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ZERO ONE — Interim / Quarterly Report 2018
Nov 26, 2018
52262_rns_2018-11-26_2275bbc0-023d-4d71-99f3-bc74398dc9bd.pdf
Interim / Quarterly Report
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Code : 3029
ZERONE TECHONOLOGY COMPANY LIMITED
AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2018 AND 2017 AND INDEPENDENT AUDITORS’ REPORT
Address: 10F., No.8, Ln. 360, Sec. 1, Neihu Rd., Taipei City. Dial: +886 2 2656 5656
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§TABLE OF CONTENTS§
| Contents 1 、Cover2 、Table of Contents3 、Independent Auditors’ Review Report4 、Consolidated Balance Sheets5 、Consolidated Statements of Comprehensive Income6 、Consolidated Statements of Changes in Equity7 、Consolidated Statements of Cash Flows8 、Notes to Consolidated 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. Intercompany relationships and significant intercompany transactions (12)Segment information |
Page No. 1 2 3 4 5 ~67 8 ~910 10 10 ~1313 ~2121 21 ~4040 40 40 41 42 、45 ~4642 、4742 42 、4842~44 |
Financial Report’s Note No. - - - - - - - 1 2 3 4 5 6 ~2829 30 31 32 33 33 33 33 34 |
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INDEPENDENT AUDITORS’ REVIEW REPORT
The Board of Directors and Shareholders Zero One Technology Company Limited
Introduction
We have reviewed the accompanying consolidated balance sheets of Zero One Techonology Company Limited and its subsidiaries (collectively referred to as the Company) as of June 30, 2018 and 2017, consolidated statements of comprehensive income for the three months ended June 30, 2018 and 2017 and the six months ended June 30, 2018 and 2017, consolidated statements of changes in equity and cash flows for the six months ended June 30, 2018 and 2017 and the related notes, including a summary of significant accounting policies (collectively referred to as the consolidated financial statements). Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Accounting Standard 34 “Interim Financial Reporting”. Our responsibility is to express a conclusion on the consolidated financial statements based on our reviews.
Scope of Review
We conducted our reviews in accordance with Statement of Auditing Standards No. 65 “Review of Financial Information Performed by the Independent Auditor of the Entity”. A review of consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our reviews, nothing has come to our attention that caused us to believe that the accompanying consolidated financial statements do not present fairly, in all material respects, the financial position of the Company as of June 30, 2018 and 2017, its consolidated financial performance for the three months ended June 30, 2018 and 2017 and the six months ended June 30, 2018 and 2017 and its consolidated cash flows for the six months ended June 30, 2018 and 2017, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34 “Interim Financial Reporting” endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China (Taiwan) (referred to thereafter as ‘FSC’).
The engagement partners on the audit resulting in this independent auditors' report are Wen Chin Lin and Hsin Wei Tai.
Deloitte & Touche
Taipei, Taiwan Republic of China July 25, 2018
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ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(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 fair value through other comprehensive income - current(Notes 4 and 8) Available-for-sale financial assets - current(Notes 4 and 10) Financial assets at amortised cost-current(Notes 4 and 9) Debt investments with no active market - current(Notes 4 and 12) Notes receivable(Notes 4 and 13) Trade receivable(Notes 4 and 13) Inventories(Note 14) Other current assets 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) Available-for-sale financial assets - non-current(Notes 4, 10 and 30) Financial assets at amortized cost - non-current(Notes 4, 9 and 30) Financial assets measured at cost - non-current(Notes 4 and 11) Debt investments with no active market - non-current(Notes 4, 12 and 30) Investments accounted for using the equity method(Notes 4 and 16) Property, plant and equipment(Notes 17 and 30) Other intangible assets Deferred tax assets(Note 4) Refundable deposits Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Trade payables Other payables(Note 19) Current tax liabilities(Note 4) Current portion of bonds payable(Note 20) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings(Note 18) Deferred tax liabilities(Note 4) Net defined benefit liabilities - non-current(Notes 4 and 21) Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY(Note 22) Share capital Ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity attributable to owners of the Company NON-CONTROLLING INTERESTS Total equity TOTAL |
June 30, 2018 (Reviewed) Amount % $ 625,622 16 81,780 2 16,270 - - - 568,280 14 - - 101,484 3 1,499,943 38 509,400 13 22,685 1 3,425,464 87 40,710 1 112,630 3 - - 12,586 - - - - - 2,003 - 315,248 8 1,256 - 24,236 1 1,364 - 510,033 13 $ 3,935,497 100 $ 1,372,846 35 297,724 8 33,433 1 6,407 - 124,324 3 1,834,734 47 - - 47 - 21,351 - 21,398 - 1,856,132 47 1,227,081 31 439,768 11 159,438 4 15,501 1 229,623 6 404,562 11 (730) - 2,070,681 53 8,684 - 2,079,365 53 $ 3,935,497 100 |
December 31, 2017 (Audited) Amount % $ 741,119 20 51,338 1 - - 21,724 1 - - 212,366 6 185,925 5 1,466,240 41 490,564 14 10,955 - 3,180,231 88 - - - - 68,565 2 - - 21,654 1 11,539 - 4,446 - 310,083 9 970 - 19,436 - 1,786 - 438,479 12 $ 3,618,710 100 $ 1,252,876 34 134,882 4 32,423 1 9,733 - 74,226 2 1,504,140 41 - - 481 - 20,922 1 21,403 1 1,525,543 42 1,224,804 34 434,135 12 139,840 4 16,723 - 283,971 8 440,534 12 (15,501) - 2,083,972 58 9,195 - 2,093,167 58 $ 3,618,710 100 |
June 30, 2017 (Reviewed) |
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|---|---|---|---|---|---|---|
| Amount % $ 881,007 26 73,485 2 - - 7,433 - - - 264,498 8 98,836 3 1,268,670 37 363,707 10 63,900 2 3,021,536 88 - - - - 56,611 2 - - 510 - 11,379 - 9,175 - 305,379 9 1,105 - 26,324 1 1,755 - 412,238 12 $ 3,433,774 100 $ 1,114,902 32 245,532 7 29,405 1 12,601 - 59,737 2 1,462,177 42 4,000 - - - 20,379 1 24,379 1 1,486,556 43 1,222,596 36 430,470 13 139,840 4 16,723 1 151,831 4 308,394 9 (20,828) (1) 1,940,632 57 6,586 - 1,947,218 57 $ 3,433,774 100 |
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ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Reviewed, Not Audited)
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUES(Note 4) Net sales OPERATING COSTS(Notes 14 and 23) Cost of goods sold GROSS PROFIT OPERATING EXPENSES(Note 23) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss (reversed)(Note 13) Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES(Note 23) Other income Other gains and losses Finance costs Share of profit or loss of associated and joint ventures Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE(Note 24) NET PROFIT OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Unrealized gain/(loss) on investments in equity instruments designated as at fair value through other comprehensive income Income tax relating to remeasurement of defined benefit plans |
For the Three Months EndedJune 30 | For the Three Months EndedJune 30 | For the Three Months EndedJune 30 | For theSix Months EndedJune 30 2018 2017 Amount % Amount % $ 3,067,114 100 $ 2,860,584 100 2,758,082 90 2,569,930 90 309,032 10 290,654 10 116,741 4 94,689 3 50,646 1 108,511 4 4,210 - 6,390 - (1,286) - - - 170,311 5 209,590 7 138,721 5 81,064 3 8,251 - 6,236 - 2,651 - (1,441 ) - (82 ) - (230 ) - (2,443) - (2,777) - 8,377 - 1,788 - 147,098 5 82,852 3 28,716 1 20,307 1 118,382 4 62,545 2 9,450 - - - 438 - - - 9,888 - - - (Continued) |
For theSix Months EndedJune 30 2018 2017 Amount % Amount % $ 3,067,114 100 $ 2,860,584 100 2,758,082 90 2,569,930 90 309,032 10 290,654 10 116,741 4 94,689 3 50,646 1 108,511 4 4,210 - 6,390 - (1,286) - - - 170,311 5 209,590 7 138,721 5 81,064 3 8,251 - 6,236 - 2,651 - (1,441 ) - (82 ) - (230 ) - (2,443) - (2,777) - 8,377 - 1,788 - 147,098 5 82,852 3 28,716 1 20,307 1 118,382 4 62,545 2 9,450 - - - 438 - - - 9,888 - - - (Continued) |
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|---|---|---|---|---|---|---|---|
| 2018 | 2017 | 2018 | |||||
| Amount % $ 1,560,144 100 1,406,608 90 153,536 10 58,675 4 26,109 2 2,076 - 1,037 - 87,897 6 65,639 4 5,243 1 2,946 - (34 ) - (1,104) - 7,051 1 72,690 5 16,062 1 56,628 4 984 - - - 984 - |
Amount % $ 1,452,104 100 1,281,230 88 170,874 12 47,266 4 58,258 4 3,015 - - - 108,539 8 62,335 4 4,108 - (947 ) - (83 ) - (1,658) - 1,420 - 63,755 4 16,839 1 46,916 3 - - - - - - |
Amount % $ 3,067,114 100 2,758,082 90 309,032 10 116,741 4 50,646 1 4,210 - (1,286) - 170,311 5 138,721 5 8,251 - 2,651 - (82 ) - (2,443) - 8,377 - 147,098 5 28,716 1 118,382 4 9,450 - 438 - 9,888 - |
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ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Reviewed, Not Audited)
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| Items that may be reclassified subsequently to profit or loss: Unrealized gain/(loss) on available-for-sale financial assets Other comprehensive income (loss) for the period, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE PERIOD NET PROFIT (LOSS) ATTRIBUTED TO: Owners of the Company Non-controlling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTED TO: Owners of the Company Non-controlling interests EARNINGS PER SHARE(Note 25) From continuing operations Basic Diluted |
For the Three Months EndedJune 30 | For the Three Months EndedJune 30 | For the Three Months EndedJune 30 | For theSix Months EndedJune 30 | For theSix Months EndedJune 30 | For theSix Months EndedJune 30 | ||
|---|---|---|---|---|---|---|---|---|
| 2018 | 2017 | 2018 | 2017 | |||||
| Amount % $ - $ - 984 - $ 57,612 4 $ 56,611 4 17 - $ 56,628 4 $ 57,595 4 17 - $ 57,612 4 $ 0.46 $ 0.46 |
Amount % $ (1,581) $ - (1,581) - $ 45,335 3 $ 47,178 3 (262) - $ 46,916 3 $ 45,597 3 (262) - $ 45,335 3 $ 0.39 $ 0.38 |
Amount % $ - $ - 9,888 - $ 128,270 4 $ 118,893 4 (511) - $ 118,382 4 $ 128,781 4 (511) - $ 128,270 4 $ 0.97 $ 0.96 |
Amount % $ (4,105) $ - (4,105) - $ 58,440 2 $ 63,231 2 (686) - $ 62,545 2 $ 59,126 2 (686) - $ 58,440 2 $ 0.52 $ 0.51 |
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| $ | $ | $ | $ | |||||
| $ | $ | $ | $ | |||||
| $ | $ | $ | $ | |||||
| $ | $ | $ | $ | |||||
| $ | $ | $ | $ | |||||
(Concluded)
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ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Reviewed, Not Audited) (In Thousands of New Taiwan Dollars)
| BALANCE, JANUARY 1, 2017 Appropriation of the 2016 earnings Legal reserve Special reserve Cash dividends - NT$1.2 per share Net profit (loss) for the six months ended June 30, 2017 Other comprehensive income (loss) for the six months ended June 30, 2017 Total comprehensive income (loss) for the six months ended June 30, 2017 Convertible bonds converted to ordinary shares Recognition of employee share options by the Company Cash dividends distributed by subsidiaries BALANCE, JUNE 30, 2017 BALANCE, JANUARY 1, 2018 Effect of retrospective application and retrospective restatement BALANCE AT JANUARY 1, 2018 AS RESTATED Appropriation of the 2017 earnings Legal reserve Special reserve Cash dividends - NT$1.3 per share Net profit (loss) for the six months ended June 30, 2018 Other comprehensive income (loss) for the six months ended June 30, 2018 Total comprehensive income (loss) for the six months ended June 30, 2018 Convertible bonds converted to ordinary shares Recognition of employee share options by the Company Issuance of ordinary shares under employee share options Disposals of investments in equity instruments designated as at fair value through other comprehensive income BALANCE, JUNE 30, 2018 |
Equity Attributable toOwners of theCompany | Equity Attributable toOwners of theCompany | Non-controlling Total Interests $ 2,009,206 $ 7,872 - - - - (146,690 ) - 63,231 (686 ) (4,105) - 59,126 (686) 16,146 - 2,844 - - (600) $ 1,940,632 $ 6,586 $ 2,083,972 $ 9,195 9,502 - 2,093,474 9,195 - - - - (159,484 ) - 118,893 (511 ) 9,888 - 128,781 (511) 3,405 - 4,380 - 125 - - - $ 2,070,681 $ 8,684 |
Total Equity $ 2,017,078 - - (146,690 ) 62,545 (4,105) 58,440 16,146 2,844 (600) $ 1,947,218 $ 2,093,167 9,502 2,102,669 - - (159,484 ) 118,382 9,888 128,270 3,405 4,380 125 - $ 2,079,365 |
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| Share Capital Shares (In thousand) Capita- Ordinary Sharesl Capital Surplus 121,265 $ 1,212,655 $ 421,421 - - - - - - - - - - - - - - - - - - 995 9,941 6,205 - - 2,844 - - - 122,260 $ 1,222,596 $ 430,470 122,480 $ 1,224,804 $ 434,135 - - - 122,480 1,224,804 434,135 - - - - - - - - - - - - - - - - - - 219 2,187 1,218 - - 4,380 9 90 35 - - - 122,708 $ 1,227,081 $ 439,768 |
Retained Earnings | Total $ 391,853 - - (146,690 ) 63,231 - 63,231 - - - $ 308,394 $ 440,534 4,955 445,489 - - (159,484 ) 118,893 438 119,331 - - - (774) $ 404,562 |
Other Equity | Total $ (16,723 ) - - - - (4,105) (4,105) - - - $ (20,828) $ (15,501 ) 4,547 (10,954 ) - - - - 9,450 9,450 - - - 774 $ (730) |
