Gorilla Technology Group Inc 6-K, filed Oct 1, 2024
Gorilla Technology Group Inc. (GRRR)
About this 6-K
Gorilla Technology Group Inc filed this 6-K on October 1, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September
Commission File Number:
(Translation of registrant’s name into English)
Meridien House
42 Upper Berkeley Street
Marble Arch
London, United Kingdom W1H 5QJ
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Explanatory Note
On September 30, 2024, Gorilla Technology Group Inc., a Cayman Islands exempted company (the “Company”), released unaudited consolidated financial statements of the Company for the six-month periods ended June 30, 2024, and 2023, which are filed as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K and are incorporated by reference herein. The ninth paragraph included in the “Explanatory Note” section of the Company’s Report of Foreign Private Issuer on Form 6-K filed on June 7, 2024 is incorporated by reference herein.
1
INCORPORATION BY REFERENCE
This Report of Foreign Private Issuer on Form 6-K is hereby incorporated by reference into the Company’s Registration Statements on Form F-3 (File Nos. 333-274053, 333-267838 and 333-276708) and on Form S-8 (File No. 333-275749) (including any prospectuses forming a part of such registration statements) and shall be a part thereof from the date on which this Report of Foreign Private Issuer on Form 6-K is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Gorilla Technology Group Inc. | ||
| Date: September 30, 2024 | By: | /s/ Jayesh Chandan |
| Name: | Jayesh Chandan | |
| Title: |
Chief Executive Officer (Principal Executive Officer) | |
3
Exhibit Index
| Exhibit | Description | |
| 99.1 | Unaudited consolidated financial statements of the Company for the six-month periods ended June 30, 2024 and 2023. | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Link base Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Link base Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Link base Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Link base Document. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
4
Exhibit 99.1
GORILLA TECHNOLOGY GROUP INC. AND
SUBSIDIARIES
UNAUDITED CONDENSED INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS PERIODS
ENDED JUNE 30, 2024 AND 2023
~1~
GORILLA TECHNOLOGY GROUP INC. AND SUBSIDIARIES
UNAUDITED CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS
June 30, 2024 AND 2023
(Expressed in United States dollars)
| Items | Notes | June 30, 2024 | December 31, 2023 | |||||||||
| Assets | ||||||||||||
| Current assets | ||||||||||||
| Cash and cash equivalents | 5 | $ | $ | |||||||||
| Financial assets at fair value through profit or loss - current | 6 | |||||||||||
| Financial assets at amortized cost - current | 7 and 30 | |||||||||||
| Contract assets | 20 | |||||||||||
| Accounts receivable | 8 and 33 | |||||||||||
| Inventories | ||||||||||||
| Prepayments - current | ||||||||||||
| Other receivables | 33 | |||||||||||
| Other current assets | ||||||||||||
| Total current assets | ||||||||||||
| Non-current assets | ||||||||||||
| Financial assets at amortized cost - non-current | 7 and 30 | |||||||||||
| Property, plant and equipment | 9 and 30 | |||||||||||
| Right-of-use assets | ||||||||||||
| Intangible assets | 10 | |||||||||||
| Deferred income tax assets | ||||||||||||
| Prepayments - non-current | ||||||||||||
| Other non-current assets | 11 | |||||||||||
| Total non-current assets | ||||||||||||
| Total assets | $ | $ | ||||||||||
(Continued)
The accompanying notes are an integral part of these financial statements.
