
6,359
(
1,564 )

2,644
$ 431,268
$ 109,838
(
1,024 )

15,178
$ 123,992
$ 307,276

(Concluded)

Depreciation expenses were depreciated on a straight -line basis over the estimated useful life of the asset:

Depreciation expenses were depreciated
l life of the asset:
on a straight -line basis over th
Buildings 7-50 Years
Machinery equipment 3 Years
Office equipment 3-5 Years
Delivery equipment 5 Years
Other equipment 3 Years

Please refer to Note 27 for more details on property, plant and equipment under pledge.

14. LEASE ARRANGEMENTS

  • (1) Right-of-use assets
SE ARRANGEMENTS
Right-of-use assets
Carrying amounts of right-of-use assets
Buildings
Office equipment
Additions to right-of-use assets
Depreciation charge for right-of-use assets
Buildings
Office equipment
Lease liabilities
Carrying amounts of lease liabilities
Current
Non-current
December 31, 2020
$ 6,418

344
$ 6,762
2020
$ 4,507
$ 4,876

201
$ 5,077
December 31, 2020
$ 5,223
$ 1,597
December 31, 2019


$ 6,787
545
$ 7,332
2019
$ 8,193
$ 4,165

201
$ 4,366
December 31, 2019


$ 3,576
$ 3,803
  • (2) Lease liabilities

  • 28 -

Range of discount rate for lease liabilities were as follows:

Range of discount rate for lease liabilities were as follows:
Buildings
Office equipment
(3) Other lease information
Expenses relating to short-term leases
Expenses relating to low-value asset leases
Total cash (outflow) for leases
December 31, 2020
1.20%
1.20%
2020
$ 168
$ 32
($ 5,358)
December 31, 2019
1.20%
1.20%
2019


(


(
$ 353
$ 34
$ 4,797)

15. SHORT- TERM LOANS

SHORT-TERM LOANS
December 31,
2020
Unsecured loans
Line of credit loans
$ -
Interest rate of bank loans was 0.94% on December 31, 2019.
December 31,
2019
$ 150,000

16. OTHER PAYABLE

Salaries and bonuses payable
Employees', directors', and supervisors'
compensation payable
Others
December 31,
2020
$ 84,202
35,420

112,906
$ 232,528
December 31,
2019
December 31,
2019




$ 78,281
28,367
267,393
$ 374,041

17. BOND PAYABLE

On May 19, 2014, ZOTC issued no any interest unsecured convertible bonds (the second tranche). The bonds had an aggregate face v alue of $500,000 thousand, with each unit having a face value of NT$100 thousand, and the offering price was $100.20% of the face value, and its conversion period is 5 years from June 20, 2014 to May 9, 2019. The conversion price was $20 per share on issua nce date.

Within the period between one month after the issuance date and 40 days before the last convertible date, if the closing price of ZOTC common shares on the TWSE for a period of 30 consecutive trading days before redemption has been at least 30% of the conversion price in effect on each such trading day, or in the event that the principal amount of the convertible bonds originally outstanding is 10% lower than the issued amount of the bonds, ZOTC may redeem all bonds at face value by cash.

The convertible bonds issued over 3 years, the holder could ask the Company to redeem bonds at face value by cash.

The convertible bonds include liabilities and equity. The equity components were accounted for ZOTC as paid-in capital –option. The effective interest rate of liability components recognized is 2.0618%.

Balance on January 1, 2019, liability components

Interest (2.0618%)
Convertible bonds changed into ordinary shares
(
Balance on December 31, 2019, liability components
$ 5,085
15
5,100)
$ -
  • 29 -

18. RETIREMENT BENEFIT PLANS

(1)Defined contribution plans

The plan under the R.O.C. Labor Pension Act (the “Act”) is deemed a defined contribution plan. Pursuant to the Act, ZOTC has made monthly contributions equal to 6% of each employee’s monthly salary to employees’ pension accounts.

(2)Defined benefit plans

ZOTC has defined benefit plans under the R.O.C. Labor Standards Law that provide benefits based on an employee’s length of service and average monthly salary for the six-month period prior to retirement. The Company contributes an amount equal to 2% of salaries paid each month to their respective pension funds (the Funds), which are administered by the Labor Pension Fund Supervisory Committee (the Committee) and deposited in the Committee’s name in the Bank of Taiwan. Before t he end of each year, the Company assesses the balance in the Funds. If the amount of the balance in the Funds is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Company is required to fund th e difference in one appropriation that should be made before the end of March of the next year. The Funds are operated and managed by Bureau of Labor Funds, Ministry of Labor; as such, the Company does not have any right to intervene in the investments of the Funds.

Amounts recognized in respect of these defined benefit plans in the parent company only balance sheets were as follows:


Present value of defined benefit obligation
Fair value of plan assets
Contribution
Net defined benefit liability
December 31,
2020
$ 60,393
(
39,411)

20,982
$ 20,982
December 31,
2019
December 31,
2019

(


(

$ 58,307
36,389)
21,918
$ 21,918

Movements in net defined benefit liabilities/assets were as follows:


Balance at January 1, 2019

Service cost
Current service cost
Interest expense (income)

Recognized in profits or losses

Remeasurements
Return on plan assets (excluding
amounts included in interest,
net)
Actuarial loss arising from changes in
demographic assumptions
Actuarial loss arising from changes in
financial assumptions
Actuarial loss arising from
experience adjustments
Recognized in other comprehensive
income
Contribution from employer

Balance at December 31, 2019
Present value of
defined benefit
obligations
$ 55,117

311

551


862

-

400
1,329

599


2,328


-

$ 58,307
Fair value of
plan assets
$ 33,538)

-
339)

339)


1,171 )
-
-
-

1,171)

1,341)

$ 36,389)
Net defined
benefit
liability/assets






(
(
(
(

(
(
(



(


(
$ 21,579
311
212
523

1,171 )
400
1,329
599
1,157
1,341)
$ 21,918

(Continued)

  • 30 -

Balance at January 1, 2020

Service cost
Current service cost
Interest expense (income)

Recognized in profits or losses

Remeasurements
Return on plan assets (excluding
amounts included in interest,
net)
Actuarial loss arising from changes in
demographic assumptions
Actuarial loss arising from changes in
financial assumptions
Actuarial gain arising from
experience adjustments
Recognized in other comprehensive
income
Contribution from employer

Balance at December 31, 2020
Present value of
defined benefit
obligations
$ 58,307

256

437


693

-

185
1,320
(
112)


1,393


-

$ 60,393
Fair value of
plan assets
$ 36,389)

-
275)

275)


1,181 )
-
-
-

1,181)

1,566)

$ 39,411)
Net defined
benefit
liability/assets



(


(
(
(
(

(
(
(



(
(

(
$ 21,918
256
162
418

1,181 )
185
1,320
112)
212
1,566)
$ 20,982

(Concluded)

The pension costs of the aforementioned defined benefit plans were recognized in profit or loss by the following categories:

Selling and marketing expenses
General and administrative expenses
2020
$ 181
237
$ 418
2019




$ 237
286
$ 523

Through the defined benefit plans under the R.O.C. Labor Standards Law, the Company is exposed to the following risks:

  • a. Investment risk: The pension funds are invested in domestic and foreign equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the government’s designated authorities or under the ma ndated management. However, under the R.O.C. Labor Standards Law, the rate of return on the Company’s assets shall not be less than the average interest rate on a two -year time deposit published by the local banks and the government is responsible for any shortfall in the event that the rate of return is less than the required rate of return.

  • b. Interest risk: A decrease in the government bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the debt investments of the plan assets.

  • c. Salary risk: The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.

The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The principal assumptions at the measurement date were as follows:

date were as follows:
Discount rate
Future salary increase rate
December31,2020
0.500%
2.750%
December31,2019
0.750%
2.750%

If main actuarial assumptions vary within a reasonable extent, as for other assumption remaining unchanged, the presen t value of defined benefit obligation increases/decreases shall be as follows:

  • 31 -
Discount rate
increases by 0.25%
decreases by 0.25%
Future salary increase rate
increases by 0.25%
decreases by 0.25%
December31,2020
($ 1,321)
$ 1,368
$ 1,317
($ 1,280)
December31,2019 December31,2019
(


(
(


(
$ 1,333)
$ 1,382
$ 1,335
$ 1,295)

As actuarial assumptions may be correlative with one another, it is less likely that only one single assumption will be changed, the above sensitive analysis cannot indicate actual changes of the present value of defined benefit obligation.

Contribution amounts within 1 year
Average due period of the defined benefit
obligation
December31,2020
$ 1,609
8.8 Years
December31,2019 December31,2019
$ 657
9.3 Years
  1. EQUITY

  2. (1)Ordinary Shares

Ordinary Shares
Authorized shares (in thousands)
Authorized capital
Issued and paid shares (in thousands)
Issued capital
December31,2020

150,000
$ 1,500,000

125,640
$ 1,256,402
December31,2019






150,000
$ 1,500,000
124,635
$ 1,246,352

The change in share capital is mainly due to bonds payable that change s into ordinary shares, employee stock options exercised and issuance (write-down) of restricted stock awards.

  • (2)Capital Surplus
Capital Surplus
May be used to offset a deficit, distributed as
cash dividends, or transferred to share
capital (A)
Premium on shares issued above par value
Treasury stock transactions
Only be used to offset a deficit
From shares of changes in equities of
subsidiaries (B)
Invalid employees stock options
May not be used for any purpose
Restricted Stock Awards
Employees stock options
December31,2020
$ 418,488
25,343
-
300
8,276

26,350
$ 478,757
December31,2019




$ 408,165
25,343
2,481
300
8,156

25,691
$ 470,136
  • A. Such capital surplus may be used to offset a deficit; in addition, when ZOTC has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of ZOTC’s paid-in capital surplus and once a year).

