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Zyxel Group Annual Report 2021

Nov 4, 2021

52370_rns_2021-11-04_00eb2579-73ed-46cc-b94a-2bfee08005a4.pdf

Annual Report

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Stock Code:3704

Unizyx Holding Corporation and Subsidiaries

Consolidated Financial Statements

With Independent Auditors' Report For the Years Ended December 31, 2021 and 2020

Address: 3F, No. 363, Section 2, Gongdao 5th Rd, Hsinchu City, Taiwan Telephone: (03)578-8838

The independent auditors' report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' report and consolidated financial statements, the Chinese version shall prevail.

Table of contents

Contents Page
1.
Cover Page
1
2.
Table of Contents
2
3.
Representation Letter
3
4.
Independent Auditors'
Report
4
5.
Consolidated Balance Sheets
5
6.
Consolidated Statements of Comprehensive Income
6
7.
Consolidated Statements of Changes in Equity
7
8.
Consolidated Statements of Cash Flows
8
9.
Notes to the Consolidated Financial Statements
(1)
Company history
9~10
(2)
Approval date and procedures of the consolidated financial
statements
10
(3)
New standards, amendments and interpretations adopted
10~11
(4)
Summary of significant accounting policies
11~31
(5)
Major sources of accounting judgments, estimations and
assumptions of uncertainty
32~33
(6)
Explanation of significant accounts
33~71
(7)
Related-party transactions
71~73
(8)
Pledged assets
73
(9)
Commitments and contingencies
74~75
(10)
Losses due to major disasters
75
(11)
Subsequent events
75
(12)
Other
75
(13)
Other disclosures
(a)
Information on significant transactions
75~76、79~90
(b)
Information on investees (excluding information on investees in
Mainland China)
76、91~94
(c)
Information on investment in Mainland China
76、95~96
(d)
Major shareholders
76
(14)
Segment information
77~78

Representation Letter

The entities that are required to be included in the combined financial statements of Unizyx Holding Corporation as of and for the year ended December 31, 2021 under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports, and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with International Financial Reporting Standards No. 10, "Consolidated Financial Statements", endorsed by the Financial Supervisory Commission. In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, Unizyx Holding Corporation and Subsidiaries do not prepare a separate set of combined financial statements.

Company name: Unizyx Holding Corporation Chairman: Shun-I Chu Date: March 14, 2022

Consolidated Balance Sheets

December 31, 2021 and 2020

(Expressed in thousands of New Taiwan Dollars)

December 31, 2021 December 31, 2020 December 31, 2021 December 31, 2020
Assets Amount % Amount % Liabilities and Equity Amount % Amount %
Current assets: Current liabilities:
Cash and cash equivalents (note 6(1)) \$
5,293,484
25 4,078,159 21 Short-term borrowings (notes 6(12) and 8) \$
1,557,000
7 1,614,247 8
Financial assets at fair value through profit or loss-current (note 6(2)) 147,076 1 - - Short-term notes and bills payable (note 6(13)) 200,000 1 300,000 2
Financial assets at amortized cost-current (notes 6(3) and 8) 281,149 1 569,159 3 Financial liabilities at fair value through profit or loss-current (note 6(2)) 124 - 46,359 -
Notes and accounts receivable, net (note 6(5)) 5,520,935 26 5,841,093 30 Contract liabilities-current (note 6(22)) 175,314 1 74,760 -
Accounts receivable-related parties, net (note 7) 21,995 - 4,794 - Notes and accounts payable 4,820,240 23 5,232,851 27
Other receivables-related parties (note 7) 3,071 - 5,959 - Accounts payable-related parties (note 7) 181,775 1 546,513 3
Inventories (note 6(6)) 6,212,269 29 4,900,890 25 Payroll and bonus payable 867,201 4 788,435 4
Other financial assets-current 28,415 - 89,467 - Royalty payable 96,361 - 169,340 1
Other current assets, others 496,219 2 918,884 5 Other payables-related parties (note 7) 8,618 - 46,489 -
18,004,613 84 16,408,405 84 Income tax payable 179,272 1 91,938 -
Non-current assets: Provision for warranty obligations-current (note 6(15)) 495,545 3 546,982 3
Financial assets at fair value through other comprehensive income-non-current 25,713 - 26,999 - Lease liabilities-current (note 6(16)) 39,181 - 46,575 -
(note 6(4)) Other current liabilities, others 903,698 4 1,077,049 6
Financial assets at amortized cost-non-current (notes 6(3) and 8) 104,659 - 70,669 - 9,524,329 45 10,581,538 54
Investments accounted for using the equity method (note 6(7)) 16,292 - 24,059 - Non-current liabilities:
Property, plant and equipment, net (notes 6(9) and 8) 1,699,145 8 1,592,121 8 Bonds payable (note 6(14)) 1,896,234 9 - -
Right-of-use assets (note 6(10)) 418,997 2 471,029 3 Deferred income tax liabilities (note 6(18)) 339,904 1 251,828 2
Intangible assets, net (note 6(11)) 361,893 2 259,758 1 Lease liabilities-non-current (note 6(16)) 399,908 2 443,497 2
Deferred income tax assets (note 6(18)) 547,606 3 513,652 3 Net defined benefit liabilities (note 6(17)) 12,979 - 5,496 -
Refundable deposits (note 8) 135,391 1 131,690 1 Guarantee deposits received 711 - 575 -
Net defined benefit assets (note 6(17)) 66,075 - 69,783 - 2,649,736 12 701,396 4
Other non-current assets 13,290 - 21,000 - Total liabilities 12,174,065 57 11,282,934 58
3,389,061 16 3,180,760 16 Equity (note 6(19)):
Equity attributable to the shareholders of the parent company:
Capital stock 4,536,148 21 4,476,438 23
Capital surplus 3,680,924 17 3,827,886 20
Retained earnings 1,513,771 7 447,480 2
Other equity (462,103) (2) (351,910) (2)
Treasury stock (198,448) (1) (120,861) (1)
9,070,292 42 8,279,033 42
Non-controlling interests 149,317 1 27,198 -
Total equity 9,219,609 43 8,306,231 42
Total assets \$
21,393,674 100
19,589,165 100 Total liabilities and equity \$
21,393,674 100
19,589,165 100
December 31, 2021 December 31, 2020
9,524,329 45 10,581,538 54
2,649,736 12 701,396 4
9,070,292 42 8,279,033 42

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2021 and 2020

(Expressed in thousands of New Taiwan Dollars, except for earnings per share)

2021 2020
Amount % Amount %
Operating revenues (notes 6(22) and 7) \$ 25,681,970 100 22,250,630 100
Cost of goods sold (notes 6(6) and 7) 19,621,452 76 16,470,531 74
Gross profit 6,060,518 24 5,780,099 26
Operating expenses (note 7):
Selling and marketing 2,021,928 8 2,044,671 9
General and administrative 893,502 3 845,039 4
Research and development 1,718,432 7 1,599,814 7
Expected credit loss (reversed gain) (note 6(5)) 1,222 - (2,119) -
Total operating expenses 4,635,084 18 4,487,405 20
Operating income (loss) 1,425,434 6 1,292,694 6
Non-operating income (expenses):
Other income (notes 6(23) and 7) 73,430 - 185,179 1
Other gains and losses (note 6(23)) 171,074 1 (71,072) -
Shares of gain (loss) of associates accounted for using the equity method, net
(note 6(7)) (6,585) - (12,450) -
Interest income 16,351 - 14,471 -
Interest expense (note 6(23)) (29,133) - (23,311) -
Foreign exchange loss, net (note 6(25)) (212,507) (1) (209,623) (1)
12,630 - (116,806) -
Income (loss) before income taxes 1,438,064 6 1,175,888 6
Income tax expenses (note 6(18)) 342,605 2 344,887 2
Net income (loss) 1,095,459 4 831,001 4
Other comprehensive income (loss):
Items that will not be reclassified subsequently to profit or loss
Remeasurements of defined benefit plans (note 6(17)) (11,069) - (18,094) -
Unrealized gains (losses) from investments in equity instruments measured at
fair value through other comprehensive income (note 6(19)) (1,286) - 9,068 -
Total items that will not be reclassified subsequently to profit or loss (12,355) - (9,026) -
Items that may be reclassified subsequently to profit or loss
Exchange differences on translation of foreign financial statements (162,198) - 127,975 -
Income tax related to components of other comprehensive income that will
be reclassified to profit or loss (note 6(18)) 32,124 - (25,562) -
Total items that may be reclassified subsequently to profit or loss (130,074) - 102,413 -
Other comprehensive income for the year (142,429) - 93,387 -
Total comprehensive income for the year \$
953,030
4 924,388 4
Net income (loss) attributable to:
Shareholders of the parent company \$
1,096,700
4 827,944 4
Non-controlling interests (1,241) - 3,057 -
\$
1,095,459
4 831,001 4
Total comprehensive income attributable to:
Shareholders of the parent company \$
956,098
4 921,167 4
Non-controlling interests (3,068) - 3,221 -
\$
953,030
4 924,388 4
Earnings per share (New Taiwan Dollars) (note 6(21)):
Basic earnings per share \$ 2.49 1.91
Diluted earnings per share \$ 2.45 1.90

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

Unizyx Holding Corporation and subsidiaries

Consolidated Statements of Changes in Equity

For the years ended December 31, 2021 and 2020

(Expressed in thousands of New Taiwan Dollars)

Equity attributable to the shareholders of the parent company
Total other equity interest
Retained earnings Exchange Unrealized
gains
(losses) on
financial
assets
Subtotal of
Capital
stock
Advance
receipts for
share capital
Total share
capital
Capital
surplus
Legal
Special
reserve
reserve
Unappropriated
retained
earnings
(Accumulated
deficits)
Total
differences
measured at
on translation
fair value
of foreign
through other
financial
comprehensive
statements
income
Treasury
stock
equity
attributable
to the
shareholders
of the parent
Non
controlling
interests
Total equity
Balance at January 1, 2020
\$
4,411,773 - 4,411,773 3,755,876 279,833 200,347 (842,550) (362,370) (395,821) (67,406) (463,227) (120,861) 7,221,191 20,777 7,241,968
Net income (loss) for the period - - - - - - 827,944 827,944 - - - - 827,944 3,057 831,001
Other comprehensive income (loss) for the period - - - - - - (18,094) (18,094) 102,249 9,068 111,317 - 93,223 164 93,387
Total comprehensive income (loss) for the period - - - - - - 809,850 809,850 102,249 9,068 111,317 - 921,167 3,221 924,388
Share-based payments - - - 37,563 - - - - - - - - 37,563 - 37,563
Exercise of employee stock options - 64,665 64,665 14,226 - - - - - - - - 78,891 - 78,891
Changes in ownership interests in subsidiaries accounted for
using the equity method
- - - 20,221 - - - - - - - - 20,221 (20,221) -
Increase in non-controlling interests - - - - - - - - - - - - - 40,000 40,000
Decrease in non-controlling interests due to losing control - - - - - - - - - - - - - (16,579) (16,579)
Balance at December 31, 2020 4,411,773 64,665 4,476,438 3,827,886 279,833 200,347 (32,700) 447,480 (293,572) (58,338) (351,910) (120,861) 8,279,033 27,198 8,306,231
Net income (loss) for the period - - - - - - 1,096,700 1,096,700 - - - - 1,096,700 (1,241) 1,095,459
Other comprehensive income (loss) for the period - - - - - - (10,946) (10,946) (128,370) (1,286) (129,656) - (140,602) (1,827) (142,429)
Total comprehensive income (loss) for the period - - - - - - 1,085,754 1,085,754 (128,370) (1,286) (129,656) - 956,098 (3,068) 953,030
Appropriation and distribution of retained earnings:
Legal reserve used to offset accumulated deficits - - - - (32,700) - 32,700 - - - - - - - -
Exercise of disgorgement - - - 2 - - - - - - - - 2 - 2
Cash dividends distributed from capital surplus - - - (223,822) - - - - - - - - (223,822) - (223,822)
Reorganization - - - - - - (19,463) (19,463) 19,463 - 19,463 - - - -
Share-based payments
Changes in ownership interests in subsidiaries accounted for
using the equity method
-
-
-
-
-
-
41,124
(15,041)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
41,124
(15,041)
9,106
15,041
50,230
-
Cash dividends received by subsidiaries from the parent
company
- - - 4,062 - - - - - - - - 4,062 - 4,062
Disposal of the Company's share by subsidiaries recognized
as treasury share transactions
- - - 34,510 - - - - - - - 16,022 50,532 - 50,532
Exercise of employee stock options 78,235 (18,525) 59,710 12,203 - - - - - - - - 71,913 - 71,913
Purchase of treasury stock - - - - - - - - - - - (93,609) (93,609) - (93,609)
Increase in non-controlling interests - - - - - - - - - - - - - 102,040 102,040
Cash dividends paid to non-controlling interests - - - - - - - - - - - - - (1,000) (1,000)
Balance at December 31, 2021
\$
4,490,008 46,140 4,536,148 3,680,924 247,133 200,347 1,066,291 1,513,771 (402,479) (59,624) (462,103) (198,448) 9,070,292 149,317 9,219,609

Consolidated Statements of Cash Flows

For the years ended December 31, 2021 and 2020

(Expressed in thousands of New Taiwan Dollars)

2021 2020
Cash flows from operating activities:
Income (loss) before income tax \$
1,438,064
1,175,888
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense 273,734 268,051
Amortization expense 93,155 95,806
Expected credit loss (reversed gain) 1,222 (2,119)
Provision for warranties and after service cost 21,454 54,620
Provision of allowance for sales discounts 66,833 119,161
Net loss (profit) on financial assets or liabilities at fair value
through profit or loss
(162,875) 57,091
Interest expense 29,133 23,311
Interest income (16,351) (14,471)
Dividend income (2,830) -
Share-based payments 50,230 37,563
Share of loss of associates accounted for using the equity method 6,585 12,450
Gain on disposal of property, plant and equipment (2,397) (109)
Loss on disposal of intangible assets - 164
Loss on liquidation of subsidiaries - 71
Reversal of inventory obsolescence loss (35,515) (113,239)
Others 2,111 859
Total adjustments to reconcile profit (loss) 324,489 539,209
Changes in operating assets and liabilities:
Changes in operating assets:
Financial assets or liabilities at fair value through profit or
loss
81,725 (11,150)
Notes and accounts receivable (including related parties) 308,466 (1,096,506)
Other receivables-related parties 2,888 (4,227)
Inventories (1,245,722) (1,244,079)
Other operating assets 385,435 (176,900)
Total changes in operating assets (467,208) (2,532,862)
Changes in operating liabilities:
Notes and accounts payable (including related parties) (777,349) 2,350,568
Other payables-related parties (37,871) 46,489
Other operating liabilities
Net defined benefit assets and liabilities
(186,197)
122
44,111
(573)
Total changes in operating liabilities (1,001,295) 2,440,595
Total changes in operating assets and liabilities (1,468,503) (92,267)
Total adjustments (1,144,014) 446,942
Cash inflow generated from operations 294,050 1,622,830
Interest received 15,908 13,826
Dividends received 3,768 2,158
Interest paid (22,534) (23,188)
Income taxes paid (85,843) (68,873)
Net cash flows from operating activities 205,349 1,546,753

(Continued)

Consolidated Statements of Cash Flows (continue)

For the years ended December 31, 2021 and 2020

(Expressed in thousands of New Taiwan Dollars)

2021 2020
Cash flows from investing activities:
Acquisition of financial assets at amortized cost (892,574) (1,039,062)
Proceeds from repayments of financial assets at amortized cost 1,139,766 419,062
Acquisition of financial assets at fair value through profit or loss (304,723) -
Proceeds from disposal of financial assets at fair value through profit
or loss
192,564 -
Net cash outflow from loss of control of subsidiaries - (33,584)
Net cash outflow from acquisition of subsidiaries (8,755) (85,273)
Acquisition of property, plant and equipment (379,636) (175,819)
Proceeds from disposal of property, plant and equipment 35,714 962
Decrease (increase) in refundable deposits (3,701) 24,265
Acquisition of intangible assets (183,994) (187,833)
Proceeds from disposal of intangible assets 280 -
Increase in other non-current assets (17,047) (27,181)
Net cash flows used in investing activities (422,106) (1,104,463)
Cash flows from financing activities:
Increase in short-term borrowings 14,819,598 6,595,762
Decrease in short-term borrowings (14,876,384) (6,611,976)
Increase in short-term notes and bills payable 1,390,000 806,000
Decrease in short-term notes and bills payable (1,490,000) (506,000)
Proceeds from issuing bonds (deducting issuance costs) 1,895,650 -
Increase in guarantee deposits received 178 33
Payment of lease liabilities (46,440) (49,439)
Cash dividends distributed from capital surplus (219,760) -
Exercise of employee stock options 71,913 78,891
Purchase of treasury shares (93,609) -
Proceeds from disposal of treasury shares 50,532 -
Exercise of disgorgement 2 -
Increase in non-controlling interests 102,040 40,000
Cash dividends paid to non-controlling interests (1,000) -
Net cash flows from financing activities 1,602,720 353,271
Effect of exchange rate changes on cash and cash equivalents (170,638) 63,250
Net increase in cash and cash equivalents 1,215,325 858,811
Cash and cash equivalents at the beginning of period 4,078,159 3,219,348
Cash and cash equivalents at the end of period
\$
5,293,484 4,078,159

Notes to the Consolidated Financial Statements

For the years ended December 31, 2021 and 2020

(expressed in thousands of New Taiwan Dollars unless otherwise specified)

1. Company history

Unizyx Holding Corporation (the " Unizyx" ) was incorporated on August 16, 2010. Unizyx was set up through a share swap with Zyxel Communications Corp. (" Zyxel" ). The shares of Unizyx have been authorized by the Financial Supervisory Commission, R.O.C. ("FSC") and are traded on the Taiwan Stock Exchange (TSE). The address of its registered office and principal place of business is 3F, No. 363, Sec. 2, Gongdao 5th Rd., Hsinchu City, Taiwan. Unizyx's main activity is investment.

As approved by the Unizyx's and Zyxel's Board of Directors meeting on October 15, 2010, MitraStar Technology Corp. ("MitraStar" ), an OEM/ODM Business Unit of Zyxel, was spun off from Zyxel and became a 100%-held subsidiary of Unizyx on January 1, 2011. Zyxel and MitraStar will focus on and optimize their operations in different areas of the communication product value chain, with one focusing on Zyxel brand communication product marketing and sales, and the other concentrating on communication technology development and product manufacturing. The focused and optimized operation of each subsidiary is expected to increase the overall efficiency of the Zyxel group. Zyxel spun off net operating assets amounting to \$3,530,734 to MitraStar and exchanged one share of MitraStar's common stock valued at New Taiwan Dollars (TWD) 10 per share for each share of Zyxel's stock valued at TWD 10.51 per share. Unizyx acquired 336,081 thousand shares of MitraStar's new issued common stock, and Zyxel and MitraStar became 100%-held subsidiaries of Unizyx.

Zyxel was incorporated on August 16, 1989, at the Hsinchu Science-based Industrial Park. The shares of Zyxel were traded on the TSE beginning on August 12, 1999. Zyxel's main activities include the research, development, production and sale of high-speed multi-mode modems and application-specific chipsets (ASICs), secure telephones, network modems, digital video coders and decoders, wide area networks (WANs), local area networks (LANs), and integrated service digital network (ISDN) equipment. In addition, it provides related consulting and design services and imports and exports related products. The stock of Zyxel stopped being publicly traded on September 2, 2010, as approved by the Securities and Futures Bureau.

