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ZERO ONE Interim / Quarterly Report 2018

Nov 26, 2018

52262_rns_2018-11-26_bf03b6e0-d6a1-4f78-baea-b1192c93fdeb.pdf

Interim / Quarterly Report

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ZERO ONE TECHNOLOGY CO., LTD.

AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS FOR THE

NINE MONTHS ENDED SEPTEMBER 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
1320
20
2039
39
40
40
40~41
41
4446
4347
41
4148
42~43
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 Technology Company Limited and its subsidiaries (collectively referred to as the Group) as of September 30, 2018 and 2017, consolidated statements of comprehensive income for the three months ended September 30, 2018 and 2017 and the nine months ended September 30, 2018 and 2017, consolidated statements of changes in equity and cash flows for the nine months ended September 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 Group as of September 30, 2018 and 2017, its consolidated financial performance for the three months ended September 30, 2018 and 2017 and the nine months ended September 30, 2018 and 2017 and its consolidated cash flows for the nine months ended September 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 October 24, 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(Note 4&6)

Financial assets at fair value through profit or loss – current(Note 4&7)
Financial assets at fair value through other comprehensive income –
current(Note 4&8)
Available-for-sale financial assets - current(Note 4&10)
Financial assets at amortized cost-current(Note 4&9)
Debt investments with no active market - current(Note 4&12)
Notes receivable(Note 4&13)
Trade receivable(Note 4&13)
Inventories(Note 14)
Other current assets

Total current assets

NON-CURRENT ASSETS
Financial assets at fair value through profit or loss - non-current(Note 4&7)
Financial assets at fair value through other comprehensive income-
non-current(Note 4&8)
Available-for-sale financial assets - non-current(Note 4&10)
Financial assets at amortized cost - non-current(Note 4,9&30)
Financial assets measured at cost - non-current(Note 4&11)
Debt investments with no active market - non-current(Note 4,12&30)
Investments accounted for using the equity method(Note 4&16)
Property, plant and equipment(Note 17&30)
Other intangible assets
Deferred tax assets(Note 4)
Refundable deposits

Total non-current assets

TOTAL

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings(Note 18)

Trade payable
Other payable(Note 19)
Current tax liabilities(Note 4)
Current portion of bonds payable(Note 20)
Other current liabilities

Total current liabilities

NON-CURRENT LIABILITIES
Deferred tax liabilities(Note 4)
Net defined benefit liabilities - non-current(Note 4&21)

Total non-current liabilities

Total liabilities

EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY(Note 22)
Share capital
Ordinary shares
Share capital to be registered

Total share capital

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
September 30, 2018
(Reviewed)
Amount
%
$ 187,716
5
81,811
2
11,869
-
-
-
507,076
14
-
-
120,393
3
1,800,055
47
493,968
13
21,762

1

3,224,650
85

40,817
1
120,704
3
-
-
73,636
2
-
-
-
-
672
-
314,719
8
1,087
-
26,561
1
2,713

-

580,909
15

$ 3,805,559
100

$ 50,000
1
1,270,065
34
144,873
4
51,887
1
6,243
-
125,037

3

1,648,105
43

527
-
21,232

1

21,759

1

1,669,864
44

1,227,210
32
180

-

1,227,390
32

442,455
12

159,438
4
15,501
-
295,160

8

470,099
12

(12,542)

-

2,127,402
56

8,293

-

2,135,695
56

$ 3,805,559
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

-

-


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
September 30, 2017
(Reviewed)



















































































































Amount
%
$ 610,935
18

80,346
2

-
-

23,840
-

-
-

265,064
8

170,586
5

1,473,526
43

367,841
11
10,582

-
3,002,720
87

-
-

-
-

60,848
2

-
-

21,654
1

11,379
-

7,308
-

306,139
9

1,196
-

20,536
1
1,785

-
430,845
13
$ 3,433,565
100
$ -
-

1,169,698
34

97,295
3

23,251
1

11,122
-
71,273

2
1,372,639
40

36
-
20,315

1
20,351

1
1,392,990
41

1,223,596
36
270

-
1,223,866
36
432,436
13

139,840
4

16,723
-
235,366

7
391,929
11
(17,095)
(1)
2,031,136
59
9,439

-
2,040,575
59
$ 3,433,565
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
(Note 14&23)
Cost of goods sold

GROSS PROFIT

OPERATING
EXPENSES(Note 23)
Selling and marketing
expenses
General and administrative
expenses
Research and development
expenses
Expected credit loss
(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 EndedSeptember 30 For the Three Months EndedSeptember 30 For the Three Months EndedSeptember 30 For the Nine Months EndedSeptember 30 EndedSeptember 30
2018 2017 2018 2017












Amount
%
$ 1,827,890
100

1,652,358

90


175,532

10

68,891
4
26,459
2
2,029
-

6,104

-


103,483

6


72,049

4

10,769
1
775
-
(119 )
-

(1,331)

-


10,094

1

82,143
5

16,997

1


65,146

4

(11,812 )
(1 )

-

-


(11,812)

(1)



















Amount
%
$ 1,677,462
100

1,523,425

91


154,037

9


57,151
3

(4,364 )
-

2,002
-

-

-


54,789

3


99,248

6


3,005
-

902
-

(78 )
-

(1,867)

-


1,962

-


101,210
6

17,822

1


83,388

5


-
-

-

-


-

-



















Amount
%
$ 4,895,004
100

4,410,440

90


484,564

10


185,632
4

77,105
2

6,239
-

4,818

-


273,794

6


210,770

4


19,020
1

3,426
-

(201 )
-

(3,774)

-


18,471

1


229,241
5

45,713

1


183,528

4


(2,362 )
-

438

-


(1,924)

-



















Amount
%
$ 4,538,046
100

4,093,355

90

444,691

10

151,840
4

104,147
2

8,392
-

-

-

264,379

6

180,312

4

9,241
-

(539 )
-

(308 )
-

(4,644)

-

3,750

-

184,062
4

38,129

1

145,933

3

-
-

-

-

-

-

(Continued)

  • 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 EndedSeptember 30 For the Three Months EndedSeptember 30 For the Three Months EndedSeptember 30 For the Nine Months EndedSeptember 30 EndedSeptember 30
2018 2017 2018 2017













Amount
%
$ -

-


(11,812)

(1)

$ 53,334

3

$ 65,537
4

(391)

-

$ 65,146

4

$ 53,725
3

(391)

-

$ 53,334

3



$ 0.54

$ 0.53












Amount
%
$ 3,733

-


3,733

-

$ 87,121

5

$ 83,535
5

(147)

-

$ 83,388

5

$ 87,268
5

(147)

-

$ 87,121

5



$ 0.68

$ 0.68












Amount
%
$ -

-


(1,924)

-

$ 181,604

4

$ 184,430
4

(902)

-

$ 183,528

4

$ 182,506
4

(902)

-

$ 181,604

4



$ 1.50

$ 1.49












Amount
%
$ (372)

-

(372)

-
$ 145,561

3
$ 146,766
3

(833)

-
$ 145,933

3
$ 146,394
3

(833)

-
$ 145,561

3
$ 1.20
$ 1.19

$
$ $ $
$ $ $ $

$
$ $ $
$ $ $ $

$
$ $ $




(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 nine months ended
September 30, 2017
Other comprehensive income (loss) for the nine
months ended September 30, 2017
Total comprehensive income (loss) for the nine
months ended September 30, 2017
Convertible bonds converted to ordinary shares
Non-controlling interests increase
Share based payment transaction - employee
stock option
Issuance of ordinary shares under employee
share options
Cash dividends distributed by subsidiaries
BALANCE, SEPTEMBER 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 nine months ended
September 30, 2018
Other comprehensive income (loss) for the nine
months ended September 30, 2018
Total comprehensive income (loss) for the nine
months ended September 30, 2018
Convertible bonds converted to ordinary shares
Share based payment transaction - employee
stock option
Issuance of ordinary shares under employee
share options
Disposal of investments in equity instruments
designated as at fair value through other
comprehensive income
BALANCE, SEPTEMBER 30, 2018
Equity Attributable to Owners of the Company Total
Non-controlling
Interests
$ 2,009,206
$ 7,872

