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ZERO ONE Interim / Quarterly Report 2021

Dec 31, 2021

52262_rns_2021-12-31_e967eff8-578c-439d-a7e5-f8b159cd4e62.pdf

Interim / Quarterly Report

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Code:3029

ZERO ONE TECHNOLOGY CO., LTD.

AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS FOR THE

THREE MONTHS ENDED MARCH 31, 2021 AND 2020 AND

INDEPENDENT AUDITORS’ REVIEW REPORT

ADDRESS: 10F., NO.8, LN. 360, SEC. 1, NEIHU RD., TAIPEI CITY. OFFICE NUMBER : +886 2 2656 5656

  • 1 -

§TABLE OF CONTENTS§

Contents
1、Cover
2、Table of Contents
3、Independent Auditors’ Review Report
4、Consolidated Balance Sheets
5、Consolidated Statements of Comprehensive Income
6、Consolidated Statements of Changes in Equity
7、Consolidated Statements of Cash Flows
8、Notes to Consolidated Financial Statements
(1) General
(2) The date and procedures of authorization of financial
statements
(3) Application of new, amended and revised standards
and interpretations
(4) Summary of significant accounting policies
(5) Critical Accounting judgements and key sources of
estimation and uncertainty
(6) Explanation of significant accounts
(7) Related parties transactions
(8) Pledged assets
(9) Significant contingent liabilities and unrecognized
commitments
(10) Foreign-currency-denominated assets and liabilities
that have significant influence
(11) Additional disclosures
A. Information on significant transactions
B. Information on investees
C. Intercompany
relationships
and
significant
intercompany transactions
D. Information on investment in mainland China
E. Information of major shareholders
(12) Segment information
Page No.
1
2
3~4
5
6~7
8
9~10
11
11
11~12
12~13
13
13~29
29
29
30
30
31、
34~37
31、39
31、38
31、40
31、41
32~33
Financial
Report’s
Note No.
-
-
-
-
-
-
-
1
2
3
4
5
6~26
27
28
29
30
31
31
31
31
31
32
  • 2 -

INDEPENDENT AUDITORS’ REVIEW REPORT

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

Introduction

We have reviewed the accompanying consolidated balance sheets of Zero One Technology Co., Ltd and its subsidiaries (the “Group”)as of March 31, 2021 and 2020, the related consolidated statements of comprehensive income, changes in equity and cash flows for the three months then ended March 31, 2021 and 2020, 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 consolidated financial position of the Group as of March 31, 2021 and 2020, and of its consolidated financial performance and its consolidated cash flows for the three months then ended March 31, 2021 and 2020 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.

  • 3 -

The engagement partners on the reviews resulting in this independent auditors' review report are Chien-Liang Liu and Pei-Te Chen.

Deloitte & Touche

Taipei, Taiwan Republic of China April 28, 2021

Notice to Readers

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

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

  • 4 -

ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS March 31, 2021, December 31, 2020, and March 31, 2020 (In Thousands of New Taiwan Dollars)

ASSETS

CURRENT ASSETS

Cash and cash equivalents (Note 6)

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

Financial assets at fair value through other comprehensive income (Note 8)

Financial assets at amortized cost (Note 9)

Notes receivable (Note 11)

Trade receivables (Note 11)

Current tax assets (Note 4)

Inventories (Note 12)

Other current assets


Total current assets


NON-CURRENT ASSETS

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

Financial assets at fair value through other comprehensive income (Note 8)

Financial assets at amortized cost (Notes 9, 10 and 28)

Investment accounted for using equity method (Note 14)

Property, plant and equipment (Notes 15 and 28)

Right-of-use assets (Note 16)

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 17)

Trade payables

Other payables (Note 18)

Current tax liabilities (Note 4)

Lease liabilities (Note 16)

Other current liabilities

Total current liabilities


NON-CURRENT LIABILITIES

Deferred tax liabilities (Note 4)

Lease liabilities (Note 16)

Net defined benefit liabilities (Notes 4 and 19)

Other non-current liabilities

Total non-current liabilities


Total liabilities


EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 20)

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
March 31, 2021
(Reviewed)
Amount
%
$ 779,982
13
482,943
8
-
-
153,070
3
363,980
6
2,097,294
36
831
-
1,040,624
18

29,414

1
4,948,138
85
36,052
1
379,119
7
82,734
1
3,700
-
306,276
5
16,927
-
1,347
-
36,946
1
8,328
-

28,072

-

899,501
15
$ 5,847,639
100
$ -
-
2,338,591
40
658,529
11
89,028
2
9,510
-

241,097

4
3,336,755
57
20
-
7,799
-
20,288
1

800

-

28,907

1
3,365,662
58
1,263,292
22

481,206

8
219,863
4
-
-

425,288

7

645,151
11

80,697

1
2,470,346
42

11,631

-
2,481,977
42
$ 5,847,639
100
March 31, 2021
(Reviewed)
Amount
%
$ 779,982
13
482,943
8
-
-
153,070
3
363,980
6
2,097,294
36
831
-
1,040,624
18

29,414

1
4,948,138
85
36,052
1
379,119
7
82,734
1
3,700
-
306,276
5
16,927
-
1,347
-
36,946
1
8,328
-

28,072

-

899,501
15
$ 5,847,639
100
$ -
-
2,338,591
40
658,529
11
89,028
2
9,510
-

241,097

4
3,336,755
57
20
-
7,799
-
20,288
1

800

-

28,907

1
3,365,662
58
1,263,292
22

481,206

8
219,863
4
-
-

425,288

7

645,151
11

80,697

1
2,470,346
42

11,631

-
2,481,977
42
$ 5,847,639
100
December 31, 2020
(Audited)
Amount
%
December 31, 2020
(Audited)
Amount
%
March 31, 2020
(Reviewed)
March 31, 2020
(Reviewed)
Amount
$ 779,982

482,943
-
153,070
363,980
2,097,294

831
1,040,624


29,414

4,948,138

36,052
379,119
82,734
3,700
306,276
16,927
1,347
36,946
8,328

28,072


899,501

$ 5,847,639

$ -
2,338,591

658,529

89,028
9,510

241,097

3,336,755

20
7,799
20,288

800


28,907

3,365,662

1,263,292


481,206

219,863
-

425,288


645,151


80,697

2,470,346


11,631

2,481,977

$ 5,847,639
Amount
$ 514,883

66,897
6,300
884,502

279,764
1,818,321

-
1,131,859


10,381

4,712,907

28,447
242,616
89,431
-
311,774
6,564
1,167
45,515
6,362

-


731,876

$ 5,444,783

$ 251,000
1,921,645

477,565
85,023
3,550

174,433

2,913,216

-
3,065
21,347

1,171


25,583

2,938,799

1,248,462


473,245

184,732
16,844

587,633


789,209


13,352)

2,497,564


8,420

2,505,984

$ 5,444,783
%


























































































13
8
-
3
6
36
-
18

1
85
1
7
1
-
5
-
-
1
-

-
15
100
-
40
11
2
-

4
57
-
-
1

-

1
58
22

8
4
-

7
11

1
42

-
42
100


















































$ 637,890
12
360,873
7
-
-
238,510
4
230,490
4
1,909,941
35
831
-
1,242,141
23

28,402

-
4,649,078
85
35,391
1
339,515
6
69,526
1
-
-
308,367
6
13,027
-
1,238
-
37,594
1
7,940
-

10,000

-

822,598
15
$ 5,471,676
100
$ -
-
2,245,464
41
246,382
5
59,661
1
7,484
-

215,864

4
2,774,855
51
20
-
5,607
-
20,982
-

800

-

27,409

-
2,802,264
51
1,256,402
23

478,757

9
219,863
4
-
-

667,898
12

887,761
16

34,350

1
2,657,270
49

12,142

-
2,669,412
49
$ 5,471,676
100














































(



10
1
-
16
5
34
-
21

-
87
-
4
2
-
6
-
-
1
-

-
13
100
5
35
9
2
-

3
54
-
-
-

-

-
54
23

9
3
-
11
14

-
46

-
46
100

The accompanying notes are an integral part of the consolidated financial statements.

