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Cosmo Electronics Corp. — Interim / Quarterly Report 2022
Dec 21, 2022
52104_rns_2022-12-21_bf104328-ae8f-4929-b5c3-08f2d2d4c783.pdf
Interim / Quarterly Report
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COSMO ELECTRONICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’ REPORT MARCH 31, 2022 AND 2021
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For the convenience of readers and for information purpose only, the auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two version, the Chinese-language auditors’ report and consolidated financial statements shall prevail.
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Independent Auditors’ Review Report Translated From Chinese
To the Board of Directors and Shareholders of Cosmo Electronics Corporation
Introduction
We have reviewed the accompanying consolidated financial statements of Cosmo Electronics Corporation and its subsidiaries, which comprise the consolidated balance sheets as at March 31, 2022 and 2021, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the three-month periods then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies. Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34, “Interim Financial Reporting” as endorsed by the Financial Supervisory Commission. Our responsibility is to express a conclusion on these consolidated financial statements based on our reviews and the reports of other independent auditors.
Scope of Review
We conducted our reviews in accordance with the Statement of Auditing Standards No. 65, “Review of Financial Information Performed by the Independent Auditor of the Entity” in the Republic of China. A review of consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Basis for Qualified Conclusion
As explained in Notes 4(3), the financial statements of certain insignificant consolidated subsidiaries were not reviewed by independent auditors. Those statements reflect total assets of NT$625,091 thousand and NT$647,032 thousand, constituting 15% and 16% of the consolidated total assets, and total liabilities of NT$58,727 thousand and NT$109,032 thousand, constituting 2.4% and 5% of the consolidated total liabilities as at March 31, 2022 and 2021, respectively, and total comprehensive income of NT$19,150 thousand and NT$(16,115) thousand, constituting 31% and 35% of the consolidated total comprehensive
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income for the three-month periods then ended, respectively.
Qualified Conclusion
Except for the adjustments to the consolidated financial statements, if any, as might have been determined to be necessary had the financial statements of certain consolidated subsidiaries been reviewed by independent auditors, that we might have become aware of had it not been for the situation described above, based on our reviews, nothing has come to our attention that causes us to believe that the accompanying consolidated financial statements do not present fairly, in all material respects, the consolidated financial position of Cosmo Electronics Corporation and its subsidiaries as at March 31, 2022 and 2021, and of its consolidated financial performance and its consolidated cash flows for the three-month periods then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34, “Interim Financial Reporting” as endorsed by the Financial Supervisory Commission.
Tsai, Yi Tai Liang, Chan Nyu
For and on behalf of PricewaterhouseCoopers, Taiwan May 11, 2022
The accompanying consolidated financial statements are not intended to present to financial position and results of operations and cash flow in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such consolidated financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
For the convenience of readers and for information purpose only, the auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two version, the Chinese-language auditors’ report and consolidated financial statements shall prevail.
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COSMO ELECTRONICS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of New Taiwan dollars)
(The balance sheets as of March 31, 2022 and 2021 are reviewed, not audited)
| Assets | Notes | March31,2022 Amount % $ 464,032 11 2,504 - 337,351 8 15,085 - 18,925 1 5,692 - 696,786 17 91,975 2 2,728 - 1,635,078 39 19,046 1 747,006 18 124,081 3 1,483,758 36 13,542 - 48,783 1 34,261 1 14,795 - 18,908 - 30,974 1 2,535,154 61 $ 4,170,232 100 |
December31,2021 Amount % $ 586,246 15 - - 336,289 8 16,575 - 18,348 1 4,941 - 464,054 12 50,795 1 1,736 - 1,478,984 37 19,050 1 740,479 19 122,369 3 1,465,874 37 13,581 - 55,088 1 36,485 1 15,029 - 18,395 - 24,210 1 2,510,560 63 $ 3,989,544 100 |
March31,2021 | March31,2021 |
|---|---|---|---|---|---|
| Amount $ 464,032 2,504 337,351 15,085 18,925 5,692 696,786 91,975 2,728 1,635,078 19,046 747,006 124,081 1,483,758 13,542 48,783 34,261 14,795 18,908 30,974 2,535,154 $ 4,170,232 |
Amount $ 586,246 - 336,289 16,575 18,348 4,941 464,054 50,795 1,736 1,478,984 19,050 740,479 122,369 1,465,874 13,581 55,088 36,485 15,029 18,395 24,210 2,510,560 $ 3,989,544 |
Amount $ 954,852 6,557 238,228 19,352 18,439 4,208 461,374 76,833 1,976 1,781,819 3,678 577,479 114,757 1,278,085 15,164 74,647 34,964 20,270 17,652 10,214 2,146,910 $ 3,928,729 |
% | ||
| Current assets 1100 Cash and cash equivalents 1150 Notes receivable, net 1170 Accounts receivable, net 1200 Other receivables 1210 Other receivables from related parties 1220 Current income tax assets 130X Inventories 1410 Prepayments 1479 Other current assets 11XX Total current assets Non-current assets 1535 Financial assets at amortized cost-non current 1600 Property, plant and equipment 1755 Right-of-use assets 1760 Investment property, net 1780 Intangible assets 1840 Deferred income tax assets 1915 Prepayments for equipment 1920 Refundable deposits 1975 Net defined benefit assets-non current 1990 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
6(1) 6(3) 6(3) 7 6(4) 7 6(2) and 8 6(5) and 8 6(6) and 8 6(7) and 8 6(8) 6(24) 6(12) |
24 - 6 1 - - 12 2 - |
|||
| 45 | |||||
| - 15 3 33 - 2 1 1 - - |
|||||
| 55 | |||||
| 100 |
(Continued)
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COSMO ELECTRONICS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
(Expressed in thousands of New Taiwan dollars)
(The balance sheets as of March 31, 2022 and 2021 are reviewed, not audited)
| March31,2022 | December31,2021 | December31,2021 | March31,2021 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Liabilities and Equity | Notes | Amount |
% | Amount |
% | Amount | % | ||||||||
| Current liabilities | |||||||||||||||
| 2100 | Short-term borrowings | 6(9) | $ | 483,009 | 12 | $ | 480,754 | 12 | $ | 435,630 | 11 | ||||
| 2110 | Short-term bills payable | 6(9) | 49,985 | 1 | 49,887 | 1 | 49,870 | 1 | |||||||
| 2130 | Contract liabilities-current | 6(17) | 1,572 | - | 2,943 | - | 2,347 | - | |||||||
| 2150 | Notes payable | 262 | - | 1,047 | - | - | - | ||||||||
| 2170 | Accounts payable | 223,162 | 5 | 123,264 | 3 | 103,098 | 3 | ||||||||
| 2180 | Accounts payable to related parties | 7 | 18,709 | 1 | 12,907 | - | 18,272 | 1 | |||||||
| 2219 | Other payables | 65,258 | 2 | 52,395 | 1 | 33,332 | 1 | ||||||||
| 2220 | Other payables to related parties | 7 | - | - | - | - | 82 | - | |||||||
| 2230 | Current income tax liabilities | 3,929 | - | 1,563 | - | 415 | - | ||||||||
| 2280 | Lease liabilities-current | 6,540 | - | 6,305 | - | 1,685 | - | ||||||||
| 2320 | Long-term liabilities-current | 6(10)(11) and | |||||||||||||
| portion | 7 | 307,528 | 7 | 898,205 | 23 | 241,000 | 6 | ||||||||
| 2399 | Other current liabilities | 14,876 | - | 14,781 | 1 | 14,373 | - | ||||||||
| 21XX | Total current liabilities | 1,174,830 | 28 | 1,644,051 | 41 | 900,104 | 23 | ||||||||
| Non-current liabilities | |||||||||||||||
| 2530 | Convertible bonds payable | 6(10) | - | - | 273,484 | 7 | 293,071 | 7 | |||||||
| 2540 | Long-term borrowings | 6(11) and 7 | 1,048,625 | 25 | 174,000 | 4 | 875,688 | 22 | |||||||
| 2570 | Deferred income tax liabilities | 6(24) | 182,185 | 5 | 196,735 | 5 | 198,408 | 5 | |||||||
| 2580 | Lease liabilities-non current | 6,851 | - | 6,605 | - | - | - | ||||||||
| 2620 | Long-term notes payable to related | 6(11) and 7 | |||||||||||||
| parties | - | - | - | - | 33,205 | 1 | |||||||||
| 2640 | Net defined benefit liability-non | 6(12) | |||||||||||||
| current | 30,067 | 1 | 28,096 | 1 | 33,977 | 1 | |||||||||
| 2670 | Others non-current liabilities | 530 | - | 527 | - | 254 | - | ||||||||
| 25XX | Total non-current liabilities | 1,268,258 | 31 | 679,447 | 17 | 1,434,603 | 36 | ||||||||
| 2XXX | Total liabilities | 2,443,088 | 59 | 2,323,498 | 58 | 2,334,707 | 59 | ||||||||
| Equity | |||||||||||||||
| Share capital | 6(13) | ||||||||||||||
| 3110 | Common stock | 1,616,234 | 39 | 1,616,234 | 41 | 1,563,342 | 40 | ||||||||
| Capital surplus | 6(14) | ||||||||||||||
| 3200 | Capital surplus | 241,891 | 6 | 241,891 | 6 | 272,535 | 7 | ||||||||
| Retained earnings | 6(15) | ||||||||||||||
| 3310 | Legal reserve | 1,203 | - | 1,203 | - | 350 | - | ||||||||
| 3320 | Special reserve | 12,484 | - | 12,484 | - | 4,810 | - | ||||||||
| 3350 | Unappropriated retained earnings | 68,313 | 1 | 56,156 | 1 ( | 13,667) | - | ||||||||
| Other equity interest | 6(16) | ||||||||||||||
| 3400 | Other equity interest | ( | 212,981 ) ( | 5) ( | 261,922) ( | 6) ( | 233,348) ( | 6) |
|||||||
| 31XX | Equity attributable to owners of | ||||||||||||||
| the parent | 1,727,144 | 41 | 1,666,046 | 42 | 1,594,022 | 41 | |||||||||
| 3XXX | Total equity | 1,727,144 | 41 | 1,666,046 | 42 | 1,594,022 | 41 | ||||||||
| Significant contingent liabilities and | 9 | ||||||||||||||
| unrecognized contract commitments | |||||||||||||||
| Significant subsequent events | 11 | ||||||||||||||
| 3X2X | Total liabilities and equity | $ | 4,170,232 | 100 | $ | 3,989,544 | 100 | $ | 3,928,729 | 100 |
The accompanying notes are an integral part of these consolidated financial statements.
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COSMO ELECTRONICS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Expressed in thousands of New Taiwan dollars, except for earnings(deficit) per share amounts) (REVIEWED, NOT AUDITED)
| Items | Forthe three-monthperiod endedMarch31, 2022 2021 Notes Amount % Amount % 6(17) and 7 $ 208,181 100 $ 216,035 100 6(4) and 7 ( 135,490 ) ( 65)( 179,358) ( 83) 72,691 35 36,677 17 ( 11,125 ) ( 5) ( 9,231) ( 4) ( 49,223 ) ( 24) ( 48,147) ( 22) ( 1,468 ) ( 1) ( 1,607) ( 1) 3 - ( 2) - ( 61,813 ) ( 30)( 58,987) ( 27) 10,878 5 ( 22,310) ( 10) 6(18) 511 - 421 - 6(19) 2,205 1 1,106 - 6(20) 3,834 2 ( 5,339) ( 2) 6(21) ( 8,862 ) ( 4)( 9,087) ( 4) ( 2,312 ) ( 1)( 12,899) ( 6) 8,566 4 ( 35,209) ( 16) 6(24) 3,591 2 13,015 6 $ 12,157 6 ($ 22,194) ( 10) 6(16) $ 48,941 23 ( 24,176) ( 11) $ 48,941 23 ($ 24,176) ( 11) $ 61,098 29 ($ 46,370) ( 21) $ 12,157 6 ($ 22,194) ( 10) $ 61,098 29 ($ 46,370) ( 21) 6(25) $ 0.08 ($ 0.14) $ 0.08 ( $ 0.14) |
|---|---|
| 4000 Operating revenue 5000 Operating costs 5900 Gross profit Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit impairment gain(loss) 6000 Total operating expenses 6900 Operating profit (loss) Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7000 Total non-operating income and expenses 7900 Profit(Loss) before income tax 7950 Income tax(expense)benefit 8200 Profit(Loss) for the period Other comprehensive income(loss) Components of other comprehensive income(loss) that will be reclassified to profit or loss 8361 Financial statements translation differences of foreign operations 8300 Other comprehensive income(loss) for the period 8500 Total comprehensive income(loss) for the period Profit attributable to: 8610 Owners of the parent Comprehensive income(loss) attributable to : 8710 Owners of the parent Earnings per share 9750 Basic earnings(deficit) per share 9850 Diluted earnings(deficit) per share |
The accompanying notes are an integral part of these consolidated financial statements.
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COSMO ELECTRONICS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Expressed in thousands of New Taiwan dollars)
(REVIEWED, NOT AUDITED)
| For the three-month period ended March 31, 2021 | Notes | Equity attributable | Equity attributable | Equity attributable | Equity attributable | to owners of the parent | to owners of the parent | to owners of the parent | Totalequity | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital- commonstock |
Capitalsurplus | Retained earnings | Financial statements translation differences of foreignoperations |
||||||||||
| Legal reserve | Special reserve | Unappropriated retained earnings |
|||||||||||
| $1,563,342 - - - $1,563,342 $1,616,234 - - - $1,616,234 |
$ 272,535 - - - $ 272,535 $ 241,891 - - - $ 241,891 |
$ 350 - - - $ 350 $ 1,203 - - - $ 1,203 |
$ 4,810 - - - $ 4,810 $ 12,484 - - - $ 12,484 |
$ 8,527 ( 22,194 ) - ( 22,194 ) ( $ 13,667 ) $ 56,156 12,157 - 12,157 $ 68,313 |
( $ 209,172 ) - ( 24,176 ) ( 24,176 ) ( $ 233,348 ) ( $ 261,922 ) - 48,941 48,941 ( $ 212,981 ) |
$1,640,392 ( 22,194 ) ( 24,176 ) ( 46,370 ) $1,594,022 $1,666,046 12,157 48,941 61,098 $1,727,144 |
The accompanying notes are an integral part of these consolidated financial statements.