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| Unrealized Gain (Loss) on Unrealized Gain Financial Assets (Loss) on at Fair Value Available-for- Through Other sale Financial Comprehensive Assets Income $ (16,723 ) $ - - - - - - - - - (4,105) - (4,105) - - - - - - - $ (20,828) $ - $ (15,501 ) $ - 15,501 (10,954) - (10,954 ) - - - - - - - - - 9,450 - 9,450 - - - - - - - 774 $ - $ (730) |
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| Shares (In thousand) 121,265 - - - - - - 995 - - 122,260 122,480 - 122,480 - - - - - - 219 - 9 - 122,708 |
Unappropriated Legal Reserve Special Reserve Earnings $ 117,432 $ 22,876 $ 251,545 22,408 - (22,408 ) - (6,153 ) 6,153 - - (146,690 ) - - 63,231 - - - - - 63,231 - - - - - - - - - $ 139,840 $ 16,723 $ 151,831 $ 139,840 $ 16,723 $ 283,971 - - 4,955 139,840 16,723 288,926 19,598 - (19,598 ) - (1,222 ) 1,222 - - (159,484 ) - - 118,893 - - 438 - - 119,331 - - - - - - - - - - - (774) $ 159,438 $ 15,501 $ 229,623 |
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ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Reviewed, Not Audited)
(In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Net loss on foreign currency exchange Interest income Depreciation expenses Compensation costs of employee share options Net gain on fair value change of financial assets at fair value through profit or loss Share of loss of associates Expected credit loss reversed on trade receivables Dividend income Amortization expenses Reversal of write-down of inventories Finance costs Impairment losses recognized on trade receivables Changes in operating assets and liabilities Financial assets held for trading Notes receivable Trade receivable 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 CASH FLOWS FROM INVESTING ACTIVITIES Purchase finacial assets measured at cost Purchase of financial assets at fair value through other comprehensive income Interest received Payments for property, plant and equipment Proceeds from sale of financial assets at fair value through other comprehensive income Purchase of intangible assets Decrease (increase) in refundable deposits Proceeds from disposal of property, plant and equipment |
For the Six Months Ended June 30 |
For the Six Months Ended June 30 |
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|---|---|---|---|
| 2018 $ 147,098 13,312 (7,001) 5,498 4,380 (3,083) 2,443 (1,286) (456) 349 (316) 82 - (29,246) 84,441 (29,423) (23,482) (9,878) 104,946 2,145 50,098 429 311,050 (31,698) 279,352 (356,961) (38,026) 5,837 (5,699) 1,195 (700) 422 79 |
2017 $ 82,852 7,515 (4,783) 3,307 2,844 (2,739) 2,777 - (415) 752 (5,434) 230 66,371 14,066 10,097 209,644 85,321 13,527 (30,128) (54,531) (10,330) (456) 390,487 (22,634) 367,853 - - 3,896 (3,781) - - (304) - (Continued) |
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ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Reviewed, Not Audited) (In Thousands of New Taiwan Dollars)
| Proceeds from disposal of intangible assets Dividens received Proceeds from sale of debt investments with no active market Acquisition of investment accounted for using equity method Purchase of available-for-sale financial assets Net cash (used in) generated from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Exercise of employee share options Repayment of long-term borrowings Interest paid Net cash generated from financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE PERIOD CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD |
For the Six Months Ended June 30 |
For the Six Months Ended June 30 |
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|---|---|---|---|
| 2018 $ 65 - - - - (393,788) 125 - - 125 (1,186) (115,497) 741,119 $ 625,622 |
2017 $ - 415 18,163 (9,450) (5,849) 3,090 - 4,000 (36) 3,964 (4,423) 370,484 510,523 $ 881,007 |
(Concluded)
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ZERONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2018 and 2017
(Reviewed, Not Audited)
(Amounts in Thousands of New Taiwan Dollars, Unless Specified Otherwise)
1. GENERAL
Zerone Technology Company Limited (ZOTC) was incorporated as a company limited by shares under the provisions of the Group Law of the Republic of China in 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 consolidated financial statements are expressed by the functional currency (New Taiwan Dollars) of the Group.
2. THE DATE AND PROCEDURES OF AUTHORIZATION OF FINANCIAL STATEMENTS
The accompanying consolidated financial statements were approved by the Board of Directors and issued on July 25, 2018.
3. ;APPLICATION OF NEW AND REVISED STANDARDS AND INTERPRETATIONS
- (1)Initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission (FSC).
The initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and issued into effect by the FSC for application would not have a significant effect on the Group’s accounting policies:
IFRS 9 “Financial Instruments” and related amendments
IFRS 9 supersedes IAS 39 “Financial Instruments: Recognition and Measurement”, with consequential amendments to IFRS 7 “Financial Instruments: Disclosures” and other standards. IFRS 9 sets out the requirements for classification, measurement and impairment of financial assets and hedge accounting. Please refer to Note 4 for information relating to the relevant accounting policies.
The requirements for classification, measurement and impairment of financial assets have been applied retrospectively from January 1, 2018, and the other requirements for hedge accounting have been applied prospectively. IFRS 9 is not applicable to items that have already been derecognized at December 31, 2017.
Classification, measurement and impairment of financial assets
On the basis of the facts and circumstances that existed as at January 1, 2018, the Group has performed an assessment of the classification of recognized financial assets and has elected not to restate prior reporting periods. The impact on measurement categories, carrying amounts and any changes when retrospectively applying IAS 39 and IFRS 9 on January 1, 2018 is detailed below:
| The types of financial assets | Measurement Category | Measurement Category | Carrying | Amount | Re- mark |
|---|---|---|---|---|---|
IAS 39 |
IFRS 9 | IAS 39 | IFRS 9 | ||
| Cash and cash equivalents Stock investments Fund beneficiary certificates Time deposits with original maturity of more than 3 months Notes, trade and other receivables Refundable deposits |
Loans and receivables Available ‑for‑sale financial assets Available ‑for‑sale financial assets Financial assets measured at cost Debt investments with no active market Loans and receivables Loans and receivables |
Amortized cost Mandatorily at FVTPL Investments in equity instruments measured at FVTOCI Mandatorily at FVTPL Amortized cost Amortized cost Amortized cost |
$741,119 14,416 76,383 21,144 223,905 1,652,837 1,786 |
$741,119 14,416 82,619 24,410 223,905 1,652,837 1,786 |
(1) (1) (2) (3) (4) |
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| Financial Assets measured at FVTPL Add:Reclassification from available-for -sale financial assets (IAS 39) -Designated asat FVTPL in January 1, 2018. -mandatorilyreclassification Financial Assets measured at FVTOCI -Equity instruments Add:Reclassification from available-for sale financial assets (IAS 39) Financial assets measured at amortised cost Add:Reclassification from loans and receivables (IAS 39) Total |
Carrying Amount as of January 1, 2018 (IAS 39) |
Reclassifi- cations $14,416 21,144 35,560 76,383 2,619,647 $2,731,590 |
Remea- surements |
Carrying Amounts as of January 1, 2018 (IFRS 9) $14,416 24,410 38,826 82,619 2,619,647 $2,741,092 |
Retained Earnings Effect on January 1, 2018 $ 449 3,266 3,715 1,240 - $ 4,955 |
Other Equity Effect on January 1, 2018 |
Re- mark |
|
|---|---|---|---|---|---|---|---|---|
| $ - - - - - $ - |
$ - 3,266 3,266 6,236 - $ 9,502 |
( $ 449 ) - ( 449) 4,996 - $ 4,547 |
(1) (2) (1) (3) (4) |
A. As stock investments that were previously classified as available -for-sale financial assets under IAS 39, the Group elected to designate all of these investments as at and FVTPL and FVTOCI under IFRS 9. As a result, the related other equity-unrealized gain/loss on available-for-sale financial assets of 449 and ( 15,950 ) thousand is reclassified to retained earnings and other equity - unrealized gain/loss on financial assets at FVTOCI.
As stock investments of unpublic offering securities previously measured at cost under IAS 39 are remeasured at fair value, being classified as measured at FVTOCI, based on IFRS 9, an increase in other equity-unrealized gain/loss on financial assets measured at FVTOCI of 6,236 thousand on January 1, 2018.
For those equity investments previously classif ied as measured at cost financial assets under IAS 39, the impairment losses that the Group had recognized have been accumulated in retained earnings. Since these investments were designated as at FVTOCI under IFRS 9 and no impairment assessment is require d, the adjustments would result in a decrease in other equity - unrealized gain/loss on financial assets at FVTOCI of NT$1,240 thousand and an increase in retained earnings of NT$ 1,240 thousand on January 1, 2018.
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B. ; Fund beneficiary certificates investme nts previously measured at cost in accordance with IAS 39 are not classified as eqity instruments, since their interests are not completely calculated by interests paid calculated by principal and principal outstanding, but are classified as mandatorily measured at FVTPL based on IFRS 9. Owing to retrospective application of IFRS 9, retain earnings will be increased 3,266 thousands on January 1, 2018.
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C. ;Debt investments with no active market and bond investments measured at amortised cost previously recognized under IAS 39 by contractual cash flows from interests paid calculated by principal and principal outstanding , and the Group assesses operating models for receiving contractual cash flows, and then classifies the above investments as measured at amortised cost under IFRS 9 with an assessment of expected credit losses, classifying on the basis of the facts and circumstances of investments on January 1, 2018.
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D. ; Notes receivable, trade receivable, and other receivables previously classifying as loans and receivables under IAS 39, were classified as measured at amortized cost with an assessment of expected credit losses under IFRS 9.
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(2) IFRSs issued by IASB but not yet endorsed and issued into effect by the FSC
| IFRSs issued by IASB but not yet endorsed and issued into effect by the FSC | |
|---|---|
| New,Revised or Amended Standards and Interpretations | Effective Date Issued byIASB(Note 1) |
| Annual Improvements to IFRSs 2015-2017 Cycle Amendments to IFRS 9 “Prepayment Features with Negative Compensation” IFRS 16 “Leases” Amendments to IAS 19 “Plan Amendment, Curtailment or Settlement” Amendments to IAS 28 “Long-term Interests in Associates and Joint Ventures” IFRIC 23 “Uncertainty Over Income Tax Treatments” |
January 1, 2019 January 1, 2019 (Note 2) January 1, 2019 January 1, 2019 (Note 3) January 1, 2019 January 1, 2019 |
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Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.
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Note 2: The FSC permits the election for early adoption of the amendments starting from January 1, 2018.
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Note 3: The Group shall apply these amendments to plan amendments, curtailments or settlements occurring on or after January 1, 2019.
IFRS 16 “Leases”
IFRS 16 sets out the accounting standards for leases that will supersede IAS 17 and a number of related interpretations.
Definition of a lease
Upon initial application of IFRS 16, the Group will elect to apply IFRS 16 only to contracts entered into (or changed) on or after January 1, 2019 in order to determine whether those contracts are, or contain, a lease . Contracts identified as containing a lease under IAS 17 and IFRIC 4 will not be reassessed and will be accounted for in accordance with the transitional provisions under IFRS 16.
The Group as lessee
Upon initial application of IFRS 16, the Group will recognize right-of-use assets and lease liabilities for all leases on the consolidated balance sheets except for those whose payments under low-value and short-term leases will be recognized as expenses on a straight-line basis. On the consolidated statements of comprehensive income, the Group will present the depreciation expense charged on right -of-use assets separately from the interest expense accrued on lease liabilities; interest is computed using the effective interest method. On the consolidated statements of cash flows, cash payments for the principal portion of lease liabilities will be classified within financing activities; cash payments for the interest portion will be classified within operating activities. Currently, payments under operating lease contracts are recognized as expenses on a straight -line basis. Cash flows for operating leases are classified within operating activities on the consolidated statements of cash flows. Leased assets and finance lease payables are recognized for contracts classified as finance leases.