MitraStar was incorporated on November 12, 2010, at the Hsinchu Science-based Industrial Park. MitraStar's main activities included manufacturing of wired communication equipment and apparatus, electronic parts and components, restrained telecom radio frequency equipment and materials, computer and computing peripheral equipment, data storage media and duplicating, wholesaling of computer software, restrained telecom radio frequency equipment and materials importing, software design services, digital information supply services, etc.

As approved by Unizyx's and Zyxel's Board of Directors meeting on February 26, 2019, in order to improve market competitiveness and increase the overall operating efficiency of the Company, Zyxel Networks Corporation ("ZNet") and its subsidiary Zyxel Networks A/S ("ZNet AS") were spun off from Zyxel and its subsidiary to become 100%-held subsidiaries of Unizyx on April 1, 2019. Zyxel spun off its channel business related net operating assets amounting to \$1,200,000 to ZNet, and exchanged one share of ZNet's common stock valued at TWD 10 per share for each share of Zyxel' s stock valued at TWD 16.56 per share. Unizyx acquired 72,450 thousand shares of ZNet's new issued common stock in total, and Zyxel and ZNet were 100%-held subsidiaries of Unizyx.

The consolidated financial statements as of December 31, 2021 and 2020, included Unizyx and its subsidiaries (hereinafter refer to as the "Company").

2. Approval date and procedures of the consolidated financial statements:

The consolidated financial statements were authorized for issue by the Board of Directors on March 14, 2022.

3. New standards, amendments and interpretations adopted:

(1) The impact of the International Financial Reporting Standards ("IFRSs") endorsed by FSC which have already been adopted.

The Company has initially adopted the following new amendments, which do not have a significant impact on its consolidated financial statements, from January 1, 2021:

  • Amendments to IFRS 4 "Extension of the Temporary Exemption from Applying IFRS 9"
  • Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 " Interest Rate Benchmark Reform—Phase 2"

The Company has initially adopted the following new amendments, which do not have a significant impact on its consolidated financial statements, from April 1, 2021.

  • Amendments to IFRS 16 "Covid-19-Related Rent Concessions beyond June 30, 2021"
  • (2) The impact of IFRS issued by the FSC but not yet effective

The Company assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2022, would not have a significant impact on its consolidated financial statements.

  • 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"

(3) The impact of IFRS issued by IASB but not yet endorsed by the FSC

The new and amended standards, which have yet to be endorsed by the FSC, are as follows:

  • 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" and amendments to IFRS 17 " Insurance Contracts"
  • 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"

As of the reporting date, except for IFRS 17 " Insurance Contracts" and its related amendments are not relevant to the Company, the Company is evaluating the impact of its initial adoption of the remaining standards or interpretations on its consolidated financial position and consolidated financial performance. The results thereof will be disclosed when the Company completes its evaluation.

4. Summary of significant accounting policies:

The significant accounting policies presented in the consolidated financial statements are summarized as follows. Except for those described individually, the significant accounting policies have been applied consistently to all the periods presented in the consolidated financial statements.

(1) Statement of compliance

The accompanying consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers in the Republic of China (hereinafter referred to as the Regulations), International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations and SIC Interpretations endorsed by the FSC (hereinafter referred to as "IFRS endorsed by the FSC").

  • (2) Basis of preparation
  • A. Basis of measurement

The consolidated financial statements have been prepared on a historical cost basis except for the following material items in the consolidated statement of balance sheets:

  • (a) Financial assets at fair value through other comprehensive income are measured at fair value;
  • (b) Financial assets at fair value through profit or loss are measured at fair value (including derivative financial instruments);
  • (c) The net defined benefit liability (asset) is recognized based on the fair value of the plan assets, less, the present value of the defined benefit obligation.

B. Functional and presentation currency

The functional currency of each entity is determined based on the primary economic environment in which the entity operates. TWD is Unizyx's functional currency, which is also the Company' s presentation currency. Unless otherwise noted, all financial information presented in TWD has been rounded to the nearest thousand.

  • (3) Basis of consolidation
  • A. Principle of preparation of the consolidated financial statements

The consolidated financial statements comprise Unizyx and its subsidiaries.

The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. Intragroup balances and transactions, and any unrealized income and expenses arising from Intragroup transactions are eliminated in preparing the consolidated financial statements. The Company attributes the profit or loss and each component of other comprehensive income to the owners of Unizyx and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.

The Company prepares consolidated financial statements using uniform accounting policies for alike transactions and other events in similar circumstances.

Changes in the Company's ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received will be recognized directly in equity, and the Company will attribute it to the owners of Unizyx.

B. List of subsidiaries in the consolidated financial statements

The consolidated entities were as follows:

Percentage of
Ownership (%)
Name of
Investor
Name of Subsidiary Business Nature December
31, 2021
December
31, 2020
note
Unizyx Zyxel Development, manufacturing
and sales of communications
and networking products
100 % 100 %
Unizyx MitraStar Development, manufacturing
and sales of communications
and networking products
100 % 100 %
Unizyx ZNet Development and sales of
communications and
networking products
94 % 100 % note 1
Percentage of
Ownership (%)
Name of
Investor
Name of Subsidiary Business Nature December
31, 2021
December
31, 2020
note
Unizyx Black Cat
Incorporation (Black
Cat)
Development and sales of
information security products,
and consultant management
services
67 % 67 %
Zyxel ZyChamp Investment
Co., Ltd. (Zychamp)
Investment activities 100 % 100 %
Zyxel Zyxel Communications
Inc. (ZyUSA)
Sales and marketing 100 % 100 %
Zyxel Zyxel Communications
A/S (ZyAS)
Sales and marketing 100 % 100 %
Zyxel Zyxel R&D Center
GmbH (Gemini)
Development of
communications and
networking products
- 100 % note 2
Zyxel Zyxel Iletisim
Teknolojileri A.S.
(ZyTR)
Sales and marketing 100 % 100 %
Zyxel Zyxel Communications
Do Brasil Ltda. (ZyBR)
Sales and marketing 100 % 100 %
MitraStar Bluebell Overseas Ltd.
(Bluebell)
Investment activities 100 % 100 %
MitraStar Wuxi Genezys
Technology Ltd.
(Genezys)
Development of
communications and
networking products
100 % 100 %
MitraStar Shanghai Monetics
Telecommunications
Corporation (Monetics)
Sales of communications,
networking products and
network technology transfer
service
100 % 100 %
MitraStar XSquare
Communications
Corporation (XSquare)
Development and sales of
communications and
networking products
92 % 100 % note 1
ZNet Zytpe Communications
Corporation (ZyTPE)
Development and sales of
communications and
networking products
100 % 100 %
ZNet Zyxel Technology India
Pvt Ltd. (ZNet IN)
Sales and marketing 100 % 100 %
Percentage of
Ownership (%)
Name of
Investor
Name of Subsidiary Business Nature December
31, 2021
December
31, 2020
note
ZNet Zyxel Online OU
(ZNet EE)
Sales and marketing - 100 % note 3
ZNet Zyxel Communications
(Shanghai) Co., Ltd.
(ZNet SHA)
Sales of communications,
networking products and
technical consulting service
100 % 100 %
ZNet Zyxel Networks A/S
(ZNet AS)
Sales and marketing 100 % 100 %
ZNet Zyxel (Thailand)
Company, Ltd.
(ZNet TH)
Sales and marketing 100 % 100 %
ZNet Tianjin Huagin
Communications
Equipment Co., Ltd.
(Tianjin Huagin)
Sales of communications and
networking products and
technical consulting service
95 % 95 %
ZNet Zyxel Korea Co., Ltd.
(ZNet KR)
Sales and marketing 65 % 65 %
Bluebell Wuxi MitraStar
Technology Co., Ltd.
(Wuxi MSTC)
Manufacturing and sales of
communications and
networking products and
technical consulting service
100 % 100 %
ZyAS Zyxel Deutschland
GmbH (ZyDE)
Sales and marketing 100 % 100 %
ZyAS Zyxel Communications
UK Ltd. (ZyUK)
Sales and marketing 100 % 100 %
ZyAS Zyxel Communications
Czech s.r.o. (ZyCZ)
Sales and marketing 100 % 100 %
ZyAS Zyxel Communications
Iberia S.L (ZyES)
Sales and marketing 100 % 100 %
ZyAS Zyxel Communications
Italy S.r.l (ZyIT)
Sales and marketing 100 % 100 %
ZyAS Gemini Development of
communications and
networking products
100 % - note 2
ZNet AS Zyxel Communications
B.V. (ZNet BNL)
Sales and marketing 100 % 100 %
Percentage of
Ownership (%)
Name of
Investor
Name of Subsidiary Business Nature December
31, 2021
December
31, 2020
note
ZNet AS Zyxel Communications
RU LLC (ZNet RUS)
Sales and marketing 100 % 100 %
ZNet AS Zyxel France (ZNet
FR)
Sales and marketing 100 % 100 %
ZyUSA Flatworld Networks
LLC (Flatworld)
Sales and marketing - - note 4
  • Note 1: ZNet and XSquare increased its authorized share capital by cash and reserved new shares for subscription by employees in December 2021 and October 2021, respectively. Therefore, the percentage of ownership in ZNet and XSquare by the Company decreased from 100% to 94% and from 100% to 92%, respectively.
  • Note 2: Sphairon GmbH (a Zyxel Company) changed its name to Zyxel R&D Center GmbH (Gemini) in September 2021. For the purpose of adjustment of group structure, in October 2021, Zyxel sold the holding shares in Gemini to ZyAS with the carrying amount of the investment in Gemini.
  • Note 3: ZNet EE was liquidated in July 2021.
  • Note 4: Flatworld is a structured entity. The entity is established only with nominal capital, with its main source of funding from ZyUSA. It is controlled by ZyUSA, providing sale and marketing of obsolete stocks for ZyUSA. As a result, it is considered as a subsidiary of ZyUSA.
  • C. Subsidiaries not included in the consolidated financial statements: None.
  • D. Change in subsidiaries included in the consolidated financial statements:

The Company did not obtain the majority seats of the board of Ardomus Networks Corporation (Ardomus) during the election in July 2020, resulting in a loss of control over Ardomus. Thereafter, Ardomus was no longer included in the consolidated financial statements since the date of loss of control. For detailed description, please refer to note 6(8).

  • (4) Foreign currencies
  • A. Foreign currency transactions

Transactions in foreign currencies are translated into the respective functional currencies of consolidated entities at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period (hereinafter referred as " the reporting date" ), monetary items denominated in foreign currencies are translated into the functional currencies using the exchange rate at that date.

Non-monetary items denominated in foreign currencies that are measured at fair value are translated into the functional currencies using the exchange rate at the date that the fair value was determined. Non-monetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the transaction. Exchange differences are generally recognized in profit or loss, except for an investment in equity securities designated as at fair value through other comprehensive income, which are recognized in other comprehensive income.

B. Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into TWD at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into TWD at the average rate. Exchange differences are recognized in other comprehensive income.

When a foreign operation is disposed of such that control or significant influence is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Company disposes of any part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reclassified to non-controlling interests. When the Company disposes of only part of investment in an associate or joint venture that includes a foreign operation while retaining significant influence, the relevant proportion of the cumulative amount is reclassified to profit or loss.

When the settlement of a monetary receivable from or payable to a foreign operation is neither planned nor likely to occur in the foreseeable future. Exchange differences arising from such a monetary item that are considered to form part of the net investment in the foreign operation are recognized in other comprehensive income.

(5) Classification of current and non-current assets and liabilities

An asset is classified as current under one of the following criteria, and all other assets are classified as non-current.

An entity shall classify an asset as current when:

  • A. It is expected to be realized, or intended to be sold or consumed, in the normal operating cycle;
  • B. It is held primarily for the purpose of trading;
  • C. It is expected to be realized within twelve months after the reporting period; or
  • D. The asset is cash or a cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

A liability is classified as current under one of the following criteria, and all other liabilities are classified as non-current.

An entity shall classify a liability as current when:

  • A. It is expected to be settled in the normal operating cycle;
  • B. It is held primarily for the purpose of trading;
  • C. It is due to be settled within twelve months after the reporting period; or
  • D. It does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by issuing equity instruments do not affect its classification.
  • (6) Cash and cash equivalents

Cash and cash equivalents comprise cash, cash in bank, and time deposits with maturities of less than three months. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. Time deposits with maturities of less than three months used for short-term cash commitments instead of investment or other purposes are classified as cash and cash equivalents.

(7) Financial instruments

Accounts receivable are recognized when they are originated. All other financial assets and liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus transaction costs that are directly attributable to its acquisition or issue. An accounts receivable without a significant financing component is initially measured at the transaction price.

A. Financial assets

All regular way purchases or sales of financial assets are recognized and unrecognized on a trade date basis.

On initial recognition, a financial asset is classified as measured at amortized cost, FVTOCI – equity investment, or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

(a) Financial assets measured at amortized cost

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

• it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

• its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

These assets are subsequently measured at amortized cost, which is the amount measured at initial recognition, plus/minus, the cumulative amortization using the effective interest method, adjusted for any loss allowance. Interest income, foreign exchange gains and losses, as well as impairment, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

(b) Fair value through other comprehensive income (FVTOCI)

A debt investment is measured at FVTOCI if it meets both of the following conditions and is not designated as at FVTPL:

  • it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
  • its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment's fair value in other comprehensive income. This election is made on an instrument-by-instrument basis.

Equity investments at FVTOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.

Dividend income is recognized in profit or loss on the date on which the Company's right to receive payment is established.

(c) Fair value through profit or loss (FVTPL)

All financial assets not classified as amortized cost or FVTOCI described as above are measured at FVTPL, including derivative financial assets.

These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.

(d) Impairment of financial assets

The Company recognizes loss allowances for expected credit losses (ECL) on financial assets measured at amortized cost (including cash and cash equivalents, financial assets at amortized costs, notes and accounts receivable (including from related parties), other receivables (including from related parties), refundable deposits and other financial assets).

The Company measures loss allowances at an amount equal to ECL, except for the following which are measured by 12-month ECL:

  • debt securities that are determined to have low credit risk at the reporting date;and
  • other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.

Loss allowance for trade receivables are always measured at an amount equal to lifetime ECL.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Company's historical experience and informed credit assessment as well as forwardlooking information.

Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.

12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).

The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk.

The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 90 days past due.

The Company considers a financial asset to be in default when the financial asset is more than 180 days past due or the borrower is unlikely to pay its credit obligations to the Company in full.

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the Company in accordance with the contract and the cash flows that the Company expects to receive). ECLs are discounted at the effective interest rate of the financial asset.

At each reporting date, the Company assesses whether financial assets carried at amortized cost and debt securities at FVTOCI are credit-impaired. A financial asset is ' credit-impaired' when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired includes the following observable data:

• significant financial difficulty of the borrower or issuer;

  • a breach of contract such as a default or being more than 180 days past due;
  • the lender of the borrower, for economic or contractual reasons relating to the borrower's financial difficulty, having granted to the borrower a concession that the lender would not otherwise consider;
  • it is probable that the borrower will enter bankruptcy or other financial reorganization; or
  • •the disappearance of an active market for a security because of financial difficulties.

Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets. The Company recognizes the amount of expected credit losses (or reversal) in profit or loss, as an impairment gain or loss. For debt securities at FVTOCI, the loss allowance is charged to profit or loss and is recognized in other comprehensive income instead of reducing the carrying amount of the asset.

The gross carrying amount of a financial asset is written off when the Company has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. Furthermore, the Company individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Company expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company's procedures for recovery of amounts due.

(e) Derecognition of financial assets

The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

The Company enters into transactions whereby it transfers assets recognized in its statement of balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized.

  • B. Financial liabilities and equity instruments
  • (a) Classification of debt or equity

Debt and equity instruments issued by Unizyx are classified as financial liabilities or equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

(b) Equity instruments

Equity instruments refer to residual interests of the assets after the deduction of all the debts for any contracts. Equity instruments issued are recognized as the amount of consideration received less the direct cost of issuance.

(c) Treasury stocks

When Unizyx' s shares recognized as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognized as a deduction from equity. Repurchased shares are classified as treasury stocks. When treasury stocks are sold or reissued subsequently, the amount received is recognized as an increase in equity, and the resulting surplus or deficit on the transaction is recognized in capital surplus or retained earnings (if the capital surplus is not sufficient to be written down).

(d) Financial liabilities

Financial liabilities are classified as measured at amortized cost or FVTPL.

A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss.

Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.

(e) Derecognition of financial liabilities

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

On derecognition of a financial liability, the difference between the carrying amount of a financial liability extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.

(f) Offsetting of financial assets and liabilities

Financial assets and financial liabilities are offset and the net amount presented in the statement of balance sheet when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

C. Derivative financial instruments

The Company holds derivative financial instruments to hedge its foreign currency exposures. Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are generally recognized in profit or loss.

(8) Inventories

Inventories are measured at the lower of cost and net realizable value. The costs of inventories include expenditure incurred in acquiring the inventories, production or conversion costs, and other costs (weighted-average method). In the case of manufactured inventories and work in progress, cost includes an appropriate share of production overheads based on normal operating capacity.

Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale.

(9) Investment in associates

Associates are those entities in which the Company has significant influence, but not control or joint control over their financial and operating policies.

Investments in associates are accounted for using the equity method and are recognized initially at cost. The cost of the investment includes transaction costs. The carrying amount of the investment in associates includes goodwill arising from the acquisition less any accumulated impairment losses.

The consolidated financial statements include the Company's share of the profit or loss and other comprehensive income of those associates, after adjustments to align their accounting policies with those of the Company, from the date on which significant influence commences until the date on which significant influence ceases. The Company recognizes any changes of its proportionate share in the investee within capital surplus, when an associate's equity changes due to reasons other than profit and loss or comprehensive income, which did not result in changes in actual significant influence.

Unrealized gains and losses resulting from transactions between the Company and an associate are recognized only to the extent of unrelated Company's interests in the associate.

When the Company's share of losses of an associate equals or exceeds its interests in an associate, it discontinues recognizing its share of further losses. After the recognized interest is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate.

  • (10) Property, plant and equipment
  • A. Recognition and measurement

Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less accumulated depreciation and any accumulated impairment losses.

If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.

B. Subsequent cost

Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.

C. Depreciation

Depreciation is calculated on the cost of an asset less its residual value and is recognized in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment.

Land is not depreciated. The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:

  • (a) Buildings: 25 to 40 years.
  • (b) Building improvements: 5 to 15 years.
  • (c) Machinery, and research and development equipment: 3 to 12 years.
  • (d) Office equipment and others: 3 to 10 years.
  • (e) Buildings and building improvements constitute mainly buildings and their related facilities, air-condition systems etc. Each such part depreciates based on its useful life of 5 to 40 years.

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

(11) Leases

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

A. As a lessee

The Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Company's incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

  • (a) fixed payments, including in-substance fixed payments;
  • (b) variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
  • (c) amounts expected to be payable under a residual value guarantee; and
  • (d) payments for purchase or termination options that are reasonably certain to be exercised.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when:

  • (a) there is a change in future lease payments arising from the change in an index or rate; or
  • (b) there is a change in the Company's estimate of the amount expected to be payable under a residual value guarantee; or
  • (c) there is a change in the lease term resulting from a change of its assessment on whether it will exercise an option to purchase the underlying asset, or
  • (d) there is a change of its assessment on whether it will exercise an extension or termination option; or
  • (e) there is any lease modification

When the lease liability is remeasured, other than lease modifications, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.

When the lease liability is remeasured to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease, the Company accounts for the remeasurement of the lease liability by decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognize in profit or loss any gain or loss relating to the partial or full termination of the lease.

