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ZERO ONE Interim / Quarterly Report 2021

Dec 31, 2021

52262_rns_2021-12-31_c9a496a2-9478-4007-8197-f5a932beb80d.pdf

Interim / Quarterly Report

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Code 3029

ZERO ONE TECHNOLOGY CO., LTD.

AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS FOR THE

NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020 AND INDEPENDENT AUDITORS’ REVIEW REPORT

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

  • 1 -

§TABLE OF CONTENTS§

Contents
Page No.
1Cover
1
2Table of Contents
2
3Independent Auditors’ Review Report
3
4Consolidated Balance Sheets
4
5Consolidated Statements of Comprehensive Income
5
6Consolidated Statements of Changes in Equity
6
7Consolidated Statements of Cash Flows
78
8Notes to Consolidated Financial Statements
(1) General
9
(2) The date and procedures of authorization of financial
statements
9
(3) Application of new and revised standards and
interpretations
910
(4) Summary of significant accounting policies
1011
(5) Critical Accounting judgements and key sources of
estimation and uncertainty
11
(6) Explanation of significant accounts
1129
(7) Transactions with related parties
29
(8) Assets pledged as collateral
29
(9) Significant contingent liabilities and unrecognized
commitments
29
(10)Significant assets and liabilities denominated in
foreign currencies
2930
(11)Separately disclosed items
A. Information on significant transactions
303337
B. Information on investees
3138
C. Information on investment in Mainland China
3139
D. Information of major shareholders
3140
(12)Segment information
3132
Financial
Report’s
Note No.
-
-
-
-
-
-
-
1
2
3
4
5
626
27
28
29
30
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 September 30, 2021 and 2020 and the related consolidated statements of comprehensive income for the three months ended September 30, 2021 and 2020 and for the nine months ended September 30, 2021 and 2020, the consolidated statements of changes in equity and cash flows for the nine months then ended September 30, 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 September 30, 2021 and 2020, its consolidated financial performance for the three months ended September 30, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the nine months ended September 30, 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.

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 November 3, 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.

  • 3 -

ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Note 6)

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

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

Unappropriated earnings

Total retained earnings

Other equity

Total equity attributable to owners of the Company


NON-CONTROLLING INTERESTS


Total equity


TOTAL
September 30, 2021
(Reviewed)
Amount
%

$ 936,120
14

23,937
-

234,206
3

570,911
8

2,669,091
39

831
-

1,630,222
24


16,148

-

6,081,466
88



36,533
1

348,371
5

51,112
1

13,627
-

310,081
4

13,585
-

2,331
-

44,611
1

8,711
-


-

-


828,962
12


$ 6,910,428
100






$ 450,000
6

3,029,985
44

337,179
5

65,592
1

7,925
-


243,224

4

4,133,905
60



410
-

6,055
-

19,663
-


800

-


26,928

-


4,160,833
60



1,268,742
18


485,485

7


263,963
4


690,845
10


954,808
14


29,645

1

2,738,680
40



10,915

-


2,749,595
40


$ 6,910,428
100
September 30, 2021
(Reviewed)
Amount
%

$ 936,120
14

23,937
-

234,206
3

570,911
8

2,669,091
39

831
-

1,630,222
24


16,148

-

6,081,466
88



36,533
1

348,371
5

51,112
1

13,627
-

310,081
4

13,585
-

2,331
-

44,611
1

8,711
-


-

-


828,962
12


$ 6,910,428
100






$ 450,000
6

3,029,985
44

337,179
5

65,592
1

7,925
-


243,224

4

4,133,905
60



410
-

6,055
-

19,663
-


800

-


26,928

-


4,160,833
60



1,268,742
18


485,485

7


263,963
4


690,845
10


954,808
14


29,645

1

2,738,680
40



10,915

-


2,749,595
40


$ 6,910,428
100
September 30, 2021
(Reviewed)
Amount
%

$ 936,120
14

23,937
-

234,206
3

570,911
8

2,669,091
39

831
-

1,630,222
24


16,148

-

6,081,466
88



36,533
1

348,371
5

51,112
1

13,627
-

310,081
4

13,585
-

2,331
-

44,611
1

8,711
-


-

-


828,962
12


$ 6,910,428
100






$ 450,000
6

3,029,985
44

337,179
5

65,592
1

7,925
-


243,224

4

4,133,905
60



410
-

6,055
-

19,663
-


800

-


26,928

-


4,160,833
60



1,268,742
18


485,485

7


263,963
4


690,845
10


954,808
14


29,645

1

2,738,680
40



10,915

-


2,749,595
40


$ 6,910,428
100
December 31, 2020
(Audited)
Amount
%
September 30, 2020
(Reviewed)
September 30, 2020
(Reviewed)
September 30, 2020
(Reviewed)
Amount
$ 936,120

23,937
234,206
570,911
2,669,091

831
1,630,222


16,148

6,081,466

36,533
348,371
51,112
13,627
310,081
13,585
2,331
44,611
8,711

-


828,962

$ 6,910,428

$ 450,000
3,029,985

337,179
65,592
7,925

243,224

4,133,905

410
6,055
19,663

800


26,928

4,160,833

1,268,742


485,485

263,963

690,845


954,808


29,645

2,738,680


10,915

2,749,595

$ 6,910,428
Amount
$ 399,898
40,107
540,973

185,379
1,865,612

829
918,165


31,150

3,982,113

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

10,000


816,941

$ 4,799,054

$ -
1,787,415

184,459
37,511
7,444

205,994

2,222,823

57
7,492
20,863

800


29,212

2,252,035


1,252,722


476,039

219,863

576,421


796,284


10,388

2,535,433


11,586

2,547,019

$ 4,799,054
%




















































































14
-
3
8
39
-
24

-
88
1
5
1
-
4
-
-
1
-

-
12
100
6
44
5
1
-

4
60
-
-
-

-

-
60
18

7
4
10
14

1
40

-
40
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
















































8
1
11
4
39
-
19

1
83
1
7
2
-
6
-
-
1
-

-
17
100
-
37
4
1
-

4
46
-
-
1

-

1
47

26
10
5
12
17

-
53

-
53
100

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

  • 4 -

ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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

OPERATING REVENUES

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
Net gain (loss) on derecognition of financial assets at
amortized cost (Note 9)
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 (Notes 4 and 22)

NET PROFIT

OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to profit
or loss:
Unrealized gain (loss) on investments in equity
instruments designated as at fair value through other
comprehensive income
;Items that may be reclassified subsequently to profit or
loss:
Exchange differences on translating the financial
statements of foreign operations
Income tax relating to items that may be reclassified
subsequently to profit or loss
Other comprehensive income (loss) for the period, net
of income tax
TOTAL COMPREHENSIVE INCOME (LOSS) FOR
THE PERIOD
NET PROFIT (LOSS) ATTRIBUTED TO:
Owners of the Company

Non-controlling interests



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

Non-controlling interests


EARNINGS PER SHARE (Note 23)
Basic

Diluted
For the Three Months Ended September 30
2021
2020
Amount

Amount

$ 4,272,343
100
$ 2,467,016
100

3,912,151
91

2,206,966
89

360,192

9

260,050
11

113,762
3
98,387
4
38,429
1
34,752
2
3,656
-
2,056
-
1,269

-

942

-

157,116

4

136,137

6

203,076

5

123,913

5

988
-
3,193
-
13,092
-
7,290
-
3,154
-
7,472
1
2,692
-
-
-

775 )
-
(
471 )
-

770)

-

-

-

18,381

-

17,484

1

221,457
5
141,397
6
42,253

1

26,765

1

179,204

4

114,632

5

1,114
-
(
11,565 ) (
1 )

15 )
-
207
-

-

-
(
60)

-

1,099

-
(
11,418)
(
1)

$ 180,303

4
$ 103,214

4

$ 179,571
4
$ 115,138
5

367)

-
(
506)

-

$ 179,204

4
$ 114,632

5


$ 180,706
4
$ 103,661
4

403)

-
(
447)

-

$ 180,303

4
$ 103,214

4

$ 1.42
$ 0.92

$ 1.39
$ 0.90
For the Three Months Ended September 30
2021
2020
Amount

Amount

$ 4,272,343
100
$ 2,467,016
100

3,912,151
91

2,206,966
89

360,192

9

260,050
11

113,762
3
98,387
4
38,429
1
34,752
2
3,656
-
2,056
-
1,269

-

942

-

157,116

4

136,137

6

203,076

5

123,913

5

988
-
3,193
-
13,092
-
7,290
-
3,154
-
7,472
1
2,692
-
-
-

775 )
-
(
471 )
-

770)

-

-

-

18,381

-

17,484

1

221,457
5
141,397
6
42,253

1

26,765

1

179,204

4

114,632

5

1,114
-
(
11,565 ) (
1 )

15 )
-
207
-

-

-
(
60)

-

1,099

-
(
11,418)
(
1)

$ 180,303

4
$ 103,214

4

$ 179,571
4
$ 115,138
5

367)

-
(
506)

-

$ 179,204

4
$ 114,632

5


$ 180,706
4
$ 103,661
4

403)

-
(
447)