- 12 -
The Group anticipates applying IFRS 16 retrospectively with the cumulative effect of the initial application of this standard recognized on January 1, 2019. Comparative information will not be restated.
Lease liabilities will be recognized on January 1, 2019 for leases currently classified as operating leases with the application of IAS 17. Lease liabilities will be measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate on January 1, 2019. Right -of-use assets will be measured at their carrying amount of lease liabilities since the commencement date, and adopted to adjust aforementioned recognized prepaid lease expenses and lease payables . Except for the following practical expedients which are to be applied, the Group will apply IAS 36 to all right-of-use assets.
The Group expects to apply the following practical expedients:
- (A)The Group will apply a single discount rate to a portfolio of leases with reasonably similar characteristics to measure lease liabilities.
(B)The Group will use hindsight, such as in determining lease terms, to measure lease liabilities.
For leases currently classified as finance leases under IAS 17, the carrying amount of right-of-use assets and lease liabilities on January 1, 2019 will be determined as the carrying amount of the leased assets and lease liabilities as of December 31, 2018.
The Group as lessor
Except for sublease transactions, the Group will not make any adjustments for leases in which it is a lessor and will account for those leases with the application of IFRS 16 starting from January 1, 2019.
Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Group’s financial position and financial performance, and will disclose the relevant impact when the assessment is completed.
- (3)New IFRSs in issue but not yet endorsed and issued into effect by the FSC
Effective Date New IFRSs Announced by IASB (Note 1) Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets To be determined by IASB between an Investor and its Associate or Joint Venture”
IFRS 17 “Insurance Contracts” January 1, 2021
- Note 1:Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.
As of the date the consolidated financial statements were authorized for issue, the Company is continuously assessing the possible impact that the application of above standards and interpretations will have on the Company’s financial posi tion and financial performance, and will disclose the relevant impact when the assessment is completed.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- (1)Statement of compliance
These interim consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IAS 34 “Interim Financial Reporting” as endorsed and issued into effect by the FSC. The consolidated financial statements do not present all the disclosures required for a complete set of annual consolidated financial statements prepared under the IFRSs endorsed and issued into effect.
-
13 -
-
(2)Basis of preparation
The consolidated financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value, 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 follow s:
- 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.
-
(3)Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Group and the entities controlled by the Group (i.e. its subsidiaries). When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation. Total comprehensive income of subsidiaries is attributed to the owners of the Group and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
See Note 15 & Tables 2 for the detailed information of subsidiaries , the percentage of ownership and main business.
- (4)Other Significant Accounting Policies
Except for the following with respect to financial instruments and revenue recognition , the accounting policies applied in these consolidated financial statements are consistent with those applied in the consolidated financial statements for the year ended December 31, 2017.
- A. Impairment of tangible and intangible assets
At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indicatio n exists, the recoverable amount of the asset is estimated. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Corporate asse ts are also allocated to individual cash-generating units; otherwise they are allocated to the smallest group of cash-generating units on a reasonable and consistent basis of allocation.
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.
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.
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 determined had no impairment loss, without amortization or depreciation, been recognized for the asset, cash-generating unit or contract cost in prior years. A reversal of an impairment loss is recognized in profit or loss.
-
14 -
-
B. Financial instruments
Financial assets and financial liabilit ies are recognized on consolidated 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 liabilit ies (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 direct ly 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 an d derecognized on a trade date basis.
- a. Measurement category 2018
Financial assets are classified into the following categories: Financial assets at FVTPL, financial assets at amortized cost, and investments in equity instruments at FVTOCI.
- (a)Financial assets at FVTPL
Financial asset is classified as at FVTPL when the financial asset is mandatorily classified as or designated as 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.
At initial recognition, financial assets shall be designated as FVTPL, as designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise.
Financial assets at FVTPL are subsequently measured at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss excludes any dividend or interest earned on the financial asset. Fair value is determined in the manner described in Note 28.
- (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 model whose objective is to hold financial assets in order to collect contractual cash flows; and
-
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, financial assets at amortized cost, including cash and cash equivalents, trade receivable and refundable deposits are measured at amortized cost, which eq uals to gross carrying amount determined by the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.
Interest income is calculated by applying the effective interest rate to multiple the gross carrying amount of a financial asset.
Cash equivalents, held for the purpose of meeting 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 va lue.
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15 -
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(c)Investments in equity instruments at FVTOCI
On initial recognition, the Group may make an irrevocable election to designate investments in equity instruments 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 subsequently measured at fair value with gains and losses arising 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 Group’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.
2017
Financial assets are classified into the following categories: Financial assets at fair value through profit or loss, a vailable-for-sale financial assets, and loans and receivables.
-
(a)Financial assets at fair value through profit or loss
-
Financial asset is classified in this category if it is classified as held for trading or is designated as FVTPL on initial recognition.
Financial assets are classified as being designated on initial recognition at fair value through profit or loss as follows:
-
a).possible for elimination or a significant decrease of inconsistency by measurement or recognization; or
-
b).Performance of a set of or both of financial assets and losses are valuated by based management of fair values, based on the written strategy of risk management and investment. And, the Group shall provide information regarding the investment portfolio, at fair value, to internal anagem ent;or
-
c).A single or a component of an embedded derivative for a hybrid contract is designated as such.
Financial assets at fair value through profit or loss are stated at fair value, with any gains or losses arising on remeasurement recognized in profi t or loss. The net gain or loss recognized in profit or loss without incorporating any dividend or interest earned on the financial asset. Fair value is determined in the manner described in Note 28.
- (b) ; Available-for-sale financial assets
Available-for-sale financial assets are non-derivatives that are either designated as available-for-sale or are not classified as loans and receivables, held-to-maturity investments or financial assets at fair value through profit or loss.
Available-for-sale financial assets are measured at fair value. Changes in the carrying amount of available-for-sale monetary financial assets relating to changes in foreign currency exchange rates, interest income calculated using the effective interest method and dividends on availa ble-for-sale equity investments are recognized in profit or loss. Other changes in the carrying amount of available-for-sale financial assets are recognized in other comprehensive income and will be reclassified to profit or loss when the investment is disposed of or is determined to be impaired.
Dividends on available-for-sale equity instruments are recognized in profit or loss when the Group’s right to receive the dividends is established.
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Available-for-sale equity investments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured and derivatives that are linked to and must be settled by delivery of such unquoted equity investments are measured at cost less any identified impairment loss at the end of each reporting period and are presented in a separate line item as financial assets carried at cost. If, in a subsequent period, the fair value of the financial assets can be reliably measured, the financial assets are remeasured at fair value. The differe nce between the carrying amount and fair value is recognized in other comprehensive income on financial assets. Any impairment losses are recognized in profit and loss.
- (c)Loans and receivables
Loans and receivables (including notes receivable, trade receivable, cash and cash equivalent, debt instrument investments with no active market, and refundable deposits) are measured at amortized cost using the effective interest method, less any impairment, except for interests of short-term receivables recognized is immaterial.
Cash equivalent includes 3 months’ portion of time deposits with highly liquid, readily convertible to a known amount of cash and be subject to an insignificant risk of changes in value of deposits in the bank and repurchase bonds. These cash equivalents are held for the purpose of meeting short -term cash commitments.
- b. Impairment of financial assets
2018
The Group recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including trade receivable).
The Group always recognizes the loss allowance by lifetime Expected Credit Loss (i.e. ECL) for trade receivable on duration . For all other financial instruments, the Group recognizes lifetime ECL when there has been a significant increase in credit risk sinc e initial recognition. If, on the other hand, the credit risk on the financial instrument has not increased significantly since initial recognition, the Group 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 contrast, 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.
The Group recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account, except for investments in debt instruments that are measured at FVTOCI, for which the loss allowance is recognized in other comprehensive income and does not reduce the carrying amount of the financial asset.
2017
Financial assets, other than those at fair value through profit or loss, are assessed for indicators of impairment at the end of each reporting period. Financial asset s are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.
For financial assets carried at amortized cost, such as trade receivable, assets are assessed for impairment on a collective basis even if they were assessed not to be impaired individually. Objective evidence of impairment for a portfolio of receivables could include the Group’s experience of collecting payments, an increase in the number of delayed payments in the portfolio past th e average
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credit period of days, as well as observable changes in national or local economic conditions that correlate with default on rec eivables.
For financial assets carried at amortized cost, the amount of the impairment loss is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets measured at amortized cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment loss was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the financial assets at the date the impairment loss is reversed does not exceed what the amortized cost would have been had the impairment loss not been recognized.
For any available-for-sale equity investments, a significant or prolonged decline in the fair value of the security below its cost is considered to be objective evidence of impairment.
For all other financial assets, objective evidence of impairment could include significant financial difficulty of the issuer or counterparty, breach of contract such as a default or delinquency in interest or principal payments, it becomes probable that the borrower will enter bankruptcy or financial re-organization, or the disappearance of an active market for those financial assets because of financial difficulties.
When an available-for-sale financial asset is considered to be impaired, cumulative gains or losses previously recognized in o ther comprehensive income is reclassified to profit or loss in the year.
In respect of available-for-sale equity securities, impairment loss previously recognized in profit or loss is not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss is recognized in other comprehensive income. In respect of available -for-sale debt securities, impairment loss is subsequently reversed through profit or loss if an increase in the fair value of the investment can be objectively related to an event occurring after the recognition of the impairment loss.
For financial assets that are measured at cost, the amount of the impairment loss is measured as the difference between such an asset’s carrying amount and the present value of the estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment loss will not be reversed in subsequent periods.
The carrying amount of a financial asset is reduced by the impairment loss directly for all financial assets, where the carrying amount is reduced through the use of an allowance account of trade receivable. When trade receivable is considered uncollectible, they are written off ag ainst the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account is recognized in profit or loss except for uncollectible trade receivable that is written off against the allowance account.
c. De-recognition of financial assets
The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.
Before 2017, on derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognized in other comprehensive income is recognized in profit or loss. From 2018, on derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount a nd the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment
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in a debt instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and rece ivable and the cumulative gain or loss that had been recognized in other comprehensive income is recognized in profit or loss. However, on derecognition of an investment in an equity instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss, and the cumulative gain or loss that had been recognized in other comprehensive 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 financi al 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 (convertible bonds) issued by the Group are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
On initial recognition, the fair value of the liabilit y 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 inst rument’s maturity date. Any non-equity embedded derivative liability is measured at fair value.
The conversion option classified as equity is determined by deducting the amount of the liability component from the fair value 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 equity 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 capital 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.
-
C. Revenue recognition
-
2018
The Group identifies the contract with the customers, allo cates 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 software, hardware, accessories, equipment, amd components, etc. Revenue of the Group from sale of goods shall be recognized after shipment, and the Group shall recognize revenues and trade receivable during that period.
2017
Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances. Allowances for sales returns are recognized at the time of sale to access the seller’s reliable estimate of future returns, based on past experience and other relevant factors.
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19 -
-
(A)Sale of goods
-
Revenue from the sale of goods is recognized when all the following conditions are satisfied:
-
a. The Group has transferred to the buyer the significant risks and rewards of ownership of the goods;
-
b. The Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
-
c. The amount of revenues can be measured reliably;
-
d. It is probable that the economic benefits associated with the transaction wi ll flow to the Group; and
-
e. The costs incurred or to be incurred in respect of the transaction can be measured reliably.
-
(B)Revenues from dividends & Interest income
-
Revenues from dividends from investments in shares that are accounted for at equity are recognized when revenues can be stated, under the premise that the Group acquires ecnomic benefits regarding with transactions.
Interest income from a financial asset is recognized when it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable.
- D. Defined benefits of retirement
Pension cost for an interim period is calculate d on a year-to-date basis by using the actuarially determined pension cost rate at the end of the prior financial year, adjusted for significant market fluctuations since that time and for significant plan amendments, settlements, or other significant one -off events.
- E. ;Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax. The interim period income tax expense is accrued using the tax rate that would be applicable to expected total annual earnings, that is, the esti mated average annual effective income tax rate applied to the pre -tax income of the interim period. The effect of a change in tax rate resulting from a change in tax law is recognized consistent with the accounting for the transaction itself which gives ri se to the tax consequence, and is recognized in profit or loss, other comprehensive income or directly in equity in full in the period in which the change in tax rate occurs.
- F. Investments in associates
An associate is an entity over which the Company has s ignificant influence 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 and a joint venture are initia lly recognized in the consolidated balance sheet at cost and adjusted thereafter to recognize the Company’s share of the profit or loss and other comprehensive income of the associate and joint venture. The Company also recognizes the changes in the equity of associates attributable to it.