The Company has elected not to recognize right-of-use assets and lease liabilities for shortterm leases of transportation equipment and offices that have a lease term of 12 months or less and leases of low-value assets. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

As a practical expedient, the Company elected not to assess whether all rent concessions of lands leasing from SIPA that met all the following conditions were lease modifications or not:

  • (a) the rent concessions occurring as a direct consequence of the COVID-19 pandemic;
  • (b) the change in lease payments that resulted in revised consideration for the lease that is substantially the same as, or less than, the consideration for the lease immediately preceding the change;
  • (c) any reduction in lease payments that affects only those payments originally due on, or before, June 30, 2022; and
  • (d) there is no substantive change in other terms and conditions of the lease.

In accordance with the practical expedient, the effect of the change in the lease liability is reflected in profit or loss in the period in which the event or condition that triggers the rent concession occurs.

B. As a lessor

When the Company acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Company makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the underlying asset.

  • (12) Intangible assets
  • A. Recognition and measurement

Expenditure on research activities is recognized in profit or loss as incurred.

Development expenditure is capitalized only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Company intends to, and has sufficient resources to, complete development and to use or sell the asset. Otherwise, it is recognized in profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost, less accumulated amortization and any accumulated impairment losses.

Intangible assets of the Company, including intellectual property, trading rights and computer software, are measured at cost less accumulated amortization and any accumulated impairment losses.

B. Subsequent expenditure

Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is recognized in profit or loss as incurred.

C. Amortization

Amortization is calculated over the cost of the asset, less its residual value, and is recognized in profit or loss on a straight-line basis over the estimated agreed royalty during the patent or 5~10 years from the date that they are available for use.

Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

(13) Impairment of non-financial assets

At each reporting date, the Company reviews the carrying amounts of its non-financial assets (other than inventories, deferred tax assets and employee benefits, measured at fair value, less costs) to determine whether there is any indication of impairment. If any such indication exists, then the asset' s recoverable amount is estimated.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash-generating units (CGUs).

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.

Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

For non-financial assets except for goodwill, an impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

(14) Provisions

A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as interest cost.

A provision for warranties is recognized when the underlying products or services are sold. The provision is based on historical warranty data and a weighting of all possible outcomes against their associated probabilities.

  • (15) Revenue recognition
  • A. Revenue from contracts with customers

Revenue is measured based on the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a good or a service to a customer. The accounting policies for the Company's main types of revenue are explained below.

(a) Sale of goods

The Company manufactures and sells wired and wireless broadband communications network products. The Company recognizes its revenue when control of the products has been transferred, being when the products are delivered to the customer, the customer has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customer's acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, the acceptance provisions have lapsed, or the Company has objective evidence that all criteria for acceptance have been satisfied.

When the Company offers volume discounts to its customers, revenue from these sales is recognized based on the price specified in the contract, net of the estimated volume discounts. Accumulated experience is used to estimate the discounts, using the expected value method, and revenue is only recognized to the extent that it is highly probable that a significant reversal will not occur. A contract liability is recognized for expected volume discounts payable to customers in relation to sales made until the end of the reporting period.

The average credit period for the sales of wired and wireless broadband communications network products is 90 to 180 days.

The Company's obligation to provide a refund for faulty products under the standard warranty terms is recognized as a provision for warranty; Please refer to note 6(15).

A receivable is recognized when the goods are delivered as this is the point in time that the Company has a right to an amount of consideration that is unconditional.

(b) Rendering of services

The Company recognizes revenue from providing services in the accounting period in which the services are rendered. For fixed-price contracts, revenue is recognized based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided. The proportion of services provided is determined based on the rendered services to date as a proportion of the total estimated rendered services of the transaction.

Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting increases or decreases in estimated revenues or costs are reflected in profit or loss in the period in which the circumstances that give rise to the revision become known by the management.

(c) Financing components

The Company does not expect to have any contracts where the period between the transfer of the promised goods, or services to the customer and payment by the customer, exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.

B. Rental income

Income from subletting real estate is recognized in profit or loss.

(16) Government grants

The Company recognizes an unconditional government grant in profit or loss as other income when the grant becomes receivable. Grants that compensate the Company for expenses or losses incurred are recognized in profit or loss on a systematic basis in the periods in which the expenses or losses are recognized.

  • (17) Employee benefits
  • A. Defined contribution plans

Obligations for contributions to defined contribution plans are expensed as the related service is provided.

B. Defined benefit plans

The Company's net obligation in respect of defined benefit plans is calculated separately for each the plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Company, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized in other comprehensive income, and accumulated in retained earnings within equity. The Company determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Company recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.

C. Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided.

A liability is recognized for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

(18) Share-based payment

The grant-date fair value of equity-settled share-based payment arrangements granted to employees is generally recognized as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized is based on the number of awards that meet the related service and non-market performance conditions at the vesting date.

For share-based payment awards with non-vesting conditions, the grant-date fair value of the sharebased payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.

The Company's grant date of a share-based payment award is the date which the Company informs its employee of the exercise price and number of exercised shares.

(19) Income tax

Income taxes comprise current taxes and deferred taxes. Except for items related to business combinations or items recognized directly in equity or other comprehensive income, all current and deferred taxes shall be recognized in profit or loss.

Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables are the best estimate of the tax amount expected to be paid or received. It is measured using tax rates enacted or substantively enacted at the reporting date.

Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes are recognized except for the following:

  • A. temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profits (losses) at the time of the transaction; and
  • B. temporary differences related to investments in subsidiaries and associates to the extent that the Company is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future.

Deferred taxes are measured at tax rates that are expected to be applied to temporary differences when they reserve, using tax rates enacted or substantively enacted at the reporting date.

Deferred tax assets and liabilities are offset if the following criteria are met:

  • A. the Company has a legally enforceable right to set off current tax assets against current tax liabilities; and
  • B. the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:
  • (a) the same taxable entity; or
  • (b) different taxable entities which intend to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

Deferred tax assets are recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefits will be realized; such reductions are reversed when the probability of future taxable profits improves.

In accordance with the Article 40 of Business Mergers and Acquisitions Act, the Company has assigned its parent company, Unizyx, as the taxpayer to file a combined corporate income tax return and the 5% surtax on undistributed earnings of Unizyx, Zyxel, MitraStar and ZNet from 2011.

Unizyx, Zyxel, MitraStar and ZNet firstly calculated their respective income tax provision according to IAS 12 "Income Taxes" and reconciled the difference between the separate income tax returns and the combined final business income return. The differences were allocated to all combined entities on a reasonable, systematic and consistent basis and consequently to current year's income tax expense and deferred income tax expenses.

(20) Business combination

The Company accounts for business combinations using the acquisition method. The goodwill arising from an acquisition is measured as the excess of (i) the consideration transferred (which is generally measured at fair value) and (ii) the amount of non-controlling interest in the acquiree, both over the identifiable net assets acquired at the acquisition date. If the amount calculated above is a deficit balance, the Company recognized that amount as a gain on a bargain purchase in profit or loss immediately after reassessing whether it has correctly identified all of the assets acquired and all of the liabilities assumed.

All acquisition-related transaction costs are expensed as incurred, except for the issuance of debt or equity instruments.

For each business combination, the Company measures any non-controlling interests in the acquiree either at fair value or at the non-controlling interest' s proportionate share of the acquiree' s identifiable net assets, if the non-controlling interests are present ownership interests and entitle their holders to a proportionate share of the Company's net assets in the event of liquidation. Other components of non-controlling interests are measured at their acquisition-date fair values, unless another measurement basis is required by the IFRSs endorsed by the FSC.

(21) Earnings per share

The Company discloses Unizyx' s basic and diluted earnings per share attributable to ordinary shareholders of Unizyx. The calculation of basic earnings per share is based on the profit attributable to the ordinary shareholders of Unizyx divided by the weighted-average number of ordinary shares outstanding. The calculation of diluted earnings per share is based on the profit attributable to ordinary shareholders of Unizyx divided by the weighted-average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares, such as employee stock options and employee compensation.

(22) Operating segment information

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the Company). Operating results of the operating segment are regularly reviewed by the Company's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance. Each operating segment consists of standalone financial information.

5. Major sources of accounting judgments, estimations and assumptions of uncertainty:

The preparation of the consolidated financial statements based on the IFRSs endorsed by the FSC requires management to make judgments, estimates and assumptions that affect the application of the accounting policies and reported amount of assets, liabilities, income and expense. Actual results may differ from these estimates.

Management continues to monitor the accounting assumptions, estimates and judgments. Management recognizes any changes in accounting estimates during the period and the impact of those changes in accounting estimates in the next period.

Information about judgments made in applying accounting policies that have most significant effects on the amounts recognize in the consolidated financial statements is the judgment regarding the period of the lease. The Company determines the lease term as the non-cancellable period of the lease, together with periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option, and periods covered by an option to terminate the lease if the lessee is reasonably not to exercise that option. In assessing whether a lessee is reasonably to exercise the options, the Company considers all relevant facts and circumstances that create an economic incentive for the lessee. The Company reassesses whether it is reasonably certain to exercise an extension option or not to exercise the option upon the occurrence of either a significant event or a significant change in circumstances that is within the control of the lessee. If there is a change in the lease term, the Company recognizes the amount of the remeasurement of the lease liability as an adjustment to the right-of-use asset. Please refer to notes 6(10) and (16).

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year is as follows. Those assumptions and estimation have been updated to reflect the impact of COVID-19 pandemic:

(1) Impairment of Accounts Receivable

The Company has its customers spread throughout the globe, wherein they are vulnerable to various changes, such as environmental, economic as well as legal matters. Therefore, the customer credit control is considered to be more complex. When assessing the recoverability of the Company' s receivables, it is necessary to consider any changes in the credit quality of the receivables from the original grant date of credit limits to the reporting date. For those receivables that have not been withdrawn within the credit term, the balance of the accounts receivable is calculated by reference from the transaction in the past, current financial status, and expected credit losses, in order to estimate the amount of allowance for bad debts. Please refer to note 6(5) "Explanation of significant accounts- Notes and accounts receivable" to the consolidated financial statements.

(2) Valuation of Inventories

The Company mainly engages in the research and development, as well as the production of communication and network products. Inventories are stated at the lower of cost or net realizable value. The Company used judgment and estimate to determine the net realizable value of inventory at the end of each reporting period. However, the rapid evolution of technology and the fierce market competition may lead to obsolete inventories and unmarketable items. The net realizable value of the inventory is mainly determined based on assumptions of future demand within a specific time horizon, which could result in significant adjustments. Please refer to note 6(6) " Explanation of significant accounts-Inventories, net" to the consolidated financial statements.

Accounting policies and disclosures of the Company include the fair value measurement for financial or non-financial assets and liabilities. The Company determines the fair value using the independent data sources which reflect the current market condition and confirming the data available are independent, reliable, in consistent with other sources and represent the exercisable price. The Company also periodically assesses the evaluation model, performs retrospective tests, and updates inputs with any other necessary fair value adjustment for the evaluation model in order to ensure the reasonableness of the valuation.

The Company evaluates its assets and liabilities using the observable market inputs. The hierarchy of the fair value depends on the valuation techniques used, and the different levels have been defined as follows:

  • (1) Level 1: quoted prices (unadjusted) in active markets for identifiable assets or liabilities.
  • (2) Level 2: inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
  • (3) Level 3: inputs for assets or liabilities that are not based on observable market data (unobservable inputs).

When there is a transfer between levels of the fair value hierarchy, the Company recognizes the transfer at the reporting date. For the assumptions used in fair value measurement, please refer to note 6(25) "Financial instruments".

6. Explanation of significant accounts

(1) Cash and cash equivalents

December 31,
2021
December 31,
2020
Petty cash, demand deposits, and checking accounts \$
2,235,149
2,495,073
Cash equivalents-time deposits 3,000,335 1,583,086
Cash equivalents-repurchased agreements 58,000 -
\$
5,293,484
4,078,159

Please refer to note 6(25) for the fair value sensitivity analysis and interest rate risk of the financial assets and liabilities of the Company.

  • (2) Financial assets and liabilities at fair value through profit or loss
  • A. Financial assets measured at fair value through profit or loss
December 31,
2021
December 31,
2020
Beneficiary certificates \$ 54,962 -
Listed stocks 54,364 -
Global depositary receipts 18,219 -
\$ 127,545 -

B. Sensitivity analysis

If the market price of the abovementioned financial assets had changed, the impact would have been as follows (if calculated on the same basis for both years and assuming that all other variables remained the same):

2021 2020
Fair value at
reporting date
Other
comprehensive
income (loss)
before income
taxes
Net income
(loss) before
income taxes
Other
comprehensive
income (loss)
before income
taxes
Net income
(loss) before
income taxes
Increase 10% \$
-
12,755 - -
Decrease 10% \$
-
(12,755) - -

C. Non-hedging derivative financial instruments

December 31,
2021
December 31,
2020
Financial assets at fair value through profit or loss:
Forward exchange contracts \$
19,531
-
Financial liabilities at fair value through profit or
loss:
Forward exchange contracts \$
124
46,359

The Company uses derivative financial instruments to hedge certain foreign exchange risks that the Company is exposed to throughout its operating activities. Based on the accounting standards, the Company's derivative financial instruments do not qualify for hedge accounting.

The forward exchange contracts not settled as of December 31, 2021 and 2020 were as follows:

December 31, 2021
Contract item Maturity period Contract amount
(in thousands)
Sell EUR / Buy USD 2022.01~2022.08 EUR 34,610
December 31, 2020
Contract item Maturity period Contract amount
(in thousands)
Sell EUR / Buy USD 2021.02~2021.07 EUR 41,300

The Company' s financial assets at fair value through profit or loss mentioned above were not pledged as collateral.

(3) Financial assets at amortized cost-current and non-current

December 31, December 31,
2020
Time deposits (over 3 months) \$ 260,651 569,159
Pledged time deposits 125,157 70,669
\$ 385,808 639,828
Current \$ 281,149 569,159
Non-current \$ 104,659 70,669

The Company assessed that the above financial assets are held to maturity to collect contractual cash flows, which consist solely of payments of principal and interest on principal amount outstanding. Therefore, these investments were classified as financial assets at amortized cost.

  • A. The Company held domestic time deposits, at an interest rate ranging from 0.35%~2.60% and from 0.08%~0.77% and with maturity date between March 2022 and November 2022 and between February 2021 and December 2021 as of December 31, 2021 and 2020, respectively.
  • B. For credit risk, please refer to note 6(25).
  • C. The Company's financial assets at amortized costs-current and non-current mentioned above were pledged as collateral; please refer to note 8.

(4) Financial assets at fair value through other comprehensive income

December 31,
2021
December 31,
2020
Unlisted stocks \$
25,713
26,999

The Company designated the investments shown above as equity securities as at fair value through other comprehensive income because these equity securities represented those investments that the Company intended to hold for long-term strategic purposes.

The investment in ZQAM Communications Corporation (ZQAM) was classified as financial assets at fair value through other comprehensive income – non-current since October 2020; Please refer to note 6(7).

  • A. For fair value and market risk, please refer to note 6(25).
  • B. For the sensitivity analysis of the financial instruments mentioned above, if the fair value of the securities which are measured at fair value through other comprehensive income had increased or decreased by 10% at the reporting date, the Company's other comprehensive income before income taxes would have increased or decreased by \$2,571 and \$2,700 for the years ended December 31, 2021 and 2020, respectively.
  • C. The Company's financial assets at fair value through other comprehensive income mentioned above were not pledged as collateral.
  • (5) Notes and accounts receivable, net
  • A. Notes and accounts receivable, net
December 31, December 31,
2020
Notes receivable \$ 652 16,170
Letters of credit receivable 94,230 1,011
Accounts receivable 5,509,755 5,916,807
5,604,637 5,933,988
Less: Provision for loss allowance (83,702) (92,895)
\$ 5,520,935 5,841,093

As of January 1, 2020, the ending balance of notes and accounts receivable, net was \$4,715,847.

The Company applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for all receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due, as well as incorporated forward looking information, including macroeconomic and relevant industry information.

The loss allowance provision were determined as follows:

Gross carrying
amount
December 31, 2021
Weighted-average
loss rate
Loss allowance
provision
Current \$ 4,768,051 - -
Overdue 1~30 days 545,621 - -
Overdue 31~60 days 161,986 - -
Overdue 61~90 days 28,302 8.80% 2,491
Overdue 91~180 days 11,616 21.46% 2,493
Overdue 181~360 days 13,855 25.35% 3,512
Overdue more than 361 days 75,206 100.00% 75,206
Total \$ 5,604,637 83,702
December 31, 2020
Gross carrying
amount
Weighted-average
loss rate
Loss allowance
provision
Current \$ 5,450,276 - -
Overdue 1~30 days 220,462 - -
Overdue 31~60 days 166,304 - -
Overdue 61~90 days 2,676 15.70% 420
Overdue 91~180 days 2,522 28.83% 727
Overdue 181~360 days 22,586 100.00% 22,586
Overdue more than 361 days 69,162 100.00% 69,162
Total \$ 5,933,988 92,895

B. The movements in the allowance for impairment with respect to notes and accounts receivable were as follows:

2021 2020
Balance at January 1 \$
92,895
141,370
Impairment loss recognized (reversed) 1,222 (2,119)
Amounts written off (3,684) (34,932)
Effect of movements in exchange rates (6,731) (11,424)
Balance at December 31 \$
83,702
92,895

C. Financial assets pledged as collateral

The Company's notes and accounts receivable mentioned above were not pledged as collateral.

  • (6) Inventories
  • A. The details of inventories were as follows:
December 31,
2021
December 31,
2020
Raw materials \$
2,749,679
1,918,737
Work in process and semi-finished goods 463,939 437,346
Finished goods and merchandises 2,998,651 2,544,807
\$
6,212,269
4,900,890
B. The details of the cost of goods sold were as follows:
2021 2020
Inventories sold \$
19,635,513
16,529,150
Reversal of inventory obsolescence for the period (35,515) (113,239)
Provision for warranties and after service cost for
the period
21,454 54,620
  • C. The Company's inventories mentioned above were not pledged as collateral.
  • (7) Investments accounted for using the equity method

There was no individually significant associate of the Company. The following table summarized the amounts recognized by the Company and included in the consolidated financial statements:

December 31,
2021
December 31,
2020
Summarized information of the carrying amount of
associates that were not individually material
\$
16,292
24,059
2021 2020
Net gain (loss) attributable to the Company \$
(6,585)
(12,450)

In October 2020, ZQAM increased its authorized share capital by cash, in which the Company did not subscribe for additional shares, resulting in the Company's percentage of ownership in ZQAM to decrease from 42% to 13%. Thereafter, the Company lost the significant influence on ZQAM, resulting in the Company to recognize the fair value of ZQAM amounting to \$9,262 as financial assets at fair value through other comprehensive income – non-current at the date of its loss of significant influence.

The Company' s investments accounted for using the equity method mentioned above were not pledged as collateral.

\$ 19,621,452 16,470,531

(8) Loss of control of subsidiaries

In June 2020, Ardomus increased its authorized share capital by cash, in which Zyxel did not subscribe for additional shares, resulting in Zyxel's percentage of ownership in Ardomus to decrease from 61% to 48%. Furthermore, Zyxel did not obtain the majority seats of the Ardomus' board during the election in July 2020, resulting in a loss of control over Ardomus. Hence, the Company recognized the fair value of 48% of its ownership in Ardomus amounting to \$15,556 as investments accounted for using the equity method at the date of loss of control.