-

$ 180,303

4
$ 103,214

4

$ 1.42
$ 0.92

$ 1.39
$ 0.90
For the Three Months Ended September 30
2021
2020
Amount

Amount

$ 4,272,343
100
$ 2,467,016
100

3,912,151
91

2,206,966
89

360,192

9

260,050
11

113,762
3
98,387
4
38,429
1
34,752
2
3,656
-
2,056
-
1,269

-

942

-

157,116

4

136,137

6

203,076

5

123,913

5

988
-
3,193
-
13,092
-
7,290
-
3,154
-
7,472
1
2,692
-
-
-

775 )
-
(
471 )
-

770)

-

-

-

18,381

-

17,484

1

221,457
5
141,397
6
42,253

1

26,765

1

179,204

4

114,632

5

1,114
-
(
11,565 ) (
1 )

15 )
-
207
-

-

-
(
60)

-

1,099

-
(
11,418)
(
1)

$ 180,303

4
$ 103,214

4

$ 179,571
4
$ 115,138
5

367)

-
(
506)

-

$ 179,204

4
$ 114,632

5


$ 180,706
4
$ 103,661
4

403)

-
(
447)

-

$ 180,303

4
$ 103,214

4

$ 1.42
$ 0.92

$ 1.39
$ 0.90
For the Three Months Ended September 30
2021
2020
Amount

Amount

$ 4,272,343
100
$ 2,467,016
100

3,912,151
91

2,206,966
89

360,192

9

260,050
11

113,762
3
98,387
4
38,429
1
34,752
2
3,656
-
2,056
-
1,269

-

942

-

157,116

4

136,137

6

203,076

5

123,913

5

988
-
3,193
-
13,092
-
7,290
-
3,154
-
7,472
1
2,692
-
-
-

775 )
-
(
471 )
-

770)

-

-

-

18,381

-

17,484

1

221,457
5
141,397
6
42,253

1

26,765

1

179,204

4

114,632

5

1,114
-
(
11,565 ) (
1 )

15 )
-
207
-

-

-
(
60)

-

1,099

-
(
11,418)
(
1)

$ 180,303

4
$ 103,214

4

$ 179,571
4
$ 115,138
5

367)

-
(
506)

-

$ 179,204

4
$ 114,632

5


$ 180,706
4
$ 103,661
4

403)

-
(
447)

-

$ 180,303

4
$ 103,214

4

$ 1.42
$ 0.92

$ 1.39
$ 0.90
For the Nine Months Ended September For the Nine Months Ended September For the Nine Months Ended September For the Nine Months Ended September 30
2021
100

91


9

3
1
-

-


4


5

-
-
-
-

-


-


-

5

1


4

-


-

-


-


4

4


-


4

4


-


4


2020 2021
100
90

10

4
1
-

-


5


5

-
-
-
-

-

-


-

5

1


4

-

-

-


-


4

4

-


4

4

-


4


2020
Amount
$ 4,272,343

3,912,151

360,192

113,762
38,429
3,656
1,269

157,116

203,076

988
13,092
3,154
2,692

775 )
770)

18,381

221,457
42,253

179,204

1,114

15 )
-

1,099

$ 180,303

$ 179,571
367)

$ 179,204


$ 180,706
403)

$ 180,303

$ 1.42
$ 1.39
Amount
$ 2,467,016

2,206,966

260,050

98,387
34,752
2,056
942

136,137

123,913

3,193
7,290
7,472
-

471 )
-

17,484

141,397
26,765

114,632


11,565 )
207
60)

11,418)

$ 103,214

$ 115,138
506)

$ 114,632

$ 103,661
447)

$ 103,214

$ 0.92
$ 0.90
Amount
$ 9,840,049

8,915,505

924,544

336,854
113,893
6,851
1,820)

455,778

468,766

3,597
16,204
26,745
2,692

889 )
1,873)

46,476

515,242
104,181

411,061


25,263

229 )
-

25,034

$ 436,095

$ 412,200
1,139)

$ 411,061

$ 437,322
1,227)

$ 436,095

$ 3.28
$ 3.19
Amount
$ 7,598,541

6,800,124

798,417


275,558

107,562

4,789
1,794

389,703

408,714


15,368

13,353

2,944

-

2,068 )
-

29,597


438,311
90,014

348,297


1,092 )

221 )
-

1,313)

$ 346,984

$ 349,978
1,681)

$ 348,297

$ 348,781
1,797)

$ 346,984

$ 2.82
$ 2.73






(
(



(




(



(








(




(
(
(


(


(





(


(
(




(




(


(















(





(
(

(


(


(


100
90
10
4
1
-

-

5

5
1
-
-
-

-

-

1
6

1

5

-

-

-

-

5
5

-

5
5

-

5

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

.

  • 5 -

ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the nine months ended September 30, 2021 and 2020

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

BALANCE, JANUARY 1, 2020


Appropriation of the 2019 earnings

Legal reserve

Special reserve

Cash dividends - NT $2.0 per share


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


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

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

Changes in percentage of ownership interests in subsidiaries


Share based payment transaction – employee restricted stock


Share based payment transaction - employee stock option


Cancellation of employee restricted stock


Issuance of ordinary shares under employee share options


Cash dividends distributed by subsidiaries


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

Non-controlling interests


BALANCE, SEPTEMBER 30, 2020


BALANCE, JANUARY 1, 2021


Appropriation of the 2020 earnings

Legal reserve

Cash dividends - NT $3.0 per share


Net profit (loss) for the nine months ended September 30, 2021


Other comprehensive income (loss) for the nine months ended
September 30, 2021, net of income tax

Total comprehensive income (loss) for the nine months ended
September 30, 2021, net of income tax

Share based payment transaction – employee restricted stock


Share based payment transaction - employee stock option


Cancellation of employee restricted stock


Issuance of ordinary shares under employee share options


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

BALANCE, SEPTEMBER 30, 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

-
-

249,574 )
349,978


1,197)

348,781


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


-
-

$ 2,535,433

$ 2,657,270

-

377,836 )
412,200

25,122

437,322

2,856
683
-
18,385
-

$ 2,738,680
Non-
controlling
Interests
$ 5,885
-
-

-

1,681 )

116)


1,797)


3,199
-
-
-
-

108 )
-
4,407

$ 11,586

$ 12,142
-

-

1,139 )

88)


1,227)

-
-
-
-
-

$ 10,915
Total Equity Total Equity
Share Capital
Shares
(In Thousand)
Issued Capital

124,635
$ 1,246,352




-
-

-
-

-
-


-
-


-

-



-

-



-
-



-
-


-
-

(
12 ) (
120 )


649
6,490


-
-

-
-


-

-



125,272
$ 1,252,722



125,640
$ 1,256,402




-
-

-
-


-
-


-

-



-

-



-
-


-
-

(
15 ) (
150 )


1,249
12,490


-

-



126,874
$ 1,268,742
Capital Surplus
$ 470,136

-
-
-
-

-


-

(
2,481 )
-
5,413

120
2,851
-
-

-

$ 476,039

$ 478,757

-
-
-

-


-

-
683

150
5,895

-

$ 485,485
Retained Earnings Total
$ 696,340


-
-

249,574 )
349,978
-

349,978


718 )
-
-
-
-
-
258
-

$ 796,284

$ 887,761


-

377,836 )
412,200
-

412,200

-
-
-
-
32,683

$ 954,808
Other Equity Total
$ 7,476

-
-
-

-

1,197)


1,197)

-

4,367
-
-
-
-

258 )
-

$ 10,388

$ 34,350

-
-

-
25,122

25,122

2,856
-
-
-

32,683)

$ 29,645
Exchange
differences on
translating the
financial
statements of
foreign
operations
$ -

-
-

-
-
(
155)

(
155)


-
-
-
-
-
-
-


-

($ 155)

$ 74

-

-
-
(
161)

(
161)

-
-
-
-

-

($ 87)
Unrealized gain
(loss) on
Financial Assets
at FVTOCI
$ 17,865

-
-
-
-
(
1,042)

(
1,042)

-
-
-
-
-
-
(
258 )

-

$ 16,565

$ 39,577

-
-
-

25,283


25,283

-
-
-
-
(
32,683)

$ 32,177
Unearned
Employee
benefits
$ 10,389 )
-
-
-
-
-

-

-
4,367
-
-
-
-

-

-

$ 6,022)

$ 5,301 )
-
-
-
-

-

2,856
-
-
-
-

$ 2,445)
Shares
(In Thousand)


124,635




-

-

-


-


-



-



-


-


-

(
12 )


649


-

-


-



125,272



125,640




-

-


-


-



-



-


-

(
15 )


1,249


-



126,874
Legal Reserve

$ 184,732

35,131
-

-
-

-


-


-
-
-
-
-
-
-

-

$ 219,863

$ 219,863

44,100
-
-

-


-

-
-
-
-

-

$ 263,963
Special Reserve
$ 16,844

-

(
16,844 )
-

-

-


-

-

-
-
-
-
-
-

-

$ -

$ -

-

-

-

-


-

-
-
-
-

-

$ -
Unappropriated
Earnings
$ 494,764

(
35,131 )

16,844
(
249,574 )
349,978

-


349,978

(
718 )
-
-
-
-
-
258

-

$ 576,421

$ 667,898

(
44,100 )
(
377,836 )
412,200

-


412,200

-
-
-
-

32,683

$ 690,845



















(


























(








(





(




(



















(









(

(


(



(
(





(


(




(





(
(


(


(
(

(

(
(
(





(
(




(
(



(

(
(
(





(

(
(

(




(





(
(
(

(




(
(
(




(

(






(





(








$ 2,426,189

-

-

249,574 )