~2~
GORILLA TECHNOLOGY GROUP INC. AND SUBSIDIARIES
UNAUDITED CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS
June 30, 2024 AND 2023
(Expressed in United States dollars)
| Items | Notes | June 30, 2024 | December 31, 2023 | |||||||||
| Liabilities and Equity | ||||||||||||
| Liabilities | ||||||||||||
| Current liabilities | ||||||||||||
| Short-term borrowings | 12 and 33 | $ | $ | |||||||||
| Contract liabilities | 26 | |||||||||||
| Notes payable | ||||||||||||
| Accounts payable | ||||||||||||
| Other payables | 13 | |||||||||||
| Provisions - current | ||||||||||||
| Lease liabilities - current | ||||||||||||
| Current income tax liabilities | ||||||||||||
| Warrant liabilities | 16 | |||||||||||
| Convertible preference shares liabilities | 17 | |||||||||||
| Long-term borrowings, current portion | 14 and 33 | |||||||||||
| Other current liabilities, others | ||||||||||||
| Total current liabilities | ||||||||||||
| Non-current liabilities | ||||||||||||
| Long-term borrowings | 14 and 33 | |||||||||||
| Provisions - non-current | ||||||||||||
| Deferred income tax liabilities | ||||||||||||
| Lease liabilities - non-current | ||||||||||||
| Guarantee Deposits Received | ||||||||||||
| Total non-current liabilities | ||||||||||||
| Total liabilities | ||||||||||||
| Equity | ||||||||||||
| Equity attributable to owners of parent | ||||||||||||
| Share capital | 18 | |||||||||||
| Ordinary share | ||||||||||||
| Capital surplus | ||||||||||||
| Capital surplus | ||||||||||||
| Retained earnings | 19 | |||||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||||||
| Other equity interest | ||||||||||||
| Financial statements translation differences of foreign operations | ( | ) | ||||||||||
| Treasury shares | 18 and 29 | ( | ) | ( | ) | |||||||
| Equity attributable to owners of the parent | ||||||||||||
| Total equity | ||||||||||||
| Significant contingent liabilities and unrecognized contract commitments | 31 | |||||||||||
| Total liabilities and equity | $ | $ | ||||||||||
The accompanying notes are an integral part of these financial statements.
~3~
GORILLA TECHNOLOGY GROUP INC. AND SUBSIDIARIES
UNAUDITED CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
June 30, 2024 AND 2023
(Expressed in United States dollars)
| Six Months Ended June 30, 2024 | ||||||||||||
| Items | Notes | 2024 (Unaudited) | 2023 (Unaudited) | |||||||||
| Revenue | 20 | $ | $ | |||||||||
| Cost of revenue | 23 and 24 | ( | ) | ( | ) | |||||||
| Gross profit | ||||||||||||
| Operating expenses | 23, 24 and 29 | |||||||||||
| Selling and marketing expenses | ( | ) | ( | ) | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ||||||||
| Research and development expenses | ( | ) | ( | ) | ||||||||
| Expected credit losses | ( | ) | ||||||||||
| Other income | ||||||||||||
| Other gains (losses) – net | 21 | ( | ) | |||||||||
| Total operating expenses | ( | ) | ( | ) | ||||||||
| Operating income (loss) | ( | ) | ||||||||||
| Non-operating income and expenses | ||||||||||||
| Interest income | ||||||||||||
| Finance costs | 22 and 29 | ( | ) | ( | ) | |||||||
| Total non-operating income and expenses | ( | ) | ||||||||||
| Profit (loss) before income tax | ( | ) | ||||||||||
| Income tax expense | 25 | ( | ) | ( | ) | |||||||
| Profit (loss) for the period | ( | ) | ||||||||||
| Other comprehensive loss | ||||||||||||
| Components of other comprehensive loss that may not be reclassified to profit or loss | ||||||||||||
| Remeasurement of defined benefit plans | ||||||||||||
| Components of other comprehensive loss that may be reclassified to profit or loss | ||||||||||||
| Exchange differences on translation of foreign operations | ( | ) | ( | ) | ||||||||
| Other comprehensive loss for the period, net of tax | ( | ) | ( | ) | ||||||||
| Total comprehensive loss for the period | $ | ( | ) | $ | ( | ) | ||||||
| Earning (loss) per share | ||||||||||||
| Basic earning (loss) per share | 26 | $ | $ | ( | ) | |||||||
| Diluted earning (loss) per share | 26 | $ | $ | ( | ) | |||||||
| * | Shares outstanding as of June 30, 2024 have been restated for the 10-to-1 reverse stock split effective April 15, 2024 |
The accompanying notes are an integral part of these financial statements.