-
-
-
-
(146,690 )
-
146,766
(833 )

(372)

-


146,394

(833)

17,691
-
-
3,000
4,160
-
375
-

-

(600)

$ 2,031,136
$ 9,439

$ 2,083,972
$ 9,195


9,502

-

2,093,474
9,195
-
-
-
-
(159,484 )
-
184,430
(902 )

(1,924)

-


182,506

(902)

3,602
-
6,926
-
378
-

-

-

$ 2,127,402
$ 8,293
Total Equity
$ 2,017,078
-
-
(146,690 )
145,933

(372)

145,561
17,691
3,000
4,160
375

(600)
$ 2,040,575
$ 2,093,167

9,502
2,102,669
-
-
(159,484 )
183,528

(1,924)

181,604
3,602
6,926
378

-
$ 2,135,695
**Share Capital ** are capital to be
registered
Capital Surplus
$ -
$ 421,421
-
-
-
-
-
-
-
-

-

-

-

-
-
6,750
-
-
-
4,160
270
105

-

-
$ 270
$ 432,436
$ -
$ 434,135

-

-
-
434,135
-
-
-
-
-
-
-
-

-

-

-

-
-
1,286
-
6,926
180
108

-

-
$ 180
$ 442,455
Retained Earnings Total
$ 391,853
-
-
(146,690 )
146,766

-

146,766
-
-
-
-

-
$ 391,929
$ 440,534

4,955
445,489
-
-
(159,484 )
184,430

438

184,868
-
-
-

(774)
$ 470,099
Other Equity Total
$ (16,723 )

-
-
-
-

(372)


(372)

-
-
-
-

-

$ (17,095)

$ (15,501 )


4,547

(10,954 )
-
-
-
-

(2,362)


(2,362)

-
-
-

774

$ (12,542)
U
A
F










nrealized Gain
(Loss) on
Unrealized Gain
(Loss) on Financial
Assets at Fair Value
Through Other
vailable-for-sale
inancial Assets
Comprehensive
Income
$ (16,723 )
$ -

-
-
-
-
-
-
-
-

(372)

-


(372)

-

-
-
-
-
-
-
-
-

-

-

$ (17,095)
$ -

$ (15,501 )
$ -


15,501

(10,954)

-
(10,954 )
-
-
-
-
-
-
-
-

-

(2,362)


-

(2,362)

-
-
-
-
-
-

-

774

$ -
$ (12,542)








Shares (In
Thousand)

121,265

-
-
-
-

-


-

1,095
-
-
-

-


122,360

122,480


-

122,480
-
-
-
-

-


-

232
-
9

-


122,721
Issued Capital
Sh
$ 1,212,655

-
-
-
-

-


-

10,941
-
-
-

-

$ 1,223,596

$ 1,224,804


-

1,224,804
-
-
-
-

-


-

2,316
-
90

-

$ 1,227,210
Legal Reserve
Special Reserve
Unappropriated
Earnings
$ 117,432
$ 22,876
$ 251,545

22,408
-
(22,408 )
-
(6,153 )
6,153
-
-
(146,690 )
-
-
146,766

-

-

-


-

-

146,766

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

-

-

-

$ 139,840
$ 16,723
$ 235,366

$ 139,840
$ 16,723
$ 283,971


-

-

4,955

139,840
16,723
288,926
19,598
-
(19,598 )
-
(1,222 )
1,222
-
-
(159,484 )
-
-
184,430

-

-

438


-

-

184,868

-
-
-
-
-
-
-
-
-

-

-

(774)

$ 159,438
$ 15,501
$ 295,160
  • 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:
Write-down (reversal of write-down) of inventories
Interest income
Depreciation expenses
Compensation costs of employee share options
Dividend income
Expected credit loss recognized on trade receivable
Net (gain) loss on foreign currency exchange
Share of loss of associates accounted for using the equity method
Net gain on fair value change of financial assets at fair value through
profit or loss
Amortization expenses
Finance costs
Impairment losses recognized on trade receivable
Net loss on disposal of available-for-sale financial assets
Changes in operating assets and liabilities
Financial assets held for trading
Notes receivable
Trade receivable

Inventories
Other current assets
Trade payable
Other payable
Other current liabilities
Net defined benefit liabilities

Cash (used in) generated from operations
Income tax paid

Net cash (used in) generated from operating activities
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30




2018
$ 229,241

17,311
(11,764)
8,574
6,926
(5,122)
4,818
(4,144)
3,774
(2,216)
518
201
-
-
(30,251)
65,532
(338,927)
(33,578)
(10,266)
20,065
9,813
50,811
310

(18,374)
(32,086)

(50,460)
2017
$ 184,062
(7,934)
(7,286)
5,356
4,160
(710)
-
3,757
4,644
(3,996)
994
308
38,859
434
8,462
(61,653)
33,235
83,078
66,678
26,093
(55,420)
1,206

(520)
323,807

(40,786)

283,021

(Continued)

  • 8 -

ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Reviewed, Not Audited) (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at amortized cost

Purchase of financial assets at fair value through other comprehensive
income
Interest received
Dividends received
Proceeds from sale of financial assets at fair value through other
comprehensive income
Increase in refundable deposits
Purchase of intangible assets
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Proceeds from disposal of intangible assets
Purchase of available-for-sale financial assets
Purchase of financial assets measured at cost
Proceeds from sale of debt investments with no active market
Acquisition of investment accounted for using equity method
Proceeds from sale of available for sale financial assets

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid to owners of the Company

Proceeds from short-term borrowing
Exercise of employee share options
Interest paid
Proceeds from long-term borrowings
Repayment of long-term borrowings
Change in non-controlling interests
Dividends paid to non-controlling interests

Net cash used in 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 Nine Months Ended
September 30
For the Nine Months Ended
September 30









2018
($356,807)

(53,511)
10,514
5,122
1,195
(927)
(700)
(372)
79
65
-
-
-
-
-

(395,342)

(159,484)

50,000
378
(81)
-
-
-
-

(109,187)

1,586

(553,403)
741,119

$ 187,716
2017
$ -
-
6,360
710
-
(334)
(333)
(5,981)
-
-
(23,791)
(21,144)
17,597
(9,450)

598

(35,768)
(146,690)
-
375
(54)
4,000
(4,000)
3,000

(600)
(143,969)

(2,872)
100,412

510,523
$ 610,935

(Concluded)

  • 9 -

ZERO ONE TECHNOLOGY CO., LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 and 2017

(Reviewed, Not Audited)

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

1. GENERAL

ZERO ONE TECHNOLOGY CO., LTD. (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 October 24, 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) (collectively, “IFRSs”) 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.

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 CarryingAmount CarryingAmount Re-
mark

IAS 39
IFRS9 IAS 39 IFRS9
Cash and cash equivalents

Stock investments


Fund beneficiary certificates
Time deposits with original
maturity of more than 3
months

Note,
trade
and
other
receivable

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
amortized cost
Add:Reclassification
from
loans and receivables
(IAS 39)

Total
Carrying
Amount
as of
January
1, 2018
(IAS 39)
Carrying
Amount
as of
January
1, 2018
(IAS 39)
Reclassifi-
cations
Remea-
surements
Remea-
surements

Carrying
Amounts as of
January 1,
2018
(IFRS 9)

Carrying
Amounts as of
January 1,
2018
(IFRS 9)
Retained
Earnings
Effect on
January 1,
2018
Other
Equity
Effect on
January 1,
2018
Re-
mark





$ -

-

$ 14,416
21,144

35,560

76,383

2,619,647

$2,731,590





$ -

3,266

3,266

6,236

-
$ 9,502

$ 14,416
24,410

38,826

82,619

2,619,647

$2,741,092





$ 449


3,266


3,715


1,240


-

$ 4,955
( $ 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 classified 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 required, 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.