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COSMO ELECTRONICS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Expressed in thousands of New Taiwan dollars) (REVIEWED, NOT AUDITED)
| Forthe three-month | period endedMarch31, | period endedMarch31, | ||||
|---|---|---|---|---|---|---|
| Notes | 2022 | 2021 | ||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
| Consolidated profit(loss) before tax for the period | $ | 8,566 |
( $ |
35,209 ) | ||
| Adjustments | ||||||
| Income and expenses having no effect on cash flows | ||||||
| Depreciation | 6(5)(6)(22) | 24,144 | 18,668 | |||
| Amortization | 6(8)(22) | 515 | 526 | |||
| Expected credit impairment (gain)losses | ( | 3 ) | 2 | |||
| Interest expense | 6(21) | 8,862 | 9,087 | |||
| Interest income | 6(18) | ( | 511 ) | ( |
421 ) | |
| (Reversal )Provision for inventory and obsolescence | 6(4) | ( | 2,548 ) | ( |
7,330 ) | |
| Changes in assets and liabilities relating to operating | ||||||
| activities | ||||||
| Net changes in assets relating to operating activities | ||||||
| Notes receivable | ( | 2,504 ) | 1,460 | |||
| Accounts receivable | ( | 1,050 ) | 81,243 | |||
| Accounts receivable from related parties | - | 1,955 | ||||
| Other receivables | 1,490 | 3,485 | ||||
| Other receivables from related parties | ( | 577 ) | 140 | |||
| Inventories | ( | 230,184 ) | ( |
19,859 ) | ||
| Prepayments | ( | 41,180 ) | ( |
17,116 ) | ||
| Net defined benefit assets | ( | 513 ) | ( |
474 ) | ||
| Other current assets | ( | 992 ) | ( |
124 ) | ||
| Net changes in liabilities relating to operating activities | ||||||
| Contract liabilities-current | ( | 1,371 ) | 908 | |||
| Notes payable | ( | 785 ) | - | |||
| Accounts payable | 99,898 | 17,972 | ||||
| Accounts payable to related parties | 5,802 | ( |
13,599 ) | |||
| Other payables | 6,748 | ( |
14,616 ) | |||
| Other payables to related parties | - | ( |
21 ) | |||
| Other current liabilities | 95 | ( |
56 ) | |||
| Net defined benefit liability | 1,971 | 1,169 | ||||
| Cash inflow (used in)/generated from operations | ( | 124,127 ) | 27,790 | |||
| Interest received | 511 | 421 | ||||
| Income taxes paid | 5,440 | ( |
11,186 ) | |||
| Net cash flows (used in)/generated from operating | ||||||
| activities | ( | 118,176 ) | 17,025 | |||
| (Continued) |
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COSMO ELECTRONICS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Expressed in thousands of New Taiwan dollars)
(REVIEWED, NOT AUDITED)
| CASH FLOWS FROM INVESTING ACTIVITIES Acquisitions of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in refundable deposits Acquisitions of intangible assets Payments for investment properties Increase in other non-current assets Increase in prepayments for equipment Net cash flows used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term borrowings Decrease in short-term borrowings Lease principal repayment Decrease in long-term notes payable to related parties Repayment for long-term borrowings Proceeds from long-term borrowings Interest paid Net cash flows used in financing activities Effect due to changes in exchange rate Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
Forthe three-monthperiod endedMarch31, Notes 2022 2021 6(5)(26) ( $ 7,895 ) ( $ 1,098 ) 240 1,958 234 5,316 6(8) ( 150 ) ( 415 ) 6(7) ( 5,615 ) - ( 6,764 ) ( 2,927 ) ( 4,061 ) ( 28,511 ) ( 24,011 ) ( 25,677 ) 6(27) 594,707 346,892 6(27) ( 594,637 ) ( 316,892 ) - ( 838 ) - ( 82,021 ) 6(11)(27) ( 879,125 ) - 6(11)(27) 876,875 - ( 7,925 ) ( 8,212 ) ( 10,105 ) ( 61,071 ) 30,078 16,843 ( 122,214 ) ( 52,880 ) 586,246 1,007,732 $ 464,032 $ 954,852 |
Forthe three-monthperiod endedMarch31, | Forthe three-monthperiod endedMarch31, |
|---|---|---|---|
| 2021 | |||
| ( $ 1,098 ) 1,958 5,316 ( 415 ) - ( 2,927 ) ( 28,511 ) ( 25,677 ) 346,892 ( 316,892 ) ( 838 ) ( 82,021 ) - - ( 8,212 ) ( 61,071 ) 16,843 ( 52,880 ) 1,007,732 $ 954,852 |
The accompanying notes are an integral part of these consolidated financial statements.
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COSMO ELECTRONICS CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE -MONTH PERIODS ENDED MARCH 31, 2022 AND 2021 (Expressed in thousands of New Taiwan dollars, except as otherwise indicated) (REVIEWED, NOT AUDITED)
1. History and Organization
Cosmo Electronics Corporation (“The Company”) was established in May 1981. The Company and its subsidiaries (collectively referred herein as the “Group”) are primarily engaged in manufacture and sales of relays, photocouplers and LEDs, biomass energy and land development business, etc. The Company's shares have been traded on the Taipei Exchange(OTC) since January 15, 2000, and were listed on the Taiwan Stock Exchange(TWSE) on September 17, 2001.
2. The Date of Authorization for Issuance of the Consolidated Financial Statements and Procedures for
Authorization
These consolidated financial statements were authorized for issuance by the Board of Directors on May 11, 2022.
3. Application of New Standards, Amendments and Interpretations
(1) Effect of the adoption of new issuances of or amendments to International Financial Reporting
Standards (“IFRS”) as endorsed by the Financial Supervisory Commission (“FSC”)
New standards, interpretations and amendments endorsed by FSC effective from 2022 are as follows:
| follows: | |
|---|---|
| New Standards,Interpretations and Amendments Amendments to IFRS 3, ‘Reference to the conceptual framework’ Amendments to IAS 16, ‘Property, plant and equipment: proceeds before intended use’ Amendments to IAS 37, ‘Onerous contracts— cost of fulfilling a contract’ |
Effective date by International Accounting Standards Board |
| January 1, 2022 January 1, 2022 January 1, 2022 |
The above standards and interpretations have no significant impact to the Group’s financial
condition and financial performance based on the Group’s assessment.
(2) Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by the Group
None.
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(3) Effect of IFRSs issued by IASB but not yet endorsed by the FSC
New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs as endorsed by the FSC are as follows:
| IFRSs as endorsed by the FSC are as follows: | |
|---|---|
| New Standards,Interpretations and Amendments Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets between an investor and its associate or joint venture’ IFRS 17, ‘Insurance contracts’ Amendments to IFRS 17, ‘Insurance contracts’ Amendment to IFRS 17, ‘Initial application of IFRS 17 and IFRS 9 – comparative information’ Amendments to IAS 1, ‘Classification of liabilities as current or non- current’ Amendments to IAS 1, ‘Disclosure of accounting policies’ Amendments to IAS 8, ‘Definition of accounting estimates’ Amendments to IAS 12, ‘Deferred tax related to assets and liabilities arising from a single transaction’ |
Effective date by International Accounting StandardsBoard |
| To be determined by International Accounting Standards Board January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2023 |
The above standards and interpretations have no significant impact to the Group’s financial
condition and financial performance based on the Group’s assessment.
4. Summary of Significant Accounting Policies
The principal accounting policies adopted are consistent with Note 4 in the consolidated financial statements for the year ended December 31, 2021, except for the compliance statement, basis of preparations, basis of consolidation and additional policies as set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
(1) Compliance statement
-
A. The consolidated financial statements of the Group have been prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Accounting Standard 34, ‘Interim financial reporting’ as endorsed by the FSC.
-
B. These consolidated financial statements are to be read in conjunction with the consolidated financial statements for the year ended December 31, 2021.
(2) Basis of preparation
Except for the following items, the consolidated financial statements have been prepared under the historical cost convention:
- A. Financial assets and financial liabilities (including derivative instruments) at fair value
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through profit or loss.
-
B. Investment property at fair value.
-
C. Defined benefit liabilities recognized based on the net amount of pension fund assets less present value of defined benefit obligation.
-
(3) Basis of consolidation
-
A. Basis for preparation of consolidated financial statements:
-
(a) All subsidiaries are included in the Group’s consolidated financial statements. Subsidiaries are all entities (including structured entities) controlled by the Group. The Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries.
-
(b) Inter-company transactions, balances and unrealized gains or losses on transactions between companies within the Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.
-
(c) Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income is attributed to the owners of the parent and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
-
(d) Changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity.
-
(e) When the Group loses control of a subsidiary, the Group remeasures any investment retained in the former subsidiary at its fair value. That fair value is regarded as the fair value on initial recognition of a financial asset or the cost on initial recognition of the associate or joint venture. Any difference between fair value and carrying amount is recognized in profit or loss. All amounts previously recognized in other comprehensive income in relation to the subsidiary are reclassified to profit or loss on the same basis as would be required if the related assets or liabilities were disposed of. That is, when the Group loses control of a subsidiary, all gains or losses previously recognized in other comprehensive income in
-
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relation to the subsidiary should be reclassified from equity to profit or loss, if such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of.
B. Subsidiaries included in the consolidated financial statements:
| Name of Investor Name ofSubsidiary Main BusinessActivities |
Ownership (%) March 31,2022 December 31,2021 March 31,2021 Description |
|---|---|
| Cosmo Electronics Corporation Cosmo Electronics Samoa Investment activities 100 100 100 Note 2 and 3 Cosmo Electronics (HK) Company Limited Trading of electronic products 100 100 100 Note 2 and 3 Grand Concept Group Limited Investment activities 100 100 100 Note 2 and 3 Grandway International Limited. Investment activities 100 100 100 Note 2 and 3 PT Cosmo Technology (PT Cosmo) Manufacturing and selling of LED lighting 14 14 14 Note 1 Cosmo Green Power Limited (Cosmo Green) Manufacturing and selling of material of biomass energy 100 100 100 Note 2 and 3 Cosmo Electronics Samoa Cosmo Electronics Technology Co., Ltd. Investment activities 100 100 100 Note 2 and 3 Cosmo Electronics Technology Co., Ltd. Cosmo Electronics Technology (KunShan) Co., Ltd. Manufacturing and selling of new electronic parts 100 100 100 Note 2 and 3 Cosmo Electronics (HK) Company Limited Cosmo Lighting Inc. Selling of LED lighting 100 100 100 Note 2 and 3 Cosmo Recycling Inc. Recycling and selling of waste 100 100 100 Note 2 and 3 Grand Concept Group Limited True Glory Investments Limited Investment activities and processing and trading of PCBs 100 100 100 Note 2 and 3 Real Bonus Limited Selling of LED lighting 100 100 100 Note 1 Grandway International Limited. Truly Top Investments Limited Investment activities 100 100 100 Note 2 and 3 Renown Boom Limited Investment activities and processing and selling of routers 100 100 100 Note 2 and 3 True Glory Investments Limited PT Cosmo Technology (PT Cosmo) Manufacturing and selling of LED lighting 13 13 13 Note 1 PT Cosmo Green Technology (PT Cosmo Green) Manufacturing and selling of material of biomass energy 50 50 50 Note 2 and 3 PT Cijambe Indah (PT Cijambe) Land development 88 88 88 Note 1 |
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| Name of Investor Name of Subsidiary Main Business Activities |
Ownership (%) March 31,2022 December 31,2021 March 31,2021 Description |
|---|---|
| Truly Top Investments Limited PT Cosmo Technology (PT Cosmo) Manufacturing and selling of LED lighting PT Cosmo Green Technology (PT Cosmo Green) Manufacturing and selling of material of biomass energy Renown Boom Limited Dong Guan Guan Zhen Xing Trading Limited Manufacturing and selling of material of biomass energy PT Cijambe Indah (PT Cijambe) Land development Dong Guan Guan Zhen Xing Trading Limited Shaoguan Woncrown Electronics Technology Co.,Ltd. Developing, manufacturing and selling of electronic products Guizhou Guanwang International Digicrown Electronic Technology Co., Ltd. Developing, manufacturing and selling of electronic products Dongguan Guanwang Electronic Technology Co., Ltd. Developing, manufacturing and selling of electronic products |
73 73 73 Note 1 50 50 50 Note 2 and 3 100 100 100 Note 2 and 3 12 12 12 Note 1 100 100 100 Note 2 and 3 100 100 100 Note 2 and 3 100 100 100 Note 2 and 3 |
-
Note 1: The total Group's investment in this subsidiary is 100%.
-
Note 2: The financial statements of the entity as of and for the three-month period ended March 31, 2022 was
not reviewed by independent auditors as the entity did not meet the definition of a significant subsidiary.
-
Note 3: The financial statements of the entity as of and for the three-month period ended March 31, 2021 was not reviewed by independent auditors as the entity did not meet the definition of a significant subsidiary.
-
C. Subsidiaries not included in the consolidated financial statements: None.
-
D. Adjustments for subsidiaries with different balance sheet dates: None.
-
E. Significant restrictions: None.
-
F. Subsidiaries that have non-controlling interests that are material to the Group: None.
5. Critical Accounting Judgements, Estimates and Key Sources of Assumption Uncertainty
There have been no significant changes as of March 31, 2022. Please refer to Note 5 in the consolidated financial statements for the year ended December 31, 2021.