The following table summarizes the carrying amounts of assets and liabilities of Ardomus at the date of losing control:

Cash and cash equivalents \$
33,584
Inventories 162
Property, plant and equipment, net 1,838
Other current assets 548
Intangible assets 175
Contract liabilities (840)
Accounts payable (including related parties) (451)
Other current liabilities (2,881)
Carrying amount of net assets \$
32,135

(9) Property, plant and equipment

The cost and depreciation of the property, plant and equipment of the Company were as follows:

Land Building Machinery
and
equipment
Research
and
development
equipment
Office and
other
equipment
Construction
in progress
and
inspection
equipment
Total
Cost:
Balance at January 1, 2021 \$
32,479
2,181,787 528,641 314,073 923,271 36,829 4,017,080
Additions for the period - 9,709 152,840 127,966 78,166 10,955 379,636
Disposal for the period - (220) (25,928) (78,079) (73,672) - (177,899)
Reclassification - - 20,685 2,383 117 (23,936) (751)
Effect of movements in exchange rates (913) (9,747) (2,188) (549) (18,324) (846) (32,567)
Balance at December 31, 2021 \$
31,566
2,181,529 674,050 365,794 909,558 23,002 4,185,499
Balance at January 1, 2020 \$
34,189
2,173,112 514,726 294,792 890,710 6,129 3,913,658
Additions for the period - 11,940 7,596 49,200 71,132 35,951 175,819
Disposal for the period - (6,218) (585) (29,112) (45,868) - (81,783)
Losing control of subsidiary - - - (496) (2,133) - (2,629)
Reclassification - - - (1,584) 1,826 (5,799) (5,557)
Effect of movements in exchange rates (1,710) 2,953 6,904 1,273 7,604 548 17,572
Balance at December 31, 2020 \$
32,479
2,181,787 528,641 314,073 923,271 36,829 4,017,080
Land Building Machinery
and
equipment
Research
and
development
equipment
Office and
other
equipment
Construction
in progress
and
inspection
equipment
Total
Depreciation:
Balance at January 1, 2021 \$
-
1,048,713 428,669 175,314 772,263 - 2,424,959
Depreciation for the period - 68,284 52,837 37,954 70,094 - 229,169
Disposal for the period - (220) (25,854) (46,883) (71,625) - (144,582)
Reclassification - - 44 - (313) - (269)
Effect of movements in exchange rates - (3,628) (2,550) (446) (16,299) - (22,923)
Balance at December 31, 2021 \$
-
1,113,149 453,146 165,939 754,120 - 2,486,354
Balance at January 1, 2020 \$
-
986,950 381,820 168,449 737,172 - 2,274,391
Depreciation for the period - 66,730 41,441 35,717 73,370 - 217,258
Disposal for the period - (6,218) (585) (28,880) (45,247) - (80,930)
Losing control of subsidiary - - - (184) (607) - (791)
Reclassification - - - (879) - - (879)
Effect of movements in exchange rates - 1,251 5,993 1,091 7,575 - 15,910
Balance at December 31, 2020 \$
-
1,048,713 428,669 175,314 772,263 - 2,424,959
Carrying amounts:
Balance at December 31, 2021 \$
31,566
1,068,380 220,904 199,855 155,438 23,002 1,699,145
Balance at December 31, 2020 \$
32,479
1,133,074 99,972 138,759 151,008 36,829 1,592,121
Balance at January 1, 2020 \$
34,189
1,186,162 132,906 126,343 153,538 6,129 1,639,267

The Company's property, plant and equipment mentioned above had been pledged as collateral for short-term borrowings; please refer to note 8.

(10) Right-of-use assets

The Company leases land, buildings, vehicles and office equipment. Information about leases for which the Company as a lease was as follows:

Land Building Transportation
equipment
Office
equipment
Total
Cost:
Balance at January 1, 2021 \$
404,259
158,189 3,602 6,104 572,154
Additions for the period - 3,012 1,429 - 4,441
Disposal for the period - (19,926) (1,415) - (21,341)
Effect of movements in
exchange rates
(49) (11,158) (19) - (11,226)
Balance at December 31, 2021 \$ 404,210 130,117 3,597 6,104 544,028
Balance at January 1, 2020 \$
404,144
111,827 3,659 6,104 525,734
Additions for the period - 44,368 538 - 44,906
Disposal for the period - (2,009) (559) - (2,568)
Effect of movements in
exchange rates
115 4,003 (36) - 4,082
Balance at December 31, 2020 \$ 404,259 158,189 3,602 6,104 572,154
Land Building Transportation
equipment
Office
equipment
Total
Depreciation:
Balance at January 1, 2021 \$
33,616
62,062 2,245 3,202 101,125
Depreciation for the period 16,806 24,930 1,229 1,600 44,565
Disposal for the period
Effect of movements in
- (14,355) (1,415) - (15,770)
exchange rates (3) (4,873) (13) - (4,889)
Balance at December 31, 2021 \$ 50,419 67,764 2,046 4,802 125,031
Balance at January 1, 2020 \$
16,805
31,079 1,213 1,601 50,698
Depreciation for the period 16,803 30,805 1,584 1,601 50,793
Disposal for the period - (1,339) (534) - (1,873)
Effect of movements in
exchange rates
8 1,517 (18) - 1,507
Balance at December 31, 2020 \$ 33,616 62,062 2,245 3,202 101,125
Carrying amount:
Balance at December 31, 2021 \$ 353,791 62,353 1,551 1,302 418,997
Balance at December 31, 2020 \$ 370,643 96,127 1,357 2,902 471,029
Balance at January 1, 2020 \$
387,339
80,748 2,446 4,503 475,036

(11) Intangible assets

The costs of intellectual property, trading rights and computer software were presented under intangible assets. The cost and amortization of intangible assets of the Company were as follows:

Intellectual
property
Trading
rights
Computer
software
Total
Costs:
Balance at January 1, 2021 \$
183,286
231,611 134,269 549,166
Additions for the period 41,608 - 142,386 183,994
Disposal for the period - (112) (11,388) (11,500)
Effect of movements in exchange rates (8,662) (24,389) (4,258) (37,309)
Balance at December 31, 2021 \$
216,232
207,110 261,009 684,351
Balance at January 1, 2020 \$
1,480
214,585 143,232 359,297
Additions for the period 183,827 118 3,888 187,833
Disposal for the period (980) (12,168) (18,395) (31,543)
Losing control of subsidiary - - (350) (350)
Reclassification (900) 18,879 5,566 23,545
Effect of movements in exchange rates (141) 10,197 328 10,384
Balance at December 31, 2020 \$
183,286
231,611 134,269 549,166
Intellectual
property
Trading
rights
Computer
software
Total
Amortization:
Balance at January 1, 2021 \$
16,942
166,580 105,886 289,408
Amortization for the period 27,708 15,162 25,192 68,062
Disposal for the period - 168 (11,388) (11,220)
Effect of movements in exchange rates (1,356) (18,285) (4,151) (23,792)
Balance at December 31, 2021 \$
43,294
163,625 115,539 322,458
Balance at January 1, 2020 \$
1,009
126,080 107,416 234,505
Amortization for the period 16,884 26,070 15,693 58,647
Disposal for the period (980) (12,168) (18,231) (31,379)
Losing control of subsidiary - - (175) (175)
Reclassification - 18,879 879 19,758
Effect of movements in exchange rates 29 7,719 304 8,052
Balance at December 31, 2020 \$
16,942
166,580 105,886 289,408
Carrying amounts:
Balance at December 31, 2021 \$
172,938
43,485 145,470 361,893
Balance at December 31, 2020 \$
166,344
65,031 28,383 259,758
Balance at January 1, 2020 \$
471
88,505 35,816 124,792

The Company's intangible assets mentioned above were not pledged as collateral.

(12) Short-term borrowings

The details of the Company's short-term borrowings were as follows:

December 31, December 31,
2020
Unsecured borrowings \$ 1,557,000 1,524,247
Secured borrowings - 90,000
Total \$ 1,557,000 1,614,247
Range of interest rates at year end 0.83%~1.10% 0.45%~1.20%

For the collateral for short-term borrowings facilities, please refer to note 8.

(13) Short-term notes and bills payable

The details of the Company's short-term notes and bills payable were as follows:

December 31,
2021
December 31,
2020
Commercial papers payable \$
200,000
300,000
Range of interest rates at year end 0.89% 0.87%

(14) Bonds payable

The details of the Company's bonds payable were as follows:

December 31,
2021
Unsecured corporate bonds \$
1,900,000
Discount on bonds payable (3,766)
\$
1,896,234

On May 10, 2021, the Company' s Board of Directors resolved the issuance of first unsecured corporate bond in 2021, which Mega International Commercial Bank was engaged to issue on August 5, 2021, with fair value amounting to \$1,900,000, at fixed coupon rate of 0.85%, with maturity of 5 years, and with maturity date on August 5, 2026.

(15) Provision-current

Provisions for warranty and after service cost were as follows:

2021 2020
Balance at January 1 \$
546,982
575,449
Provision for the period 21,454 54,620
Write-off for the period (60,499) (81,879)
Effect of movements in exchanges rates (12,392) (1,208)
Balance at December 31 \$
495,545
546,982

The Company's provision for warranty and after service cost mentioned above was for sales of networking products. Provision for warranty and after service cost was estimated based on the historical warranty information for similar products or services. The Company expected that most of the cost would occur within 1 or 2 years after sales.

(16) Lease liabilities

Carrying amounts of lease liabilities were as follows:

December 31,
2021
December 31,
2020
Current \$ 39,181 46,575
Non-current \$ 399,908 443,497

For the maturity analysis, please refer to note 6(25) "Financial instruments".

The amounts recognized in profit or loss were as follows:

2021 2020
Interest on lease liabilities \$
5,194
5,429
Expenses relating to short-term leases \$
39,807
29,297
Expenses relating to leases of low-value assets,
excluding short-term leases of low-value assets
\$
10,825
18,937

The amounts recognized in the statement of cash flows for the Company were as follows:

2021 2020
Total cash outflow for leases \$
100,478
91,940

A. Real estate leases

The Company leases land and buildings for its office space and factories. The leases typically run for a period of 20 years. Some leases include an option to renew the lease for an additional period of the same duration after the end of the contract term.

Some leases provide for additional rent payments that are based on the fluctuation in local price, plus the expense adjusted for public facilities constructions in each area. Such expense normally occurs once a year.

B. Other leases

The Company leases transportation and office equipment with contract terms of one to five years. These leases are leases of low-value items. The Company has elected not to recognize right-of-use assets and lease liabilities for these leases.

  • (17) Employee benefits
  • A. Defined benefit plans

The Company's reconciliations in the present value of the defined benefit obligations and fair value of plan assets were as follows:

December 31,
2021
December 31,
2020
Present value of defined benefit obligations \$
257,274
247,545
Fair value of plan assets (310,370) (311,832)
Net defined benefit assets \$
(53,096)
(64,287)

Details of recognized liabilities (assets) were as follows:

December 31,
2021
December 31,
2020
Net defined benefit assets \$
(66,075)
(69,783)
Net defined benefit liabilities 12,979 5,496
\$
(53,096)
(64,287)

The Company's domestic subsidiaries make defined benefit plan contributions to the pension fund account at Bank of Taiwan that provides pensions for employees upon retirement. The plans (covered by the Labor Standards Law) entitle a retired employee to receive an annual payment based on years of service and average salary for the six months prior to retirement.

(a) Composition of plan assets

The Company's domestic subsidiaries contribute to pension funds in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund, and such funds are managed by the Bureau of Labor Fund, Ministry of Labor. Minimum earnings shall be no less than the earnings attainable from two-year time deposits with interest rates offered by local banks.

The Company's Bank of Taiwan labor pension reserve account balance amounted to \$310,370 at the reporting date. For information on the utilization of the labor pension fund assets including the asset allocation and yield of the fund, please refer to the website of the Bureau of Labor Fund.

The accumulated employee retirement reserve provided by Unizyx, Zyxel and MitraStar is sufficient to support the payment, therefore, the Company ceased to contribute to its pension fund from September 1, 2017 to December 31, 2022 after obtaining an approval from the authority, and the Company expects to prolong the cease in the future. Thus, Unizyx, Zyxel and MitraStar do not expect to make any defined benefit plan contribution to their pension fund in the following year after the reporting date.

(b) Movements in present value change of defined benefit obligation

The movements in present value of the defined benefit obligation of the Company were as follows:

2021 2020
Defined benefit obligation at January 1 \$ 247,545 218,707
Current service cost 687 609
Current interest cost 1,782 2,371
Remeasurements of the net defined benefit assets
(liabilities)
-
Actuarial losses (gains) arising from
changes in experience adjustment
7,766 556
-
Actuarial losses (gains) arising from
changes in demographic assumption
6,584 -
-
Actuarial losses (gains) arising from
changes in financial assumptions
- 26,420
Paid from pension plan (7,090) (1,118)
Defined benefit obligation at December 31 \$ 257,274 247,545

(c) Movements of defined benefit plan assets

The movements in fair value of the defined benefit plan assets of the Company were as follows:

2021
2020
Fair value of plan assets at January 1
\$
311,832
300,515
Interest income
2,272
3,296
Remeasurements of the net defined benefit assets
(liabilities)
-Actuarial gains (losses) arising from
changes in experience adjustment
3,281
8,882
Contribution to the plan
75
257
Paid from pension plan
(7,090)
(1,118)
Fair value of plan assets at December 31
\$
310,370
311,832

(d) Effect of the asset ceiling

There was no effect on the asset ceiling for the years of 2021 and 2020.

(e) Expenses recognized in profit or loss

The expenses recognized in profit or loss for the Company were as follows:

2021 2020
Current service cost \$ 687 609
Net interest on the net defined benefit liabilities
(assets) (490) (925)
\$ 197 (316)

(f) Remeasurements of net defined benefit liabilities (assets) recognized in other comprehensive income

The Company's remeasurements of net defined benefit liabilities (assets) recognized in other comprehensive income were as follows:

2021 2020
Accumulated amount at January 1 \$ (16,893) 1,201
Recognized during the period (11,069) (18,094)
Accumulated amount at December 31 \$ (27,962) (16,893)

(g) Actuarial assumptions

The Company's key actuarial assumptions at the reporting date were as follows:

December 31,
2021
December 31,
2020
Discount rate 0.625%~0.75% 0.625%~0.75%
Future salary increase rate 2.00%~3.00% 2.00%~3.00%

The Company is expecting a contribution of \$962 to its defined benefit plans in the following year after the reporting date.

The weighted-average duration of the defined benefit obligation is 14.97 years.

(h) Sensitivity analysis

If there was a change in the actuarial assumptions, the impact on the present value of the defined benefit obligation would be as follows:

benefit obligations Impact on present value of defined
Increase 0.25% Decrease 0.25%
December 31, 2021
Discount rate \$
(7,626)
7,945
Future salary increase rate 7,637 (7,375)
benefit obligations Impact on present value of defined
Increase 0.25% Decrease 0.25%
December 31, 2020
Discount rate \$
(7,662)
7,994
Future salary increase rate 7,687 (7,412)

Reasonably possible changes at the reporting date in one of the relevant actuarial assumptions, assuming all other variables remain constant, would have affected the defined benefit obligation by the amounts shown above. The method used in the sensitivity analysis is consistent with the calculation of pension liabilities in the consolidated balance sheets.

There were no changes in the method and assumptions used in calculating the sensitivity analysis for the years of 2021 and 2020.

B. Defined contribution plans

The Company's domestic company allocates 6% of each employee's monthly wages to the labor pension personal account at the Bureau of Labor Insurance, Ministry of Labor (the Bureau of Labor Insurance) in accordance with the provisions of the Labor Pension Act. Under this defined contribution plan, the Company allocates a fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligations thereafter.

The pension costs of the Company's domestic company under the defined contribution method were \$79,021 and \$77,673 for the years ended December 31, 2021 and 2020, respectively. Payment was made to the Bureau of Labor Insurance.

The total pension costs of the Company's overseas subsidiaries under the defined contribution method were \$83,291 and \$55,375 for the years ended December 31, 2021 and 2020, respectively.

Furthermore, due to the Covid-19 pandemic, the amount of pension cost exemption from local government was \$22,867 for the year ended December 31, 2020.

(18) Income tax

A. Income tax expense

The amounts of income tax expense of the Company were as follows:

2021 2020
Current tax expense
Current period \$
263,925
156,038
Adjustment for prior periods (7,566) 20,429
256,359 176,467
2021 2020
Deferred tax expense
Origination and reversal of temporary differences \$
86,246
168,420
Income tax expense \$
342,605
344,887

The amounts of income tax expense (benefit) recognized in other comprehensive income of the Company were as follows:

2021 2020
Exchange differences on translation of foreign
financial statements \$
(32,124)
25,562

Reconciliations of income tax expense and profit (loss) before income taxes were as follows:

2021 2020
Profit (loss) before income taxes \$
1,438,064
1,175,888
Income tax using Unizyx's domestic tax rate 287,613 235,178
Effect of tax rates in foreign jurisdiction 2,170 38,011
Investment (gain) loss of foreign subsidiaries
recognized using the equity method
86,642 68,935
Prior-year adjustments (7,566) 20,429
Effect of unrecognized deferred tax assets and
liabilities
10,427 19,575
Others (36,681) (37,241)
\$
342,605
344,887

B. Deferred tax assets and liabilities

(a) Unrecognized deferred tax assets and liabilities

Deferred tax assets and liabilities have not been recognized in respect of the following items:

December 31,
2021
December 31,
2020
Loss on overseas investment accounted for using
the equity method
\$
105,959
111,190
Loss carryforward 147,077 141,575
Allowance for inventory obsolescence 35,307 25,151
Gain on overseas investment accounted for using
the equity method (95,608) (95,608)
\$
192,735
182,308

The Company is able to control the timing of the reversal of the temporary differences associated with investments in subsidiaries. Also, it is probable that the temporary differences will not reverse in the foreseeable future. Hence, such temporary differences are not recognized under deferred tax assets and liabilities.

(b) Recognized deferred tax assets and liabilities

Changes in the amount of deferred tax assets and liabilities were as follows:

January 1,
2020
Recognized
in income
statement
Recognized
in other
comprehensive
income
December 31,
2020
Recognized
in income
statement
Recognized
in other
comprehensive
income
December 31,
2021
Unrealized profit on
intercompany sales
\$
93,515
11,488 - 105,003 (11,265) - 93,738
Provision for warranties
and after service cost
102,918 (4,816) - 98,102 (9,622) - 88,480
Exchange differences on
translation of foreign
financial statements
76,686 - (19,122) 57,564 - 25,684 83,248
Loss on overseas
investment accounted
for using the equity
method
37,890 31,657 - 69,547 5,861 - 75,408
Allowance for inventory
obsolescence
120,887 (44,463) - 76,424 (17,605) - 58,819
Temporary difference of
subsidiary
46,763 1,056 - 47,819 (332) - 47,487
Loss carryforward 77,490 (75,654) - 1,836 9,066 - 10,902
Others 52,936 4,421 - 57,357 32,167 - 89,524
\$
609,085
(76,311) (19,122) 513,652 8,270 25,684 547,606

Deferred tax assets:

Deferred tax liabilities:

January 1,
2020
Recognized
in income
statement
Recognized
in other
comprehensive
income
December 31,
2020
Recognized
in income
statement
Recognized
in other
comprehensive
income
December 31,
2021
Gain on overseas
investment accounted
for using the equity
method
\$
(138,763)
(89,601) - (228,364) (85,544) - (313,908)
Net defined benefit assets (8,873) (1,649) - (10,522) (22) - (10,544)
Exchange differences on
translation of foreign
financial statements
- - (6,440) (6,440) - 6,440 -
Others (5,643) (859) - (6,502) (8,950) - (15,452)
\$
(153,279)
(92,109) (6,440) (251,828) (94,516) 6,440 (339,904)

According to the R.O.C. Income Tax Act, the previous 10 years' losses of the Company's domestic subsidiaries as assessed by the tax authorities can offset the current year's net taxable income for income tax purposes.