  • B. ; Fund beneficiary certificates investments previously measured at cost in accordance with IAS 39 are not classified as equity 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 amortized 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 amortized 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.

  • 11 -

  • D. ; Notes receivable, trade receivable, and other receivable 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) the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed by the FSC for application starting from 2019

by the FSC for application starting from 2019
New,Revised,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, Revised, Amended Standards or Interpretations 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; cas h 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 act ivities on the consolidated statements of cash flows.

The Group anticipates applying IFRS 16 retrospectively with the cumulative effect of the initial application of this standard for retained earnings recognized on January 1, 2019. Comparative informatio n 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, di scounted 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 based on IFRS 16, and the Group will apply impairment valuated based on IAS 36 to all right-of-use assets.

  • 12 -

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) January 1, 2020 (Note 2)

Amendments to IFRS 3 “Definition of a Business”

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.

  • Note 2:The Company shall apply these amendments to business combinations for which the acquisition date is on or after the be ginning of the first annual reporting period beginning on or after January 1, 2020 and to asset acquisitions that occur on or after the beginning of that period

As of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of above standards and interpretations will have on the Group’s financial position and financial performance, and will disclose the relevant impact when the assessment is completed.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  • (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.

  • (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 follows:

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

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

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

  • 13 -

  • (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 t heir 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 f or the year ended December 31, 2017.

  • A. Financial instruments

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

  • a. (A)Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date 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 remeasure ment 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

  • 14 -

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

  • (c)Investments in equity instruments at FVTOCI

On initial recognition, the 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 accumula ted 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: Finan cial assets at fair value through profit or loss, available -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.

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 recognition; 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 management; 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 profit 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.

  • 15 -

  • (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 available -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.

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 difference 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 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 since 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.

  • 16 -

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 assets 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 the average credit period of days, as well as observable changes in national or local economic conditions that correlate with default on receivables.

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 va lue 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 rela ted 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 t o 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 princi pal 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 other comprehensive income is reclassified to profit or loss in the year.

In respect of available-for-sale equity securities, impairment loss previousl y 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. S uch 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 against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of th e allowance account is recognized in profit or loss except for uncollectible trade receivable that is written off against the allowance account.

  • 17 -

  • 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 and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment in a debt instrument at FVTOCI, 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. However, on derecognition of an inves tment 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 financial liability derecognized and the consideration paid, including any non -cash assets transferred or liabilities assumed, is recognized in profit or loss.

  • (C)Convertible bonds

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

The conversion option classified as equity is determined by deducti ng the amount of the liability component from the fair 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 e quity will remain in the liability and equity until the conversion option is exercised, in which case, the balance recognized in equity will be transferred to capital surplus - share premium. When the conversion option remains unexercised at maturity, the balance recognized in equity will be transferred to 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.

  • B. Revenue recognition 2018

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

  • 18 -

Revenue from sale of goods

Revenue from sale of goods comes from sales of computer software, hard ware, accessories, equipment, and components, etc. Customers have the right of quotation and user, and the responsibility of resale as goods after shipment.

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.

  • (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 be nefits associated with the transaction will 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 economic 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.

  • C. Defined benefits of retirement

Pension cost for an interim period is calculated on a year -to-date basis by using the actuarially determined pension cost rate at the end of the prior financial year, adjusted for significant market fluctuations since that time and for significant plan amendmen ts, settlements, or other significant one -off events.

  • D. 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 estimated 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 rise 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.

  • E. Investments in associates

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

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

Under the equity method, investments in an associ ate and a joint venture are initially recognized in the consolidated balance sheet at cost and adjusted thereafter to recognize the Group’s share of the profit or loss and other comprehensive income of the associate and joint venture. The Group also recognizes the changes in the equity of associates attributable to share proportion.

  • 19 -

When the Group 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 Group’s proportionate interest in the associate and joint venture. The Group 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 Group’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 other 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.

The entire carrying amount of the investment (i ncluding 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 recogniz ed 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 AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS
September 30,
2018
December 31,
2017
September 30,
2017
Cash on hand and deposits in banks

$ 202

$ 157

$ 524
Checking accounts and demand deposits

94,200

522,509

276,451
Cash equivalents



Time deposits in banks

93,313

173,773

-
Repurchase Bond

-

44,678

333,958
Others


1


2


2

$ 187,716

$ 741,119

$ 610,935
As the end of reporting period, the interest rate at market of deposits, repurchas e bonds,
and time deposits is as follows
September 30,
2018
December 31,
2017
September 30,
2017
Bank deposits
0.01%0.46%
0.01%0.46%
0.01%0.46%
Repurchase Bond
-
1.90%
1.80%
Time deposits
0.60%2.05%
0.60%2.13%
-
FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
September 30,
2018
December 31,
2017
September 30,
2017
Financial assetscurrent

Designated as at fair value through profit or
loss

Domestic convertible bond

$ 40,431
$ 51,009
$ 76,053

Held-to-maturity

DerivativesNot assigned for hedge
Redemption & sell right for
convertible bonds

-
4
5
Non-derivative financial assets

Domestic public offering
securities

-
325
336
Fund beneficiary
certification


-

-

3,952
Total


-

329

4,293
September 30,
2017
0.01%0.46%
1.80%
-
September 30,
2017
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
September 30,
2018
$ 40,431
-
-

-

-






$ 76,053
5
336
3,952
4,293

As the end of reporting period, the interest rate at market of deposits, repurchas e bonds, and time deposits is as follows

7. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

  • 20 -

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



Financial assetsnon-current

Mandatorily measured at FVTPL

Non-derivative assets

Domestic public offering
securities

Fund beneficiary
certification

September 30,
2018
$ 2
1,086
198

40,094

41,380
$ 81,811
$ 14,618

26,199
$ 40,817
December 31,
2017
$ -
-
-

-

-
$ 51,338
$ -

-
$ -
September 30,
2017
September 30,
2017


















$ -
-
-
-
-
$ 80,346
$ -
-
$ -

(1)At the end of the reporting period, outstanding forwa rd exchange contracts not under hedge accounting are as follows:

September 30, 2018

September 30, 2018
Currency

Buy Foreign exchange contracts
USD/NTD
The Group entered into forward exchange
exchange rate fluctuations of foreign currency
Financial assets measured at FVTOCI-2018
Current
Investments in equity instruments at FVTOCI
Non-current
Investments in equity instruments at FVTOCI
Investments in equity instruments at FVTOCI
Current
Domestic
Publicly traded stock
Non-current
Domestic
Publicly traded and emerging stock
Non-publicly traded stock
MaturityDate
Notional Amount
(In Thousands)
2018.10.09
USD 1,200/NTD 35,544
contracts to manage risk exposures due to
denominated asse ts and liabilities.
September 30,2018
$ 11,869
$ 120,704
September 30,2018
$ 11,869
$ 117,318

3,386
$ 120,704
$ 11,869
$ 120,704
September 30,2018



$ 11,869
$ 117,318
3,386
$ 120,704
  1. Financial assets measured at FVTOCI -2018

  2. 21 -

These long-term investments in equity instruments are held for receiving pro fits, under medium to long-term business development strategic purposes. Accordingly, the Group’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 Group’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 a nd 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 Hold ing Co., Ltd. Preferred Shares B, TAISHIN FINANCIAL HOLDING CO., LTD. Preferred Stock E, and CTBC Financial Holding Co., Ltd. Preferred Shares B, Cathay Financial Holding Co., Ltd. Preferred Stock B, and ordinary shares of China Electric Mfg. Corp., with investment amount of NT$2,198, 2,049, 21,011, 9,284, 4,811, 12,600, and 1,558 thousand in May, June, July, and August, 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 Group sold shares of common stocks for NT$339 and NT$856 thousand of ASLAN PHARMACEUTICALS LIMITED(ASLAN -KY), and Chunghwa Precision Test Tech. Co., Ltd. (CHPT) for decreasing investment risks. T he related other equity-unrealized gain or loss on financial assets at FVTOCI of NT$(774) thousand were transferred to retained earnings.