~14~
6. Details of Significant Accounts
(1) Cash and cash equivalents
| Cash and cash equivalents | |||
|---|---|---|---|
| Cash on hand and revolving founds Checking accounts and demand deposits Time deposits |
March 31, 2022 $ 4,560 319,754 139,718 $ 464,032 |
December 31, 2021 $ 4,279 469,179 112,788 $ 586,246 |
March 31, 2021 |
| $ 3,936 931,116 19,800 |
|||
| $ 954,852 |
-
A. The Group transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.
-
B. Time deposits were pledged as collateral for custom duties of the imported materials and restricted bank accounts for reimbursement of bank loan , and were classified as financial assets at amortized cost. Details are provided in Note 8.
(2) Financial assets at amortized cost
| ) Financial assets at amortized cost | |||
|---|---|---|---|
| Items Non-current items: Pledged time deposits (Note 8) Restricted bank accounts Corporate bonds-CFE |
March 31, 2022 $ 3,682 9,802 5,562 $ 19,046 |
December 31, 2021 $ 3,682 9,802 5,566 $ 19,050 |
March 31, 2021 |
| $ 3,678 - - |
|||
| $ 3,678 |
- A. Amounts recognized in profit or loss in relation to financial assets at amortized cost are listed below:
| ow: | ||
|---|---|---|
| Interest income | For the three-month period ended March 31 | |
| 2022 $ 129 |
2021 | |
| $ 2 |
-
B. On November 4, 2021, the Group bought a corporate bond issued by CFE with a coupon rate of 3.875% and a maturity date of July 26, 2033 , at a par value of USD 200 thousand. The interest was paid on semi-annual basis.
-
C. Information relating to credit risk of financial assets at amortized cost is provided in Note 12. The counterparties of the Group’s investments in certificates of deposits are financial institutions with high credit quality, so the Group expects that the probability of counterparty default is remote.
~15~
(3) Notes and accounts receivable
| Notes and accounts receivable | |||
|---|---|---|---|
| Notes receivable Accounts receivable Less: Allowance for uncollectible accounts |
March 31, 2022 $ 2,504 $ 341,505 ( 4,154) $ 337,351 |
December 31, 2021 $ - $ 340,312 ( 4,023) $ 336,289 |
March 31, 2021 |
| $ 6,557 | |||
| $ 242,256 ( 4,028) |
|||
| $ 238,228 |
- A. The ageing analysis of accounts receivable and notes receivable is as follows:
| Not past due 1 to 90 days 91 to 180 days Over 181 days |
March 31,2022 Accounts receivable Notes receivable $ 157,122 $ 2,504 180,048 - 202 - 4,133 - $341,505$ 2,504 |
December | 31,2021 Notes receivable $ - - - - $ - |
March 31,2021 | March 31,2021 |
|---|---|---|---|---|---|
| Accounts receivable $ 157,122 180,048 202 4,133 $341,505 |
Accounts receivable $ 331,146 4,972 195 3,999 $340,312 |
Accounts receivable $ 234,797 3,460 - 3,999 $ 242,256 |
Notes receivable |
||
| $ 6,557 - - - |
|||||
| $ 6,557 |
The above ageing analysis was based on past due date.
- B. As of March 31, 2022, December 31, 2021, and March 31, 2021, accounts receivable and notes receivable were all from contracts with customers. And as of January 1, 2021, the balance of receivables from contracts with customers amounted to $327,490.
C. As of March 31, 2022, December 31, 2021, and March 31, 2021, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the Group’s notes and accounts receivable was $344,009 , $340,312 and $248,813, respectively.
- D. Information relating to credit risk of accounts receivable and notes receivable is provided in Note 12.
~16~
(4) Inventories
| Inventories | |||
|---|---|---|---|
| Raw materials Work in progress Finished goods Merchandise |
March 31, 2022 $ 222,331 208,749 241,785 23,921 $ 696,786 |
December 31, 2021 $ 165,692 97,287 192,661 8,414 $ 464,054 |
March 31, 2021 |
| $ 168,454 151,636 130,074 11,210 |
|||
| $ 461,374 |
The cost of inventories recognized as expense for the period:
| Cost of goods sold Gains on reversal of decline in market value Revenue from sale of scraps |
For the three-month period ended March 31, | For the three-month period ended March 31, |
|---|---|---|
| 2022 ($ 138,286 ($ 2,548) ($ 248) ($ 135,490 |
2021 | |
| ($ 188,374 ($ 7,330 ) ( 1,686) |
||
| ($ 179,358 |
The Group reversed from a previous inventory write-down and accounted for as reduction of cost of goods sold because market price rose.
~17~
(5) Property, plant and equipment
| At January 1 Cost Accumulated depreciation and impairment 2022 Opening net book amount Additions Disposals Transfers from prepayment Depreciation Transfer Net exchange differences Closing net book amount At March 31, 2022 Cost Accumulated depreciation and impairment |
2022 | 2022 | ||||||
|---|---|---|---|---|---|---|---|---|
| Land $ 81,110 - $ 81,110 $ 81,110 - - - - 110,841 - $ 191,951 $ 191,951 - $ 191,951 |
Buildings and structures $ 391,603 ( 187,254) $ 204,349 $ 204,349 - - 2,584 ( 5,747 ) 44,199 3,949 $ 249,334 $ 446,849 ( 197,515) $ 249,334 |
Machinery $ 1,208,754 ( 965,364) $ 243,390 $ 243,390 9,675 ( 240 ) 3,701 ( 13,297 ) - 3,392 $ 246,621 $ 1,232,711 ( 986,090) $ 246,621 |
Transportation equipment $ 16,563 ( 12,222) $ 4,341 $ 4,341 - - - ( 230) - 97 $ 4,208 $ 16,877 ( 12,669 ) $ 4,208 |
Office equipment $ 37,327 ( 32,003) $ 5,324 $ 5,324 1,590 - - ( 409 ) - 130 $ 6,635 $ 39,657 ( 33,022) $ 6,635 |
Other equipment $ 257,994 ( 212,529) $ 45,465 $ 45,465 260 - - ( 1,983) - 570 $ 44,312 $ 261,616 ( 217,304) $ 44,312 |
Unfinished construction $ 156,500 - $ 156,500 $ 156,500 2,485 - - - ( 155,040 ) - $ 3,945 $ 3,945 - $ 3,945 |
Total | |
| $ 2,149,851 ( 1,409,372) |
||||||||
| $ 740,479 | ||||||||
| $ 740,479 14,010 ( 240 ) 6,285 ( 21,666 ) - 8,138 |
||||||||
| $ 747,006 | ||||||||
| $ 2,193,606 ( 1,446,600) |
||||||||
| $ 747,006 |
~18~
| At January 1 Cost Accumulated depreciation and impairment 2021 Opening net book amount Additions Disposals Depreciation Net exchange differences Closing net book amount At March 31, 2021 Cost Accumulated depreciation and impairment |
2021 | ||||||
|---|---|---|---|---|---|---|---|
| Land $ 58,178 - $ 58,178 $ 58,178 - - - - $ 58,178 $ 58,178 - $ 58,178 |
Buildings and structures $ 393,167 ( 172,658) $ 220,509 $ 220,509 38 ( 88 ) 1,643 ( 6,370) $ 215,732 $ 392,751 ( 177,019 ) $ 215,732 |
Machinery $ 1,206,086 ( 947,834) $ 258,252 $ 258,252 1,878 ( 1,871 ) ( 13,807 ) ( 949) $ 243,503 $ 1,171,412 ( 927,909 ) $ 243,503 |
Transportation equipment $ 16,777 ( 12,143) $ 4,634 $ 4,634 - - ( 213 ) ( 5) $ 4,416 $ 16,760 ( 12,344) $ 4,416 |
Office equipment $ 36,586 ( 30,906) $ 5,680 $ 5,680 175 - ( 367 ) 3 $ 5,491 $ 36,775 ( 31,284) $ 5,491 |
Other equipment $ 313,632 ( 259,708) $ 53,924 $ 53,924 21 1 ( 3,099 ) ( 688) $ 50,159 $ 256,488 ( 206,329 ) $ 50,159 |
Total | |
| $ 2,024,426 ( 1,423,249 ) |
|||||||
| $ 601,177 | |||||||
| $ 601,177 2,112 ( 1,958 ) ( 15,843 ) ( 8,009) |
|||||||
| $ 577,479 | |||||||
| $ 1,932,364 ( 1,354,885) |
|||||||
| $ 577,479 |
Information about the property, plant and equipment that were pledged to others as collaterals is provided in Note 8.
~19~
- (6) Leasing arrangements lessee
-
A. The Group leases various assets including land, buildings and structures. Rental contracts are typically made for periods of 2 to 55 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose covenants, but leased assets may not be used as security for borrowing purposes.
-
B. Short-term leases with a lease term of 12 months or less and low-value assets comprise company dormitories and cars.
-
C. The carrying amount of right-of-use assets and the depreciation charge are as follows:
| Land Buildings and structures |
March 31, 2022 Carryingamount $ 109,798 14,283 $ 124,081 |
December 31, 2021 Carryingamount $ 106,947 15,422 $ 122,369 |
March 31, 2021 |
|---|---|---|---|
| Carryingamount | |||
| $ 112,703 2,054 |
|||
| $ 114,757 |
For the three-month period ended March 31,
| Land Buildings and structures |
2022 Depreciation |
2021 |
|---|---|---|
| Depreciation | ||
| $ 802 1,676 $ 2,478 |
$ 813 2,012 |
|
| $ 2,825 |
-
D. For the three-month periods ended March 31, 2022 and 2021, there were no additions to right-of-use assets.
-
E. The information on profit and loss accounts relating to lease contracts is as follows:
| Items affecting profit or loss Interest expense on lease liabilities Expense on short-term lease contracts Expense on lease of low-value assets |
For the three-month period ended March 31, | For the three-month period ended March 31, |
|---|---|---|
| 2022 $ - 1,256 473 |
2021 | |
| $ 18 819 454 |
- F. For the three-month periods ended March 31, 2022 and 2021, the Group’s total cash outflow for leases were $1,729 and $2,015, respectively.
~20~
(7) Investment property
| nvestment property | ||
|---|---|---|
| At January 1 Additions-from subsequent expenditures Net exchange differences At March 31 |
For the three-month period ended March 31, | |
| 2022 $ 1,465,874 5,615 12,269 $ 1,483,758 |
2021 | |
| $ 1,301,016 - ( 22,931) |
||
| $ 1,278,085 |
- A. Rental income from investment property is shown below:
| Rental income from investment property |
For the three-month period ended March 31, | For the three-month period ended March 31, |
|---|---|---|
| 2022 $ 969 |
2021 | |
| $ 505 |
-
B. Information about the fair value of the investment property is provided in Note 12(3).
-
C. Information about the investment property that was pledged to others as collaterals is provided in Note 8.
-
D. PT Cosmo Technology, a subsidiary of the Group, signed a land right-of-use transfer contract with PT Cijambe Indah on September 28, 2020. The land is still in the process of transfer registration.
-
E. The fair value of the investment property held by the Group was measured on recurring basis. The fair value at December 31, 2021 was based on the valuation carried out on March 23, 2022 by the independent qualified professional valuers, Mr. Chou , Shih Yuan, Certified Real Estate Appraisers in the ROC, from Euro-Asia Real Estate Appraisers Firm and Mr. Chung, Shao Yu and Mr. Hsieh, Kun Lung, both Certified Real Estate Appraisers in the ROC, from Zone Tai Real Estate Appraisers Firm, respectively. The fair value at December 31, 2020 was based on the valuation carried out on March 23, 2021 and March 29, 2021 by the independent qualified professional valuers, Mr. Chou , Shih Yuan, a Certified Real Estate Appraisers in the ROC, from Euro-Asia Real Estate Appraisers Firm and Mr. Chung, Shao Yu and Mr. Hsieh, Kun Lung, both Certified Real Estate Appraisers in the ROC, from Zone Tai Real Estate Appraisers Firm, and Mr. Lin, Jin Sheng, a Certified Real Estate Appraisers in the ROC, from Prudential Cross-Strait Real Estate Appraisers Firm ,respectively.
~21~
-
F. The fair value of the investment property held by the Group was valued by independent valuers. Valuations were made using the income approach which is categorized within Level 3 in the fair value hierarchy. Unrealized profit or loss from fair value adjustment on investment property for the three-month periods ended March 31, 2022 and 2021 are included in other gains and losses.
-
G. The fair value of investment properties, except for undeveloped land, was measured using the income approach. The significant assumptions used are stated as follows. An increase in estimated future net cash inflows or a decrease in discount rates would result in an increase in the fair value.
| e fair value. | ||
|---|---|---|
| Expected future cash inflows Expected future cash outflows Expected future cash inflows, net Discount rate |
December 31 | |
| 2021 $ 133,349 6,307 $ 127,042 2.2%-3.25% |
2020 | |
| $ 57,748 3,235 |
||
| $ 54,513 | ||
| 2.345%-3.5% |
-
H. The expected future cash inflows generated by investment properties included rental income and disposal value. The rental income was extrapolated using the Company’s current rental rate, while taking into account the annual rental growth rate. The income analysis covers a 10-year period. The disposal value was determined using the direct capitalization method under the income approach and deducted land value increment taxes and agency fee. The expected future cash outflows incurred by investment properties included expenditures such as land value taxes, house taxes, insurance premiums, maintenance costs, replacement and agency fee for investment inviting. These expenditures were extrapolated on the basis of the current level of expenditures, taking into account future adjustments to the government-announced land value, the tax rate promulgated under the House Tax Act. The market rentals in the area where the investment property is located were between $350 to $850 per ping.
-
I. As at December 31, 2021 and 2020, the discount rate was determined using the interest rate for 2-year time deposits, as posted by Chunghwa Post Co., Ltd. plus 0.75% and 1-year time deposit, as posted by People's Bank of China, plus any asset-specific risk premiums between 0.1% to 1.75% and 0.75% to 1.5%, respectively.