~4~
GORILLA TECHNOLOGY GROUP INC. AND SUBSIDIARIES
UNAUDITED CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
June 30, 2024 AND 2023
(Expressed in United States dollars)
| Equity attributable to owners of the parent | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Share Capital | Capital Surplus | |||||||||||||||||||||||||||||||||||||||||||||||||
| Notes | Share
capital - ordinary share | Share
capital - preference share | Advance receipts for share capital | Additional paid in capital in excess of par value of ordinary share | Additional paid in capital-treasury share transactions | Employee share options | Restricted share units | Additional paid in capital in excess of par value of preference share | Accumulated deficit | Financial statements translation differences of foreign operations | Treasury shares | Total | ||||||||||||||||||||||||||||||||||||||
| Year 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2023 | $ | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||
| Profit for the year | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total comprehensive income for the year | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Expiration of share options | ( | ) | - | |||||||||||||||||||||||||||||||||||||||||||||||
| Employee share option plans | 15 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based payment for professional services | 15 | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
| Exercise of convertible preference shares | 17 | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of restricted share units | 16 | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
| Exercise of warrants | 16 | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | $ | $ | $ | $ | - | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||||||
| Year 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at January 1, 2024 | $ | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||
| Profit for the period | ||||||||||||||||||||||||||||||||||||||||||||||||||
| other comprehensive loss | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Total comprehensive loss for the period | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Expiration of share options | - | |||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based payment for professional services | 15 | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
| Exercise of convertible preference shares | 17 | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of restricted share units | 15 | - | ( | ) | - | - | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Stock Split | - | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of ordinary shares | 16 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition of intangible asset through share-based payment | 15 | ( | ) | - | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
~5~
GORILLA TECHNOLOGY GROUP INC. AND SUBSIDIARIES
UNAUDITED CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
June 30, 2024 AND 2023
(Expressed in United States dollars)
| Six months ended June 30, 2024 | ||||||||||||
| Notes | 2024 | 2023 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||
| Profit (loss) before tax | $ | $ | ( |
) | ||||||||
| Adjustments | ||||||||||||
| Adjustments to reconcile profit (loss) | ||||||||||||
| Net currency exchange losses | ||||||||||||
| Expected credit losses | 33 | |||||||||||
| Depreciation expenses | 9 and 23 | |||||||||||
| Amortization expenses | 10 and 23 | |||||||||||
| (Gain) loss on disposal of property, plant and equipment | 21 | ( |
) | |||||||||
| Share-based payment expenses | 15 | |||||||||||
| Share option expenses | 15 | |||||||||||
| Interest expense | 22 | |||||||||||
| Interest income | ( |
) | ( |
) | ||||||||
| Gains on reversal of accounts and other payables | 21 | ( |
) | |||||||||
| Losses (gains) on financial assets and liabilities at fair value through profit or loss | 21 | ( |
) | |||||||||
| Changes in operating assets and liabilities | ||||||||||||
| Changes in operating assets | ||||||||||||
| Contract assets | ( |
) | ( |
) | ||||||||
| Accounts receivable | ||||||||||||
| Inventories | ||||||||||||
| Prepayments | ( |
) | ||||||||||
| Other receivables | ( |
) | ( |
) | ||||||||
| Other current assets | ( |
) | ||||||||||
| Other non-current assets | ( |
) | ||||||||||
| Changes in operating liabilities | ||||||||||||
| Contract liabilities | ( |
) | ||||||||||
| Notes payable | ( |
) | ||||||||||
| Accounts payable | ( |
) | ( |
) | ||||||||
| Other payables | ( |
) | ( |
) | ||||||||
| Provisions | ( |
) | ( |
) | ||||||||
| Other current liabilities | ( |
) | ||||||||||
| Other non-current liabilities | ||||||||||||
| Cash flows used in operations | ( |
) | ( |
) | ||||||||
| Interest received | ||||||||||||
| Interest paid | ( |
) | ( |
) | ||||||||
| Tax paid | ( |
) | ( |
) | ||||||||
| Net cash flows used in operating activities | ( |
) | ( |
) | ||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||||||
| Acquisition of property, plant and equipment | 27 | ( |
) | ( |
) | |||||||
| Proceeds from disposal of property, plant and equipment | ||||||||||||
| Acquisition of intangible assets | 27 | ( |
) | ( |
) | |||||||
| Investment in financial assets at amortized cost | ( |
) | ||||||||||
| Guarantee Deposits Received | ( |
) | ( |
) | ||||||||
| Net cash flows used in investing activities | ( |
) | ( |
) | ||||||||
(Continued)
The accompanying notes are an integral part of these financial statements.