When the Company subscribes for additional new shares of the associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Comp any’s proportionate interest in the associate and joint venture. The Company records such a difference as an adjustment to investments accounted for by the equity method, with a corresponding amount charged or credited to capital surplus-Changes in net values of share of profit or loss of associated and joint ventures. If the Company’s ownership interest is reduced due to the additional subscription of the new shares of associate, the proportionate amount of the gains or losses previously recognized in othe r comprehensive income in relation to that associate and joint venture is reclassified to profit or loss on the same basis as would be required if the investee 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 debited to retained earnings.
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The entire carrying amount of the investment (including goodwill) is tested for impairment as a single asset by comparing its recoverable amount 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.
5. ;CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION AND UNCERTAINTY
Key sources of the same critical accounting judgments, estimates and uncertainty assumption have been followed in these consolidated financial statements for the year ended December 31, 2017.
6. CASH AND CASH EQUIVALENTS
| CASH AND CASH EQUIVALENTS | |||||
|---|---|---|---|---|---|
| Cash on hand and deposits in banks Checking accounts and demand deposits Cash equivalents Time deposits in banks Repurchase Bond Others |
June 30, 2018 $ 105 377,488 9,980 238,048 1 $ 625,622 |
December 31, 2017 $ 157 522,509 173,773 44,678 2 $ 741,119 |
June 30, 2017 |
||
| $ 395 637,411 - 243,199 2 $ 881,007 |
As the end of reporting period, the interest rate at market of deposits, repurchase bonds, and time deposits is as follows :
| Cash in banks Repurchase Bond Deposits in banks |
June 30, 2018 0.01% ~0.46%2.15% ~2.86%0.60% |
December 31, 2017 0.01%-0.46% 1.90% 0.60%-2.13% |
June 30, 2017 |
|---|---|---|---|
0.01%~0.46%1.7% ~1.8%- |
7. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
Financial assets-currentDesignated as at fair value through profit or loss Domestic convertible bond Held-to-maturity Derivatives (Not assigned for hedge) -Redemption & sell right forconvertible bonds Non-derivative financial assets -Domestic public offeringsecurities -Fund beneficiarycertification Total Mandatorily measured at FVTPL Derivatives (Not assigned for hedge) -Redemption & sell right forconvertible bonds -Foreign Exchange ForwardContract (1) Non-derivative assets -Domestic public offeringsecurities -Fund beneficiarycertification Total |
June 30, 2018 $ 39,739 - - - - $ 6 1,728 258 40,049 42,041 $ 81,780 |
December 31, 2017 51,009 4 325 - 329 $ - - - - - $ 51,338 |
June 30, 2017 |
||
|---|---|---|---|---|---|
| $ 72,151 1 406 927 1,334 $ - - - - - $ 73,485 |
(Continued)
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Financial assets-non-currentMandatorily measured at FVTPL Non-derivative assets -Domestic public offeringsecurities -Fund beneficiarycertification |
June 30, 2018 $ 14,520 26,190 $ 40,710 |
December 31, 2017 $ - - $ - |
June 30, 2017 |
||
|---|---|---|---|---|---|
| $ - - $ - |
(Concluded)
- (1)As the end of the reporting period, current credit linked notes are as follows: June 30, 2018
| June 30, 2018 | ||||
|---|---|---|---|---|
| Foreign exchange contracts Foreign exchange contracts |
Buy/Sell Buy Buy |
Currency USD/NTD USD/NTD |
MaturityDate 2018.10.09 2018.07.25 |
Notional Amount (In Thousands) |
| USD 1,200/NTD 35,544 USD 1,000/NTD 29,740 |
The Group entered into forward exchange contracts to manage exposures due to exchange rate fluctuations of foreign currency denominated assets and liabilities.
- Financial assets measured at FVTOCI -2018
| Financial assets measured at FVTOCI-2018 | ||
|---|---|---|
| Current Investments in equity instruments at FVTOCI Non-current Investments in equity instruments at FVTOCI nvestments in equity instruments at FVTOCI Current Domestic Publicly traded stock Non-current Domestic Non-publicly traded and emerging stock Non-publicly traded stock |
June 30,2018 | |
| $ 16,270 $ 112,630 June 30,2018 |
||
| $ 16,270 $ 109,244 3,386 $ 112,630 |
Investments in equity instruments at FVTOCI
These long-term investments in equity instruments 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 consistent with the Company’s strategy of holding these investments for long-term purposes. These investments in equity instruments were classified as available-for-sale under IAS 39. Refer to Note 3, Note 10 and Note 11 for information relating to their reclassification and comparative information for 2017.
The Group acquired preferred shares of 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 , and CTBC Financial Holding Co., Ltd. Preferred Shares B , with investment amount of NT$2,198, 2,049, 20,769, 8,199, and 4,811 thousand in May and June, 2018, respectively, and recognized these investment as financial assets measured at FVTOCI, held for medium to long-term business development strategic purposes .
As of January and March, 2018, the Company sold shares of common stocks for NT$339 and NT$856 thousand of ASLAN PHARMACEUTICALS LIMITED(ASLAN-KY), and Chunghwa Precision Test Tech. Co., Ltd. (CHPT) for decreasing investment risks. The related other equity-unrealized gain or loss on financial assets at FVTOCI of NT$ (774) thousand were transferred to retained earnings.
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The Group recognized NT$ 456 and 456 thousand of dividends income, for three and six months ended June 30, 2018.
9. FINANCIAL ASSETS AT AMORTIZED COST -2018
| FINANCIAL ASSETS AT AMORTIZED COST-2018 | ||
|---|---|---|
| Current Domestic investment Time deposits with original maturities more than three months(1) Non-current Domestic investment Pledged Time Deposit (2) |
June 30,2018 | |
| $ 568,280 12,586 $ 580,866 |
-
(1) As of June 30, 2018, the market interest rate of time deposit over 3 months portion is 0.88%~2.83%, respectively. Time deposit over 3 months portion previously was classified as debt investments with no active market under IAS 39. Please refer to Note 3 and 12 for information relating to their reclassification and comparative information for 2017.
-
(2) Please refer to Note 30 for more details on financial assets at amortised cost under pledge.
-
AVAILABLE -FOR - SALE FINANCIAL ASSETS -2017
| Domestic Publicly traded and emerging stock Current portion Non-current portion |
December 31,2017 $ 90,289 $ 21,724 $ 68,565 |
June 30,2017 | June 30,2017 |
|---|---|---|---|
| $ 64,044 $ 7,433 $ 56,611 |
Please refer to Note 30 for details on available-for-sale financial assets under pledge.
- FINANCIAL ASSETS CARRIED AT COST-2017
| December 31,2017 | December 31,2017 | June 30,2017 | June 30,2017 | |
|---|---|---|---|---|
| Non-current | ||||
| Domestic unpublic offering securities | ||||
| Unex Technology Corporation | $ | 510 | $ | 510 |
| Jotangi technology Co., Ltd. | - | - | ||
| Ijoing, Inc. | - | - | ||
| Fund Beneficiary Certification | ||||
| Yuanta Diamond Funds SPC | 21,144 | - | ||
| Distinguished by the assessing types of | $ | 21,654 | $ | 510 |
| financial assets | ||||
| Available-for-sale financial assets | $ | 21,654 | $ | 510 |
| Shares of Jotangi technology Co., Ltd. and | Ijoing, Inc. had been adjusted into | |||
| financial assets measured at cost - non-current in April and December 2017. Please | ||||
| reference for Note 16. |
12. DEBT INVESTMENTS WITH NO ACTIVE MARKET-2017
| Current Time deposit over 3 months’ portion (1) Non-current Pledged Time Deposit (2) |
December 31,2017 $ 212,366 $ 11,539 |
June 30,2017 | June 30,2017 |
|---|---|---|---|
| $ 264,498 $ 11,379 |
-
(1) On December 31 and June 30, 2017, the market interest rate of time deposit over 3 months portion is 0.60%
~2.13%, 1.01%~1.32%, respectively. -
(2) Please refer to Note 30 for more details on debt investments with no active market under pledge.
-
23 -
| 13. | NOTES AND TRADE RECEIVABLE Notes receivable For operating Deduct:Allowance for bad debts Trade receivable Measured at amortised cost Total carrying values Deduct:Allowance for bad debts ( |
NOTES AND TRADE RECEIVABLE Notes receivable For operating Deduct:Allowance for bad debts Trade receivable Measured at amortised cost Total carrying values Deduct:Allowance for bad debts ( |
NOTES AND TRADE RECEIVABLE Notes receivable For operating Deduct:Allowance for bad debts Trade receivable Measured at amortised cost Total carrying values Deduct:Allowance for bad debts ( |
June 30, 2018 $ 101,484 - $ 101,484 $ 1,536,228 36,285) $ 1,499,943 |
December 31, 2017 $ 185,925 - $ 185,925 $ 1,503,811 37,571) $ 1,466,240 |
June 30, 2017 |
||
|---|---|---|---|---|---|---|---|---|
| Notes receivable For operating Deduct:Allowance for bad debts Trade receivable Measured at amortised cost Total carrying values Deduct:Allowance for bad debts |
||||||||
( |
( |
( |
$ 98,836 - $ 98,836 $ 1,345,885 77,215) $ 1,268,670 |
For the Six Months Ended June 30, 2018
The average credit period of sales of goods of the Group was 60-90 days, and no interest was charged on trade receivable.
In order to minimize credit risk, the Group’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 Group reviews the recoverable amount of each individual trade receivable at the end of the reporting period to ensure that adequate allowance is made for possible irrecoverable amounts. In this regard, the Group’s management believes the Group’s credit risk was significantly reduced.
The Group applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which permits the use of lifetime expected loss provision for all trade receivable. The expected credit losses of trade receivable on durable are estimated using a provision matrix by reference to past defaul t experience of the debtor and an analysis of the debtor’s current financial position and past experience of receivable,and the change in global and regional economic conditions of uncollectible accounts, deciding the rate of the expected credit losses by the level of credit limits of customers and actual conditions, based on the degree of doubtful accounts triggered by customers of different industries.
The following table details the loss allowance of trade receivable:
June 30, 2018
| Total carrying values Allowance for losses( Expected credit losses on duration) Amortized cost |
Credit Rank A |
Credit Rank B |
Credit Rank C |
Credit Rank D |
Credit Rank E |
Credit Rank G |
Credit Rank H |
Total | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
( |
$269,914 149) $269,765 |
( |
$976,492 2,962) $973,530 |
( |
$111,382 1,266) $110,116 |
( |
$ 80,112 1,619) $ 78,493 |
( |
$ 63,012 4,915) $ 58,097 |
( |
$ 34,624 25,371) $ 9,253 |
( |
$ 692 3) $ 689 |
$1,536,228 ( ___ 36,285) $1,499,943 |
The above rate of the expected credit losses of the Group, the customer of credit rank A~E shall be accessed between 0.05% and 16.00%. Credit rank G is customers whose credit limit were blacklisted or who transacts with the Group at first time, being accessed by 90%~100%. Credit rank H is of foreign customers, being accessed by 0.05%~1.00%.
- 24 -
Aging analysis of trade receivable, net :
Aging analysis of trade receivable, net: |
||
|---|---|---|
| 0~60 days 61~90 days 91~120 days Over 121 days Total |
June 30, 2018 |
|
| $ 1,031,133 270,995 80,578 153,522 $ 1,536,228 |
The above aging analysis was based on the beginning booked date.
The following table details information about the change in the loss allowance of trade receivable:
| receivable: | ||
|---|---|---|
| Balance at January 1, 2018 (IAS 39) Effect of retrospective application of IFRS 9 Balance at January 1, 2018 (IFRS 9) Deduct:Reversal of impairment losses Balance at June 30, 2018 |
For the Six Months Ended June 30, 2018 |
|
| $ 37,571 - 37,571 ( 1,286) $ 36,285 |
For the Six months ended June 30, 2017
The Group’s policy of credit limit in 2017 is the same as that in 2018.
Aging analysis of trade receivable, net:
| Aging analysis of trade receivable, net: | |||
|---|---|---|---|
| 0~60 days 61~90 days 91~120 days Over 121 days Total |
December 31,2017 $ 795,750 300,932 247,958 159,171 $ 1,503,811 |
June 30,2017 | |
| $ 911,791 166,890 97,832 169,372 $ 1,345,885 |
The above aging analysis was based on the beginning booked date.
As of December 31 and June 30, 2017, the Group’s trade receivable hadn’t been past due and impaired amounted.