  • B. The capital surplus from share of unrealized changes i n equities of subsidiaries not acquired or disposed is an affective recognized by changes in equity of subsidiaries, or the Company recognizes subsidiaries’ capital surplus adjustments for equity method.

  • (3)Retained earnings and dividend policy

ZOTC’s Articles of Incorporation provide that, when allocating the net profits for each fiscal year, ZOTC shall first pay taxes and offset its losses in previous years and then set aside the legal capital reserve at 10% of the profits left over, and then set aside or reverse the legal capital reserve. Any balance left over shall be added accumulated undistributed earnings of the previous year and allocated according to the resolution, provided from the board meeting, of the shareholders’ meeting. Please reference th e

  • 32 -

distribution policy regulated by ZOTC’s Articles of Incorporation of employees’, directors’ and supervisors’ comp ensation for Note 20(7).

Distribution of earnings shall be made preferably by way of surplus cash dividend, according to future capital budget plan, and operating fund requirements. ZOTC considers its influences on diluted earning per shares and ret urn on equity, but the ratio for cash dividend shall not exceed 10% of the total distribution.

The appropriation for legal capital reserve shall b e made until the reserve equals ZOTC’s paid-in capital. The reserve may be used to offset a deficit, o r be distributed as dividends in cash for the portion in excess of 25% of the paid -in capital if ZOTC incurs no loss.

Under Rule No. 1010012865 and Rule No. 1010047490 issued by the FSC and the directive titled “Questions and Answers for Special Re serves Appropriated Following Adoption of IFRSs”, ZOTC shall appropriate or reverse to a special reserve.

The appropriations of 2019 and 2018 earnings have been approved by ZOTC’s shareholder’s meeting held on June 10, 2020 and June 13, 2019, respectively, were as follows:

The appropriations of
shareholder’s meeting held
follows:
2019 and 2018 earnings have
on June 10, 2020 and June 13,
been approved by ZOTC’s
2019, respectively, were as
been approved by ZOTC’s
2019, respectively, were as
Legal capital reserve

(Reversal of) Special reserve

Cash dividends
Appropriation of Earnings
For Fiscal
Year 2019
For Fiscal
Year 2018
$ 35,131 $ 25,294
(
16,844)
1,343
249,574
184,603
Dividends Per Share(NT$)
For Fiscal
Year 2019
$ 35,131
(
16,844)
249,574
For Fiscal
Year 2019


$ 2.0
For Fiscal
Year 2018
$ 1.5

The appropriations of earnings for 2020 had been proposed by ZOTC’s board of directors on February 24, 2021. The appropriations and dividends per share were as follows:

follows:
Legal reserve
Cash dividends
Appropriation of
Earnings
$ 44,100
377,836
Dividends Per Share
(NT$)
$ 3.0

The appropriations of earnings for 2020 are subject to the resolution of the shareholders’ meeting to be held on May 28, 2021.

  • (4) Other equity

  • A. Exchange differences on translation

Balance at January 1
In respect of the current year
Share of subsidiaries accounted for
using the equity method
Balance at December 31
2020
$ -
74
$ 74
2019




$ -
-
$ -

B. Unrealized Gain (loss) from financial assets measured at FVTOCI

Balance at January 1
In respect of the current year
Unrealized gain (loss)equity
instruments
Share of subsidiaries accounted for
using the equity method
Cumulative gain (loss) of equity
instruments transferred to retained
earnings due to disposal
Balance at December 31
2020
$ 17,865
3,974
17,997
259)
$ 39,577
2019

(
(

$ 16,844 )
20,757
6,847
7,105
$ 17,865
  • 33 -

C. Unearned employee benefit

In the shareholders’ meetings held on June 11, 2018, the shareholders approved a restricted share plan for employees. Refer to Not e 23 for the information of restricted shares issued.

restricted shares issued.
Balance at January 1
Issued at the current period
Share-based payment expenses
recognized
Balance at December 31
2020
$ 10,389 )
-
5,088
$ 5,301)
2019
(

(

(

(
$ -

15,156 )
4,767
$ 10,389)

20. NET INCOME

  • (1)Interest income
Interest income
Bank deposits
Financial assets at amortized cost
Others
2020
$ 2,618
14,912
210
$ 17,740
2019




$ 3,491
18,891
106
$ 22,488
  • (2)Other income
Other income
Dividend income
Others
Other gains and losses
Gain (loss) on financial assets/liabilities at
FVTPL
Net foreign currency exchange gain (loss)
Loss on disposal of Property, plant and
equipment
Gain on disposal of investment accounted
for using the equity method
Finance costs
Interests on bank borrowings
Interest on lease liabilities
Interests on convertible bonds
Depreciation & amortization
Property, plant and equipment
Right-of-use assets
Intangible assets
An analysis of depreciation by function
Operating expenses
An analysis of amortization by function
Operating expenses
2020
$ 8,535
2,478
$ 11,013
2020
$ 5,050
10,777

40 )
275
$ 16,062
2020
$ 1,953
92
-
$ 2,045
2020
$ 15,178
5,077
778
$ 21,033
$ 20,255
$ 778
2019




$ 4,366
6,867
$ 11,233
2019

(


(

$ 7,359

163 )
-
-
$ 7,196
2019




$ 1,949
90
15
$ 2,054
2019








$ 13,692
4,366
776
$ 18,834
$ 18,058
$ 776
  • (3)Other gains and losses

  • (4)Finance costs

  • (5)Depreciation & amortization

  • 34 -

(6)Employee benefits expense

Employee benefits expense
Post-employment benefits
Defined contribution plans
Defined benefit plansNote 18
Share-based payment
Equity-settled
Other employee benefits
Salaries expense
Labor and health insurance expenses
Others
Total employee benefits expense
Employee benefits expense summarized by
function
Operating expenses
2020
$ 9,454
418
9,872
11,982
290,705
19,701
18,156
328,562
$ 350,416
$ 350,416
2019














$ 8,458
523
8,981
16,198
259,051
17,287
18,857
295,195
$ 320,374
$ 320,374
  • (7)Compensation for employees and directors

ZOTC shall allocate compensation to employees and Directors of ZOTC not less than 1%~15% and not more than 3% of annual profits during the period, respectively, and the amount of employees’ and Directors’ compensation for the years ended December 31, 2020 and 2019, with resolution of the board of directors on Feb. 2 4, 2021 and Feb. 26, 2020, were as follows:

Estimate Rate
Employee compensation
Directors’ compensation
Amount
Employee compensation
Director’s compensation
2020
4.00%
2.00%
2020
Cash
Stock
2020 2020 2019 2019
4.00%
2.00%
2019
Cash
Stock
$ 23,613 $ - $ 18,911 $ -
11,807 - 9,456 -

If changes in the very amount after the end of the reporting period, it will be booked next year, based on accounting estimate regulations.

The distribution amount of employees’ and director’s compensation in 2019, and 2018 has no difference compared to the recognized amount of the parent company only financial statements in 2019 and 2018.

Relevant information about employees’ and director’s compensation can be found on the website of “Market Observation Post System” of TWSE.

21. INCOME TAXES

  • (1)Income tax recognized in profit or loss

The major components of tax expenses were as foll ows:

Current tax
In respect of the current year
Surtax on undistributed retained
earnings
Adjustments for previous years
Deferred tax
In respect of the current year
Income tax expense recognized in profit or
loss
2020
$ 105,290
3,771
901)
108,160
5,126
$ 113,286
2019

(



(

(
$ 95,484
2,269
408)
97,345
4,243)
$ 93,102
  • 35 -

A reconciliation of accounting profit and income tax expense was as follows:

2020
Profit before income tax from continuing
operations
$ 554,909
Income tax expense calculated at the
statutory rate
$ 110,982
Tax-exempt income
(
2,640 )
Tax effect of expenses not deductible for
tax
3,052
Surtax on undistributed retained earnings
3,771
The adjustment of current income tax
expenses for previous years
(
901 )
Others
(
978)
Total income tax expense recognized in
profit or loss
$ 113,286
ncome tax expense recognized in other c omprehensive income
2020
Deferred tax
In respect of the current year
Remeasurement of defined benefit
plans
$ 43
2019


(
(

$ 444,415
$ 88,883

1,771 )
3,825
2,269

408 )
304
$ 93,102
2019
$ 231

(2)Income tax expense recognized in other c omprehensive income

  • (3)Deferred tax balances

Movements of deferred tax assets and deferred tax liabilities were a s follows:

2020

2020
Deferred taxassets
Temporary differences
Allowance for loss on
decline in value of
inventory
Allowance for bad debts
Defined benefit plans

Others


Deferred tax liabilities
Temporary differences

Unrealized foreign
exchange gains
Opening
Balance
$ 28,661


2,993


4,383

5,815

$ 41,852

$ 793
Recognized in
Profit or Loss
( $ 1,580 )

(
2,993 )
(
229 )
(
1,117)

($ 5,919)

($ 793)
Recognized in
Other
Comprehensive
Income
$ -

-
43

-

$ 43

$ -
Closing
Balance






(
(
(
(
(
(






$ 27,081
-
4,197
4,698
$ 35,976
$ -
  • 36 -

2019

2019
Deferred taxassets
Temporary differences
Allowance for loss on
decline in value of
inventory
Allowance for bad debts
Defined benefit plans

Others



Deferred tax liabilities

Temporary differences

Unrealized foreign
exchange gains
Opening
Balance
$ 22,748


4,442


4,316

5,815

$ 37,321



$ 736
Recognized in
Profit or Loss
$ 5,913

(
1,449 )
(
164 )

-

$ 4,300





$ 57
Recognized in
Other
Comprehensive
Income
$ -

-
231

-

$ 231





$ -
Closing
Balance








(
(














$ 28,661
2,993
4,383
5,815
$ 41,852

$ 793
  • (4)Income tax assessment

The Company’s tax returns through 2018 had been assessed by the tax authorities.