The Group recognized NT$ 4,666 and 5,122 thousand of dividends income, for three and nine months ended September 30, 2018.

9. FINANCIAL ASSETS AT AMORTIZED COST -2018

NCIAL 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)
Yuanta Securities Asia Financial Services Limited 2018
Non-secured USD-denominated Private Fixed Rate
Notes(3)
September 30,2018


$ 507,076
12,586
61,050
$ 580,712
  • (1) As of September 30, 2018, the market interest rate of time deposit over 3 months portion is 1.01%~3.00%, 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 amortized cost under pledge.

  • (3) The group purchased Yuanta Securities Asia Financial Services Limited issued 5 -year Non-secured Fixed Rate Notes, with the face value of USD 2,000 thousand and a coupon rate of 4.10%, on August, 2018.

10. 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
September 30,2017 September 30,2017




$ 84,688
$ 23,840
$ 60,848
  • 22 -

11. FINANCIAL ASSETS CARRIED AT COST-2017

Non-current
Domestic unpublic offering securities
Unex Technology Corporation
Ijoing, Inc.
Fund Beneficiary Certification
Yuanta Diamond Funds SPC
Distinguished by the assessing types of
financial assets
Available-for-sale financial assets
December 31,2017
$ 510
-
$ 21,144
$ 21,654
$ 21,654
September 30,2017 September 30,2017






$ 510
-
$ 21,144
$ 21,654
$ 21,654

Shares of Jotangi technology Co., Ltd. and Ijoing, Inc. had been adjusted into financial assets measured at cost - non-current in 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
September 30,2017 September 30,2017


$ 265,064
$ 11,379
  • (1) On December 31 and September 30, 2017, the market interest rate of time deposit over 3 months portion is 0.60% 2.13%, 1.01% 1.80%, respectively.

  • (2) Please refer to Note 30 for more details on debt investments with no active market under pledge.

13. NOTES AND TRADE RECEIVABLE

Notes receivable
Measured at amortized cost
Total carrying values

Deduct: Allowance for bad debts


Trade receivable
Measured at amortized cost
Total carrying values

Deduct: Allowance for bad debts

September 30,
2018
$ 120,393

-

$ 120,393

$ 1,842,444


42,389)

$ 1,800,055
December 31,
2017
$ 185,925

-

$ 185,925

$ 1,503,811


37,571)

$ 1,466,240
September 30,
2017




(




(




(
$ 170,586

-
$ 170,586
$ 1,523,229

49,703)
$ 1,473,526

For the Nine Months Ended September 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 pos sible irrecoverable amounts. In this regard, the Group’s management believes the Group’s credit risk was significantly reduced.

  • 23 -

The Group applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which permits the use o f lifetime expected loss provision for all trade receivable. The expected credit losses of trade receivable on durable are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor’s current fina ncial 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 different levels 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:

September 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

(
$ 293,033

156)

$ 292,877

(
$ 1,080,049

3,031)

$ 1,077,018

(
$ 277,912

3,765)

$ 274,147

(
$ 67,505


2,893)

$ 64,612

(
$ 90,856


7,094)

$ 83,762

(
$ 31,921
25,444)
$ 6,477
$ 1,168


6)

$ 1,162

(
$1,842,444
42,389)
$1,800,055

The above rate of the expected credit losses of th e Group, the customer of credit rank A~E shall be accessed between 0.05% and 16.00%. Credit rank G is customers who transacts with the Group at first time or whose credit limit were blacklisted, being accessed by 90%~100%. Credit rank H is of foreign custo mers, being accessed by 0.05%~1.00%.

Aging analysis of trade receivable, net

~100%. Credit rank H is of foreign custo mers, being accessed by
g analysis of trade receivable, net
0.05%~1.00%. 0.05%~1.00%.
0~60 days
61~90 days
91~120 days
Over 121 days
Total
September 30,2018


$ 1,078,278
417,476
208,017
138,673
$ 1,842,444

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:

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 September 30, 2018
For the Nine
Months Ended
September 30,
2018
For the Nine
Months Ended
September 30,
2018



$ 37,571
-
37,571
4,818
$ 42,389

For the Nine months ended September 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
September 30,2017




$ 1,008,138
270,728
87,867
156,496
$ 1,523,229
  • 24 -

The above aging analysis was based on the beginning booked date.

As of December 31 and September 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 :

14. Balance at January 1, 2017
Add: Impairment losses/ bad debt expenses
recognized on receivables
Balance at September 30, 2017
INVENTORIES
Raw materials

Work in process

Finished goods

Commodities

Trade receivable
uncollectible
receivable
$ 10,844
$ 337


38,859

-
$ 49,703
$ 337
September 30,
2018
December 31,
2017
$ 2,816
$ 15,641
2,999
8,591
711
659

487,442

465,673
$ 493,968
$ 490,564

uncollectible
receivable



Total
$ 11,181

38,859
$ 50,040
September 30,
2017




$ 12,373
4,456
8,617
342,395
$ 367,841

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$17,627 thousand and NT$2,500 thousand, respectively, were included in the cost of revenue for the three months ended from July 1 to September 30, 2018 and 2017; 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$17,311 and NT$7,934 thousand, respectively, were included in the cost of re venue for the nine months ended September 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 consolidated financial statements

The consolidated entities were as follows:

Investor Investee
Nature of Activities
Proportion of Ownership (%) of Ownership (%) Re-
mark
September
30,
2018
85.37%
100.00%
70.00%
100.00%
December
31,
2017
September
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%

1

12

13

14
  • 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.

  • 25 -

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.
September 30,
2018
$ 672
-

-
$ 672
September 30,
2018
29.82%
-
30.00%
December 31,
2017
$ 4,446
-

-
$ 4,446
December 31,
2017
29.53%
-
30.00%
September 30,
2017
$ 7,146
162

-
$ 7,308
September 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 from 43.98% to 10.00%. The Group lost material influences, and recognized it as financial assets measured at cost-non-current.

The group invested Trident Pacific technolo gy, 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 material infl uence as financial statements of the above investees 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

September 30,
2018

$ 234,892


58,789


38


11,091


2,089



7,820


$ 314,719
December 31,
2017
$ 234,892
60,151
462
13,827
-

751
$ 310,083
September 30,
2017













$ 234,892
60,605
684
8,973
-
985
$ 306,139

Except for depreciation recognized, property, plant and equipment haven’t been increased, disposed and impaired for the nine months ended September 30, 2018 and 2017.

Depreciation expenses were depreciated on a straight -line basis over the estimated 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.

  • 26 -

18. ; LONG -TERM LOANS

19.;
20.;
September 30,
2018
Unsecured loans
Line of credit loans

$ 50,000
Interest rate of bank loans is 0.95% on September 30,
OTHER PAYABLE
September 30,
2018
Salaries and bonuses payable

$ 39,768
Employees', directors', and supervisors'
compensation payable
14,710
Others


90,395

$ 144,873
BOND PAYABLE
September 30,
2018
Unsecure domestic convertible

$ 6,300
Deduct: Discounted bond payable

(
57)
Total of bond payable

6,243
Deduct: due components in a year

(
6,243)
Total

$ -
December 31,
2017
$ -
2017.
December 31,
2017
$ 54,177
15,658

65,047
$ 134,882
December 31,
2017
$ 10,000
(
267)
9,733
(
9,733)
$ -
September 30,
2017
September 30,
2017
$ -
September 30,
2017
$ 32,032
11,784

53,479
$ 97,295
September 30,
2017

(
(

(
(
$ 11,500
378)
11,122
11,122)
$ -

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 0% 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 the last convertible date, if the closing price of Z OTC 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 outs tanding 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 September 30, 2017, liability components

Balance on January 1, 2018, liability components

Interest (2.0618%)
Convertible bonds changed into ordinary shares
(
Balance on September 30, 2018, liability components
$ 28,563
254
17,695)
$ 11,122
$ 9,733
115
3,605)
$ 6,243
  • 27 -

21. RETIREMENT BENEFIT PLANS

For the three and nine months ended Septe mber 30, 2018 and 2017, the Group’s pension costs under the defined contribution method were made payment $145, $154, 436, and 463 thousand, respectively, decided by actuarial pension costs rate on December 31, 2017, and 2016.