348,297

1,313)
346,984

-

4,367

5,413

-

9,341

108 )

-
4,407
$ 2,547,019
$ 2,669,412

-

377,836 )

411,061
25,034
436,095

2,856

683

-

18,385
-
$ 2,749,595

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

  • 6 -

ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Reviewed, Not Audited)

(In Thousands of New Taiwan Dollars)

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Reviewed, Not Audited)
(In Thousands of New Taiwan Dollars)
CASH FLOWS FROM OPERATING ACTIVITIES

Income before income tax

Adjustments for:

Depreciation expenses

Amortization expenses

Expected credit loss (reversed) recognized on trade receivables
Net gain on fair value change of financial assets and liabilities
at fair value through profit or loss

Finance costs

Net gain on derecognition of financial assets at amortized cost

Interest income

Dividend income

Costs of share-based payment

Share of loss of associates accounted for using equity method

Gain on disposal of investments accounted for using equity
method

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

Net cash generated from operating activities
For the Nine Months Ended
September 30
2021
$ 515,242
17,987
901

1,820 )

5,470 )
889

2,692 )

3,597 )

11,700 )
3,539
1,873
-
41,907
6,763
341,264

340,421 )

754,020 )

440,128 )
14,463
780,695
91,608
27,360
1,319)
283,324
104,877)
178,447
2020







(

(


(

(

(








(

(

(





(


(







(



(

(



(





(



(

(

(

(
$ 438,311
17,268
606
1,794

2,008 )
2,068
-

15,368 )

10,911 )
9,780
-

275 )
2,933
885
22,629
93,749

113,347 )
396,752
3,637

242,470 )

195,560 )
62,922
1,055)
472,340
106,047)
366,293
(Continued)
  • 7 -

ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Reviewed, Not Audited)

(In Thousands of New Taiwan Dollars)

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Reviewed, Not Audited)
(In Thousands of New Taiwan Dollars)
CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of financial assets at fair value through other
comprehensive income

Proceeds from sale of financial assets at fair value through other
comprehensive income

Proceeds from capital reduction of financial assets at fair value
through other comprehensive income

Purchase of financial assets at amortized cost

Proceeds from sale of financial assets at amortized cost

Acquisition of investments accounted for using equity method

Proceeds from disposal of investments accounted for using equity
method

Increase in prepayments for investments

Payments for property, plant and equipment

Proceeds from disposal of property, plant and equipment

Increase in refundable deposits

Payment for intangible assets

Interest received

Dividends received

Net cash generated from investing activities


CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from short-term borrowings

Repayments of short-term borrowings

Refund of guarantee deposits received

Repayment of the principal portion of lease liabilities

Dividends paid to owners of the Company

Exercise of employee share options

Interest paid

Dividends paid to non-controlling interests

Increase in non-controlling interests

Net cash generated from (used in) financing activities


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


NET INCREASE IN CASH AND CASH EQUIVALENTS


CASH AND CASH EQUIVALENTS AT THE BEGINNING OF
THE PERIOD


CASH AND CASH EQUIVALENTS AT THE END OF THE
PERIOD
For the Nine Months Ended
September 30
2021
$ 30,392 )
56,799
-

285,637 )
309,670

15,500 )
-
-

3,391 )
-

771 )

980 )
4,916
8,400
43,114
450,000
-
-

6,864 )

377,836 )
18,385

816 )
-
-
82,869
6,200)
298,230
637,890
$ 936,120
2020


(



(


(



(


(

(











(

(


(







(








(



(




(

(


(

(





(

(

(

(


(

(

(
(


$ 93,118 )
24,217
3,078

190,696 )
342,035
-
275

10,000 )

4,488 )
540

1,158 )

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

150,000 )

371 )

5,286 )

249,574 )
9,341

2,072 )

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

(Concluded)

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

  • 8 -

ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 and 2020

(Reviewed, Not Audited)

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

1. GENERAL

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

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

2. THE DATE AND PROCEDURES OF AUTHORIZATION OF FINANCIAL STATEMENTS

The accompanying consolidated financial statements were approved by the Board of Directors and issued

on November 3, 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, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC).

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

  • (2) Amendments to IFRSs endorsed by the FSC for application starting from January 1, 2022
New, Revised, Amended Standards and Interpretations
“Annual Improvements to IFRS Standards 2018–2020”

Amendments to IFRS 3 “Reference to the Conceptual Framework”

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

Amendments to IAS 37 “Onerous Contracts – Cost of Fulfilling a
Contract”
Effective Date
Issued by the IASB
January 1, 2022 (Note 1)
January 1, 2022 (Note 2)
January 1, 2022 (Note 3)
January 1, 2022 (Note 4)
  • Note 1: The amendments to IFRS 9 are applied prospectively to modifications and exchanges of financial liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 “Agriculture” are applied prospectively to the fair value measurements on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 “First-time Adoptions of IFRSs” are applied retrospectively for annual reporting periods beginning on or after January 1, 2022.

  • Note 2: The amendments are applicable to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2022.

  • Note 3: 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 4: The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.

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

  • 9 -

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

New / Revised / Amended Standards and Interpretations
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture”

IFRS 17 “Insurance Contracts”

Amendments to IFRS 17

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

Amendments to IAS 1 “Disclosure of Accounting Policies”

Amendments to IAS 8 “Definition of Accounting Estimates”

Amendments to IAS 12 “Deferred Tax related to Assets and Liabilities
arising from a Single Transaction”
Effective Date
Announced by the IASB (Note 1)
To be determined by IASB
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023 (Note 2)
January 1, 2023 (Note 3)
January 1, 2022 (Note 4)
  • 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 will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.

  • Note 3: 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 4: Except that deferred taxes will be recognized for temporary differences associated with lease and decommissioning obligations on January1, 2022, the amendments will be applied prospectively to transactions that occur on or after January 1, 2022.

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”as endorsed and issued into effect by the FSC. Disclosure information included in these consolidated financial statements is less than the disclosure information required in a complete set of annual consolidated financial statements.

  • (2) Basis of preparation

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

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

  • A. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;

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

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

  • (3) Basis of consolidation

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

  • 10 -

See Note 13, Table 4 and Table 5 for detailed information on the subsidiaries, including the percentages of ownership and main businesses.

(4) Other Significant Accounting Policies

Except for the following, please refer to the consolidated financial statements for the year ended December 31, 2020.

A. Defined retirement benefits

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

B. Taxation

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

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

In the application of the Group’s accounting policies, the management is required to make judgments, estimates and assumptions which are based on historical experience and other factors that are not readily apparent from other sources. Actual results may differ from these estimates.

The Group considers the recent development of the COVID-19 in Taiwan and its economic environment implications when making its critical accounting estimates in cash flow projections, growth rate, discount rate, profitability, etc. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revisions affect only that period or in the period of the revisions and future periods if the revisions affect both current and future periods.

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
Repurchase agreements
collateralized by bonds
September 30,
2021
$ 287
880,133


55,700
$ 936,120
December 31,
2020
$ 213
609,197


28,480
$ 637,890
September 30,
2020







$ 440
370,358
29,100
$ 399,898

7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

Financial assetscurrent
Mandatorily measured at FVTPL
Domestic convertible bond
Domestic listed ordinary shares
Fund beneficiary certification

Financial assetsnon-current
Mandatorily measured at FVTPL
Domestic listed preference shares
Fund beneficiary certification
September 30,
2021
$ 7,736
-

16,201
$ 23,937
$ 14,445

22,088
$ 36,533
December 31,
2020
$ 15,966
1,785

343,122
$ 360,873


$ 14,403

20,988
$ 35,391
September 30,
2020
September 30,
2020















$ 22,718
1,241
16,148
$ 40,107
$ 14,493
20,484
$ 34,977
  • 11 -

8.;FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

Investments in equity instruments

Investments in equity instruments
Non-current
Domestic investment
Listed and emerging market ordinary
shares
Listed preference shares
Unlisted shares
September 30,
2021
$ 118,890
183,268

46,213
$ 348,371
December 31,
2020
$ 123,829
197,544

18,142
$ 339,515
September 30,
2020






$ 100,956
196,800
18,743
$ 316,499

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.

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)
Foreign investment
Barclays Bank corporate bond (USD)
(4)
Prudential plc corporate bond (USD)
(5)
AT&T corporate bond (USD) (6)
Perusahaan Listrik Negara corporate
bond (USD) (7)
September 30,
2021
$ 150,570

83,636
$ 234,206
$ 35,561
-
-
-

15,551
$ 51,112
December 31,
2020
$ 238,510

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

-
$ 69,526
September 30,
2020
September 30,
2020















$ 482,773
58,200
$ 540,973
$ 25,345
15,239
29,883
16,027
-
$ 86,494
  • (1) As of September 30, 2021, December 31 and September 30, 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 0.63%~2.10%, respectively.

  • (2) As of September 30, 2021 and 2020, the market interest rate intervals of repurchase agreements collateralized by bonds with original maturities more than three months were 0.4% and 0.6%, respectively.

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

  • (4) The Group purchased Barclays Bank corporate bond (USD) by USD 527 thousand, with a coupon rate of 4.836%, in August, 2019. As for adjustment portion of investments, the Group sold all bonds by $15,560 thousand, and recognized $1,003 thousand of gain from sale of financial assets at amortized cost in July, 2021.