  • 5 -

ZERO ONE TECHNOLOGY CO., AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the three months ended March 31, 2021 and 2020 (Reviewed, Not Audited) (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE

OPERATING COSTS (Notes 12 and 21)

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 11)

Total operating expenses

PROFIT FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES
(Note 21)
Interest income
Other income
Other gains and losses
Finance costs

Share of loss of associates accounted for using
equity method

Total non-operating income and expenses

PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Note 22)

NET PROFIT
**For the Three Months Ended March 31 ** **For the Three Months Ended March 31 ** **For the Three Months Ended March 31 ** **For the Three Months Ended March 31 ** **For the Three Months Ended March 31 ** **For the Three Months Ended March 31 **
2021 %
100
90

10


4

1

-
-

5

5


-

-

-

-
-

-


5
1

4
2020
%

















  • 6 -

ZERO ONE TECHNOLOGY CO., AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the three months ended March 31, 2021 and 2020 (Reviewed, Not Audited) (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to
profit or loss:
Unrealized gain (loss) on investments in equity
instruments 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

Other comprehensive income (loss) for the
period, net of income tax

TOTAL COMPREHENSIVE INCOME (LOSS) FOR
THE PERIOD

NET PROFIT (LOSS) ATTRIBUTABLE TO:
Owners of the Company

Non-controlling interests


TOTAL COMPREHENSIVE INCOME (LOSS)
ATTRIBUTABLE TO:
Owners of the Company

Non-controlling interests


EARNINGS PER SHARE (Note 23)
Basic

Diluted
For the Three Months Ended March 31 For the Three Months Ended March 31 For the Three Months Ended March 31 For the Three Months Ended March 31 For the Three Months Ended March 31
2021 %

2


-

2


6




4

-

4




6

-

6


2020
Amount
$ 64,414

96)

64,318

$ 179,649

$ 115,828

497)

$ 115,331

$ 180,160

511)

$ 179,649

$ 0.92
$ 0.90
Amount
( $ 22,069 )

(
243)

(
22,312)


$ 69,397



$ 92,869
(
1,160)

$ 91,709



$ 70,769
(
1,372)

$ 69,397

$ 0.75
$ 0.73
%

(



(


(











(
1 )

-
(
1)

3

4

-

4

3

-

3

(Concluded)

The accompanying notes are an integral part of the consolidated financial statements.

  • 7 -

ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the three months ended March 31, 2021 and 2020 (Reviewed, Not Audited)

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

BALANCE, JANUARY 1, 2020
Net profit (loss) for the three months ended March 31,
2020
Other comprehensive income (loss) for the three
months ended March 31, 2020, net of income tax
Total comprehensive income (loss) for the three
months ended March 31, 2020, net of income tax
Share based payment transaction-restricted stock
awards
Share based payment transaction - employee share
options
Recall of unissued shares of restricted stock awards
Issuance of ordinary shares under employee share
options
Non-controlling interests
BALANCE, MARCH 31, 2020
BALANCE, JANUARY 1, 2021
Appropriation of the 2020 earnings:
Cash dividends – NT $3.0 per share
Net profit (loss) for the three months ended March 31,
2021
Other comprehensive income (loss) for the three
months ended March 31, 2021, net of income tax
Total comprehensive income (loss) for the three
months ended March 31, 2021, net of income tax
Share based payment transaction – restricted stock
awards
Share based payment transaction - employee share
options
Recall of unissued shares of restricted stock awards
Issuance of ordinary shares under employee share
options
Disposals of investments in equity instruments at fair
value through other comprehensive income
BALANCE, MARCH 31, 2021
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
$ 2,420,304
92,869

22,100)
70,769
1,272
1,966
-
3,253
-
$ 2,497,564
$ 2,657,270

377,836 )
115,828
64,332
180,160
1,413

871 )
-
10,210
-
$ 2,470,346
Non-controlling
Interests
$ 5,885
(
1,160 )
(
212)
(
1,372)
-
-
-
-

3,907
$ 8,420
$ 12,142
-
(
497 )
(
14)
(
511)
-
-
-
-

-
$ 11,631
Total Equity
Share Capital
Shares
(In Thousand)
Issued Capital

124,635
$ 1,246,352
-
-

-

-

-

-
-
-
-
-
(
12 )
(
120 )
223
2,230

-

-

124,846
$ 1,248,462
125,640
$ 1,256,402
-
-
-
-

-

-

-

-
-
-
-
-
(
15 )
(
150 )
704
7,040

-

-

126,329
$ 1,263,292
Capital Surplus
$ 470,136
-

-

-
-
1,966
120
1,023

-
$ 473,245
$ 478,757
-
-

-

-
-
(
871 )
150
3,170

-
$ 481,206
Retained Earnings Total
$ 696,340
92,869
-
92,869
-
-
-
-
-
$ 789,209
$ 887,761

377,836 )
115,828
-
115,828
-
-
-
-
19,398
$ 645,151
Other Equity Total
$ 7,476
-

22,100)

22,100)
1,272
-
-
-
-
$ 13,352)
$ 34,350
-
-
64,332
64,332
1,413
-
-
-

19,398)
$ 80,697
Exchange
differences on
translating the
financial
statements of
foreign
operations
$ -
-
(
170)
(
170)
-
-
-
-

-
($ 170)
$ 74
-
-
(
67)
(
67)
-
-
-
-

-
$ 7
Unrealized gain
(loss) on
Financial Assets
at FVTOCI
$ 17,865

-
(
21,930)

(
21,930)

-
-
-
-

-

($ 4,065)

$ 39,577

-
-

64,399


64,399

-
-
-
-
(
19,398)

$ 84,578
Unearned
Employee
benefits
$ 10,389 )
-
-

-

1,272
-
-
-
-

$ 9,117)

$ 5,301 )
-
-
-

-

1,413
-
-
-
-

$ 3,888)
Shares
(In Thousand)

124,635

-

-


-

-
-
(
12 )

223

-


124,846

125,640

-
-

-


-

-
-
(
15 )

704

-


126,329
Legal Reserve

$ 184,732
-

-

-
-
-
-
-

-
$ 184,732
$ 219,863
-
-

-

-
-
-
-
-

-
$ 219,863
Special Reserve
$ 16,844
-

-

-
-
-
-
-

-
$ 16,844
$ -
-
-

-

-
-
-
-
-

-
$ -
Unappropriated
Earnings
$ 494,764
92,869

-

92,869
-
-
-
-

-
$ 587,633
$ 667,898
(
377,836 )
115,828

-

115,828
-
-
-
-

19,398
$ 425,288


(




(




(





(









(

























(









(




(
(

(

(
(


(
(

(



(
(



(
(



(

(
(

(



(

(




(


(


(
(
(



(
(
(


(




(


(

$ 2,426,189
91,709

22,312)
69,397
1,272
1,966
-
3,253
3,907
$ 2,505,984
$ 2,669,412

377,836 )
115,331
64,318
179,649
1,413

871 )
-
10,210
-
$ 2,481,977

The accompanying notes are an integral part of the consolidated financial statements.

  • 8 -

ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS For the three months ended March 31, 2021 and 2020 (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 (reversed) recognized on trade receivables

Net (gain) loss on fair value changes of financial assets and liabilities
at fair value through profit or loss

Finance costs

Interest income

Compensation costs of employee share options

Share of loss of associates accounted for using equity method

Gain on disposal of property, plant and equipment

(Reversal of) write-downs of inventories

Net loss on foreign currency exchange

Changes in operating assets and liabilities

Financial assets mandatorily classified as at fair value through profit
or loss

Notes receivable

Trade receivables

Inventories

Other current assets

Trade payables

Other payables

Other current liabilities

Net defined benefit liabilities

Cash generated from operations

Income tax (paid) returned

Net cash generated from operating activities
For the Three Months Ended
March 31
For the Three Months Ended
March 31
2021

$ 145,541


6,034

235

(
3,828 )

(
2,296 )

53

(
1,024 )

542

300

-

(
9,079 )

6,016


(
120,435 )

(
133,490 )

(
180,756 )

209,907

7,616

82,850

34,846

25,233

(
694)

67,571

(
195)


67,376
2020

$ 116,407

5,718

228

516

3,604

1,070

(
6,927 )

3,238

-

(
40 )

7,997

481

(
3,243 )

(
636 )

(
63,624 )

179,679

23,228

(
118,141 )

95,638

31,361
(
571)

275,983

591

276,574

(Continued)

  • 9 -

ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS For the three months ended March 31, 2021 and 2020 (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

Purchase of financial assets at amortized cost

Proceeds from sale of financial assets at amortized cost

Acquisition 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

Interest received

Net cash generated from (used in) investing activities


CASH FLOWS FROM FINANCING ACTIVITIES

Increase in short-term borrowings

Repayment of the principal portion of lease liabilities

Exercise of employee share options

Interest paid

Increase in non-controlling interests

Net cash generated from 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 Three Months Ended
March 31
For the Three Months Ended
March 31
2021

( $ 2,428 )

17,284

(
178,829 )

251,151

(
4,000 )

(
18,072 )

(
1,290 )

-

(
388 )


2,449


65,877



-

(
1,995 )

10,210

(
53 )


-


8,162



677


142,092



637,890


$ 779,982
2020

( $ 19,217 )

-

(
446,063 )

253,944

-

-

(
1,393 )

40

(
1,021 )

8,110
(
205,600)

101,000

(
1,689 )

3,253

(
1,068 )

3,907

105,403

3,009

179,386

335,497
$ 514,883
(Concluded)

The accompanying notes are an integral part of the consolidated financial statements.