The movements of the loss allowance of trade receivable were as follows:
Movements of the allowance for bad debts :
Balance at January 1, 2017 Add: Impairment losses/ bad debt expenses recognized on receivables Balance at June 30, 2017 |
Trade recivable $ 10,844 66,371 $ 77,215 |
uncollectible receivable $ 337 - $ 337 |
Total | |
|---|---|---|---|---|
| $ 11,181 66,371 $ 77,552 |
14. INVENTORIES
| NVENTORIES | |||||
|---|---|---|---|---|---|
| Raw materials Work in process Finished goods Commodities |
June 30, 2018 $ 4,547 11,315 2,181 491,357 $ 509,400 |
December 31, 2017 $ 15,641 8,591 659 465,673 $ 490,564 |
June 30, 2017 |
||
| $ 5,044 3,884 4,015 350,764 $ 363,707 |
Allowance for inventory valuation and obsolescence loss , and reversal of the reserve for inventory write-downs resulting from the increase in net realizable value in the amount of NT$7,712 thousand and NT$15,235 thousand, respectively, were included in the cost of revenue for the three months ended from April 1 to June 30, 2018 and 2017 ; and the increase in net realizable value in the amount of NT$316 and NT$5,434 thousand,
- 25 -
respectively, were included in the cost of revenue for th e six months ended June 30, 2018 and 2017. The increase in net realizable value of inventories is recognized by disposal of the realized price losses of commodities.
15. SUBSIDIARIES
- (1)Subsidiaries included in the co nsolidated financial statements
The consolidated entities were as follows:
| Investor | Investee | Nature of Activities |
Proportion of Ownership (%) | Proportion of Ownership (%) | Proportion of Ownership (%) | Re- mark |
|---|---|---|---|---|---|---|
| June 30, 2018 |
December 31, 2017 |
June 30, 2017 |
||||
| The Company Zerone Win Investment Co., Ltd. |
Zotech technology Co., Ltd. Zerone Win Investment Co., Ltd. WingWill International Co., Ltd. PetaCom technology Co., Ltd. |
Manufacturing for computer equipment Investment Services of Cloud & information software Services of information product agent |
85.37% 100.00% 70.00% 100.00% |
85.37% 100.00% 70.00% 100.00% |
85.37% 100.00% - - |
A A,B A,C A,D |
-
A. These are not significant subsidiaries, and its financial statements haven’t been reviewed by CPAs, beside the management personnel of the Group considers no material influence as financial statements of the above subsidiaries haven’t been reviewed by CPAs.
-
B. Zerone Win Investment Co., Ltd. was established on April, 2017.
-
C. WingWill International Co., Ltd. was established on July, 2017.
-
D. PetaCom technology Co., Ltd. was established on July, 2017.
-
(2)Subsidiaries excluded from the consolidated financial statements
:None.
16. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
| Name of Associates Insignificant associates Trident Pacific Co., Ltd. Ijoing, Inc. Chi-Ta International Co., Ltd. Name of the Company Trident Pacific Co., Ltd. Ijoing, Inc. Chi-Ta International Co., Ltd. |
June 30, 2018 $ 2,003 - - $ 2,003 June 30, 2018 29.82% - 30.00% |
December 31, 2017 $ 4,446 - - $ 4,446 December 31, 2017 29.53% - 30.00% |
June 30, 2017 |
||
|---|---|---|---|---|---|
| $ 8,651 524 - $ 9,175 June 30, 2017 |
|||||
| 29.53% 43.98% 30.00% |
The group invested and founded Chi-Ta International Co., Ltd., that engaged mainly in researching and manufacturing hardware 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 NT 7,243 of impairment losses thousand in 2015, and recognized book value of 0 thousand after recognized deficits.
The Group invested Ijoing Co., Ltd., engaging in publishing mobile games and information software, with investment amount to 5,000 thousand, and share-holding ratio of 43.98% in June, 2016. Ijoing Co., Ltd increased cash capital in December, 2017, without subscribing by share-holding ratio, the Group’s share-holding ratio decreasing
- 26 -
from 43.98% to 10.00%. The Group lost material influences, and recognized it as financial assets measured at cost-non-current.
Jotangi technology Co., Ltd. increased cash capital in Apri l, 2017. Since the Group hasn’t subscribed more shares, it losses material influences, the Group’s share-holding ratio decreasing from 31.85% to 16.94%, and recognizes it as financial assets measured at cost-non-current.
The group invested Trident Pacific technology, Co., Ltd., engaging in researching, developing and packaging of space flight equipment, with investment amount to NT 9,450 thousand, and share-holding ratio of 29.53% in March, 2017. Since it decreased capital in January, 2018, its share-holding ratio changed into 29.82%.
Investments for equity method as well as profit(loss), and other comprehensive income of the Group, haven’t been calculated by reviewed financial report of CPAs, beside the management personnel of the Group considers no mate rial influence as financial statements of the above subsidiaries haven’t been reviewed by CPAs.
17. PROPERTY, PLANT AND EQUIPMENT
| PROPERTY, PLANT AND EQUIPMENT | |||||
|---|---|---|---|---|---|
| Land Buildings Machinery equipment Office equipment Delivery equipment Other equipment |
June 30, 2018 $ 234,892 59,243 118 14,807 2,212 3,976 $ 315,248 |
December 31, 2017 $ 234,892 60,151 462 13,827 - 751 $ 310,083 |
June 30, 2017 |
||
| $ 234,892 61,059 924 7,247 - 1,257 $ 305,379 |
Except for depreciation recognized, property, plant and equipment haven’t been increased, disposed and impaired for the six months ended June 30, 2018 and 2017.
Depreciation expenses were depreciated on a straight-line basis over the estimated useful life of the asset:
| useful life of the asset: | |
|---|---|
| Buildings | 7-50 Years |
| Machinery equipment | 3 Years |
| Office equipment | 3-5 Years |
| Delivery equipment | 5 Years |
| Other equipment | 2-3 Years |
Please refer to Note 30 for more details on property, plant and equipment under pledge .
18. ; LONG -TERM LOANS
| LONG-TERM LOANS | |||||
|---|---|---|---|---|---|
Guaranteed Loan(Note 30)-Broker Loan |
June 30, 2018 $ - |
December 31, 2017 $ - |
June 30, 2017 |
||
| $ 4,000 |
Interest rate of bank loans is 1.7% on June 30, 2017.
19. ; OTHER PAYABLE
| OTHER PAYABLE | |||||
|---|---|---|---|---|---|
| Dividends payable Salaries and bonuses payable Employees', directors', and supervisors' compensation payable Others BOND PAYABLE Unsecure domestic convertible Deduct:Discounted bond payable Total of bond payable Deduct:due components in a year Total |
June 30, 2018 $ 159,484 28,096 24,910 85,234 $ 297,724 June 30, 2018 $ 6,500 93) 6,407 6,407) $ - |
December 31, 2017 $ - 54,177 15,658 65,047 $ 134,882 December 31, 2017 $ 10,000 ( 267) 9,733 ( 9,733) $ - |
June 30, 2017 |
||
| $ 147,290 23,615 22,923 51,704 $ 245,532 June 30, 2017 |
|||||
( ( |
( ( |
( ( |
$ 13,100 499) 12,601 12,601) $ - |
20. ; BOND PAYABLE
- 27 -
On May 19, 2014, ZOTC issued no any interest unsecured convertible bonds (the second tranche). The bonds had an aggregate face value of $500,000 thousand, with each unit having a face value of NT$100 thousand, and the offering price was $100.2% 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 issuance date.
Within the period between one month after the issuance date and 40 days before t he 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 Group 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, 2017, liability components Interest (2.0618%) Convertible bonds changed into ordinary shares ( Balance on June 30, 2017, liability components Balance on January 1, 2018, liability components Interest (2.0618%) Convertible bonds changed into ordinary shares ( Balance on June 30, 2018, liability components |
$ 28,563 188 16,150) $ 12,601 $ 9,733 82 3,408) $ 6,407 |
|---|---|
21. RETIREMENT BENEFIT PLANS
For the three and six months ended June 30, 2018 and 2017, the Group’s pension costs under the defined contribution method were made payment $1 46, $155, 291, and 309 thousand, respectively, decided by actuarial pension costs rate in 2017, and 2016 .
22. EQUITY
- (1)Ordinary Shares
| UITY Ordinary Shares |
||||||
|---|---|---|---|---|---|---|
| Authorized shares (in thousands) Authorized capital Issued and paid shares (in thousands) Issued capital |
June 30, 2018 150,000 $ 1,500,000 122,708 $ 1,227,081 |
December 31, 2017 150,000 $ 1,500,000 122,480 $ 1,224,804 |
June 30, 2017 |
|||
| 150,000 $ 1,500,000 122,260 $ 1,222,596 |
The change in share capital is mainly due to bonds payable that changes into ordinary shares, and employee stock options exercised .
- (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 Stock options Employees stock options |
June 30, 2018 $ 398,084 25,343 2,481 895 553 12,412 $ 439,768 |
December 31, 2017 $ 396,486 25,343 $ 2,481 300 850 8,675 $ 434,135 |
June 30, 2017 |
||
| $ 394,912 25,343 2,481 - 1,113 6,621 $ 430,470 |
-
28 -
-
A. Such capital surplus may be used to offset a deficit; in addition, when the Group has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Group’s paid-in capital surplus and once a year).
-
B. The capital surplus from share of unrealized changes in equities of subsidiaries not acquired or disposed is an affective recognized by changes in equity of subsidiaries, or the Group recognizes subsidiaries’ capital surplus adjustments for equity method.
-
(3)Retained earnings and dividend policy
The Group’s Articles of Incorporation provide th at, 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 reser ve. Any balance left over shall be added accumulated undistributed earnings of previous year and and allocated according to the resolution, provided from the board meeting, of the shareholders’ meeting. Please reference the distribution policy regulated by the Group’s Articles of Incorporation of employees’, directors’ and supervisors’ compensation for Note 23-6.
Distribution of earnings shall be made preferably by way of surplus cash dividend, according to future capital budget plan, and operating fund requirements. The Group considers its influences on diluted earning per shares and return on equity, but the ratio for cash dividend shall not exceed 10% of the total distribution.
The appropriation for legal capital reserve shall be made until the reserve equals the Group’s paid-in capital. The reserve may be used to offset a deficit, or be distributed as dividends in cash for the portion in excess of 25% of the paid -in capital if the Group incurs no loss.
Under Rule No. 1010012865 and Rule No. 1010047490 issued by the FSC and the directive titled “Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs”, the Group shall appropriate or reverse to a special reserve.