As of December 31, 2021, the unused loss carryforwards and related expiration years of the Company's domestic subsidiaries were as follows:

Year of loss Expiration year Unused loss
carryforward
2015 (assessed) 2025 \$
626
2016 (assessed) 2026 117
2018 (assessed) 2028 38
2019 (assessed) 2029 9,707
2020 (filed) 2030 9,943
2021 (estimated) 2031 45,438
\$
65,869

In accordance with the tax law of each region where the foreign subsidiaries of the Company are located, losses on foreign subsidiaries as assessed by the tax authorities can be carried forward to offset the future years' taxable profits. As of December 31, 2021, the tax effects of the unused loss on carryforwards amounted to \$144,805.

C. Examination and approval

The income tax returns of Unizyx, Zyxel, and MitraStar had been examined and assessed by the tax authority through 2018.

  • (19) Capital and other equity
  • A. Common stock

On August 16, 2010, Unizyx was set up through Zyxel's share swap, and the total share capital was \$5,170,483. As of December 31, 2021 and 2020, Unizyx's authorized common stock amounted to \$7,000,000 with par value of \$10 TWD per share, of which \$520,000 was for use as employee stock options, convertible preferred stock, or convertible corporate bonds. The issued common stock amounted to \$4,490,008 and \$4,411,773 as of December 31, 2021 and 2020, respectively.

As of December 31, 2021 and 2020, because the related registration procedures were still in progress, the new shares of common stock arising from the exercise of employee stock options amounting to \$46,140 and \$64,665 were recognized as advance receipts for share capital, respectively.

B. Capital surplus

The details of Unizyx's capital surplus were as follows:

December 31, December 31,
2020
Additional paid-in capital \$ 3,309,840 3,513,099
Treasury stock transactions 243,075 204,503
Employee stock options 110,408 77,644
Others 17,601 32,640
\$ 3,680,924 3,827,886
  • (a) When Unizyx was set up through Zyxel's share swap on August 16, 2010, the amount of net assets in excess of the par value calculated by the share swap method was \$4,089,976, which was recorded as additional paid-in capital.
  • (b) According to Article 30 of the Business Mergers and Acquisitions Act, the additional paid-in capital of the holding company transferred from unappropriated retained earnings of a company through a share swap with other companies is not affected by the restriction of Article 241(i) of the Company Act. According to Article 47 of the Financial Holding Company Act and Ruling No. 0910003413, if the additional paid-in capital resulting from the share swap is originated from previous unappropriated earnings of subsidiaries, it can be appropriated as cash dividends or capitalized in the current year; also the capitalization ratio is not restricted by Article 8 of the Securities and Exchange Act Enforcement Rules. Further, according to Ruling No. 0910016280, since this additional paid-in capital is not generated from the holding company's operations, there is no remuneration of the Board of Directors and bonus to employees. As of December 31, 2021 and 2020, the additional paid-in capital generated from Zyxel's unappropriated earnings before the share swap was \$1,139,082.
  • (c) In accordance with the R.O.C. Company Act, realized capital surplus can only be reclassified as share capital or distributed as cash dividends after offsetting losses. The aforementioned capital surplus includes share premiums and donation gains. In accordance with the Securities Offering and Issuance Guidelines, the amount of capital surplus to be reclassified under share capital shall not exceed 10 % of the actual share capital amount.
  • (d) As approved by the shareholders' meeting on July 1, 2021, Unizyx distributed cash dividends amounting to \$223,822 by using the capital surplus. The information will be available on the Market Observation Post system website.

  • C. Retained earnings

  • (a) Legal reserve

If the Company generated profit for the year, the distribution of the legal reserve, either by new shares or by cash, shall be decided at the shareholders' meeting, and the distribution amount is limited to the portion of legal reserve which exceeds 25 % of the paid-in capital.

(b) Special reserve

In accordance with Ruling No. 1010012865 issued by the Financial Supervisory Commission on April 6, 2012, a portion of current-period earnings and undistributed prior-period earnings shall be reclassified as a special reserve during earnings distribution. The amount to be reclassified should be equal to the current-period total net debit balance of other equity components of the shareholders' equity. Similarly, a portion of undistributed prior-period earnings shall be reclassified as a special reserve (and does not qualify for earnings distribution) to account for cumulative changes to other equity components of the shareholders' equity pertaining to prior periods. Any subsequent reversals pertaining to the net debit balance of other equity components of the shareholders' equity shall qualify for additional distributions.

(c) Distribution of earnings

Pursuant to regulations promulgated by the FSC, a special reserve equivalent to the total amount of items that are accounted for as deductions from stockholders' equity shall be set aside from current earnings, and not distributed. The special reserve shall be made available for appropriation to the extent of reversal of deductions from stockholders' equity in subsequent periods.

According to the articles of incorporation, in years of earnings, Unizyx has to offset any accumulated deficit, pay income tax, and appropriate 10% of the balance as a legal reserve before distribution of earnings, unless the amount in the legal reserve is already equal to or greater than the total paid-in capital. Thereafter, an amount shall be set aside or reversed as a special reserve in accordance with related laws, regulations, or provisions of the competent authorities. Distribution of the remaining profit after setting aside the abovementioned amounts, together with the balance of the unappropriated retained earnings of the previous year, shall be proposed by the Board of Directors to be approved at the shareholders' meeting.

The dividend policy of Unizyx is based on Unizyx's profit condition, future operating development, and assurance of stockholders' equity. Considering the common stock, capital structure, operating status, and earnings, Unizyx may distribute dividends in the form proposed by the Board of Directors, including stock issuance based on retained earnings and/or cash dividends. The dividend distribution must be through a resolution passed by the Board of Directors that complies with Unizyx' s balanced and stable dividend policy.

The appropriated earnings will preferably be distributed in the form of cash dividends, with distribution of stock dividends being the other alternative. Distribution of stock dividends should be no more than 50% of total dividends.

On June 12, 2020, the resolution of loss off-setting proposal for the year of 2019 was approved by shareholders' meeting of Unizyx. Furthermore, on July 1, 2021, the resolution of loss off-setting proposal for the year of 2020 to offset accumulated deficits by using the legal reserve amounting to \$32,700 was approved by shareholders' meeting of Unizyx. The related information is available on the Market Observation Post System website.

On March 14, 2022, the earnings distribution proposal for the year of 2021 was approved by the Board of Directors meeting of Unizyx. The plan to distribute the 2021 earnings will need to be approved in the shareholders' meeting of Unizyx. The information will be available on the Market Observation Post System website.

D. Treasury stock

In the second quarter of 2021, Unizyx recognized the gain on disposal of Unizyx shares held by Zychamp amounting to \$34,510 in capital surplus generated from treasury stock transactions. As of December 31, 2021 and 2020, Unizyx's shares held by Zychamp amounted to 8,146 and 9,391 thousand shares, and original costs were \$104,839 and \$120,861; the market values were \$285,526 and \$358,276, respectively.

As approved by the Board of Directors of Unizyx on November 3, 2021, in order to maintain the credit of the Company and shareholders' equity, Unizyx had a plan on repurchasing 20,000 thousand shares of treasury stocks in accordance with the related regulations of stock exchange. Unizyx had repurchased 2,936 thousand shares of treasury stocks, with the cost of which amounted to \$93,609, from November 4 to December 31 in 2021.

  • E. Other equity
  • (a) Exchange differences on translation of foreign financial statements
2021 2020
Balance at January 1 \$
(293,572)
(395,821)
Foreign exchange differences (net of tax) (128,370) 102,249
Reorganization 19,463 -
Balance at December 31 \$
(402,479)
(293,572)

(b) Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income

2021 2020
Balance at January 1 \$
(58,338)
(67,406)
Unrealized gains (losses) from financial assets
measured at fair value through other
comprehensive income (net of tax) (1,286) 9,068
Balance at December 31 \$
(59,624)
(58,338)
F. Non-controlling interests (net of tax)
2021 2020
Balance at January 1 \$
27,198
20,777
Amounts attributable to the non-controlling
interests:
Net income (loss) (1,241) 3,057
Remeasurements of defined benefit plans (123) -
Exchange differences on translation of foreign
financial statements (net after tax)
(1,704) 164
Share-based payments 9,106 -
Change in ownership interests in subsidiaries
accounted for using equity method
15,041 (20,221)
Increase in non-controlling interests 102,040 40,000
Cash dividends paid to non-controlling interests (1,000) -
Decrease in non-controlling interests due to
losing control
- (16,579)
Balance at December 31 \$
149,317
27,198

(20) Share-based payment

A. Unizyx

Unizyx registered and issued 15,000 thousand and 19,018 thousand units of employee stock options in August 2020 and November 2018, respectively. Each unit can be exercised to purchase one share of Unizyx. The duration of both plans is 5 years, and the plans were approved by the FSC. As of December 31, 2021, the information related to the employee stock options was as follows:

Issued units Exercise
price per
Adjusted
exercise
price per
Authorization Grant (in share share
Type date date thousands) Grant period (TWD) (TWD)
Employee stock Aug. 21, 2020 Sep. 22, 15,000 Service periods 24.7 24.2
options in 2020 2020 between 2 to 3 years
Exercise Adjusted
exercise
Authorization Grant Issued units
(in
price per
share
price per
share
Type date date thousands) Grant period (TWD) (TWD)
Employee stock Nov. 20, 2018 Nov. 21, 19,018 Service periods 12.2 12.0
options in 2018 2018 between 2 to 3 years

The estimated fair value of the options granted were \$5.4 (TWD) and \$2.1~\$3.1 (TWD) at the date of grant using the Black-Scholes option pricing model. Unizyx granted to the Company's employees 15,000 thousand and 19,018 thousand units of employee stock options, and the Company recognized compensation cost amounting to \$22,863 and \$25,771 for the years ended December 31, 2021 and 2020, respectively. Weighted-average assumptions were as follows:

2020 stock option 2018 stock option
Expected dividend yield 3.08% 3.08%
Expected volatility 40.256%~46.059% 36.108%~44.619%
Risk-free interest rate 0.1899%~0.2381% 0.608%~0.688%
Expected life 2~3 years 2~3 years

Information related to employee stock options was as follows:

(a) Employee stock options in 2020

2021 2020
Employee stock options Weighted
average
Options
exercise
(in
price (TWD)
thousands)
Options
(in
thousands)
Weighted
average
exercise
price (TWD)
Outstanding at beginning of 15,000 \$
24.7
- \$
-
year
Granted - - 15,000 24.7
Exercised - - - -
Forfeited (124) - - -
Outstanding at end of year 14,876 24.2 15,000 24.7
Exercisable at end of year - -

As of December 31, 2021 and 2020, the weighted-average remaining contractual life for outstanding option awards were 3.73 and 4.73 years, respectively.

(b) Employee stock options in 2018

2021 2020
Employee stock options Options
(in
thousands)
Weighted
average
exercise
price (TWD)
Options
(in
thousands)
Weighted
average
exercise
price (TWD)
Outstanding at beginning of
year
10,497 \$
12.2
17,328 \$
12.2
Granted - - - -
Exercised (5,971) 12.0 (6,466) 12.2
Forfeited (274) - (365) -
Outstanding at end of year 4,252 12.0 10,497 12.2
Exercisable at end of year 4,252 2,015

As of December 31, 2021 and 2020, the weighted-average remaining contractual life for outstanding option awards were 1.89 and 2.89 years, respectively.

B. ZNet

As approved by the Board of Directors meeting in November 2021, ZNet issued new shares by cash. In accordance with the R.O.C. Company Act, ZNet reserved 6,429 thousand new shares for subscription by the employees of ZNet, Unizyx, and affiliated companies. The duration of the plan is 0.12 years. The estimated fair value of the options granted was \$1.4 (TWD) at the date of grant using the Black-Scholes option pricing model. The Company recognized compensation cost amounting to \$9,056 for the year ended December 31, 2021.

As approved by the Board of Directors meetings in November, 2020 and 2019, ZNet issued 7,000 thousand and 6,000 thousand units of employee stock options, respectively. Each unit can be exercised to purchase one share of ZNet. The duration of both plans is 5 years.

The estimated fair value of the options granted amounted to \$3.3 (TWD) and \$3.9 (TWD) at the date of grant using the Black-Scholes option pricing model, respectively. ZNet granted the Company's employees 7,000 thousand and 5,618 thousand units of employee stock options, and the Company recognized compensation cost amounting to \$18,311 and \$11,792 for the years ended December 31, 2021 and 2020, respectively.

As of December 31, 2021, the related information was as follows:

Type Grant date Issued
units
(in thousands)
Grant period Exercise
price per
share
(TWD)
Adjusted
exercise
price per
share
(TWD)
New shares reserved for
subscription by
employees in 2021
Nov. 10, 2021 6,429 Service periods
0.12 years
14.0 14.0
Employee stock options
in 2020
Nov. 10, 2020 7,000 Service periods
2 years
14.0 14.0
Employee stock options
in 2019
Nov. 8, 2019 5,618 Service periods
2 years
14.0 14.0

Weighted-average assumptions were as follows:

2021 new share
subscription
2020
stock option
2019
stock option
Expected dividend yield - - -
Expected volatility 0.2885% 40.000% 40.408%
Risk-free interest rate 0.2179% 0.1923% 0.5432%
Expected life 0.12 years 2 years 2 years

Information related to share-based payments of ZNet was as follows:

(a) New shares reserved for subscription by employees in 2021

2021
New shares reserved for subscription by employees Options
(in
thousands)
Weighted
average
exercise
price (TWD)
Outstanding at beginning of year - \$
-
Granted 6,429 14.0
Exercised (6,429) 14.0
Forfeited - -
Outstanding at end of year - -
Exercisable at end of year -

(b) Employee stock options in 2020

2021 2020
Employee stock options Options
(in
thousands)
Weighted
average
exercise
price (TWD)
Options
(in
thousands)
Weighted
average
exercise
price (TWD)
Outstanding at beginning of
year
7,000 \$
14.0
- \$
-
Granted - - 7,000 14.0
Exercised - - - -
Forfeited - - - -
Outstanding at end of year 7,000 14.0 7,000 14.0
Exercisable at end of year - -

As of December 31, 2021 and 2020, the weighted-average remaining contractual life for outstanding option awards were 3.86 and 4.86 years, respectively.

(c) Employee stock options in 2019

2021 2020
Employee stock options Options
(in
thousands)
Weighted
average
exercise
price (TWD)
Options
(in
thousands)
Weighted
average
exercise
price (TWD)
Outstanding at beginning of
year
5,136 \$
14.0
5,603 \$
14.0
Granted - - - -
Exercised - - - -
Forfeited (423) - (467) -
Outstanding at end of year 4,713 14.0 5,136 14.0
Exercisable at end of year 4,713 -

As of December 31, 2021 and 2020 the weighted-average remaining contractual life for outstanding option awards were 2.85 and 3.85 years, respectively.

  • (21) Earnings per share
  • A. Basic earnings per share
2021 2020
Net income (loss) attributable to ordinary shareholders
of Unizyx
\$
1,096,700
827,944
Weighted-average number of shares outstanding during
the year (in thousands of shares)
440,430 432,651
Basic earnings per share (TWD) \$
2.49
1.91
B. Diluted earnings per share
2021 2020
Net income (loss) attributable to ordinary shareholders
of Unizyx
\$
1,096,700
827,944
Weighted-average number of shares outstanding during
the year (in thousands of shares)
440,430 432,651
Effect of potential dilutive ordinary shares (in
thousands of shares)
8,090 3,605
448,520 436,256
Diluted earnings per share (TWD) \$
2.45
1.90
  • (22) Revenue from contracts with customers
  • A. The details of revenue were as follows:
2021
Brand Product Channel Investment Total
Primary geographical
markets:
United States \$
2,548,291
3,790,621 17,951 - 6,356,863
France 109,269 2,739,862 431,366 - 3,280,497
Other countries 7,135,609 5,782,293 3,120,108 6,600 16,044,610
\$
9,793,169
12,312,776 3,569,425 6,600 25,681,970
Major products lines:
Broadband \$
8,043,173
11,484,169 339,533 - 19,866,875
Business 426,317 53,817 2,725,667 - 3,205,801
Others 1,323,679 774,790 504,225 6,600 2,609,294
\$
9,793,169
12,312,776 3,569,425 6,600 25,681,970
2020
Brand Product Channel Investment Total
Primary geographical
markets:
United States \$
2,705,036
2,594,447 10,410 - 5,309,893
France 25,670 2,293,044 400,170 - 2,718,884
Other countries 5,699,314 5,526,039 2,989,900 6,600 14,221,853
\$
8,430,020
10,413,530 3,400,480 6,600 22,250,630
Major products lines:
Broadband \$
6,527,136
9,413,771 303,079 - 16,243,986
Business 387,469 118,165 2,552,212 - 3,057,846
Others 1,515,415 881,594 545,189 6,600 2,948,798
\$
8,430,020
10,413,530 3,400,480 6,600 22,250,630

B. Contract balances

December 31,
2021
December
31, 2020
January 1,
2020
Contract liabilities \$
175,314
74,760 89,595

For details on accounts receivable and allowance for impairment, please refer to note 6(5).

The contract liabilities primarily relate to the advance consideration received from customers for the sales contracts, for which revenue is recognized when products are delivered to customers. The amounts of revenue recognized for the years ended December 31, 2021 and 2020 that were included in the contract liability balances at the beginning of the periods were \$65,292 and \$85,701, respectively.

(23) Non-operating income and expenses

A. Other income

The details of other income of the Company were as follows:

2021 2020
Government grant \$
17,553
7,757
Relief subsidy and rental concession related to
COVID-19
22,901 121,571
Compensation income 8,606 26,199
Dividend income 2,830 -
Obligation waived due to expiration of claim rights 40 13,379
Rental and other income 21,500 16,273
\$
73,430
185,179

B. Other gains and losses

The details of other gains and losses of the Company were as follows:

2021 2020
Net gains (losses) on financial assets (liabilities) at
fair value through profit or loss
\$
162,875
(57,091)
Gain (loss) on disposal of property, plant and
equipment
2,397 109
Loss on disposal of intangible assets - (164)
Loss on liquidation of subsidiaries - (71)
Others 5,802 (13,855)
\$
171,074
(71,072)
C. Interest expense
The details of interest expense were as follows:
2021 2020
Interest expense from bank borrowings \$
16,761
17,882
Interest expense from lease liabilities 5,194 5,429
Interest expense from corporate bonds 7,178 -
\$
29,133
23,311

(24) Employee compensation and directors' remuneration

In accordance with Unizyx' s Articles of Incorporation, Unizyx shall accrue its remuneration to employees and directors based on a certain percentage of the current-year' s profit (profit before income taxes, excluding remuneration to employees and directors) less, accumulated deficit as follows: no less than 0.01% as employee remuneration and no more than 2% as directors' remuneration. The aforementioned employee remuneration will be distributed in cash or in the form of shares to the employees of the controlling companies and subsidiaries who meet certain criteria approved by the Board of Directors.