22. EARNINGS PER SHARE

The earnings and weighted average number of ordinary shares outstanding in the computation of earnings per share were as follows:

;Net Profit for the Year

Net Profit for the Year
Net profit for the year
Effect of potentially dilutive ordinary shares:
Effect of convertible bonds after tax
Earnings in computation of diluted earnings
per share
Shares
Weighted average number of ordinary shares
outstanding in computation of basic
earnings per share
Effect of potentially dilutive ordinary shares
Convertible bonds
Employee compensation
Employee stock options
Restricted stock award
Weighted average number of ordinary shares
outstanding in computation of diluted
earnings per share
2020
2019
$ 441,623
$ 351,313
-

15
$ 441,623
$ 351,328
Units:Thousand shares
2020
2019
124,381
123,354
-
56
702
839
2,674
2,167
448

202
128,205

126,618





123,354
56
839
2,167
202
126,618

If the Company will distribute bonus to employees and the bonus will be settled in cash or shares, the Company will assume that the entire amount of the compensation or bonus will be settled in shares and the resulting potent ial shares are included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, if the effect is dilutive. Such dilutive effect of the potential shares is included and considered in the computation of dil uted earnings per share until the number of shares to be distributed to employees is resolved in the following year.

  • 37 -

23.SHARE - BASED PAYMENT ARRANGEMENTS

(1)Employee Share Option Plan

In August 2015, September 2016, January 2018, and September 201 8, 1,000, 1,860, 2000, and 2,000 options were granted to qualified employees of ZOTC, and each option entitles the holder to subscribe for 1,000 ordinary shares of the Company when exercisable. The options granted are valid for 6 years and shall be exercised a portion of them after two years from the date of grant. The options were granted at an exercise price equal to the fair value of ZOTC’s ordinary shares on the grant date. For any subsequent changes in the Company’s ordinary shares, the e xercise price of options will be adjusted by the regulated formula, accordingly.

Information about employees’ stock options was as follows:

Employee Stock options
Balance, beginning of period
Options exercised

Invalid options

Outstanding options at the end of the
period

Options exercised at the end of the
period
2020
Number of
Options
(In Thousands)
Weighted
Average
Exercise Price
(NT$)
5,653
$ 17.18
(
1,017 )
14.02

(
168)
17.51


4,468
16.70


1,820
2019 2019
Number of
Options
(In Thousands)
5,653

(
1,017 )
(
168)

4,468

1,820
Number of
Options
(In Thousands)
6,468

(
701 )
(
114)

5,653

1,049
Weighted
Average
Exercise Price
(NT$)
(
(

(
(

$ 17.68

13.30
15.91
17.18

Information about outstanding options at the end of reporting period was as follows:

December 31, 2020
Range of Exercise
Price (US$)
Weighted-
Over-Age Remaining
Contractual Life (Years)
$ 11.70 (Note)
0.67
13.40 (Note)
1.68
16.80 (Note)
3.01
18.40 (Note)
3.67
December 31, 2019 December 31, 2019
Range of Exercise
Price (US$)
$ 11.70 (Note)
13.40 (Note)
16.80 (Note)
18.40 (Note)
Range of Exercise
Price (US$)
$ 12.40 (Note)
14.20 (Note)
17.80 (Note)
19.50 (Note)
Weighted-
Over-Age Remaining
Contractual Life (Years)
1.67
2.68
4.01
4.67

Note: The Issued price will be adjusted by methods of issuance.

The Company adopts BOPM and Black-Scholes price model to evaluate inputs of stock options in September 2018, January 2018, September 2016 and August 2015 as follows:

follows:

Securities price of
the vested date
Exercised price
Foreseeable
volatility rate
Duration
Foreseeable
dividend rate
Risk-free interest
rate
September, 2018
20.65 Dollars
20.65 Dollars
32.96%
6 Years
0%
0.72%
January, 2018 September, 2016 August, 2015
19.85 Dollars
19.85 Dollars
33.81%
6 Years
0%
0.74%
16.95 Dollars
16.95 Dollars
38.26%

6 Years
0%
0.56%
15.65 Dollars
15.65 Dollars
39.14%~40.47%
4~5 Years
0%
0.77%~0.87%

The compensation cost recognized were $ 6,894 thousand and $11,431 thousand for the years ended December 31, 2020 and 2019, respectively.

  • 38 -

  • (2)Restricted stock awards

The shareholders meeting of the company, on June 11 , 2018, resolved to issue restricted stock awards amounting to $7,000 thousand, consisting of 700 thousand shares, respectively, par value in $10, the subscription price is $0 (The issue price is $ 0), and authorized the Board to decide the issue price at the issuance date. The Board resolved to issue $7,000 thousand, with total share number of 700 thousand shares, on April 30, 2019 and the record date of issuance is June 13, 2019.

An employee who remains employed at the company after the period as follows has elapsed from the time of RSA and who personal performance have met with the criteria listing, will be eligible for vesting of an installment of the shares.

  • A. An employee who remains employed at the company after 1 year has elapsed from the time of RSA, and who personal performance have met with the criteria listing of 75 scores and above, will be eligible for vesting of an installment of 25% of the shares.

  • B. An employee who remains employed at the company after 2 year has elapsed from the time of RSA, and who personal performance have met with the criteria listing of 75 scores and above, will be eligible for vesting of an installment of 25% of the shares.

  • C. An employee who remains employed at the c ompany after 3 year has elapsed from the time of RSA, and who personal performance have met with the criteria listing of 75 scores and above, will be eligible for vesting of an installment of 25% of the shares.

  • D. An employee who remains employed at the compa ny after 4 year has elapsed from the time of RSA, and who personal performance have met with the criteria listing of 75 scores and above, will be eligible for vesting of an installment of 25% of the shares.

After employees received the vested shares from t he Company, it will redeem and cancel the issued restricted emp loyee shares as employees breach the labor contract and working regulations, for the restricted employee new shares that don't meet the vesting conditions.

When employees fail to meet the vesting conditions of restricted employee new shares as redeemed by the Company without charge will be cancelled, based on the relevant regulations.

Compensation costs by issuance of restricted stock awards recognized were $5,088 thousand and $4,767 thousand in 2020 and 2019 respectively. As of December 31, 2020 and 2019, unearned employee benefits totaled $5,301 thousand and $10,389 thousand respectively, accounted for as a decrease in other equity.

24. CAPITAL RISK MANAGEMENT

The Company engages mainly in the agent of software, without any plans of imposed capital requirements at present and in the future. The Company manages its capital to ensure requirements of operating funds and dividend expenses, based on growth and development of scale of enterprise and prospective of the industry. The Company periodically reviews the policy of capital risk management, for seeking a steady and conservative policy.

The capital structure of the Company consists of net debt and equity (comprising share capital, capital reserves, retained earnings and other equity).

The Company is not subject to any externally imposed capital requirements.

  • 39 -

25. FINANCIAL INSTRUMENTS

  • (1)Information about Fair value of financial instruments that are not measured at fair value

Except as detailed in the following table, the management believes the carrying amounts of financial liabilities not measured at fair value recognized in the parent company only financial statements approximate or cannot be measured their fair values:

values:
Financial Assets
Measured at amortized cost
Foreign corporate bonds
December 31,
2020
Carrying
Amount
Fair Value
$ 44,061
$ 45,323
December 31,
2019
Carrying
Amount
$ 44,061
Carrying
Amount
Fair Value
$ 63,566
$ 64,992
  • (2)Information about fair value of financial instruments measured at fair value on a recurring basis.

  • A.Fair value hierarchy

December 31, 2020

December 31, 2020
Financial assets at FVTPL
Convertible bonds

Listed shares and emerging
market shares
Fund beneficiary certificate

Total

Financial assets at FVTOCI
Equity investments
Domestic listed shares and
emerging market shares
Domestic unlisted shares

Total

December 31, 2019
Financial assets at FVTPL
Convertible bonds

Listed shares and emerging
market shares
Fund beneficiary certificate

Total

Financial assets at FVTOCI
Equity investments
Domestic listed shares and
emerging market shares
Domestic unlisted shares

Total
Level 1
$ 15,966
16,188

344,978

$ 377,132

$ 223,085

-

$ 223,085

Level 1
$ 31,182
15,041

15,160

$ 61,383

$ 178,242

-

$ 178,242
Level 2 Level 3
$ -

-

8,529

$ 8,529

$ 12,092

18,142

$ 30,234

Level 3
$ -

-

3,079

$ 3,079

$ 10,438

3,743

$ 14,181
Total











$ -

-

-

$ -

$ -

-

$ -

Level 2












$ 15,966

16,188

353,507
$ 385,661
$ 235,177

18,142
$ 253,319
Total











$ -

-

-

$ -

$ -

-

$ -












$ 31,182

15,041

18,239
$ 64,462
$ 188,680

3,743
$ 192,423

There were no transfers between Level 1 and Level 2 in 2020 and 2019, respectively.

  • 40 -

  • B. Valuation techniques and inputs applied for Level 3 fair value measurement

The market approach is used to arrive at their fair value, for which, the estimate and assumption regarding relevant information of expected present value of profits and losses calculated by held investments with reference to the publicly traded company and similar companies.

  • (3)Categories of financial instruments
Categories of financial instruments
Financial assets
Financial assets measured at FVTPL
Mandatorily measured at FVTPL
Financial assets measured at amortized
cost (Note 1)
Financial assets measured at FVTOCI
Investments in equity instruments
Financial liabilities
Measured at amortized cost (Note 2)
December 31,
2020
$ 385,661
2,972,799
253,319
2,460,375
December 31,
2019
$ 64,462
3,107,140
192,423
2,549,613
  • Note 1:The balances included loans and receivabl es measured at amortized cost, which comprise cash and cash equivalents, investments in debt instruments, notes receivable, trade receivable, other receivable, and refundable deposits.