22. EQUITY

  • (1)Ordinary Shares
Ordinary Shares
Authorized shares (in thousands)

Authorized capital

Issued and paid shares (in thousands)
Issued capital
September 30,
2018
150,000

$ 1,500,000

122,721

$ 1,227,210
December 31,
2017
150,000

$ 1,500,000

122,480

$ 1,224,804
September 30,
2017









150,000
$ 1,500,000
122,360
$ 1,223,596

The change in share capital is mainly due to bonds payable that changes into ordinary shares, and employee stock options exercised.

As of September 30, 2018, due to the convertible corporate bond converted into ordinary shares but for change registration pending , 18 thousand shares are recognized as share capital to be registered.

  • (2)Capital Surplus
al 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

September 30,
2018
$ 398,347
25,343
2,481
895

536

14,853
$ 442,455
December 31,
2017
$ 396,486
25,343
2,481

300
850

8,675
$ 434,135
September 30,
2017







$ 395,842
25,343
2,481
205
977
7,588
$ 432,436
  • 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 transferre d 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 that, when allocating the net profits for each fiscal year, ZOTC shall first pay taxes and offset its losses in previous years and then set aside the legal capital reserve at 10% of the profits left over, and then set aside or reverse the legal capital reserve. Any balance left over shall be added accumulated undistributed earnings of previous year 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.

  • 28 -

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 ear ning 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 Ans wers 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 Ju ne 14, 2017, respectively, were as follows:

Appropriation of Earnings
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

Other equity
A. Unrealized Gain/Loss from Available -for sale Financial
Balance at January 1, 2017
In respect of the current period
Unrealized profits and losses
Reclassification adjustments
Disposal of available-for-sale financial assets
Balance at September 30, 2017
Balance at January 1, 2018 (IAS 39)
Effect of retrospective application of IFRS 9
Balance at January 1, 2018 (IFRS 9)
Dividends Per Share(NT$) Dividends Per Share(NT$) Dividends Per Share(NT$)
For Fiscal
Year 2017

$
For Fiscal
Year 2016

$ 1.3
Assets
(
(

(
(

$ 1.2
16,723 )
806 )
434
17,095)
15,501 )
15,501
-
$
$
$

(4)Other equity

  • A. Unrealized Gain/Loss from Available -for sale Financial Assets

  • 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
Unrealized profits and lossesequity instruments
Cumulative unrealized gain (loss) of equity instruments
transferred to retained earnings due to disposal
Balance at September 30, 2018
For the Nine
Months Ended
September 30,
2018
$ -
(
10,954)
(
10,954 )
(
2,362 )

774
($ 12,542)
  • 29 -

23. NET INCOME

(1)Other income

T INCOME
Other income
For the Three
Months Ended
September 30,
2018
Interest income
Financial assets at
amortized cost
$ 3,617

Bank deposits
748
Financial assets at
FVTPL
398
Debt investments with no
active market
-
Dividend income
4,666
Rental income
76
Others

1,264

$ 10,769

Other gains and losses
For the Three
Months Ended
September 30,
2018
Net foreign exchange
profit(loss)
$ 1,642
Net gain(Loss) arising on
financial assets at FVTPL
(
867 )
Loss on disposal of available-
for-sale financial assets

-

$ 775

Financial costs
For the Three
Months Ended
September 30,
2018
Interests on bank borrowings
$ 86

Interests on convertible bonds
33

Total
$ 119

Depreciation & amortization
For the Three
Months Ended
September 30,
2018
Property, plant and equipment $ 3,076

Intangible assets

169

$ 3,245

An analysis of depreciation by
function
Operating costs
$ 196

Operating expenses

2,880

$ 3,076

An analysis of amortization by
function
Operating expenses
$ 169
For the Three
Months Ended
September 30,
2017
$ -

2,469
-
34
295
71

136

$ 3,005

For the Three
Months Ended
September 30,
2017
$ 79

1,257
(
434)

$ 902

For the Three
Months Ended
September 30,
2017
$ 12


66

$ 78

For the Three
Months Ended
September 30,
2017
$ 2,049


242

$ 2,291

$ 354


1,695

$ 2,049

$ 242
For the Nine
Months Ended
September 30,
2018
$ 8,663

2,703
398
-
5,122
252

1,882

$ 19,020

For the Nine
Months Ended
September 30,
2018
$ 1,210
2,216

-

$ 3,426

For the Nine
Months Ended
September 30,
2018
$ 86


115

$ 201

For the Nine
Months Ended
September 30,
2018
$ 8,574


518

$ 9,092

$ 773


7,801

$ 8,574

$ 518
For the Nine
Months Ended
September 30,
2017
$ -
3,822
240
3,224
710
214

1,031
$ 9,241
For the Nine
Months Ended
September 30,
2017
( $ 4,101 )
3,996
(
434)
($ 539)
For the Nine
Months Ended
September 30,
2017
$ 54

254
$ 308
For the Nine
Months Ended
September 30,
2017


















$ 5,356
994
$ 6,350
$ 951
4,405
$ 5,356
$ 994
  • (2)Other gains and losses

  • (3)Financial costs

  • (4)Depreciation & amortization

  • 30 -

(5)Employee benefits expense

Post-employment benefits
Defined contribution
plans
Defined benefit plans
Note 21

Share-Based Payment
Equity Swap

Other employee benefits

Total

Employee benefits expense
summarized by function
Recognized in cost of
revenue
Recognized in operating
expenses
For the Three
Months Ended
September 30,
2018
$ 2,166


145


2,311


2,546


64,894

$ 69,751

$ 1,017


68,734

$ 69,751
For the Three
Months Ended
September 30,
2017
$ 1,665

154

1,819


1,316


55,830

$ 58,965

$ 859

58,106
$ 58,965
For the Nine
Months Ended
September 30,
2018
For the Nine
Months Ended
September 30,
2018
For the Nine
Months Ended
September 30,
2017
For the Nine
Months Ended
September 30,
2017
























$ 6,234

436

6,670

6,926

183,805

$ 197,401

$ 3,150

194,251

$ 197,401








$ 5,334
463
5,797
4,160
153,344
$ 163,301
$ 3,047
160,254
$ 163,301

(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 nine months end ed September 30, 2018 and 2017 is as follows:

Estimate Rate

Estimate Rate
Employee compensation
Director’s & Supervisor’s
compensation
Amount
Employee compensation

Director’s & Supervisor’s
compensation
For the Three
Months Ended
September 30,
2018
4.00%
2.00%
For the Three
Months Ended
September 30,
2018
$ 3,611

1,806
For the Three
Months Ended
September 30,
2017
4.00%
2.00%
For the Three
Months Ended
September 30,
2017
$ 4,301

2,151
For the Nine
Months Ended
September 30,
2018
For the Nine
Months Ended
September 30,
2017
4.00%
2.00%
For the Nine
Months Ended
September 30,
2018
4.00%
2.00%
For the Nine
Months Ended
September 30,
2017
$ 9,779

4,890
$ 7,856
3,928

If changes in the very amount after the end of the repor ting 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 February 26, 2018 and February 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
$ -
-
  • 31 -

The distribution amount of employees’, director’s, and supervisor’s compensation in 2017, and 2016 has no difference compared to the recognized amount of consolidated 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
September 30,
2018
$ 388

1,254

$ 1,642
For the Three
Months Ended
September 30,
2017
$ 6,169
(
6,090)

