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Zero One Technology Co., Ltd. Interim / Quarterly Report 2020

Dec 7, 2020

52262_rns_2020-12-07_878eb0f1-4587-4623-a8bf-e3707bc386d8.pdf

Interim / Quarterly Report

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Code 3029

ZERO ONE TECHNOLOGY CO., LTD.

AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019 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
Page No.
1Cover
1
2Table of Contents
2
3Independent Auditors’ Review Report
3
4Consolidated Balance Sheets
4
5Consolidated Statements of Comprehensive Income
5
6Consolidated Statements of Changes in Equity
6
7Consolidated Statements of Cash Flows
78
8Notes to Consolidated Financial Statements
(1) General
9
(2) The date and procedures of authorization of
financial statements
9
(3) Application of new and revised standards and
interpretations
9~10
(4) Summary of significant accounting policies
10~11
(5) Critical Accounting judgements and key sources
of estimation and uncertainty
11
(6) Explanation of significant accounts
11~32
(7) Transactions with related parties
32
(8) Assets pledged as collateral
32
(9) Significant
contingent
liabilities
and
unrecognized commitments
32
(10)Significant assets and liabilities denominated in
foreign currencies
3233
(11)Separately disclosed items
A. Information on significant transactions
343740
B. Information on investees
3441
C.;Intercompany relationships and significant
intercompany transactions
3442
D. Information on investment in Mainland China
3443
E. Information of major shareholders
3444
(12)Segment information
34~36
Financial
Report’s
Note No.
-
-
-
-
-
-
-
1
2
3
4
5
626
27
28
29
30
31
31
31
31
31
32
  • 2 -

INDEPENDENT AUDITORS’ REVIEW REPORT

The Board of Directors and Shareholders Zero One Technology Company Limited

Introduction

We have reviewed the accompanying consolidated financial statements of Zero One Technology Company Limited and its subsidiaries (the “Group” as of September 30, 2020 and 2019 and the consolidated statements of comprehensive income for the three months ended September 30, 2020 and 2019 and the nine months ended September 30, 2020 and 2019, changes in equity and cash flows for the nine-month periods then ended September 30, 2020 and 2019, and the notes to the consolidated financial statements, including a summary of significant accounting policies. 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,” endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China. Our responsibility is to express a conclusion on the consolidated financial statements based on our reviews.

Scope of Review

We conducted our reviews in accordance with Statement of Auditing Standards No. 65 “Review of Financial Information Performed by the Independent Auditor of the Entity”. A review of consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our reviews, nothing has come to our attention that caused us to believe that the accompanying consolidated financial statements do not present fairly, in all material respects, the financial position of the Company as of September 30, 2020 and 2019, its consolidated financial performance for the three months ended September 30, 2020 and 2019 and the nine months ended September 30, 2020 and 2019 and its consolidated cash flows for the nine months ended September 30, 2020 and 2019, 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.

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

Deloitte & Touche

Taipei, Taiwan Republic of China November 4, 2020

  • 3 -

ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS September 30, 2020, December 31, 2019, and September 30, 2019

(In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Note 6)

Financial assets at fair value through profit or loss - current (Note 7)

Financial assets at amortized cost-current (Note 9)

Notes receivable (Note 10)

Trade receivables (Note 10)

Current tax assets (Note 4)

Inventories (Note 11)

Other current assets

Total current assets


NON-CURRENT ASSETS

Financial assets at fair value through profit or loss - non-current (Note 7)
Financial assets at fair value through other comprehensive income-
non-current (Note 8)

Financial assets at amortized cost - non-current (Notes 9 and 28)

Property, plant and equipment (Notes 14 and 28)

Right-of-use assets (Notes 15)

Other intangible assets

Deferred tax assets (Note 4)

Refundable deposits

Prepayments for investments

Total non-current assets


TOTAL

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Note 16)

Financial liabilities at fair value through profit or loss - current (Note 7)

Trade payables

Other payables (Note 17)

Current tax liabilities (Note 4)

Lease liabilities - current (Notes 15)

Other current liabilities

Total current liabilities


NON-CURRENT LIABILITIES

Deferred tax liabilities (Note 4)

Lease liabilities - non-current (Notes 15)

Net defined benefit liabilities - non-current (Notes 4 and 19)

Other non-current liabilities

Total non-current liabilities


Total liabilities

EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 20)
Share capital
Ordinary shares

Capital surplus

Retained earnings

Legal reserve

Special reserve

Unappropriated earnings

Total retained earnings

Other equity

Total equity attributable to owners of the Company


NON-CONTROLLING INTERESTS


Total equity


TOTAL
September 30, 2020
(Reviewed)
Amount
%

$ 399,898
8

40,107
1

540,973
11

185,379
4

1,865,612
39

829
-

918,165
19


31,150

1


3,982,113
83



34,977
1

316,499
7

86,494
2

308,094
6

14,852
-

973
-

38,553
1

6,499
-


10,000

-


816,941
17


$ 4,799,054
100

$ -
-

-
-

1,787,415
37

184,459
4

37,511
1

7,444
-


205,994

4


2,222,823
46



57
-

7,492
-

20,863
1


800

-


29,212

1



2,252,035
47


1,252,722
26


476,039
10


219,863
5

-
-


576,421
12


796,284
17


10,388

-


2,535,433
53



11,586

-



2,547,019
53


$ 4,799,054
100
September 30, 2020
(Reviewed)
Amount
%

$ 399,898
8

40,107
1

540,973
11

185,379
4

1,865,612
39

829
-

918,165
19


31,150

1


3,982,113
83



34,977
1

316,499
7

86,494
2

308,094
6

14,852
-

973
-

38,553
1

6,499
-


10,000

-


816,941
17


$ 4,799,054
100

$ -
-

-
-

1,787,415
37

184,459
4

37,511
1

7,444
-


205,994

4


2,222,823
46



57
-

7,492
-

20,863
1


800

-


29,212

1



2,252,035
47


1,252,722
26


476,039
10


219,863
5

-
-


576,421
12


796,284
17


10,388

-


2,535,433
53



11,586

-



2,547,019
53


$ 4,799,054
100
September 30, 2020
(Reviewed)
Amount
%

$ 399,898
8

40,107
1

540,973
11

185,379
4

1,865,612
39

829
-

918,165
19


31,150

1


3,982,113
83



34,977
1

316,499
7

86,494
2

308,094
6

14,852
-

973
-

38,553
1

6,499
-


10,000

-


816,941
17


$ 4,799,054
100

$ -
-

-
-

1,787,415
37

184,459
4

37,511
1

7,444
-


205,994

4


2,222,823
46



57
-

7,492
-

20,863
1


800

-


29,212

1



2,252,035
47


1,252,722
26


476,039
10


219,863
5

-
-


576,421
12


796,284
17


10,388

-


2,535,433
53



11,586

-



2,547,019
53


$ 4,799,054
100
December 31, 2019
(Audited)
Amount
%
December 31, 2019
(Audited)
Amount
%
September 30, 2019
(Reviewed)
September 30, 2019
(Reviewed)
September 30, 2019
(Reviewed)
Amount
$ 399,898
40,107
540,973

185,379
1,865,612

829
918,165


31,150


3,982,113

34,977
316,499
86,494
308,094
14,852
973
38,553
6,499

10,000


816,941

$ 4,799,054

$ -
-
1,787,415

184,459
37,511
7,444

205,994


2,222,823

57
7,492
20,863

800


29,212


2,252,035


1,252,722


476,039

219,863
-

576,421


796,284


10,388


2,535,433


11,586


2,547,019

$ 4,799,054
Amount
$ 906,079

77,941
250,507
207,836
1,925,121

-
749,373


14,518


4,131,375

29,990
200,757
66,935
312,262
10,038
1,263
42,599
4,535

-


668,379

$ 4,799,754

$ 360,000
589
1,725,429

167,063
66,684
5,098

163,777


2,488,640

-
4,539
20,827

1,170


26,536


2,515,176


1,242,672


466,269

184,732
16,844

381,394


582,970


13,873)


2,278,038


6,540


2,284,578

$ 4,799,754
%











































































8
1
11
4
39
-
19

1
83
1
7
2
6
-
-
1
-

-
17
100
-
-
37
4
1
-

4
46
-
-
1

-

1
47
26
10
5
-
12
17

-
53

-
53
100














































$ 335,497
7
65,425
1
699,048
13
279,128
5
1,754,979
34
1,314
-
1,319,535
25

34,794

1

4,489,720
86
30,280
1
251,768
5
81,624
1
314,412
6
8,303
-
1,395
-
42,509
1
5,341
-

-

-

735,632
14
$ 5,225,352
100
$ 150,000
3
-
-
2,035,186
39
381,418
7
57,249
1
4,553
-

143,072

3

2,771,478
53
793
-
3,803
-
21,918
1

1,171

-

27,685

1

2,799,163
54

1,246,352
24

470,136

9
184,732
4
16,844
-

494,764

9

696,340
13

7,476

-

2,420,304
46

5,885

-

2,426,189
46
$ 5,225,352
100










































(



19
2
5
4
40
-
16

-
86
1
4
1
7
-
-
1
-

-
14
100
8
-
36
4
1
-

3
52
-
-
-

-

-
52
26
10
4
-

8
12

-
48

-
48
100
  • 4 -

ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the nine months ended September 30, 2020 and 2019

(Reviewed, Not Audited) (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUES
Net sales

OPERATING COSTS (Note 11 and 21)
Cost of goods sold

GROSS PROFIT

OPERATING EXPENSES (Note 21)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit loss (reversed) recognized on
trade receivables (Note 10)
Total operating expenses

PROFIT FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES
(Note 21)
Interest income
Other income
Other gains and losses (Note 13)
Net gain/(loss) on derecognition of financial assets
at amortized cost(Note 9)
Finance costs

Total non-operating income and expenses

PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Note 4& 22)

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
;Items that may be reclassified subsequently to
profit or loss:
Exchange differences on translating the financial
statements of foreign operations
Income tax relating to items that may be
reclassified subsequently to profit or loss
Other comprehensive income (loss) for the
period, net of income tax
TOTAL COMPREHENSIVE INCOME(LOSS) 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 23)
Basic

Diluted
For the Three Months For the Three Months Ended September 30 Ended September 30
100

91


9

4
2
-

1


7


2

1
-

-
-

-


1

3

1


2

-

-


-


-


2

2


-


2

2


-


2


For the Nine Months For the Nine Months Ended September 30 Ended September 30
2020
100

89

11

4
2
-

-


6


5

-
-
1

-

-


1

6

1


5

(
1 )
-

-

(
1)


4

5


-


5

4


-


4


2019 2020
100

90

10

4
1
-

-


5


5

1
-
-
-

-


1

6

1


5


-

-

-


-


5

5


-


5

5


-


5


2019
Amount
$ 2,467,016

2,206,966

260,050

98,387
34,752
2,056
942

136,137

123,913

3,193
7,290
7,472
-
471)

17,484

141,397
26,765

114,632


11,565 )
207
60)

11,418)

$ 103,214

$ 115,138
506)

$ 114,632


$ 103,661
447)