  • Note 2:The balances included financial liabilities measured at amortized cost, which comprise short-term loans, trade payable, other payable, and deposits received.

  • (4)Financial risk management objectives and policies

The Company’s principal financial risk management objective is to manage the market risk, credit risk and liquidity risk based on related protocols and internal control procedures. The Company’s financial department meas ures the aforementioned risks based on the Company’s risk appetite, and reports to the board of directors for carrying out relevant policies at any time.

  • A. ;Market risk

The Company’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates.

  • (a)Foreign currency risk

The Company’s purchases and investments are denominated in foreign currencies. Consequently, the Company is exposed to foreign currency risks. To protect against reductions in value of foreign currency denominated assets and the volatility of future cash flows caused by changes in foreign exchang e rates, the Company utilizes derivative financial instruments, such as forward exchange contracts and options, for avoiding foreign currency risks.

The carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilitie s of non-functional currency calculated (including those eliminated on consolidation) at the end of the reporting period are set out in Note 29.

Sensitivity analysis

The Company’s exchange rate exposure was in the exchange rate of U.S. dollars.

The sensitivity analysis included only outstanding foreign currency denominated monetary items and adjusts their translation at the end of the reporting period for a 5% change in foreign currency rates. If interest rates had been 5% higher/lower, the Company’s net profit in 2020 and 2019 would increase/decrease by $41,819 thousand and $21,166 thousand, respectively.

  • 41 -

(b)Interest rate risk

The Company exposed to the risk of interest rate at fair value, since holding the fixed-rate loan, accessing the interest rate of the bank loan regularly, observing influences on profits or losses from fluctuation range of the interest rate, keeping contact with the bank based on the act ual requirement, and acquiring the best interest rate of the loan.

The carrying amount of the Company’s financial assets and financial liabilities with exposure to risks of interest rates at the end of the reporting period were as follows:

period were as follows:
Interest rate risks at fair value
Financial assets
Financial liabilities
Interest rate risks at cash flows
Financial assets
December 31,
2020
$ 197,519
6,820
666,171
December 31,
2019
$ 854,095
157,379
206,706

Sensitivity analysis

The sensitivity analyses below were determined based on the Company’s exposure to interest rates for non-derivative instruments at the end of the reporting period.

If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Company’s pre -tax profit in 2020 and 2019 would increase/ decrease by $3,331 thousand and $1,034 thousand respectively. Exposure is triggered by risks of cash flows of the Company’s variable interest rates of deposits.

(c)Other price risk

The Company is exposed to equity price risks arising fr om equity investments of public offering securities and fund beneficiary certificates. Equity investments should be approved by the management, for controlling risks by holding different investment portfolios.

Sensitivity analysis

The following sensitivity analysis is based on risk exposure of equity prices at the end of the reporting period.

Assuming a hypothetical increase/decrease of 5% in prices of the equity investments, increased/decreased by $19,283 thousand and $3,223 thousand, because of the change in fair value of financial assets at FVTPL, respectively., at the end of the reporting period in 20 20 and 2019, the other comprehensive income would have increased/decreased by $12,666 thousand and $9,621 thousand, because of the change in fair value of financial assets at FVTOCI, respectively, at the end of the reporting period in 20 20 and 2019.

B. ;Credit risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Company. As a t the end of the reporting period, the Company’s maximum exposure to credit risk which will cause a financial loss to the Company due to failure to discharge an obligation by the counterparties is arising from the carrying amount of the respective recogniz ed financial assets as stated in the parent company only balance sheets.

The Company adopted a policy of only dealing with creditworthy counterparties. Credit exposure is controlled by counterparty limits that are reviewed and approved by the financial de partment regularly.

  • 42 -

To decrease a credit risk, the key management personnel of the Company is responsible for decision of rating criteria, credit limits approval, and other censor procedure, etc., in order to collect delinquent trade receivable. Otherwise, the Company reviews each trade receivable to assure allowance of impairment losses of uncollectable bad debts, hence the key management personnel considers credit concentration risk of trade receivable is insignificant.

The credit concentration risk of the current fund is insignificant, since the Company only transacts with financial institutions with good rating.

Trade receivable consisted of a large number of customers. Ongoing credit evaluation is performed on the financial condition of certain custom er’s trade receivable. If necessary, purchasing insurance for credit enhancing procedures is a must.

The credit risk of the Company concentrates on top 5 customers of the Company. As of December 31, 2020 and 2019, the Company’s five largest customers accounted all for 33% of trade receivable, respectively.

C. ;Liquidity risk

The Company manages and maintains sufficient cash and cash equivalents so as to cope with its operations and mitigate the effects of fluctuations in cash flows. The Company’s management supervises financing line of the banking facilities and ensures compliance with the terms of loan agreements.

Liquidity & interest rate risk table

The table below summarizes the due analysis of the maturity profile of the Company’s non-derivative financial liabilities, enacted by contractual undiscounted payments of cash flow of financial liabilities, according to remaining contracts on the earliest date on which the Company may be required to pay, including interest and principal of cash flows.

The following tables detail the bank loans are listed on the earliest date on which the Company may be required to pay without considering the probability of the lending bank executing its rights; other non -derivative financial liabilities are listed at their contract repayment dates.

;December 31, 2020

;December 31, 2020
Non-derivative financial liabilities
No Interest-bearing liabilities

Lease liabilities


;December 31, 2019
Non-derivative financial liabilities
No Interest-bearing liabilities

Lease liabilities
Fixed rate instruments

Less than 1 Year
$ 2,459,575


5,271

$ 2,464,846

Less than 1 Year
$ 2,398,448

3,639

150,118

$ 2,552,205
1-5 Years
$ -

1,599

$ 1,599

1-5 Years
$ -

3,831
-

$ 3,831
5+ Years




$ -
-
$ -
5+ Years






$ -
-
-
$ -

The operating fund of the Company are sufficient to meet cash flow demand; If the demand exists, it shall be short-term. Thus, bank loans within 1 year are the maximum amounts with available limit of credit. After con sidering the financial position of the Company, the management does not think the banks will execute their rights of requiring the Company to repay the bank loans.

As of December 31, 2020 and 2019, the Company’s unused short-term credit of limit of the bank were $1,250,000 thousand and $920,000 thousand, respectively.

  • 43 -

26. RELATED PARTIES TRANSACTIONS

  • (1) The Names and Relationships of Related -parties

Name of the related parties Relationship with the Company Zotech Technology Co., Ltd. Subsidiaries Zerone Win Investment Co., Ltd. Subsidiaries PetaCom Technology Co., Ltd. Subsidiaries Wing Will International Co., Ltd. Subsidiaries AsiaOne Holdings Ltd. Subsidiaries Techone (Shanghai) Co., Ltd. Subsidiaries Kaway Information Corp. Other related parties

  • (2)Operating revenue
Operating revenue
Line Items
Sales revenue


Services revenue
Types of related parties
Subsidiaries

Other related parties


Subsidiaries
2020
$ 28,350

244

$ 28,594

$ 2,838
2019






$ 17,310

123
$ 17,433
$ 2,476

Prices and payment terms for transactions with related parties and non-related parties were similar.

  • (3)Purchases
Purchases
Types of related parties
2020
2019
Subsidiaries
$ 12,505
$ 6,472
Receivables from related parties(excluding loans and contract assets to related parties)
Line Items
Types of related parties
December 31,
2020
December 31,
2019
Trade receivable
Subsidiaries
$ 8,236
$ 6,090
Other related parties
223
-
Other receivable
Subsidiaries

-

104
$ 8,459
$ 6,194
2019
Subsidiaries
Receivables from related
Line Items
Trade receivable


Other receivable


$ 6,090
-
104
$ 6,194
  • (4)Receivables from related parties(excluding loans and contract assets to related parties)

For the year ended December 31, 2020 and 2019 no impairment loss was recognized for trade receivables from related parties.

  • (5)Payables to related parties
Line Items
Types of related parties
December 31,
2020
Trade payable
Subsidiaries
$ 8,413
Loans to related parties (Recognized as other current assets)
Ty pe s o f r e l a t e dpa r t i e s N a m e
December 31,
2020
Subsidiaries
$ -
Interest income
Ty pe s o f r e l a t e dpa r t i e s N a m e
2020
Subsidiaries
$ 205
December 31,
2020
December 31,
2019
$ 6,300
December 31,
2019
$ 10,000
2019
$ 104
December 31,
2019
  • (6)Loans to related parties (Recognized as other current assets)

  • (7)Non-operating income

Line Items
Types of related parties
2020
Rental income
Subsidiaries
$ 743
Compensation of key management personnel
2020
Short-term employee benefits
$ 43,730
2020 2019
$ 743
2019
$ 38,724
  • (8)Compensation of key management personnel

  • 44 -

;Salaries of the members of the Board and other key management personnel are determined by personal performance and economic market trend by the Compensation Committee.

27. PLEDGED ASSETS

;The following assets of the Company are guaranteed by the assets pledged for loans of the bank and broker, as well as tariff of importing commodities.

Property, plant and equipment, Net
Pledged time deposits (Financial assets at
amortized costnon-current)
December 31,
2020
$ 207,620

20,390
$ 228,010
December 31,
2019
December 31,
2019




$ 209,009
15,513
$ 224,522
  1. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

  2. (1)As of December 31, 2020, the Company issued $87,000 thousand of cashier order for payment guaranteed for Microsoft Taiwan Corporation.

  3. (2)As of December 31, 2020, the Company issued $50,000 thousand of cashier order for payment guaranteed for Microsoft Regional Sales Corporation.