  • (5) The Group purchased Prudential plc corporate bond (USD) by USD 1,040 thousand, with a coupon rate of 4.875%, in August, 2019. As for adjustment portion of investments, the Group sold all bonds by $28,936 thousand, and recognized $444 thousand of gain from sale of financial assets at amortized cost in July, 2021.

  • (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 bonds purchased in March, 2021 was of USD 460 thousand. As for adjustment portion of investments, the Group sold all bonds by $14,021 thousand, and recognized $1,245 thousand of gain from sale of financial

  • 12 -

assets at amortized cost in August, 2021; the purchased bonds of USD 553 thousand in November, 2019 were sold in November, 2020.

  • (7) The Group purchased Perusahaan Listrik Negara corporate bond (USD) by USD 559 thousand, with a coupon rate of 5.25% in May, 2021.

  • (8) 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 September 30, 2021, December 31 and September 30, 2020.

11. NOTES, TRADE RECEIVABLE AND OVERDUE RECEIVABLES

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

September 30,
2021
$ 570,911

2,678,703
-
9,612)

$ 3,240,002
December 31,
2020
$ 230,490

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

$ 2,140,431
September 30,
2020

(

(

(
$ 185,379
1,882,100
4,401
20,889)
$ 2,050,991

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.

  • 13 -

The following table details the loss allowance of trade receivable: September 30, 2021

12. Not Past Due
1-30 Days
Past Due
31-60 Days
Past Due
61-90 Days
Past Due
More Than
90 Days Past
Due
Total
Gross carrying
amount
$3,224,073
$ 21,191 $ 4,350
$ - $ - $ 3,249,614
Loss allowance
(Lifetime ECLs)
(
4,385)
(
4,158)
(
1,069)

-

-
(
9,612)
Amortized cost
$3,219,688
$ 17,033
$ 3,281
$ -
$ -
$ 3,240,002
December 31, 2020
NotPastDue
1-30 Days
PastDue
31-60 Days
PastDue
61-90 Days
PastDue
More Than
90 Days Past
Due
Total
Gross carrying
amount
$2,138,258
$ 2,869 $ 10,160
$ 576 $ 1,474 $ 2,153,337
Loss allowance
(Lifetime ECLs)
(
5,895)
(
899)
(
4,344)
(
294)
(
1,474)
(
12,906)
Amortized cost
$2,132,363
$ 1,970
$ 5,816
$ 282
$ -
$ 2,140,431
September 30, 2020
Not Past Due
1-30 Days
Past Due
31-60 Days
Past Due
61-90 Days
Past Due
More Than
90 Days Past
Due
Total
Gross carrying
amount
$2,045,592
$ 5,604 $ 3,348
$ 12,876
$ 4,460 $ 2,071,880
Loss allowance
(Lifetime ECLs)
(
5,979 )
(
1,823)
(
1,437)
(
7,190)
(
4,460)
(
20,889)
Amortized cost
$2,039,613
$ 3,781
$ 1,911
$ 5,686
$ -
$ 2,050,991
The movements of the loss allowance of trade receivable were as follows:
For the Nine Months
Ended September 30,
2020
For the Nine Months
Ended September 30,
2019
Balance at January 1
$ 12,906
$ 35,510
Add: Net remeasurement of loss allowance
-
1,794
Less: Reversal of loss allowance
(
1,820 )
-
Amounts written of
(
1,474)
(
16,415)
Balance at September 30
$ 9,612
$ 20,889
INVENTORIES
September 30,
2021
December 31,
2020
September 30,
2020
Raw materials
$ 9,860
$ 3,555
$ 5,703
Work in process
5,674
2,626
3,675
Finished goods
270
336
484
Commodities
1,614,232
1,235,624
908,065
Inventory in transit

186

-

238
$ 1,630,222
$ 1,242,141
$ 918,165
Total
$ 3,249,614
9,612)
$ 3,240,002
Total
$ 2,153,337
12,906)
$ 2,140,431
Total

(

Cost of goods sold for inventories amounted to $3,912,151 thousand, $2,206,966 thousand, $8,915,505 thousand and $6,800,124 thousand, respectively, for the three and nine months ended September 30, 2021 and 2020. The cost of goods sold included inventory write-downs (reversals of inventory write-downs) of $20,023 thousand, ($9,801) thousand, $41,907 thousand and $2,933 thousand, respectively, for the three and nine months ended September 30, 2021 and 2020. The increase in net realizable value of inventories is recognized by disposal of the commodities, which had been allowed for inventory valuation loss.

  • 14 -

13. SUBSIDIARIES

  • (1) Subsidiaries included in the consolidated financial statements

The consolidated entities were as follows:

Investor Investee Nature of
Activities
Proportion of Ownership (%) Proportion of Ownership (%) Proportion of Ownership (%) Remark
September
30,
2021
December
31,
2020
September
30,
2020
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

DigiCosmos
Tech. Co.,
Ltd.

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

100.00%
87.93%
100.00%
100.00%
70.00%

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

A

A, B

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 any material impact given the fact that the financial statements of the above subsidiaries have not been reviewed by CPAs.

  • B. It was established in May, 2021.

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

14. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Investments in Associates
Individual Insignificant Associate
TrustONE Security Inc.

Leukocyte-Lab Co. Ltd.


Name of Associates
TrustONE Security Inc.
Leukocyte-Lab Co. Ltd.
September 30,
2021
December 31,
2020
September 30,
2020
$ 2,127
$ -
$ -
11,500

-

-
$ 13,627
$ -
$ -
Percentage of Equity Holding and Voting Rights
September 30,
2021
December 31,
2020
September 30,
2020
$ 2,127
$ -
$ -
11,500

-

-
$ 13,627
$ -
$ -
Percentage of Equity Holding and Voting Rights
September 30,
2020


September 30,
2021
32%
37.5%
December 31,
2020
-
-
September 30,
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%.

  • 15 -

The Group invested in Leukocyte-Lab Co. Ltd. in September, 2021, which engages mainly in information security management, sale and consulting service, with the investment amount of $11,500 thousand, and share-holding ratio of 37.5%.

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 impact.

15. PROPERTY, PLANT AND EQUIPMENT

PROPERTY, PLANT AND EQUIPMENT
Land
Buildings
Office equipment
Delivery equipment
Other equipment
September 30,
2021
$ 234,892
53,340
8,549
614

12,686
$ 310,081
December 31,
2020
$ 234,892
54,703
9,246
982

8,544
$ 308,367
September 30,
2020
$ 234,892
55,156
10,199
1,106

6,741
$ 308,094
$ 234,892
55,156
10,199
1,106

6,741
$ 308,094

Except for depreciation recognized, property, plant and equipment haven’t been increased, disposed and impaired for the nine months ended September 30, 2021 and 2020.

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

Buildings 7-50 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
(1) Right-of-use assets
September 30,
2021
December 31,
2020
Carrying amounts of right-of-use
assets
Buildings
$ 13,392
$ 12,683
Office equipment

193

344
$ 13,585
$ 13,027
For the Three
Months Ended
September 30,
2021
For the Three
Months Ended
September 30,
2020
For the Nine
Months Ended
September 30,
2021
Additions to right-of-use
assets
$ 7,781

Depreciation charge for
right-of-use assets
Buildings
$ 2,434
$ 1,864
$ 7,045

Office equipment

50

50

151

$ 2,484
$ 1,914
$ 7,196

(2) Lease liabilities
September 30,
2021
December 31,
2020
Carrying amounts of lease liabilities
Current
$ 7,925
$ 7,484
Non-current
$ 6,055
$ 5,607
September 30,
2020


$ 14,458
394
$ 14,852
For the Nine
Months Ended
September 30,
2020
$ 11,914
$ 5,166

151
$ 5,317
September 30,
2020

$ 7,444
$ 7,492
  • 16 -

Range of discount rate for lease liabilities was as follows:

Buildings
Office equipment
Other lease information
Expenses relating to
short-term leases
Expenses relating to
low-value asset leases
Total cash (outflow) for
leases
September 30,
2021
December 31,
2020
0.85%~4.75%
0.95%~4.75%
1.20%
1.20%
For the Three
Months Ended
September 30,
2021
For the Three
Months Ended
September 30,
2020
For the Nine
Months Ended
September 30,
2021
$ 201
$ 548
$ 662

$ 13
$ 12
$ 38

($ 7,721)
September 30,
2021
December 31,
2020
0.85%~4.75%
0.95%~4.75%
1.20%
1.20%
For the Three
Months Ended
September 30,
2021
For the Three
Months Ended
September 30,
2020
For the Nine
Months Ended
September 30,
2021
$ 201
$ 548
$ 662

$ 13
$ 12
$ 38

($ 7,721)
September 30,
2021
December 31,
2020
0.85%~4.75%
0.95%~4.75%
1.20%
1.20%
For the Three
Months Ended
September 30,
2021
For the Three
Months Ended
September 30,
2020
For the Nine
Months Ended
September 30,
2021
$ 201
$ 548
$ 662

$ 13
$ 12
$ 38

($ 7,721)
September 30,
2020
September 30,
2020
0.95%~4.75%
1.20%
For the Nine
Months Ended
September 30,
2020



(
$ 662

$ 38

$ 7,721)


(
$ 650
$ 38
$ 6,088)
  • (3) Other lease information

17. SHORT- TERM BORROWINGS

SHORT-TERM BORROWINGS
Unsecured borrowings
Line of credit borrowings
September 30,
2021

$ 450,000
December 31,
2020
$ -
September 30,
2020

$ -

Interest rate of bank revolving loans was 0.75%~0.78% on September 30, 2021.

