晶元光電 2012/05/08
The impact of first time adoption of International Financial Reporting Standards (IFRSs) to the opening balance sheet at January 1, 2012
1.Date of occurrence of the event:2012/05/08
2.Company name:Epistar Corporation
3.Relationship to the Company (please enter ”head office” or
”affiliate company”):head office
4.Reciprocal shareholding ratios:N/A
5.Cause of occurrence:
In response to Financial Supervisory Commission, Executive Yuan, R.O.C.
(FSC), Announcement No. 0990036471 issued on December 3, 2010
6.Countermeasures:
(1) Date of the board of directors resolution:2012/05/08
(2) The reporting period of IFRSs: 2012/01/01
(3) The key activity and implementation progress of adopting IFRSs: Except
the key activities and progress stated below are performed on target in
accordance with IFRSs adoption project, the others are all completed:
A. Preparation of IFRSs comparative financial information for 2012:
in progress.
B. Completion of relevant internal control (including financial reporting
process and relevant information system) adjustments: in progress.
(4) The major differences identified by the Company between accounting
policies under R.O.C. SFAS and the IFRSs published by Accounting Research
and Development Foundation (ARDF) are summarized as below:
A. In accordance with the amended “Rules Governing the Preparation of
Financial Statements by Securities Issuers”, dated July 7, 2011, unlisted
stocks and emerging stocks held by the Company should be measured at cost
and recognized in “Financial assets carried at cost”. However, in
accordance with IAS 39, “Financial Instruments: Recognition and
Measurement”, investments in equity instruments without an active market
but with reliable fair value measurement should be measured at fair value.
Therefore, the Company designated “Financial assets carried at cost” to
“Available-for -sale financial assets” and decreased other comprehensive
income of NT$80,743 thousand and increased deferred income tax
assets-non-current of NT$8,202 thousand for the difference between fair
value and book value at the date of transition to IFRSs.
B. Financial instruments: convertible bonds
(i)It was specified that the conversion price of the overseas convertible
bonds issued by the Company is denominated in New Taiwan dollars (NTD), and
upon conversion of the bonds, their amounts shall be translated into NTD at
a fixed exchange rate of foreign currency to NTD. In accordance with current
accounting standards in R.O.C., conversion options embedded in the bonds that
meet the criterion of exchange of a fixed number of the bonds for a fixed
number of common shares are classified as equity. However, in accordance
with IAS 32, “Financial Instruments: Presentation”, the conversion options
embedded in the overseas convertible bonds issued by the Company that do not
meet the definition of equity instruments shall be classified as liabilities.
(ii)According to the practices in R.O.C., the price resetting options, call
options and put options embedded in convertible bonds issued by the Company
before 2009, with conversion price adjusted based on market price, are
recognized as financial liabilities; the bonds are recognized as bonds
payable (including relevant discount and premium); conversion options
without price resetting provisions are recognized as equity; the reduction
in fair value caused by the resetting of conversion price shall be
reclassified as shareholders’ equity. However, in accordance with IAS 32,
“Financial Instruments: Presentation”, conversion options embedded
in convertible bonds, with conversion price adjusted based on market price,
which do not meet the definition of equity instruments shall be recognized
as liabilities. According to the differences stated above, the Company
increased financial liabilities designated at fair value through profit or
loss-current of NT$80,281 thousand and retained earnings of NT$1,210,539
thousand, decreased capital reserve of NT$1,257,767 thousand and bonds
payable of NT$159,914 thousand, increased deferred income tax
liabilities-non-current of NT$143,497 and deferred income tax
assets-non-current of NT$16,635 thousand at the date of transition to IFRSs.
C. In accordance with current accounting standards in R.O.C., if an investee
company issues new shares and original shareholders do not purchase or
acquire new shares proportionately, but the investor company does not lose
its significant influence over the investee company, the investment
percentage, and therefore the equity in net assets for the investment that
an investor company has invested, will be changed. Such difference shall be
used to adjust the “Additional paid-in capital” and the “Long-term equity
investments” accounts. However, in accordance with IAS 28, “Investments
in Associates”, increase in investment percentage is accounted for as an
acquisition of investment; while, the decrease in investment percentage is
accounted for as a disposal of investment and any related disposal gain or
loss is recognized. Therefore, the Company decreased capital reserve of
NT$57,550 thousand, and increased undistributed earnings of NT$57,550
thousand at the date of transition to IFRSs.
D. Pension
(a)The discount rate used to calculate pensions shall be determined with
reference to the factors specified in R.O.C. SFAS 18, paragraph 23.
However, IAS 19, “Employee Benefits”, requires an entity to determine
the rate used to discount employee benefits with reference to market yields
on high quality corporate bonds that match the currency at the end day of
the reporting period and duration of its pension plan; when there is no deep
market in corporate bonds, an entity is required to use market yields on
government bonds (at the end day of the reporting period) instead.
(b)In accordance with current accounting standards in R.O.C., the
unrecognized transitional net benefit obligation should be amortized on a
straight-line basis over 15 to 24 years. However, in accordance with IAS 19,
“Employee Benefits”, the unrecognized transitional net benefit obligation
should not be recognized because the Company applied first-time adoption
of IFRSs.
(c)In accordance with current accounting standards in R.O.C., the excess
of the accumulated benefit obligation over the fair value of the pension
plan (fund) assets at the balance sheet date is the minimum amount of
pension liability that is required to be recognized on the balance sheet
(“minimum pension liability”). However, IAS 19, “Employee Benefits”,
has no regulation regarding the minimum pension liability.