The remunerations to employees and directors recognized by Unizyx amounted to \$108 and \$15,028, respectively, for the year ended December 31, 2021. These amounts were calculated using Unizyx's net income before income taxes without the remunerations to employees and directors for each period, multiplied by the proposed percentage which is stated under the Company' s Article of Incorporation. These remunerations were expensed under operating expenses for each period. If there is a change in the proposed amounts after the annual consolidated financial statements are authorized for issue, the differences are accounted for as a change in accounting estimate and adjusted prospectively to the next year's profit or loss.

Furthermore, for the year ended December 31, 2020, Unizyx incurred accumulated deficits; therefore, no remuneration to employees and directors was accrued for the year then ended.

  • (25) Financial instruments
  • A. Credit risk
    • (a) Credit risk exposures

As of December 31, 2021 and 2020, the Company's maximum exposure to credit risk was mainly from the carrying amount of financial assets amounting to \$11,389,099 and \$10,790,990, respectively.

(b) Concentration of credit risk

The Company's potential credit risk is derived primarily from deposits with banks, cash equivalents, financial assets measured at amortized cost, notes receivable and accounts receivable (including related parties), etc. The Company maintains its cash and cash equivalents and financial assets measured at amortized cost in various creditworthy financial institutions. Credit risk exposure to each financial institution is controlled by the Company. As a result, the Company believes that there is no significant concentration of credit risk of cash, cash equivalents and financial assets.

The main customers of the Company are multinational companies within the network communication industry or companies with good credit ratings. From time to time, the Company monitors customers' credit condition, and hence has not encountered any significant loss due to credit risk.

The Company sets a loss allowance for expected credit losses to reflect the estimated loss on accounts receivable. The main components of this allowance are a specific loss component that relates to individually significant exposures, and a collective loss component established for groups of similar assets in respect of losses that have been incurred but not yet identified. The collective loss allowance is determined based on historical data of payment statistics for similar financial assets.

(c) Credit risk from receivables

For credit risk exposure of note and accounts receivable, please refer to note 6(5).

Financial assets at amortized cost include investments in time deposits and pledged time deposits. For the details on investments, please refer to notes 6(3). All of these financial assets are considered to have low risk, and thus, the impairment provision recognized during the period was limited to 12 months expected losses.

B. Liquidity risk

The following table shows the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements.

Carrying
amount
Cash flow
of contract
Within 1 year 1-2 years 2-5 years Over 5 years
December 31, 2021
Non-derivative financial liabilities
Short-term borrowings \$ 1,557,000 (1,563,792) (1,563,792) - - -
Short-term notes and bills payable 200,000 (200,000) (200,000) - - -
Notes and accounts payable 4,820,240 (4,820,240) (4,820,240) - - -
Accounts payable-related parties 181,775 (181,775) (181,775) - - -
Payroll and bonus payable 867,201 (867,201) (867,201) - - -
Royalty payable 96,361 (96,361) (96,361) - - -
Bonds payable 1,896,234 (1,980,750) (16,150) (16,150) (1,948,450) -
Other payables-related parties 8,618 (8,618) (8,618) - - -
Lease liabilities (current and non-current) 439,089 (493,860) (43,985) (34,762) (72,905) (342,208)
Accrued expense (recognized in other
current liabilities)
679,471 (679,471) (679,471) - - -
Guarantee deposits received 711 (711) - (711) - -
Derivative financial liabilities
Financial liabilities at fair value through
profit or loss-current
Outflows 124 (125) (125) - - -
\$ 10,746,824 (10,892,904) (8,477,718) (51,623) (2,021,355) (342,208)
December 31, 2020
Non-derivative financial liabilities
Short-term borrowings \$ 1,614,247 (1,616,516) (1,616,516) - - -
Short-term notes and bills payable 300,000 (300,000) (300,000) - - -
Notes and accounts payable 5,232,851 (5,232,851) (5,232,851) - - -
Accounts Payable-related parties 546,513 (546,513) (546,513) - - -
Payroll and bonus payable 788,435 (788,435) (788,435) - - -
Royalty payable 169,340 (169,340) (169,340) - - -
Other payables-related parties 46,489 (46,489) (46,489) - - -
Lease liabilities (current and non-current) 490,072 (550,086) (51,789) (52,890) (81,994) (363,413)
Accrued expense (recognized in other
current liabilities)
833,326 (833,326) (833,326) - - -
Guarantee deposits received 575 (575) - (575) - -
Derivative financial liabilities
Financial liabilities at fair value through
profit or loss-current
Outflows 46,359 (46,693) (46,693) - - -
\$ 10,068,207 (10,130,824) (9,631,952) (53,465) (81,994) (363,413)

The Company does not expect that the cash flows included in the maturity analysis could occur significantly earlier or at significantly different amounts.

  • C. Currency risk
  • (a) Exposure to currency risk

The Company's significant exposure to foreign currency risk was as follows:

December 31, 2021 December 31, 2020
Foreign
currency
Exchange
rate
TWD Foreign
currency
Exchange
rate
TWD
Financial Assets
Monetary items
USD \$
134,413
27.68 3,720,552 114,662 28.48 3,265,574
CNY 183,573 4.34 796,707 221 4.37 966
Non-Monetary items
EUR 33,110 31.32 note - - -
Financial Liabilities
Monetary items
USD 137,437 27.68 3,804,256 140,892 28.48 4,012,604
EUR 251 31.32 7,861 39,951 35.02 1,399,084
Non-Monetary items
EUR 1,500 31.32 note 41,300 35.02 note

Note: Please refer to note 6(2) for the disclosure on the derivative of financial assets (forward exchange) measured at fair value.

(b) Sensitivity analysis

The Company' s exposure to foreign currency risk arises from the foreign currency exchange gains and losses on cash and cash equivalents, notes and accounts receivable (including related parties), other receivables (including related parties), short-term borrowings, and notes and accounts payable (including related parties) that are denominated in foreign currency. 5% depreciation or appreciation of the TWD against the above foreign currency at December 31, 2021 and 2020, would have increased (decreased) the net income as follows. (This analysis is based on foreign currency exchange rate variances that the Company considered to be reasonably possible at the reporting date. The analysis assumes that all other variables remain constant.)

2021
Depreciation \$
35,257
(107,306)
Appreciation \$
(35,257)
107,306

(c) Exchange gains and losses of functional currency

It is impractical to disclose the foreign exchange losses by each significant foreign currency due to the variety of the functional currencies of the Company. The details of the net foreign currency exchange gains (losses) (including realized and unrealized) were as follows:

2021 2020
\$
(212,507)
(209,623)

D. Interest rate analysis

The following sensitivity analysis is based on the risk exposure to interest rates on the derivative and non-derivative financial instruments on the reporting date. For variable rate instruments, the sensitivity analysis assumes the variable rate liabilities are outstanding for the whole year on the reporting date. The Company's internal management was reported with the exposure to changes in interest rates of 0.25%, which is considered by management to be a reasonable change of interest rate.

If the interest rate had increased or decreased by 0.25%, the Company's net income before income taxes would have increased or decreased by \$1,695 and \$2,202 for the years ended December 31, 2021 and 2020, respectively, with all other variable factors remaining constant. This is mainly due to floating interest rates of the Company's cash and cash equivalents and short-term borrowings.

  • E. Fair value of financial instruments
  • (a) Categories of financial instruments and fair value

The carrying amounts of the Company' s current non-derivative financial instruments were considered to approximate their fair value due to their short-term nature. This methodology applies to financial assets and financial liabilities at amortized cost, including cash and cash equivalents, financial assets at amortized cost-current and noncurrent, receivables (including related parties), payables (including related parties), other financial assets – current, refundable deposits, short-term borrowings, short-term notes and bills payable and guarantee deposits received.

Disclosures of fair value are not required for the financial instruments mentioned above. Other than those, the carrying amount and fair value of other financial instruments of the Company as of December 31, 2021 and 2020 were as follows:

December 31, 2021
Fair Value
Carrying
amount
Level 1 Level 2 Level 3 Total
Financial assets at fair value
through profit or loss-current
\$ 147,076 127,545 19,531 - 147,076
Financial assets at fair value
through other comprehensive
income -non-current 25,713 - - 25,713 25,713
\$ 172,789 127,545 19,531 25,713 172,789
Financial liabilities at fair value
through profit or loss-current
\$ 124 - 124 - 124
December 31, 2020
Fair Value
Carrying
amount
Level 1 Level 2 Level 3 Total
Financial assets at fair value
through other comprehensive
income-non-current
\$ 26,999 - - 26,999 26,999
Financial liabilities at fair value
through profit or loss-current
\$ 46,359 - 46,359 - 46,359

(b) Valuation techniques for financial instruments measured at fair value

  • (i) The listed stocks, beneficiary certificates and global depositary receipts held by the Company are measured at fair value according to standard provision and conditions; the fair value is measured using the quoted price in an active market.
  • (ii) Derivative financial instruments–forward exchange contracts held by the Company are measured by using the current forward foreign exchange rates.
  • (iii) Financial instruments without an active market held by the Company are measured at fair value according to the market approach; the fair value is assessed by using the price-equity ratio and price-earnings ratio of the competitors.
  • (c) There is no transfer between the levels for the years ended December 31, 2021 and 2020.
  • (d) Reconciliation of Level 3 fair values-equity investment without an active market
2021 2020
Financial assets at fair value through other
comprehensive income
Balance at January 1 \$
26,999
8,669
Addition for the period - 9,262
Gains or losses recognized in other comprehensive
income (1,286) 9,068
Balance at December 31 \$
25,713
26,999

(e) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement

The Company's financial instruments that use Level 3 inputs to measure the fair value include financial assets at fair value through other comprehensive income– equity investments.

The Company classified the equity investments without an active market as recurring level 3 fair values in the value hierarchy due to the use of significant unobservable inputs. The significant unobservable inputs of the equity investments without an active market are independent, therefore, there is no correlation between them.

Quantified information of significant unobservable inputs was as follows:

Item Valuation
technique
Significant
unobservable inputs
Inter-relationship
between significant
unobservable inputs and
fair value measurement
Financial assets at fair Market approach •Net price ratio multiplier •The higher the price
value through other (December 31, 2021: equity ratio, the higher
comprehensive 1.91~7.74 and December the fair value
income – equity 31, 2020:1.46~3.10) •The higher the discount
investment without an •Liquidity discount for lack of
active market (December 31, 2021 and marketability, the
December 31, 2020: 30%) lower the fair value

(26) Financial risk management

A. Overview

The Company is exposed to the following risks due to usage of financial instruments:

  • (a) Credit risk
  • (b) Liquidity risk
  • (c) Market risk

This note presents information about the Company's exposure to each of the above risks and the Company' s objectives, policies, and processes for measuring and managing risk. For further information, please refer to the relevant notes.

B. Risk management framework

The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. The board is responsible for developing and monitoring the Company's risk management policies, and meets regularly for discussions.

The Company's risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities. The Company, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Company's Board of Directors oversees how management monitors compliance with the Company's risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The Board of Directors is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, and the results of which are reported to the Board of Directors.

C. Credit risk

Please refer to note 6(25).

D. Liquidity risk

There is no liquidity risk of being unable to raise capital to settle contract obligations since the Company has sufficient capital and working capital to fulfill contract obligations. As there is no open market for the financial assets at fair value through other comprehensive income; hence, they are subject to liquidity risk.

E. Market risk

The Company's purchases and sales are mainly denominated in foreign currency. As a result, current and future cash flows of foreign currency assets and liabilities are exposed to the risk of foreign currency exchange rate volatility. Therefore, the Company engaged in derivative financial instrument transactions as economic hedges against potential changes in assets or liabilities held in foreign currencies. Gains and losses arising from changes in exchange rates are offset by those of the hedged item. As a result, the market risk is low.

The listed stocks, beneficiary certificates and foreign depositary receipts held by the Company are presented under financial assets measured at fair value. Such assets are measured at fair value, and the Company is exposed to market price volatility.

(a) Currency risk

The Company is exposed to currency risk on sales and purchases that are denominated in a currency other than the respective functional currencies of the Company's entities, primarily the TWD, but also including the US dollar (USD), Euro (EUR), and Chinese Yuan (CNY). The currencies used in these transactions are the TWD, EUR, USD and CNY.

In respect of other monetary assets and liabilities denominated in foreign currencies, the Company ensures that its net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates when necessary to address short-term imbalances.

(b) Interest rate risk

The Company holds variable-rate financial assets and liabilities. Please refer to note 6(25) for interest rate risk.

(27) Capital management

The board's policy is to maintain a strong capital base so as to maintain investor, creditor, and market confidence and to sustain future development of the business. Capital consists of share capital, capital surplus, retained earnings, and non-controlling interests of the Company. The Board of Directors monitors the return on capital as well as the level of dividends to ordinary stockholders.

The Company's debt-to-equity ratios at the reporting date were as follows:

December 31,
2021
December 31,
2020
Total liabilities \$ 12,174,065 11,282,934
Less: cash and cash equivalents (5,293,484) (4,078,159)
Net debt \$ 6,880,581 7,204,775
Total equity (adjusted capital) \$ 9,219,609 8,306,231
Debt-to-adjusted-capital ratio 74.63% 86.74%

As of December 31, 2021, the Company has not changed its capital management method.

(28) Investing and financing activities not affecting current cash flow

The Company's investing and financing activities which did not affect the current cash flow were as follows:

  • A. For leased right-of-use assets, please refer to note 6(10).
  • B. Reconciliations of liabilities arising from financing activities were as follows:
January 1, Foreign
exchange
movement
December 31,
2021 Cash flow and others 2021
Short-term borrowings \$
1,614,247
(56,786) (461) 1,557,000
Short-term notes and bills
payable
300,000 (100,000) - 200,000
Lease liabilities (current and
non-current)
490,072 (46,440) (4,543) 439,089
Bonds payable - 1,895,650 584 1,896,234
Guarantee deposits received 575 178 (42) 711
Total liabilities from financing
activities
\$
2,404,894
1,692,602 (4,462) 4,093,034
January 1,
2020
Cash flow Foreign
exchange
movement
and others
December 31,
2020
Short-term borrowings \$
1,626,803
(16,214) 3,658 1,614,247
Short-term notes and bills
payable
- 300,000 - 300,000
Lease liabilities (current and
non-current)
492,853 (49,439) 46,658 490,072
Guarantee deposits received 539 33 3 575
Total liabilities from financing
activities
\$
2,120,195
234,380 50,319 2,404,894

7. Related-party transactions

(1) Names and relationship with related parties

The followings are related parties that have had transactions with the Company during the periods covered in the consolidated financial statements:

Name of related party Relationship with the Company
ZYXEL Foundation The chairman is the same as Unizyx's
ZyFX Technologies Inc. (ZyFX) ZYXEL Foundation's subsidiary
Zyell Solutions Corporation (Zyell) ZyFX's subsidiary
ZQAM Formerly, it was the Company's associate, but
became ZyFX's subsidiary since October 2020.
Ardomus Formerly, it was the Company's subsidiary, but
became the Company's associate since July 2020.
ShareTech Information Co., LTD
(ShareTech)
The Company's associate

(2) Significant related-party transactions

A. Operating Revenues

Account Name Related Party Category 2021 2020
Sales of goods Other related parties \$
31,544
78,922
Associates 3,955 71,292
35,499 150,214
Others Other related parties 6,612 6,600
Associates 85 694
6,697 7,294
\$
42,196
157,508

Except for some products without transaction with other customers to compare with, there was no significant difference between the sales price of the Company for related parties and that of the third parties. The terms of payment are 90 days, and the credit terms for third parties are 30 to 180 days after delivery. Receivables from related parties were not pledged as collateral and were assessed not to provide any loss allowance provision.

B. Purchase

Related Party Category 2021 2020
Other related parties \$
265,984
617,487
Associates - 16,430
\$
265,984
633,917

Except for some products without transaction with other vendors to compare with, there was no significant difference between the purchase price of the Company for related parties and that of the third parties. The payment term for purchase from related parties was 30 to 90 days after purchase, which was not materially different from those offered to third parties.

C. Other transactions

Account Name Related Party Category 2021 2020
Operating Other related parties \$
7,152
25,746
Expenses/Cost of
goods sold
Associates - 8
\$
7,152
25,754
Non-operating Other related parties \$
2,162
2,607
income Associates - 1,332
\$
2,162
3,939

The Company leased out offices to its related parties, with lease terms and prices determined based on mutual agreements. The payment term for rental is 25 days after each quarter, with the related income being classified under non-operating income.

The related parties distributed cash dividends amounting to \$1,182 and \$2,158 to the Company for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021 and 2020, the aforementioned dividends had been received.

D. Receivables from related parties

Account Name Related Party
Category
December 31,
2021
December 31,
2020
Accounts receivable- Other related parties \$
19,383
4,011
related parties Associates 2,612 783
\$
21,995
4,794
Account Name Related Party
Category
December 31,
2021
December 31,
2020
Other receivables- Other related parties \$
2,847
5,709
related parties Associates 224 250
\$
3,071
5,959
E. Payables to related parties
Related Party December 31,
2021
January 1,
2020
Account Name
Accounts payable-
related parties
Category
Other related parties
\$
181,775
546,513

(3) Transactions with key management personnel

Key management personnel compensation comprised:

2021 2020
Short-term employee benefits \$
66,800
51,859
Post-employment benefits 966 926
Share-based payment compensation 4,616 3,845
\$
72,382
56,630

Please refer to note 6(20) for further explanations related to share-based payment transactions.

8. Pledged assets

The carrying values of pledged assets were as follows:

Pledged assets Purpose of pledge December 31,
2021
December
31, 2020
Property, plant and equipment Guarantee of short-term borrowings \$
-
(Note)
430,327
Financial assets at amortized cost
-current and non-current
Contract fulfillment and warranty
guarantee
104,949 50,461
Financial assets at amortized cost
-current and non-current
Guarantee of rental of land from SIPA 20,208 20,208
Refundable deposits Guarantee of quality assurance 41,211 35,195
\$
166,368
536,191

Note: The Company pledged its assets as collateral for a guarantee for bank borrowings facilities, and the assets pledged were released on December 16, 2021.

9. Commitments and contingencies

  • (1) Significant commitments
  • A. The amounts of notes pledged at the bank by Zyxel, MitraStar and ZNet for financing purposes were as follows:
December 31, December 31,
2021 2020
\$
5,957,280
5,347,760

B. The amounts of Zyxel's outstanding letters of credit to facilitate Zyxel's purchases were as follows:

(in thousands USD)

December 31, December 31,
2021 2020
\$
-
649

C. In order to obtain the bid and sales contracts of particular customers, the Company obtained a letter of performance guarantee letter from the bank. The amounts were as follows:

(in thousands)

December 31,
2021
USD \$
5,758
3,608
NTD \$
3,941
16,323
EUR \$
1,670
1,000
TRY \$
100
-

D. MitraStar signed a research agreement with Taiwan SMECF commissioned by the Ministry of Economic Affairs. In order to receive the project grant, MitraStar obtained a letter of performance guarantee letter from the bank and submitted a promissory note. The amounts were as follows:

December 31,
2021
December 31,
2020
Promissory letter \$
-
14,900
Guarantee letter \$
-
14,900
  • E. The Company signed technology licensing and patent licensing agreements with certain companies, and was required to pay licensing fees in proportion to sales revenue of the licensed products or agreed royalty during the patent term under the agreements.
  • F. The Company signed agency service agreements with certain companies and was required to pay commission fees in proportion to commissioned sales under the agreements.

(2) Contingencies liabilities

In June 2020, UNM Rainforest Innovations asserted that Zyxel' s products infringed its certain patents and filed a lawsuit against Zyxel. Zyxel has engaged a lawyer to defend the case. However, the Company believes that the lawsuit mentioned above will not have any significant impact on its current operations.