$ 79
For the Nine
Months Ended
September 30,
2018
$ 2,786

(
1,576)

$ 1,210
For the Nine
Months Ended
September 30,
2017
For the Nine
Months Ended
September 30,
2017



(

(

(
(
$ 41,914
46,015)
$ 4,101)

24. INCOME TAXES

INCOME TAXES
(1)Income tax recognized in profit or loss
The major components of tax expenses we
For the Three
Months Ended
September 30,
2018
Current tax
In respect of the current
period
$ 18,842

Adjustments for prior
periods

-

18,842
Deferred tax
Deferred tax for the
period
(
1,845)

Income tax expense
recognized in profit or loss$ 16,997
re as follows:
For the Three
Months Ended
September 30,
2017
$ 11,998


-

11,998

5,824

$ 17,822
For the Nine
Months Ended
September 30,
2018
$ 52,702

(
348)

52,354
(
6,641)

$ 45,713
For the Nine
Months Ended
September 30,
2017




(
(


(
$ 41,680
1
41,681
3,552)
$ 38,129

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
September 30,
2018


$ -

$ -
For the Three
Months Ended
September 30,
2017


$ -
$ -
For the Nine
Months Ended
September 30,
2018


$ 438

$ 438
For the Nine
Months Ended
September 30,
2017
For the Nine
Months Ended
September 30,
2017








$ -
$ -
  • (3)Income tax assessment

The Company and subsidiaries’ income tax returns have been assessed by the Tax Authority as follows:

Co. Name Year of Assessment The company 2016 Zotech technology Co., Ltd. 2016 Zerone Win Investment Co., Ltd. WingWill International Co., Ltd. PetaCom technology Co., Ltd.

  • 32 -

25. EARNINGS PER SHARE

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

;Net Profit for the 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
September 30,
2018
$ 65,537


37

$ 65,574

For the Three
Months Ended
September 30,
2018
122,480
430
495

632


124,037
For the Three
Months Ended
September 30,
2017
$ 83,535


62

$ 83,597

For the Three
Months Ended
September 30,
2017
122,261
817
416

187


123,681
For the Nine
Months Ended
September 30,
2018
$ 184,430


114

$ 184,544

For the Nine
Months Ended
September 30,
2018
122,694
509
749

585


124,537
For the Nine
Months Ended
September 30,
2017
$ 146,766

251
$ 147,017
For the Nine
Months Ended
September 30,
2017




121,979
1,098
797
166
124,040

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 and considered 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 nine months ended September 30, 2017. Owing to anti-diluted, it doesn’t be calculated in each diluted earnings per share.

The exercise price of the third and fourth issued employee stock options is higher than average market price of shares for the three and nine months ended September 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, January 2018, and September 2018, 1,000, 1,860, 2000, and 2,000 options were granted to q ualified employees of the Group, and e ach 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 exercised a portion of them after two years from the date of grant. The options were granted at an exercise price equal to the fair value of the Group’s ordinary shares on the grant date. For any subsequent changes in the Group’s ordinary shares, the exercise p rice of options will be adjusted by the regulated formula, accordingly.

  • 33 -

Information about employees’ stock options was as follows:

Information about employees’ stock options was as follows: Information about employees’ stock options was as follows:
For the Nine Months Ended
September 30,2018
For the Nine Months Ended
September 30,2017
Employee Stock options
Number of
Options
(In Thousands)
Weighted
Average
Exercise Price
(NT$)
Number of
Options
(In Thousands)
Weighted
Average
Exercise Price
(NT$)
Balance, beginning of period

2,633
$ 15.23
2,860
$ 16.50
Options vested

4,000
20.25
-
-
Options exercised
(
27 )
14.57
(
27 )
13.90
Invalid options
(
60 )
14.90
(
140)
15.04
Outstanding options at the end of the
period

6,546
18.30

2,693
15.22
Options exercised at the end of the
period

544

213
Weighted-average
fair
value
of
options vested(NT$)
$ 6.41
$ -
Information about outstanding options at the end of reporting period was as follows:
September 30,
2018
December 31,
2017
September 30,
2017
Range of Exercise
Price(US$)
Weighted-
Average
Remaining
Contractual
Life(Years)
Range of Exercise
Price(US$)
Weighted-
Average
Remaining
Contractual
Life(Years)
Range of Exercise
Price(US$)
Weighted-
Average
Remaining
Contractual
Life(Years)
$ 13.10Note
2.92$ 13.90Note
3.67$ 13.90Note
3.92
15.00Note
3.93 15.90Note
4.68 15.90Note
4.93
18.80Note
5.26
-
-
-
-
20.65
5.92
-
-
-
-
For the Nine Months Ended
September 30,2017
Number of
Options
(In Thousands)
Weighted
Average
Exercise Price
(NT$)
2,860
$ 16.50
-
-
(
27 )
13.90
(
140)
15.04

2,693
15.22

213
$ -
period was as follows:
September 30,
2017
Weighted
Average
Exercise Price
(NT$)
Range of Exercise
Price(US$)
$ 13.10Note
15.00Note
18.80Note
20.65
Range of Exercise
Price(US$)
$ 13.90Note
15.90Note

-

-
Weighted-
Average
Remaining
Contractual
Life(Years)
3.92

4.93
-
-

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 adopts BOPM and Black-Scholes price model to evaluate inputs of stock adopts BOPM and Black-Scholes price model to evaluate inputs of stock adopts BOPM and Black-Scholes price model to evaluate inputs of stock
options in September 2018, January 2018, September 2016 and August 2015 as follows:
September,2018 January,2018 September,2016 August,2015
Securities price of 20.65 Dollars 19.85 Dollars 16.95 Dollars 15.65 Dollars
the vested date
Exercised price 20.65 Dollars 19.85 Dollars 16.95 Dollars 15.65 Dollars
Foreseeable 32.96% 33.81% 38.26% 39.14%~40.47%
volatility rate
Duration 6 Years 6 Years 6 Years 4~5 Years
Foreseeable 0% 0% 0% 0%
dividend rate
No risk rates 0.72% 0.74% 0.56% 0.77%~0.87%

27. CAPITAL RISK MANAGEMENT

The Group engages mainly in the agent of software, without any plans of im posed capital requirements at present and in the future. 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 period ically reviews the policy of capital risk management, for 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.

  • 34 -

28. FINANCIAL INSTRUMENTS

  • (1)Information about Fair value of financial instruments that are not measured at fair value
Information about Fair
value
value of financial instruments that are not measured at fair value of financial instruments that are not measured at fair value of financial instruments that are not measured at fair value of financial instruments that are not measured at fair value of financial instruments that are not measured at fair value of financial instruments that are not measured at fair
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:
September 30, December 31, September 30,
2018 2017 2017
Carrying Carrying Carrying
Amount Fair Value Amount Fair Value
Amount Fair Value
Financial Assets
Measured at amortized cost
-domestic corporate bonds $ 61,050 $ 60,928
$ -
$ -
$ -
$
-
Financial liabilities

Convertible bonds
6,243

9,406
9,733 12,600 11,122 13,455
  • (2)Information about fair value of financial instruments measured at fair value on a recurring basis.

  • A.Fair value hierarchy

September 30, 2018

September 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
Level 1








Level 2
$ -

-
-
1,088

$ 1,088

$ -

-

$ -

Level 2
$ -

-
4

$ 4

$ -
Level 3
$ -

-
-
-

$ -

$ 10,450

3,386

$ 13,836

Level 3
$ -

-
-

$ -

$ -
Total





$ 40,431

66,293
14,816
-

$ 121,540

$ 106,868

-

$ 106,868

Level 1










$ 40,431
66,293
14,816
1,088
$ 122,628
$ 117,318
3,386
$ 120,704
Total



$ 51,009

325
-

$ 51,334

$ 90,289






$ 51,009
325
4
$ 51,338
$ 90,289
  • 35 -

September 30, 2017

September 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
$ 76,053


3,952
336
-

$ 80,341

$ 84,688
Level 2
$ -

-
-
5

$ 5

$ -
Level 3
$ -

-
-
-

$ -

$ -
Total













$ 76,053
3,952
336
5
$ 80,346
$ 84,688

There were no transfers between Level 1 and Leve l 2 for nine months ended September 30, 2018 and 2017, respectively.