  • 10 -

ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2021 and 2020

(Reviewed, Not Audited)

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

1. GENERAL

Zero One Technology Co., Ltd. (the “Company” or “ZOTC”) was incorporated as a company limited by shares under the Company Act of the Republic of China on June 27, 1980. On January 21, 2000, ZOTC’s shares were listed on the 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 ZOTC.

2. THE DATE AND PROCEDURES OF AUTHORIZATION OF FINANCIAL STATEMENTS

The accompanying consolidated financial statements were reported by the Board of Directors and issued on April 28, 2021.

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

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

The initial application of the amendments to the IFRSs endorsed and issued into effect by the FSC did not have a significant effect on the Group’s accounting policies.

  • (2) IFRSs issued by the IASB but not yet endorsed and issued into effect by the 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 10 and IAS 28 “Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture”

Amendments to IFRS 16 “Covid-19 Related Rent Concessions beyond
30 June 2021”

IFRS 17 “Insurance Contracts”

Amendments to IFRS 17

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

Amendments to IAS 1 “Disclosure of Accounting Policies”

Amendments to IAS 8 “Definition of Accounting Estimates”

Amendments to IAS 16 “Property, plant and equipment – Proceeds
before Intended Use”

Amendments to IAS 37 “Onerous Contracts – Cost of Fulfilling a
Contract”
Effective Date
Announced by the IASB (Note 1)
January 1, 2022 (Note 2)
January 1, 2022 (Note 3)
To be determined by IASB
April 1, 2021 (Note 8)
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023 (Note 6)
January 1, 2023 (Note 7)
January 1, 2022 (Note 4)
January 1, 2022 (Note 5)
  • Note 1: Unless stated otherwise, the above new, revised or amended standards and interpretations are effective for annual reporting periods beginning on or after their respective effective dates.

  • Note 2: The amendments to IFRS 9 will be 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” will be 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” will be applied retrospectively for annual reporting periods beginning on or after January 1, 2022.

  • 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.

  • 11 -

  • 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.

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

  • Note 7: The amendments are applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.

  • Note 8: The amendments are effective for annual periods beginning on or after April 1, 2021 for lessees, the accumulated amounts are recognized at the beginning of the annual reporting period.

As of the date the consolidated financial statements were authorized for issue, the Group continuously evaluates the possible impact that the application of above standards and interpretations will have on the Group’s financial position and financial performance, and will disclose the relevant impact when the evaluation 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” endorsed and issued into effect by the FSC. The consolidated financial statements do not present all the disclosures required for a complete set of annual consolidated financial statements prepared under the IFRSs endorsed and issued into effect by the FSC.

(2) Basis of preparation

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

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

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

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

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

(3) Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Group and the entities controlled by the Group (i.e. its subsidiaries). When necessary, adjustments are made to the financial statements of subsidiaries to ensure their accounting policies are in line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation. Total comprehensive income of subsidiaries is attributed to the owners of the Group and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

See Note 13, Tables 4&5 for the detailed information of subsidiaries, the percentage of ownership and main business.

(4) Other Significant Accounting Policies

Except for the following, please refer to the consolidated financial statements for the year ended 2020.

  • A. Defined benefits of retirement

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

  • 12 -

B. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax. The interim period income tax expense is accrued using the tax rate that would be applicable to expected total annual earnings, that is, the estimated average annual effective income tax rate applied to the pre-tax income of the interim period.

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

Please refer to the consolidated financial statements for the year ended December 31, 2020 for main sources of critical accounting judgments, estimates and uncertainty assumptions explanations.

6. CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS
Cash on hand
Checking accounts and demand deposits
Cash equivalents
Time deposits in banks
Repurchase agreements collateralized
by bonds
March 31,
2021
$ 268
751,150

-
28,564
$ 779,982
December 31,
2020
$ 213
609,197

-

28,480
$ 637,890
March 31,
2020







$ 72
86,506
105,697
322,608
$ 514,883

7. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

Financial assets-current
Mandatorily measured at FVTPL
Domestic convertible bond
Domestic listed ordinary shares
Fund beneficiary certificates

Financial assets-non-current
Mandatorily measured at FVTPL
Domestic listed preference shares
Fund beneficiary certificates
March 31,
2021
$ 14,721
1,740
466,482
$ 482,943
$ 14,515
21,537
$ 36,052
December 31,
2020
$ 15,966
1,785

343,122
$ 360,873
$ 14,403

20,988
$ 35,391
March 31,
2020










$ 39,557
-
27,340
$ 66,897
$ 14,133
14,314
$ 28,447

8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

Investments in equity instruments

Investments in equity instruments

Current
Domestic investment
Listed preference shares
Non-current
Domestic investment
Listed and emerging market ordinary
shares
Listed preference shares
Unlisted shares
March 31,
2021
$ -
$ 163,701
197,276
18,142
$ 379,119
December 31,
2020
$ -
$ 123,829
197,544

18,142
$ 339,515
March 31,
2020









$ 6,300
$ 88,756
150,117
3,743
$ 242,616

The investments in those ordinary and preferred shares are in line with the Group’s medium- to long-term strategies and the investment profits are expected to be gained in the long run. The management of the Group 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.

  • 13 -

9. FINANCIAL ASSETS AT AMORTIZED COST

Current
Domestic investment
Time deposits with original maturities
of more than three months (1)
Repurchase agreements collateralized
by bonds (2)
Non-current
Domestic investment
Pledged time deposit (3)
Barclays Bank corporate bond (USD)
(4)
Prudential plc. corporate bond (USD)
(5)
AT&T corporate bond (USD) (6)
March 31,
2021
$ 153,070
-
$ 153,070
$ 25,561
14,904
29,142
13,127
$ 82,734
December 31,
2020
$ 238,510

-
$ 238,510
$ 25,465
14,895
29,166

-
$ 69,526
March 31,
2020















$ 753,930
130,572
$ 884,502
$ 25,346
15,936
31,434
16,715
$ 89,431
  • (1) As of March 31, 2021, December 31 and March 31, 2020, the market interest rate intervals of time deposit with original maturities of more than three months were 0.63%~0.815%, 0.63%~2.10% and 0.77%~2.10%, respectively.

  • (2) As of March 31, 2020, the market interest rate intervals of repurchase agreements collateralized by bonds with original maturities of more than three months was 2.00%~2.10%.

  • (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 Prudential plc.. 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 460 thousand with a coupon rate of 3.65% and USD 553 thousand with a coupon rate of 4.50%, in March 2021 and November 2019, respectively. The purchased bonds of USD 553 thousand in November 2019 were sold in November 2020.

  • (7) Please refer to Note 10 for relevant credit risk management and impairment assessment information for financial assets at amortized cost.

10. CREDIT RISK MANAGEMENT FOR INVESTMENTS IN DEBT INSTRUCTMENTS

The investments in debt instruments of the Group are mainly financial assets at amortized cost. The strategy that the Group adopts is to invest in debt instruments that are rated as investment grade or higher and have low credit risk for the purpose of impairment assessment. The credit rating information is provided by external independent agencies.

The Group consistently monitors changes in the credit risks of the invested debt instruments by tracking ratings and relevant information, and reviews the yield curve of bonds, material information of the bond-issuers, etc., so as to evaluate if there is a significant increase in the debt instruments since initial recognition.

The Group assesses the information of investment risk provided by external rating agencies and evaluates the 12-month expected credit loss or lifetime expected credit loss. The bonds that the Group invested are all of investment grade, and the credit risk of the bond-issuers is low and is capable to settle the contractual cash flows. The Group does not anticipate that the corporate bonds invested will have any material expected credit loss resulted from default within the 12 months after the date of the financial statements, and thus did not recognize allowance for loss as of March 31, 2021, December 31 and March 31, 2020.

  • 14 -

11. NOTES, TRADE RECEIVABLE AND OVERDUE RECEIVABLES

Measured at amortized cost
Notes receivable
Trade receivable
Overdue receivables
Deduct: Allowance for impairment loss
March 31,
2021
$ 363,980

2,104,898
1,474
9,078)

$ 2,461,274
December 31,
2020
$ 230,490

1,921,373
1,474
12,906)

$ 2,140,431
March 31,
2020

(

(

(
$ 279,764
1,833,531
20,816
36,026)
$ 2,098,085

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

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

The Group measures the loss allowance for trade receivables at an amount equal to lifetime ECLs. The expected credit losses on trade receivable are estimated using a provision matrix by reference to past default experience of the customer, the customer’s current financial position, and economic conditions of the industry, as well as forecasts of GDP and prospects of the industry. As the Group’s historical data of credit loss indicates that there is no significant difference in terms of the types of loss resulted from different customer groups, therefore, the segregation of customers was not further differentiated in the matrix, and the number of days of trade receivables overdue was used to determine the ratio of the expected credit loss.