18. OTHER PAYABLES

OTHER PAYABLES
Salaries and bonuses payable
Compensation of employees,
remuneration of directors and
supervisors payable
Sales tax payable
Others
September 30,
2021
$ 71,611
32,957
32,677

199,934
$ 337,179
December 31,
2020
$ 91,256
35,420
1,284

118,422
$ 246,382
September 30,
2020






$ 61,484
27,998
1,502
93,475
$ 184,459

19. RETIREMENT BENEFIT PLANS

For the three and nine months ended September 30, 2021 and 2020, the Group’s pension costs under the defined benefit plan were made payment $66 thousand, $105 thousand, $197 thousand and $314 thousand, respectively, decided by actuarial pension costs rate on December 31, 2020 and 2019.

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
September 30,
2021
200,000

$ 2,000,000

126,874

$ 1,268,742
December 31,
2020
150,000

$ 1,500,000

125,640

$ 1,256,402
September 30,
2020









150,000
$ 1,500,000
125,272
$ 1,252,722

The change in share capital is mainly due to the exercise of employee share options, and the cancellation of employee restricted stock.

  • 17 -

(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 exercised and invalid
employees share options
May not be used for any purpose
Employees restricted stock
Employees stock options
September 30,
2021
$ 411,846
25,343
20,817
8,426

19,053
$ 485,485
December 31,
2020
$ 405,951
25,343
12,837
8,276

26,350
$ 478,757
September 30,
2020
September 30,
2020






$ 404,714
25,343
10,583
8,276
27,123
$ 476,039
  • A. Such capital surplus may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company’s capital surplus and once a year).

(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 compensation of employees and remuneration of directors and supervisors, refer to compensation of employees and remuneration of directors in Note 21 (7).

ZOTC adopts a dividend distribution policy whereby only surplus profits of ZOTC shall be distributed to shareholders. Based on ZOTC’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, no less than 30% of the remaining balance is to be allocated to shareholders and the ratio for cash dividends shall not be lower than 10% of the total shareholders’ dividends distributed for the same year.

An appropriation of earnings to a legal reserve shall be made until the legal reserve equals ZOTC’s paid-in capital. The legal reserve may be used to offset deficits. If ZOTC has no deficit and the legal reserve has exceeded 25% of ZOTC’s paid-in capital, the excess may be transferred to capital or distributed in cash.

The appropriations of 2020 and 2019 earnings have been approved by ZOTC’s shareholders’ meeting on August 4, 2021 and June 10, 2020, respectively, were as follows:

ugust 4, 2021 and June 10, 2020, respectively, were as follows:
Legal capital

Reversal of special reserve
Cash dividends
Appropriation of Earnings
For Fiscal
Year 2020
For Fiscal
Year 2019
$ 44,100
$ 35,131
- (
16,844 )
377,836
249,574
Dividends Per Share(NT$)
For Fiscal
Year 2020
$ 44,100

-
377,836
For Fiscal
Year 2020

$ 3.0
For Fiscal
Year 2019
$ 2.0
  • 18 -

(4) Other equity

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

For the Nine Months
Ended September 30,
2021
Balance at January 1
$ 74
In respect of the current period
Exchange differences on translating the
financial statements of foreign
operations
(
161)
Balance at September 30
($ 87)
B. Unrealized gain (loss) from financial assets at FVTOCI
For the Nine Months
Ended September 30,
2021
Balance at January 1
$ 39,577
In respect of the current period
Unrealized gain (loss)equity
instruments
25,283
Cumulative gain (loss) of equity instruments
transferred to retained earnings due to
disposal
(
32,683)
Balance at September 30
$ 32,177
For the Nine Months
Ended September 30,
2020
For the Nine Months
Ended September 30,
2020
$ -
(
155)
($ 155)
For the Nine Months
Ended September 30,
2020

(
(
$ 17,865

1,042 )

258)
$ 16,565

B. Unrealized gain (loss) from financial assets at FVTOCI

C. Unearned employee benefit

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

Balance at January 1
Share-based payment expenses recognized
Balance at September 30
For the Nine Months
Ended September 30,
2021
( $ 5,301 )

2,856
($ 2,445)
For the Nine Months
Ended September 30,
2020
For the Nine Months
Ended September 30,
2020
(

(
(

(
$ 10,389 )
4,367
$ 6,022)

21. NET PROFIT

  • (1) Interest income
nterest income
Bank deposits

Financial assets at amortized
cost
Others


ther income
Dividend income

Others

For the Three
Months Ended
September 30,
2021
$ 94
894

-

$ 988

For the Three
Months Ended
September 30,
2021
$ 10,022

3,070

$ 13,092
For the Three
Months Ended
September 30,
2020
$ 36
3,156

1

$ 3,193

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

480

$ 7,290
For the Nine
Months Ended
September 30,
2021
$ 606
2,984

7

$ 3,597

For the Nine
Months Ended
September 30,
2021
$ 11,700

4,504

$ 16,204
For the Nine
Months Ended
September 30,
2020
$ 1,961
13,402

5
$ 15,368
For the Nine
Months Ended
September 30,
2020








$ 10,911
2,442
$ 13,353

(2) Other income

  • 19 -

(3) Other gains and losses

ther gains and losses
Net foreign exchange profit
Net gain arising on financial
assets measured at FVTPL
Loss on disposal of property,
plant and equipment
Gain on disposal of
investments accounted
for using equity method

inance costs
Interests on bank borrowings
Interests on lease liabilities


epreciation & 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

mployee benefits expense
Post-employment benefits
Defined contribution
plans
Defined benefit plans
Note 19
For the Three
Months Ended
September 30,
2021
$ 2,926

228
-


-

$ 3,154

For the Three
Months Ended
September 30,
2021
$ 732


43

$ 775

For the Three
Months Ended
September 30,
2021
$ 3,603
2,484

323

$ 6,410

$ 6,087

$ 323

For the Three
Months Ended
September 30,
2021
$ 3,160


66


3,226
For the Three
Months Ended
September 30,
2020
$ 6,303

1,209
(
40 )

-

$ 7,472

For the Three
Months Ended
September 30,
2020
$ 403


68

$ 471

For the Three
Months Ended
September 30,
2020
$ 3,861

1,914

177

$ 5,952

$ 5,775

$ 177

For the Three
Months Ended
September 30,
2020
$ 2,854

105

2,959
For the Nine
Months Ended
September 30,
2021
$ 21,275

5,470

-

-

$ 26,745

For the Nine
Months Ended
September 30,
2021
$ 732


157

$ 889

For the Nine
Months Ended
September 30,
2021
$ 10,791

7,196

901

$ 18,888

$ 17,987

$ 901

For the Nine
Months Ended
September 30,
2021
$ 9,064


197


9,261
For the Nine
Months Ended
September 30,
2020
$ 661
2,008
-

275
$ 2,944
For the Nine
Months Ended
September 30,
2020
$ 1,954

114
$ 2,068
For the Nine
Months Ended
September 30,
2020
$ 11,951

5,317

606
$ 17,874
$ 17,268
$ 606
For the Nine
Months Ended
September 30,
2020








$ 8,023
314
8,337
(Continued)

(4) Finance costs

(5) Depreciation & amortization

(6) Employee benefits expense

  • 20 -
Share-Based Payment
Equity-settled

Other employee benefits

Total employee benefits
expense
Analysis by function
Operating costs

Operating expenses

For the Three
Months Ended
September 30,
2021
$ 1,153


112,058

$ 116,437


$ 825


115,612

$ 116,437
For the Three
Months Ended
September 30,
2020
$ 2,201


92,481

$ 97,641
$ 905


96,736

$ 97,641
For the Nine
Months Ended
September 30,
2021
$ 3,539


317,478

$ 330,278


$ 2,599


327,679

$ 330,278
For the Nine
Months Ended
September 30,
2020
For the Nine
Months Ended
September 30,
2020





















$ 9,780
265,507
$ 283,624
$ 2,689
280,935
$ 283,624

(Concluded)

(7) Compensation of employees and remuneration of directors

The Group shall allocate compensation to the employees and directors of the Group not less than 1%~15% and not more than 3% of annual profits during the period, respectively, and the estimate of employees’ compensation and remuneration of directors for the three and nine months ended September 30, 2021 and 2020 were as follows:

Estimate Rate

Estimate Rate
Compensation of employees
Remuneration of directors
Amount
Compensation of employees
Remuneration of directors
For the Three
Months Ended
September 30,
2021

4.00%
2.00%
For the Three
Months Ended
September 30,
2021
$ 9,500
4,750
For the Three
Months Ended
September 30,
2020
4.00%
2.00%
For the Three
Months Ended
September 30,
2020
$ 6,038

3,020
For the Nine
Months Ended
September 30,
2021
4.00%
2.00%
For the Nine
Months Ended
September 30,
2021
$ 21,971

10,986
For the Nine
Months Ended
September 30,
2020
4.00%
2.00%
For the Nine
Months Ended
September 30,
2020
$ 18,665

9,333

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:

bruary 26, 2020, respectively, are as follows:
Compensation of employees
Remuneration of directors
2020
Cash
$ 23,613
11,807
2019
Cash
$ 18,911
9,456

There was no difference between the actual amounts of the compensation of employees and the 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.