~22~
J. The fair value of undeveloped land located in area Indonesia was measured using a land development analysis. The significant assumptions used were as follows:
| Estimated total sale price Rate of return Overall capital interest rate |
December 31 | December 31 |
|---|---|---|
| 2021 $ 2,749,801 15% 11.09% |
2020 | |
| $ 2,487,813 | ||
| 15% | ||
| 11.28% |
The total sale price is estimated on the basis of the most effective use of the land or property available for sale after development is completed, while taking into account the related regulations, optimism of domestic macroeconomic prospects, local land use, and market rates.
(8) Intangible assets
| angible assets | |||
|---|---|---|---|
| At January 1 Cost Accumulated amortization and impairment Opening net book amount Additions Amortization Net exchange differences Closing net book amount At March 31 Cost Accumulated amortization and impairment |
2022 | ||
| Patent $ 16,795 ( 7,164) $ 9,631 $ 9,631 - ( 215) 326 $ 9,742 $ 17,364 ( 7,622) $ 9,742 |
Computer software $ 8,493 ( 4,543) $ 3,950 $ 3,950 150 ( 300) - $ 3,800 $ 8,647 ( 4,847) $ 3,800 |
Total | |
| $ 25,288 ($ 11,707) |
|||
| $ 13,581 | |||
| $ 13,581 150 ($ 515) 326 |
|||
| $ 13,542 | |||
| $ 26,011 ($ 12,469) |
|||
| $ 13,542 |
~23~
| At January 1 Cost Accumulated amortization and impairment Opening net book amount Additions Amortization Net exchange differences Closing net book amount At March 31 Cost Accumulated amortization and impairment |
2021 | ||
|---|---|---|---|
| Patent $ 17,274 ( 6,489) $ 10,785 $ 10,785 - ( 218) 20 $ 10,587 $ 17,307 ( 6,720) $ 10,587 |
Computer software $ 7,871 ( 3,400) $ 4,471 $ 4,471 415 ( 308) ( 1) $ 4,577 $ 8,234 ( 3,657) $ 4,577 |
Total | |
| $ 25,145 ($ 9,889) |
|||
| $ 15,256 | |||
| $ 15,256 415 ($ 526) 19 |
|||
| $ 15,164 | |||
| $ 25,541 ($ 10,377) |
|||
| $ 15,164 |
(9) Short-term borrowings
| Type of borrowings Bank borrowings Unsecured borrowings Secured borrowings Short-term bills payable Commercial paper Less: Unamortized discounts on bills payable Type of borrowings Bank borrowings Unsecured borrowings Secured borrowings Short-term bills payable Commercial paper Less: Unamortized discounts on bills payable |
March 31, 2022 $ 336,160 146,849 $ 483,009 $ 50,000 ( 15) $ 49,985 December 31, 2021 $ 336,090 144,664 $ 480,754 $ 50,000 ( 113) $ 49,887 |
Interest rate range 1.61%~1.98% 1.58%~2.13% 0.80% Interest rate range 1.56%~1.75% 1.54%~2.13% 0.80% |
Collateral | |
|---|---|---|---|---|
| None. Property, plant and investment property None. Collateral |
||||
| None. Property, plant and investment property None. |
~24~
| Type of borrowings Bank borrowings Unsecured borrowings Secured borrowings Short-term bills payable Commercial paper Less: Unamortized discounts on bills payable |
March 31, 2021 $ 289,000 146,630 $ 435,630 $ 50,000 ( 130) $ 49,870 |
Interest rate range 1.56%~1.90% 1.50%~2.13% 0.75% |
Collateral | |
|---|---|---|---|---|
| None. Property, plant and investment property None. |
As at March 31, 2022, the facility of short-term borrowings of the Group was $538,838.
The chairman of the Company, Tsai, Nai Chen and Tsai, Chi Hu, were the sureties of the above unsecured and secured borrowings agreements in their personal names.
- (10) Convertible bonds payable
| onvertible bonds payable | |||
|---|---|---|---|
Convertible bonds payable Less: Discount on convertible bonds payable Less: Current portion |
March 31, 2022 Carryingamount $ 277,400 ( 3,077) $ 274,323 ( 274,323) $ - |
December 31, 2021 Carryingamount $ 277,400 ( 3,916) $ 273,484 - $ 273,484 |
March 31, 2021 |
| Carryingamount | |||
| $ 300,000 ( 6,929 ) |
|||
| $ 293,071 - |
|||
| $ 293,071 |
-
A. The issuance of domestic convertible bonds by the Company:
-
(a) The terms of the 3rd domestic secured convertible bonds issued by the Company are as follows:
-
i. The regulatory authority has approved the 3rd domestic secured convertible bonds issued by the Company. The total issuance amount is $300,000 with coupon rate of 0%, covering a 3-year period of issuance and a circulation period from February 27,2020 to February 27, 2023. The convertible bonds will be redeemed in cash at face value at the maturity date.
-
ii. The bondholders have the right to ask for conversion of the bonds into ordinary shares of the Company during the period from 3 months after the bonds issuance date to the maturity date, except for the suspended transfer period as specified in the terms of the bonds or the regulations. The rights and obligations of the new shares
-
~25~
converted from the bonds are the same as the issued and outstanding ordinary shares.
- iii. The conversion price of the bonds is set up based on the pricing model in the terms of the bonds, and is subject to adjustments if the condition of the anti-dilution triggered subsequently. Subsequently, on the base date set by the regulations, the conversion price will be re-determined according to the pricing model stipulated by the conversion regulations.
- iv. the Company may repurchase all the bonds outstanding in cash at the bonds’ face value at any time when the outstanding balance of the bonds is less than 10% of total initial issuance amount during the period from the date after 3 months of the bonds issuance to 40 days before the maturity date.
- v. Under the terms of the bonds, all bonds redeemed (including bonds repurchased from the Taipei Exchange), matured and converted are retired and not to be re-issued; all rights and obligations attached to the bonds are also extinguished.
- vi. After the issuance of the convertible bonds, in the event of an increase in the number of issued ordinary shares of the Company or the distribution of cash dividends on ordinary shares, or re-issuance or private placement at a conversion or subscription price lower than the current price per share ,or a decrease in ordinary shares due to various securities or capital reduction not due to cancellation of treasury shares, the Company shall adjust the conversion price according to the formula listed in the Issuance Regulations.
-
(b) As of March 31, 2022, the bonds totaling $22,600 had been converted into 599 thousand shares of common stock.
-
B. Regarding the issuance of convertible bonds, the equity conversion options amounting to $19,287 were separated from the liability component and were recognized in ‘capital surplus—share options’ in accordance with IAS 32. The call options embedded in bonds payable were separated from their host contracts and were recognized in ‘financial assets or liabilities at fair value through profit or loss’ in net amount in accordance with IFRS 9 because the economic characteristics and risks of the embedded derivatives were not closely related to those of the host contracts. The effective interest rates of the bonds payable after such separation is 1.227%.
~26~
- (11) Long term borrowings
| March 31, 2022 $ 519,000 357,875 171,750 1,048,625 33,205 1,081,830 ( 33,205) $ 1,048,625 |
December 31, 2021 $ 519,000 346,000 174,000 1,039,000 33,205 1,072,205 ( 898,205) $ 174,000 |
March 31, 2021 |
|---|---|---|
| $ 760,000 356,688 - |
||
| 1,116,688 - |
||
| 1,116,688 ( 241,000) |
||
| $ 875,688 |
-
A. Revolving unsecured borrowings
-
(a) On March 18, 2022, the Company and PT Cosmo entered into a 3-year syndicated loan agreement with bank group , O-Bank as the lead bank and obtained a credit line in the amount of $1,326,000, and the credit period was 3 years from the first drawdown date (March 25, 2022).
The condition of borrowings as follows:
- i. Revolving unsecured borrowings
The borrower was the Company, and the credit line was $926,000 that could be used revolving during the contract period. The period of each use was 3 months or 6 months, but the maximum limit was 6 months and shall not exceed the expiry date of the credit period. The credit line shall be reduced by 10% from the first drawdown date by 18 months; by 10% by the date of full 24 months; by 20% by the date of full 30 months; by 60% by the date of full 36 months. For each use, the expiry date of the credit period was the maturity date. Interest would be paid one month from drawdown date, and the interest rate would be re-negotiated every 3 months. As at March 31, 2022, the interest rate was 2.5680%.
- ii. Revolving unsecured borrowings
The borrower was PT Cosmo, and the credit line was USD 12,500,000 that could be used revolving during the contract period. The period of each use was 3 months or 6 months, but the maximum limit was 6 months and shall not exceed the expiry date of the credit period. Interest would be paid monthly, and the interest rate
~27~
would be re-negotiated every 3 months. As at March 31, 2022, the interest rate was 2.8600%.
- (b) On April 10, 2019, the Company and PT Cosmo entered into a 3-year syndicated loan agreement with bank group, Yuanta Bank as the lead bank and obtained a credit line in the amount of $1,250,000, and the credit period was 3 years from the first drawdown date (April 25, 2019).
The condition of borrowings as follows:
- i. Revolving unsecured borrowings
The borrower was the Company, and the credit line was $865,000 that could be used revolving during the contract period. The period of each use was 3 months or 6 months, but the maximum limit was 6 months and shall not exceed the expiry date of the credit period. The credit line shall be reduced by 5% from the first drawdown date by 18 months; by 5% by the date of full 24 months; by 30% by the date of full 30 months; by 60% by the date of full 36 months. For each use, the expiry date of the credit period was the maturity date. Interest would be paid one month from drawdown date, and the interest rate would be re-negotiated every 3 months. As at December 31 and March 31,2021, the interest rate was 2.3050% and 2.0928%, respectively.
- ii. Revolving unsecured borrowings
The borrower was PT Cosmo, and the credit line was USD 12,500,000 that could be used revolving during the contract period. The period of each use was 3 months or 6 months, but the maximum limit was 6 months and shall not exceed the expiry date of the credit period. Interest would be paid monthly, and the interest rate would be re-negotiated every 3 months. As at December 31 and March 31,2021, the interest rate was 2.0283% and 1.8724%, respectively.
-
(c) The Company promised to maintain the following financial ratios in the annual and semi-annual consolidated financial statements of the Company before all borrowings were repaid during the duration of the syndicated loan which signed on March 18,2022.
-
i. Current ratio (current assets divided by current liabilities) shall not be lower than 100%.
-
ii. Tangible net equity shall not be lower than $1,500,000. Tangible net equity is calculated as shareholders' equity less intangible assets.
~28~
-
iii. Net financial debt ratio shall not be higher than 100%. Net financial debt ratio is calculated as financial debt less cash and cash equivalent divided by tangible net equity. Net financial debt is calculated as the sum of long-term and short-term bank borrowings , short-term bills and domestic and foreign bonds (including convertible bonds).
-
iv. The interest coverage ratio shall not be lower than 120% in each first half of the year. The annual ratios shall not be lower than 150% ,180% and 200% in 2022 ,2023 and 2024. The interest coverage ratio is calculated as the ratio of the sum of net profit before tax, finance cost, depreciation and amortization divided by finance cost. The above financial ratios were calculated based on its annual consolidated financial statements audited by independent auditors and semi-annual consolidated financial statements reviewed by independent auditors and reviewed after agreement signed. If it did not meet the above financial ratios, the company shall as soon as possible provides specific improvement plans and related explanations from the date of notification by the management bank. If it did not meet one of the above financial ratios and agreements, only the above financial ratio restrictions were met before next review date, it did not breached of the agreement. Until the date of declaration which is stated the period breaches the financial promise and all financial promise has been met, the interest would be calculated according to the agreed interest rate plus 0.25% by the balance of outstanding principals.
-
(d) The Company promised to maintain the following financial ratios in the annual and semi-annual consolidated financial statements of the Company before all borrowings were repaid during the duration of the syndicated loan which signed on April 10,2019.
-
i. Current ratio (current assets divided by current liabilities) shall not be lower than 100%.
-
ii. Tangible net equity shall not be lower than $1,500,000. Tangible net equity is calculated as shareholders' equity less intangible assets.
-
iii. Net financial debt ratio shall not be higher than 100%. Net financial debt ratio is calculated as financial debt less cash and cash equivalent divided by tangible net equity. Net financial debt is calculated as the sum of long-term and short-term bank borrowings (including current portion) , short-term bills and domestic and foreign bonds (including convertible bonds).
~29~
- iv. The interest coverage ratio shall not be lower than 120%. The interest coverage ratio is calculated as the ratio of the sum of net profit before tax, finance cost, depreciation and amortization divided by finance cost. The above financial ratios were calculated based on its annual consolidated financial statements audited by independent auditors and semi-annual consolidated financial statements reviewed by independent auditors . If it did not meet the above financial ratios, there would be an improvement period of half a year from the current period of non-compliance. If the above financial ratio restrictions were met within the improvement period, it did not breached of the agreement; if the Company failed, it shall constitute an event of default in the syndicated loan. Until the day before the improvement of the above ratio, the interest would be calculated according to the agreed interest rate plus 0.25% by the balance of each credit line.
-
(e) The chairman of the Company, Tsai, Nai Chen and Tsai, Chi Hu, were the sureties of the above syndicated loan agreements in their personal names.
-
B. Secured borrowings
-
(a) On April 8, 2021, the Company entered into a 7-year secured loan agreement with KGI Bank and obtained a credit line in the amount of $180,000, and could not be used revolving during the contract period. The credit period was 7 years from the first drawdown date (April 8, 2021).
-
(b) The expiry date of the credit period was the maturity date. Interest would be paid one month from drawdown date, and the interest rate would be re-negotiated every 3 months. As at March 31, 2022, the interest rate was 1.3534% to 1.3537%.
-
(c) The Company provided land and buildings as collateral (please refer to Note 8 for pledge details).
-
(d) The chairman of the Company, Tsai, Nai Chen, was the surety of the above secured loan agreements in his personal names.
-
C. Loans from related parties
The acquisitions of loans from PT Cijambe since PT Cijambe was included in the Group’s
consolidated financial statements, related information is provided in Note 7.