$ 103,214

$ 0.92
$ 0.90
Amount
$ 2,382,849

2,175,566

207,283

88,018
34,982
1,526
30,832

155,358

51,925

7,091
4,624

1,750 )
3,745
965)

12,745

64,670
12,902

51,768


2,265
-
-

2,265

$ 54,033

$ 52,323
555)

$ 51,768

$ 54,588
555)

$ 54,033

$ 0.42
$ 0.41
Amount
$ 7,598,541

6,800,124

798,417

275,558
107,562
4,789
1,794

389,703

408,714

15,368
13,353
2,944
-
2,068)

29,597

438,311
90,014

348,297


1,092 )

221 )
-

1,313)

$ 346,984

$ 349,978
1,681)

$ 348,297

$ 348,781
1,797)

$ 346,984

$ 2.82
$ 2.73
Amount
$ 6,480,591

5,845,444

635,147

245,721
99,394
4,509
21,311

370,935

264,212

17,463
7,796
6,473
3,745
1,553)

33,924

298,136
62,522

235,614

8,248
-
-

8,248

$ 243,862

$ 237,067
1,453)

$ 235,614

$ 245,315
1,453)

$ 243,862

$ 1.92
$ 1.88






(



(
(
(


(



(








(
(








(


(








(



(
(

(


(


(








(







(


(


100
90
10
4
2
-

-

6

4
1
-
-
-

-

1
5

1

4
-
-

-

-

4
4

-

4
4

-

4
  • 5 -

ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the nine months ended September 30, 2020 and 2019

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

BALANCE, JANUARY 1, 2019


Appropriation of the 2018 earnings

Legal reserve

Special reserve

Cash dividends distributed by the Company-NT $1.5 per
share

Net profit (loss) for the nine months ended September 30,
2019

Other comprehensive income (loss) for the nine months
ended September 30, 2019, net of income tax

Total comprehensive income (loss) for the nine months
ended September 30, 2019, net of income tax

Convertible bonds converted to capital stock


Share based payment transaction - employee stock option


Issuance of ordinary shares under employee share options


Issuance of restricted stock awards


Share based payment transaction – restricted stock awards


Cash dividends distributed by subsidiaries


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

BALANCE, September 30, 2019


BALANCE, JANUARY 1, 2020


Appropriation of the 2019 earnings

Legal reserve

Special reserve

Cash dividends distributed by the Company– NT $2.0 per
share

Net profit (loss) for the nine months ended September 30,
2020

Other comprehensive income (loss) for the nine months
ended September 30, 2020, net of income tax

Total comprehensive income (loss) for the nine months
ended September 30, 2020, net of income tax

Changes in percentage of ownership interests in subsidiaries


Share based payment transaction – restricted stock awards


Share based payment transaction - employee stock option


Recall of unissued shares of restricted stock awards


Issuance of ordinary shares under employee share options


Cash dividends distributed by subsidiaries


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

Non-controlling interests


BALANCE, September 30, 2020
Equity Attributable to Owners of the Company Equity Attributable to Owners of the Company Equity Attributable to Owners of the Company Equity Attributable to Owners of the Company Equity Attributable to Owners of the Company Total
$ 2,196,297

-
-

184,603 )
237,067

8,248

245,315

5,099
8,715
4,491

-
2,724
-

-

$ 2,278,038

$ 2,420,304

-
-

249,574 )
349,978


1,197)

348,781


3,199 )
4,367
5,413
-
9,341
-


-
-

$ 2,535,433
Non-
controlling
Interests
$ 8,293

-
-

-

(
1,453 )

-

(
1,453)

-
-
-
-
-
(
300 )

-

$ 6,540

$ 5,885

-
-

-

(
1,681 )
(
116)

(
1,797)


3,199
-
-
-
-
(
108 )
-

4,407

$ 11,586
Total Equity Total Equity
Share Capital
Shares
(In Thousand) ** Issued Capital**
122,896
$ 1,228,965

-
-
-
-
-
-
-
-

-

-


-

-

338
3,377
-
-
333
3,330
700
7,000
-
-
-
-

-

-


124,267
$ 1,242,672

124,635
$ 1,246,352

-
-
-
-
-
-
-
-

-

-


-

-

-
-

-
-
-
-
(
12 ) (
120 )
649
6,490
-
-
-
-

-

-


125,272
$ 1,252,722
Capital
Surplus

$ 446,515

-
-
-
-
-

-

1,722
8,715
1,161
8,156
-
-
-

$ 466,269

$ 470,136

-
-
-
-
-

-


2,481 )
-
5,413

120
2,851
-
-
-

$ 476,039
**Retained ** Earnings Total
$ 537,661


-

-

184,603 )
237,067
-

237,067

-
-
-
-
-
-

7,155)

$ 582,970

$ 696,340


-
-

249,574 )
349,978
-

349,978


718 )
-
-
-
-
-
258
-

$ 796,284
Other Equity Total
$ 16,844 )
-
-
-

-
8,248

8,248

-
-
-

15,156 )
2,724
-
7,155

$ 13,873)

$ 7,476

-
-
-

-

1,197)


1,197)

-

4,367
-
-
-
-

258 )
-

$ 10,388
Exchange
differences on
translating the
financial
statements of
foreign
operations
$ -

-
-

-
-

-


-

-
-
-
-
-
-

-

$ -

$ -

-
-

-
-
(
155)

(
155)


-
-
-
-
-
-
-


-

($ 155)
Unrealized
gain (loss) on
Financial
Assets at
FVTOCI
( $ 16,844 )
-
-
-
-

8,248


8,248

-
-
-
-

-
-

7,155

($ 1,441)

$ 17,865

-
-
-
-
(
1,042)

(
1,042)

-
-
-
-
-
-
(
258 )

-

$ 16,565
Unearned
Employee
benefits
$ -

-
-
-
-
-

-

-
-
-

15,156 )
2,724
-
-

$ 12,432)

$ 10,389 )
-
-
-
-
-

-

-
4,367
-
-
-
-

-

-

$ 6,022)
Shares
**(In Thousand) **
122,896

-
-
-
-

-


-

338
-
333
700
-
-

-


124,267

124,635

-
-
-
-

-


-

-
-
-
(
12 )
649
-
-

-


125,272
Legal Reserve
$ 159,438

25,294
-
-
-

-


-

-
-
-
-
-
-

-

$ 184,732

$ 184,732

35,131
-

-
-

-


-


-
-
-
-
-
-
-

-

$ 219,863
Special
Reserve
$ 15,501

-

1,343

-

-
-

-

-
-
-
-
-
-
-

$ 16,844

$ 16,844

-


16,844 )
-

-
-

-

-

-
-
-
-
-
-
-

$ -
Unappropriated
Earnings
$ 362,722

(
25,294 )
(
1,343 )
(
184,603 )
237,067

-


237,067

-
-
-
-
-
-
(
7,155)

$ 381,394

$ 494,764

(
35,131 )

16,844
(
249,574 )
349,978

-


349,978

(
718 )
-
-
-
-
-
258

-

$ 576,421






(









(









(


















(




(
(
(


(


(

(


(




(


(



(


(









(
(


(
(



(

(
(
(




(

(
(




(
(


(

(

(
(
(


(






(
(

(




(

(
(




(
(
(

(


(



(



(

(

(

$ 2,204,590
-
-

184,603 )

235,614
8,248
243,862
5,099
8,715
4,491
-
2,724

300 )
-
$ 2,284,578
$ 2,426,189
-
-

249,574 )

348,297

1,313)
346,984
-
4,367
5,413
-
9,341

108 )
-
4,407
$ 2,547,019
  • 6 -

ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the nine months ended September 30, 2020 and 2019 (Reviewed, Not Audited)

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax
Adjustments for:
Depreciation expenses
Amortization expenses
Expected credit loss recognized on trade receivables
Net gain on fair value change of financial assets and
liabilities at fair value through profit or loss
Finance costs
Net gain on derecognition of financial assets at
amortized cost
Interest income
Dividend income
Costs of share-based payment
Gain on disposal of investments accounted for
using equity method
Write-downs of inventories
Net loss(gain) on foreign currency exchange
Changes in operating assets and liabilities
Financial assets mandatorily classified as at fair
value through profit or loss
Notes receivable
Trade receivables
Inventories
Other current assets
Trade payables
Other payables
Other current liabilities
Net defined benefit liabilities
Cash generated from operations
Income tax paid
Net cash generated from operating activities
For the Nine Months Ended
September 30
For the Nine Months Ended
September 30
2020
$ 438,311
17,268
606

1,794
(
2,008 )
2,068
-
(
15,368 )
(
10,911 )
9,780
(
275 )
2,933
885
22,629
93,749
( 113,347 )
396,752
3,637
( 242,470 )
( 195,560 )
62,922
(
1,055)
472,340
(106,047)
366,293
2019

$ 298,136

15,013

579

21,311

(
5,024 )

1,553

(
3,745 )

(
17,463 )

(
4,406 )

11,439

-

3,643

(
1,090 )

24,646

(
46,706 )

( 218,211 )

186,541

13,194

68,579

(
78,070 )

56,706
(
752)

325,873
(
57,087)
268,786

(Continued)

  • 7 -

ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the nine months ended September 30, 2020 and 2019 (Reviewed, Not Audited

ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine months ended September 30, 2020 and 2019
(Reviewed, Not Audited
ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine months ended September 30, 2020 and 2019
(Reviewed, Not Audited
ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine months ended September 30, 2020 and 2019
(Reviewed, Not Audited
ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine months ended September 30, 2020 and 2019
(Reviewed, Not Audited
(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at fair value through other
comprehensive income

Proceeds from sale of financial assets at fair value through other
comprehensive income
Proceeds from capital reduction of financial assets at fair value
through other comprehensive income
Purchase of financial assets at amortized cost

Proceeds from sale of financial assets at amortized cost
Proceeds from disposal of investments accounted for using equity
method
Increase in prepayments for investments

Payments for property, plant and equipment

Proceeds from disposal of property, plant and equipment
Increase in refundable deposits

Payment for intangible assets

Interest received
Dividends received
Net cash generated from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings
Repayments of short-term borrowings

Proceeds from guarantee deposits received
Refund of guarantee deposits received

Repayment of the principal portion of lease liabilities

Dividends paid to owners of the Company

Exercise of employee share options
Interest paid

Dividends paid to non-controlling interests

Increase in non-controlling interests
Net cash generated from (used in) financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE
OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN
CURRENCIES

NET INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
PERIOD
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD

For the Nine Months Ended
September 30
2020
2019
( $ 93,118 ) ( $ 65,460 )
24,217
21,594
3,078
-
( 190,696 ) ( 49,558 )
342,035
406,861
275
-
( 10,000 )
-
(
4,488 ) (
6,693 )
540
-
(
1,158 ) (
1,378 )
(
184 ) (
670 )
15,375
13,787
10,911
4,406
96,787
322,889
-
260,000
( 150,000 )
-
-
370
(
371 )
-
(
5,286 ) (
5,058 )
( 249,574 ) ( 184,603 )
9,341
4,491
(
2,072 ) (
1,553 )
(
108 )
-
4,407
-
(393,663)
73,647
(
5,016)
2,131
64,401
667,453
335,497
238,626
$ 399,898
$ 906,079
2020
$ 93,118 )
24,217
3,078
190,696 )
342,035
275
10,000 )

4,488 )
540

1,158 )

184 )
15,375
10,911
96,787
-
150,000 )
-

371 )

5,286 )
249,574 )
9,341

2,072 )

108 )
4,407
393,663)
5,016)
64,401
335,497
399,898
(
(
(
(
(
(
(
(
(
(
(
(
(
(
$
(
(

(
(
(


(
(
(

$

(Concluded)

  • 8 -

ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 and 2019

(Reviewed, Not Audited)

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

1. GENERAL

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

The consolidated financial statements are expressed by the functional currency (New Taiwan Dollars) of the Group.