(d)The Company recognized the all cumulative actuarial gains and losses
related to employee benefits directly to retained earnings at transition
date.
According to the differences stated above, the Company increased accrued
pension liabilities of NT$78,139 thousand, decreased deferred pension costs
of NT$79 thousand and unrecognized pension cost of NT$25,047, decreased
retained earnings of NT$85,710 thousand, and increased deferred income tax
assets-non-current of NT$17,555 at the date of transition to IFRSs.
E.Leases
In accordance with current accounting standards in R.O.C., when the legal
form of outsourcing processing machines contracts signed by the Company
does not belong to a lease, the Company does not need to determine whether
it is a lease. However, in accordance with IFRIC 4, “Determining Whether
an Arrangement Contains a Lease”, the Company has assessed outsourcing
processing machines contracts and determined that fulfillment of its
arrangement depends on the use of the underlying asset and the arrangement
conveys a right to control the use of the underlying asset to the Company.
Accordingly, outsourcing processing machines contracts should be accounted
for in accordance with IAS 17, “Leases”. Therefore, the Company increased
accounts receivable-current of NT$23,941 thousand and accounts
receivable-non-current of NT$53,003 thousand, and decreased property, plant
and equipment, net of NT$76,944 thousand at the date of transition to IFRSs.
F.Pursuant to current accounting standards in R.O.C., the determination of
a foreign operation’s functional currency is based on the comprehensive
judgment on various indicators, without priority to any consideration.
However, in accordance with IAS 21, “The Effects of Changes in Foreign
Exchange Rates”, certain foreign operations of the Company have the same
functional currency as the Company. Therefore, the Company increased
cumulative translation adjustments of NT$176,622 thousand, deferred income
tax liabilities-non-current of NT$37,931 thousand, and available-for-sale
financial assets-non-current of NT$2,165 thousand, decreased prepayments
for equipment of NT$7,562 thousand and intangible assets of NT$1,186
thousand, and decreased retained earnings of NT$194,459 thousand and
increased related deferred income tax assets-non-current of NT$37,675
thousand at the date of transition to IFRSs.
G.The Company and its subsidiaries shall recognize the differences of the
associates which the Company and its subsidiaries invested in due to
first-time adoption over its ownership. Therefore, the Company decreased
long-term equity investments accounted for under equity method of NT$22,681
thousand, capital reserve of NT$14,910 thousand, the proportionate interest
in the associates under equity method of NT$5,330 and retained earnings of
NT$2,210 thousand, and increased deferred income tax assets-non-current
of NT$1,270 thousand at the date of transition to IFRSs.
H. In accordance with current accounting standards in R.O.C., the land use
rights are presented in “Intangible assets”. However, in accordance with
IAS 17, “Leases”, the long term operation lease shall be presented in
“Long-term prepayment for rental”. Therefore, the Company reclassified
other intangible assets of NT$295,789 thousand to long-term prepayment for
rental to at the date of transition to IFRSs.
I. In accordance with current accounting standards in R.O.C., a deferred tax
asset or liability should, according to the classification of its related
asset or liability, be classified as current or noncurrent. However, a
deferred tax asset or liability that is not related to an asset or liability
for financial reporting should be classified as current or noncurrent
according to the expected period to realize or settle a deferred tax asset
or liability. However, under IAS 1, “Presentation of Financial Statements”
, an entity should not classify a deferred tax asset or liability as
current. Therefore, the Group reclassified deferred income tax assets –
current of NT$508,111 thousand to deferred income tax assets – non-current
at the date of transition to IFRSs.
J. The Company’s prepayments for the acquisition of property, plant and
equipment classified in “property, plant and equipment” in accordance with
the “Rules Governing the Preparation of Financial Statements by Securities
Issuers”. However, under IFRSs, it should be classified as other assets.
Therefore, the Company reclassified property, plant and equipment, net of
NT$521,148 thousand to prepayment for equipments at the date of transition
to IFRSs.
(5) Preliminary impacts of IFRSs adoption on key items of financial
statements: see the descriptions in (4).
(6) The evaluation method and the content of CPA review opinion:
A. The evaluation method: For employee pension liability, it is according
to the actuarial report. For the conversion right of convertible bonds
payable, it is according to fair value model. The other accounts are
evaluated by the Company.
B. CPA review opinion: The Company has consulted WEN, FANG-YU CPA of
PricewaterhouseCoopers, Taiwan to issue a review opinion, the quoted wording
from the CPA review opinion is:We have reviewed such impact amount
prepared by the Consolidated Companies in accordance with the Order
0990036471 announced by Taiwan Stock Exchange dated December 3, 2010.
Based on our review, we are not aware of any material modifications that
should be made to such impact amount.
(7) Statement related to the potential adjustments to financial information
if information is based on evaluation of information or test data:
Such impact amount was prepared in accordance with the accounting polices
currently adopted by the Consolidated Companies based on the “Guidelines
Governing the Preparation of Financial Reports by Securities Issuers”
announced by Financial Supervisory Commission (the “FSC”) under the
Executive Yuan dated December 22, 2011, International Financial Reporting
Standards (IFRS), International Accounting Standards (IAS), Interpretations
developed by the International Financial Reporting Interpretations Committee
(IFRIC) or the former Standing Interpretations Committee (SIC), and the
transitional requirements and exemptions based on IFRS 1 “First-time
Adoption of International Financial Reporting Standards”. Such impact
amount might be changed subject to changes of economic conditions and events.
7.Any other matters that need to be specified:None