(12) Pensions
-
A. Defined benefit pension plan
-
(a) The Company has a defined benefit pension plan in accordance with the Labor
~30~
Standards Act, covering all regular employees’ service years prior to the enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Labor Standards Act. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The Company contributes monthly an amount equal to 2% of the employees’ monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee. Also, the Company would assess the balance in the aforementioned labor pension reserve account by December 31, every year. If the account balance is insufficient to pay the pension calculated by the aforementioned method to the employees expected to qualify for retirement in the following year, the Company will make contributions for the deficit by next March.
PT Cosmo and PT Cosmo Green had a defined benefit pension plan.
(b) The pension costs under defined contribution pension plans of the Group for the three-months period ended March 31, 2022 and 2021, were $1,173 and $1,108, respectively.
-
(c) Expected contributions to the defined benefit pension plans of the Group for the year ending December 31, 2022 amount to $0.
-
B. Defined contribution pension plan
-
(a) Effective July 1, 2005, the Company has established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company and its domestic subsidiaries contribute monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment. The Company’s subsidiaries, Cosmo Electronics Technology (KunShan) Co., Ltd. ,Cosmo Green Power Limited, Dong Guan Guan Zhen Xing Trading Limited., Dongguan Guanwang Electronic Technology Co., Ltd., and Guizhou Guanwang International Digicrown Electronic Technology Co., Ltd. had a
~31~
defined contribution plan are based on certain percentage of employees’ monthly salaries and wages.
-
(b) Other overseas companies, in accordance with the retirement regulations stipulated by the local government, make provision for endowment insurance or retirement benefits based on the wages of local employees. Other than the monthly contributions, the Group has no further obligations.
-
(c) The pension costs under defined contribution pension plans of the Group for the three-month periods ended March 31, 2022 and 2021, were $1,044 and $976, respectively.
(13) Share capital
-
A. As of March 31, 2022, the Company’s authorized capital was $2,000,000, consisting of 200,000 thousand shares of ordinary stock, and the paid-in capital was $1,616,234 with a par value of $10 (in dollars) per share. All proceeds from shares issued have been collected.
-
B. There were 3,000 thousand shares reserved for employee stock options in authorized capital.
-
C. The annual stockholders’ meeting on June 6, 2014 had resolved to raise additional cash through private placement. The maximum number of shares to be issued through the private placement is 7,000 thousand shares, and the amount of the private placement was $208,600 which the relevant statutory registration procedures have not been completed as of March 31, 2022.
-
D. The annual stockholders’ meeting on July 20, 2021 had resolved that the capital surplus arising from paid-in capital in excess of par value on issuance of ordinary stocks used in the issuance of 4,690,027 ordinary shares, with par value of $10 per share, amounting to $46,900,270. The shares were issued on October 19, 2021, and the relevant statutory registration procedures have been completed.
-
E. For the three-month period ended March 31, 2022, the Company issued 599 thousand shares of ordinary shares because of conversion of convertible bonds.
(14) Capital surplus
- Pursuant to the R.O.C. Company Act, capital surplus arising from paid-in capital in excess of par value on issuance of ordinary stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Act requires that the amount of capital surplus to be capitalized mentioned above should not exceed 10% of the
~32~
paid-in capital each year. Capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.
| he legal reserve is insufficient. | |||
|---|---|---|---|
| May be used to offset a deficit, distributed as cash dividends, or transferred to share capital Issuance of ordinary shares Conversion of bonds May only be used to offset a deficit Employee share options Options expired May not be used for any purpose Options |
March 31, 2022 $ 196,810 18,467 1,396 7,383 17,835 $ 241,891 |
December 31, 2021 $ 196,810 18,467 1,396 7,383 17,835 $ 241,891 |
March 31, 2021 |
| $ 243,710 759 1,396 - 26,670 |
|||
| $ 272,535 |
(15) Retained earnings
-
A. Under the Company’s Articles of Incorporation, the current year’s earnings, if any, shall first be used to pay all taxes and offset prior years’ operating losses and then 10% of the remaining amount shall be set aside as legal reserve. The remainder, if any, to be retained or to be appropriated shall be resolved by the stockholders at the stockholders’ meeting.
-
B. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of the Company’s paid-in capital.
-
C. In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.
-
D. On March 29, 2022, the Board of Directors resolved that no dividends for the distribution of earnings for the year of 2021.
-
E. On July 20, 2021, the stockholders’ meeting resolved that no dividends for the distribution of earnings for the year of 2020.
~33~
(16) Other equity items
| (17) | At January 1 Group At March 31 Operating revenue |
Currencytranslation | Currencytranslation |
|---|---|---|---|
| 2022 ($ 261,922) 48,941 ($ 212,981) |
2021 | ||
| ($ 209,172) ( 24,176) |
|||
| ($ 233,348) | |||
| At January 1 Group At March 31 perating revenue |
2022 2021 ($ 261,922) ($ 209,172) 48,941 ( 24,176) ($ 212,981) ($ 233,348) |
2022 2021 ($ 261,922) ($ 209,172) 48,941 ( 24,176) ($ 212,981) ($ 233,348) |
|---|---|---|
| Revenue from contract with customers Operating revenue |
For the three-month period ended March 31, | |
| 2022 $ 208,181 |
2021 | |
| $ 216,035 |
A. Disaggregation of revenue from contracts with customers
The Group derives revenue from the transfer of goods over time and at a point in time in the following major business. The related information is provided in Note 14.
B. Contract liabilities
The Group has recognized the following revenue-related contract liabilities:
| Contract liabilities | March 31,2022 $ 1,572 |
December 31,2021 $ 2,943 |
March 31,2021 |
|---|---|---|---|
| $ 2,347 |
Revenue recognized that was included in the contract liability balance at the beginning of the period:
| eriod: | ||
|---|---|---|
| Revenue recognized that was included in the contract liability balance at the beginning of the period |
For the three-monthperiod ended March 31, | |
| 2022 $ 2,943 |
2021 | |
| $ 1,439 |
(18) Interest income
| nterest income | ||
|---|---|---|
| Bank deposit Financial assets measured at amortized cost Other interest income |
For the three-month period ended March 31, | |
| 2022 $ 380 129 2 $ 511 |
2021 | |
| $ 417 2 2 |
||
| $ 421 |
~34~
(19) Other income
For the three-month period ended March 31,
Rent income Handling charge income Other income, others
| 2022 $ 969 185 1,051 $ 2,205 |
2021 |
|---|---|
| $ 505 7 594 |
|
| $ 1,106 |
(20) Other gains and losses
For the three-month period ended March 31,
Loss on disposal of property, plant and equipment Foreign exchange losses Other losses
| 2022 $ - 4,068 ( 234) $ 3,834 |
2021 |
|---|---|
| ($ 1,534) ( 3,787) ( 18) |
|
| ($ 5,339) |
(21) Finance costs
For the three-month period ended March 31,
| Bank borrowings Short-term bills payable Lease liabilities Convertible bonds payable Financial expense, others |
2022 $ 7,720 99 - 839 204 $ 8,862 |
2021 |
|---|---|---|
| $ 7,809 93 18 891 276 |
||
| $ 9,087 |
(22) Depreciation and amortization
Property, plant and equipment Right-of-use assets Other intangible assets Operating costs and operating expenses
| For the three-month period ended March 31, | For the three-month period ended March 31, |
|---|---|
| 2022 $ 21,666 2,478 515 $ 24,659 |
2021 |
| $ 15,843 2,825 526 |
|
| $ 19,194 |
(23) Employee benefit expense
| mployee benefit expense | ||
|---|---|---|
| Pension Defined contribution pension plan Defined benefit pension plan Other personnel expenses |
For the three-month period ended March 31, | |
| 2022 $ 1,044 1,173 2,217 79,890 $ 82,107 |
2021 | |
| $ 976 1,108 |
||
| 2,084 60,603 |
||
| $ 62,687 |
~35~
| An analysis of employee benefit expense by function Operating costs Operating expenses |
For the three-monthperiod ended March 31, | For the three-monthperiod ended March 31, |
|---|---|---|
| 2022 $ 49,364 32,743 $ 82,107 |
2021 | |
| $ 29,528 33,159 |
||
| $ 62,687 |
-
A. According to the Company’s Articles, the Company accrued employees’ compensation and remuneration of directors and supervisors at rates of 5% to 12% and no higher than 3%, respectively, of net profit before income tax, employees’ compensation, and remuneration of directors and supervisors.
-
B. For the three-month periods ended March 31, 2022 and 2021, employees’ compensation was accrued at $325 and $0, respectively; while directors’ and supervisors’ remuneration was accrued at $65 and $0, respectively. The aforementioned amounts were recognized in salary expenses. The employees’ compensation and directors’ and supervisors’ remuneration were estimated and accrued based on 5% and 1% of distributable profit of current year as of the end of reporting period. Employees’ compensation and directors’ and supervisors’ remuneration of 2021 as resolved by the Board of Directors were $6,378 and $1,276, respectively, and were in agreement with those amounts recognized in the 2021 financial statements.
-
C. Information about employees’ compensation and directors’ and supervisors’ remuneration of the Company as resolved by the Board of Directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.
(24) Income tax
- A. Income tax expense
Components of income tax expense:
| ncome tax expense omponents of income tax expense: |
||
|---|---|---|
| Current tax: Current tax on profits for the period Deferred tax: Origination and reversal of temporary differences Income tax expense (benefit) |
For the three-monthperiod ended March 31, | |
| 2022 ($ 1,848) ( 1,743) ($ 3,591) |
2021 | |
| $ 12,251 ( 25,266) |
||
| ($ 13,015) |
The basis for computing the applicable tax rate is 25% for subsidiaries in China, others are the rates applicable in the respective countries where the Group entities operate.
~36~
- B. The Company’s income tax returns through 2018 have been assessed and approved by the Tax Authority.
(25) Earnings(Deficit) per share
| Earnings(Deficit) per share | |||
|---|---|---|---|
| Basic earnings per share Profit attributable to ordinary shareholders of the parent Basic deficit per share Loss attributable to ordinary shareholders of the parent |
For the three-monthperiod ended March 31,2022 | ||
| Amount after tax Weighted average number of ordinary shares outstanding (share in thousands) Earnings per share (in dollars) $ 12,157 161,623 $ 0.08 For the three-monthperiod ended March 31,2021 |
Earnings per share (in dollars) |
||
| $ 0.08 | |||
| Amount after tax ($ 22,194) |
Weighted average number of ordinary shares outstanding (share in thousands) 156,334 |
Earnings per share (in dollars) |
|
| ($ 0.14) |
(26) Supplemental cash flow information
Investing activities with partial cash payments:
| nvesting activities with partial cash payments: | ||
|---|---|---|
| Purchase of property, plant and equipment Add: Opening balance of payable on equipment Less: Ending balance of payable on equipment Cash paid during the year |
For the three-monthperiod ended March 31, | |
| 2022 $ 14,010 1,841 ( 7,956) $ 7,895 |
2021 | |
| $ 2,112 1,650 ( 2,664) |
||
| $ 1,098 |
(27) Changes in liabilities from financing activities
| At January 1 Changes in cash flow from financing activities Impact of changes in foreign exchange rate Changes in other non-cash items At March 31 |
2022 | ||||||
|---|---|---|---|---|---|---|---|
| Short-term borrowings $ 480,754 70 2,185 - $ 483,009 |
Short-term billspayable $ 49,887 98 - - $ 49,985 |
Long-term borrowings $ 1,072,205 ( 2,250 ) 11,875 - $ 1,081,830 |
Long-term payable to related parties $ - - - - $ - |
Lease liabilities $ 12,910 - 481 - $ 13,391 |
Convertible bonds payable $ 273,484 - - ( 273,484) $ - |
Liabilities from financing activities |
|
| $ 1,889,240 ( 2,082) 14,541 ( 273,484) |
|||||||
| $ 1,628,215 |
~37~
| At January 1 Changes in cash flow from financing activities Impact of changes in foreign exchange rate Changes in other non-cash items At March 31 |
2021 | ||||||
|---|---|---|---|---|---|---|---|
| Short-term borrowings $ 405,504 30,000 126 - $ 435,630 |
Short-term billspayable $ 49,868 2 - - $ 49,870 |
Long-term borrowings $ 1,116,000 - 688 - $ 1,116,688 |
Long-term payable to related parties $ 117,669 ( 82,021) ( 2,443) - $ 33,205 |
Lease liabilities $ 2,506 ( 838) 35 ( 18) $ 1,685 |
Convertible bonds payable $ 292,180 - - 891 $ 293,071 |
Liabilities from financing activities |
|
| $ 1,983,727 ( 52,857) ( 1,594) 873 |
|||||||
| $ 1,930,149 |
7. Related Party Transactions
(1) Names and relationship of related parties
Names of related parties Relationship with the Group Ding Wang Electronics Technology Substantive related parties Corporation City Orient Limited Substantive related parties Ever Merit Trading Limited Substantive related parties Evermerit Technology Electronic Co., Substantive related parties Ltd. Tinglin Co.,Ltd. Substantive related parties Fairsky International Limited Substantive related parties Tsai, Nai Chen Chairman of the Company Tsai, Chi Hu Substantive related parties
(2) Significant transactions and balances with related parties
A. Purchases of goods
| urchases of goods | ||
|---|---|---|
| Sales of goods: Associates City Orient Limited Ever Merit Trading Limited Ding Wang Electronics Technology Corporation |
For the three-monthperiod ended March 31, | |
| 2022 $ - 38,181 - $ 38,181 |
2021 | |
| $ 51,382 - 628 |
||
| $ 52,010 |
Raw material and services are purchased from associates and an entity controlled by key management personnel on normal commercial terms and conditions.
~38~
B. Receivables from related parties
| eceivables from related parties | |||
|---|---|---|---|
| Other receivables from related parties: Evermerit Technology Electronic Co., Ltd. City Orient Limited |
March 31, 2022 $ 18,925 - $ 18,925 |
December 31,2021 $ 18,348 - $ 18,348 |
March 31, 2021 |
| $ 18,348 91 |
|||
| $ 18,439 |
The receivables from related parties arise mainly from sale transactions and other receivables transactions. Sales transaction payment is due two months after the date of sales. The receivables are unsecured in nature and bear no interest. There are no allowances for uncollectible accounts held against receivables from related parties.