  • B. Valuation techniques and inputs applied for the purpose of measuring Level 2 fair value measurement

  • Financial Instruments Valuation Techniques and Inputs Derivatives—Foreign exchange forward Discounted Cash Flow Method: Using exchange rate at contract the end 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 right of convertible bonds

  - Valuation model of binomial tree of convertible bond: Using securities prices, no risk rate, and risk discount rate evaluates fair values of financial assets of convertible bonds.
  • C.Valuation techniques and assumptions u sed 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 expected present value of profits and losses calculated by held investments with refer ence to the publicly traded company and similar companies.

  • (3)Categories of financial instruments

Financial assets

Financial assets measured at FVTPL
Held for trading

Designated as at FVTPL

Mandatorily measured at FVTPL
Loans and receivables (Note 1)

Available-for-sale financial assets
Note 2

Financial
assets
measured
at
amortized cost (Note 3)

Financial assets measured at FVTOCI

Investments
in
equity
instruments

Financial liabilities

Measured at amortized cost(Note4)
September 30,
2018
$ -

40,431
82,197
-
-
2,695,414
132,573
1,471,181
December 31,
2017
$ 329

51,009
-
2,619,647
111,943
-
-
1,397,491
September 30,
2017
$ 4,293
76,053
-
2,537,126
106,342
-
-
1,278,115

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 receivabl e, and refundable deposits.

Note 2:The balances included available-for-sale financial assets measured at cost.

  • 36 -

Note ; 3:The balances included financial assets measured at amortized cost, which comprise cash and cash equivalents, investments in debt ins truments, notes receivable, trad e receivable, other receivable and refundable depo sits.

Note 4:The balances included financial liabilities measured at amortized cost, which comprise short-term loans, trade payable, other payable, and current portion of bonds payable.

(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 at any time.

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 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 cu rrency 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 reporting period are set out in Note 32.

Sensitivity analysis

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

The sensitivity analysis included only outstanding foreign currency denominated monetary items and adjusts their translation at the end of the reporting period for a 5% change in foreign currency rates. If interest rates had been 5 % higher/lower, the Group’s net profit for the nine months ended September 30, 2018 and 2017 would increase /decrease by $4,855 thousand and decrease/increase $8,445 thousand, respectively.

(B) Interest rate risk

The Group exposed to the risk of interest rate at fair value, since holding the fixed-rate loan, accessing the interest rate of the bank loan regularly, observing influences on profits or losses from fluctuation range of the interest rate, keeping contact with the bank based on the 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

Sensitivity analysis
September 30,
2018
$ 538,395

56,243
229,830
December 31,
2017
$ 366,576

9,733
598,289
September 30,
2017
$ 569,619
11,122
317,235

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.

  • 37 -

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 nine months ended September 30, 2018 and 2017 would increase/ decrease by $862 thousand and $1,190 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 controlling risks by holding different investment portfolios.

Sensitivity analysis

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

Assuming a hypothetical increase/decrease of 5% in prices of the equity investments, increased/decreased by NT$6,1 31 thousand, because of the change in fair value of financial assets at FVTPL, respectively., at the end of the reporting period for the nine months ended September 30, 2018, the other comprehensive income would have increased/decreased by NT$6, 035 thousand, because of the change in fair value of financial assets at FVTOCI, respectively, at the end of the reporting period for the nine months ended September 30, 2018.

Assuming a hypothetical increase/decrease of 5% in prices of the equity investments, increased/decreased by NT$4,017 thousand, because of the change in fair value of investments held for trading, respectively, at the end of the reporting period for the nine months ended September 30, 2017, the other comprehensive income would have increased/decreased by NT$ 4,234 thousand, because of the change in fair value of available -for-sale financial assets, respectively.

B.;Credit risk

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 reporting 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 financi al assets as stated in the consolidated 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 ins ignificant, 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 September 30, 2018, December 31, 2017 and September 30, 2017, the Group’s five largest customers accounted for 35%, 36% and 40% 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.

  • 38 -

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.

September 30, 2018

September 30, 2018
Non-derivative financial liabilities
No Interest-bearing liabilities

Fixed rate instruments


;December 31, 2017
Non-derivative financial liabilities
No Interest-bearing liabilities

Fixed rate instruments


September 30, 2017
Non-derivative financial liabilities
No Interest-bearing liabilities

Fixed rate instruments

Less than 1 Year
$ 1,414,938


56,300

$ 1,471,238

Less than 1 Year
$ 1,387,758


10,000

$ 1,397,758

Less than 1 Year
$ 1,266,993


11,500

$ 1,278,493
1-5 Years
$ -

-

$ -

1-5 Years
$ -

-

$ -

1-5 Years
$ -

-

$ -
5+ Years




$ -
-
$ -
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 September 30, 2018, December 31, 2017 and September 30, 2017, the Group’s unused short-term credit of limit of the bank were 770,000 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 disclose d in this note. Besides as disclosed elsewhere in the other notes, details of transactions between the Group and other related parties were disclosed below.

Compensation of key management personnel

Short-term employee benefits
For the Three
Months Ended
September 30,
2018
$ 2,455
For the Three
Months Ended
September 30,
2017
$ 2,871
For the Nine
Months Ended
September 30,
2018
For the Nine
Months Ended
September 30,
2018
For the Nine
Months Ended
September 30,
2017
$ 23,596
For the Nine
Months Ended
September 30,
2017
$ 23,596
$ 25,752
$ 23,596

; Salaries of the boarders and other key management personnel are decided by personal performance and economic market trend through the compensation committee.

  • 39 -

30. PLEDGED ASSETS

  • ;The following assets of the Group are guaranteed by the assets pledged for loans of the

  • bank and broker, as well as tariff of importing commodities.

Property, plant and equipment, Net

Pledged Time Deposits(Financial assets
at amortized costnon-current)
Pledged Time Deposits(Debt investments
with no active marketnon-current)
September 30,
2018
$ 293,681
12,586

-
$ 306,267
December 31,
2017
$ 295,043
-

11,539
$ 306,582
September 30,
2017
September 30,
2017






$ 295,497
-
11,379
$ 306,876
  1. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

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

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

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:

September 30, 2018

September 30, 2018
F i n a n c i a l a s s e t s
Monetary items

USD


F i n a n c i a l l i a b i l i t i e s
Monetary items

USD

;December 31, 2017
F i n a n c i a l a s s e t s
Monetary items

USD


F i n a n c i a l l i a b i l i t i e s
Monetary items

USD
Foreign
Currencies

$ 18,580

21,761

Foreign
Currencies

$ 19,816




23,396
Exchange Rate
30.525USD:NTD




30.525USD:NTD

Exchange Rate
29.735USD:NTD



29.835USD:NTD
Carrying
Amount




$ 567,155
$ 664,255
Carrying
Amount



$ 589,229
$ 698,020
  • 40 -
September 30, 2017
F i n a n c i a l a s s e t s
Monetary items

USD


F i n a n c i a l l i a b i l i t i e s
Monetary items

USD
Foreign
Currencies

$ 27,559

21,900
Exchange Rate
30.232USD:NTD




30.332USD:NTD
Carrying
Amount




$ 833,164
$ 664,271

The material foreign exchange profit/loss(realized and unrealized) was as follows:

Foreign currencies
USD

Foreign currencies
USD
For the Nine Months Ended
September 30,2018

Exchange Rate
Net Foreign
exchange
profit(loss)
29.915USD:NTD
$ 1,210

For the Three Months Ended
September 30,2018

Exchange Rate
Net Foreign
exchange
profit(loss)
30.672USD:NTD
$ 1,642
For the Nine Months Ended
September 30,2018

Exchange Rate
Net Foreign
exchange
profit(loss)
29.915USD:NTD
$ 1,210

For the Three Months Ended
September 30,2018

Exchange Rate
Net Foreign
exchange
profit(loss)
30.672USD:NTD
$ 1,642
For the Nine Months Ended
September 30,2017
For the Nine Months Ended
September 30,2017
For the Nine Months Ended
September 30,2017
Exchange Rate
Net Foreign
exchange
profit(loss)
30.539USD:NTD
($ 4,101)
For the Three Months Ended
September 30,2017
Net Foreign
exchange
profit(loss)

Exchange Rate
30.672USD:NTD
Exchange Rate
30.267USD:NTD
Net Foreign
exchange
profit(loss)
$ 79

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 per iod (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 million or 20% of the paid-in capital: None.