~6~
GORILLA TECHNOLOGY GROUP INC. AND SUBSIDIARIES
UNAUDITED CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
June 30, 2024 AND 2023
(Expressed in United States dollars)
| Six months ended June 30, 2024 | ||||||||||||
| Notes | 2024 | 2023 | ||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||
| Proceeds from short-term borrowings | 12, 28 and 29 | |||||||||||
| Repayments of short-term borrowings | 28 | ( | ) | ( | ) | |||||||
| Repayments of long-term borrowings | 28 | ( | ) | ( | ) | |||||||
| Principal repayment of lease liabilities | 28 | ( | ) | ( | ) | |||||||
| Repayments of loan from shareholders | ( | ) | ||||||||||
| Exercise of public warrants | ||||||||||||
| Proceeds from Series B preferred shares and private warrants | 16 and 17 | |||||||||||
| Proceeds from issuance ordinary share | ||||||||||||
| Exercise of restricted share units | ( | ) | ||||||||||
| Net cash flows from financing activities | ||||||||||||
| Effect of foreign exchange rate changes | ( | ) | ||||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ||||||||||
| Cash and cash equivalents at beginning of period | 5 | |||||||||||
| Cash and cash equivalents at end of period | 5 | $ | $ | |||||||||
The accompanying notes are an integral part of these financial statements.
~7~
GORILLA TECHNOLOGY GROUP INC. AND SUBSIDIARIES
Note to the Consolidated Financial Statements
Six Months Periods Ended June 30, 2024 and 2023
Expressed in US dollars, except as otherwise indicated
1. Corporate and group information
Gorilla Technology Group Inc. (the “Company”) was incorporated in the Cayman Islands in May 2001. The Company and its subsidiaries (collectively referred herein as the “Group”) are primarily engaged in providing information, software and data processing services.
On July 14, 2022, with consummation of capital recapitalization as provided in Note 18, the Company’s shares and warrants commenced trading on The Nasdaq Capital Markets under the ticker symbols “GRRR” and “GRRRW”, respectively.
2. The authorization of the consolidated financial statements
The accompanying consolidated financial statements were authorized for issuance by the Audit Committee on September 30, 2024.
3. Application of new and revised International Financial Reporting Standards (“IFRS”), International Accounting Standards (“IAS”), International Financial Reporting Interpretations Committee (“IFRIC”) Interpretations and Standing Interpretations Committee (“SIC”) Interpretations issued by the International Accounting Standards Board (“IASB”), (collectively, “IFRSs”)
| a) |
| New Standards, Interpretations and Amendments | Effective date issued by IASB | |
The Group has adopted the above new standards, interpretations and amendments as of the effective date. Based on the Group’s assessment, the above standards and interpretations have no significant impact to the Group’s financial condition and financial performance.
~8~
| b) | New standards, interpretations and amendments in issue but not yet effective |
| New Standards, Interpretations and Amendments | Effective date issued by IASB | |
Based on the Group’s assessment, the above standards and interpretations have no significant impact to the Group’s financial condition and financial performance.
4. Summary of significant accounting policies
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
| a) | Statement of compliance |
The consolidated financial statements of the Group have been prepared in accordance with IFRSs that came into effective as issued by the IASB.
| b) | The capital reorganization |
With consummation of the business combination with Global SPAC Partners Co. (“Global”) on July 13, 2022 (the “Closing Date”) as provided in Note 18, this transaction is accounted for as a capital reorganization. The business combination, which is not within the scope of IFRS 3 as Global does not meet the definition of a business in accordance with IFRS 3, is accounted for within the scope of IFRS 2. As such, the business combination is treated as the equivalent of the Company issuing shares at the closing of the business combination for the net assets of Global as of the Closing Date, accompanied by a capital recapitalization. The net assets of Global are stated at historical cost, with no goodwill or other intangible assets recorded.