29. ; FOREIGN - CURRENCY- DEMONINATED ASSETS AND LIABILI TIES THAT HAVE SIGNIFICANT INFLUENCE

The significant financial assets and liabilities denominated in foreign currencies were as follows:

December 31, 2020

December 31, 2020
Financial assets
Monetary items

USD

Financial liabilities

Monetary items

USD

December 31, 2019
Financial assets
Monetary items

USD

Financial liabilities

Monetary items

USD
Foreign
Currencies



$ 11,659



41,026
Foreign
Currencies



$ 31,131






45,251
Exchange Rate


28.48USD:NTD


28.48USD:NTD

Exchange Rate


29.98USD:NTD





29.98USD:NTD
Carrying
Amount


$ 332,048
$ 1,168,420
Carrying
Amount


$ 933,307
$ 1,356,625

The material foreign exchange gains (losses) (realized and unrealized) were as follows:

Foreign
Currencies
USD
2020 Net Foreign
Exchange Gains
(Losses)
$ 10,777
2019
Exchange Rate
29.549USD:NTD
Exchange Rate Net Foreign
Exchange Gains
(Losses)
($ 163)
30.912USD:NTD $ 163)
  • 45 -

30. SEPARATELY DISCLOSED ITEMS

  • (1) Significant Transactional Items

  • A.; Financing provided to others: Table 1.

  • B. ;Endorsements/guarantees provided: None.

  • C. ;Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Table 2.

  • D.; Marketable securities acquired and disposed at costs or prices at least NT$300 million or 20% of the paid-in capital: None.

  • E.;Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital: None.

  • F. ;Disposal of individual real estate at prices of at least NT$ 300 million or 20% of the paid-in capital: None.

  • G.; Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital: None.

  • H.;Trade receivable from related parties amounting to at least NT$100 million o r 20% of the paid-in capital: None.

  • I.;; Trading in derivative instruments: None.

  • (2) Information on investees: Table 3.

  • (3) Information on investment in Mainland China

  • A. The name of the investee in mainland China, the main business and products, its issued capital, method of investment, information on inflow or outflow of capital, percentage of ownership, income (losses)of the i nvestee, ending balance, amount received as dividends from the investee, and the limitation on investee: Table 4.

  • B. Significant direct or indirect transactions with the investee, its price and terms of payment, unrealized gain or loss, and other related information which is helpful to understand the impact of investment in mainland China on financial reports: None. (i) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period.

    • (ii) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period.

    • (iii) The amount of property transactions and the amount of the resultant gains or losses.

    • (iv) The balance of negotiable instrument endorsements or guarantee s or pledges of collateral at the end of the period and the purposes.

    • (v) The highest balance, the end of period balance, the interest rate range, and total current period interest with respect to financing of funds.

    • (vi) Other transactions that have a material effect on the profit or loss for the period or on the financial position, such as the rendering or receiving of services.

  • (4) Information on major shareholder List of all shareholders with ownership of 5 percent or greater showing the names and the number of shares and percentage of ownership held by each shareholder: Table 5.

  • 46 -

ZERO ONE TECHNOLOGY CO., LTD. FINANCING PROVIDED TO OTHERS FOR THE YEARS ENDED DECEMBER 31, 2020

Table 1

(In Thousands of New Taiwan Dollars, Unless Specified Otherwise)

No Financing
Company
Counter-party Financial
Statement
Account
Related
Party

Maximum
Balance for the
PeriodNote 2


Ending Balance

Amount
Actually Drawn
Interest
Rate
Nature for
Financing
Note 3



Transaction
Amounts
Reason for
Financing
Allowance for
Bad Debt
Collateral Collateral Financing
Limits
for Each
Borrowing
Company
Note 4
Financing
Company’s
Total Financing
Amount Limits
Note 5
Note
Name Item
0
0
ZOTC
ZOTC
Zerone Win
Investment
Co. Ltd.
WingWill Co.
Ltd.
Other
receivables
from related
parties
Other
receivables
from related
parties

Yes
Yes
$ 40,000
20,000
$ 40,000

20,000
$ -

-

3%

3%
2
2
$ -

-
Operating
Capital
Operating
Capital
$ -
-

$ -
-
$ 265,727

265,727
$ 531,454

531,454

Note 1 The number column is organized as follows

  • (1)Number 0 represents the issuer.

  • (2)The Counter-party is numbered from 1 in order.

Note 2 Maximum Balance of financing provided to others for the period.

Note 3 Reference for the nature for financing provided to others.

  • (1)1:The borrower has business contact with the creditor.

  • (2)2:The borrower has short-term financing necessities.

Note 4 For short-term financing necessities, the total amount available for lending purpose shall not exceed 10% of the net worth reviewed or audited by CPA during the period. Note 5 The total amount available for lending purpose shall not exceed 20% of the company’s net worth reviewed or audited by CPA during the period.

  • 47 -

ZERO ONE TECHNOLOGY CO., LTD. MARKETABLE SECURITIES HELD FOR THE YEAR ENDED DECEMBER 31, 2020

Table 2 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise) (In Thousands of New Taiwan Dollars, Unless Stated Otherwise) (In Thousands of New Taiwan Dollars, Unless Stated Otherwise) (In Thousands of New Taiwan Dollars, Unless Stated Otherwise) (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
Holding Company Marketable Securities Type and Issuer’s Name
Note 1
Security Issuer’s
Relationship with
the Holding
Company
Financial Statement Account D
e
c
e
m
b
e
r
3
1
,
2
0
2
0
N o t e
Shares/Units Carrying Values Percentage of
Ownership
(%)

Market Prices/
Net value of
equities
ZOTC Beneficiary certificates
KGI Emerging Market Bond 1-5 ETF Fund
Taishin 1699 Money Market Fund
Jih Sun Money Market Fund
Prudential Financial Money Market Fund
KGI Kaefer Fund
KGI Taiwan Multi-Asset Income Fund
KGI Taiwan Select-Asset Income Fund
Corporate bond
Tong Ming Enterprise Co., Ltd.-1stdomestic
unsecured convertible corporate bonds
Quang Viet Enterprise Co., Ltd.-1st
convertible corporate bonds
M.J. International Co. Ltd.-1stconvertible
corporate bonds
Rossmax International Ltd.-2ndconvertible
corporate bonds
Jentech Precision Industrial Co. Ltd.-3rd
convertible corporate bonds
Anli International Co. Ltd.-1stconvertible
corporate bonds
Marketech International Corp.-4thconvertible
corporate bonds
Chung-Hsin Electric & Machinery Mfg. Corp.
-2ndconvertible corporate bonds














Financial assets at FVTPL -
current
Financial assets at FVTPL -
current
Financial assets at FVTPL -
current
Financial assets at FVTPL -
current
Financial assets at FVTPL -
non-current
Financial assets at FVTPL -
non-current
Financial assets at FVTPL -
non-current
Financial assets at FVTPL -
current
Financial assets at FVTPL -
current
Financial assets at FVTPL -
current
Financial assets at FVTPL -
current
Financial assets at FVTPL -
current
Financial assets at FVTPL -
current
Financial assets at FVTPL -
current
Financial assets at FVTPL -
current
65,000
10,993,924
10,034,989
1,880,394
170,199
1,198,020
500,325
10Units
30Units
20Units
20Units
30Units
20Units
10Units
10Units
$ 2,473
150,022
150,023
30,001
3,354
12,459
5,175
1,000
3,132
2,099
2,200
3,178
2,052
1,126
1,179
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 2,473
150,022
150,023
30,001
3,354
12,459
5,175
1,000
3,132
2,099
2,200
3,178
2,052
1,126
1,179

Continued

  • 48 -
Holding Company Marketable Securities Type and Issuer’s Name
Note 1
Security Issuer’s
Relationship with
the Holding
Company
Financial Statement Account D
e
c
e
m
b
e
r
D
e
c
e
m
b
e
r
3
1
,
2
0
2
0

N o t e
Shares/Units Carrying Values Percentage of
Ownership
(%)

Market Prices/
Net value of
equities
ZOTC Barclays Bank Coupon Bond (USD)
Prufin Coupon Bond (USD)
Securities
Actron Technology Corp.
Cathay Financial Holdings Preferred Stock A
Union Bank of Taiwan Preferred Stock A
Kaway Information Corp.
China Electric Mfg. Corp.
ASIX Electronics Corp.
Promaster Technology Corp
Unex Technology Corporation
Da-Chang Start-Up Investment Co. Ltd.
Cathay Financial Holdings Preferred Stock A
Union Bank of Taiwan Preferred Stock A
Fubon Financial Holding Co., Ltd. Preferred
Shares B
Taishin Financial Holding Co., Ltd. Preferred
Stock E
CTBC Financial Holding Co., Ltd. Preferred
Shares B
Cathay Financial Holding Co., Ltd. Preferred
Stock B





Note 3










Financial assets at amortized cost
non-current
Financial assets at amortized cost
non-current
Financial assets at FVTPL -
current
Financial assets at FVTPL -
non-current
Financial assets at FVTPL -
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
5Units
10Units
15,000
166,000
80,000
490,000
2,689,200
81,066
1,157,137
175,000
1,500,000
134,000
70,000
400,000
240,000
90,000
230,000
$ 14,895
29,166
1,785
10,259
4,144
16,243
37,514
4,880
12,092
3,231
14,911
8,281
3,626
25,000
12,624
5,706
14,467
-
-
-
-
-
1.60
0.83
0.16
2.72
1.68
2.73
-
-
-
-
-
-
$ 16,154
29,169
1,785
10,259
4,144
16,243
37,514
4,880
12,092
3,231
14,911
8,281
3,626
25,000
12,624
5,706
14,467

Continued

  • 49 -
Holding Company Marketable Securities Type and Issuer’s Name
Note 1
Security Issuer’s
Relationship with
the Holding
Company
Financial Statement Account D
e
c
e
m
b
e
r
D
e
c
e
m
b
e
r
3
1
,
2
0
2
0