- C. Payables to related parties
| ayables to related parties | |||
|---|---|---|---|
| Accounts payable: City Orient Limited Ever Merit Trading Limited Other payables to related parties: Evermerit Technology Electronic Co., Ltd. |
March 31, 2022 $ 2 18,707 $ 18,709 $ - |
December 31,2021 $ 8,593 4,314 $ 12,907 $ - |
March 31, 2021 |
| $ 18,272 - |
|||
| $ 18,272 | |||
| $ 82 |
The payables to related parties arise mainly from purchase transactions and are due 2 months after the date of purchase. The payables bear no interest.
- D. Prepayments
| D. Prepayments | |||
|---|---|---|---|
| Evermerit Technology Electronic Co., Ltd. E. Loans from related parties Fairsky International Limited |
March 31, 2022 $ 8,369 March 31, 2022 $ 33,205 |
December 31,2021 $ 8,131 December 31,2021 $ 33,205 |
March 31, 2021 |
| $ 8,632 | |||
| March 31, 2021 |
|||
| $ 33,205 |
PT Cijambe began to be included in the Group’s consolidated financial statement from October 1, 2019. Since that date, the Company has acquired its loans which were recognized initially as ‘related party loans’. The maturity date was October 15, 2022, and the interest rate was 0%. The loans were expressed in "long-term liabilities-current portion " and "long-term notes payable to related parties".
~39~
F. Endorsements and guarantees : Please refer to Notes 6 (9) and 6 (11).
(3) Key management compensation
| ey management compensation | ||
|---|---|---|
| Short-term employee benefits Post-employment benefits |
For the three-month period ended March 31, | |
| 2022 $ 3,123 71 $ 3,194 |
2021 | |
| $ 2,494 55 |
||
| $ 2,549 |
The remuneration of directors and other key management levels is determined by the
Remuneration Committee in accordance with individual performance and market trends.
8. Pledged Assets
The Group’s assets pledged as collateral are as follows:
| Asset item Pledged time deposits (shown as financial assets at amortized cost) Restricted bank accounts(shown as financial assets at amortized cost) Land use right (shown as right-of-use asset) Property, plant and equipment Investment property |
Bookvalue | March 31, 2021 $ 3,678 - 97,043 259,287 27,840 $ 387,848 |
Purpose | |
|---|---|---|---|---|
| March 31, 2022 $ 9,802 3,682 93,356 428,568 85,347 $ 620,755 |
December 31,2021 $ 3,682 9,802 91,257 432,854 85,347 $ 622,942 |
|||
| Collateral for import duties Reimbursement account of bank loan Credit facility Credit facility Credit facility |
9. Significant Contingent Liabilities And Unrecognized Contract Commitments
None.
10. Significant Casualty Loss
None.
11. Significant Events After The Balance Sheet Date
None.
12. Others
(1) Capital management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The Group monitors capital on the basis of the
~40~
gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including ‘current and non-current borrowings’ as shown in the consolidated balance sheet) less cash and cash equivalents. Total capital is calculated as ‘equity’ as shown in the
consolidated balance sheet plus net debt. The gearing ratios were as follows:
| Total borrowings Less: Cash and cash equivalents Net debt Total equity Total capital Gearing ratio |
March 31, 2022 $ 1,855,942 464,032 1,391,910 1,727,144 $3,119,054 44.63% |
December 31,2021 $ 1,876,330 586,246 1,290,084 1,666,046 $2,956,130 43.64% |
March 31, 2021 |
|---|---|---|---|
| $ 1,895,259 954,852 |
|||
| 940,407 1,594,022 |
|||
| $2,534,429 | |||
| 37.11% |
(2) Financial instruments
A. Financial instruments by category
| Financial instruments by category | |||
|---|---|---|---|
| Financial assets Financial assets at amortized cost Cash and cash equivalents Financial assets at amortized cost Notes receivable Accounts receivable (including related parties) Other receivables (including related parties) Refundable deposits Financial liabilities Financial liabilities at amortized cost Short-term borrowings Short-term bills payable Notes payable Accounts payable (including related parties) Other payables (including related parties) Long-term borrowings (including current portion and related parties) Convertible bonds payable(including current portion) Lease liabilities |
March 31, 2022 $ 464,032 19,046 2,504 337,351 34,010 14,795 $ 871,738 March 31, 2022 $ 483,009 49,985 262 241,871 65,258 1,081,830 274,323 $2,196,538 $ 13,391 |
December 31,2021 $ 586,246 19,050 - 336,289 34,923 15,029 $ 991,537 December 31,2021 $ 480,754 49,887 1,047 136,171 52,395 1,072,205 273,484 $2,065,943 $ 12,910 |
March 31, 2021 |
| $ 954,852 3,678 6,557 238,228 37,791 20,270 |
|||
| $1,261,376 | |||
| March 31, 2021 |
|||
| $ 435,630 49,870 - 121,370 33,414 1,149,893 293,071 |
|||
| $2,083,248 | |||
| $ 1,685 |
~41~
- B. Financial risk management policies
The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk and interest rate risk), credit risk and liquidity risk. Risk management is carried out by the Group treasury under policies approved by the Board of Directors. The Group treasury identifies, evaluates and hedges financial risks in close co-operation with the Group’s operating units.
-
C. Significant financial risks and degrees of financial risks
-
(a) Market risk
Foreign exchange risk
-
i. The Group operates internationally and is exposed to exchange rate risk arising from the transactions of the Company and its subsidiaries used in various functional currency, primarily with respect to the USD and RMB. Exchange rate risk arises from future commercial transactions and recognized assets and liabilities.
-
ii. The Group’s businesses involve some non-functional currency operations (the Company’s and certain subsidiaries’ functional currency: NTD; other certain subsidiaries’ functional currency: USD and RMB). The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:
March 31, 2022
| Foreign currency amount (in thousands) Financial assets Monetary items USD:NTD $ 2,831 USD:RMB 272 USD:IDR 166 USD:VND 277 Financial liabilities Monetary items USD:NTD $ 285 USD:RMB 559 USD:IDR ( 2) |
Exchange rate 28.63 6.35 14,457.07 23,178.14 28.63 6.35 14,457.07 |
Book value (NTD) $ 81,037 7,786 4,752 7,959 $ 8,158 16,001 ( 57) |
Sensitivityanalysis | Sensitivityanalysis |
|---|---|---|---|---|
| Degree of variation 5% 5% 5% 5% 5% 5% 5% |
Effect on profit or loss |
|||
| $ 4,052 389 238 396 $ 408 800 ( 3) |
~42~
December 31, 2021
| December 31,2021 | December 31,2021 | |||
|---|---|---|---|---|
| Foreign currency amount (in thousands) Financial assets Monetary items USD:NTD $ 5,119 USD:RMB 377 USD:IDR 214 USD:VND 279 Financial liabilities Monetary items USD:NTD $ 340 USD:RMB 245 USD:IDR 2 Foreign currency amount (in thousands) Financial assets Monetary items USD:NTD $ 13,951 USD:RMB 2,042 USD:IDR 61 USD:VND 252 Financial liabilities Monetary items USD:NTD $ 146 USD:RMB 148 |
Exchange rate Book value (NTD) 27.68 $ 141,694 6.37 10,435 13,979.80 5,924 23,066.67 7,723 27.68 $ 9,411 6.37 6,782 13,979.80 55 March 31,2021 |
Sensitivityanalysis | ||
| Degree of variation 5% 5% 5% 5% 5% 5% 5% |
Effect on profit or loss |
|||
| $ 7,085 522 296 386 $ 471 339 3 |
||||
| Exchange rate 28.54 6.57 14,411.62 25,477.68 28.54 6.57 |
Book value (NTD) $ 398,092 58,268 1,741 7,191 $ 4,166 4,223 |
Sensitivityanalysis | ||
| Degree of variation 5% 5% 5% 5% 5% 5% |
Effect on profit or loss |
|||
| $ 19,905 2,913 87 360 $ 208 211 |
- iii. Total exchange gain (loss), including realised and unrealised arising from significant foreign exchange variation on the monetary items held by the Group for the three-month periods ended March 31, 2022 and 2021 amounted to $4,068 and ($3,787), respectively.
Cash flow and fair value Interest rate risk
-
i. The Group’s borrowings are measured at amortized cost. The borrowings are periodically contractually repriced and to that extent are also exposed to the risk of future changes in market interest rates.
-
ii. As at March 31, 2022, December 31, 2021 and March 31, 2021, if the interest rate
~43~
increases or decreases by 50 basis point, with all other variables held constant, profit, net of tax would have decreased or increased by $9,446, $9,382 and $9,642, respectively. The main factor is that changes in interest expense result from floating rate borrowings.
(b) Credit risk
-
i. Credit risk refers to the risk of financial loss to the Group arising from default by the clients or counterparties of financial instruments on the contract obligations. The main factor is that counterparties could not repay in full accounts receivable ,notes receivable and financial assets at amortized cost, that based on the agreed terms, and the contract cash flows of debt instruments stated at amortized cost.
-
ii. The Group for banks and financial institutions, only well rated parties are accepted. According to the Group’s credit policy, each local entity in the Group is responsible for managing and analyzing the credit risk for each of their new clients before standard delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings in accordance with limits set by the Board of Directors. The utilization of credit limits is regularly monitored.
-
iii. The Group assume if the contract payments are past due over 180 days based on the terms, there has been a significant increase in credit risk on that instrument since initial recognition. If there is evidence that the counterparty is facing serious financial difficulties and the Group cannot reasonably expect the recoverable amount, for example, the counterparty is in liquidation, the Group will directly write off the relevant accounts receivable, but will continue to pursue activities to recover the recovered amount are recognized in profit or loss.
-
iv. The following indicators are used to determine whether the credit impairment of debt instruments has occurred:
-
(i.) It becomes probable that the issuer will enter bankruptcy or other financial reorganization due to their financial difficulties;
-
(ii.) The disappearance of an active market for that financial asset because of financial difficulties;
~44~
-
(iii.) Default or delinquency in interest or principal repayments;
-
(iv.) Adverse changes in national or regional economic conditions that are expected to cause a default.
-
v. The Group classifies customer's accounts receivable in accordance with geographic area, product types and credit rating of customer. The Group applies the simplified approach using the provision matrix based on the loss rate methodology to estimate expected credit loss.
-
vi. The Group uses the forecastability to adjust historical and timely information to assess the default possibility of accounts receivable. On March 31, 2022, December 31, 2021 and March 31, 2021, the provision matrix and loss rate methodology is as follows:
| March 31, 2022 Expected loss rate Total book value Loss allowance December 31, 2021 Expected loss rate Total book value Loss allowance March 31, 2021 Expected loss rate Total book value Loss allowance |
Notpast due 0.01% $ 157,122 ($ 15) 0.01% $ 331,146 ($ 24) 0.01% $ 234,797 ($ 27) |
1-90 days past due 0.09% $ 180,048 ($ 160) 0.40% $ 4,972 ($ 20) 0.25% $ 3,460 ($ 9) |
90-180 days past due 3.47% $ 202 ($ 7) 3.33% $ 195 ($ 6) 0.00% $ - $ - |
Over 180 dayspast due 96.13% $ 4,133 ($ 3,972) 99.34% $ 3,999 ($ 3,973) 99.83% $ 3,999 ($ 3,992) |
Total $ 341,505 ($ 4,154 ) $ 340,312 ($ 4,023 ) $ 242,256 ($ 4,028) |
|---|---|---|---|---|---|
- vii. Movements in relation to the Group applying the simplified approach to provide loss allowance for accounts receivable are as follows:
| At January 1 Impairment loss Reversal of impairment loss Write-downs during the year Effect of foreign exchange At March 31 |
Accounts receivable | Accounts receivable |
|---|---|---|
| 2022 $ 4,023 - ( 3) - 134 $ 4,154 |
2021 | |
| $ 9,250 2 ( 51) ( 5,196) 23 |
||
| $ 4,028 |
-
(c) Liquidity risk
-
i. Cash flow forecasting is performed in the operating entities of the Group and aggregated by Group treasury. Group treasury monitors rolling forecasts of the
~45~
Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times so that the Group does not breach borrowing limits or covenants (where applicable) on any of its borrowing facilities. Such forecasting takes into consideration the Group’s debt financing plans, covenant compliance, compliance with internal balance sheet ratio targets.
- ii. The table below analyses the Group’s non-derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date for non-derivative financial liabilities and to the expected maturity date for derivative financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows.
| March 31,2022 Non-derivative financial liabilities Short-term borrowings Short-term bills payable Notes payable Accounts payable Other payables Lease liabilities Convertible bonds payable Long-term borrowings (including current portion and related parties) December 31,2021 Non-derivative financial liabilities Short-term borrowings Short-term bills payable Notes payable Accounts payable Other payables Lease liabilities Convertible bonds payable Long-term borrowings (including current portion and related parties) |
Less than 1year $ 517,942 50,000 262 241,871 65,258 7,176 - 33,205 $ 481,904 50,000 1,047 136,171 52,395 6,918 - 904,185 |
1 and5 years $ - - - - - 7,176 277,400 1,124,159 $ - - - - - 6,918 277,400 199,240 |
over5 years |
|---|---|---|---|
| $ - - - - - - - - $ - - - - - - - - |
~46~
| March 31,2021 Non-derivative financial liabilities Short-term borrowings Short-term bills payable Accounts payable Other payables Lease liabilities Convertible bonds payable Long-term borrowings (including current portion) Long term notes payable to related parties |
Less than 1year $ 436,650 50,000 121,370 33,414 1,700 - 243,874 - |
1 and5 years $ - - - - - 303,848 1,140,819 33,205 |
over5 years |
|---|---|---|---|
| $ - - - - - - - - |
(3) Fair value information
-
A. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:
-
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the Group’s investment in beneficiary certificates is included in Level 1.