| c) | Basis of preparation |
| (a) | Except for the following items, the consolidated financial statements have been prepared under the historical cost convention: |
| i) | Defined benefit assets are recognized based on the net amount of pension fund assets less present value of defined benefit obligation. |
| ii) | Financial assets and liabilities at fair value through profit or loss. |
| (b) | The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 4 dd). |
| (c) | Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation. |
~9~
| d) | Basis of condensed consolidation |
| (a) | Basis for preparation of condensed consolidated financial statements: |
| i) | All subsidiaries are included in the Group’s condensed consolidated financial statements. Subsidiaries are all 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. |
| ii) | 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. |
| iii) | 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 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. |
~10~
| (b) |
| Ownership (%) | ||||||||||||||
| Name of investor | Name of subsidiary | Main business activities | June 30, 2024 | December 31, 2023 | Note | |||||||||
| The Company | Gorilla Science & Technology Holding, Inc. (Gorilla BVI) | % | % | |||||||||||
| The Company | ISSCore Technology, Inc. | % | % | |||||||||||
| The Company | Telmedia Technology Limited (Telmedia) | % | % | |||||||||||
| The Company | Gorilla SPAC Partners Co. (Global) | % | % | |||||||||||
| The Company | Gorilla Technology UK Limited (Gorilla UK) | % | % | |||||||||||
| The Company | Gorilla Technology Egypt (Gorilla Egypt) | % | % | Note 1 | ||||||||||
| The Company | Gorilla Distribution Egypt | % | % | Note 2 | ||||||||||
| Gorilla BVI | Gorilla Technology Inc. (Gorilla Taiwan) | % | % | |||||||||||
| Telmedia | NSGUARD Technology Inc. (NSGURAD) | % | % | |||||||||||
| Telmedia | Gorilla Technology Japan Inc. (Gorilla Japan) | % | % | |||||||||||
| Gorilla UK | Gorilla Technology (India) Private Limited (Gorilla India) | % | % | Note 3 | ||||||||||
| Gorilla UK | Gorilla Distribution Partners Limited (Gorilla Distribution) | % | % | Note 4 | ||||||||||
Note 1: Gorilla Egypt was established in March 2023
Note 2: Gorilla Distribution Egypt was established in November 2023.
Note 3: Gorilla India was established in August 2023.
Note 4: Gorilla Distribution was established in November 2023.
| (c) | Subsidiaries not included in the condensed 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. |
| d) | Foreign currency translation |
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The condensed consolidated financial statements are presented in United States dollars, which is the Company’s functional and the Group’s presentation currency.
| (a) | Foreign currency transactions and balances |
| i) | Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in profit or loss in the period in which they arise. |
~11~
| ii) | Monetary assets and liabilities denominated in foreign currencies at the period end are retranslated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognized in profit or loss. |
| iii) | Non-monetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions. All foreign exchange gains and losses are presented in the statement of comprehensive loss within ‘other gains (losses) – net’. |
| (b) | Translation of foreign operations |
| i) | The operating results and financial position of all the group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows: |
| ● | Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet; |
| ● | Income and expenses for each statement of comprehensive loss are translated at average exchange rates of that period; and |
| ● | All resulting exchange differences are recognized in other comprehensive income. |
| ii) | When the foreign operation partially disposed of or sold is a subsidiary, cumulative exchange differences that were recorded in other comprehensive income are proportionately transferred to the non-controlling interest in this foreign operation. In addition, even when the Group retains partial interest in the former foreign subsidiary after losing control of the former foreign subsidiary, such transactions should be accounted for as disposal of all interest in the foreign operation. |
| e) | Classification of current and non-current items |
| (a) | Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets: |
| i) | Assets arising from operating activities that are expected to be realized, or are intended to be sold or consumed within the normal operating cycle; |
| ii) | Assets held mainly for trading purposes; |
| iii) | Assets that are expected to be realized within twelve months from the balance sheet date; and |
| iv) | Cash and cash equivalents, excluding restricted cash and cash equivalents. |
~12~
| (b) | Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities: |
| i) | Liabilities that are expected to be paid off within the normal operating cycle; |
| ii) | Liabilities arising mainly from trading activities; |
| iii) | Liabilities that are to be paid off within twelve months from the balance sheet date; and |
| iv) | Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. |
| f) | Cash equivalents |
Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.