N o t e
Shares/Units Carrying Values Percentage of
Ownership
(%)

Market Prices/
Net value of
equities
ZOTC
Zerone Win
Investment Co.
PetaCom
Technology
Co. Ltd.
Zotech Technology
Co. Ltd.
Kwong Lung Enterprise Co. Ltd. Preferred
Stock A
WPG Holdings Limited Preferred Stock A
United Orthopedic Corporation Preferred
Shares A.
QST International Corporation Preferred
Shares A.
Chailease Holding Company Limited Class A
Preferred Shares
Miiicasa Holdings (Cayman) Inc.
Duofu Co., Ltd.
Jotangi Technology Co., Ltd.
Securities
WPG Holdings Limited Preferred Stock A
Shin Kong Financial Holding Co.,Ltd.
Preferred Stock A
Chailease Holding Company Limited Class A
Preferred Shares
Tatung System Technologies Inc.
Beneficiary certificates
Taishin 1699 Money Market Fund
Securities
WPG Holdings Limited Preferred Stock A













Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTPL -
current
Financial assets at FVTOCI
non-current
270,000
700,000
200,000
150,000
300,000
2,500,000
10,000
796,250
240,000
50,000
89,000
2,000,000
777,000
200,000
$ 13,581
35,070
9,500
6,713
29,880
-
-
-
12,024
2,188
8,864
53,100
10,603
10,020
-
-
-
-
-
3.45
0.22
9.32
-
-
-
2.26
-
-
$ 13,581
35,070
9,500
6,713
29,880
-
-
-
12,024
2,188
8,864
53,100
10,603
10,020

Note 1 Securities, indicated by the above table, are derivative from stock, bonds, beneficiary certificates, and the above items, based on IFRS 9 “Financial Instrume nts”. Note 2 Relevant information about Investments in equity of subsidiaries, associates, see Table 3.

Note 3 Effective June 10, 2020, the status of Kaway Information Corp. was changed from Supervisor to Director of the Company.

Concluded

  • 50 -

ZERO ONE TECHNOLOGY CO., LTD. INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2020

Table 3

(In Thousands of New Taiwan Dollars)

Investor Company
Investee
Company
Location Main Businesses Investment Amount Investment Amount As of December 31, 2020 As of December 31, 2020 As of December 31, 2020 Net Income
(Loss) of the
Investee
Share of
Profits/Losses of
Investee
Note
December 31,
2020
December 31,
2019

Number of
Ownership
Percentage
of
Ownership


Carrying
Values
ZOTC
ZeroneWin
Investment Co.,
Ltd.
Zotech Technology Co.,
Ltd.
Chi-Ta International
Co., Ltd.
ZeroneWin Investment
Co., Ltd.
Asiaone Holdings Ltd.

WingWill International
Co., Ltd.
PetaCom Technology
Co., Ltd.
Taipei City
Taipei City
Taipei City
Republic of
Seychelles
Taipei City
Taipei City
Services of
telecommunication
apparatus
Services of
telecommunication
apparatus
Investment
Holding company
Services of cloud
information software
Services of information
product agent
$ 35,000
-
149,000
10,063
25,500
50,000
$ 35,000

10,000

100,000

10,063

7,000

50,000
3,500,000

-
14,900,000

320,000
25,500,000
50,000,000
85.37
-
100.00
100.00
87.93
100.00
$ 43,132
-
154,088
9,526
5,981
47,551
$ 426

-
(
712 )
(
93 )
(
6,858 )

4,057
$ 364
-
(
712 )
(
93 )
(
5,582 )
4,057
Subsidiary
Disposed in April,
2020
Subsidiary
Subsidiary
Sub-subsidiary
Sub-subsidiary

Note: Please refer to Table 4 for Information on investment in Mainland China.

  • 51 -

ZERO ONE TECHNOLOGY CO., LTD. INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2020

Table 4 (In Thousands ofNewTaiwan Dollars/ForeignCurrency) (In Thousands ofNewTaiwan Dollars/ForeignCurrency) (In Thousands ofNewTaiwan Dollars/ForeignCurrency)
Investee
Company
Main
Businesses and
Products

Paid-in Capital
Method of
Investment
Accumulated
Outward
Remittance for
Investment
from Taiwan
as of
January 1,
2020
Remittance of
Funds
Accumulated
Outward
Remittance
for
Investment
from Taiwan
as of
December 31,
2020

Net
Income
(Loss) of
the
Investee
%
Ownership
of Direct
or Indirect
Investment


Investment
Gain (Loss)
(Note 2)
Carrying Amount as
of 31 December,
2020
Accumulated Repatriation
of Investment Income as of
31 December,
2020

Note

Outward
Inward
Techone
(Shanghai)
Co., Ltd.
Services of
Network
Technology
$ 13,131
( RMB 3,000

)
Note 1 $ - $ 9,118 $ - $ 9,118 ( $ 39) 70% ( $ 27) ) $ 9,164 $ -
Accumulated Outward Remittance for
Investments in Mainland China as of
December 31, 2020
Investment Amount Authorized by the
Investment Commission, MOEA
Upper Limit on the Amount of Investments Stipulated by the
Investment Commission, MOEA (Note 3)
$ 8,673
( USD
305 )
$ 8,673
( USD
305 )
$ 1,594,362

Note 1 The company directly holds 100% of a subsidiary-Asiaone Holdings Ltd., which reinvests the company in Mainland China.

Note 2 Amount was recognized based on the financial statements which were not audited by CPAs on December 31, 2020.

Note 3 Determined by sixty percent (60%) of the Company’s consolidated net worth, audited by CPAs on December 31, 2020 (2,657,270×60% 1,594,362).

Note 4 For foreign currency conversion, gain (loss) are converted by the average exchange rate in 2020. Other amounts are converted into New Taiwan Dollars by the exchange rate on December 31, 2020.

  • 52 -

ZERO ONE TECHNOLOGY CO., LTD. INFORMATION ON MAJOR SHAREHOLDERS December 31, 2020

Table 5

Shareholders Shares Shares
Total Shares
Owned
(In Thousands)
Ownership
Percentage
Ceres Investment Co., Ltd.
Chia Hsin, Lin
9,506,594
9,338,292
7.56%
7.43%

Note ;This table presents information provided by the Taiwan Depository & Clearing Corporation on stockholders holding greater than 5% of the Company’s ordinary and preference shares including treasury stock in dematerialized form that have completed the process of registration and delivery by book-entry transfer as of the last business day for the current quarter. The share capital recorded, and the actual registered non -physical shares in this parent company only financial statements may differ due to different basis of preparation.

  • 53 -

§THE CONTENTS OF STATEMENTS OF MAJOR ACCOUNTING ITEMS§

ITEMS NO. INDEX MAJOR ACCOUNTING ITEMS IN ASSETS, LIABILITIES AND EQUITY STATEMENT OF CASH AND CASH EQUIVALENTS Statement 1 STATEMENT OF FINANCIAL ASSETS AT FVTPL CURRENT Statement 2 STATEMENT OF FINANCIAL ASSETS AT AMORTIZED COST CURRENT Note 9 STATEMENT OF NOTES RECEIVABLE Statement 3 STATEMENT OF TRADE RECEIVABLE Statement 4 STATEMENT OF INVENTORIES Statement 5 STATEMENT OF FINANCIAL ASSETS AT FVTPL NON-CURRENT Statement 6 STATEMENT OF FINANCIAL ASSETS AT FVTOCI NON-CURRENT Statement 7 STATEMENT OF FINANCIAL ASSETS AT AMORTIZED COST NON-CURRENT Note 9 STATEMENT OF CHANGES IN INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD Statement 8 STATEMENT OF CHANGES IN PROPERTY, PLANT AND EQUIPMENT Note 13 STATEMENT OF CHANGES IN ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT Note 13 STATEMENT OF DEFERRED INCOME TAX ASSETS Note 21 STATEMENT OF TRADE PAYABLES Statement 9 STATEMENT OF OTHER PAYABLES Note 16 STATEMENT OF OTHER CURRENT LIABILITIES Statement 10 MAJOR ACCOUNTING ITEMS IN PROFIT OR LOSS STATEMENT OF OPERATING REVENUE Statement 11 STATEMENT OF OPERATING COST Statement 12 STATEMENT OF OPERATING EXPENSES Statement 13 STATEMENT OF EMPLOYEE BENEFITS, DEPRECIATION, DEPLETION AND AMORTIZATION BY FUNCTION Note 20

  • 54 -

ZERO ONE TECHNOLOGY CO., LTD.

STATEMENT OF CASH AND CASH EQUIVALENTS

DECEMBER 31, 2020

STATEMENT 1
Item
Demand deposits
Repurchase bond
Cash on hand and
revolving funds
(In Thousands of New Taiwan Dollars)
Description
Amount
New Taiwan dollar
$ 486,708
USD 1,820 thousand28.48;EUR
6 thousand35.02
52,041
USD 1,000 thousand@ 28.48; annual
interest rate at 0.45%; Expired by
2021.03.04
28,480

207
$ 567,436
  • 55 -

ZERO ONE TECHNOLOGY CO., LTD.