The Group writes off an account receivable when there is information 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:

March 31, 2021

March 31, 2021
Not Past Due
1-30 Days
Past Due
31-60 Days
Past Due
61-90 Days
Past Due

Gross carrying amount
$ 2,464,817
$ 3,116
$ 945
$ -

Loss allowance (Lifetime
ECLs)
(
6,266)
(
934)
(
404)

-

Amortized cost
$ 2,458,551
$ 2,182
$ 541
$ -

December 31, 2020
Not Past Due
1-30 Days Past
Due
31-60 Days
Past Due
61-90 Days
Past Due

Gross carrying amount
$ 2,138,258
$ 2,869 $ 10,160 $ 576
Loss allowance (Lifetime
ECLs)
(
5,895)
(
899)
(
4,344)
(
294)

Amortized cost
$ 2,132,363
$ 1,970
$ 5,816
$ 282

March 31, 2020
Not Past Due
1-30 Days Past
Due
31-60 Days
Past Due
61-90 Days
Past Due

Gross carrying amount
$ 2,096,480
$ 4,394
$ 2,509
$ 7,205

Loss allowance (Lifetime
ECLs)
(
5,632)
(
1,823)
(
1,143)
(
3,905)

Amortized cost
$ 2,090,848
$ 2,571
$ 1,366
$ 3,300

The movements of the loss allowance of trade receivable were as follows:
For the Three Months
Ended March 31,
2021
Balance at January 1
$ 12,906
Add: Net remeasurement of loss allowance
-
Deduct: Reversal of loss allowance
(
3,828)
Balance at March 31
$ 9,078
More Than 90
Days Past Due
Total
$ 1,474
$ 2,470,352
(
1,474)
(
9,078)
$ -
$ 2,461,274
More Than 90
Days Past Due
Total
$ 1,474
$ 2,153,337
(
1,474)
(
12,906)
$ -
$ 2,140,431
More Than 90
Days Past Due
Total
$ 23,523
$ 2,134,111
(
23,523)
(
36,026)
$ -
$ 2,098,085
For the Three Months
Ended March 31,
2020
$ 35,510
516

-
$ 36,026
Total

(
$ 2,470,352

9,078)
$ 2,461,274
Total

(
$ 2,153,337

12,906)
$ 2,140,431
Total

(
$

$


$ 35,510
516
-
$ 36,026
  • 15 -

12. INVENTORIES

NVENTORIES
Raw materials

Work in process
Finished goods
Commodities

March 31,
2021
$ 3,577

3,700
243
1,033,104

$ 1,040,624
December 31,
2020
$ 3,555

2,626
336
1,235,624

$ 1,242,141
March 31,
2020






$ 3,446
2,423
239
1,125,751
$ 1,131,859

Cost of goods sold for inventories amounted to $2,615,755 thousand and $2,295,936 thousand, respectively, for the three months ended March 31, 2021 and 2020. The cost of goods sold included reversals of inventory writedowns of $9,079 thousand and inventory write-downs of $7,997 thousand for the three months ended March 31, 2021 and 2020. The reversals of inventory write-downs were recognized by disposal of commodities which had been written down.

13. SUBSIDIARIES

  • (1) Subsidiaries included in the consolidated financial statements

The consolidated entities were as follows:

Investor Investee
Nature of
Activities
Manufacturing for
computer
equipment
Investment

Holding company
Services of cloud
& information
software
Services of
distribution of
information
product

Services of
Network
Technology
Proportion of Ownership (%) Proportion of Ownership (%) Proportion of Ownership (%) Re-mark
March
31,
2021
December
31,
2020
March
31,
2020

85.37%
100.00%
100.00%
70.00%
100.00%
70.00%
The Company

Zerone Win
Investment Co.,
Ltd.
Asiaone Holdings
Ltd.
Zotech Co., Ltd.
Zerone Win
Investment
Co., Ltd.
Asiaone
Holdings Ltd.
WingWill
International
Co., Ltd.
Petacom
Technology
Co., Ltd.
Techone
(Shanghai)
Co., Ltd.
85.37%
100.00%
100.00%
87.93%
100.00%
70.00%

85.37%
100.00%
100.00%

87.93%
100.00%

70.00%

A

A

A

A, B

A

A
  - A. These are not major subsidiaries. The financial statements have not been reviewed by CPAs. The management of the Group holds the view that there is not been any material impact given the fact that the financial statements of the above subsidiaries have not been reviewed by CPAs.

  - B. The shareholding ratio went up to 87.93% as a result of the Group’s participation in the cash capital increase in July 2020.
  • (2) Subsidiaries excluded from the consolidated financial statements: None.

  • INVESTMENT ACCOUNTED FOR USING THE EQUITY METHOD

Investments in Associates
Individual Insignificant Associate

TrustONE Security Inc.
March 31,
2021
$ 3,700
December 31,
2020

$ -
March 31,
2020


$ -
  • 16 -

Name of Associates
TrustONE Security Inc.
Percentage of Equity Holding and Voting Rig h ts Percentage of Equity Holding and Voting Rig h ts Percentage of Equity Holding and Voting Rig h ts
March 31,
2021
32%
December 31,
2020
-
March 31,
2020
-

The Group invested in TrustOne Security Inc. in February 2021, which engages mainly in the R&D, sale and service of information software, with the investment amount of $4,000 thousand, and share-holding ratio of 32%.

The investment was accounted for using the equity method and the share of profit or loss and other comprehensive income of the invested company was calculated on the basis of the financial statements that have not been reviewed by CPAs. The management of the Group holds the view that the calculations of the financial statements that were not reviewed by the CPAs have not resulted in any material impacts.

15. PROPERTY, PLANT AND EQUIPMENT

PROPERTY, PLANT AND EQUIPMENT
Land
Buildings
Machinery equipment
Office equipment
Delivery equipment
Other equipment
March 31,
2021
$ 234,892
54,248
194
8,947
860
7,135
$ 306,276
December 31,
2020
$ 234,892
54,703
-
9,246
982

8,544
$ 308,367
March 31,
2020






$ 234,892
56,064
-
9,468
1,352
9,998
$ 311,774

Except for depreciation recognized, property, plant and equipment of the Group were not significantly increased, disposed nor impaired for the three months ended March 31, 2021 and 2020.

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

Buildings 7-50 Years
Machinery equipment 3 Years
Office equipment 3-5 Years
Delivery equipment 5 Years
Other equipment 2-3 Years

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

16. LEASE ARRANGEMENTS

(1) Right-of-use assets

SE ARRANGEMENTS
ight-of-use assets
Carrying amounts of right-of-use assets
Buildings

Office equipment


Additions to right-of-use assets
Depreciation charge for right-of-use assets
Buildings
Office equipment
March 31,
2021
December 31,
2020
$ 16,634
$ 12,683
293

344
$ 16,927
$ 13,027
For the Three Months
Ended March 31,
2021
$ 6,226
$ 2,262

51
$ 2,313
December 31,
2020
March 31,
2020
$ 6,070

494
$ 6,564
For the Three Months
Ended March 31,
2020
March 31,
2020






$ -
$ 1,637
50
$ 1,687
  • 17 -

(2) Lease liabilities

(2) Lease liabilities (2) Lease liabilities (2) Lease liabilities (2) Lease liabilities
March 31,
2021
December 31,
2020
Carrying amounts of lease liabilities
Current
$ 9,510
$ 7,484
Non-current
$ 7,799
$ 5,607
Range of discount rate for lease liabilities was as follows:
March 31,
2021
December 31,
2020
Buildings
0.94%~4.75%
0.95%~4.75%
Office equipment
1.20%
1.20%
(3) Other lease information
For the Three Months
Ended March 31,
2021
Expenses relating to short-term leases
$ 111
Expenses relating to low-value asset leases
$ 12
Total cash (outflow) for leases
($ 2,171)
.SHORT-TERM LOANS
March 31,
2021
December 31,
2020
Guaranteed Loan
-Line of credit loans

$ -
$ -
December 31,
2020
March 31,
2020
$ 3,550
$ 3,065
March 31,
2020
1.20%
1.20%
For the Three Months
Ended March 31,
2020
March 31,
2020
$ 7,484
$ 5,607
December 31,
2020

$ 3,550
$ 3,065
March 31,
2020
$

(
$ 61
$ 16
$ 1,787)
March 31,
2020
$
$

$ - $ - $ 251,000

17. SHORT - TERM LOANS

Interest rate of bank revolving loans was 0.85%~1.00% on March 31, 2020.