2. THE DATE AND PROCEDURES OF AUTHORIZATION OF FINANCIAL STATEMENTS

The accompanying consolidated financial statements were approved by the Board of Directors and issued on November 4, 2020.

  1. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS

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

Except for the following, the initial application of the IFRSs endorsed and issued into effect by the FSC did not have material impact on the Group’s accounting policies:

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

FSC
New,Revised,Amended Standards and Interpretations
“Annual Improvements to IFRS Standards 2018–2020”

Amendments to IFRS 3 “Reference to the Conceptual
Framework”

Amendments to IFRS 4 “Extension of the Temporary Exemption
from Applying IFRS 9”

Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16
“Interest Rate Benchmark Reform - Phase 2”

Amendments to IFRS 10 and IAS 28 “Sale or Contribution of
Assets between An Investor and Its Associate or Joint
Venture”

IFRS 17 “Insurance Contracts”

Amendments to IFRS 17

Amendments to IAS 1 “Classification of Liabilities as Current or
Non-current”

Amendments to IAS 16 “Property, Plant and Equipment -
Proceeds before Intended Use”

Amendments to IAS 37 “Onerous Contracts–Cost of Fulfilling a
Contract”
Effective Date Issued
bythe IASB(Note 1)
January 1, 2022 (Note 2)
January 1, 2022 (Note 3)
Effective immediately upon
promulgation by the IASB
January 1, 2021
To be determined by IASB
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2022 (Note 4)
January 1, 2022 (Note 5)

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

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

  • 9 -

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

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

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

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.

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. Disclosure information included in these consolidated financial statements is less than the disclosure information required in a complete set of annual consolidated financial state ments. (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 net defined benefit liabilities which are measured at the present v alue of the defined benefit obligation less the fair value of plan assets.

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

    • C. Level 3 inputs are unobservable inputs for an asset or liability.
  • (3)Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company (i.e., its subsidiaries, including structured entities). When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Company. 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 Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

See Note 12, Tables 3&5 for detailed information on subsidiaries (including percentages of ownership and main businesses).

  • 10 -

(4)Other Significant Accounting Policies

Except for the following, please refer to the consolidated financial statements for the year ended December 31, 2019.

A. ;Defined retirement benefits

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

B. ;Taxation

;;Income tax expense represents the sum of the tax curre ntly payable and deferred tax. Interim period income taxes are assessed on an annual basis and calculated by applying to an interim period's pre -tax income the tax rate that would be applicable to expected total annual earnings.

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, 2019.

6. CASH AND CASH EQUIVALENTS

7. September 30,
2020
December 31,
2019
Cash on hand

$ 440

$ 183

Checking accounts and demand
deposits
370,358
118,757
Cash equivalents



Time Deposits in banks

-

216,557

Repurchase Agreements
Collateralized by Bonds

29,100

-

$ 399,898

$ 335,497

FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
September 30,
2020
December 31,
2019
Financial assetscurrent
Mandatorily measured at FVTPL
Domestic convertible bond

$ 22,718
$ 31,182
Domestic listed ordinary shares

1,241
-
Fund beneficiary certification


16,148

34,243


$ 40,107
$ 65,425
Financial assetsnon-current
Mandatorily measured at FVTPL
Domestic listed preference shares
$ 14,493
$ 15,041
Fund beneficiary certification


20,484

15,239

$ 34,977
$ 30,280
September 30,
2020
December 31,
2019
Cash on hand

$ 440

$ 183

Checking accounts and demand
deposits
370,358
118,757
Cash equivalents



Time Deposits in banks

-

216,557

Repurchase Agreements
Collateralized by Bonds

29,100

-

$ 399,898

$ 335,497

FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
September 30,
2020
December 31,
2019
Financial assetscurrent
Mandatorily measured at FVTPL
Domestic convertible bond

$ 22,718
$ 31,182
Domestic listed ordinary shares

1,241
-
Fund beneficiary certification


16,148

34,243


$ 40,107
$ 65,425
Financial assetsnon-current
Mandatorily measured at FVTPL
Domestic listed preference shares
$ 14,493
$ 15,041
Fund beneficiary certification


20,484

15,239

$ 34,977
$ 30,280
September 30,
2020
December 31,
2019
Cash on hand

$ 440

$ 183

Checking accounts and demand
deposits
370,358
118,757
Cash equivalents



Time Deposits in banks

-

216,557

Repurchase Agreements
Collateralized by Bonds

29,100

-

$ 399,898

$ 335,497

FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
September 30,
2020
December 31,
2019
Financial assetscurrent
Mandatorily measured at FVTPL
Domestic convertible bond

$ 22,718
$ 31,182
Domestic listed ordinary shares

1,241
-
Fund beneficiary certification


16,148

34,243


$ 40,107
$ 65,425
Financial assetsnon-current
Mandatorily measured at FVTPL
Domestic listed preference shares
$ 14,493
$ 15,041
Fund beneficiary certification


20,484

15,239

$ 34,977
$ 30,280
September 30,
2020
December 31,
2019
Cash on hand

$ 440

$ 183

Checking accounts and demand
deposits
370,358
118,757
Cash equivalents



Time Deposits in banks

-

216,557

Repurchase Agreements
Collateralized by Bonds

29,100

-

$ 399,898

$ 335,497

FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
September 30,
2020
December 31,
2019
Financial assetscurrent
Mandatorily measured at FVTPL
Domestic convertible bond

$ 22,718
$ 31,182
Domestic listed ordinary shares

1,241
-
Fund beneficiary certification


16,148

34,243


$ 40,107
$ 65,425
Financial assetsnon-current
Mandatorily measured at FVTPL
Domestic listed preference shares
$ 14,493
$ 15,041
Fund beneficiary certification


20,484

15,239

$ 34,977
$ 30,280
September 30,
2019
September 30,
2019

$ 151
320,156


53,436

532,336

$ 906,079
September 30,
2019
Financial assetscurrent
Mandatorily measured at FVTPL
Domestic convertible bond

Domestic listed ordinary shares

Fund beneficiary certification



Financial assetsnon-current
Mandatorily measured at FVTPL
Domestic listed preference shares
Fund beneficiary certification

September 30,
2020

$ 22,718

1,241


16,148

$ 40,107

$ 14,493


20,484

$ 34,977






















$ 40,343
-
37,598
$ 77,941
$ 14,950
15,040
$ 29,990
(Continued)
  • 11 -
Financial liabilitiescurrent
Financial liabilities held for trading
Foreign exchange forward
contracts (1)
September 30,
2020

$ -
December 31,
2019
$ -
September 30,
2019
September 30,
2019

$ 589
(Concluded)
  • (1)At the end of the reporting period, outstanding forward exchange contracts not under hedge accounting are as follows:

September 30, 2019

September 30, 2019
Buy Foreign exchange contracts Currency
USD/NTD
MaturityDate
2019.11.25
2019.11.25
2019.12.05
2019.12.05
Notional Amount
(In Thousands)
USD 1,000/NTD 31,249
USD 1,000/NTD 30,999
USD 1,000/NTD 31,291
USD 1,000/NTD 31,211

The Group entered into forward exchange contracts to manage risk exposures due to exchange rate fluctuations of foreign currency denominated assets and liabilities.

8.;FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE

INCOME

Investments in equity instruments

Non-current
Domestic investment
Listed
and
emerging
market
ordinary shares
Listed preference shares
Unlisted shares
September 30,
2020
$ 100,956
196,800

18,743
$ 316,499
December 31,
2019
$ 98,473
149,552

3,743
$ 251,768
September 30,
2019
September 30,
2019






$ 55,992
140,500
4,265
$ 200,757

These investments in equity instruments are held for medium to long-term strategic purposes. Accordingly, the 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.

9. FINANCIAL ASSETS AT AMORTIZED COST

Current
Domestic investment
Time
deposits with original
maturities more than three
months(1)
Repurchase agreements
collateralized by bonds (2)
September 30,
2020
$ 482,773


58,200
$ 540,973

December 31,
2019

$ 307,809

391,239

$ 699,048
September 30,
2019
September 30,
2019









$ 250,507
-
$ 250,507
(Continued)
  • 12 -
Non-current
Domestic investment
Pledged Time Deposit (3)
Barclays Bank Corporate Bond
(USD) (4)
PCA Life Assurance Co., Ltd.
Corporate Bond (USD) (5)
AT&T Corporate Bond (USD) (6)
;Yuanta Securities Asia Financial
Services Limited 2018
Non-secured
USD-denominated Private
Fixed Rate Notes (7)
September 30,
2020
$ 25,345

15,239

29,883


16,027


-

$ 86,494
December 31,
2019

$ 18,058

15,807

31,179

16,580


-

$ 81,624
September 30,
2019
September 30,
2019













$ 18,287
16,366
32,282
-
-
$ 66,935

(Concluded)

  • (1) As of September 30, 2020, December 31 and September 30, 2019, the annual interest rate of time deposit over 3 months portion is 0.63%~2.10%, 0.88%~2.33% and 0.88%~2.86%, respectively.

  • (2) As of September 30, 2020 and December 31, 2019, the market interest rate of repurchase agreements collateralized by bonds with original maturities more than three months is 0.6% and 2.70%~2.90%, respectively.

  • (3) Please refer to Note 28 for more details on financial assets at amortized cost under pledge.

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

  • (5) The group purchased PCA Life Assurance Co., Ltd. Corporate Bond (USD) by USD 1,040 thousand, with a coupon rate of 4.875%, in August, 2019.

  • (6) The group purchased AT&T Corporate Bond (USD) by USD 553 thousand, with a coupon rate of 4.50%, in November, 2019.

  • (7) The group purchased Yuanta Securities Asia Financial Services Limited issued 5-year corporate bonds, with the face value of USD 2,000 thousand and a coupon rate of 4.10%, in August, 2018. As for adjustment portion of investments, the Group sold all bonds by NTD$ 64,954 thousand, and recognized NT$ 3,745 thousand of gain from sale of financial assets at amortized cost, in August, 2019.

10. NOTES, TRADE RECEIVABLE AND OVERDUE RECEIVABLES

Measured at amortized cost
Notes receivable
Trade receivable
Overdue receivables
Deduct:Allowance for bad debts

September 30,
2020
$ 185,379

1,882,100

4,401

20,889)

$ 2,050,991
December 31,
2019
$ 279,128


1,769,673

20,816
35,510)

$ 2,034,107
September 30,
2019

(



(

(
$ 207,836
1,967,438
20,405
62,722)
$ 2,132,957

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

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

  • 13 -

The Group measures the loss allowance for tra de receivables at an amount equal to lifetime ECLs. 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 financial position and past experience of receivable, and the change in global and regional economic conditions of uncollectible accounts, deciding the rate of the expected credit losses by the level of credit limits of customers and actual conditions, based on the degree of doubtful accounts triggered by customers of different industries.