The appropriations of 2017 and 2016 earnings have been approved by ZOTC’s shareholder’s meeting held on June 11, 2018 and June 14, 2017, respectively, were as follows:
| The appropriations of 2017 and 2016 earnings have been approved by ZOTC’s shareholder’s meeting held on June 11, 2018 and June 14, 2017, respectively, were as follows: |
been approved by ZOTC’s 2017, respectively, were as |
been approved by ZOTC’s 2017, respectively, were as |
been approved by ZOTC’s 2017, respectively, were as |
|---|---|---|---|
| Appropriation of Earnings Dividends Per Share(NT$) For Fiscal Year 2017 For Fiscal Year 2016 For Fiscal Year 2017 For Fiscal Year 2016 Legal capital reserve $ 19,598 $ 22,408 Special reserve ( 1,222 ) ( 6,153 ) Cash dividends 159,484 146,690 $ 1.3 $ 1.2 Other equity A. Unrealized Gain/Loss from Available -for sale Financial Assets Balance at January 1, 2017 ( $ 16,723 ) In respect of the current period Unrealized profits and losses ( 4,105) Balance at June 30, 2017 ($ 20,828) Balance at January 1, 2018 (IAS 39) ( $ 15,501 ) Effect of retrospective application of IFRS 9 15,501 Balance at January 1, 2018 (IFRS 9) $ - |
Dividends Per Share(NT$) | ||
| For Fiscal Year 2017 |
$ |
For Fiscal Year 2016 |
|
| $ 1.2 16,723 ) 4,105) 20,828) 15,501 ) 15,501 - |
|||
| $ | |||
| $ | |||
| $ |
(4)Other equity
- 29 -
B. Unrealized Gain/Loss from financial assets measured at FVTOCI
Balance at January 1, 2018(IAS 39)Effect of retrospective application of IFRS 9 Balance at January 1, 2018 (IFRS 9)In respect of the current period Unrealised profits and losses -equity instrumentsCumulative unrealized gain (loss) of equity instruments transferred to retained earnings due to disposal Balance at June 30, 2018 |
For the Six Months Ended June 30, 2018 |
For the Six Months Ended June 30, 2018 |
|---|---|---|
( ( ( |
$ - 10,954) 10,954 ) 9,450 774 $ 730) |
23. NET INCOME
| NET INCOME | |||||||
|---|---|---|---|---|---|---|---|
| (1)Other income Interest income Financial assets at amortised cost Cash in banks Debt investments with no active market Financial assets at FVTPL Dividend income Rental income Others (2)Other gains and losses Net foreign exchange profit(loss) Net gain arising on financial assets at FVTPL |
For the Three Months Ended June 30, 2018 $ 3,408 1,219 - - 456 57 103 $ 5,243 For the Three Months Ended June 30, 2018 $ 582 2,364 $ 2,946 |
For the Three Months Ended June 30, 2017 $ - 711 1,918 157 415 71 836 $ 4,108 For the Three Months Ended June 30, 2017 |
For the Six Months Ended June 30, 2018 |
For the Six Months Ended June 30, 2017 $ - 1,353 3,190 240 415 143 895 $ 6,236 For the Six Months Ended June 30, 2017 ( $ 4,180 ) 2,739 ($ 1,441) |
|||
| $ 5,046 1,955 - - 456 176 618 $ 8,251 For the Six Months Ended June 30, 2018 |
|||||||
| ( ( |
$ 2,589 ) 1,642 $ 947) |
( |
$ 432 ) 3,083 $ 2,651 |
$ 4,180 ) 2,739 $ 1,441) |
- 30 -
(3)Financial costs
| (3)Financial costs | ||||
|---|---|---|---|---|
| For the Three Months Ended June 30, 2018 Interests on bank borrowings $ - Interests on convertible bonds 34 Total $ 34 (4)Depreciation & amortization For the Three Months Ended June 30, 2018 Property, plant and equipment $ 2,887 Intangible assets 174 $ 3,061 An analysis of depreciation by function Operating costs $ 288 Operating expenses 2,599 $ 2,887 An analysis of amortization by function Operating expenses$ 174 (5)Employee benefits expense For the Three Months Ended June 30, 2018 Post-employment benefits Defined contribution plans $ 2,187 Defined benefit plans (Note 21)146 2,333 Share-Based Payment Equity Swap 2,186 Other employee benefits 62,811 Total $ 67,330 Employee benefits expense summarized by function Recognized in cost of revenue $ 1,005 Recognized in operating expenses 66,325 $ 67,330 |
For the Three Months Ended June 30, 2017 $ 17 66 $ 83 For the Three Months Ended June 30, 2017 $ 1,748 388 $ 2,136 $ 344 1,404 $ 1,748 $ 388 For the Three Months Ended June 30, 2017 $ 1,781 155 1,936 1,422 48,937 $ 52,295 $ 960 51,335 $ 52,295 |
For the Six Months Ended June 30, 2018 $ - 82 $ 82 For the Six Months Ended June 30, 2018 $ 5,498 349 $ 5,847 $ 577 4,921 $ 5,498 $ 349 For the Six Months Ended June 30, 2018 $ 4,068 291 4,359 4,380 118,911 $ 127,650 $ 2,133 125,517 $ 127,650 |
For the Six Months Ended June 30, 2017 |
|
| $ 42 188 $ 230 For the Six Months Ended June 30, 2017 |
||||
| $ 3,307 752 $ 4,059 $ 597 2,710 $ 3,307 $ 752 For the Six Months Ended June 30, 2017 |
||||
| $ 3,669 309 3,978 2,844 97,514 $ 104,336 $ 2,188 102,148 $ 104,336 |
- 31 -
(6)Employees’, directors, and supervisors’ compensation
ZOTC shall allocate compensation to employees’, Director’s, and Supervisor’s of ZOTC not less than 1%~15% and not more than 3% of annual profits during the period, respectively, and the estimate of employees’, Director’s, and Supervisor’s compensation for the three and six months ended June 30, 2018 and 2017 is as follows:
Estimate Rate
| Employee compensation Director’s & Supervisor’s compensation Amount Employee compensation Director’s & Supervisor’s compensation |
For the Three Months Ended June 30, 2018 4.00% 2.00% For the Three Months Ended June 30, 2018 $ 2,838 1,419 |
For the Three Months Ended June 30, 2017 |
For the Six Months Ended June 30, 2018 4.00% 2.00% For the Six Months Ended June 30, 2018 $ 6,168 3,084 |
For the Six Months Ended June 30, 2017 |
|---|---|---|---|---|
| 4.00% 2.00% For the Three Months Ended June 30, 2017 |
4.00% 2.00% For the Six Months Ended June 30, 2017 |
|||
| $ 2,724 1,362 |
$ 3,555 1,777 |
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’, director’s, and supervisor’s compensation in 2017 and 2016 have been approved by ZOTC’s Board of Directors in its meeting held on Feburary 26, 2018 and Feburary 24, 2017, respectively, were as follows:
| Employee compensation Director’s & Supervisor’s compensation |
2017 Cash Stock $ 10,439 $ - 5,219 - |
2016 | 2016 |
|---|---|---|---|
| Cash $ 10,439 5,219 |
Cash $ 11,152 5,576 |
Stock | |
| $ - - |
The distribution amount of employees’, director’s, and supervisor’s compensation in 2017, and 2016 has no difference compared to the recognized amount of consolida ted financial statements in 2017 and 2016.
Please search for relevant information about employees’, director’s, and supervisor’s compensation, decided by the board of directors in 2018 and 2017, on the website of “Market Observation Post System” of TWSE.
(7)Foreign exchange gain (loss)
| Foreign exchange gain Foreign exchange loss Loss(Profit), net |
For the Three Months Ended June 30, 2018 $ 1,396 ( 814) $ 582 |
For the Three Months Ended June 30, 2017 |
For the Three Months Ended June 30, 2017 |
For the Six Months Ended June 30, 2018 $ 2,398 ( 2,830) ($ 432) |
For the Six Months Ended June 30, 2017 |
For the Six Months Ended June 30, 2017 |
|---|---|---|---|---|---|---|
( |
( ( |
$ 6,485 9,074) $ 2,589) |
( ( |
$ 35,745 39,925) $ 4,180) |
- 32 -
24. INCOME TAXES
(1)Income tax recognized in profit or loss
The major components of tax expe nses were as follows:
| Current tax In respect of the current period Adjustments for prior periods Deferred tax Deferred tax for the period Income tax expense recognized in profit or loss |
For the Three Months Ended June 30, 2018 $ 19,456 ( 348) 19,108 ( 3,046) $ 16,062 |
For the Three Months Ended June 30, 2017 $ 20,810 1 20,811 ( 3,972) $ 16,839 |
For the Six Months Ended June 30, 2018 $ 33,860 ( 348) 33,512 ( 4,796) $ 28,716 |
For the Six Months Ended June 30, 2017 |
For the Six Months Ended June 30, 2017 |
|---|---|---|---|---|---|
( ( |
( |
( ( |
( |
$ 29,682 1 29,683 9,376) $ 20,307 |
The Income Tax Act in the ROC was amended in 2018 and the corporate income tax rate was adjusted from 17% to 20% effective in 2018. The change in tax rate on deferred tax losses was recognized as the change in tax rate incurred at the current period. In addition, the rate of the corporate surtax applicable to 2018 unappropriated earnings will be reduced from 10% to 5%.
- (2)Income tax expense recognized in other comprehensive income
| Deferred income tax Tax rate changes -Remeasurement ofdefined benefit plans Total income tax expense recognized in other comprehensive income |
For the Three Months Ended June 30, 2018 $ - $ - |
For the Three Months Ended June 30, 2017 $ - $ - |
For the Six Months Ended June 30, 2018 $ 438 $ 438 |
For the Six Months Ended June 30, 2017 |
For the Six Months Ended June 30, 2017 |
|---|---|---|---|---|---|
| $ - $ - |
- (3)Income tax assessment
The Company and subsidiaries’ income tax returns have been assessed by the Tax Authority as follows:
| The Company and subsidiaries’ income tax returns have been Authority as follows: |
assessed by the Tax |
|---|---|
| Co. Name The company Zotech technology Co., Ltd. Zerone Win Investment Co., Ltd. WingWill International Co., Ltd. PetaCom technology Co., Ltd. |
Year of Assessment |
| 2015 2016 --- |
25. EARNINGS PER SHARE
The earnings and weighted average number of ordinary shares outstanding in the computation of earnings per share were as follows:
- 33 -
;Net Profit for the Period
| ;Net Profit for the Period | |||||
|---|---|---|---|---|---|
| Net Profit for the Period 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 used in the computation of basic (loss) earnings per share Effect of potentially dilutive ordinary shares: Convertible bonds Employees’ compensation Employee share options Weighted average number of ordinary shares used in the computation of diluted earnings per share |
For the Three Months Ended June 30, 2018 $ 56,611 32 $ 56,643 For the Three Months Ended June 30, 2018 122,680 425 609 581 124,295 |
For the Three Months Ended June 30, 2017 $ 47,178 67 $ 47,245 For the Three Months Ended June 30, 2017 122,241 788 718 85 123,832 |
For the Six Months Ended June 30, 2018 $ 118,893 77 $ 118,970 For the Six Months Ended June 30, 2018 122,580 525 653 511 124,269 |
For the Six Months Ended June 30, 2017 |
|
| $ 63,231 189 $ 63,420 For the Six Months Ended June 30, 2017 |
|||||
| 121,839 1,191 772 112 123,914 |
If the Group will distribute bonus to employees and the bonus will be settled in cash or shares, the Group will assume that the entire amount of the compensation or bonus will be settled in shares and the resulting potential 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 in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.
The exercise price of the second issued employee stock options is higher than average market price of shares for the three and six months ended June 30, 2017. Owing to anti-diluted, it doesn’t be calculated in each diluted earnings per share.
The exercise price of the third issued employee stock options is higher than average market price of shares for the three and six months ended June 30, 2018. Owing to anti-diluted, it doesn’t be calculated in each diluted earnings per share.
26. ;SHARE -BASED PAYMENT ARRANGEMENTS
In August 2015, September 2016 and January 2018, 1,000, 1,860 and 2,000 options were granted to qualified employees of the Group. Each option entitles the holder to subscribe for 1,000 thousand ordinary shares of the Group when exercisable. The options granted are valid for 6 years and shall be excercised 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 the Group’s ordinary shares on the grant date. For any subsequent changes in the Group’s ordinary shares, the exercise price will be adjusted by the regulated formula, accordingly.
- 34 -
Information about employees’ stock options was as follows:
For the Six Months Ended June For the Six Months Ended June 30, 2018 30, 2017
| Employee Stock options Balance, beginning of period Options vested Options exercised Invalid options Outstanding options at the end of the period Options exercised at the end of the period Weighted-average fair value of options vested(NT$) |
Number of Options (In Thousands) 2,633 2,000 ( 9 ) ( 60 ) 4,564 144 $ 6.67 |
Weighted Average Exercise Price (NT$) $ 15.23 19.85 13.90 14.90 17.26 |
Number of Options (In Thousands) 2,860 - - - 2,860 - $ - |
Weighted Average Exercise Price (NT$) |
|---|---|---|---|---|
| ( ( |
$ 16.50 - - - 16.50 |
Information about outstanding options at the end of reporting period was as follows:
| June 30,2018 Range of Exercise Price(US$) Weighted- Over-Age Remaining Contractual Life (Years) $ 13.90 (Note) 3.17 15.90 (Note) 4.18 19.85 5.51 |
December 31,2017 Range of Exercise Price(US$) Weighted- Over-Age Remaining Contractual Life(Years) $ 13.90 (Note) 3.67 15.90 (Note) 4.68 ;- - |
June 30,2017 | June 30,2017 |
|---|---|---|---|
| Range of Exercise Price(US$) $ 13.90 (Note) 15.90 (Note) 19.85 |
Range of Exercise Price(US$) $ 13.90 (Note) 15.90 (Note) ;- |
Range of Exercise Price(US$) $ 15.65 16.95 - |
Weighted- Over-Age Remaining Contractual Life(Years) |
| 4.17 5.18 - |
Note:The Issued price will be adjusted by methods of issuance.
The Group adopts BOPM and Black-Scholes price model to evaluate inputs of stock options in January 2018, September 2016 and August 2015 as follows:
| Securities price of the vested date Exercised price Foreseeable volatility rate Duration Foreseeable dividend rate No risk rates |
January2018 19.85 Dollars 19.85 Dollars 33.81% 6 Years 0% 0.74% |
September 2016 16.95 Dollars 16.95 Dollars 38.26% 6 Years 0% 0.56% |
August 2015 |
|---|---|---|---|
| 15.65 Dollars 15.65 Dollars 39.14%~40.47% 4~5 Years 0% 0.77%~0.87% |
27. CAPITAL RISK MANAGEMENT
The Group engages mainly in the agent of software, without any plans of imposed capital requirements. The Group 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 Group periodically reviews the policy of capital r isk management, for the purpose of seeking a steady and conservative policy.
The capital structure of the Group consists of net debt and equity (comprising share capital, capital reserves, retained earnings and other equity).
The Group is not subject to any externally imposed capital requirements.
28. FINNANCIAL 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 consolidated financial statements approximate or cannot be measured their fair values:
- 35 -
| Financial liabilities Convertible bonds |
June 30, 2018 Carrying Amount Fair Value $ 6,407 $ 9,380 |
December 31, 2017 |
December 31, 2017 |
June 30, 2017 |
June 30, 2017 |
|---|---|---|---|---|---|
| Carrying Amount |
Carrying Amount |
Fair Value | Carrying Amount |
Fair Value | |
| $ 6,407 | $ 9,733 | $ 12,600 | $ 12,601 | $ 13,428 |
- (2)Information about fair value of financial assets measured at fair value on a recurring basis.