STATEMENT OF FINANCIAL ASSETS AT FVTPL CURRENT

DECEMBER 31, 2020

Statement 2

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Name of financial instruments
KGI Emerging Market Bond 1-5 ETF
Fund
Taishin 1699 Money Market Fund
Jih Sun Money Market Fund
Prudential Financial Money Market
Fund
Tong Ming Enterprise Co., Ltd.1st
domestic unsecured convertible
corporate bonds
Quang Viet Enterprise Co., Ltd.1st
convertible corporate bonds
M.J. International Co. Ltd.1st
convertible corporate bonds
Rossmax International Ltd.2nd
convertible corporate bonds
Jentech Precision Industrial Co. Ltd.
3rdconvertible corporate bonds
Anli International Co. Ltd.1st
convertible corporate bonds
Marketech International Corp.4th
convertible corporate bonds
Chung-Hsin Electric & Machinery Mfg.
Corp.2ndconvertible corporate
bonds
Actron Technology Corp.
Add (Less)Valuation adjustment
Description
Fund beneficiary certificates
Fund beneficiary certificates
Fund beneficiary certificates
Fund beneficiary certificates
Convertible bond
Convertible bond
Convertible bond
Convertible bond
Convertible bond
Convertible bond
Convertible bond
Convertible bond
Securities
Units

65,000
10,993,924
10,034,989
1,880,394
10 (Units)
30 (Units)
20 (Units)
20 (Units)
30 (Units)
20 (Units)
10 (Units)
10 (Units)
15,000
Par value (Dollars)
10
10
10
10
100,000
100,000
100,000
100,000
100,000
100,000
100,000
100,000
10
Total
$ 650
109,939
100,350
18,804
1,000
3,000
2,000
2,000
3,000
2,000
1,000
1,000
150
Acquisition Cost
$ 2,600
150,000
150,000
30,000
1,005
3,060
2,026
2,024
3,030
2,014
1,002
1,010

1,256
349,027

1,243
$ 350,270
Fair value Fair value
Units (Dollars)
38.0465
13.6459
14.95
15.9549
100
104.40
104.95
110
105.95
102.60
112.55
117.85
119
Total





$ 2,473
150,022
150,023
30,001
1,000
3,132
2,099
2,200
3,178
2,052
1,126
1,179
1,785
$ 350,270
  • 56 -

ZERO ONE TECHNOLOGY CO., LTD.

STATEMENT OF NOTES RECEIVABLE

DECEMBER 31, 2020

Statement 3

(In Thousands of New Taiwan Dollars)

The firm name
Non-related parties
Genesis Technology Inc.
NTT Taiwan Solutions Ltd.
Stark Technology Inc.
Apex Fong Yi Technology Co. Ltd.
Rays Information & Technology
Co. Ltd.
Others (Note)
Less: Allowance for doubtful
accounts
Description
Payment for goods
Payment for goods
Payment for goods
Payment for goods
Payment for goods
Payment for goods
Amount




$ 70,471
25,873
22,422
16,341
11,800
83,583
230,490
-
$ 230,490

Note The amount of individual company included in others does not exceed 5% of the account balance.

  • 57 -

ZERO ONE TECHNOLOGY CO., LTD.

STATEMENT OF TRADE RECEIVABLE DECEMBER 31, 2020

Statement 4 (In Thousands of New Taiwan Dollars)

The Company’s name
Hwacom Systems Inc.
IBM
Syscom Computer Engineering Co.
Stark Technology Inc.
Kinmax Technology Inc.
Others (Note)
Less: Allowance for doubtful
accounts
Total
Description
Payment for goods
Payment for goods
Payment for goods
Payment for goods
Payment for goods
Payment for goods
Amount




$ 168,522
168,275
134,926
122,558
115,249
1,173,096
1,882,626
11,432
$ 1,871,194

Note The amount of individual company included in others does not exceed 5% of the account balance.

  • 58 -

ZERO ONE TECHNOLOGY CO., LTD.

STATEMENT OF INVENTORIES

DECEMBER 31, 2020

Statement 5 (In Thousands of New Taiwan Dollars)

Items
Commodities
Book value
$ 1,223,050
Market value
Note
Market value
Note
$ 1,234,437

Note Market value shall be net realizable value.

  • 59 -

ZERO ONE TECHNOLOGY CO., LTD.

STATEMENT OF FINANCIAL ASSETS AT FVTPL NON-CURRENT

FOR THE YEAR ENDED DECEMBER 31, 2020

Statement 6

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Name
Cathay Financial Holding Co., Ltd.
Preferred Stock A
Union Bank of Taiwan Preferred Stock A
KGI Kaefer Fund
KGI Taiwan Multi-Asset Income Fund

KGI Taiwan Select-Asset Income Fund
Beginning Balance
Shares
Book value
166,000 $ 10,657
80,000
4,384
170,437
3,079
1,198,020
12,160
-
-
$ 30,280
Beginning Balance
Shares
Book value
166,000 $ 10,657
80,000
4,384
170,437
3,079
1,198,020
12,160
-
-
$ 30,280
Addition
Shares
Amount

- $ -

-
-

170,199
3,079

-
-
500,325
5,000
$ 8,079
Addition
Shares
Amount

- $ -

-
-

170,199
3,079

-
-
500,325
5,000
$ 8,079
Decrease
Shares
Amount


- $ -

-
-

170,437
3,079

-
-
-
-

$ 3,079
Decrease
Shares
Amount


- $ -

-
-

170,437
3,079

-
-
-
-

$ 3,079
Valuation for
the current
year
($ 398 )
(
240 )

275

299

175
$ 111
Balance, December 31, 2020
Shares
Book value

166,000 $ 10,259

80,000
4,144

170,199
3,354
1,198,020
12,459
500,325
5,175
$ 35,391
Balance, December 31, 2020
Shares
Book value

166,000 $ 10,259

80,000
4,144

170,199
3,354
1,198,020
12,459
500,325
5,175
$ 35,391
Remark
Shares
166,000
80,000
170,437
1,198,020
-
Shares

-

-

170,199

-
500,325
Shares

-

-

170,437

-
-
Shares

166,000

80,000

170,199
1,198,020
500,325




























  • 60 -

ZERO ONE TECHNOLOGY CO., LTD.

STATEMENT OF FINANCIAL ASSETS AT FVTOCI NON-CURRENT

FOR THE YEAR ENDED DECEMBER 31, 2020

Statement 7

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Name
Kaway Information Corp.
China Electric Mfg. Corp

ASIX Electronics Corp.
Promaster Technology Corp.

Unex Technology Corp.
Da-Chang Start-Up Investment Co.
Ltd.
Cathay Financial Holding Co., Ltd.
Preferred Stock A
Union Bank of Taiwan Preferred
Stock A
Fubon Financial Holding Co., Ltd.
Preferred Shares B
Taishin Financial Holding Co., Ltd.
Preferred Stock E
CTBC Financial Holding Co., Ltd.
Preferred Shares B
Cathay Financial Holding Co., Ltd.
Preferred Stock B
Kwong Lung Enterprise Co., Ltd.
Preferred Stock A
WPG Holdings Limited Preferred
Stock A
United Orthopedic Corporation
Preferred Stock A
QST International Corp. Preferred
Stock A
Chailease Holding Company Limited
Class A Preferred Shares
Miiicasa Holdings (Cayman) Inc.

Ijoing Inc.
DuoFu Co., Ltd
Jotangi Technology Ltd.
Beginning Balance
Shares
Book value
490,000 $ 17,150
2,988,000
33,167
90,074
3,418
1,111,563
10,438
175,000
3,743
-
-
54,000
3,467
70,000
3,836
400,000
25,720
240,000
13,296
90,000
5,958
230,000
14,720
200,000
10,760
700,000
36,190
200,000
10,560
-
-
-
-
2,500,000
-
500,000
-
10,000
-
796,250
-
$ 192,423
Beginning Balance
Shares
Book value
490,000 $ 17,150
2,988,000
33,167
90,074
3,418
1,111,563
10,438
175,000
3,743
-
-
54,000
3,467
70,000
3,836
400,000
25,720
240,000
13,296
90,000
5,958
230,000
14,720
200,000
10,760
700,000
36,190
200,000
10,560
-
-
-
-
2,500,000
-
500,000
-
10,000
-
796,250
-
$ 192,423
Addition
Shares
Amount

- $ -

-
-

-
-

45,574
-

-
-
1,500,000
15,000

80,000
4,796

-
-

-
-

-
-

-
-

-
-

70,000
3,337

80,000
3,584

-
-

150,000
7,500

500,000
50,000

-
-

-
-

-
-
-
-
$ 84,217
Addition
Shares
Amount

- $ -

-
-

-
-

45,574
-

-
-
1,500,000
15,000

80,000
4,796

-
-

-
-

-
-

-
-

-
-

70,000
3,337

80,000
3,584

-
-

150,000
7,500

500,000
50,000

-
-

-
-

-
-
-
-
$ 84,217
Decrease
Shares
Amount

- $ -

298,800
2,988

9,008
90

-
-

-
-

-
-

-
-

-
-

-
-

-
-

-
-

-
-

-
-

80,000
4,002

-
-

-
-

200,000
20,128

-
-

500,000
87

-
-
-
-

$ 27,295
Decrease
Shares
Amount

- $ -

298,800
2,988

9,008
90

-
-

-
-

-
-

-
-

-
-

-
-

-
-

-
-

-
-

-
-

80,000
4,002

-
-

-
-

200,000
20,128

-
-

500,000
87

-
-
-
-

$ 27,295

Valuation for
the current
year
( $ 907 )

7,335

1,552

1,654
(
512 )
(
89 )

18
(
210 )
(
720 )
(
672 )
(
252 )
(
253 )
(
516 )
(
702 )
(
1,060 )
(
787 )

8

-

87

-

-
$ 3,974
Balance, December 31, 2020
Shares
Book value

490,000 $ 16,243
2,689,200
37,514

81,066
4,880
1,157,137
12,092

175,000
3,231
1,500,000
14,911

134,000
8,281

70,000
3,626

400,000
25,000

240,000
12,624

90,000
5,706

230,000
14,467

270,000
13,581

700,000
35,070

200,000
9,500

150,000
6,713

300,000
29,880
2,500,000
-

-
-

10,000
-
796,250
-
$ 253,319
Balance, December 31, 2020
Shares
Book value

490,000 $ 16,243
2,689,200
37,514

81,066
4,880
1,157,137
12,092

175,000
3,231
1,500,000
14,911

134,000
8,281

70,000
3,626

400,000
25,000

240,000
12,624

90,000
5,706

230,000
14,467

270,000
13,581

700,000
35,070

200,000
9,500

150,000
6,713

300,000
29,880
2,500,000
-

-
-

10,000
-
796,250
-
$ 253,319
Remark
Shares
490,000
2,988,000
90,074
1,111,563
175,000
-
54,000
70,000
400,000
240,000
90,000
230,000
200,000
700,000
200,000
-
-
2,500,000
500,000
10,000
796,250
Shares

-

-

-

45,574

-
1,500,000

80,000

-

-

-

-

-

70,000

80,000

-

150,000

500,000

-

-

-
-
Shares

-

298,800

9,008

-

-

-

-

-

-

-

-

-

-

80,000

-

-

200,000

-

500,000

-
-
Shares

490,000
2,689,200

81,066
1,157,137

175,000
1,500,000

134,000

70,000

400,000

240,000

90,000

230,000

270,000

700,000

200,000

150,000

300,000
2,500,000

-

10,000
796,250







































































































  • 61 -

ZERO ONE TECHNOLOGY CO., LTD.