18. OTHER PAYABLE

THER PAYABLE
Dividends Payable
Salaries and bonuses payable
Compensation of employees,
remuneration of directors and
supervisors payable
Others
March 31,
2021
$ 377,836
45,164
44,634
190,895
$ 658,529
December 31,
2020
$ -
91,256
35,420

119,706
$ 246,382
March 31,
2020






$ -
38,186
35,910
403,469
$ 477,565

19. RETIREMENT BENEFIT PLANS

For the three months ended March 31, 2021 and 2020, the pension expenses of defined benefit plans were $66 thousand and $104 thousand, respectively, and these were calculated based on the pension cost rate determined by the actuarial calculation on December 31, 2020 and 2019, respectively.

20. EQUITY

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

Shares issued and fully paid (in
thousands of shares)
Issued capital
March 31,
2021
150,000

$ 1,500,000

126,329

$ 1,263,292
December 31,
2020
150,000

$ 1,500,000

125,640

$ 1,256,402
March 31,
2020









150,000
$ 1,500,000
124,846
$ 1,248,462

The change in share capital is mainly due to the exercise of employee share options, and the issuance (recall) of employee restricted stock awards.

  • 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 share options
May not be used for any purpose
Restricted stock awards
Employees share options
March 31,
2021
$ 426,111
25,343
-
300
8,426
21,026
$ 481,206
December 31,
2020
$ 418,488
25,343
-
300
8,276

26,350
$ 478,757
March 31,
2020






$ 410,544
25,343
2,481
300
8,276
26,301
$ 473,245
  • A. Such capital surplus may be used to offset a deficit; in addition, when ZOTC has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of ZOTC’s capital surplus and once a year).

  • B. Such capital surplus arises from the effects of changes in ownership interests 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 ZOTC earns profits in a fiscal year, such profit shall first be set aside to pay applicable taxes, offset losses of previous years, then set aside 10% for legal reserve, and also set aside or reverse a special reserve in accordance with the laws and regulations. Should there be any remaining profits, those profits, plus the accumulated undistributed retained earnings from the previous year shall be used first by ZOTC’s board of directors as the basis for proposing a distribution plan of dividends for preferred shares for the same year, any further remaining unappropriated earnings after the distribution of dividends of preferred shares shall be distributed in accordance with the proposal submitted by the board of directors, for approval at the shareholders’ meeting. The distributable dividends and bonuses may be paid in cash after a supermajority resolution of the board of directors, which shall be submitted to the shareholders’ meeting. For the policies on the distribution of employees’ compensation and remuneration of directors and supervisors, refer to employees’ compensation and remuneration of directors in Note 21 (6).

ZOTC adopts a dividend distribution policy whereby only surplus profits of ZOTC shall be distributed to shareholders. Based on the Company’s future capital budget planning and the needs for working capital requirements, as well as taking account into the impact to the extent of the diluted earnings per share and return on equity, the ratio for cash dividends shall not be lower than 10% of the total shareholders’ dividends distributed for the same year.

The appropriation for legal capital reserve shall be made until the reserve equals the Company’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 Company incurs no loss.

The appropriations of earnings for 2020 and 2019 are as follows:

The appropriations of earnings for 2020 and 2019 are as follows:
Legal reserve

Reversal of special reserve

Cash dividends

Cash dividends per share (NT$)
For Fiscal
Year 2020
$ 44,100

$ -

$ 377,836

$ 3
For Fiscal
Year 2019




(

$ 35,131
$ 16,844)
$ 349,574
$ 2

The cash dividends listed above were approved by the board of directors on February 24, 2021 and February 26, 2020, respectively. The remaining appropriations of earnings for 2019 were approved by the shareholders’ meeting on June 10, 2020. The appropriations of earnings for 2020 are to be presented for approval in the shareholders’ meeting to be held on May 28, 2021 (expected).

  • 19 -

(4) Other equity

  • A. Exchange differences on translating the financial statements of foreign operations
For the Three Months
Ended March 31,
2021
Balance at January 1
$ 74
In respect of the current period
Exchange differences on
translating the financial
statements of foreign operations
(
67)
Balance at March 31
$ 7
nrealized gain/(loss) on financial assets at FVTOCI
For the Three Months
Ended March 31,
2021
Balance at January 1
$ 39,577
In respect of the current period
Unrealized gain (loss)-equity
instruments
64,399
Cumulative gain (loss) of equity instruments
transferred to retained earnings due to
disposal
(
19,398)
Balance at March 31
$ 84,578
For the Three Months
Ended March 31,
2020
For the Three Months
Ended March 31,
2020
$ -
(
170)
($ 170)
For the Three Months
Ended March 31,
2020

(

(
$ 17,865

21,930 )
-
$ 4,065)

B. Unrealized gain/(loss) on financial assets at FVTOCI

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 at January 1
Share-based payment expenses recognized
Balance at March 31
For the Three Months
Ended March 31,
2021
( $ 5,301 )

1,413
($ 3,888)
For the Three Months
Ended March 31,
2020
For the Three Months
Ended March 31,
2020
(

(
(

(
$ 10,389 )
1,272
$ 9,117)

21. NET INCOME

(1) Interest Income

Bank deposits
Financial assets at amortized cost
Others
her gains and losses
Net foreign exchange profit (loss)
Net gain (loss) arising on financial assets
measured at FVTPL
Gain on disposal of property, plant and
equipment
For the Three Months
Ended March 31,
2021
$ 43
978

3
$ 1,024
For the Three Months
Ended March 31,
2021
$ 10,197
2,296

-
$ 12,493
For the Three Months
Ended March 31,
2020
For the Three Months
Ended March 31,
2020
$ 618
6,308

1
$ 6,927
For the Three Months
Ended March 31,
2020


(
(

(
$ 2,960 )

3,604 )
40
$ 6,524)

(2) Other gains and losses

  • 20 -

(3) Finance costs

Interests on bank borrowings
Interests on lease liabilities
For the Three Months
Ended March 31,
2021
$ -

53
$ 53
For the Three Months
Ended March 31,
2020
For the Three Months
Ended March 31,
2020




$ 1,049
21
$ 1,070

(4) Depreciation & amortization

Property, plant and equipment
Right-of-use assets
Intangible assets
An analysis of depreciation by function
Operating expenses
An analysis of amortization by function
Operating expenses
For the Three Months
Ended March 31,
2021
$ 3,721
2,313

235
$ 6,269
$ 6,034
$ 235
For the Three Months
Ended March 31,
2020
For the Three Months
Ended March 31,
2020








$ 4,031
1,687
228
$ 5,946
$ 5,718
$ 228

(5) Employee benefits expense

Post-employment benefits
Defined contribution plans
Defined benefit plans (Note 19)
Share-based payment
Equity-settled
Other employee benefits
Total employee benefits expense
An analysis of employee benefits expense
by function
Operating costs
Operating expenses
For the Three Months
Ended March 31,
2021
$ 2,901

66

2,967

542

103,140
$ 106,649
$ 892

105,757
$ 106,649
For the Three Months
Ended March 31,
2020
$ 2,500

104

2,604

3,238

80,780
$ 86,622
$ 931

85,691
$ 86,622
For the Three Months
Ended March 31,
2020
$ 2,500

104

2,604

3,238

80,780
$ 86,622
$ 931

85,691
$ 86,622
$ 2,500

104

2,604

3,238

80,780
$ 86,622
$ 931

85,691
$ 86,622

(6) Compensation of employees and remuneration of directors

The Company shall allocate compensation of employees and remuneration of directors and supervisors at the range between 1%~15% and no more than 3% of annual profits during the period, respectively. The estimate of compensation of employees and remuneration of directors for the three months ended March 31, 2021 and 2020 is as follows:

Estimate Rate

Estimate Rate
Compensation of employees
Remuneration of directors
For the Three Months
Ended March 31,
2021
4.00%
2.00%
For the Three Months
Ended March 31,
2020
4.00%
2.00%
  • 21 -

Amount

Amount
Compensation of employees
Remuneration of directors
For the Three Months
Ended March 31,
2021
$ 6,143
$ 3,071
For the Three Months
Ended March 31,
2020


$ 5,021
$ 2,510

If there is a change in the amounts after the annual consolidated financial statements are authorized for issue, the differences are recorded as a change in the accounting estimate.

The compensation of employees and the remuneration of directors for the years ended December 31, 2020 and 2019, which were approved by the Company’s board of directors on February 24, 2021 and February 26, 2020, respectively, are as follows:

2019, which were approved by
0, respectively, are as follows:
the Company’s board of directors on February 24, 2021 and February 26, February 24, 2021 and February 26,
Compensation of employees

Remuneration of directors
2020
Cash
Stock
$ 23,613
$ -

11,807
-
2019
Cash Cash Stock
$ -
-
$ 23,613

11,807
$ 18,911
9,456

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, 2020 and 2019.