| g) | Financial assets at fair value through profit or loss |
| (a) | Financial assets at fair value through profit or loss are financial assets that are not measured at amortized cost or fair value through other comprehensive income. |
| (b) | On a regular way purchase or sale basis, financial assets at fair value through profit or loss are recognized and derecognized using trade date accounting. |
| (c) | At initial recognition, the Group measures the financial assets at fair value and recognizes the transaction costs in profit or loss. The Group subsequently measures the financial assets at fair value, and recognizes the gain or loss in profit or loss. |
| h) | Financial assets at amortized cost |
| (a) | The Group classifies its financial assets as at amortized cost only if both of the following criteria are met: |
| i) | the asset is held within a business model whose objective is to collect the contractual cash flows, and |
| ii) | the contractual terms give rise to cash flows that are solely payments of principal and interest. |
| (b) | On a regular way purchase or sale basis, financial assets at amortized cost are recognized and derecognized using trade date accounting. |
| (c) | At initial recognition, the Group measures the financial assets at fair value plus transaction costs. Interest income from these financial assets is included in finance income using the effective interest method. A gain or loss is recognized in profit or loss when the asset is derecognized or impaired. |
| (d) | The Group’s time deposits, which do not fall under cash equivalents are those with a short maturity period and are measured at initial investment amount as the effect of discounting is immaterial. |
~13~
| i) | Accounts receivable |
| (a) | Accounts receivable represent the Group’s contractual right to receive consideration in exchange for transferred goods or rendered services. |
| (b) | Non-interest bearing short-term accounts receivable are measured at the original invoice amount as the effect of discounting is immaterial. |
| j) | Impairment of financial assets |
For debt instruments measured at financial assets at amortized cost, at each reporting date, the Group recognizes the impairment provision for 12 months expected credit losses if there has not been a significant increase in credit risk since initial recognition or recognizes the impairment provision for the lifetime expected credit losses (ECLs) if such credit risk has increased since initial recognition after taking into consideration all reasonable and verifiable information that includes forecasts. On the other hand, for accounts receivable or contract assets that do not contain a significant financing component, the Group recognizes the impairment provision for lifetime ECLs.
| k) | Derecognition of financial assets |
| (a) | The Group derecognizes a financial asset when the contractual rights to receive the cash flows from the financial asset have expired. |
| (b) | The Group derecognizes a financial asset when the contractual rights to receive cash flows of the financial asset have been transferred and the Group has transferred substantially all risks and rewards of ownership of the financial asset. |
| l) | Operating leases (lessor) |
Lease income from an operating lease (net of any incentives given to the lessee) is recognized in profit or loss on a straight-line basis over the lease term.
| m) | Inventories |
Inventories are stated at the lower of cost and net realizable value. Cost is determined using the weighted-average method. The item by item approach is used in applying the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale.
| n) | Property, plant and equipment |
| (a) | Property, plant and equipment are initially recorded at cost. |
| (b) | Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred. |
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| (c) | Land is not depreciated. Property, plant and equipment apply cost model and are depreciated using the straight-line method over their estimated useful lives. Each part of an item of property, plant, and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately. |
| (d) | The assets’ residual values, useful lives and depreciation
methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets’ residual values
and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied
in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies,
Changes in Accounting Estimates and Errors’, from the date of the change. |
| Buildings and structures | ||
| Transportation equipment | ||
| Office equipment | ||
| Leasehold equipment | ||
| Other equipment (Note) |
Note: Other equipment primarily includes big data platform for image analytics, data storage equipment and server equipment.
| o) | Leasing arrangements (lessee)－right-of-use assets/ lease liabilities |
| (a) | Leases are recognized as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Group. For short-term leases or leases of low-value assets, lease payments are recognized as an expense on a straight-line basis over the lease term. |
| (b) | Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the interest rate implicit in the lease. If such rate cannot be readily determined, the incremental borrowing rate is employed. Lease payments are comprised of fixed payments, less any lease incentives receivable. |
The Group subsequently measures lease liabilities at amortized cost using the interest method and recognizes interest expense over the lease term. The lease liability is remeasured and the amount of remeasurement is recognized as an adjustment to the right-of-use asset when there are changes in the lease term or lease payments and such changes do not arise from contract modifications.