The Group writes off an account receivable when there is i nformation indicating that the respective debtor is experiencing severe financial difficulty and there is no realistic prospect of recovery of the receivable. For accounts receivable that have been written off, the Group continues to engage in enforcement activity to attempt to recover the receivables which are due. Where recoveries are made, these are recognized in profits or losses.

The following table details the loss allowance of trade receivable: September 30, 2020

Not Past
Due
Gross carrying
amount
$2,045,592
Loss allowance
(Lifetime ECLs) (
5,979 )

Amortized cost
$2,039,613

December 31, 2019
Not Past
Due
Gross carrying
amount
$1,992,952
Loss allowance
(Lifetime ECLs) (
3,903 )
Amortized cost
$1,989,049

September 30, 2019
Not Past
Due
Gross carrying
amount
$2,058,559
Loss allowance
(Lifetime ECLs) (
2,857 )

Amortized cost
$2,055,702
Not Past
Due
1-30 Days
Past Due
1-30 Days
Past Due

31-60 Days
Past Due

31-60 Days
Past Due
61-90 Days
Past Due
$ 12,876
(
7,190)

$ 5,686

61-90 Days
Past Due
$ 696
(
347)
$ 349

61-90 Days
Past Due
61-90 Days
Past Due
$ 12,876
(
7,190)

$ 5,686

61-90 Days
Past Due
$ 696
(
347)
$ 349

61-90 Days
Past Due

More Than
90 Days
Past Due
$ 4,460
(
4,460)

$ -


More Than
90 Days
Past Due
$ 58,481
(
23,981)
$ 34,500


More Than
90 Days
Past Due
$ 26,906
(
26,906)
$ -

More Than
90 Days
Past Due
$ 4,460
(
4,460)

$ -


More Than
90 Days
Past Due
$ 58,481
(
23,981)
$ 34,500


More Than
90 Days
Past Due
$ 26,906
(
26,906)
$ -
Total
$2,071,880

20,889)
$2,050,991
Total
$ 5,604
(
1,823)

$ 3,781

1-30 Days
Past Due
$ 3,348

(
1,437)

$ 1,911


31-60 Days
Past Due

(

$ 4,757
(
1,879)
$ 2,878

1-30 Days
Past Due
$ 12,731
(
5,400)
$ 7,331


31-60 Days
Past Due

(






$2,069,617

35,510)
$2,034,107
Total

Gross carrying
amount

Loss allowance
(Lifetime ECLs)
Amortized cost

(
$2,058,559

2,857 )

$2,055,702

(
$ 71,821

18,885)

$ 52,936

(
$ 25,699

8,530)

$ 17,169

(
$ 12,694

5,544)
$ 7,150
$ 26,906
(
26,906)
$ -
$2,195,679
(
62,722)
$2,132,957

The following table details information about the change in the loss allowance of trade receivable:

of trade receivable:
Balance at January 1
Add: Net remeasurement of loss
allowance
Less: Amounts written off
Balance at September 30
For the Nine Months
Ended September 30,
2020
$ 35,510
1,794
(
16,415)
$ 20,889
For the Nine Months
Ended September 30,
2019


$ 41,411
21,311
-
$ 62,722
  • 14 -

11. INVENTORIES

NVENTORIES
Raw materials

Work in process

Finished goods

Commodities

Inventory in transit

September 30,
2020
$ 5,703


3,675


484


908,065

238

$ 918,165
December 31,
2019
$ 3,314


1,289

3,091

1,311,841
-

$ 1,319,535
September 30,
2019












$ 3,399
3,817
4,040
738,117
-
$ 749,373

Cost of goods sold for inventories were NT$ 2,206,966 thousand, NT$2,175,566 thousand, NT$6,800,124 thousand and NT$5,845,444 thousand, respectively, for the three and nine months ended September 30, 2020 and 2019. The increase in net realizable value in the amount of NT$9,801 thousand, respectively, and allowance for inventory valuation and obsolescence loss in the amount of NT$15,505 thousand, NT$2,933 thousand and NT$3,643 thousand, respectively, were included in the cost of revenue for the three and nine months ended September 30, 2020 and 2019. The increase in net realizable value of inventories is recognized by disposal of the commodities, which had been allowed for inventory valuation loss.

  1. SUBSIDIARIES

  2. (1)Subsidiaries included in the consolidated financial statements

The consolidated entities were as follows:

Investor Investee Nature of
Activities
Proportion of Ownership (%) Proportion of Ownership (%) Proportion of Ownership (%) Re-
mark
September
30,
2020
December
31,
2019
September
30,
2019
The
Company
Zerone Win
Investmen
t Co., Ltd.

Asiaone
Holdings
Ltd.
Zotech
technology
Co., Ltd.
Zerone Win
Investment
Co., Ltd.

Asiaone
Holdings
Ltd.

WingWill
International
Co., Ltd.

PetaCom
technology
Co., Ltd.

Techone
(Shanghai)Co.,
Ltd.
Manufacturing
for computer
equipment
Investment
Holding
company
Services of
Cloud &
information
software
Services of
distribution of
information
product
Services of
Network
Technology
85.37%
100.00%
100.00%
87.93%
100.00%
70.00%

85.37%

100.00%

100.00%

70.00%

100.00%

-

85.37%

100.00%

100.00%

70.00%

100.00%

-
A
A
A, B
A, D
A
A, C
  • A. It’s not a major subsidiary. Its financial statements haven’t been reviewed by CPAs, beside the management personnel of the Group considers no material influence as the financial statements of the above subsidiaries haven’t been reviewed by CPAs.

  • B. It was established in September, 2019.

  • C. It was established in January, 2020.

  • D. The equity interest increased to 87.93%, due to the investee company’s capital increase in July, 2020.

  • (2)Subsidiaries excluded from the consolidated financial statements None.

  • 15 -

13. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

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, recognized NT 7,243 thousand of impairment losses thousand after evaluation in 2015, recognized book value of 0 thousand after recognized deficits, and the group disposed of all shares and recognized NT 275 thousand in profits in April, 2020.

14. PROPERTY, PLANT AND EQUIPMENT

Land

Buildings

Machinery equipment

Office equipment

Delivery equipment

Other equipment

September 30,
2020

$ 234,892


55,156


-


10,199


1,106



6,741

$ 308,094
December 31,
2019
$ 234,892
56,519
-
11,021
1,474

10,506
$ 314,412
September 30,
2019
$ 234,892
56,972
4
12,512
1,598

6,284
$ 312,262
September 30,
2019
$ 234,892
56,972
4
12,512
1,598

6,284
$ 312,262
$ 234,892
56,972
4
12,512
1,598
6,284
$ 312,262

Except for depreciation recognized, property, plant and equipment haven’t been increased, disposed and impaired for the nine months ended September 30, 2020 and 2019.

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

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

Property, plant and equipment used by the Group and pledged as collateral for bank borrowings are set out in Note 28.

15. LEASE ARRANGEMENTS

  • (1) Right-of-use assets
SE ARRANGEMENTS
ight-of-use assets
Carrying amounts of right-of-use
assets
Buildings

Office equipment

September 30,
2020

$ 14,458


394

$ 14,852
December 31,
2019
$ 7,758


545

$ 8,303
September 30,
2019












$ 9,443
595
$ 10,038
  • 16 -
For the Three For the Three For the Nine For the Nine For the Nine For the Nine For the Nine For the Nine
Months Ended Months Ended Months Ended Months Ended
September 30, September 30, September 30, September 30,
2020 2019 2020 2019
Additions to right-of-use
assets $ 11,914 $
8,194
Depreciation charge for
right-of-use assets
Buildings $ 1,864 $ 1,702 $ 5,166 $
4,422
Office equipment 50 50
151 151
$ 1,914 $ 1,752
$ 5,317 $
4,573
Lease liabilities
September 30, December 31, September 30,
2020 2019 2019
Carrying
amounts
of lease
liabilities
Current $ 7,444 $ 4,553 $ 5,098
Non-current $ 7,492 $ 3,803 $ 4,539
ange of discount rate for lease liabilities was as follows:
September 30, December 31, September 30,
2020 2019 2019
Buildings 0.95%~4.75% 1.20% 1.20%
Office equipment 1.20% 1.20% 1.20%

(2) Lease liabilities

Range of discount rate for lease liabilities was as follows:

(3) Other lease information

3) Other lease information 3) Other lease information
For the Three
Months Ended
September 30,
2020
For the Three
Months Ended
September 30,
2019
For the Nine
Months Ended
September 30,
2020
For the Nine
Months Ended
September 30,
2019
Expenses
relating
to
short-term leases
$ 548
$ 63
$ 650
$ 312
Expenses
relating
to
low-value asset leases
$ 12
$ 19
$ 38
$ 37
Total cash (outflow) for
leases
($ 6,088)
($ 5,368)
SHORT-TERM BORROWINGS
September 30,
2020
December 31,
2019
September 30,
2019
Secured borrowings
Secured borrowings (Note 28)

$ -
$ -
$ 180,000
Unsecured borrowings
Line of credit borrowings

$ -
$ 150,000
$ 180,000
For the Nine
Months Ended
September 30,
2019

$ 180,000
$ 180,000

16. SHORT - TERM BORROWINGS

Interest rate of bank revolving loans is 0.94% on December 31 and September 30, 2019.

17. OTHER PAYABLES

OTHER PAYABLES
Payables for salaries & bonuses
Compensation of employees,
remuneration of directors and
supervisors payable
Others
September 30,
2020
$ 61,484

27,998


94,977

$ 184,459
December 31,
2019

$ 83,057

28,379


269,982

$ 381,418
September 30,
2019










$ 54,317
19,084
93,662
$ 167,063
  • 17 -

18. BOND PAYABLE

On May 19, 2014, the Group issued no any interest unsecured bonds (the second tranche), which were listed on Taipei Exchange (TPEX). 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 $100.20% of the face value, and its conversion period is 5 years from June 20, 2014 to May 9, 2019. The conversion price was $20 per share on the 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 ordinary shares of the Group on the TWSE for a period of 30 consecutive trading days bef ore 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 bonds originally outstanding is 10 % lower than the issued amount of the bonds, the Group 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 contain two components: The host liability instrument and the conversion option derivative instrument, and the conversion option derivative instrument was accounted as paid-in capital –option. The effective interest rate of the host liability instrument on initial recognition was 2.0618% per annum.

Balance on January 1, 2019, liability components

Interest (2.0618%)
Convertible bonds changed into ordinary shares
(
Balance on September 30, 2019, liability components
$ 5,085
15
5,100)
$ -

19. RETIREMENT BENEFIT PLANS

For the three and nine months ended September 30, 2020 and 2019, the Group’s pension costs under the defined benefit plan were made payment NT$105 thousand, NT$131 thousand, NT$314 thousand and NT$393 thousand, respectively, decided by actuarial pension costs rate on December 31, 2019 and 2018.