-
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The fair value of the Group’s investment in convertible bonds is included in Level 2.
-
Level 3: Unobservable inputs for the asset or liability. The fair value of the Group
’investment in investment property is included in Level 3. -
B. Financial instruments not measured at fair value
-
(a) Except for those listed in the table below, the carrying amounts of cash and cash equivalents, notes receivable, accounts receivable, financial assets at amortized cost, other receivables, short-term borrowings, notes payable, accounts payable, other payables, long-term notes payable and long -term borrowings are approximate to their fair values.
~47~
| March 31,2022 Financial liabilities: Convertible bonds payable(including current portion) December 31,2021 Financial liabilities: Convertible bonds payable(including current portion) March 31,2021 Financial liabilities: Convertible bonds payable(including current portion) |
Bookvalue $ 274,323 Book value $ 273,484 Bookvalue $ 293,071 |
Fair value | ||
|---|---|---|---|---|
| Level 1 $ - |
Level 2 $ 273,785 Fairvalue |
Total | ||
| $ - | ||||
| Level 1 $ - |
Level 2 $ 273,484 Fair value |
Total | ||
| $ - | ||||
| Level 1 $ - |
Level 2 $ 293,032 |
Total | ||
| $ - |
-
(b) The methods and assumptions of fair value estimate are as follows:
-
i. Corporate bonds: They are measured at present value, which is calculated based on the cash flow expected to be received from the objective asset and discounted using a market rate prevailing at balance sheet date.
-
ii. Bonds payable: They are measured at present value, which is calculated based on the cash flow expected to be paid and discounted using a market rate prevailing at balance sheet date.
-
-
C. The related information of financial and non-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities is as follows:
| follows: | ||||
|---|---|---|---|---|
| March 31,2022 Assets Recurring fair value measurements Investment property December 31,2021 Assets Recurring fair value measurements Investment property |
Level 1 $ - Level 1 $ - |
Level 2 $ - Level 2 $ - |
Level3 $ 1,483,758 Level3 $ 1,465,874 |
Total |
| $ 1,483,758 | ||||
| Total | ||||
| $ 1,465,874 |
~48~
| March 31,2021 Assets Recurring fair value measurements Investment property |
Level 1 $ - |
Level 2 $ - |
Level 3 $ 1,278,085 |
Total |
|---|---|---|---|---|
| $ 1,278,085 |
-
D. For the three-month periods ended March 31, 2022 and 2021, there was no transfer between Level 1 and Level 2.
-
E. The following chart is the movement of Level 3 for the three-month periods ended March 31, 2022 and 2021:
| 22 and 2021: | ||
|---|---|---|
| At January 1 Additions -from subsequent expendituresEffect of exchange rate changes At March 31 |
Investment property | |
| 2022 ($ 1,465,874 5,615 12,269 ($ 1,483,758 |
2021 | |
| ($ 1,301,016 - ( 22,931) |
||
| ($ 1,278,085 |
F. The following is the qualitative information of significant unobservable inputs and sensitivity analysis of changes in significant unobservable inputs to valuation model used in Level 3 fair value measurement:
| Non-financial instruments Investment property |
Fair value at March 31,2022 $ 1,483,758 |
Valuation technique Discounted cash flow method Land development analysis approach |
Significant unobservable input Discount rate Rate of return Overall capital interest rate |
Range (Weighted average) 2.2% ~3.25% 15% 11.09% |
Relationship of inputs to fair value |
|---|---|---|---|---|---|
| The higher discount rate, the lower fair value The higher rate of return, the higher the fair value The higher overall capital interest rate, the lower the fair value |
~49~
| Non-financial instruments Investment property Non-financial instruments Investment property |
Fair value at December 31,2021 $ 1,465,874 Fair value at March 31,2021 $ 1,278,085 |
Valuation technique Discounted cash flow method Land development analysis approach Valuation technique Discounted cash flow method Land development analysis approach |
Significant unobservable input Discount rate Rate of return Overall capital interest rate Significant unobservable input Discount rate Rate of return Overall capital interest rate |
Range (Weighted average) 2.2% ~3.25% 15% 11.09% Range (Weighted average) 2.345% ~4.5% 15% 11.28% |
Relationship of inputs to fairvalue |
|---|---|---|---|---|---|
| The higher the discount rate, the lower the fair value The higher rate of return, the higher the fair value The higher overall capital interest rate, the lower fair value Relationship of inputs to fair value |
|||||
| The higher the discount rate, the lower the fair value The higher rate of return, the higher the fair value The higher overall capital interest rate, the lower fair value |
13. Supplementary Disclosures
(1) Significant transactions information
-
A. Loans to others: Please refer to table 1.
-
B. Provision of endorsements and guarantees to others: Please refer to table 2.
-
C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): None.
~50~
-
D. Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company’s paid-in capital: None.
-
E. Acquisition of real estate reaching $300 million or 20% of paid-in capital or more: None.
-
F. Disposal of real estate reaching $300 million or 20% of paid-in capital or more: None.
-
G. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: Please refer to table 3.
-
H. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: Please refer to table 4.
-
I. Trading in derivative instruments undertaken during the reporting periods: None.
-
J. Significant inter-company transactions during the reporting periods: Please refer to table 5.
-
(2) Information on investees
Names, locations and other information of investee companies (not including investees in Mainland China) : Please refer to table 6.
(3) Information on investments in Mainland China
-
A. Basic information: Please refer to table 7.
-
B. Significant transactions, either directly or indirectly through a third area, with investee companies in the Mainland Area: None.
(4) Major shareholders information
Major shareholders information: Please refer to table 8.
14. Segment Information
(1) General information
Management has determined the reportable operating segments based on the reports reviewed by the Board of Directors that are used to make strategic decisions.
The Group's corporate composition, the basis for segment determined and the basis for
measurement of segment information have not significant change during the current year.
The reportable operating segments are as follows:
-
A. Optoelectronics
-
B. Energy & Materials
~51~
C. Others
D. Industrial Park Development
(2) Segment information
The segment information provided to the chief operating decision-maker for the reportable segments is as follows:
| Optoelectronic parts LED lighting Energy & Materials Others Industrial Park Development Total from continuing operations Headquarters management costs Other income Other gains and losses Finance costs Profit before income tax |
For the three-monthperiod ended March 31, | For the three-monthperiod ended March 31, | For the three-monthperiod ended March 31, |
|---|---|---|---|
| Segment revenue 2022 2021 $ 134,680 $ 132,951 43,754 54,321 29,704 26,487 43 2,276 - - $ 208,181 $ 216,035 |
Segment income(loss) | ||
| 2022 $ 134,680 43,754 29,704 43 - $ 208,181 |
2022 $ 42,977 ( 10,245) 2,374 ( 123) ( 1,925) 33,058 ( 22,180) 2,716 3,834 ( 8,862) $8,566 |
2021 $ 11,676 ( 10,393) 3,003 ( 1,479) ( 7,275) |
|
| ( 4,468) ( 17,842) 1,527 ( 5,339) ( 9,087) |
|||
| ( $ 35,209) |
(3) Reconciliation for segment income (loss)
The revenue and net profit before tax from external customers and segment income (loss)
provided to the chief operating decision-maker is measured in a manner consistent with financial statements.
~52~
COSMO ELECTRONICS CORPORATION
Loans to others
For the three-month period ended March 31, 2022
| Number (Note 1) Table 1 |
Creditor | Borrower | General ledger account |
Is a related party |
Maximum outstanding balance during the three-month period ended March 31, 2022 |
Balance at March 31, 2022 |
Actual amount drawn down |
Interest rate |
Nature of loan |
Amount of transactions with the borrower |
Reason for short-term financing |
Allowance for doubtful accounts |
Collateral | Collateral | Expressed in thousands of NTD (Except as otherwise indicated) Limit on loans granted to a Ceiling on total singleparty loansgranted Footnote |
Expressed in thousands of NTD (Except as otherwise indicated) Limit on loans granted to a Ceiling on total singleparty loansgranted Footnote |
Expressed in thousands of NTD (Except as otherwise indicated) Limit on loans granted to a Ceiling on total singleparty loansgranted Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | ||||||||||||||||
| 1 1 2 3 |
True Glory Investments Limited True Glory Investments Limited Guizhou Guanwang International Digicrown Electronic Technology Co., Ltd. Shaoguan Woncrown Electronics Technology Co.,Ltd. |
PT Cijambe Indah Cosmo Electronics (HK) Company Limited Evermerit Technology Electronic Co., Ltd. Evermerit Technology Electronic Co., Ltd. |
Other receivables from related parties Other receivables from related parties Other receivables from related parties Other receivables from related parties |
Y Y Y Y |
$ 40,075 57,250 19,032 18,925 |
$ 31,488 57,250 - 18,925 |
$ 31,488 57,250 - 18,925 |
0.00% 0.00% 0.00% 0.00% |
Short- term financing Short- term financing Short- term financing Short- term financing |
- - - - |
Operations Operations Operations Operations |
$ - - - - |
- - - - |
$ - - - - |
345,429 345,429 55,682 23,279 |
690,858 690,858 55,682 23,279 |
Note 2 Note 2 Note 2 Note 2 |
Note 1: The numbers filled in for the loans provided by the Company or subsidiaries are as follows:
(1) The Company is ‘0’. 。
- (2) The subsidiaries are numbered in order starting from ‘1’.
Note 2: Limit on total loans for financing granted by and to subsidiaries of which the ultimate parent directly or indirectly holds 100% of its voting shares is 200% of the lender's net assets based on the latest audited or reviewed financial statements, and limit on loans to each entity is 200% of the lender's net assets based on the latest audited or reviewed financial statements. However, inn accordance with the Operational Procedures for Loans to Others of the Company, the total loans for financing granted by and to subsidiaries of which the ultimate parent directly or indirectly holds 100% of its voting shares must not exceed 40% of the lender's net assets based on the latest audited or reviewed financial statements, and the loans to each entity for financing must not exceed 20% of the lender's net assets based on the latest audited or reviewed financial statements. Therefore, limit on loan is the smaller one of above conditions.
Table 1
COSMO ELECTRONICS CORPORATION
Provision of endorsements and guarantees to others
For the three-month period ended March 31, 2022
Table 2
Expressed in thousands of NTD (Except as otherwise indicated)
| Number (Note1) |
Endorser/guarantor | Party being endorsed/guaranteed | Party being endorsed/guaranteed | Limit on endorsements/ guarantees provided for a single party |
Maximum outstanding Outstanding endorsement/ endorsement/ guarantee amountguarantee amount as of March as of March 31,2022 31,2022 |
Maximum outstanding Outstanding endorsement/ endorsement/ guarantee amountguarantee amount as of March as of March 31,2022 31,2022 |
Actual amount drawndown |
Ratio of accumulated Amount of endorsement/ endorsements/ guarantee amount guarantees to net asset value secured with of the endorser/ collateral guarantor |
Ratio of accumulated Amount of endorsement/ endorsements/ guarantee amount guarantees to net asset value secured with of the endorser/ collateral guarantor |
Ceiling on total Provision of amount of endorsements/ endorsements/ guarantees by guarantees parent company provided to subsidiary |
Ceiling on total Provision of amount of endorsements/ endorsements/ guarantees by guarantees parent company provided to subsidiary |
Provision of endorsements/ guarantees by subsidiary to parent company |
Provision of endorsements/ guarantees to the party in Mainland China |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Companyname | Relationship with the endorser/guarantor (Note2) |
|||||||||||||
| 0 0 1 2 3 |
Cosmo Electronics Corporation Cosmo Electronics Corporation PT Cosmo Technology PT Cosmo Technology PT Cjambe Indah |
True Glory Investments Limited PT Cosmo Technology True Glory Investments Limited Cosmo Electronics Corporation Cosmo Electronics Corporation |
(2) (2) (4) (3) (3) |
690,858 $ 690,858 1,727,144 1,727,144 863,572 |
121,656 $ 400,000 121,656 926,000 300,000 |
121,656 $ 400,000 121,656 926,000 300,000 |
65,838 $ 400,000 65,838 519,000 300,000 |
N N N N N |
3.81% 23.16% 3.81% 30.05% 17.37% |
863,572 $ 863,572 1,727,144 1,727,144 1,727,144 |
Y Y N N N |
N N N Y Y |
N N N N N |
Note 3 and 6 Note 3 Note 4 and 6 Note 4 Note 5 and 7 |
-
Note 1: The numbers filled in for the loans provided by the Company or subsidiaries are as follows:
-
(1) The Company is ‘0’.
。 -
(2) The subsidiaries are numbered in order starting from ‘1’.
-
Note 2: Relationship between the endorser/guarantor and the party being endorsed/guaranteed is classified into the following seven categories: (1) Having business relationship.
-
(2) The endorser/guarantor parent company owns directly and indirectly more than 50% voting shares of the endorsed/guaranteed subsidiary.
-
(3) The endorsed/guaranteed company owns directly and indirectly more than 50% voting shares of the endorser/guarantor parent company.
-
(4) The endorser/guarantor parent company owns directly and indirectly more than 90% voting shares of the endorsed/guaranteed company.
-
(5) Mutual guarantee of the trade made by the endorsed/guaranteed company or joint contractor as required under the construction contract.
-
(6) Due to joint venture, all shareholders provide endorsements/guarantees to the endorsed/guaranteed company in proportion to its ownership.
-
(7) Joint guarantee of the performance guarantee for pre-sold home sales contract as required under the Consumer Protection Act.
-
Note 3: Limit on total endorsements is 50% of the Company's net assets , and limit on endorsements to a single party is 40% of the Company's net assets . Note 4: When endorser is the Company, limit on total endorsements is 100% of the Company's net assets, and limit on endorsements to a single party is 100% of the Company's net assets. Note 5: When endorser is the Company, limit on total endorsements is 100% of the Company's net assets, and limit on endorsements to a single party is 50% of the Company's net assets. Note 6: The Company and PT Cosmo Technology were joint endorsements for True Glory Investments Limited. Note 7: PT Cjambe Indah endorsed for convertible bonds issued by the Company.