  • 21 -

22. INCOME TAXES RELATING TO CONTINUING OPERATION S

(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
Income tax on
unappropriated
earnings
Adjustments for prior
year
Deferred tax
In respect of the current
period
Income tax expense
recognized in profit or
loss
For the Three
Months Ended
September 30,
2021
$ 43,270
953
-
(
1,970)

$ 42,253
For the Three
Months Ended
September 30,
2020
$ 24,531

-

-

2,234

$ 26,765
For the Nine
Months Ended
September 30,
2021
$ 110,319

953
(
464 )
(
6,627)

$ 104,181
For the Nine
Months Ended
September 30,
2020
For the Nine
Months Ended
September 30,
2020

(






(
(




$ 86,464

-

330
3,220
$ 90,014

(2) Income tax assessment

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

Co. Name
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

23. EARNINGS PER SHARE

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

Net Profit for the Period

Net Profit for the Period
Earnings used in the computation
of basic/diluted earnings per
share
Shares
Weighted average number of
ordinary shares used in the
computation of basic earnings
per share
For the Three
Months Ended
September 30,
2021
$ 179,571

For the Three
Months Ended
September 30,
2021
126,185
For the Three
Months Ended
September 30,
2020
$ 115,138

For the Three
Months Ended
September 30,
2020

124,524
For the Nine
Months Ended
September 30,
2021
$ 412,200
For the Nine
Months Ended
September 30,
2021

125,820
For the Nine
Months Ended
September 30,
2020
$ 349,978
For the Nine
Months Ended
September 30,
2020

124,245
(Continued)
  • 22 -
Effect of potentially dilutive
ordinary shares:
Employees’ Compensation
Employee stock options
Restricted stock awards

Weighted average number of
ordinary shares used in the
computation of diluted
earnings per share
For the Three
Months Ended
September 30,
2021
472
2,214

280


129,151
For the Three
Months Ended
September 30,
2020

477

3,027

371


128,399
For the Nine
Months Ended
September 30,
2021

588

2,372

385


129,165
For the Nine
Months Ended
September 30,
2020

607

2,734

450

128,036










(Concluded)

If the Group offered to settle the compensation paid to employees in shares or cash, 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 ordinary shares, the exercise price is adjusted accordingly.

Information on employee share options is as follows:

Employee share option
Balance at January 1
Options exercised

Options forfeited

Outstanding options, at September 30
Options exercisable, at September 30
For the Nine Months Ended
September 30, 2021
Number of
Options
(In Thousands
of Units)
Weighted
Average
Exercise Price
(NT$)
4,468
$ 16.70
(
1,249 )
14.72

(
88)
16.65


3,131
16.18


1,691
For the Nine Months Ended
September 30, 2020
For the Nine Months Ended
September 30, 2020
Number of
Options
(In Thousands
of Units)
4,468

(
1,249 )
(
88)

3,131

1,691
Number of
Options
(In Thousands
of Units)
5,653
(
649 )

-

5,004

2,246
Weighted
Average
Exercise Price
(NT$)
$ 17.18

14.39
-
16.48
(
(

(


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

September 30,
2021
September 30,
2021
December
2020
31,
Weighted-
Over-Age
Remaining
Contractual
Life (Years)
0.67
1.68
3.01
3.67
September 30,
2020
September 30,
2020
Range of
Exercise
Price (NT$)
Weighted-
Over-Age
Remaining
Contractual
Life (Years)

Range of
Exercise
Price (NT$)
Range of
Exercise
Price (NT$)
Weighted-
Over-Age
Remaining
Contractual
Life (Years)
$ 10.90 (Note)
12.50 (Note)
15.70 (Note)
17.20 (Note)
-
0.93
2.26
2.92
$ 11.70 (Note)
13.40 (Note)
16.80 (Note)
18.40 (Note)
$ 11.70 (Note)
13.40 (Note)
16.80 (Note)
18.40 (Note)
0.92
1.93
3.26
3.92

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

  • 23 -

The Company adopted binomial option pricing model 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 recognized were $777 thousand, $1,480 thousand, $683 thousand and $5,413 thousand for the three and nine months ended September 30, 2021 and 2020, respectively.

(2) Employees restricted stock

The shareholders meeting of the Company, on June 11, 2018, resolved to issue employees restricted stock amounting to $7,000 thousand, consisting of 700 thousand shares, respectively, par value in $10, the subscription price is $0 (The issue price is $0), and authorized the Board to decide the issue price at the issuance date. The Board resolved to issue $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 employee restricted stocks 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 employee restricted stocks, 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 years has elapsed from the time of employee restricted stocks, 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 years has elapsed from the time of employee restricted stocks, 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 years has elapsed from the time of employee restricted stocks, 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 employee restricted stock as employees breach the labor contract and working regulations, for the employee restricted stocks that don't meet the vesting conditions.

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

Compensation costs by issuance of employee restricted stocks recognized were $376 thousand, $721 thousand, $2,856 thousand and $4,367 thousand for the three and nine months ended September 30, 2021 and 2020. As of September 30, 2021 and 2020, the unearned employee benefit totaled $2,445 thousand and $6,022 thousand, accounted for as the decrease in other equity.

25. CAPITAL RISK MANAGEMENT

The Group engages as a distributor of software and hardware equipment, without any plans of imposed capital requirements at present or in the future. The Group manages its capital to ensure requirements of operating funds and dividend expenses, based on growth and development of scale of enterprise and prospective of the industry. The Group periodically reviews the policy of capital risk management, for the purpose of seeking a steady and conservative policy.

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

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

  • 24 -

26. FINANCIAL INSTRUMENTS

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

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

Financial Assets
Financial assets at amortized
cost
September 30,
2021
September 30,
2021
December 31,
2020
December 31,
2020
September 30,
2020
September 30,
2020
Carrying
Amount
Fair Value
Carrying
Amount
Fair Value Carrying
Amount
Fair Value

Foreign corporate bonds $ 15,551 $ 15,597 $ 44,061 $ 45,323 $ 61,149 $ 62,464

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

  • A. Fair value hierarchy
Fair value hierarchy
September 30, 2021
Financial assets measured at
FVTPL
Convertible bonds

Domestic listed shares
Fund beneficiary certification

Total

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

Domestic unlisted shares

Total

December 31, 2020
Financial assets measured at
FVTPL
Convertible bonds

Domestic listed shares
Fund beneficiary certification

Total

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

Domestic unlisted shares

Total
Level 1
$ 7,736

14,445
29,355

$ 51,536

$ 290,066

-

$ 290,066

Level 1
$ 15,966

16,188
355,581

$ 387,735

$ 309,281

-

$ 309,281
Level 2
$ -

-
-

$ -

$ -

-

$ -

Level 2
$ -

-
-

$ -

$ -

-

$ -
Level 3
$ -

-
8,934

$ 8,934

$ 12,092

46,213

$ 58,305

Level 3
$ -

-
8,529

$ 8,529

$ 12,092

18,142

$ 30,234
Total




















$ 7,736
14,445
38,289
$ 60,470
$ 302,158
46,213
$ 348,371
Total




















$ 15,966
16,188
364,110
$ 396,264
$ 321,373
18,142
$ 339,515
  • 25 -
September 30, 2020
Financial assets measured at
FVTPL
Convertible bonds

Domestic listed shares
Fund beneficiary certification

Total

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

Domestic unlisted shares

Total





Level 1
$ 22,718

28,392
15,734

$ 66,844

$ 287,319

-

$ 287,319
Level 2
$ -

-
-

$ -

$ -

-

$ -
Level 3
$ -

8,240
-

$ 8,240

$ 10,437

18,743

$ 29,180
Total















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

There were no transfers between Level 1 and Level 2 for nine months ended September 30, 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 similar companies.

  • (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
FVTOCIInvestments in equity
instruments
Financial liabilities
Measured at amortized cost (Note 2)
September 30,
2021
$ 60,470

4,475,988
348,371

3,817,964
December 31,
2020
$ 396,264

3,098,473
339,515
2,492,646
September 30,
2020
$ 75,084
3,091,277
316,499
1,972,674

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

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

  • (4) Financial risk management objectives and policies

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

  • 26 -

A. Market risk

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

(A) Foreign currency risk

The Group’s purchases are denominated in foreign currencies, thus the Group is exposed to foreign currency risks. Exchange rate exposures are managed within approved policy parameters utilizing foreign financial instruments.

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 the New Taiwan dollar appreciates/depreciates 5% against the relevant currency, the Group’s net profit for the nine months ended September 30, 2021 and 2020 would increase/decrease by $18,258 thousand and $6,684 thousand, respectively.

(B) Interest rate risk

The Group was exposed to interest rate risk at fair value, because the Group borrowed funds at fixed interest rates. The Group assesses the interest rate of the bank loan regularly, observes influences on profits or losses from fluctuation range of the interest rate, and keeps contact with the bank based on the actual requirement to acquire favorable interest rate of the loan.

