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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

  • 1 -

§TABLE OF CONTENTS§

Contents
1Cover
2Table of Contents
3Independent Auditors’ Review Report
4Consolidated Balance Sheets
5Consolidated Statements of Comprehensive Income
6Consolidated Statements of Changes in Equity
7Consolidated Statements of Cash Flows
8Notes 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
56
7
89
10

10
1013
1321
21
2140
40
40
40
41
42
4546
4247
42
4248
42~44
Financial
Report’s
Note No.
-
-
-
-
-
-
-
1
2
3
4
5
628
29
30
31
32
33
33
33
33
34
  • 2 -

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

  • 3 -

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)













































































































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
  • 4 -

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 lossreversed
(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)
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

-



















  • 5 -

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
$ $ $ $
$ $ $ $
$ $ $ $
$ $ $ $
$ $ $ $




(Concluded)

  • 6 -

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
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)
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)
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
  • 7 -

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




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)
  • 8 -

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







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)

  • 9 -

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
Availablefor
sale financial assets

Availablefor
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)
  • 10 -
Financial
Assets
measured
at
FVTPL
Add:Reclassification
from
available-for
-sale financial
assets (IAS 39)
Designated as
at
FVTPL in
January 1,
2018.

mandatorily
reclassification


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.

  • 11 -

  • 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.

  • 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.

  • 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.

  • (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
  • Note 1: Unless stated otherwise, the above New IFRSs are effective for annual periods beginning on or after their respective effective dates.

  • Note 2: The FSC permits the election for early adoption of the amendments starting from January 1, 2018.

  • 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.

  • 15 -

  • (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.

  • 16 -

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

  • 17 -

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

  • 18 -

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.

  • 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.

  • 20 -

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 assetscurrent
Designated as at fair value through profit
or loss
Domestic convertible bond
Held-to-maturity
DerivativesNot assigned for hedge
Redemption & sell right for
convertible bonds
Non-derivative financial assets
Domestic public offering
securities
Fund beneficiary
certification
Total
Mandatorily measured at FVTPL
DerivativesNot assigned for hedge
Redemption & sell right for
convertible bonds
Foreign Exchange Forward
Contract (1)
Non-derivative assets
Domestic public offering
securities
Fund beneficiary
certification
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)

  • 21 -
Financial assetsnon-current
Mandatorily measured at FVTPL
Non-derivative assets
Domestic public offering
securities
Fund beneficiary
certification
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.

  1. 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.

  • 22 -

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.

  1. 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 LoanNote 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, 2018IAS 39
Effect of retrospective application of IFRS 9
Balance at January 1, 2018IFRS 9
In respect of the current period
Unrealised profits and lossesequity instruments
Cumulative 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
plansNote 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 of
defined
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)
$ 13.90Note
3.17

15.90Note
4.18

19.85
5.51
December 31,2017
Range of
Exercise
Price(US$)
Weighted-
Over-Age
Remaining
Contractual
Life(Years)
$ 13.90Note
3.67

15.90Note
4.68
;-
-
June 30,2017 June 30,2017
Range of
Exercise
Price(US$)
$ 13.90Note
15.90Note
19.85
Range of
Exercise
Price(US$)
$ 13.90Note
15.90Note
;-
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 and
emerging stock

Domestic unpublic offering
stock

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 offering
and 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 offering
and 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
FVTOCIInvestments in equity
instruments
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 liabilities
Interest 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 costnon-current)
Pledged Time Deposits(Debt investments
with no active marketnon-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
  1. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

  2. (1)As of June 30, 2018, the group opens NT 87,000 thousand of cashier order for payment guaranteed for Microsoft Taiwan Corporation.

  3. (2)As of June 30, 2018, the group opens NT 50,000 thousand of cashier order for payment guaranteed for Microsoft Regional Sales Corporation.

  4. 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
30.46USD:NTD

30.46USD:NTD

Exchange Rate
29.735 (USD:NTD)

29.835 (USD:NTD)

Exchange Rate

30.38USD:NTD


30.48USD: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)
29.537USD:NTD
($ 432)

For the Three Months Ended
June 30,2018
Exchange Rate
Net Foreign
exchange
profit(loss)
29.774USD:NTD
$ 582
For the Six Months Ended
June 30,2018
Exchange Rate
Net Foreign
exchange
profit(loss)
29.537USD:NTD
($ 432)

For the Three Months Ended
June 30,2018
Exchange Rate
Net Foreign
exchange
profit(loss)
29.774USD: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)
31.675USD:NTD
($ 4,180)
For the Three Months Ended
June 30,2017
Net Foreign
exchange
profit(loss)
Exchange Rate Exchange Rate
30.256USD:NTD
Net Foreign
exchange
profit(loss)
29.774USD: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



40Units

150Units

30Units

30Units

20Units

10Units

50Units

5Units

30Units

40Units

7Units
$ 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
current
Financial assets at FVTOCI
current
Financial assets at FVTOCI
current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at fair value
through profit or loss
non-current
Financial assets at FVTOCI
current
Financial 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.
  • 47 -

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 AssetsNote 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.

  • 48 -