10. Losses due to major disasters: None

11. Subsequent events: None

12. Other

A summary of current-period employee benefits, depreciation, and amortization, by function, is as follows:

By function 2021 2020
Classified Classified Classified Classified
By item as
as
cost of
operating
goods sold
expenses
Total as
cost of
goods sold
as
operating
expenses
Total
Employee benefits
Salaries 484,159 2,696,825 3,180,984 360,431 2,580,944 2,941,375
Labor and health insurance 53,003 257,185 310,188 28,950 237,057 266,007
Pension 41,412 121,097 162,509 31,151 101,581 132,732
Others 26,573 83,269 109,842 19,861 85,057 104,918
Depreciation 101,097 172,637 273,734 85,571 182,480 268,051
Amortization 27,846 65,309 93,155 15,292 80,514 95,806

13. Other disclosures:

(a) Information on significant transactions

The following is the information on significant transactions required by the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" for the Company:

  • (i) Loans to other parties: Please refer to Table 1.
  • (ii) Guarantees and endorsements for other parties: Please refer to Table 2.
  • (iii) Securities held as of December 31, 2021 (excluding investment in subsidiaries, associates and joint ventures): Please refer to Table 3.
  • (iv) Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT\$300 million or 20% of the capital stock: None
  • (v) Acquisition of individual real estate with amount exceeding the lower of NT\$300 million or 20% of the capital stock: None

  • (vi) Disposal of individual real estate with amount exceeding the lower of NT\$300 million or 20% of the capital stock: None

  • (vii) Related-party transactions for purchases and sales with amounts exceeding the lower of NT\$100 million or 20% of the capital stock: Please refer to Table 4.
  • (viii) Receivables from related parties with amounts exceeding the lower of NT\$100 million or 20% of the capital stock: Please refer to Table 5.
  • (ix) Trading in derivative instruments: Please refer to note 6(2).
  • (x) Business relationships and significant intercompany transactions: Please refer to Table 6.
  • (b) Information on investees (excluding information on investees in Mainland China): Please refer to Table 7.
  • (c) Information on investment in Mainland China:
  • (i) The names of investees in Mainland China, the main businesses and products, and other information: Please refer to Table 8.
  • (ii) Limitation on investment in Mainland China: Please refer to Table 8.
  • (iii) Significant transactions:

The significant inter-company transactions with the subsidiary in Mainland China, which were eliminated in the preparation of the consolidated financial statements, were disclosed in the "Information on significant transactions".

(d) Major shareholders:

(in units of shares)

Shareholding
Shareholder's Name
Shares Percentage
Shun-I Chu 100,173,833 22.09
%
  • Note: (i) The information on major shareholders who hold 5 percent or more of the issuer' s common stocks and preferred stocks, including treasury stocks, is quarterly provided by Taiwan Depository and Clearing Corp. The share capital disclosed on the financial report and the actual numbers of dematerialized securities may be different due to their discrepancies in calculation.
  • (ii) If the shareholder entrusts the shares to the trust, the shareholding will be disclosed by the trustee's account individually. As for those shareholders who are responsible for the declaration of insiders' shareholding with more than 10 percent in accordance with the Securities and Exchange Act, their shareholdings shall include their own shares and the trust in which they have the authority to decide the allocation of their trust assets. Please refer to the Market Observation Post System for information on the insiders' shareholding.

14. Segment information

(1) General information and industrial information

There are four segments that need to be reported: the brand business segment, the product business segment, the channel business segment, and the investment segment. The brand business segment uses the brand name to provide telecommunications service providers end-to-end broadband access solutions and to provide customers instant and local services. The channel business segment focused on the development of channel business and provide enterprise users and home users with products and application services. The product business segment develops products for customers and logistics services that focus on the manufacturing of wired and wireless broadband communications network, the new generation of internet, multimedia, and digital home applications in areas such as intellectual life. The investment segment is for general investment business.

Unizyx had allocated income tax expense (benefit) or non-recurring gains and losses to segments that need to be reported. In addition, all the gains and losses of the segments that need to be reported included significant non-cash items except depreciation and amortization. The reported amounts were presented in accordance with the reports used by the chief operating decision maker. The accounting principles of the operating units are not significantly different from the significant accounting policies in note 4. The Company's operating segments' profits and losses are measured based on net income and loss after tax, which also serves as the basis for assessing the segments' performance.

(2) Segment information

The Company's operating segment information and reconciliations were as follows:

2021
Brand Products Channel Investment Reconciliation
and
elimination
Total
External revenue \$
9,793,169
12,312,776 3,569,425 6,600 - 25,681,970
Inter-segment revenue 393,636 4,741,322 353,939 148,221 (5,637,118) -
Total revenue \$
10,186,805
17,054,098 3,923,364 154,821 (5,637,118) 25,681,970
Reportable segment
operating income
(loss)
\$
910,739
258,454 339,561 (39,457) (43,863) 1,425,434
Depreciation and
amortization
\$
99,195
210,140 63,306 1,052 (6,804) 366,889
Reportable segment
assets
\$
8,862,322
10,760,410 3,170,328 1,762,636 (3,178,314) 21,377,382
Investment accounted
for using the equity
method
16,292
Total assets \$ 21,393,674
2020
Reconciliation
and
Brand Products Channel Investment elimination Total
External revenue \$
8,430,020
10,413,530 3,400,480 6,600 - 22,250,630
Inter-segment revenue 278,862 2,755,062 337,779 123,747 (3,495,450) -
Total revenue \$
8,708,882
13,168,592 3,738,259 130,347 (3,495,450) 22,250,630
Reportable segment
operating income
(loss)
\$
778,939
389,017 120,643 (2,992) 7,087 1,292,694
Depreciation and
amortization
\$
110,451
195,414 64,437 601 (7,046) 363,857
Reportable segment
assets
\$
9,198,869
9,419,184 2,846,686 267,089 (2,166,722) 19,565,106
Investment accounted
for using the equity
method
24,059
Total assets \$ 19,589,165

(3) Information by product and service

For information on products and services for the years ended December 31, 2021 and 2020, please refer to note 6(22).

(4) Geographic information

Sales to customers classified by location of customers is as follows, within which revenue is recognized based on the location of the customer and non-current assets are recognized based on the location of the asset.

A. Revenue from external customers:

For information on revenue from external customers for the years ended December 31, 2021 and 2020, please refer to note 6(22).

B. Non-current assets:

Area December 31,
2021
December 31,
2020
Taiwan \$
1,500,392
1,349,662
China 739,129 653,692
Other countries 253,804 340,554
\$
2,493,325
2,343,908
(5) Information on major customers
2021 2020
Customer A \$
3,777,147
2,552,786
Customer B \$
2,581,149
2,069,060

(Continued)

Unizyx Holding Corporation and Subsidiaries Loans to other parties For the year ended December 31, 2021

|--|--|

Table 1 (In Thousands of New Taiwan Dollars)
Number
(Note 1)
Name of
lender
Name of
borrower
Account
name
Related
party
Highest
balance of
financing to
other parties
during the
period
Ending
balance
(Note 4)
Actual usage
amount
during the
period
Range of
interest
rates
during the
period
Purposes
of fund
financing
for the
borrower
(Note 2)
Transaction
amount for
business
between
two parties
Reasons for
short-term
financing
Loss
allowance
Collateral
Item
Value Individual
funding loan
limits
(Note 3)
Maximum
limit of fund
financing
(Note 3)
Note
0 Unizyx MitraStar Other
receivables-
related parties
Yes 800,000 800,000 800,000 1% 2 - Operating
Capital
- - - 907,029 3,628,117 Note 7
0 Unizyx ZNet " Yes 500,000 500,000 - 1% 2 - Operating
Capital
- - - 907,029 3,628,117 Note 7
1 Zyxel ZNet IN " Yes 14,059 1,300,000
13,638
800,000
13,638
- 2 - Operating
Capital
- - - 427,949 1,711,797 Note 7
1 Zyxel Others (Note
6)
" Yes 146,950 - - - 2 - Operating
Capital
- - - 427,949 1,711,797 Note 7
2 ZNet ZNet IN " Yes 36,772 13,638
36,772
13,638
36,772
- 2 - Operating
Capital
- - - 195,219 780,876 Notes 5
and 7
2 ZNet ZNet SHA " Yes 5,338 - - - 2 - Operating
Capital
- - - 195,219 780,876 Note 7
36,772 36,772

Note 1: The numbers denote the following:

0 represents Unizyx

1 represents Zyxel

2 represents ZNet

Investees are listed in accordance with names and in sequential order starting with 1.

Note 2: Purposes of fund financing for the borrower:

  1. For those companies with business transaction with the Company, please fill in 1.

  2. For those companies with short-term financing needs, please fill in 2.

79

  • Note 3: The policies for the limit on total financing amount and the financing limit for any individual entity are prescribed as follows: The total financing amount shall not exceed 40% of the lender's net worth, which is based on its latest audited or reviewed parent-company-only financial statements. The financing limit for any individual entity varies with different purposes of fund financing, listed as follows:
    1. For those borrowers with business transaction with the lender, the amount of each fund financing shall not exceed the higher amount of the total purchases from, or sales to, the borrower in the most recent year or in the current year.
    1. For those borrowers with short-term financing needs, the amount of each funding financing shall not exceed 10% of the lender's net worth, which is based on its latest audited or reviewed parent-company-only financial statements.
  • Note 4: The ending balance is the valid loan amount approved by the Board of Directors.
  • Note 5: The ending balance included the amount of credit balance of investments accounted for using the equity method amounting to \$262,215.
  • Note 6: Financings with amounts less than \$10,000 were included herein.
  • Note 7: The inter-company transactions and balances had been eliminated in the consolidated financial statements.

Unizyx Holding Corporation and Subsidiaries

Guarantees and endorsements for other parties

For the year ended December 31, 2021

Table 2 (In Thousands of New Taiwan Dollars)

Counter-party of Limitation on
guarantee and amount of Highest Balance of Property Ratio of Maximum Guarantee
endorsement guarantees and balance for guarantees Actual usage pledged for accumulated amounts amount for Guarantee Guarantee provided to
Number Name of Relationship endorsements guarantees and and amount during the guarantees and of guarantees and guarantees and provided by provided by subsidiaries in
guarantor with the for a specific endorsements endorsements as of period endorsements endorsements to net endorsements parent a subsidiary Mainland
Name Company enterprise during reporting date (Amount) worth of the latest (Note 3) company China
(Note 2) (Note 3) the period financial statements
0 Unizyx MitraStar 2 4,535,146 2,410,700 2,409,920 1,422,660 - 26.57
%
4,535,146 Y N N
0 Unizyx ZNet 2 4,535,146 1,860,000 1,860,000 100,000 - 20.51
%
4,535,146 Y N N
4,269,920 1,522,660
1 ZyAS ZyIT 2 4,535,146 35,020 31,320 - - 0.35
%
4,535,146 N N N
1 ZyAS ZyUK 2 4,535,146 39,127 38,046 - - 0.42
%
4,535,146 N N N
69,366 -

Note 1: The numbers denote the following:

0 represents Unizyx

1 represents ZyAS

Investees are listed in accordance with names and in sequential order starting with 1.

Note 2: The relation between guarantor and guarantee and their endorsement should be disclosed as one of the following:

  1. A company with which it does business.

  2. A company in which the public company directly and indirectly holds more than 50% of the voting shares.

  3. A company that directly and indirectly holds more than 50 % of the voting shares in the public company.

  4. A company in which the public company holds, directly or indirectly, 90% or more of the voting shares.

    1. A company that fulfills its contractual obligations by providing mutual endorsements/guarantees for another company in the same industry or for joint builders for purposes of undertaking a construction project.
    1. A company that all capital contributing shareholders make endorsements/ guarantees for their jointly invested company in proportion to their shareholding percentages.
    1. Companies in the same industry provide among themselves joint and several securities for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for each other.
  5. Note 3: The policies for the limit on the total amount of guarantees and endorsements are prescribed as follows:

    1. The total amount of guarantees and endorsements provided by each guarantor to any specific party or subsidiary shall not exceed 50% of Unizyx's net worth. The total amount of guarantees and endorsements provided by each guarantor and Company's subsidiary shall not exceed 50% of Unizyx's net worth. The total amount of guarantees and endorsements provided by each guarantor and Company's subsidiary to any specific-party shall not exceed 50% of Unizyx's net worth. If the total amount of guarantees and endorsements provided by each guarantee and Company's subsidiary exceed 50% of Unizyx's net worth, the Company should disclose its necessity and rationality at the shareholder's meeting.
    1. For those companies with business transactions, except for the abovementioned rules of limit, the amount of each guarantee and endorsement shall not exceed the transaction amount between two parties, which is the higher amount of the sales or purchases.

Unizyx Holding Corporation and Subsidiaries

Securities held as of December 31, 2021 (excluding investment in subsidiaries, associates and joint ventures)

For the year ended December 31, 2021

Table 3 (In Thousands of New Taiwan Dollars; In Thousands of Shares)

Ending balance Highest
percentage
Name of
holder
Category and name of security Relationship
with company
Account title Shares/
Units
Carrying
value
Percentage
of ownership
(%)
Fair
Value
of
ownership
during the
year (%)
Note
Unizyx Stock: ZQAM Other related
party
Financial assets at fair value through other
comprehensive income-non current
2,263 9,262 10
%
9,262 13
%
Zyxel iShares Semiconductor ETF - Financial assets at fair value through profit or
loss-current
1 19,830 - 19,830 -
Zyxel Stock: Alphabet Inc. Class C - " - 9,051 - 9,051 -
Zyxel ADR: Taiwan Semiconductor
Manufacturing Co., Ltd.
- " 2 7,889 - 7,889 -
Zyxel Stock: Realtek Semiconductor Corp. - " 8 4,640 - 4,640 -
Zyxel Stock: MediaTek Inc. - " 3 3,570 - 3,570 -
Zyxel Yuanta/P-shares Taiwan Top 50 ETF - " 2 291 - 291 -
Zyxel Stock: Ubiik Inc. - Financial assets at fair value through other
comprehensive income-non current
956 45,271
15,657
8
%
15,657 8
%
Zyxel Stock: Lionic Corp - " 500 794 2
%
794 3
%
Zyxel Stock: Global Channel Resource Pte.
Ltd.
- " 600 - 8
%
- 8
%
Zyxel Stock: Zowie Technology Corp. - " 19 - - - -
Zyxel Stock: Aetas Technology Inc. - " 296 -
16,451
1
%
- 1
%
Ending balance Highest
percentage
Name of
holder
Category and name of security Relationship
with company
Account title Shares/
Units
Carrying
value
Percentage
of ownership
(%)
Fair
Value
of
ownership
during the
year (%)
Note
ZNet iShares Semiconductor ETF - Financial assets at fair value through profit or
loss-current
- 5,419 - 5,419 -
ZNet ADR: Taiwan Semiconductor
Manufacturing Co., Ltd.
- " 1 2,617 - 2,617 -
ZNet Yuanta/P-shares Taiwan Top 50 ETF - " 13 1,892 - 1,892 -
ZNet Stock: Taiwan Semiconductor
Manufacturing Co., Ltd.
- " 2 1,230 - 1,230 -
ZNet Stock: MediaTek Inc. - " 1 1,190
12,348
- 1,190 -
MitraStar iShares Semiconductor ETF - Financial assets at fair value through profit or
loss-current
1 10,778 - 10,778 -
MitraStar Stock: Microsoft Corporation - " 1 9,793 - 9,793 -
MitraStar Stock: Goldman Sachs Group, Inc. - " 1 7,942 - 7,942 -
MitraStar ADR: Taiwan Semiconductor
Manufacturing Co., Ltd.
- " 2 7,713 - 7,713 -
MitraStar Stock: Realtek Semiconductor Corp. - " 8 4,640 - 4,640 -
MitraStar Stock: Skyworks Solutions, Inc. - " 1 3,727 - 3,727 -
MitraStar Stock: MediaTek Inc. - " 3 3,570 - 3,570 -
48,163
Ending balance Highest
percentage
Name of
holder
Category and name of security Relationship
with company
Account title Shares/
Units
Carrying
value
Percentage
of ownership
(%)
Fair
Value
of
ownership
during the
year (%)
Note
Zychamp iShares MSCI Taiwan ETF - Financial assets at fair value through profit or
loss-current
6 10,299 - 10,299 -
Zychamp Yuanta/P-shares Taiwan Top 50 ETF - " 25 3,638 - 3,638 -
Zychamp Stock: Meta Platforms, Inc. - " - 3,259 - 3,259 -
Zychamp KraneShares CSI China Internet ETF - " 2 1,778 - 1,778 -
Zychamp Stock: MediaTek Inc. - " 1 1,190 - 1,190 -
Zychamp CTBC MSCI China Free 50 ex A and
B ETF
- " 50 1,037 - 1,037 -
Zychamp Stock: Holtek Semiconductor Inc. - " 5 562
21,763
- 562 -
Zychamp Stock: Unizyx Final parent
company
Financial assets at fair value through other
comprehensive income-non current
8,146 285,526 2
%
285,526 2
%
Note
Zychamp Stock: Homeyen Networks Co., Ltd. - " 169 - 11
%
- 11
%
Zychamp Stock: Essence Technology Solution,
Inc.
- " 91 - 3
%
- 3
%
Zychamp Stock: Handlink Technologies Inc. - " 296 - 1
%
- 1
%
Zychamp Stock: L7 Networks Inc. - " 1 - 1
%
- 1
%
Zychamp Stock: Accfast Technology Corp. - " 113 - 5
%
- 5
%
285,526

Note: The inter-company transactions and balances had been eliminated in the consolidated financial statements.