The carrying amount of the Group’s financial assets and financial liabilities with exposure to interest rates at the end of the reporting period were as follows:

Interest rate risks at fair value
Financial assets

Financial liabilities

Interest rate risks at cash flows

Financial assets
September 30,
2021
$ 200,980


463,980

1,020,171
December 31,
2020
$ 206,574

13,091
739,139
September 30,
2020
$ 526,686
14,936
500,239

Sensitivity analysis

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

If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Group’s pre-tax profit for the nine months ended September 30, 2021 and 2020 would increase/ decrease by $3,826 thousand and $1,876 thousand, respectively. Exposure is triggered by risks of cash flows of the Group’s variable interest rates of deposits.

(C) Other price risk

The Group is exposed to equity price risks arising from equity investments of public offering securities and fund beneficiary certificates. Equity investments should be approved by the management, for controlling risks by holding different investment portfolios.

Sensitivity analysis

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

If equity prices had been 5% higher/lower, pre-tax profit for the nine months ended September 30, 2021 and 2020 would have increased/decreased by $3,024 thousand and $3,754 thousand, respectively, as a result of the changes in fair value of financial assets at FVTPL, and the other comprehensive income for the nine months ended September 30, 2021 and 2020 would have increased/decreased by $17,419 thousand and $15,825 thousand, respectively, as a result of the changes in fair value of financial assets at FVTOCI.

  • 27 -

B. Credit risk

A Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group. As at the end of the reporting period, the Group’s maximum exposure to credit risk which will cause a financial loss to the Group due to failure to discharge an obligation by the counterparties provided by the Group is arising from the carrying amount of the respective recognized financial assets as stated in the consolidated balance sheets.

The Group adopted a policy of only dealing with creditworthy counterparties. Credit exposure is controlled by counterparty limits that are reviewed and approved by the financial department regularly.

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

The credit 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 49%, 33% and 36% of trade receivable, respectively, as of September 30, 2021, December 31, 2020 and September 30, 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 interest and principal of cash flows.

The following tables detail the bank loans are listed on the earliest date on which the Group may be required to pay without considering the probability of the lending bank executing its rights; other non-derivative financial liabilities are listed at their contract repayment dates.

September 30, 2021

September 30, 2021

Non-derivative financial liabilities
No Interest-bearing liabilities

Lease liabilities
Fixed interest rate liabilities


December 31, 2020

Non-derivative financial liabilities
No Interest-bearing liabilities

Lease liabilities


September 30, 2020

Non-derivative financial liabilities
No Interest-bearing liabilities

Lease liabilities

Less than 1 Year
$ 3,367,091
8,054

450,750

$ 3,825,895

Less than 1 Year
$ 2,491,846

7,636

$ 2,499,482

Less than 1 Year
$ 1,971,874

7,620

$ 1,979,494
1-5 Years
$ -

6,115
-

$ 6,115

1-5 Years
$ -
5,192

$ 5,192

1-5 Years
$ -
7,608

$ 7,608
5+ Years






$ -

-
-
$ -
5+ Years




$ -
-
$ -
5+ Years






$ -
-
$ -
  • 28 -

The working capital of the Group is sufficient to meet the cash flow demand, therefore the Group does not have financial problems. Even if the demand exists, it shall be short-term. The Group’s loans are less than one year and the Group has available bank facilities. After considering the financial position of the Group, the management does not think the banks will execute their rights of requiring the Group to repay the bank loans.

As of September 30, 2021, December 31, 2020 and September 30, 2020, the Group’s unused short-term credit of limit of the bank were $800,000 thousand, $1,250,000 thousand and $1,250,000 thousand, respectively.

27. TRANSACTIONS WITH RELATED PARTIES

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

Compensation of key management personnel

Short-term employee benefits
For the Three
Months Ended
September 30,
2021
$ 7,857
For the Three
Months Ended
September 30,
2020
$ 3,287
For the Nine
Months Ended
September 30,
2021
$ 43,380
For the Nine
Months Ended
September 30,
2020
For the Nine
Months Ended
September 30,
2020
$ 41,558

The compensation of directors and other key management personnel are decided by personal performance and economic market trend through the renumeration committee.

28. ASSETS PLEDGED AS COLLATERAL

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

September 30,
2021
$ 206,579

35,561
$ 242,140
December 31,
2020
$ 207,620

25,465
$ 233,085
September 30,
2020
September 30,
2020






$ 207,967
25,345
$ 233,312

29.;SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS

  • (1) As of September 30, 2021, the Group opens NT$ 87,000 thousand of cashier order for payment guaranteed for Microsoft Taiwan Corporation.

  • (2) As of September 30, 2021, the Group opens NT$ 50,000 thousand of cashier order for payment guaranteed for Microsoft Regional Sales Corporation.

30.;SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

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

September 30, 2021

September 30, 2021
Financial assets
Monetary items
USD


Financial liabilities
Monetary items
USD
Foreign
Currencies
$ 48,493

61,605
Exchange Rate
27.85USD:NTD

27.85USD:NTD
Carrying
Amount

$ 1,350,530
$ 1,715,699
  • 29 -

December 31, 2020

December 31, 2020
Financial assets
Monetary items
USD


Financial liabilities
Monetary items
USD
September 30, 2020
Financial assets
Monetary items
USD


Financial liabilities
Monetary items
USD
Foreign
Currencies
$ 12,526

41,312

Foreign
Currencies
$ 24,018

28,612
Exchange Rate
28.48USD:NTD

28.48USD:NTD

Exchange Rate
29.10USD:NTD

29.10USD:NTD
Carrying
Amount

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

$ 698,924
$ 832,609

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

Foreign currencies
USD
Foreign currencies
USD
For the Nine Months Ended
September 30, 2021
Exchange Rate
Net Foreign
exchange
gain (loss)
28.067 (USD:NTD)
$ 21,275
For the Three Months Ended
September 30, 2021
Exchange Rate
Net Foreign
exchange
gain (loss)
27.858 (USD:NTD)
$ 2,926
For the Nine Months Ended
September 30, 2021
Exchange Rate
Net Foreign
exchange
gain (loss)
28.067 (USD:NTD)
$ 21,275
For the Three Months Ended
September 30, 2021
Exchange Rate
Net Foreign
exchange
gain (loss)
27.858 (USD:NTD)
$ 2,926
For the Nine Months Ended
September 30, 2020
For the Nine Months Ended
September 30, 2020
For the Nine Months Ended
September 30, 2020
Exchange Rate
Net Foreign
exchange
gain (loss)
29.817 (USD:NTD)
$ 661
For the Three Months Ended
September 30, 2020
Net Foreign
exchange
gain (loss)
Exchange Rate
27.858 (USD:NTD)
Exchange Rate
29.450 (USD:NTD)
Net Foreign
exchange
gain (loss)
$ 6,303
  1. SEPARATELY DISCLOSED ITEMS

  2. (1) Information about significant transactions:

  3. A. Financing provided to others (Table 1)

  4. B. Endorsements/guarantees provided (None)

  5. C. Marketable securities held (excluding investments in subsidiaries, associates and joint ventures) (Table 2)

  6. 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)

  7. E. Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital (None)

  8. F. Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital (None)

  9. G. Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital (None)

  10. H. Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital (None)

  11. I. Trading in derivative instruments (None)

  12. J. Other: Intercompany relationships and significant intercompany transactions (Table 3)

  13. 30 -

  14. (2) Information on investees: (Table 4)

  15. (3) Information on investment in Mainland China:

  16. 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)

  17. 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.

  18. (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)

32. SEGMENT INFORMATION

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

(1) Segments revenue & operating results

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

portable segments:
For the nine months ended
September 30, 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
Net gain on derecognition of
financial assets at amortized cost
Finance costs
Share of loss of associates
accounted for using equity
method
Net income before tax
The business
division of
brands
distribution
$ 9,672,710

-

$ 9,672,710

$ 596,363
Other

$ 167,339

38,004

$ 205,343

$ 13,704)
Eliminations
$ -

38,004)

$ 38,004)


$ -




Total







(

(
(
$ 9,840,049

-

9,840,049
$ 9,840,049
$ 582,659
(
113,893 )
3,597
16,204
26,745
2,692
(
889 )
(
1,873)
$ 515,242
  • 31 -
For the nine months ended
September 30, 2020
Revenues from external customers

Inter-segment revenues

Segment revenues

Consolidated revenues
Segment profit (loss)

General administration division
costs and remuneration of
directors
Interest income
Other income
Other gains and losses
Finance costs
Net income before tax
The business
division of
brands
distribution
$ 7,485,310

-

$ 7,485,310

$ 518,039
Other

$ 113,231

26,951

$ 140,182

$ 1,763)
Eliminations
$ -

26,951)

$ 26,951)


$ -



Total






(

(
(
$ 7,598,541

-

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

Segment profit represents the profit before tax earned by each segment without allocation of central administration costs and remuneration of directors, share of profit or loss of associates, dividend income, interest income, gains or losses on disposal of property, plant and equipment, gains or losses on disposal of financial instruments, exchange gains or losses, valuation gains or losses on financial 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.

(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:

d services:
IT Infrastructure
Network & Information Security
Cloud Platform & Application
Big Data & Application
Other
For the Nine Months
Ended September 30,
2021
$ 4,125,362
3,651,634
1,645,925
413,903

3,225
$ 9,840,049
For the Nine Months
Ended September 30,
2020




$ 2,216,140
3,578,137
1,434,828
366,445
2,991
$ 7,598,541
  • 32 -

ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES

FINANCING PROVIDED TO OTHERS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

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

No.
(Note 1)
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
Amount
Reasons 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.
WingWill International Co.,
Ltd.