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

22. INCOME TAXES

  • (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
Deferred tax
In respect of the current period
Income tax expense recognized in profit or
loss
For the Three Months
Ended March 31,
2021
$ 29,562

648
$ 30,210
For the Three Months
Ended March 31,
2020
For the Three Months
Ended March 31,
2020



(
$ 28,497
3,799)
$ 24,698
  • (2) Income tax assessment

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

Company
The Company
Zotech Co., Ltd.
Zerone Win Investment Co., Ltd.
WingWill International Co., Ltd.
Petacom Technology Co., Ltd
Year of Assessment
2018
2019
2019
2019
2019
  • 22 -

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
Earnings used in the computation of basic and
diluted earnings per share
Shares
Weighted average number of ordinary shares
used in the computation of basic earnings per
share
Effect of potentially dilutive ordinary shares:
Compensation of employees
Employee share options
Restricted stock awards
Weighted average number of ordinary shares
outstanding used in the computation of
diluted earnings per share
For the Three Months
Ended March 31,
2021
$ 115,828
For the Three Months
Ended March 31,
2021
125,420
486
2,344

424

128,674
For the Three Months
Ended March 31,
2020
$ 92,869
For the Three Months
Ended March 31,
2020


124,025
572
1,973
378
126,948

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

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 subscribe for one thousand ordinary shares of the Company. The options granted are valid for 6 years and exercisable at certain percentages 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 capital surplus, the exercise price is adjusted accordingly.

Information on employee share options is as follows:

Employee share options
Balance at January 1
Options exercised

Options forfeited

Outstanding options, at March 31

Options exercisable, at March 31
For the Three Months Ended
March 31,
2021
Number of
Options (In
Thousands of
Units)
Weighted
Average
Exercise Price
(NT$)
4,468
$ 16.70
(
704 )
14.50

(
88)
17.82


3,676
17.10


1,818
For the Three Months Ended
March 31,
2020
For the Three Months Ended
March 31,
2020
Number of
Options (In
Thousands of
Units)
4,468

(
704 )
(
88)

3,676

1,818
Number of
Options (In
Thousands of
Units)
5,653

(
223 )

-

5,430

1,443
Weighted
Average
Exercise Price
(NT$)
(
(

(


$ 17.18

14.59
-
17.28
  • 23 -

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

March 31, 2021 December 31, 2020 December 31, 2020 March 31, 2020 March 31, 2020
Range of
Exercise
Price (NT$)
Weighted-
Over-Age
Remaining
Contractual
Life (Years)

Range of
Exercise
Price (NT$)
Weighted-
Over-Age
Remaining
Contractual
Life (Years)

Range of
Exercise
Price (NT$)
Weighted-
Over-Age
Remaining
Contractual
Life (Years)
$ 11.70 (Note)
13.40 (Note)
16.80 (Note)
18.40 (Note)
0.42
1.43
2.76
3.42
$ 11.70 (Note)
13.40 (Note)
16.80 (Note)
18.40 (Note)
0.67
1.68
3.01
3.67
$ 12.40 (Note)
14.20 (Note)
17.80 (Note)
19.50 (Note)
1.42
2.43
3.76
4.42

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

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

Securities price of the
vested date
Exercised price
Foreseeable volatility
rate
Duration
Foreseeable dividend rate
No risk rates
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%

The compensation cost (reversed) recognized were ($871) thousand and $1,966 thousand for the three months ended March 31, 2021 and 2020, 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.

  • 24 -

Compensation costs by issuance of restricted stock awards recognized were $1,413 thousand and $1,272 thousand for the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021 and for the same period in 2020, the unearned employee benefit totaled $3,888 thousand and $9,117 thousand, accounted for as the decrease in other equity.

25. CAPITAL RISK MANAGEMENT

The Group operates as a distributor of software, and has no plans to impose any large capital expenditures presently or in the future. The Group manages its capital to meet requirements of operating funds and dividend expenses, based on scale of the enterprise, and the growth and development of industry perspectives. The Group periodically reviews the policy of capital risk management which is in line with the principle of adopting 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. FINNANCIAL INSTRUMENTS

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

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

Financial Assets
Financial assets at amortized
cost
-Foreign corporate bonds
March 31,
2021
March 31,
2021
December 31,
2020
December 31,
2020
March 31,
2020
March 31,
2020
Carrying
Amount
Fair Value
Carrying
Amount
Fair Value Carrying
Amount
Fair Value
$ 57,173 $ 59,632 $ 44,061 $ 45,323 $ 64,085 $ 61,010

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

  • A. Fair value hierarchy

March 31, 2021

arch 31, 2021
Financial assets measured at FVTPL
Convertible bonds

Domestic listed shares
Fund beneficiary certificates

Total

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

-Domestic Unlisted shares

Total
Level 1 Level 2
$ -

-
-

$ -

$ -

-

$ -
Level 3
$ -

-
8,922

$ 8,922

$ 12,092

18,142

$ 30,234
Total





$ 14,721

16,255
479,097

$ 510,073

$ 348,885

-

$ 348,885















$ 14,721
16,255
488,019
$ 518,995
$ 360,977
18,142
$ 379,119
  • 25 -

December 31, 2020

December 31, 2020
Financial assets measured at FVTPL
Convertible bonds

Domestic listed shares
Fund beneficiary certificates

Total

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

-Domestic Unlisted shares

Total

March 31, 2020
Financial assets measured at FVTPL
Convertible bonds

Domestic listed shares
Fund beneficiary certificates

Total

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

-Domestic Unlisted shares

Total
Level 1
$ 15,966

16,188
355,581

$ 387,735

$ 309,281

-

$ 309,281

Level 1
$ 39,557

14,133
38,745

$ 92,435

$ 234,735

-

$ 234,735
Level 2
$ -

-
-

$ -

$ -

-

$ -

Level 2
$ -

-
-

$ -

$ -

-

$ -
Level 3
$ -

-
8,529

$ 8,529

$ 12,092

18,142

$ 30,234

Level 3
$ -

-
2,909

$ 2,909

$ 10,438

3,743

$ 14,181
Total




















$ 15,966
16,188
364,110
$ 396,264
$ 321,373
18,142
$ 339,515
Total




















$ 39,557
14,133
41,654
$ 95,344
$ 245,173
3,743
$ 248,916

There were no transfers between Level 1 and Level 2 for three months ended March 31, 2021 and 2020, respectively.

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

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

(3) Categories of financial instruments

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
Measured at amortized cost (Note 2)
March 31,
2021
$ 518,995

3,498,554

379,119
2,997,920
December 31,
2020
$ 396,264

3,098,473
339,515
2,492,646
March 31,
2020
$ 95,344
3,598,252
248,916
2,651,381

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.

  • 26 -

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 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 financial risk which the Group needs to manage as a result of operating activities is 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 the end of the reporting period for a 5% change in foreign currency rates. If interest rates had been 5 % higher/lower, the Group’s net profit for the three months ended March 31, 2021 and 2020 would increase/decrease by $34,194 thousand and $2,054 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:

Interest rate risks at fair value
-Financial assets

-Financial liabilities
Interest rate risks at cash flows
-Financial assets
March 31,
2021
$ 134,330

17,309
881,188
December 31,
2020
$ 206,574

13,091
739,139
March 31,
2020
$ 1,274,857
257,615
213,887

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 three months ended March 31, 2021 and 2020 would increase/ decrease by $1,101 thousand and $267 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.

  • 27 -

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 three months ended March 31, 2021 and 2020 would have increased/decreased by $25,950 thousand and $4,767 thousand, respectively, as a result of the changes in fair value of financial assets at FVTPL, and the other comprehensive income for the three months ended March 31, 2021 and 2020 would have increased/decreased by $18,956 thousand and $12,446 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 and financial guarantees 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 are reviewed and approved by the financial department regularly.

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

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

Trade receivable consisted of 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 42%, 33% and 43% of trade receivable, respectively, as of March 31, 2021, December 31, 2020 and March 31, 2020.

C. Liquidity risk

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

Liquidity & interest rate risk table

The table below summarizes the due analysis of the maturity profile of the Group’s non-derivative financial liabilities, enacted by contractual undiscounted payments of cash flow of financial liabilities, according to remaining contracts on the earliest date on which the Group may be required to pay, including principal and interest 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 nonderivative financial liabilities are listed at their contract repayment dates.