Unizyx Holding Corporation and Subsidiaries

Related-party transactions for purchases and sales with amounts exceeding the lower of NT\$100 million or 20% of the capital stock

For the year ended December 31, 2021

Table 4 (In Thousands of New Taiwan Dollars)

Name of
Related
Transaction details Transactions
with terms
different from
others
Notes/Accounts receivable
(payable)
company party Nature of relationship Purchase
/Sale
Amount Percentage
of total
purchases /
sales
Payment terms Unit
price
Payment
terms
Ending
balance
(Note 3)
Percentage of
total notes /
accounts
receivable
(payable)
Note
Zyxel ZyAS Subsidiary to subsidiary Sales 4,253,402 45
%
150 days after delivery Note 1 1,973,487 47
%
Note 5
Zyxel ZyUSA Subsidiary to subsidiary Sales 2,555,570 27
%
135 days after delivery Note 1 1,033,353 24
%
Note 5
Zyxel ZyIT Subsidiary to subsidiary Sales 757,145 8
%
180 days after delivery Note 1 601,021 14
%
Note 5
Zyxel ZNet AS Subsidiary to subsidiary Sales 194,261 2
%
90 days after delivery Note 1 65,116 2
%
Note 5
Zyxel ZyBR Subsidiary to subsidiary Sales 132,743 1
%
180 days after delivery Note 1 219,761 5
%
Note 4
and 5
Zyxel ZyFX Subsidiary to other related
party
Purchase (246,489) (3)% 90 days after receipt Note 2 (177,757) (7)%
ZNet ZNet AS Subsidiary to subsidiary Sales 1,740,826 72
%
90~150 days after delivery Note 1 784,319 80
%
Note 5
ZNet ZyTPE Subsidiary to subsidiary Sales 240,755 10
%
60~90 days after delivery Note 1 33,953 3
%
Note 5
ZNet ZyUSA Subsidiary to subsidiary Sales 152,324 6
%
135 days after delivery Note 1 38,983 4
%
Note 5
MitraStar Zyxel Subsidiary to subsidiary Sales 4,595,705 27
%
90 days after delivery Note 1 1,439,802 39
%
Note 5
MitraStar Monetics Subsidiary to subsidiary Sales 731,047 4
%
45~140 days after delivery Note 1 189,655 5
%
Note 5
MitraStar ZNet Subsidiary to subsidiary Sales 144,640 1
%
90 days after delivery Note 1 55,705 2
%
Note 5
MitraStar XSquare Subsidiary to subsidiary Sales 153,820 1
%
90 days after delivery Note 1 - - Note 5
Transaction details Transactions
with terms
different from
others
Notes/Accounts receivable
(payable)
Name of
company
Related
party
Nature of relationship Purchase
/Sale
Amount Percentage
of total
purchases /
sales
Payment terms Unit
price
Payment
terms
Ending
balance
(Note 3)
Percentage of
total notes /
accounts
receivable
(payable)
Note
MitraStar Wuxi MSTC Subsidiary to subsidiary Processing
and purchase
(6,384,400) 39
%
90 days after receipt Note 2 - - Note 5
MitraStar Zyxel Subsidiary to subsidiary Purchase (926,927) 6
%
90 days after receipt Note 2 - - Note 5
MitraStar XSquare Subsidiary to subsidiary Purchase (168,188) 1
%
90 days after receipt Note 2 (8,383) - Note 5
ZyAS ZyDE Subsidiary to subsidiary Sales 558,622 14
%
30~120 days after delivery Note 1 149,430 15
%
Note 5
ZyAS ZyCZ Subsidiary to subsidiary Sales 231,955 6
%
120~180 days after delivery Note 1 122,265 12
%
Note 5
ZyAS ZyUK Subsidiary to subsidiary Sales 224,612 6
%
30~120 days after delivery Note 1 58,846 6
%
Note 5
ZyAS ZyTR Subsidiary to subsidiary Sales 146,851 4
%
130 days after delivery Note 1 6,017 1
%
Note 5

Note 1: The selling prices of Zyxel and ZNet to its related parties are determined based on the market price, with the payment term of 30~180 days after delivery; however, the collection of payment is currently depended on the capital status of the subsidiaries. The selling prices of MitraStar to its related parties are determined based on the market price, with the payment term of EOM 45~140 days; however, the collection of payment is currently depended on the capital status of the subsidiaries. The selling prices of ZyAS to its related parties are determined based on the market price, with the payment term of 21~180 days after delivery; however, the collection of payment is currently depended on the capital status of the subsidiaries.

  • Note 2: There is no significant difference between the payment term of MitraStar for its related parties and that of the third parties. The prices of processing are determined based on the mutual agreement between MitraStar and Wuxi MSTC. There is no significant difference between the payment term and pricing of Zyxel for its related parties and that of the third parties except for products with no transaction with other vendors to compare.
  • Note 3: The ending balance abovementioned included the amounts for financing that were classified as other accounts receivable-related parties.
  • Note 4: The ending balance included the amount of credit balance of investments accounted for using the equity method amounting to \$449,195.
  • Note 5: The inter-company transactions and balances had been eliminated in the consolidated financial statements.

Unizyx Holding Corporation and Subsidiaries

Receivables from related parties with amounts exceeding the lower of NT\$100 million or 20% of the capital stock

For the year ended December 31, 2021

Table 5 (In Thousands of New Taiwan Dollars)

Name Ending Overdue Amounts received
of
company
Related party Nature of relationship balance
(Note 2)
Turnover
rate
Amount Action taken in subsequent
period (Note 1)
Loss allowance Note
Unizyx MitraStar Parent company to
subsidiary
815,273 Note 4 - - - - Note 5
Zyxel ZyAS Subsidiary to subsidiary 1,973,487 3 66,071 Enhanced Collecting 643,393 - Note 5
Zyxel ZyUSA Subsidiary to subsidiary 1,033,353 3 - - 271,338 - Note 5
Zyxel ZyIT Subsidiary to subsidiary 601,021 1 238,648 Enhanced Collecting 217,854 - Note 5
Zyxel ZyBR Subsidiary to subsidiary 219,761 1 170,261 Enhanced Collecting 75,719 - Notes 3
and 5
ZNet ZNet AS Subsidiary to subsidiary 784,319 2 286,758 Enhanced Collecting 326,389 - Note 5
MitraStar Zyxel Subsidiary to subsidiary 1,439,802 4 - - 1,195,328 - Note 5
MitraStar Monetics Subsidiary to subsidiary 189,655 8 26,282 Enhanced Collecting 113,904 - Note 5
ZyAS ZyDE Subsidiary to subsidiary 149,430 5 - - 137,334 - Note 5
ZyAS ZyCZ Subsidiary to subsidiary 122,265 2 - - 50,941 - Note 5

Note 1: Information as of February 28, 2022.

Note 2: The abovementioned ending balance included the amount for financing, which was recognized as other accounts receivable-related parties.

Note 3: The abovementioned ending balance included the amount of credit balance of investments accounted for using the equity method amounting to \$449,195.

Note 4: The ending balance included the receivable from related parties for the financing purpose amounting to \$800,000.

Note 5: The inter-company transactions and balances had been eliminated in the consolidated financial statements.

Unizyx Holding Corporation and Subsidiaries

Business relationships and significant intercompany transactions

For the year ended December 31, 2021

Table 6 (In Thousands of New Taiwan Dollars)

Nature Intercompany transactions
Number
(Note 1)
Name of
company
Name of
counter-party
of
relationship
(Note 2)
Account name Amount Trading terms Percentage of the
consolidated net
revenue or total assets
0 Unizyx MitraStar 1 Other receivables-related parties 800,000 4
%
1 Zyxel ZyAS 3 Operating revenues 4,253,402 150 days after delivery 17
%
1 Zyxel ZyUSA 3 Operating revenues 2,555,570 135 days after delivery 10
%
1 Zyxel ZyIT 3 Operating revenues 757,145 180 days after delivery 3
%
1 Zyxel Others (Note 3) 3 Operating revenues 571,322 30~180 days after delivery 2
%
1 Zyxel ZyAS 3 Accounts receivable-related parties, net 1,973,487 9
%
1 Zyxel ZyUSA 3 Accounts receivable-related parties, net 1,033,353 5
%
1 Zyxel ZyIT 3 Accounts receivable-related parties, net 601,021 3
%
1 Zyxel ZyBR 3 Accounts receivable-related parties, net 219,761 1
%
2 ZNet ZNet AS 3 Operating revenues 1,740,826 90~150 days after delivery 7
%
2 ZNet Others (Note 3) 3 Operating revenues 549,960 30~180 days after delivery 2
%
2 ZNet ZNet AS 3 Accounts receivable-related parties, net 784,319 4
%
3 MitraStar Zyxel 3 Operating revenues 4,595,705 90 days after delivery 18
%
3 MitraStar Monetics 3 Operating revenues 731,047 45~140 days after delivery 3
%
3 MitraStar Others (Note 3) 2 and 3 Operating revenues 299,776 60~90 days after delivery 1
%
3 MitraStar Wuxi MSTC 3 Cost of goods sold 6,384,400 90 days after receipt 25
%
3 MitraStar Zyxel 3 Cost of goods sold 926,927 90 days after receipt 4
%
3 MitraStar Zyxel 3 Accounts receivable-related parties, net 1,439,802 7
%
3 MitraStar Others (Note 3) 3 Accounts receivable-related parties, net 363,260 2
%
Nature Intercompany transactions
Number
(Note 1)
Name of
company
Name of
counter-party
of
relationship
Account name Amount Trading terms Percentage of the
consolidated net
(Note 2) revenue or total assets
4 ZyAS ZyDE 3 Operating revenues 558,622 30~120 days after delivery 2
%
4 ZyAS Others (Note 3) 3 Operating revenues 773,165 21~180 days after delivery 3
%
4 ZyAS Others (Note 3) 3 Accounts receivable-related parties, net 406,046 2
%

Note 1: The numbers denote the following:

0 represents Unizyx

1 represents Zyxel

2 represents ZNet

3 represents MitraStar

4 represents ZyAS

Investees are listed by names and numbered starting with 1.

Note 2: The nature of relationship is as follows:

1 represents parent company to subsidiary

2 represents subsidiary to parent company

3 represents subsidiary to subsidiary

Note 3: Other transactions with the amount that less than 1% of the consolidated net revenue or total assets were not disclosed.

Unizyx Holding Corporation and Subsidiaries

Information on investees (excluding information on investees in Mainland China)

For the year ended December 31, 2021

Table 7 (In Thousands of New Taiwan Dollars/Foreign Currency; In Thousands of Shares)

Original investment amount Balance as of December 31, 2021 Highest
Name of
investor
Name of
investee
Location Main businesses and
products
December 31,
2021
December 31,
2020
Shares Percentage
of
ownership
Carrying
value
percentage
of
ownership
during the
year
Net income
(losses) of
investee
Share of
profits/
losses of
investee
Note
Unizyx Zyxel Taiwan Development,
manufacturing and sales of
communications and
networking products
3,431,516 3,431,516 72,450 100 3,973,827 100
%
679,583 678,736 Subsidiary,
notes 1 and
6
Unizyx MitraStar Taiwan Development,
manufacturing and sales of
communications and
networking products
3,337,920 3,337,920 316,800 100 3,580,255 100
%
260,556 201,262 Subsidiary,
notes 1 and
6
Unizyx ZNet Taiwan Development and sales of
communications and
networking products
1,710,098 1,200,100 108,888 94 1,819,035 100
%
242,014 253,592 Subsidiary,
notes 1 and
6
Unizyx Black Cat Taiwan Development and sales of
information security
products, and consultant
management services
10,000 10,000 2,200 67 20,120 67
%
(5,345) (3,563)Subsidiary
and note 6
9,393,237 1,130,027
Zyxel ZyUSA U.S.A. Sales and marketing 271,810
(USD 9,506)
271,810
(USD 9,506)
9,807 100 286,026 100
%
63,164 Note 2 Subsidiary
and note 6
Zyxel Zychamp Taiwan Investment activities 540,000 540,000 8,902 100 333,506 100
%
142 Note 2 Subsidiary
and note 6
Zyxel ZyTR Turkey Sales and marketing 362,862
(USD 11,977)
362,862
(USD 11,977)
29,137 100 197,762 100
%
63,418 Note 2 Subsidiary
and note 6
Zyxel ZyAS Denmark Sales and marketing 501,390
(EUR 11,980)
501,390
(EUR 11,980)
20,712 100 389,191 100
%
83,200 Note 2 Subsidiary
and note 6
Original investment amount Balance as of December 31, 2021 Highest
Name of
investor
Name of
investee
Location Main businesses and
products
December 31,
2021
December 31,
2020
Shares Percentage
of
ownership
Carrying
value
percentage
of
ownership
during the
year
Net income
(losses) of
investee
Share of
profits/
losses of
investee
Note
Zyxel Gemini Germany Development of
communications and
networking products
Note 4 154,320
(EUR 4,000)
- - - 100
%
2,193 Note 2 Subsidiary
and note 6
Zyxel ShareTech Taiwan Development,
manufacturing and sales of
communications and
networking products
10,950 10,950 848 38 13,851 38
%
6,234 Note 2 Associate
Zyxel Ardomus Taiwan Development and sales of
network digital control
products
48,411 48,411 4,841 48 2,441 48
%
(18,506) Note 2 Associate
Zyxel ZyBR Brazil Sales and marketing 53,373
(USD 1,668)
53,373
(USD 1,668)
5,849 100 (449,195)
773,582
100
%
(44,702) Note 2 Subsidiary
and note 6
ZyAS ZyDE Germany Sales and marketing 67,461
(EUR 1,525)
67,461
(EUR 1,525)
- 100 119,725 100
%
6,729 Note 2 Subsidiary
and note 6
ZyAS ZyUK United
Kingdom
Sales and marketing 319,542
(EUR 6,450)
319,542
(EUR 6,450)
5,375 100 51,734 100
%
4,467 Note 2 Subsidiary
and note 6
ZyAS ZyIT Italy Sales and marketing 78,335
(EUR 2,336)
78,335
(EUR 2,336)
10 100 45,281 100
%
6,133 Note 2 Subsidiary
and note 6
ZyAS Gemini Germany Development of
communications and
networking products
31,565
(EUR 976)
Note 4
- - 100 31,198 100
%
2,193 Note 2 Subsidiary
and note 6
ZyAS ZyCZ Czech
Republic
Sales and marketing 66,283
(EUR 1,543)
66,283
(EUR 1,543)
19,000 100 17,976 100
%
3,016 Note 2 Subsidiary
and note 6
ZyAS ZyES Spain Sales and marketing 2,165
(EUR 53)
2,165
(EUR 53)
3 100 3,572 100
%
1,310 Note 2 Subsidiary
and note 6
269,486
Original investment amount Balance as of December 31, 2021 Highest
Name of
investor
Name of
investee
Location Main businesses and
products
December 31,
2021
December 31,
2020
Shares Percentage
of
ownership
Carrying
value
percentage
of
ownership
during the
year
Net income
(losses) of
investee
Share of
profits/
losses of
investee
Note
MitraStar Bluebell British
Virgin
Islands
Investment activities 1,519,277
(USD 45,150)
1,519,277
(USD 45,150)
32,856 100 1,917,286 100
%
132,341 Note 2 Subsidiary
and note 6
MitraStar XSquare Taiwan Development and sales of
communications and
networking products
137,960 50,000 13,796 92 102,512 100
%
(31,207) Note 2 Subsidiary
and note 6
2,019,798 -
ZNet ZNet AS Denmark Sales and marketing 415,320
(EUR 12,000)
415,320
(EUR 12,000)
20,712 100 261,578 100
%
89,834 Note 2 Subsidiary
and note 6
ZNet ZyTPE Taiwan Development and sales of
communications and
networking products
Note 3 Note 3 6,000 100 111,079 100
%
34,408 Note 2 Subsidiary
and note 6
ZNet ZNet TH Thailand Sales and marketing 74,969
(USD 2,389)
74,969
(USD 2,389)
8,000 100 55,475 100
%
3,908 Note 2 Subsidiary
and note 6
ZNet ZNet KR South
Korea
Sales and marketing 11,127
(USD 390)
11,127
(USD 390)
72 65 21,322 65
%
(164) Note 2 Subsidiary
and note 6
ZNet ZNet EE Estonia Sales and marketing -
Note 5
88
(EUR 3)
- - - 100
%
- Note 2 Note 5
ZNet ZNet IN India Sales and marketing 17,176
(USD 568)
17,176
(USD 568)
8,470 100 (262,215) 100
%
5,621 Note 2 Subsidiary
and note 6
ZNet AS ZNet FR France Sales and marketing 122,449
(EUR 3,603)
122,449
(EUR 3,603)
10 100 187,239
88,497
100
%
2,169 Note 2 Subsidiary
and note 6
ZNet AS ZNet BNL Netherlands Sales and marketing 54,089
(EUR 1,350)
54,089
(EUR 1,350)
14 100 45,056 100
%
1,489 Note 2 Subsidiary
and note 6
ZNet AS ZNet RUS Russia Sales and marketing 28
(EUR 1)
28
(EUR 1)
- 100 2,364
135,917
100
%
590 Note 2 Subsidiary
and note 6
  • Note 1: The share of the investee company's loss comprises the share of subsidiary's loss after the elimination of unrealized gross profit on inter-company sales transactions.
  • Note 2: The share of profits/losses of the investee company is not disclosed herein as such amount is already included in the share of profits/losses of the investor company.
  • Note 3: The issued capital of ZyTPE comprised of \$50,000 capital increase by cash and \$60,000 capital increase by retained earnings. In March 2019, \$50,000 capital was returned to the investor.
  • Note 4: In October 2021, Zyxel sold the holding shares in Gemini to ZyAS with the carrying amount of the investment in Gemini.
  • Note 5: ZNet EE was liquidated in July 2021.
  • Note 6: The inter-company transactions and balances had been eliminated in the consolidated financial statements.

Unizyx Holding Corporation and Subsidiaries

Information on investment in Mainland China

For the year ended December 31, 2021

(1) Information on investment in Mainland China

Accumulated
outflow of
Investment flows Accumulated
outflow of
Direct/indirect Highest
percentage
Share of Carrying Accumulated
Name of
investee
Main businesses and
products
Issued
Capital
Method of
investment
investment from
Taiwan as of
January 1, 2021
Out-flow Inflow investment from
Taiwan as of
December 31,
2021
Net income
(losses) of
investee
shareholding
(%) by the
Company
of
ownership
during the
year
profits/losses
of investee
(Note 6)
amount as of
December 31,
2021
repatriation
of investment
income
Tianjin
Huagin
Sales of communications
and networking products
and technical consulting
service
44,375 Note 1 42,156 - - 42,156 (75)ZNet directly
holds 95%
95
%
(71) 1,535 -
ZNet SHA Sales of communications,
networking products and
technical consulting
service
266,259 Note 1 266,259 - - 266,259 2,718 ZNet directly
holds 100%
100
%
3,051
(Note 7)
4,938 -
Wuxi MSTC Manufacturing and sales
of communications and
networking products and
technical consulting
service
1,013,953 Note 2 1,013,953 - - 1,013,953 132,622 MitraStar
indirectly holds
100%
100
%
132,622 1,976,291 -
Genezys Development of
communications and
networking products
209,806 Note 3 209,806 - - 209,806 6,463 MitraStar
indirectly holds
100%
100
%
6,463 244,477 -
Monetics Sales of communications,
networking products and
network technology
transfer service
360,658 Note 3 and
4
282,403 - - 282,403 25,667 MitraStar
indirectly holds
100%
100
%
25,667 232,610 -
Beijing
HuaqinWorld
Sales of communications,
networking products and
network technology
transfer and consulting
service
236,860 Note 5 - - - - - MitraStar
indirectly holds
49%
49
%
- - -

Table 8 (In Thousands of New Taiwan Dollars)

(2) Limitation on investment in Mainland China

Company Accumulated investment amount
remitted from Taiwan to Mainland
China as of December 31, 2021
Approved investment amount by
Ministry of Economic Affairs
Investment Commission
Limitation on investment in Mainland China in
accordance with regulations of Ministry of Economic
Affairs Investment Commission (Note 8)
ZNet 308,415 308,415 1,178,948
MitraStar 1,506,162 1,584,417 2,209,918

Note 1: Direct investment in the company in Mainland China by ZNet.

Note 2: Indirect investment in Mainland China through an existing investee company (Bluebell) in a third region.

Note 3: Direct investment in the company in Mainland China by MitraStar.

Note 4: The issued capital of Monetics amounting to \$78,255 was invested by Bluebell through self-funding. In May 2019, 50% ownership of Monetics was transferred to MitraStar due to adjustment of organizational structure.

Note 5: The investment in Beijing HuaqinWorld was invested by Genezys through self-funding, which is not applicable for the calculation of limitation on the investment in Mainland China. However, Beijing HuaqinWorld went out of business, hence, the carrying amount of the investment had been fully recognized a loss.

Note 6: The amounts were calculated based on the financial statements of the investee company audited by the parent company's auditors in accordance with the materiality standards.

Note 7: The amount comprises the share of ZNet SHA's loss amounting to \$2,718 after the elimination of unrealized gross profit on inter-company sales transactions.

Note 8: In accordance with the Regulations Governing the Examination of Investment or Technical Cooperation in Mainland China amended on August 29, 2008, the limitation on investment in Mainland China shall not exceed 60% of the Company's net worth as of December 31, 2021.