STATEMENT OF CHANGES IN INVESTMENTSACCOUNTED FOR USING THE EQUITY METHOD

FOR THE YEAR ENDED DECEMBER 31, 2020

(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Statement 8
Beginning Balance
Addition
Name
Shares
Amount
Shares
Amount
ZeroneWin Investment
Co., Ltd.
10,000,000 $ 90,729 4,900,000 $ 49,000
Zotech Technology Co.,
Ltd.
3,500,000
43,671
-
-
Asiaone Holdings Ltd.
320,000
9,545
-
-
Chi-Ta International Co.,
Ltd. (Note 2)
597,960
-
-
-

$ 143,945
$ 49,000
Note 1Including :
1. Share of profit (loss) of subsidiaries
accounted for using equity method
( $ 441 )
2. Changes in ownership interest in subsidiaries (
3,199 )
3. Share of other comprehensive income (loss)
of subsidiaries accounted for using equity
method.
17,997
4. Cash dividend from subsidiaries
(
630 )
5. Exchange differences on translation of the
financial statements of foreign operations

74
$ 13,801
Decrease
Shares
Amount


- $ -

-
-

-
-
597,960
-

$
Increase
(Decrease)
in using the
equity
method
(Note 1)
$ 14,359

(
539 )

(
19 )


-


$ 13,801
(In Thousands of New Taiwan D
Balance, December 31, 2020
Shares
Percentage of
ownership
Amount
14,900,000
100
$ 154,088
3,500,000
85.37
43,132
320,000
100
9,526
-
-

-


$ 206,746
ollars, Unless Sta
Net value of
equity
$ 154,088
43,132
9,526
-
ted Otherwise)
Collateral/Pledge
Shares

-

-

-
597,960
Shares
14,900,000
3,500,000
320,000
-
Percentage of
ownership
100

85.37

100
-





None
None
None

Note 2 Disposed in April, 2020.

  • 62 -

ZERO ONE TECHNOLOGY CO., LTD.

STATEMENT OF TRADE PAYABLES

DECEMBER 31, 2020

Statement 9 (In Thousands of New Taiwan Dollars)

The Company’s name
CISCO SYSTEMS INTERNATIONAL B.V.
Trend Micro Inc.
Net App, Inc.
OthersNote
Amount


$ 950,875
264,408
119,603
892,161
$ 2,227,047
  • Note The amount of individual company included in others does not exceed 5% of the account balance.

  • 63 -

ZERO ONE TECHNOLOGY CO., LTD.

STATEMENT OF OTHER CURRENT LIABILITIES

DECEMBER 31, 2020

Statement 10 (In Thousands of New Taiwan Dollars)
Items Amount
Receipts under custody $ 180,289
Contract liability—current 17,423
Temporary receipts
13,197
$ 210,909
  • 64 -

ZERO ONE TECHNOLOGY CO., LTD.

STATEMENT OF OPERATING REVENUE

FOR THE YEAR ENDED DECEMBER 31, 2020

Statement 11 (In Thousands of New Taiwan Dollars)

Items
Sales revenue
Other operating revenues
Less: sales returns
Less:sales discounts
Description
Selling hardware and software
suite
Amount



$9,636,401
63,982
9,700,383
35,069
6,536
$ 9,658,778
  • 65 -

ZERO ONE TECHNOLOGY CO., LTD. STATEMENT OF OPERATING COST

FOR THE YEAR ENDED DECEMBER 31, 2020

Statement 12

(In Thousands of New Taiwan Dollars)

Items
Costs of goods sold
Initial inventory
AddPurchases
Ending inventory
Others
Total costs of sales and purchases
Reversal of write-down of inventories
Losses on scrap of inventories
Amount
$ 1,449,719
8,633,706
(
1,358,455 )
(
61,759)
8,663,211
(
7,898 )

6,221
$ 8,661,534

Note The above statement indicates that the amount of all items regarding inventories is recognized by original costs of inventories, with no deduction of allowance for inventory valuation losses.

  • 66 -

ZERO ONE TECHNOLOGY CO., LTD.

STATEMENT OF OPERATING EXPENSES

FOR THE YEAR ENDED DECEMBER 31, 2020

Statement 13 (In Thousands of New Taiwan Dollars)

Items
Payroll Expenses

Entertainment expense
Insurance expense
Reversal of expected
credit losses
Depreciation expense
OthersNote

Selling and
marketing
expenses
$ 233,122
37,212
26,311
-
8,852
59,929

$ 365,426
General and
administrativ
e expenses
$ 79,437

1,453

6,801

-

11,403

24,666

$ 123,760
Reversal of
expected
credit losses
$ -

-

-
(
3,262 )

-

-

($ 3,262)
Total








$ 312,559

38,665

33,112
(
3,262 )

20,255

84,595
$ 485,924

Note The amount of each item in others does not exceed 5% of the account balance.

  • 67 -

ZERO ONE TECHNOLOGY CO., LTD.

STATEMENT OF EMPLOYEE BENEFIT, DEPRECIATION AND AMORTIZATION BY FUNCTION FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

Statement 14

(In Thousands of New Taiwan Dollars)

Employee benefit expenses (Note)
Salary and bonus
Labor and health insurance
Pension
Directors’ compensation
Others
Depreciation
Amortization
2020 Total
$ 291,972
19,701
9,872
10,715
18,156
$ 350,416
$ 20,255
$ 778
2019
Classified as
Operating Cost

$ -
-
-
-

-
$ -
$ -
$ -
Classified as
Operating Expenses

$ 291,972

19,701

9,872

10,715

18,156
$ 350,416
$ 20,255
$ 778
Classified as
Operating Cost
$ -
-
-
-

-
$ -
$ -
$ -
Classified as
Operating Expenses

$ 267,994

17,287

8,981

7,255

18,857
$ 320,374
$ 18,058
$ 776
Total









































$ 267,994
17,287
8,981
7,255
18,857
$ 320,374
$ 18,058
$ 776
  • Note 1: As of December 31, 2020 and 2019, the Company had 267 and 235 employees, respectively. There were 6 and 5 non-employee directors, respectively, and the calculation basis is consistent to labor cost.

  • Note 2: (1) Average labor cost for 2020 and 2019 were $1,302 thousand and $1,361 thousand, respectively.

  • (2) Average salary and bonus for 2020 and 2019 were $1,119 thousand and $1,165 thousand, respectively.

  • (3) The average salary and bonus adjustment ratio is (3.95%).

  • Note 3: In accordance with Securities and Exchange Act, the Company set up the Audit Committee to replace supervisors on June 10, 2020. The compensation for supervisors in 2020 and 2019 were $1,116 thousand and $2,133 thousand, respectively.

  • Note 4: The Company’s compensation policies (including directors, supervisors, man agers and employees) are as follows:

  • (1) Directors and supervisors : Accordingly to Ar ticle 19 of the Company’s Articles of Incorporation, the compensation for directors and supervisors shall be no more than 3% of annual profits. The Company allocates 2% of the current year ’s annual profits for the compensation to directors and supervisors, and will provide reasonable reward by taking into account of the Company ’s operating results and the contribution

  • 68 -

they made. The procedures to determine the compensation i s based on the Company’s “Rules for Distribution of Compensation to Directors and Supervisors.” Apart from referencing the company’s overall operational efficiencies, future management risk and developing trend of the industry, the personal efficiency achievement rate, contribution to the overall performance, and devotion to company performance, achievement rate, profitability rate, operational efficiency and contribution are also collectively evaluated before calculating the compensation ratio. Relevant performance appraisals and the soundness of the compensation are reviewed and approved by the Compensation Committee and the Board in accordance with the charter of relevant laws and requirements, so as to achieve the balance of the Company ’s sustainability and risk management.

  • (2) Managers: Based on the Company’s compensation policy to managers, criteria such as industry standards and personal performance evaluation items, which include financial indicators (such as the Company’s revenue, achievement rate for profit before tax and after tax) and non-financial related indicators (such as taking on the role as trainer and any gross misconduct of the department in terms of legal and compliance and operational risks incidents) are also included in the evaluation. The procedures to determine and distribute the compensation is based on the Company’s performance appraisal evaluation guidelines. Relevant performance appraisals and the soundness of the compensation are reviewed and approved by the Compensation Committee and the Board in accordance with the charter of relevant laws and requirements, so as to achieve the balance of the Company’s sustainability and risk management.

  • (3) Employees: The Company conducts annual market survey regularly by analyzing salary, bonus and annual income statistics. Salary adjustment is processed based on Company’s work rules and the results of individual performance appraisals so as to ensure the fairness of internal and external practices which meets the market standards.

  • 69 -