20. EQUITY

  • (1)Ordinary Shares
Shares authorized (in thousands
of shares)
Authorized capital

Shares issued and fully paid (in
thousands of shares)
Issued capital
September 30,
2020
150,000

$ 1,500,000

125,272

$ 1,252,722
December 31,
2019
150,000

$ 1,500,000

124,635

$ 1,246,352
September 30,
2019










150,000
$ 1,500,000
124,267
$ 1,242,672

The change in share capital is mainly due to bonds payable that changes into ordinary shares, employee stock options exercised, and restricted stock awards issued(recalled).

  • 18 -

(2)Capital Surplus

May be used to offset a deficit,
distributed as cash dividends,
or transferred to share capital
(A)
Premium on shares issued above
par value
Treasury stock transactions
Only be used to offset a deficit
From
shares
of
changes
in
equities of;subsidiaries(B)
Invalid employees stock options
May not be used for any purpose
Restricted stock awards
Employees stock options
September 30,
2020
$ 414,997
25,343
-
300
8,276

27,123
$ 476,039
December 31,
2019
$ 408,165
25,343
2,481
300
8,156

25,691
$ 470,136
September 30,
2019
September 30,
2019






$ 404,907
25,343
2,481
300
8,156
25,082
$ 466,269
  • A. Such capital surplus may be used to offset a deficit; in addition, when the Group has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Group’s paid-in capital surplus and once a year).

  • B. Such capital surplus arises from the effects of changes in ownership inter ests in subsidiaries resulting from equity transactions other than actual disposals or acquisitions or from changes in capital surplus of subsidiaries accounted for using the equity method.

  • (3)Retained earnings and dividend policy

Under the dividends policy as set forth in the Articles of Incorporation, where the Company made a profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as legal reserve 10% of the remaining profit, setting aside or reversing a special reserve in accordance with the laws and regulations, and then any remaining profit together with any undistributed retained earnings shall be used by the Company’s board of directors as the basis for proposing a distribution plan, which should be resolved in the shareholders’ meeting for the distribution of dividends and bonuses to shareholders. For the policies on the distribution of employees’ compensation and remuneration of directors and supervisors after the amendment, refer to employees’ compensation and remuneration of directors in Note 21-7.

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

The appropriation for legal capital reserve shall be made un til 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.

  • 19 -

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

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

were as follows:
Legal capital reserve

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

(
16,844 )
249,574
For Fiscal
Year 2019

$ 2.0
For Fiscal
Year 2018
$ 1.5
  • (4)Other equity

  • A. Exchange differences on translating the financial statements of foreign operations

Balance at January 1
In respect of the current period
Exchange differences on
translating the financial
statements of foreign
operations
Balance at September 30
For the Nine Months
Ended September 30,
2020
$ -
(
155)
($ 155)
For the Nine Months
Ended September 30,
2019
For the Nine Months
Ended September 30,
2019

(
(


$ -
-
$ -
  • B. Unrealized Gain/Loss from financial assets measured at FVTOCI
Balance at January 1
In respect of the current period
Unrealized profits and losses
equity instruments
Cumulative
gain
(loss)
of
equity
instruments transferred to retained
earnings due to disposal
Balance at September 30
For the Nine Months
Ended September 30,
2020
$ 17,865
(
1,042 )
(
258)
$ 16,565
For the Nine Months
Ended September 30,
2019
For the Nine Months
Ended September 30,
2019

(
(
(

(
$ 16,844 )
8,248
7,155
$ 1,441)
  • C. Unearned employee benefit

In the shareholders’ meetings held on June 11, 2018, the shareholders approved the issuance of restricted stock awards. Refer to Note 24 for the information of relevant explanation.


Balance, beginning of period
Issued at the current period
Share-based payment expenses
recognized
Balance, end of period
For the Nine Months
Ended September 30,
2020
( $ 10,389 )
-

4,367
($ 6,022)
For the Nine Months
Ended September 30,
2019
For the Nine Months
Ended September 30,
2019
(

(

(

(
$ -

15,156 )
2,724
$ 12,432)
  • 20 -

21. NET PROFIT (LOSS) FROM CONTINUING OPERATIONS

(1)Interest income

(1)Interest income
Bank deposits

Financial assets at
amortized cost
Others


(2)Other income
Dividend income

Others


(3)Other gains and losses
Net gain arising on
financial assets
measured at FVTPL
Net foreign exchange
Profit(loss)
Gain
on
disposal
of
investments accounted
for
using
equity
method
Loss
on
disposal
of
property,
plant
and
equipment

(4)Financial costs
Interests on bank
borrowings
Interests on lease
liabilities
Interests on convertible
bonds
For the Three
Months Ended
September 30,
2020
$ 36
3,156

1

$ 3,193

For the Three
Months Ended
September 30,
2020
$ 6,810

480

$ 7,290


For the Three
Months Ended
September 30,
2020
$ 1,209
6,303
-
(
40)

$ 7,472

For the Three
Months Ended
September 30,
2020
$ 403
68

-
$ 471
For the Three
Months Ended
September 30,
2019
$ 474
6,617

-

$ 7,091

For the Three
Months Ended
September 30,
2019
$ 4,390

234

$ 4,624

For the Three
Months Ended
September 30,
2019
$ 627
(
2,377 )

-

-

($ 1,750)

For the Three
Months Ended
September 30,
2019
$ 937
28

-
$ 965
For the Nine
Months Ended
September 30,
2020
$ 1,961
13,402

5

$ 15,368

For the Nine
Months Ended
September 30,
2020
$ 10,911

2,442

$ 13,353

For the Nine
Months Ended
September 30,
2020
$ 2,008

661

275

-

$ 2,944

For the Nine
Months Ended
September 30,
2020
$ 1,954
114

-
$ 2,068
For the Nine
Months Ended
September 30,
2019
$ 2,900
14,562

1
$ 17,463
For the Nine
Months Ended
September 30,
2019
$ 4,406

3,390
$ 7,796
For the Nine
Months Ended
September 30,
2019
$ 5,024

1,449
-

-
$ 6,473
For the Nine
Months Ended
September 30,
2019








$ 1,471
67
15
$ 1,553
  • 21 -

(5)Depreciation & amortization

(5)Depreciation & amortization
For the Three
Months Ended
September 30,
2020
Property, plant and
equipment
$ 3,861
Right-of-use assets
1,914
Intangible assets

177

$ 5,952

An analysis of
depreciation by
function
Operating costs
$ -
Operating expenses

5,775

$ 5,775

An analysis of
amortization by
function
Operating expenses
$ 177

(6)Employee benefits expense
For the Three
Months Ended
September 30,
2020
Post-employment benefits
Defined contribution
plans
$ 2,854
Defined benefit plans
Note 19

105


2,959

Share-Based Payment
Equity Swap

2,201

Other employee benefits

92,481

Total employee benefits
expense
$ 97,641

An analysis of employee
benefits
expense
by
function
Operating costs
$ 905
Operating expenses

96,736

$ 97,641
For the Three
Months Ended
September 30,
2019
$ 3,611

1,752

199

$ 5,562

$ 5

5,358

$ 5,363

$ 199

For the Three
Months Ended
September 30,
2019
$ 2,599

131

2,730


4,898


80,185

$ 87,813
$ 1,015

86,798

$ 87,813
For the Nine
Months Ended
September 30,
2020
$ 11,951

5,317

606

$ 17,874

$ -

17,268

$ 17,268

$ 606

For the Nine
Months Ended
September 30,
2020
$ 8,023

314


8,337


9,780


265,507

$ 283,624

$ 2,689

280,935

$ 283,624
For the Nine
Months Ended
September 30,
2019
$ 10,440

4,573

579
$ 15,592
$ 153

14,860
$ 15,013
$ 579
For the Nine
Months Ended
September 30,
2019
























$ 7,235
393
7,628
11,439
231,609
$ 250,676
$ 3,224
247,452
$ 250,676

(7)Employees’ compensation and remuneration of directors

The Group shall allocate compensation to the employees and directors of the Group not less than 1%~15% and not more than 3% of annual profits during the period, respectively, and the estimate of employees’ compensation and remuneration of directors for the three and nine months ended September 30, 2020 and 2019 is as follows:

  • 22 -

Estimate Rate

Estimate Rate
Employees’ compensation
Remuneration of directors
Amount
Employees’ compensation
Remuneration of directors
For the Three
Months Ended
September 30,
2020

4.00%

2.00%
For the Three
Months Ended
September 30,
2020
$ 6,038

3,020
For the Three
Months Ended
September 30,
2019
4.00%
2.00%
For the Three
Months Ended
September 30,
2019
$ 2,735

1,367
For the Nine
Months Ended
September 30,
2020
4.00%
2.00%
For the Nine
Months Ended
September 30,
2020
$ 18,665

9,333
For the Nine
Months Ended
September 30,
2019
4.00%
2.00%
For the Nine
Months Ended
September 30,
2019
$ 12,723

6,361

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

The employees’ compensation and the remuneration of directors for the years ended December 31, 2019 and 2018, which were approved by the Company’s board of directors on February 26, 2020 and February 27, 2019, respectively, are as follows:

Employees’
compensation

Remuneration of
directors
2019
Cash
Stock
$ 18,911
$ -

9,456
-
2018 2018
Cash
$ 18,911

9,456
Cash
$ 13,425

6,712
Stock
$ -
-

There is no difference between the actual amounts of employees’ compensation and remuneration of directors paid and the amounts recognized in the consolidated financial statements for the years ended December 31, 2019 and 2018.

Information on the employees’ compensation and remuneration of directors resolved by the Group’s board of directors is available at the Market Observation Post System website of the Taiwan Stock Exchange.

22. INCOME TAXES RELATING TO CONTINUING OPERATIONS

(1)Income tax recognized in profit or loss

Major components of income tax expense are as follows:

Current tax
In respect of the current
period
Adjustments for prior
year
Deferred tax
In respect of the current
period
Income tax expense
recognized in profit or
loss
For the Three
Months Ended
September 30,
2020
$ 24,531
-

2,234

$ 26,765
For the Three
Months Ended
September 30,
2019
$ 23,613

-
(
10,711)

$ 12,902
For the Nine
Months Ended
September 30,
2020
$ 86,464

330

3,220

$ 90,014
For the Nine
Months Ended
September 30,
2019
For the Nine
Months Ended
September 30,
2019




(





(
$ 67,919

-
5,397)
$ 62,522
  • 23 -

(2)Income tax assessment

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

Tax Authority as follows:
Co. Name
The company
Zotech technology Co., Ltd.
Zerone Win Investment Co., Ltd.
WingWill International Co., Ltd.
PetaCom technology Co., Ltd.
Year of Assessment
2018
2018
2018
2018
2018

23. EARNINGS PER SHARE

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

Net Profit for the Period








Net Profit for the Period

Effect of potentially dilutive
ordinary shares:
Convertible bonds

Earnings in computation of
diluted
earnings
per
share
Shares
Weighted average number of
ordinary shares
outstanding for basic
earnings per share
Effect of potentially dilutive
ordinary shares:
Convertible bonds
Employees’
Compensation
Employee stock options
Restricted stock awards

Weighted average number of
ordinary
shares
outstanding for diluted
earnings per share
For the Three
Months Ended
September 30,
2020
$ 115,138

-

$ 115,138

For the Three
Months Ended
September 30,
2020
124,524
-
477
3,027

371


128,399
For the Three
Months Ended
September 30,
2019
$ 52,323

-

$ 52,323

For the Three
Months Ended
September 30,
2019

123,388

-

387

2,530

312


126,617
For the Nine
Months Ended
September 30,
2020
$ 349,978

-

$ 349,978
For the Nine
Months Ended
September 30,
2020

124,245

-

607

2,734

450


128,036
For the Nine
Months Ended
September 30,
2019
For the Nine
Months Ended
September 30,
2019
$ 237,067

15
$ 237,082
For the Nine
Months Ended
September 30,
2019

















123,236

74

672

1,982
119
126,083

If the Group offered to settle the compensation or bonuses paid to employees in shares or cash, the Group assumed that the entire amount of the compensation or bonuses will be settled in shares, and the resulting potential shares were include d in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilu tive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.