Other receivables from
related parties
Other receivables from
related parties
Yes
Yes
$ 50,000
20,000
$ 50,000
20,000
$ -

5,000
3%
3%
2
2
$ -
-
Operating
Capital
Operating
Capital
$ -
-

$ -
$ -
$ 273,868

273,868
$ 547,736
547,736

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.

  • 33 -

ZERO ONE TECHNOLOGY CO., LTD.AND SUBSIDIARIES

MARKETABLE SECURITIES HELD SEPTEMBER 30, 2021

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

Holding
Company
Name
Type and Name of Marketable Securities
(Note 1)
Relationship with
the Holding
Company
Financial Statement Account September 30,2021 September 30,2021 Note
Number of Shares Carrying Amount Percentage of
Ownership
(%)
Fair Value
ZOTC Beneficiary certificates
KGI Kaefer Fund
KGI Taiwan Multi-Asset Income Fund
KGI Taiwan Select-Asset Income Fund
Corporate bond
M.J. International Co. Ltd.1st
convertible bonds
LITON TECHNOLOGY CORP.4th
convertible bonds
EVA AIRWAYS CORPORATION5th
convertible bonds
Perusahaan Listrik Negara corporate bond
(USD)
Stock
Cathay Financial Holdings Preferred
Shares A
Union Bank of Taiwan Preferred Shares A
K Way Information Corp.
China Electric Mfg. Corp.
Promaster Technology Corp.
Unex Technology Corp.
Da-Chang Start-Up Investment Co. Ltd.









Director of
ZOTC


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 amortized cost
non-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
170,199
1,198,020
500,325
20Units
10Units
40Units
5Units
166,000
80,000
580,000
2,689,200
1,264,172
175,000
1,500,000
3,437
13,154
5,497
2,050
1,170
4,516
15,551
10,309
4,136
15,370
27,430
12,092
3,231
14,911
-
-
-
-
-
-
-
-
-
1.89
0.83
2.72
1.68
2.73
3,437
13,154
5,497
2,050
1,170
4,516
15,597
10,309
4,136
15,370
27,430
12,092
3,231
14,911

(Continued)

  • 34 -
Holding
Company
Name
Type and Name of Marketable Securities
(Note 1)
Relationship with
the Holding
Company
Financial Statement Account September 30,2021 September 30,2021 Note
Number of Shares Carrying Amount Percentage of
Ownership
(%)
Fair Value
ZOTC
Zerone Win
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
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.
Stock
WPG Holdings Limited Preferred Shares A
Shin Kong Financial Holding Co., Ltd.
Preferred Shares A
Tatung System Technologies Inc.


















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 FVTOCI
non-current
Financial assets at FVTOCI
non-current
Financial assets at FVTOCI
non-current
134,000
70,000
400,000
240,000
90,000
230,000
270,000
700,000
200,000
70,000
300,000
2,500,000
10,000
796,250
240,000
50,000
1,500,000
$ 8,321
3,619
24,960
12,504
5,607
14,306
13,176
34,615
9,240
3,122
29,970
-
-
-
11,868
2,070
60,075
-
-
-
-
-
-
-
-
-
-
-
3.45
0.22
9.32
-
-
1.69
$ 8,321
3,619
24,960
12,504
5,607
14,306
13,176
34,615
9,240
3,122
29,970
-
-
-
11,868
2,070
60,075

(Continued)

  • 35 -
Holding
Company Name
Type and Name of Marketable Securities
(Note 1)
Relationship with
the Holding
Company
Financial Statement Account September 30,2021 September 30,2021 Note
Number of Shares Carrying Amount Percentage of
Ownership
(%)
Fair Value
Zerone Win
Investment
Co., Ltd.
Petacom
Technology
Co., Ltd.
Zotech Co., Ltd.
LEO Systems, Inc.
GrandTech C.G. Systems Inc.
InfinitiesSoft Solutions Inc.
FiduciaEdge Technologies Co., Ltd.
Beneficiary certificates
Taishin 1699 Money Market Fund
Stock
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 FVTPL
current
Financial assets at FVTOCI
non-current
20,000
70,000
857,143
500,000
1,185,097
200,000
$ 469
3,454
20,571
7,500
16,201
9,890
0.02
0.12
8.82
4.20
-
-
$ 469
3,454
20,571
7,500
16,201
9,890

(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 and associates, please refer to Table 4 & 5.

  • 36 -

ZERO ONE TECHNOLOGY CO., LTD.AND SUBSIDIARIES

INFORMATION ON INVESTEES

FOR NINE MONTHS ENDED SEPTEMBER 30, 2021

Table3 (In Thousands of New Taiwan Dollars)

No.
(Note 1)
Investee Company Counterparty Relationship
(Note 2)
Transaction Details Transaction Details
Financial Statement Accounts Amount
(Note 4)
Payment
Terms
% of Total Sales or Assets
(Note 3)
0 ZOTC WingWill International Co., Ltd.
Techone (Shanghai) Co., Ltd.
1
1
Sales revenue
Trade receivables
Other trade receivables
Sales revenue
$ 26,210
8,178
5,010
7,280
Note 5
Note 5
Note 5
Note 5
-
-
-
-
  • Note 1:Business between the parent and subsidiaries is numbered as follows:

  • Parent:0.

  • Subsidiaries are numbered from 1 in order.

  • Note 2:Three types of relationship between parties are numbered as follows:

  • Parent to subsidiary.

  • Subsidiary to parent.

  • Between subsidiaries.

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

  • 37 -

ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES

INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS FOR NINE MONTHS ENDED SEPTEMBER 30, 2021

Table 4 ; (In Thousands of New Taiwan Dollars)

Investor Investee Location Main Businesses Original Investment Amount Original Investment Amount As of September 30,2021 As of September 30,2021 As of September 30,2021 Net Income
(Loss) of the
Investee
Share of Profit
(Loss)
Note
September 30,
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.
DigiCosmos
Tech. Co.,
Ltd.
TrustOne
Security Inc.
Leukocyte-Lab
Co. Ltd
Taipei City
Taipei City
Republic of
Seychelles
Taipei City
Taipei City
Taipei City
Taipei City
Taipei City
Manufacturing for
computer
equipment
Investment

Holding company
Services of cloud
information
software
Services of
distribution of
information
product
Services of
distribution of
information
product
R&D, sale and
service of
information
software
Information security
management,
sales and
consulting
service etc.
$ 35,000
300,000
10,063
25,500
50,000
50,000
4,000

11,500
$ 35,000

149,000

10,063

25,500

50,000

-

-

-
3,500,000
30,000,000

320,000
8,793,103
50,000,000
5,000,000
4,000,000
240,0000
85.37
100.00
100.00
87.93
100.00
100.00
32.00
37.50
$ 37,098
326,939
10,642
969
41,995
50,000
2,127
11,500
( $ 6,938 )
(
9,930 )

1,277
(
5,700 )
(
5,556 )

-
(
5,852 )

-
( $ 5,923 )
(
9,930 )

1,277
(
5,012 )
(
5,556 )

-
(
1,873 )
-
Subsidiary
Subsidiary
Subsidiary
Sub-
subsidiary
Sub-
subsidiary
Sub-
subsidiary
Associate
Associate

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

  • 38 -

ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES

INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR NINE MONTHS ENDED SEPTEMBER 30, 2021 Table 5

(In Thousands of New Taiwan Dollars/Foreign Currency)

Investee
Company
Main
Businesses
and Products
Paid-in Capital Paid-in Capital Method of
Investment
Accumulated
Outward
Remittance for
Investment from
Taiwan as of
January 1, 2021
Accumulated
Outward
Remittance for
Investment from
Taiwan as of
January 1, 2021
Remittance of Funds Remittance of Funds Accumulated
Outward
Remittance for
Investment
from Taiwan as
of September
30, 2021

Net
Income
(Loss) of
the
Investee
%
Ownership
of Direct or
Indirect
Investment
Investment
Gain (Loss)
(Note 2)
Carrying
Amount as
of
September
30, 2021
Accumulated
Repatriation of
Investment
Income as of
September 30,
2021
Note


Outward
Inward
Techone
(Shanghai)
Co., Ltd.

Services of
Network
Technology
$ 12,915
( RMB
3,000 )
(Note 1) $ 9,118 $ - $ - $ 9,118 $ 1,881 70% $ 1,316 $ 10,320 $ -
Accumulated Outward Remittance for
Investments in Mainland China as of
September 30, 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 $ 1,643,208

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 September 30, 2021.

Note 3 Determined by sixty percent (60%) of the Company’s net worth, reviewed by CPAs on September 30, 2021 (2,738,680×60% 1,643,208 )。

  • Note 4 For foreign currency conversion, gain (loss) are converted by the average exchange rate in 2021 Q3. Other amounts are converted into New Taiwan Dollars by the exchange rate on September 30, 2021.

  • 39 -

ZERO ONE TECHNOLOGY CO., LTD. AND SUBSIDIARIES

INFORMATION ON MAJOR SHAREHOLDERS SEPTEMBER 30, 2021

Table 6

Shareholders Shares Shares
Number of Shares Ownership Percentage
Ceres Investment Co., Ltd. 9,506,594 7.49%

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

  • 40 -