A.Fair value hierarchy
| June 30, 2018 Financial assets at FVTPL Convertible bonds Fund beneficiary certification Domestic public offering and emerging stock Derivatives Total Financial assets at FVTOCI Equity investments -Domestic public offering andemerging stock -Domestic unpublic offeringstock Total December 31, 2017 Financial assets at FVTPL Convertible bonds Domestic public offering stock Derivatives Total Available-for-sale financial assets Equity investments -Domestic public offeringand emerging stock June 30, 2017 Financial assets at FVTPL Convertible bonds Fund beneficiary certification Domestic public offering stock Derivatives Total Available-for-sale financial assets Equity investments -Domestic public offeringand emerging stock |
Level 1 $ 39,739 66,239 14,778 - $ 120,756 $ 115,064 - $ 115,064 Level 1 $ 51,009 325 - $ 51,334 $ 90,289 Level 1 $ 72,151 927 406 - $ 73,484 $ 64,044 |
Level 2 $ - - - 1,734 $ 1,734 $ - - $ - Level 2 $ - - 4 $ 4 $ - Level 2 $ - - - 1 $ 1 $ - |
Level 3 $ - - - - $ - $ 10,450 3,386 $ 13,836 Level 3 $ - - - $ - $ - Level 3 $ - - - - $ - $ - |
Total | |||||
|---|---|---|---|---|---|---|---|---|---|
| $ 39,739 66,239 14,778 1,734 $ 122,490 $ 125,514 3,386 $ 128,900 Total |
|||||||||
| $ 51,009 325 4 $ 51,338 $ 90,289 Total |
|||||||||
| $ 72,151 927 406 1 $ 73,485 $ 64,044 |
There were no transfers between Level 1 and Level 2 for six months ended June 30, 2018 and 2017, respectively.
-
B. Valuation techniques and inputs applied for the purpose of measuring Level 2 fair value measurement
-
36 -
Financial Instruments Valuation Techniques and Inputs Derivatives—Foreign exchange Discounted Cash Flow Method:Using exchange rate at the end forward contract period evaluates future cash flow through the contract. Disclosing the discount rate of credit risks in each counterpart should be separately discounted. Derivatives—Redemption & sell Valuation model of binomial tree of convertible bond:Using right of convertible bonds securities prices, no risk rate, and risk discount rate evaluates fair values of financial assets of convertible bonds.
C.Valuation techniques and assumptions used in 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 expexted present value of profits and losses calculated by held investments with refe rence to the publicly traded company and similar companies.
- (3)Categories of financial instruments
| Financial assets Financial assets measured at FVTPL Held for trading Designated as at FVTPL Mandatorily measured at FVTPL Loans and receivables (Note 1) Available-for-sale financial assets (Note 2)Financial assets measured at amortized cost (Note 3) Financial assets measured at FVTOCI -Investments in equityinstruments Financial liabilities Measured at amortized cost(Note4) |
June 30, 2018 $ - 39,739 82,751 - - 2,812,920 128,900 1,676,977 |
December 31, 2017 $ 329 51,009 - 2,619,647 111,943 - - 1,397,491 |
June 30, 2017 |
|---|---|---|---|
| $ 1,334 72,151 - 2,527,688 64,554 - - 1,377,035 |
-
Note 1:The balances included loans and receivables measured at amortized cost, which comprise cash and cash equivalents, debt instruments with no active market, note receivable, trade receivable, other receivable and refundable deposits.
-
Note 2:The balances included available-for-sale financial assets measured at cost.
-
Note ; 3:The balances included financial assets measured at amortized cost, which comprise cash and cash equivalents, investments in debt instruments, notes receivable, trade receivable, other receivable and refundable deposits.
-
Note 4:The balances included financial liabilities measured at amortized cost, which comprise trade payable, other payable, current portion of bonds payable, and long-term loans.
-
(4)Financial risk management objectives and policies
The Group’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 Group’s financial department measures the aforementioned risks based on the Group’s risk appetite, and reports to the board of directors for carrying out relevant policies.
- A. ;Market risk
The Group’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates.
- (A) Foreign currency risk
The Group’s purchases and investments are denominated in foreign currencies. Consequently, the Group is exposed to foreign currency risks. To
- 37 -
protect against reductions in value of foreign currency denominated assets and the volatility of future cash flows caused by changes in foreign exchange rates, the Group utilizes derivative financial instruments, such as forward exchange contracts and options, for avoiding foreign currency risks.
The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities of non-functional currency calculated (including those eliminated on consolidation) at the end of the reporti ng period are set out in Note 32.
Sensitivity analysis
The Group’s exchange rate exposure was in the e xchange 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 Group’s net profit for the six months ended June 30, 2018 and 2017 would decrease/increase by $11,925 thousand and $1,527 thousand, respectively.
- (B) Interest rate risk
The Group exposed to the risk of interest rate at fair value, since holding the fixed-rate loan, accessesing the interest rate of the bank loan regularly, observing influences on profits or losses from flunctuation range of the interest rate, keeping contact with the bank based on the actual requirement, and acquiring the best interest rate of the loan.
The carrying amount of the Group’s financial assets and financial liabilities with exposure to risks of interest rates at the end of the reporting period were as follows:
| follows: | |||
|---|---|---|---|
Interest rate risks at fair value-Financial assets-Financial liabilitiesInterest rate risks at cash flows -Financial assets |
June 30, 2018 $ 693,264 6,407 513,117 |
December 31, 2017 $ 366,576 9,733 598,289 |
June 30, 2017 |
| $ 483,356 16,601 673,130 |
Sensitivity analysis
The sensitivity analyses below were determined based on the Group’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 Group’s pre-tax profit for the six months ended June 30, 2018 and 2017 would increase/ decrease by $1,283 thousand and $1,683 thousand, respectively. Exposure is triggered by risks of cash flows of the Group’s variable interest rates of deposits.
(C) Other price risk
The Group is exposed to equity price risks arising from equity investments of public offering securities. Equity investments should be approved by the management, for controling risks by holding different investment portfolio s.
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 NT$6,125 thousand, because of the change in fair value of financial assets at FVTPL, respectively., at the end of the reporting period for the six months ended June 30, 2018, the other comprehensive
- 38 -
income would have increased/decreased by NT$ 6,445 thousand, because of the change in fair value of financial assets at FVTOCI, respectively, at the end of the reporting period for the six months ended June 30, 2018.
Assuming a hypothetical increase/decrease of 5% in prices of the equity investments, increased/decreased by NT$3,674 thousand, because of the change in fair value of investments held for trading, respectively, at the end of the reporting period for the six months ended June 30, 2017, the other comprehensive income would have increased/decreased by NT$ 3,202 thousand, because of the change in fair value of available -for-sale financial assets, respectively.
B.;Credit risk
A Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group. As at the end of the reportin g period, the Group’s maximum exposure to credit risk which will cause a financial loss to the Group due to failure to discharge an obligation by the counterparties is arising from the carrying amount of the respective recognized financial assets as stated in the condensed balance sheets.
The Group adopted a policy of only dealing with creditworthy counterparties . Credit exposure is controlled by counterparty limits that are reviewed and approved by the financial department regularly.
To decrease a credit risk, the key management personnel of the Group is responsible for decision of rating criteria, credit limits approval, and other censor procedure, etc., in order to collect delinquent trade receivable. Otherwise, the group 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 Group 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 customer’s trade receivable. If necessary, purchasing insurance for credit enhancing procedures is a must.
The credit risk of the Group concentrates on 5 top customers of the Group. As of June 30, 2018, December 31, 2017 and June 30, 2017, the Group’s five largest customers accounted for 35%, 36% and 35% of trade receivable, respectively.
C. ; Liquidity risk
The Group 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 Group’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 Group’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 Group 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 Group 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.
June 30, 2018
| June 30, 2018 | |||||
|---|---|---|---|---|---|
| Non-derivative financial liabilities No Interest-bearing liabilities Fixed rate instruments |
Less than 1 Year $ 1,670,570 6,500 $ 1,677,070 |
1-5 Years $ - - $ - |
5+ Years | ||
| $ - - $ - |
- 39 -
| ;December 31, 2017 Non-derivative financial liabilities No Interest-bearing liabilities Fixed rate instruments June 30, 2017 Non-derivative financial liabilities No Interest-bearing liabilities Fixed rate instruments |
Less than 1 Year $ 1,387,758 10,000 $ 1,397,758 Less than 1 Year $ 1,360,434 13,100 $ 1,373,534 |
1-5 Years $ - - $ - 1-5 Years $ - 4,000 $ 4,000 |
5+ Years | ||
|---|---|---|---|---|---|
| $ - - $ - 5+ Years |
|||||
| $ - - $ - |
The operating fund of the Group 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 considering the financial position of the Group, the management does not think the banks will execute their rights of requiring the Group to repay the bank loans.
As of June 30, 2018, December 31, 2017 and June 30, 2017, the Group’s unused short-term credit of limit of the bank were 995,000 thousand, 995,000 thousand and 1,025,000 thousand, respectively.
The Group’s cash and cash equivalents are sufficient to meet the demand of operating demands; the Group does not apply for the overdraft limit from the bank.
29. RELATED PARTIES TRANSACTIONS
Transactions and balances apply for the profits and losses, revenues and expenses between the Group and its subsidiaries, which were related parties of the Group, had been eliminated on consolidation and are not disclosed in this note. Besides as disclosed elsewhere in the other notes, details of transac tions between the Group and other related parties were disclosed below.
Compensation of key management personnel
| Short-term employee benefits ; |
For the Three Months Ended June 30, 2018 $ 5,805 |
For the Three Months Ended June 30, 2017 $ 2,931 |
For the Six Months Ended June 30, 2018 $ 23,297 |
For the Six Months Ended June 30, 2017 |
For the Six Months Ended June 30, 2017 |
|---|---|---|---|---|---|
| $ 20,725 |
Salaries of the boarders and other key management personnel is decided by personal performance and economic market trend through the compensation comm ittee.
30. PLEDGED ASSETS
;The following assets of the Group is guaranteed by the assets pledged for loans of the bank, and tariff of importing commodities.
| Property, plant and equipment, Net Pledged Time Deposits(Financial assets at amortosed cost -non-current)Pledged Time Deposits(Debt investments with no active market -non-current)Stock(Available-for-sale financial assets -non -current) |
June 30, 2018 $ 294,135 12,586 - - $ 306,721 |
December 31, 2017 $ 295,043 - 11,539 - $ 306,582 |
June 30, 2017 |
||
|---|---|---|---|---|---|
| $ 295,951 - 11,379 10,458 $ 317,788 |
-
SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS
-
(1)As of June 30, 2018, the group opens NT 87,000 thousand of cashier order for payment guaranteed for Microsoft Taiwan Corporation.
-
(2)As of June 30, 2018, the group opens NT 50,000 thousand of cashier order for payment guaranteed for Microsoft Regional Sales Corporation.
-
40 -
32. ; FOREIGN - CURRENCY- DEMONINATED ASSETS AND LIABILITIES THAT HAVE SIGNIFICANT INFLUENCE
The following information was summarized according to the foreign currencies other than the functional currency of the Group. The exchange rates disclosed were used to translate the foreign currencies into the functional currency. The significant financi al assets and liabilities denominated in foreign currencies were as follows: June 30, 2018
| Financial assets Monetary items USD Financial liabilities Monetary items USD December 31, 2017 Financial assets Monetary items USD Financial liabilities Monetary items USD June 30, 2017 Financial assets Monetary items USD Financial liabilities Monetary items USD |
Foreign Currencies $ 19,490 27,320 Foreign Currencies $ 19,816 23,396 Foreign Currencies $ 21,916 20,842 |
Exchange Rate 30.46 (USD:NTD)30.46 (USD:NTD)Exchange Rate 29.735 (USD:NTD) 29.835 (USD:NTD) Exchange Rate 30.38 (USD:NTD)30.48 (USD:NTD) |
Carrying Amount |
|
|---|---|---|---|---|
| $ 593,665 $ 832,167 Carrying Amount |
||||
| $ 589,229 $ 698,020 Carrying Amount |
||||
| $ 665,808 $ 635,264 |
The material foreign exchange profit/loss(realized and unrealized) was as follows:
| Foreign currencies USD Foreign currencies USD |
For the Six Months Ended June 30,2018 Exchange Rate Net Foreign exchange profit(loss) 29.537 (USD:NTD)($ 432) For the Three Months Ended June 30,2018 Exchange Rate Net Foreign exchange profit(loss) 29.774 (USD:NTD)$ 582 |
For the Six Months Ended June 30,2018 Exchange Rate Net Foreign exchange profit(loss) 29.537 (USD:NTD)($ 432) For the Three Months Ended June 30,2018 Exchange Rate Net Foreign exchange profit(loss) 29.774 (USD:NTD)$ 582 |
For the Six Months Ended June 30,2017 |
For the Six Months Ended June 30,2017 |
For the Six Months Ended June 30,2017 |
|---|---|---|---|---|---|
| Exchange Rate Net Foreign exchange profit(loss) 31.675 (USD:NTD)($ 4,180) For the Three Months Ended June 30,2017 |
Net Foreign exchange profit(loss) |
||||
| Exchange Rate | Exchange Rate 30.256 (USD:NTD) |
Net Foreign exchange profit(loss) |
|||
29.774(USD:NTD) |
( | $ 2,589) |
- 41 -
33. SEPARATELY DISCLOSED ITEMS
Information on (1) significant transactions and (2) investees:
-
A.; Financing provided to others: None.