Table 2
COSMO ELECTRONICS CORPORATION
Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more
For the three-month period ended March 31, 2022
Table 3
Expressed in thousands of NTD (Except as otherwise indicated)
| Purchaser/seller | Counterparty | Relationship with the counterparty |
Transaction | Transaction | compared Differences in |
to thirdparty transaction terms |
Notes/accounts receivable(payable) | Notes/accounts receivable(payable) | Footnote | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases (sales) |
Amount | Percentage of total purchases (sales) |
Credit term | Unitprice | Credit term | Balance | Percentage of total notes/accounts receivable(payable) |
||||
| Cosmo Electronics (HK) Company Limited Dong Guan Guan Zhen Xing Trading Limited |
PT Cosmo Technology Cosmo Electronics (HK) Company Limited |
Group Group |
Sales Sales |
143,445) ($ 113,616) ( |
100.00% 92.75% |
According to the terms agreed by both parties According to the terms agreed by both parties |
- $ - |
- - |
239,510 $ 88,310 |
100.00% 84.14% |
Note Note |
Note : These transactions were eliminated in the preparation of consolidated financial statements.
Table 3
COSMO ELECTRONICS CORPORATION
Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more
For the three-month period ended March 31, 2022
| Table 4 Creditor |
Counterparty | Relationship with the counterparty |
Balance as at March31,2022 |
Turnover rate | Overdue receivables | Overdue receivables | Expressed in thousands of NTD Amount collected subsequent to the Allowance for balance sheet date doubtful accounts (Except as otherwise indicated) |
Expressed in thousands of NTD Amount collected subsequent to the Allowance for balance sheet date doubtful accounts (Except as otherwise indicated) |
|---|---|---|---|---|---|---|---|---|
| Amount | Action taken | |||||||
| Cosmo Electronics (HK) Company Limited |
PT Cosmo Technology | Group | 239,510 $ |
80.33% | - $ |
- $ |
- $ |
Table 4
Table 5
Expressed in thousands of NTD
COSMO ELECTRONICS CORPORATION
Significant inter-company transactions during the reporting periods
For the three-month period ended March 31, 2022
(Except as otherwise indicated)
Transaction
| Transaction | ||||||
|---|---|---|---|---|---|---|
| Number (Note 1) |
Companyname | Counterparty | Relationship (Note 2) |
General ledger account | Amount | Percentage of consolidated total operating revenues Transaction terms or total assets |
| 0 0 1 2 2 3 3 4 4 5 6 |
Cosmo Electronics Corporation Cosmo Electronics Corporation Cosmo Electronics Technology (KunShan) Co., Ltd. PT Cosmo Technology PT Cosmo Technology Cosmo Electronics (HK) Company Limited Cosmo Electronics (HK) Company Limited Dong Guan Guan Zhen Xing Trading Limited Dong Guan Guan Zhen Xing Trading Limited PT Cjambe Indah Guizhou Guanwang International Digicrown Electronic Technology Co., Ltd. |
Dongguan Guanwang Electronic Technology Co., Ltd. Dongguan Guanwang Electronic Technology Co., Ltd. Cosmo Electronics Corporation Real Bonus Limited Cosmo Lighting Inc. PT Cosmo Technology PT Cosmo Technology Cosmo Electronics (HK) Company Limited Cosmo Electronics (HK) Company Limited PT Cosmo Technology Dongguan Guanwang Electronic Technology Co., Ltd. |
(1) (1) (2) (3) (3) (3) (3) (3) (3) (3) (3) |
Sales Accounts receivable Process revenue Sales Sales Accounts receivable Sales Accounts receivable Sales Other unearned revenue Accounts receivable |
32,664 $ 72,052 25,158 3,345 5,193 239,510 143,445 88,310 113,616 75,600 69,278 |
- 15.69% Irregularly payment 1.73% According to the terms agreed by both parties 12.08% - 1.61% - 2.49% Irregularly payment 5.74% - 68.90% Irregularly payment 2.12% - 54.58% - 1.81% Irregularly payment 1.66% |
- Note 1: The numbers filled in for the transaction company in respect of inter-company transactions are as follows: (1) Parent company is ‘0’.
(2) The subsidiaries are numbered in order starting from ‘1’.
Note 2: Relationship between transaction company and counterparty is classified into the following three categories:
- (1) Parent company to subsidiary.
(2) Subsidiary to parent company.
- (3) Subsidiary to subsidiary.
Table 5
Table 6
COSMO ELECTRONICS CORPORATION
The related information on investees are as follows (not including investees in Mainland China)
For the three-month period ended March 31, 2022
Expressed in thousands of NTD
(Except as otherwise indicated)
| Investor | Investee | Location | Mainbusiness activities | Initial investment amount | Initial investment amount | Sharesheld | as atMarch31,2022 | as atMarch31,2022 | Net profit (loss) of the investee for the three-month period endedMarch31,2022 |
Investment income (loss) recognised by the Company for the three-month period endedMarch31,2022 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at March31,2022 |
Balance as at December31,2021 Numberofshares |
Ownership (%) Bookvalue |
|||||||||
| Cosmo Electronics Corporation Cosmo Electronics Corporation Cosmo Electronics Corporation Cosmo Electronics Corporation Cosmo Electronics Corporation Cosmo Electronics Corporation Cosmo Electronics Samoa Cosmo Electronics (HK) Company Limited Cosmo Electronics (HK) Company Limited Grand Concept Group Limited Grand Concept Group Limited Grandway International Limited Grandway International Limited True Glory Investments Limited True Glory Investments Limited |
Cosmo Electronics Samoa Cosmo Electronics (HK) Company Limited Grand Concept Group Limited Grandway International Limited PT Cosmo Technology Cosmo Green Power Limited Cosmo Electronics Technology Co., Ltd. Cosmo Lighting Inc. Cosmo Recycling Inc. True Glory Investments Limited Real Bonus Limited Truly Top Investments Limited Renown Boom Limited PT Cosmo Technology PT Cosmo Green Technology |
Samoa Islands Hong Kong Samoa Islands Samoa Islands Indonesia Vietnam Mauritius Islands U.S.A U.S.A Samoa Islands Samoa Islands Samoa Islands Samoa Islands Indonesia Indonesia |
Investment activities Trading of electronic products Investment activities Investment activities Manufacturing and selling of LED lighting Manufacturing and selling of material of biomass energy Investment activities Selling of LED lighting Recycling and selling of waste Investment activities and processing and trading of PCBs Selling of LED lighting Investment activities Investment activities and processing and selling of routers Manufacturing and selling of LED lighting Manufacturing and selling of material of |
193,912 $ 269,412 240,734 941,532 87,075 31,760 193,912 49,046 24,270 240,734 - 538,516 402,983 87,514 44,603 |
193,912 $ 269,412 240,734 941,532 87,075 31,760 193,912 49,046 24,270 240,734 - 538,516 402,983 87,514 44,603 |
5,500,038 $ 63,180,000 7,950,000 30,080,000 3,000,000 - 5,500,038 1,620,000 800,000 7,950,000 - 16,850,000 13,230,000 2,750,000 15,000 |
100% 100% 100% 100% 14% 100% 100% 100% 100% 100% 100% 100% 100% 13% 50% |
207,531 $ 140,745 1,031,349 891,928 95,604 9,441 207,531 38,229 167 989,538 41,684 533,614 358,314 87,637 44,441 |
3,577 $ 700) ( 10,595) ( 6,351) ( 13,984) ( - 3,577 1,406) ( 123) ( 3,513) ( 7,082) ( 9,195) ( 2,844 13,984) ( 1,956 |
3,577 $ 700) ( 10,595) ( 6,351) ( 1,988) ( - 3,577 1,406) ( 123) ( 3,513) ( 7,082) ( 9,195) ( 2,844 1,823) ( 978 |
Note 1 Note 2 Note 2 Note 1 Note 1 |
Table 6-1
Table 6
COSMO ELECTRONICS CORPORATION
The related information on investees are as follows (not including investees in Mainland China)
For the three-month period ended March 31, 2022
| Investor Table 6 |
Investee | Location | Mainbusiness activities | Initial investment amount | Sharesheld | as atMarch31,2022 | Net profit (loss) of the investee for the three-month period endedMarch31,2022 |
Investment income (loss) recognised by the Company for the three-month period endedMarch31,2022 Footnote (Except as otherwise indicated) Expressed in thousands of NTD |
|||
| Balance as at March31,2022 |
Balance as at December31,2021 Numberofshares |
Ownership (%) Bookvalue |
|||||||||
| True Glory Investments Limited Truly Top Investments Limited Truly Top Investments Limited Renown Boom Limited |
PT Cijambe Indah PT Cosmo Technology PT Cosmo Green Technology PT Cijambe Indah |
Indonesia Indonesia Indonesia Indonesia |
Land development Manufacturing and selling of LED lighting Manufacturing and selling of material of Land development |
240,875 $ 493,651 44,865 266,944 |
240,875 $ 493,651 44,865 266,944 |
48,834 $ 15,350,000 15,000 6,579 |
88% 73% 50% 12% |
777,488 $ 489,172 44,441 104,744 |
2,784) ($ 13,984) ( 1,956 2,784) ( |
2,453) ($ 10,173) ( 978 331) ( |
Note 1 Note 1 Note 1 Note 1 |
Note 1: The difference between the profit and loss of the investee company and the investment income and loss recognized by the Company is the investment income and loss recognized according to the ownership ratio of the current period. Note 2: It is limited company.
Note 3: The relevant information of the invested companies in mainland China is provided in Table 7.
Table 6-2
COSMO ELECTRONICS CORPORATION
Information on investments in Mainland China For the three-month period ended March 31, 2022
| Investee in Mainland China Table 7 |
Main business activities | Paid-in capital | Investment method (Note 1) |
Accumulated amount of remittance from Taiwan to Mainland China as of January 1, 2022 |
Amount remit March three-month to Mainland remitted back |
ted from Taiwan 31,2022 period ended China/Amount to Taiwan for the |
Accumulated amount of remittance from Taiwan to Mainland China as of March 31, 2022 |
Net income of investee as of December 31, 2022 |
Ownership held by the Company (direct or indirect) |
Investment income (loss) recognised by the Company for the three-month period ended March 31, 2022 (Note 2) |
Accumulated Book value of amount of investments in investment income Mainland China as remitted back to of March 31, Taiwan as of 2022 March 31, 2022 Footnote Expressed in thousands of NTD (Except as otherwise indicated) |
Accumulated Book value of amount of investments in investment income Mainland China as remitted back to of March 31, Taiwan as of 2022 March 31, 2022 Footnote Expressed in thousands of NTD (Except as otherwise indicated) |
Accumulated Book value of amount of investments in investment income Mainland China as remitted back to of March 31, Taiwan as of 2022 March 31, 2022 Footnote Expressed in thousands of NTD (Except as otherwise indicated) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remitted to MainlandChina |
Remitted back to Taiwan |
||||||||||||
| Cosmo Electronics Technology (KunShan) Co., Ltd. Dong Guan Guan Zhen Xing Trading Limited Shaoguan Woncrown Electronics Technology Co.,Ltd. Guizhou Guanwang International Digicrown Electronic Technology Co., Ltd. Dongguan Guanwang Electronic Technology Co., Ltd. Companyname |
Manufacturing and selling of new electronic parts Manufacturing and selling of material of biomass energy Developing, manufacturing and selling of electronic products Developing, manufacturing and selling of electronic products Developing, manufacturing and selling of electronic products Accumulated amount from Taiwan to Mainla March31,2 |
193,912 $ 187,563 90,751 158,446 26,958 of remittance nd China as of 022 |
(1) 193,912 $ (2) 85,367 (2) - (2) - (2) - by the Investment Commission of the Ministry of Economic Affairs(MOEA)(Note3) Investment amount approved |
- $ - - - - Ceiling on invest China imposed Commission o |
- $ - - - - ments in Mainland by the Investment f MOEA(Note 4) |
193,912 $ 85,367 - - - |
3,577 $ 3,173 15 1,553) ( 3,718) ( |
100% 100% 100% 100% 100% |
3,577 $ 3,173 15 1,553) ( 3,718) ( |
207,514 $ 233,036 46,559 139,206 59,795) ( |
- $ - - - - |
||
| Cosmo Electronics Corporation |
$ | 279,279 |
$ 472,395 | $ | 1,036,287 |
Note 1: Investment methods are classified into the following two categories:
(1)Through investing and establishment in Cosmo Electronics Co., Ltd.(Samoa) and Cosmo Electronics Technology Co., Ltd.(Mauritius) in the third area, which then invested in the investee in Mainland China.
(2)Through investing in an existing company, Renown Boom Limited, in the third area, which then invested in the investee in Mainland China.
Note 2: The company recognised investment income / loss based on the audited financial statements. Note 3: Investment amount approved by the Investment Commission of the Ministry of Economic Affairs was US$16,500 thousand. Note 4: It was calculated by the limit of the combined net asstes in accordance with Order No. MOEA-09704604680.
Note 5: Relevant figures in this table should be expressed in thousands of NTD.
Table 7
Table 8
COSMO ELECTRONICS CORPORATION
Major shareholders information
For the three-month period ended March 31, 2022
| Name of major shareholders | Shares | Shares |
|---|---|---|
| No. of shares held | Ownership (%) | |
| Digicrown Technologies Ltd. Wei Jia Investment Co., Ltd. Da Liang Investment Ltd. Hung Yi Investment Ltd. Tsan Hua Investment Co., Ltd. Kuan Che Investment Ltd. Tai Sung Investment Co., Ltd. Kuan Chia Investment Ltd. Flyachieve Limited. |
15,002,531 13,837,943 13,600,400 13,204,532 12,506,249 12,194,722 11,688,124 11,580,937 10,580,537 |
9.28% 8.56% 8.41% 8.16% 7.73% 7.54% 7.23% 7.16% 6.54% |
Table 8