  • 24 -

24. SHARE - BASED PAYMENT ARRANGEMENTS

  • (1)Employee Share Option Plan

; Qualified employees of the Company and its subsidiaries were granted 1,000, 1,860, 2000 and 2,000 options in August 2015, September 2016, January 2018 and September 2018. Each option entitles the holder with the right to subscri be for one thousand ordinary shares of the Company. The options granted are valid for 6 years and exercisable at certain percentage s after the second anniversary from the grant date. The options were granted at an exercise price equal to the closing price of the Company’s ordinary shares at the grant date. For any subsequent changes in the Company’s ordinary shares, the exercise price is adjusted accordingly.

Information on employee share options is as follows:

Employee Stock options
Balance at January 1
Options exercised

Options forfeited

Outstanding options, at September
30

Options exercisable, at September
30
For the Nine Months Ended
September 30,2020
Number of
Options (In
Thousands of
Units)
Weighted
Average
Exercise Price
(NT$)
5,653 $ 17.18
(
649 )
14.39

-
-

5,004
16.48

2,246
For the Nine Months Ended
September 30,2019
For the Nine Months Ended
September 30,2019
Number of
Options (In
Thousands of
Units)
5,653
(
649 )

-

5,004

2,246
Number of
Options (In
Thousands of
Units)

6,468
(
333 )
(
33)

6,102

1,422
Weighted
Average
Exercise Price
(NT$)
(



(
(

$ 17.68

13.48
13.55
16.93

Information on outstanding options at the end of reporting period is as follows:

follows: follows:
September 30,
2020
December 31,
2019
Range of
Exercise
Price(NT$)
Weighted-
Over-Age
Remaining
Contractual
Life(Years)
$ 12.40Note
1.67
14.20Note
2.68
17.80Note
4.01
19.50Note
4.67
September 30,
2019
Range of
Exercise
Price(NT$)
Weighted-
Over-Age
Remaining
Contractual
Life(Years)
Range of
Exercise
Price(NT$)
Range of
Exercise
Price(NT$)
Weighted-
Over-Age
Remaining
Contractual
Life(Years)
$ 11.70Note
13.40Note
16.80Note
18.40Note

0.92

1.93

3.26

3.92
$ 12.40Note
14.20Note
17.80Note
19.50Note
$ 12.40Note
14.20Note
17.80Note
19.50Note
1.92
2.93
4.26
4.92

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

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

as follows:
Securities price of the
vested date
Exercised price
Foreseeable
volatility
rate
Duration
Foreseeable
dividend
rate
No risk rates
September
2018
20.65 Dollars
20.65 Dollars
32.96%
6 Years
0%
0.72%
January
2018
19.85 Dollars
19.85 Dollars
33.81%
6 Years
0%
0.74%
September
2016
16.95 Dollars
16.95 Dollars
38.26%
6 Years
0%
0.56%
August
2015
15.65 Dollars
15.65 Dollars
39.14%~40.47%
4~5 Years
0%
0.77%~0.87%
  • 25 -

The compensation cost recognized were $1,480 thousand, $2,855 thousand, $5,413 thousand and $8,715 thousand for the three and nine months ended September 30, 2020 and 2019, respectively.

(2)Restricted stock awards

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

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

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

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

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

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

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

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

Compensation costs by issuance of restricted stock awards recognized were NT$721 thousand, NT$2,043 thousand, NT$4,367 thousand and NT$2,724 thousand for the three and nine months ended September 30, 2020 and 2019. As of September 30, 2020 and 2019, unearned employee benefit totaled NT$6,022 thousand and NT$12,432 thousand, accounted for as the decrease in other equity.

25. CAPITAL RISK MANAGEMENT

The Group engages as a distributor of software, without any plans of imposed capital requirements at present or 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 periodically reviews the policy of capital risk management, for the purpose of seeking a steady and conservative policy.

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

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

26. FINANCIAL INSTRUMENTS

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

Except as detailed in the following table, the management believes the carrying amounts of financial assets and liabilities not measured at fair value recognized in the consolidated financial statements approxima te or cannot be measured their fair values:

  • 26 -
Financial Assets
Financial
assets
at
amortized cost
Foreign corporate
bonds
September 30,
2020
September 30,
2020
December 31,
2019
December 31,
2019
September 30,
2019
September 30,
2019
Carrying
Amount

Fair
Value
Carrying
Amount

Fair
Value
Carrying
Amount

Fair
Value
$ 61,149 $ 62,464 $ 63,566 $ 64,992 $ 48,648 $ 49,113

(2)Information about fair value of financial assets measured at fair value on a recurring basis.

recurring basis.
A.Fair value hierarchy
September 30, 2020
Financial assets measured at
FVTPL
Convertible bonds

Fund beneficiary certification
Domestic listed shares

Total

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

Domestic Unlisted
shares

Total

December 31, 2019
Financial assets measured at
FVTPL
Convertible bonds

Domestic listed shares
Fund beneficiary certification

Total

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

Domestic Unlisted
shares

Total
Level 1
$ 22,718

28,392
15,734

$ 66,844

$ 287,319

-

$ 287,319

Level 1
$ 31,182

15,041
46,403

$ 92,626

$ 237,587

-

$ 237,587
Level 2
$ -

-
-

$ -

$ -

-

$ -

Level 2
$ -

-
-

$ -

$ -

-

$ -
Level 3
$ -

8,240
-

$ 8,240

$ 10,437

18,743

$ 29,180

Level 3
$ -

-
3,079

$ 3,079

$ 10,438

3,743

$ 14,181
Total




















$ 22,718
36,632
15,734
$ 75,084
$ 297,756
18,743
$ 316,499
Total




















$ 31,182
15,041
49,482
$ 95,705
$ 248,025
3,743
$ 251,768
  • 27 -

September 30, 2019

September 30, 2019
Financial assets measured at
FVTPL
Convertible bonds

Fund beneficiary certification
Domestic listed shares

Total

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

Domestic Unlisted
shares

Total





Level 1
$ 40,343

14,950
47,678

$ 102,971

$ 187,651

-

$ 187,651
Level 2
$ -

-
-

$ -

$ -

-

$ -
Level 3
$ -

-
4,960

$ 4,960

$ 8,841

4,265

$ 13,106
Total















$ 40,343
14,950
52,638
$ 107,931
$ 196,492
4,265
$ 200,757

There were no transfers between Level 1 and Level 2 for nine months ended September 30, 2020 and 2019, respectively.

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

Derivatives - foreign
exchange forward
contracts
Valuation Techniques and Inputs
Discounted cash flow: Future cash flows are estimated based
on observable forward exchange rates at the end of the
year and contract forward rates, discounted at a rate that
reflects the credit risk of various counterparties.

C.Valuation techniques and inputs applied for Level 3 fair value Measurement

The market approach is used to arrive at their fair value, for which, the estimate and assumption regarding relevant information of expe cted present value of profits and losses calculated by held investments , in consideration of liquidity discount, with reference to the listed and emerging market companies and similar companies.

  • (3)Categories of financial instruments
Financial assets
Measured at FVTPL
Mandatorily measured at FVTPL
Financial
assets
measured
at
amortized cost (Note 1)
Financial
assets
measured
at
FVTOCI
Investments
in
equity instruments
Financial liabilities
Financial liabilities designated as
at FVTPLHeld for trading
Measured at amortized cost
(Note 2)
September 30,
2020
$ 75,084

3,091,277
316,499
-
1,972,674
December 31,
2019
$ 95,705

3,170,472
251,768
-
2,567,775
September 30,
2019
$ 107,931
3,367,657
200,757
589
2,253,662
  • 28 -

Note ;1:;The balances included financial assets measured at amortized cost, which comprise cash and cash equivalents, investments in debt instruments, notes receivable, trade receivable, other receivable and refundable deposits.

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

  • (4)Financial risk management objectives and policies

The Group’s principal financial risk management objective is to manage the market risk, credit risk and liquidity risk relating to the operations, based on related protocols and internal control procedures. The Group’s financial department measures the aforementioned risks based on the Group’s risk appetite, and reports to the board of directors for carrying out relevant policies. A. ;Market risk

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

  • (A) Foreign currency risk

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

The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities of non-functional currency calculated (including those eliminated on consolidation) at the end of the reporting period are set out in Note 30.

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 th e end of the reporting period for a 5% change in foreign currency ra tes. If interest rates had been 5 % higher/lower, the Group’s net profit for the nine months ended September 30, 2020 and 2019 would increase/decrease by $6,684 thousand and $1,161 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 is as follows:

  • 29 -
Interest rate risks at fair value
Financial assets

Financial liabilities
Interest rate risks at cash flows
Financial assets

Financial liabilities
September 30,
2020
$ 526,686

14,936
$ 500,239

-
December 31,
2019
$ 874,635

158,356
$ 231,807

-
September 30,
2019
$ 780,845
269,637
$ 442,990
100,000

Sensitivity analysis

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

If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Group’s pre-tax profit for the nine months ended September 30, 2020 and 2019 would increase/ decrease by $1,876 thousand and $1,286 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 and fund beneficiary certificates. Equity investments should be approved by the management, for controlling risks by holding different investment portfolios.

Sensitivity analysis

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

If equity prices had been 5% higher/lower, pre-tax profit for the nine months ended September 30, 2020 and 2019 would have increased/decreased by NT$3,754 thousand and NT$5,397 thousand, respectively, as a result of the changes in fair value of financial assets at FVTPL, and the other comprehensive income for the nine months ended September 30, 2020 and 2019 would have increased/decreased by NT$15,825 thousand and NT$10,038 thousand, respectively, as a result of the changes in fair value of financial assets at FVTOCI.

B.;Credit risk

A Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group. As at the end of the 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 provided by the Group is arising from the carrying amount of the respective recognized financial assets as stated in the condensed balance sheets.

The Group adopted a policy of only dealing with creditworthy counterparties. Credit exposure is controlled by counterparty limits that a re 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 m anagement personnel considers credit concentration risk of trade receivable is insignificant.

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

  • 30 -

Trade receivable consisted of many 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 Group’s concentration of credit risk was mainly in the Group’s five largest customers, which accounted for 36%, 33% and 32% of trade receivable, respectively, as of September 30, 2020, December 31, 2019 and September 30, 2019.