-
B.;Endorsements/guarantees provided: None.
-
C. ;Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Please refer to Table 1.
-
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 mi llion 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 or 20% of the paid-in capital: None.
-
I. ;;Trading in derivative instruments:Please refer appendix 7.
-
J.; Other:The business relationship between t he parent and the subsidiaries and significant transactions between them: Table 3.
-
K.;Information on investees: Table 2.
-
(3)Information on investment in Mainland China
:None.
34. SEGMENT INFORMATION
The management monitors the operating results focusing on the types of products and services acquired or provided of its business units separately for the purpose of making decisions about resource allocation and performance assessment. The department of the Group’s brand agent business division or others shall be reported.
- 42 -
(1)Segments revenue & operating results
The reporting on operating segments revenue and results of the Group, based on its business unit separately, was as follows:
| January 1, 2018 to June 30, 2018 Revenues from external customers Inter-segment revenues Segment revenues Consolidated revenues Segment profit (loss) General administration division costs and directors’ compensation Other income Other profit (loss) Financial costs Share of profit or loss of associates and joint ventures Net income before tax January 1, 2017 to June 30, 2017 Revenues from external customers Inter-segment revenues Segment revenues Consolidated revenues Segment profit (loss) General administration division costs and directors’ compensation Other income Other profit (loss) Financial costs Share of profit or loss of associates and joint ventures Net income before tax |
The brand agent business division $ 3,019,315 - $ 3,019,315 $ 190,098 $ 2,775,515 - $ 2,775,515 $ 187,472 |
Other $ 47,799 2,094 $ 49,893 $ 2,017) $ 85,069 3,433 $ 88,502 $ 2,103 |
Eliminations $ - 2,094) $ 2,094) $ - $ - 3,433) $ 3,433) $ - |
Total | ||||
|---|---|---|---|---|---|---|---|---|
( |
( ( ( ( |
$ 3,067,114 - 3,067,114 $ 3,067,114 $ 188,081 ( 49,360 ) 8,251 2,651 ( 82 ) ( 2,443) $ 147,098 $ 2,860,584 - 2,860,584 $ 2,860,584 $ 189,575 ( 108,511 ) 6,236 ( 1,441 ) ( 230 ) ( 2,777) $ 82,852 |
Segment profits indicate earning profits of each segment, not including management segment costs and directors’ compensation, investments accounted for using equity method of associates, rental income, interest income, profit(loss) of disposal of Property, plant and equipment, disposal of profit(loss) of investments, net profit(loss) of foreign exchange, valuated profit(loss) of financial instruments, finance costs, and income tax expenses. The management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment.
- (2)Total assets and liabilities of the department
The assets and liabilities of the Group haven’t been provided to the operating management personnel, hence valuation number of assets and liabilities should n’t be recovered.
- 43 -
(3)Revenues of major products and services
Analysis of revenues of major products and services for continuing operations of the Group are as follows:
| IT Infrastructure Network & Information Security Cloud Platform & Application Big Data & Application Other |
For the Three Months Ended June 30, 2018 $ 444,651 646,646 390,783 77,280 784 $ 1,560,144 |
For the Three Months Ended June 30, 2017 $ 544,406 590,688 214,918 87,963 14,129 $ 1,452,104 |
For the Six Months Ended June 30, 2018 |
For the Six Months Ended June 30, 2018 |
For the Six Months Ended June 30, 2017 |
For the Six Months Ended June 30, 2017 |
|---|---|---|---|---|---|---|
| $ 1,220,000 1,085,714 625,631 130,249 5,520 $ 3,067,114 |
$ 1,051,930 1,160,529 485,037 138,126 24,962 $ 2,860,584 |
- 44 -
ZERONE TECHNOLOGY CO., LTD.AND SUBSIDIARIES MARKETABLE SECURITIES HELD
FOR SIX MONTHS ENDED JUNE 30, 2018
Table 1 (In Thousands of New Taiwan Dollars, Unless Specified Otherwise)
| Holding Company |
Marketable Securities Type and Issuer’s Name (Note 1) |
Security Issuer’s Relationship with the Holding Company |
Financial Statement Account | June 30,2018 | June 30,2018 | June 30,2018 | Note | |
|---|---|---|---|---|---|---|---|---|
| Shares/Units | Carrying Values | Percentage of Ownership (%) |
Market Prices/Net value of equities |
|||||
| The company |
Corporate bond Walton Advanced Engineering, Inc.-2 Giga Solar Materials Corp.-2 China Airlines-6 ShunSin Technology Holdings Ltd.-1 Regent Hotels Group-2 Elite Material Co., Ltd.-4 GIGASTORAGE Corp.-4 SINTRONIC Technology.-3 EVA Airways.-3 Yang Ming Marine Transport Corporation-5 Great Tree Pharmacy Co.,Ltd.-1 Securities Jiyuan Packaging Holdings Ltd. Cathay Financial Holdings Preferred Stock A Union Bank of Taiwan Preferred Stock A |
- - - - - - - - - - - - - - |
Financial assets at fair value through profit or loss-current Financial assets at fair value through profit or loss-current Financial assets at fair value through profit or loss-current Financial assets at fair value through profit or loss-current Financial assets at fair value through profit or loss-current Financial assets at fair value through profit or loss-current Financial assets at fair value through profit or loss-current Financial assets at fair value through profit or loss-current Financial assets at fair value through profit or loss-current Financial assets at fair value through profit or loss-current Financial assets at fair value through profit or loss-current Financial assets at fair value through profit or loss-current Financial assets at fair value through profit or loss-non-current Financial assets at fair value through profit or loss-non-current |
|||||
40 (Units) 150 (Units)30 (Units)30 (Units)20 (Units)10 (Units)50 (Units)5 (Units)30 (Units)40 (Units)7 (Units) |
$ 4,302 12,398 2,991 3,360 2,006 1,053 5,150 519 3,105 4,120 735 |
- - - - - - - - - - - |
$ 4,302 12,398 2,991 3,360 2,006 1,053 5,150 519 3,105 4,120 735 |
|||||
10,000 166,000 80,000 |
258 10,392 4,128 |
- 0.02 0.04 |
258 10,392 4,128 |
|||||
( Continued )
- 45 -
| Holding Company |
Marketable Securities Type and Issuer’s Name(Note 1) |
Security Issuer’s Relationship with the Holding Company |
Financial Statement Account | June 30,2018 | June 30,2018 | Note | ||
|---|---|---|---|---|---|---|---|---|
| Shares/Units | Carrying Value | Percentage of Ownership (%) |
Market Prices/Net value of equities |
|||||
| ZeroneWin PetaCom |
Global Mixed-mode Technology Inc. ASLAN Pharmaceuticals, Ltd. Chunghwa Precision Test Tech.Co., Ltd . Kaway Information Corp. China Electric Mfg. Corp. ASIX Electronics Corp. |
---The supervisor of the company ------- |
Financial assets at FVTOCI-currentFinancial assets at FVTOCI -currentFinancial assets at FVTOCI -currentFinancial assets at FVTOCI -non-currentFinancial assets at FVTOCI -non-currentFinancial assets at FVTOCI -non-currentFinancial assets at FVTOCI -non-currentFinancial assets at FVTOCI -non-currentFinancial assets at FVTOCI -non-currentFinancial assets at FVTOCI -non-currentFinancial assets at FVTOCI -non-currentFinancial assets at FVTOCI -non-currentFinancial assets at FVTOCI -non-currentFinancial assets at fair value through profit or loss -non-current Financial assets at FVTOCI -currentFinancial assets at fair value through profit or loss -current |
50,000 60,000 6,000 490,000 3,040,000 260,074 34,000 40,000 346,000 150,000 78,000 1,000,000 175,000 |
$ 3,340 2,439 4,842 17,444 36,176 7,048 2,128 2,064 20,968 8,130 4,836 10,450 3,386 |
0.06 0.04 0.02 1.60 0.76 0.48 0.00 0.02 0.05 0.03 0.02 2.72 1.68 |
$ 3,340 2,439 4,842 17,444 36,176 7,048 2,128 2,064 20,968 8,130 4,836 10,450 3,386 |
|
| 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 |
||||||||
| Promaster Technology Corp. Unex Technology Corp. Beneficiary certifications Yuanta Diamond Funds SPC Securities Chunghwa Precision Test Tech.Co., Ltd . Beneficiary certifications Taishin 1699 Money Market Fund |
||||||||
7,000 7,000 |
26,190 5,649 |
- 0.02 |
26,190 5,649 |
|||||
2,972,055 |
40,049 | - | 40,049 |
( Concluded )
Note 1 : Securities, indicated by the above table, are derivative from stock, bonds, beneficiary certificates, and the above items, based on IFRS 9 “Financial Instruments”.
Note 2 : Relevant information about Investments in equity of subsidiaries, associates, see Table 2.
- 46 -
ZERONE TECHNOLOGY CO., LTD.AND SUBSIDIARIES INFORMATION ON INVESTEES FOR SIX MONTHS ENDED JUNE 30, 2018
Table 2 (In Thousands of New Taiwan Dollars)
| Investor Company |
Investee Company |
Location | Main Businesses and Products |
Investment Amount | Investment Amount | As of June 30,2018 | As of June 30,2018 | As of June 30,2018 | Net Income (Loss) of the Investee |
Share of Profits/Losses of Investee |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, 2018 |
December 31, 2017 |
Number of Ownership |
Percentage of Ownership |
Carrying Values |
|||||||
| The Company ZeroneWin Investment Co., Ltd. |
Zotech Technology Co., Ltd. |
Taipei City Taipei City Hsinchu City Taipei City Taipei City Taipei City |
Services of telecommunication apparatus Services of telecommunication apparatus Service of air material Investment Services of cloud of information software Services of information product agent |
$ 35,000 10,000 9,450 100,000 7,000 50,000 |
$ 35,000 10,000 9,450 100,000 7,000 50,000 |
3,500,000 597,960 945,000 10,000,000 700,000 5,000,000 |
85.37 30.00 29.82 100.00 70.00 100.00 |
$ 40,177 - 2,003 91,949 4,193 43,233 |
$ 863 ( 86 ) ( 8,024 ) ( 4,497 ) ( 2,124 ) ( 4,817 ) |
$ 737 - ( 2,443 ) ( 4,497 ) ( 1,487 ) ( 4,817 ) |
Subsidiary Subsidiary Sub- subsidiary Sub- subsidiary |
| Navizot Inc. | |||||||||||
| Trident Pacific Inc. ZeroneWin Investment Co., Ltd. WingWill International Co., Ltd. PetaCom technology Co., Ltd. |
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ZERONE TECHNOLOGY CO., LTD.AND SUBSIDIARIES INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR SIX MONTHS ENDED JUNE 30, 2018
Table 3 ; ( Amounts in Thousands of New Taiwan Dollars)
No.(Note 1) |
Company Name |
Counterparty | Nature of Relationship (Note 2) |
Transactions Details | Transactions Details | ||
|---|---|---|---|---|---|---|---|
| Financial Statement Account | Amount | Transaction Terms |
Percentage of Consolidated Total Revenues or Total Assets (Note 3) |
||||
| 0 | The company | Zotech Technology Co., Ltd. WingWill international Co., Ltd. PetaCom Technology Co., Ltd. |
1 1 1 |
Service income Cost of goods sold Trade receivable Guarantee deposits received |
$ 480 84 295 90 270 784 343 222 176 171 319 526 |
Note 4 Note 4 Note 4 Note 4 Note 4 Note 4 Note 4 Note 4 Note 4 Note 4 Note 4 Note 4 |
- - - - - - - - - - - - |
| Rental income Sales revenue Cost of goods sold Service income Trade receivable Rental income Service income Rental income |
-
Note 1
:Business between the parent and subsidiaries is numbered as follows: -
Parent:0.
-
Subsidiaries are numbered from 1 in order.
-
Note 2
:3 types of relationship between parties is numbered as follows: -
Parent to subsidiary.
-
Subsidiary to parent.
-
Between subsidiaries.
-
Note 3
:Percentage of transaction amounts to consolidated operating revenues or consolidated total assets: If the account is a balance sheet account, it shall be calculated by dividing the ending balance into consolidated total assets; i f the account is an income statement account, it shall be calculated by dividing the yearly cumulative balance into consolidated operating revenues. -
Note 4
:The sales prices and payment terms of the intercompany partners are not significantly different fro m those to non-related parties. -
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