  • 28 -

March 31, 2021

March 31, 2021
Non-derivative financial liabilities
No Interest-bearing liabilities

Lease liabilities


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

Lease liabilities


March 31, 2020
Non-derivative financial liabilities
No Interest-bearing liabilities

Lease liabilities
Fixed rate instrument

Less than 1 Year
$ 2,997,120


9,684

$ 3,006,804

Less than 1 Year
$ 2,491,846


7,636

$ 2,499,482

Less than 1 Year
$ 2,399,210

3,603

251,194

$ 2,654,007
1-5 Years
$ -

7,899

$ 7,899

1-5 Years
$ -

5,192

$ 5,192

1-5 Years
$ -

3,083
-

$ 3,083
5+ Years




$ -
-
$ -
5+ Years




$ -
-
$ -
5+ Years






$ -
-
-
$ -

The operating funds of the Group are sufficient to meet the cash flow demand; if the demand exists, it shall be short-term. Therefore, 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 March 31, 2021, December 31, 2020 and March 31, 2020, the Group’s unused short-term credit of limit of the bank were $1,250,000 thousand, $1,250,000 thousand and $969,000 thousand, respectively.

27. RELATED PARTIES TRANSACTIONS

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

Compensation of key management personnel

ompensation of key management personnel
Short-term employee benefits For the Three Months
Ended March 31,
2021
$ 32,465
For the Three Months
Ended March 31,
2020
$ 28,915

Salaries of the board members and other key management personnel are determined by personal performance and economic market trend through the renumeration committee.

28. PLEDGED ASSETS

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

ported commodities:
Property, plant and equipment, Net
Pledged Time Deposits(Financial assets
at amortized cost-non-current)
March 31,
2021
$ 207,273
25,561
$ 232,834
December 31,
2020
$ 207,620

25,465
$ 233,085
March 31,
2020






$ 208,662
25,346
$ 234,008
  • 29 -

29. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

  • (1) As of March 31, 2021, the group opens NT$ 87,000 thousand of cashier order for payment guaranteed for Microsoft Taiwan Corporation.

  • (2) As of March 31, 2021, the group opens NT$ 50,000 thousand of cashier order for payment guaranteed for Microsoft Regional Sales Corporation.

30. ; FOREIGN - CURRENCY - DEMONINATED ASSETS AND LIABILITIES THAT HAVE

SIGNIFICANT INFLUENCE

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 exchange rates between foreign currencies and respective functional currencies were as follows:

March 31, 2021

Financial assets
Monetary items
USD


Financial liabilities
Monetary items
USD
December 31, 2020
Financial assets
Monetary items
USD


Financial liabilities

Monetary items

USD

March 31, 2020
Financial assets
Monetary items
USD


Financial liabilities
Monetary items
USD
Foreign
Currencies
$ 21,139

45,105

Foreign
Currencies
$ 12,526





41,312

Foreign
Currencies
$ 43,075

44,434
Exchange Rate
28.535 (USD:NTD)

28.535 (USD:NTD)

Exchange Rate
28.48 (USD:NTD)


28.48 (USD:NTD)

Exchange Rate
30.225 (USD:NTD)

30.225 (USD:NTD)
Carrying
Amount

$ 603,201
$ 1,287,071
Carrying
Amount

$ 356,740
$ 1,176,566
Carrying
Amount

$ 1,301,942
$ 1,343,018

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

Foreign currencies
USD
For the three months ended
March 31, 2021
Exchange rate
Net Foreign
exchange
gain (loss)
28.366 (USD:NTD)
$ 10,197
For the three months ended
March 31, 2021
Exchange rate
Net Foreign
exchange
gain (loss)
28.366 (USD:NTD)
$ 10,197
For the three months ended
March 31, 2020
For the three months ended
March 31, 2020
For the three months ended
March 31, 2020
Exchange rate
28.366 (USD:NTD)
Exchange rate
30.106 (USD:NTD)
Net Foreign
exchange
gain (loss)
($ 2,960)
  • 30 -

31. ADDITIONAL DISCLOSURES

  • (1) Information about significant transactions:

  • A. Financing provided to others (Table 1)

  • B. Endorsements/guarantees provided (None)

  • C. Marketable securities held (excluding investments in subsidiaries, associates 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 3)

  • (2) Information on investees: (Table 4)

  • (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 period, 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.

  • (i) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period.

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

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

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

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

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

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

  • 31 -

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 assessments. The department of the Group’s business division of brands distribution and others shall be reported.

(1) Segments revenue & operating results

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

gments:
For the three months ended
March 31, 2021
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 gains and losses
Finance costs
Share of loss of associates accounted
for using equity method
Net income before tax
For the three months ended
March 31, 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 gains and losses
Finance costs
Net income before tax
The
business
division of
brands
distribution
$ 2,847,769

-

$ 2,847,769

$ 168,001

$ 2,505,956

-

$ 2,505,956

$ 156,602
Other
$ 47,720

9,882

$ 57,602

$ 1,714

$ 25,851

5,525

$ 31,376

$ 5,095)
Internal write-
off
$ -
(
9,882)

($ 9,882)


$ -





$ -
(
5,525)

($ 5,525)


$ -




Total














(

(
(


(
(
$ 2,895,489

-

2,895,489
$ 2,895,489
$ 169,715
(
37,716 )
1,024
378
12,493
(
53 )
(
300 )
$ 145,541
$ 2,531,807

-

2,531,807
$ 2,531,807
$ 151,507
(
34,491 )
6,927
58
(
6,524 )
(
1,070 )
$ 116,407

Segment profit represents the profit before tax earned by each segment without allocation of central administration costs and directors’ salaries, share of profit or loss of associates, lease 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 instruments, 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.

  • 32 -

(2) Total segment assets and liabilities

The assets and liabilities of the Group haven’t been provided to the operating decision maker, hence valuation number of assets and liabilities shall not be disclosed.

(3) Revenue from major products and services

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

IT Infrastructure
Network & Information Security
Cloud Platform & Application
Big Data & Application
Other
For the three months
ended March 31,
2021
$ 1,034,650
1,258,842
450,738
150,769

490
$ 2,895,489
For the three months
ended March 31,
2020
For the three months
ended March 31,
2020




$ 745,404
1,181,875
503,506
100,601
421
$ 2,531,807
  • 33 -

ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES

FINANCING PROVIDED TO OTHERS FOR THE THREE MONTHS ENDED MARCH 31, 2021 Table 1

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

No. Lender Borrower Financial
Statement
Account
Related
Party

Maximum
Balance for the
Period (Note 2)
Ending Balance Amount
Actually Drawn
Interest
Rate
Nature for
Financing
(Note 3)
Transaction
Amounts
Reason for
Short-term
Financing
Allowance for
Bad Debt
Collateral Collateral Financing Limit
for Each
Borrower
(Note 4)
Aggregate
Financing Limit
(Note 5)
Note
Item Value
0
0
ZOTC
ZOTC
Zerone Win
Investment
Co., Ltd.
WinWill
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
$ -
-

$ -
-
$ 247,035

247,035
$ 494,069

494,069

Note 1:The number column is organized as follows:

(1)Number 0 represents the issuer.

(2)The investee companies are 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 financing limit for each borrower shall not exceed 10% of the lender’s net worth as stated in its latest financial statement audited or reviewed by CPAs. Note 5:Aggregate financing limit shall not exceed 20% of the lender’s net worth as stated in its latest financial statement audited or reviewed by CPAs.

  • 34 -

ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES

MARKETABLE SECURITIES HELD MARCH 31, 2021 Table 2

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 March 31, 2021 Note
Number of Shares Carrying Amount Percentage of
Ownership
(%)

Fair Value
ZOTC Beneficiary certificates
Taishin 1699 Money Market Fund
Jih Sun Money Market Fund
FSITC Money Market
FSITC Taiwan Money Market
Prudential Financial Money Market Fund
KGI Kaefer Fund
KGI Taiwan Multi-Asset Income Fund
KGI Taiwan Select-Asset Income Fund
Corporate bond
Tong Ming Enterprise Co., Ltd.-1st
domestic unsecured convertible
corporate bonds
Quang Viet Enterprise Co., Ltd.-1st
convertible corporate bonds
M.J. International Co. Ltd.-1st
convertible corporate bonds
Rossmax International Ltd.-2nd
convertible corporate bonds
Jentech Precision Industrial Co. Ltd.-3rd
convertible corporate bonds
Mercuries & Associates Holding, Ltd.-
1stconvertible corporate bonds













Financial assets at FVTPL -
current
Financial assets at FVTPL -
current
Financial assets at FVTPL -
current
Financial assets at FVTPL -
current
Financial assets at FVTPL -
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
10,993,924
10,034,989
166,708
6,474,839
1,880,394
170,199
1,198,020
500,325
10 (Units)
30 (Units)
20 (Units)
20 (Units)
25 (Units)
30 (Units)
$ 150,126
150,141
30,002
100,004
30,023
3,556
12,615
5,366
1,022
3,207
2,084
2,230
2,863
3,315
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$ 150,126
150,141
30,002
100,004
30,023
3,556
12,615
5,366
1,022
3,207
2,084
2,230
2,863
3,315

(Continued)