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

  • G. ;Total purchases from or sales to related parties amounting to at least NT$100

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

  • I. ;;Trading in derivative instruments: Please refer appendix 7.

  • J.; Other:The business relationship between the 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.

  • 41 -

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 performanc e assessment. The department of the Group’s brand agent business division or others shall be reported.

(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 September 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 September 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
$ 4,819,917


-

$ 4,819,917

$ 311,378

The brand agent
business division
$ 4,420,273


-

$ 4,420,273

$ 277,834
Other

$ 75,087

1,862

$ 76,949

$ 18,685)

Other

$ 117,773

5,960

$ 123,733

$ 6,625
Eliminations
$ -

1,862)

$ 1,862)


$ -





Eliminations
$ -

5,960)

$ 5,960)


$ -





Total



(

(
(

$ 4,895,004

-

4,895,004
$ 4,895,004
$ 292,693
(
81,923 )
19,020
3,426
(
201 )
(
3,774)
$ 229,241

Total







(
(
$ 4,358,046

-

4,358,046
$ 4,358,046
$ 284,459
(
104,147 )
9,241
(
539 )
(
308 )
(
4,644)
$ 184,062

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.

  • 42 -

(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 shouldn’t be recovered.

  • (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
September 30,
2018
$ 455,241


1,047,303
220,363
101,963

3,020

$ 1,827,890
For the Three
Months Ended
September 30,
2017
$ 733,712

603,609
207,934
117,642

14,565

$ 1,677,462
For the Nine
Months Ended
September 30,
2018
$ 1,675,241

2,133,017
845,994
232,212

8,540

$ 4,895,004
For the Nine
Months Ended
September 30,
2017
For the Nine
Months Ended
September 30,
2017









$ 1,785,642
1,764,138
692,971
255,768
39,527
$ 4,538,046
  • 43 -

ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES MARKETABLE SECURITIES HELD

FOR NINE MONTHS ENDED September 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
HoldingCompany
Financial Statement Account September 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
Tong Ming Enterprise Co., Ltd.-1stdomestic
unsecured convertible corporate bonds
Yuanta Securities Asia Financial Services
Limited-2018 Non-secured USD-
denominated Private Fixed Rate Notes













Financial assets at FYTPL-
current
Financial assets at FYTPL-
current
Financial assets at FYTPL-
current
Financial assets at FYTPL-
current
Financial assets at FYTPL-
current
Financial assets at FYTPL-
current
Financial assets at FYTPL-
current
Financial assets at FYTPL-
current
Financial assets at FYTPL-
current
Financial assets at FYTPL-
current
Financial assets at FYTPL-
current
Financial assets at FYTPL-
current
Financial assets at amortized
costnon-current
40Units
150Units
30Units
30Units
20Units
10Units
50Units
5Units
30Units
40Units
7Units
10Units

20Units
$ 4,154
12,600
3,000
3,015
2,000
1,054
5,100
498
3,150
4,104
728
1,028
61,050
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 4,154
12,600
3,000
3,015
2,000
1,054
5,100
498
3,150
4,104
728
1,028
61,050
Continued
  • 44 -
Holding
Company
Marketable Securities Type and Issuer’s Name
Note 1
Security Issuer’s
Relationship with the
HoldingCompany
Financial Statement Account September 30,2018 September 30,2018 Note
Shares/Units Carrying Values Percentage of
Ownership (%)
Market Prices/
Net value of equities
Securities
Jiyuan Packaging Holdings Ltd.
Cathay Financial Holdings Preferred Stock A
Union Bank of Taiwan Preferred Stock A
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 FYTPL-
current
Financial assets at FYTPL-
non-current
Financial assets at FYTPL-
non-current
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
10,000
166,000
80,000
50,000
60,000
6,000
490,000
3,200,000
260,074
34,000
40,000
350,000
170,000
$ 198
10,458
4,160
3,380
2,490
2,769
16,415
31,264
6,879
2,142
2,080
21,350
9,095
-
0.02
0.04
0.06
0.04
0.02
1.60
0.80
0.48
0.00
0.02
0.05
0.03
$ 198
10,458
4,160
3,380
2,490
2,769
16,415
31,264
6,879
2,142
2,080
21,350
9,095
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
Continued
  • 45 -
Holding
Company
Marketable Securities Type and Issuer’s Name
Note 1
Security Issuer’s
Relationship with the
HoldingCompany
Financial Statement Account September 30,2018 September 30,2018 Note
Shares/Units Carrying Values Percentage of
Ownership (%)
Market Prices/
Net value of equities
ZeroneWin
PetaCom
CTBC Financial Holding Co., Ltd. Preferred
Shares B








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 FYTPL-
non-current
Financial assets at FVTOCI
current
Financial assets at FYTPL-
current
78,000
210,000
1,000,000
175,000
7,000
7,000
2,972,055
$ 4,875
12,768
10,450
3,386
26,199
3,230
40,094
0.02
0.03
2.72
1.68
-
0.02
-
$ 4,875
12,768
10,450
3,386
26,199
3,230
40,094
Cathay Financial Holding Co., Ltd. Preferred
Stock 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

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 -

ZERO ONE TECHNOLOGY CO., LTD.AND SUBSIDIARIES INFORMATION ON INVESTEES FOR NINE MONTHS ENDED SEPTEMBER 30, 2018

Table 2 (In Thousands of New T aiwan Dollars)

Investor Company Investee
Company
Location Main Businesses Investment Amount Investment Amount As of September 30,2018 As of September 30,2018 As of September 30,2018 Net Income
(Loss) of the
Investee
Share of
Profits/Losses
of Investee
Note
September 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
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
$ 42,083
-
672
85,687
2,516
40,977
$ 3,097
(
124 )
(
12,489 )
(
8,340 )
(
4,519 )
(
7,073 )
$ 2,643

-
(
3,774 )
(
8,340 )
(
3,164 )
(
7,073 )
Subsidiary


Subsidiary
Sub-
subsidiary
Sub-
subsidiary
Navizot Inc.
Trident Pacific Inc.
ZeroneWin Investment Co., Ltd.

WingWill International Co., Ltd.
PetaCom technology Co., Ltd.
  • 47 -

ZERO ONE TECHNOLOGY CO., LTD.AND SUBSIDIARIES INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR NINE MONTHS ENDED SEPTEMBER 30, 2018

Table 3 (Amounts in Thousands of New Taiwan Dollars)

Table 3 (Amounts in Thousands of New (Amounts in Thousands of New (Amounts in Thousands of New Taiwan Dollars)
No.
Note 1
Company Name Counterparty Nature of
Relationship
Note 2
Transactions Details
Financial Statement Account
Amount
Transaction Terms Percentage of
Consolidated Total
Revenues
or Total Assets
Note 3
0 The company Zotech Technology Co., Ltd.
WingWill international Co., Ltd.
PetaCom Technology Co., Ltd.
1
1
1
Service income
Cost of goods sold
Trade receivable
Guarantee deposits received
$ 714
84
286

90
405
1,072
782
410
89
257
511
626
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; if the account is an income statement accoun t, 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 from those to non-related parties.

  • 48 -