C. ;Liquidity risk

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

Liquidity & interest rate risk table

The table below summarizes the due analysis of the maturity profile of the Group’s non-derivative financial liabilities, enacted by contractual undiscounted payments of cash flow of financial liabilities, according to remaining contracts on the earliest date on whi ch 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, 2020

September 30, 2020

Non-derivative financial liabilities
No Interest-bearing liabilities

Lease liabilities


December 31, 2019

Non-derivative financial liabilities
No Interest-bearing liabilities

Lease liabilities
Fixed interest rate liabilities


September 30, 2019

Non-derivative financial liabilities
No Interest-bearing liabilities

Lease liabilities
Fixed interest rate liabilities

Less than 1 Year
$ 1,971,874

7,620

$ 1,979,494

Less than 1 Year
$ 2,416,604
4,617

150,118

$ 2,571,339

Less than 1 Year
$ 1,892,492
5,176

360,282

$ 2,257,950
1-5 Years
$ -
7,608

$ 7,608

1-5 Years
$ -

3,831
-

$ 3,831

1-5 Years
$ -

4,579
-

$ 4,579
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, 2020, December 31, 2019 and September 30, 2019, the Group’s unused short-term credit of limit of the bank were 1,250,000 thousand, 920,000 thousand and 710,000 thousand, respectively.

  • 31 -

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.

27. TRANSACTIONS WITH RELATED PARTIES

Transactions and balances apply for the profits and losses, revenues and expenses between the Group and its subsidiaries, which were related parties of the Group, had been eliminated on consolidation and are not disclosed in this note. Besides information disclosed elsewhere in the other notes, details of transactions between the Group and other related parties are disclosed as follows.

Compensation of key management personnel

Short-term employee benefits
For the Three
Months
Ended
September 30,
2020
$ 3,287
For the Three
Months
Ended
September 30,
2019
$ 4,610
For the Nine
Months
Ended
September 30,
2020
For the Nine
Months
Ended
September 30,
2020
For the Nine
Months
Ended
September 30,
2019
$ 35,876
For the Nine
Months
Ended
September 30,
2019
$ 35,876
$ 41,558
$ 35,876

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

28. ASSETS PLEDGED AS COLLATERAL

The following assets were provided as collateral for bank borrowings, tariff guarantee for imported commodities:

29.; September 30,
2020
December 31,
2019
September 30,
2019
Property, plant and equipment, Net
$ 207,967
$ 209,009
$ 209,356
Pledged
Time
Deposits(Financial
assets
at
amortized
cost
non-current)

25,345

18,058

18,287
$ 233,312
$ 227,067
$ 227,643
SIGNIFICANT
CONTINGENT
LIABILITIES
AND
UNRECOGNIZED

COMMITMENTS

  • a.;As of September 30, 2020, the group opens NT 87,000 thousand of cashier order for payment guaranteed for Microsoft Taiwan Corporation.

  • b.;As of September 30, 2020, the group opens NT 50,000 thousand of cashier order for payment guaranteed for Microsoft Regional Sales Corporation.

30.;SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN

CURRENCIES

The Group’s significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than functional currencies of the entities in the Group and the related exc hange rates between foreign currencies and respective functional currencies were as follows:

  • 32 -
September 30, 2020
Financial assets
Monetary items
USD


Financial liabilities
Monetary items
USD
December 31, 2019
Financial assets
Monetary items
USD


Financial liabilities

Monetary items

USD

September 30, 2019
Financial assets
Monetary items
USD


Financial liabilities
Monetary items
USD
Foreign
Currencies
$ 24,018

28,612

Foreign
Currencies
$ 31,858





45,703

Foreign
Currencies
$ 36,730
35,982
Exchange Rate

29.10USD:NTD


29.10USD:NTD

Exchange Rate
29.980USD:NTD


29.980USD:NTD

Exchange Rate

31.04USD:NTD


31.04USD:NTD
Carrying
Amount

$ 698,924
$ 832,609
Carrying
Amount

$ 955,103
$ 1,370,176
Carrying
Amount

$ 1,140,099
$ 1,116,881

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

Foreign
currencies
USD

Foreign
currencies
USD
For the Nine Months Ended
September 30,2020
Exchange Rate
Net Foreign
exchange
profit(loss)
USD:NTD29.817
$ 661

For the Three Months Ended
September 30,2020
Exchange Rate
Net Foreign
exchange
profit(loss)
USD:NTD29.450
$ 6,303
For the Nine Months Ended
September 30,2020
Exchange Rate
Net Foreign
exchange
profit(loss)
USD:NTD29.817
$ 661

For the Three Months Ended
September 30,2020
Exchange Rate
Net Foreign
exchange
profit(loss)
USD:NTD29.450
$ 6,303
For the Nine Months Ended
September 30,2019
For the Nine Months Ended
September 30,2019
For the Nine Months Ended
September 30,2019
Exchange Rate
Exchange Rate
USD:NTD29.450
Exchange Rate Net Foreign
exchange
profit(loss)
($ 2,377)
USD:NTD31.197 $ 2,377)
  • 33 -

31. SEPARATELY DISCLOSED ITEMS

  • Information about (1) significant transactions and (2) investees:

  • A. Financing provided to others (Table 1)

  • B. Endorsements/guarantees provided (None)

  • C. Marketable securities held (excluding investments in subsidiaries, associate s and joint ventures) (Table 2)

  • D. Marketable securities acquired or disposed of at costs or prices of 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. Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital (None)

  • I. Trading in derivative instruments (None)

  • J. Other: Intercompany relationships and significant intercompany transactions (Table 4)

  • K. Information on investees (Table 3)

  • (3)Information on investment in Mainland China

  • A. Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the year, repatriations of investment income, and limit on the amount of investment in the mainland China area(Table 5)

  • B. Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses: None.

  • (4)Information of major shareholder: List of all shareholders with ownership of 5 percent or greater showing the names and the number of shares and percentage of ownership held by each shareholder(Table 6)

32. SEGMENT INFORMATION

The management monitors the operating results focusing on the types of products and services acquired or provided of its business units separately for the purpose of making decisions about resource allocation and performance assessment. The department of the Group’s business division of brands distribution or others shall be reported.

  • 34 -

(1)Segments revenue & operating results

The following was an analysis of the Group’s revenue and results from continuing operations by reportable segments:

January 1, 2020 to September 30,
2020
Revenues from external
customers

Inter-segment revenues

Segment revenues

Consolidated revenues
Segment profit (loss)

General administration division
costs and remuneration of
directors
Interest income
Other income
Other profit (loss)
Financial costs
Net income before tax
January 1, 2019 to September 30,
2019
Revenues from external
customers

Inter-segment revenues

Segment revenues

Consolidated revenues
Segment profit (loss)

General administration division
costs and remuneration of
directors
Interest income
Other income
Other profit (loss)
Net gain/(loss) on derecognition
of financial assets at amortized
cost
Financial costs
Net income before tax
The business
division of
brands
distribution
$ 7,485,310

-

$ 7,485,310

$ 518,039

$ 6,418,375

11,823

$ 6,430,198

$ 394,185
Other

$ 113,231

26,951

$ 140,182

$ 1,763)

$ 62,216

2,247

$ 64,463

$ 9,308)
Eliminations
$ -
(
26,951)

($ 26,951)


$ -




$ -
(
14,070)

($ 14,070)


$ -



Total










(



(

(
(


(
(
$ 7,598,541

-

7,598,541
$ 7,598,541
$ 516,276
(
107,562 )
15,368
13,353
2,944
(
2,068)
$ 438,311
$ 6,480,591

-

6,480,591
$ 6,480,591
$ 384,877
(
120,665 )
17,463
7,796
6,473
3,745
(
1,553)
$ 298,136

Segment profit represents the profit before tax earned by each segment without allocation of central administration costs and directors’ salaries, dividend income, interest income, gains or losses on disposal of property, plant and equipment, gains or losses on disposal of financial instruments, exchange gains or losses, valuation gains or losses on financial instr uments, finance costs and income tax expense. This was the measure reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance.

  • 35 -

  • (2)Total segment assets and liabilities

The assets and liabilities of the Group haven’t been provided to the operating management personnel, hence valuation number of assets and liabilities shall not be recovered.

  • (3)Revenue from major products and services

The following is an analysis of the Group’s revenue from con tinuing operations from its major products and services:

IT Infrastructure
Network & Information Security
Cloud Platform & Application
Big Data & Application
Other
For the Nine Months
Ended September 30,
2020
$ 2,216,140
3,578,137
1,434,828
366,445

2,991
$ 7,598,541
For the Nine Months
Ended September 30,
2019
For the Nine Months
Ended September 30,
2019




$ 1,683,660
3,233,463
1,136,587
421,418
5,463
$ 6,480,591
  • 36 -

ZERO ONE TECHNOLOGY CO., LTD.AND SUBSIDIARIES FINANCING PROVIDED TO OTHERS

FOR NINE MONTHS ENDED SEPTEMBER 30, 2020

Table 1 (In Thousands of New Taiwan Dollars, Unless Specified Otherwise)

No.
Note 1
Lender Borrower Financial Statement
Account
Related
Party
Highest
Balance
for the
Period
Note 2
Ending
Balance
Actual
Borrowing
Amount
Interest
Rate
(%)
Nature of
Financing
Note 3
Business
Transaction
Amount

Reasons for
Short-term
Financing
Allowance
for
Impairme
nt Loss
Collateral Collateral Financing Limit for
Each Borrower
Note 4
Aggregate
Financing
LimitNote 5
Note
Item Value
0
0
The company
The company
Zerone Win Investment Co.,
Ltd.
WingWill international Co.,
Ltd.

Other receivables from
related parties
Other receivables from
related parties

Yes

Yes
$40,000
20,000
$40,000
20,000
$ -
-
3%
3%
2
2
$ -
$-
Operating
Capital
Operating
Capital
$ -
$ -

$
$
$ 253,543
253,543
$ 507,087
507,087

Note 1 The number column is organized as follows

  • (1)Number 0 represents the issuer.