  • 35 -
Holding
Company
Name
Type and Name of Marketable Securities
(Note 1)
Relationship with
the Holding
Company
Financial Statement Account March 31, 2021 Note
Number of Shares Carrying Amount Percentage of
Ownership
(%)

Fair Value
ZOTC Barclays Bank Corporate Bond (USD)
Prudential plc. Corporate Bond (USD)
AT&T Corporate Bond (USD)
Securities
Actron Technology Corp.
Cathay Financial Holdings Preferred
Shares A
Union Bank of Taiwan Preferred Shares
A
K Way Information Corp.
China Electric Mfg. Corp.
Asix Electronics Corp.
Promaster Technology Corp.
Unex Technology Corp.
Da-Chang Start-Up Investment Co. Ltd.
Cathay Financial Holding Co., Ltd.
Preferred Shares A
Union Bank of Taiwan Preferred Shares
A
Fubon Financial Holding Co., Ltd.
Preferred Shares B
Taishin Financial Holding Co., Ltd.
Preferred Shares E
CTBC Financial Holding Co., Ltd.
Preferred Shares B
Cathay Financial Holding Co., Ltd.
Preferred Shares B





Director of
ZOTC









Financial assets at amortized cost
-non-current
Financial assets at amortized cost
-non-current
Financial assets at amortized cost
-non-current
Financial assets at FVTPL -
current
Financial assets at FVTPL-non-
current
Financial assets at FVTPL-non-
current
Financial assets at FVTOCI-
non-current
Financial assets at FVTOCI-
non-current
Financial assets at FVTOCI-
non-current
Financial assets at FVTOCI-
non-current
Financial assets at FVTOCI-
non-current
Financial assets at FVTOCI-
non-current
Financial assets at FVTOCI-
non-current
Financial assets at FVTOCI-
non-current
Financial assets at FVTOCI-
non-current
Financial assets at FVTOCI-
non-current
Financial assets at FVTOCI-
non-current
Financial assets at FVTOCI-
non-current
5(Units)
10(Units)
5(Units)
15,000
166,000
80,000
525,000
2,689,200
15,066
1,157,137
175,000
1,500,000
134,000
70,000
400,000
240,000
90,000
230,000
$ 14,904
29,142
13,127
1,740
10,259
4,256
19,714
34,421
3,028
12,092
3,231
14,911
8,281
3,724
24,880
12,744
5,715
14,329
-
-
-
-
-
-
1.71
0.83
0.02
2.72
1.68
2.73
-
-
-
-
-
-
$ 16,346
30,307
12,979
1,740
10,259
4,256
19,714
34,421
3,028
12,092
3,231
14,911
8,281
3,724
24,880
12,744
5,715
14,329

(Continued)

  • 36 -
Holding
Company
Name
Type and Name of Marketable Securities
(Note 1)
Relationship with
the Holding
Company
Financial Statement Account March 31, 2021 Note
Number of Shares Carrying Amount Percentage of
Ownership
(%)

Fair Value
ZOTC
Zerone Win
Investment
Co., Ltd.
Petacom
Technology
Co., Ltd.
Zotech Co., Ltd.
Kwong Lung Enterprise Co., Ltd.
Preferred Shares A
WPG Holdings Limited Preferred Shares
A
United Orthopedic Corporation Preferred
Shares A
QST International Corporation Preferred
Shares A
Chailease Holding Company Limited
Class A Preferred Shares
Miiicasa Holdings (Cayman) Inc.
Duofu Co., Ltd.
Jotangi Technology Co., Ltd.
Securities
WPG Holdings Limited Preferred Shares
A
Shin Kong Financial Holding Co., Ltd.
Preferred Shares A
Chailease Holding Company Limited
Class A Preferred Shares
Tatung System Technologies Inc.
LEO Systems, Inc.
GrandTech C.G. Systems Inc.
Beneficiary certificates
Taishin 1699 Money Market Fund
Securities
WPG Holdings Limited Preferred Shares
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 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
70,000
1,700,000
20,000
15,000
453,000
200,000
$ 13,851
35,420
9,980
6,915
30,000
-
-
-
12,144
2,173
7,000
93,160
481
805
6,186
10,120
-
-
-
-
-
3.45
0.22
9.32
-
-
-
1.92
0.02
0.03
-
-
$ 13,851
35,420
9,980
6,915
30,000
-
-
-
12,144
2,173
7,000
93,160
481
805
6,186
10,120

(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 4.

  • 37 -

ZERO ONE TECHNOLOGY CO., LTD.AND SUBSIDIARIES

INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR THE THREE MONTHS ENDED MARCH 31, 2021 Table 3

Table 3
(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
% of Total Sales or Assets
(Note 3)
0 ZOTC WingWill International Co., Ltd. 1 Sales revenue
Trade receivables
$ 6,699
5,268
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:Three types of relationship between parties are numbered as follows:

  4. Parent to subsidiary.

  5. Subsidiary to parent.

3. Between subsidiaries.

Note 3:Percentage of transaction amounts to consolidated operating revenues or consolidated total assets: If the account is a balance sheet account, it shall be calculated by dividing the ending balance into consolidated total assets; if the account is an income statement account, it shall be calculated by dividing the cumulative balance into consolidated operating revenues. Note 4:Only the related parties’ transactions over 5,000 thousand are disclosed.

Note 5:The terms of transactions with intercompany partners are similar to non-related parties.

  • 38 -

ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES

INFORMATION ON INVESTEES FOR THE THREE MONTHS ENDED MARCH 31, 2021 Table 4

Table 4
(In Thousands of New Taiwan Dollars)
Investor Investee Location Main Businesses Original Investment Amount As of March 31,2021 Net Income
(Loss) of the
Investee
Share of Profit
(Loss)
Note
March 31,
2021
December 31,
2020
Number of
Shares
% Carrying Amount
ZOTC
ZeroneWin
Investment
Co., Ltd.
Zotech Co., Ltd.
ZeroneWin
Investment
Co., Ltd.
Asiaone
Holdings
Ltd.
WingWill
International
Co., Ltd.
Petacom
Technology
Co., Ltd.
TrustOne
Security Inc.
Taipei City
Taipei City
Republic of
Seychelles
Taipei City
Taipei City
Taipei City
Services of
telecommunication
apparatus
Investment
Holding company
Services of cloud
information
software
Services of
distribution of
information
product
R&D, sale and
service of
information
software

$ 35,000
149,000
10,063
25,500
50,000
4,000
$ 35,000

149,000

10,063

25,500

50,000

-
3,500,000
14,900,000
320,000
25,500,000
50,000,000
4,000,000
85.37
100.00
100.00
87.93
100.00
32.00
$ 42,527

201,232

9,252

3,869

41,961

3,700
( $ 810 )
(
8,018 )
(
206 )
(
2,402 )
(
5,590 )
(
938 )
( $ 691 )
(
8,018 )
(
206 )
(
2,112 )
(
5,590 )
(
300 )
Subsidiary
Subsidiary
Subsidiary
Sub-
subsidiary
Sub-
subsidiary
Associate

Note: Please refer to Table 5 for information on investment in mainland China.

  • 39 -

ZERO ONE TECHNOLOGY CO., LTD.

INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE THREE MONTHS ENDED MARCH 31, 2021

Table 5

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, 2021
Remittance of
Funds
Accumulated
Outward
Remittance for
Investment from
Taiwan as of
March 31, 2021

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


Investment
Gain (Loss)
(Note 2)

Carrying
Amount as
of March 31,
2021

Accumulated
Repatriation
of Investment
Income as of
March 31,
2021
Note

Outward
Inward
Techone
(Shanghai)
Co., Ltd.
Services of
Network
Technology
$ 13,032
( RMB
3,000 )

(Note 1)
$ 9,118 $ - $ - $ 9,118 ( $ 295 )
70%
( $ 206 )
$ 8,890
$ -
Accumulated Outward Remittance for
Investments in Mainland China as of
March 31, 2021

Investment Amount Authorized by
the Investment Commission, MOEA
Upper Limit on the Amount of
Investments Stipulated by the
Investment Commission, MOEA
(Note 3)
$ 9,118 $ 9,118 $ 1,482,208

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 March 31, 2021.

Note 3:Determined by sixty percent (60%) of the Company’s net worth, reviewed by CPAs on March 31, 2021 (2,470,346×60%=1,482,208).

Note 4:For foreign currency conversion, gain (loss) are converted by the average exchange rate in 2021 Q1. Other amounts are converted into New Taiwan Dollars by the exchange rate on March 31, 2021.

  • 40 -

ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES

INFORMATION ON MAJOR SHAREHOLDERS MARCH 31, 2021

Table 6

Shareholders Shares Shares
Number of Shares Ownership
Percentage
Chia Hsin Lin
Ceres Investment Co.,Ltd.
9,506,594
9,338,292
7.52%
7.39%

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

  • 41 -