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

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

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

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

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

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

  • 37 -

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

Table 2 (In Thousands of New Taiwan Dollars, Unless Specified Otherwise)

Holding
Company
Name
Type and Name of Marketable Securities
Note 1
Relationship with
the Holding
Company

Financial Statement Account
September 30,2020 September 30,2020 September 30,2020 Note
Number of Shares Carrying Amount
Percentage
of
Ownership
(%)
Fair Value
The company Beneficiary certifications
KGI Emerging Market Bond 1-5 ETF
Fund
KGI Kaefer Fund
KGI Taiwan Multi-Asset Income Fund
KGI Asset-selection Taiwan Fund
Corporate bond
China Airlines Ltd. 6 Convertible
Corporate Bonds
Tong Ming Enterprise Co., Ltd 1
Convertible Corporate Bonds
Quang Viet Enterprise Co.,Ltd. 1
Convertible Corporate Bonds
Interactive Digital Technologies Inc.1
Convertible Corporate Bonds
CSBC
Corporation,
Taiwan

1
Convertible Corporate Bonds
QST International Corp.4 Convertible
Corporate Bonds
Taiwan Union Technology Corporation
3 Convertible Corporate Bonds
Lion
Travel
Service
Co.,
Ltd 1
Convertible Corporate Bonds
Bonny
Worldwide
Limited

1
Convertible Corporate Bonds
M.J.
International
Co.,
Ltd.

1
Convertible Corporate Bonds
Browave Corporation 2 Convertible
Corporate Bonds

























Financial assets at FVTPL-
current
Financial assets at FVTPL-
non-current
Financial assets at FVTPL-
non-current
Financial assets at FVTPL-
non-current
Financial assets at FVTPL-
current
Financial assets at FVTPL-
current
Financial assets at FVTPL-
current
Financial assets at FVTPL-
current
Financial assets at FVTPL-
current
Financial assets at FVTPL-
current
Financial assets at FVTPL-
current
Financial assets at FVTPL-
current
Financial assets at FVTPL-
current
Financial assets at FVTPL-
current
Financial assets at FVTPL-
current
65,000
170,199
1,198,020
500,325
30Units
10Units
30Units
10Units
25Units
41Units
30Units
10Units
5Units
20Units
10Units
$ 2,514
3,208
12,244
5,032
2,986
999
3,079
1,085
2,738
4,059
3,195
973
530
2,074
1,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 2,514
3,208
12,244
5,032
2,986
999
3,079
1,085
2,738
4,059
3,195
973
530
2,074
1,000

Continued

  • 38 -
Holding
Company
Name
Type and Name of Marketable Securities
Note 1
Relationship with
the Holding
Company

Financial Statement Account
September 30,2020 September 30,2020 September 30,2020 Note
Number of Shares Carrying Amount
Percentage
of
Ownership
(%)
Fair Value
The company Barclays Bank Corporate Bond (USD)
PCA Life Assurance Co., Ltd. Corporate
Bond (USD)
AT&T Corporate Bond (USD)
Securities
Actron Technology Corporation
Cathay Financial Holding Co., Ltd.
Preferred Share A
Union Bank of TaiwanPreferred Share
A
K Way Information Corporation
China Electric Mfg. Corporation
Asix Electronics Corporation








Note 3











Financial assets at amortized
costnon-current
Financial assets at amortized
costnon-current
Financial assets at amortized
costnon-current
Financial assets at FVTPL-
current
Financial assets at FVTPL-
non-current
Financial assets at FVTPL-
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current

5Units

10Units

5Units
15,000
166,000
80,000
490,000
2,689,200
81,066
1,111,563
175,000
1,500,000
134,000
70,000
400,000
240,000
90,000
230,000
$ 15,239
29,883
16,027
1,241
10,325
4,168
16,660
29,985
2,874
10,437
3,743
15,000
8,335
3,647
25,000
12,744
5,841
14,398
-
-
-
-
-
-
1.60
0.83
0.16
2.72
1.68
3.75
-
-
-
-
-
-
$ 15,925
29,478
17,061
1,241
10,325
4,168
16,660
29,985
2,874
10,437
3,743
15,000
8,335
3,647
25,000
12,744
5,841
14,398
Promaster Technology Corp.
Unex Technology Corporation
Ta Chang Financial Holding Co.,Ltd.
Cathay Financial Holding Co., Ltd.
Preferred Share A
Union Bank of TaiwanPreferred Share
A
Fubon Financial Holding Co., Ltd.
Preferred Share B
Taishin Financial Holding Co., Ltd.
Preferred Share E
CTBC Financial Holding Co., Ltd.
Preferred Share B
Cathay Financial Holding Co., Ltd.
Preferred Share B

Continued

  • 39 -
Holding
Company
Name
Type and Name of Marketable Securities
Note 1
Relationship with
the Holding
Company

Financial Statement Account
September 30,2020 September 30,2020 September 30,2020 Note
Number of Shares Carrying Amount
Percentage
of
Ownership
(%)
Fair Value
The company
Zerone Win
Investment
Co., Ltd.
Petacom
Technology
Co., Ltd.
Zotech Co.,
Ltd.
Kwong Lung Enterprise Co., Ltd.
Preferred Share A
WPG Holdings Limited. Preferred
Share A
United
Orthopedic
Corporation

Preferred Share A
QST International Corp. Preferred
Share A
Chailease Holding Company Limited
Preferred Share A
Miiicasa Holdings (Cayman) Inc.
Duofu Co., Ltd.
Jotangi Technology Co., Ltd.
Securities
WPG Holdings Limited. Preferred
Share A
Shin Kong Financial Holding Co., Ltd.
Preferred Share A
Chailease Holding Company Limited
Preferred Share A
Tatung System Technologies Inc.
Beneficiary certifications
Taishin 1699 Money Market Fund
Securities
WPG Holdings Limited. Preferred
Share A

















Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTPL-
current
Financial assets at FVTOCI
non-current
270,000
700,000
200,000
150,000
300,000
2,500,000
10,000
796,250
240,000
50,000
89,000
2,000,000
1,000,000
200,000
$ 13,486
35,000
9,200
6,075
29,970
-
-
-
12,000
2,213
8,891
41,000
13,634
10,000
-
-
-
-
-
3.45
0.27
9.32
-
-
-
2.26
-
-
$ 13,486
35,000
9,200
6,075
29,970
-
-
-
12,000
2,213
8,891
41,000
13,634
10,000

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 3.

Note 3 Elected as the director of the company on June 10, 2020, and used to be the supervisor of the company.

  • 40 -

ZERO ONE TECHNOLOGY CO., LTD.AND SUBSIDIARIES INFORMATION ON INVESTEES

FOR NINE MONTHS ENDED SEPTEMBER 30, 2020

Table 3 (In Thousands of New Taiwan Dollars)

Investor
Company
Investee
Company
Location Main Businesses
and Products
Original Investment Amount Original Investment Amount As of 30 September 2020 As of 30 September 2020 As of 30 September 2020 Net Income
(Loss) of the
Investee
Share of
Profit (Loss)
Note
30 September
2020
31 December
2019
Number of
Shares
% Carrying
Amount
The Company
Zerone Win
Investment
Co., Ltd.
Zotech
Technology Co.,
Ltd.
Navizot Inc.
Zerone
Win
Investment
Co., Ltd.
Asiaone
Holdings Ltd.
WingWill
International
Co., Ltd.
PetaCom
technology
Co., Ltd.
Taipei City
Taipei City

Taipei City
Republic of
Seychelles
Taipei City
Taipei City
Services of
telecommunication
apparatus
Services of
telecommunication
apparatus
Investment
Holding company
Services of cloud
information
software
Services of
distribution of
information
product
$ 35,000
-
149,000
10,063
25,500
50,000
$ 35,000
10,000
100,000
10,063
7,000
50,000
3,500,000
-
14,900,000
320,000
25,500,000
50,000,000
85.37
-
100.00
100.00
87.93
100.00
$ 40,527
-
138,754
8,512
8,374
41,759
( $ 2,606 )

-
(
3,973 )
(
879 )
(
4,137 )
(
1,736 )
( $ 2,225 )

-
(
3,973 )
(
879 )
(
3,189 )
(
1,736 )
Subsidiary
Disposed by the
Company in
April, 2020
Subsidiary
Subsidiary
Sub-subsidiary
Sub-subsidiary

Note: Please reference table 5 for Information on investment in Mainland China.

  • 41 -

ZERO ONE TECHNOLOGY CO., LTD.AND SUBSIDIARIES INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR NINE MONTHS ENDED SEPTEMBER 30, 2020

Table 4 ; ( In Thousands of New Taiwan Dollars)

Table 4 ; (In Thousands of (In Thousands of New Taiwan Dollars)
No.
Note 1
Investee
Company
Counterparty Relationship
Note 2
Transaction Details

Financial Statement
Accounts
Amount
(Note 4)
Payment
Terms
(Note 5)
% of Total Sales or Assets
Note 3
0 The company WingWill International Co.,
Ltd.
Techone
(Shanghai)
Co.,
Ltd.

1

1
Sales revenue
Sales revenue
$15,769
5,028
Note 5
Note 5
-
-

Note 1 Business between the parent and subsidiaries is numbered as follows:

  1. Parent:0.

  2. Subsidiaries are numbered from 1 in order.

  3. Note 2 3 types of relationship between parties is numbered as follows:

  4. Parent to subsidiary.

  5. Subsidiary to parent.

  6. Between subsidiaries.

  7. Note 3 Percentage of transaction amounts to consolidated operating revenues or consolidated total assets: If the a ccount is a balance sheet account, it shall be calculated by dividing the ending balance into consolidated total ass ets; if the account is an income statement account, it shall be calculated by dividing the yearly cumulative balance into consolidated operating revenues.

  8. Note 4 Only the related parties’ transactions over 5,000 thousand are disclosed.

  9. Note 5 Transaction conditions of the related parties are similar to those of customers.

  10. 42 -

ZERO ONE TECHNOLOGY CO., LTD.AND SUBSIDIARIES

INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR NINE MONTHS ENDED SEPTEMBER 30, 2020 Table 5

(In Thousands of New Taiwan Dollars/Foreign Currency)

Investee
Company
Main
Businesses
and
Products
Paid-in Capital Method of
Investment

Accumulated
Outward
Remittance for
Investment
from Taiwan as
of
January 1, 2020

Accumulated
Outward
Remittance for
Investment
from Taiwan as
of
January 1, 2020
Remittance of
Funds
Remittance of
Funds
Accumulated
Outward
Remittance
for
Investment
from Taiwan
as of
September 30,
2020

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



Investment
Gain (Loss)
(Note 2)


Carrying
Amount as
of
September
30,
2020

Accumulated
Repatriation
of Investment
Income as of
September 30,
2020


Note


Outward
Inward
Techone
(Shanghai)
Co., Ltd.
Services of
Network
Technology

$
( RMB
12,807
3,000 )
Note 1 $ - $ 9,118 $ - $ 9,118 ( $1,172 ) 70% ( $ 821 ) $ 8,142 $ -
Accumulated Outward
Remittance for Investments in
Mainland China as of
September 30,2020
Investment Amount Authorized
by the Investment Commission,
MOEA
Upper Limit on the Amount of
Investments Stipulated by the
Investment Commission,
MOEA(Note 3)
$ 8,862
(USD
305)
$ 8,862
(USD
305)
$ 1,521,260

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

Note 2 Amount was recognized based on the financial statements which were not reviewed by CPAs on September 30, 2020.

Note 3 Determined by sixty percent (60%) of the Company’s consolidated net worth, reviewed by CPAs on September 30, 2020(2,535,433×60% 1,521,260 )。

Note 4 For foreign currency conversion, income (loss) are converted by the average exchange rate in 2020 Q3. Other amounts are converted into New Taiwan Dollars by the exchange rate on September 30, 2020.

  • 43 -

ZERO ONE TECHNOLOGY CO., LTD.AND SUBSIDIARIES

INFORMATION ON MAJOR SHAREHOLDERS

September 30, 2020

Table 6

Shareholders Shares Shares
Total Shares Owned
(In Thousands)
Ownership
Percentage
Ceres Investment Co., Ltd.
Chia Hsin Lin
9,506,594
9,373,292
7.58%
7.48%

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

  • 44 -