~15~
| (c) | At the commencement date, the right-of-use asset is stated at cost comprising the amount of the initial measurement of lease liability less any lease payments made at or before the commencement date, less any lease incentive received; and include any initial direct costs incurred by the Group and an estimate of cost to be incurred by the Group in dismantling and removing the underlying asset and restoration. The right-of-use asset is measured subsequently using the cost model and is depreciated from the commencement date to the earlier of the end of the asset’s useful life or the end of the lease term. When the lease liability is remeasured, the amount of remeasurement is recognized as an adjustment to the right-of-use asset. |
| (d) | For lease modifications that decrease the scope of the lease, the lessee shall decrease the carrying amount of the right-of-use asset and remeasure the lease liability to reflect the partial or full termination of the lease, and recognize the difference in profit or loss. |
| p) | Intangible assets |
| (a) | Computer software Computer software is stated at cost and
amortized on a straight-line basis over its estimated useful life of |
| (b) | Intellectual property rights Intellectual property rights
are stated at historical cost and are amortized on a straight-line basis over their estimated useful lives of |
| q) | Impairment of non-financial assets |
The Group assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at arm’s length, for similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a discounted cash flow (‘DCF’) model. The cash flows are derived from the budget for the next five years and do not include restructuring activities that the Group is not yet committed to or significant future investments that will enhance the asset’s performance of the cash generating unit being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes. When the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortized historical cost would have been if the impairment had not been recognized. There was no impairment of non-financial assets for the six months periods ended June 30, 2024 and 2023.
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| r) | Borrowings |
Borrowings comprise long-term and short-term bank borrowings and other short-term loans. Loans are recognized initially at fair value, net of transaction costs incurred. Loans are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in profit or loss over the period of the borrowings using the effective interest method.
| s) | Notes and accounts payable |
| (a) | Accounts payable are liabilities for purchases of goods or services and notes payable are those resulting from operating and non-operating activities. |
| (b) | Non-interest bearing short-term notes and accounts payable are measured at the original invoice amount as the effect of discounting is immaterial. |
| t) | Convertible preference share liabilities |
Convertible preference share liabilities issued by the Group contain conversion options (that is, the preference shareholders have the right to convert the preference shares into the Group’s common shares, but not by exchanging a fixed amount of cash for a fixed number of common shares), call options and put options. The Group classifies the preference share liabilities upon issuance as a financial asset or financial liability in accordance with the contract terms. They are accounted for as follows:
| (a) | The embedded call options and put options are recognized initially at net fair value as ‘financial assets or financial liabilities at fair value through profit or loss’. They are subsequently remeasured and stated at fair value on each balance sheet date; the gain or loss is recognized as ‘gain or loss on valuation of financial assets or financial liabilities at fair value through profit or loss’. |
| (b) | The host contracts of preference share liabilities are initially recognized at fair value. Any difference between the initial recognition and the redemption value is accounted for as the premium or discount on preference share liabilities and subsequently is amortized in profit or loss as and adjustment to ‘finance costs’ over the period of circulation using the effective interest method. |
| (c) | Any transaction costs directly attributable to the issuance are allocated to each liability component in proportion to the initial carrying amount of each abovementioned item. |
| (d) | When shareholders exercise conversion options, the liability component of the preference share liabilities shall be remeasured on the conversion date. The issuance cost of converted common shares is the total book value of the abovementioned liability component and ‘capital surplus’. |
| u) | Derecognition of financial liabilities |
A financial liability is derecognized when the obligation under the liability specified in the contract is discharged, cancelled or expired.
~17~
| v) | Provisions |
Provisions are recognized when the Company has a present legal or constructive obligation as a result of a past event. It is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the obligation amount. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows when the effect of the time value of money is material. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably
(a) Warranties
Assurance-type warranties are recognized when the Group has a present legal obligation as a result of past events, and it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be reliably estimated. Warranties are measured at the present value of the expenditure expected to be required to settle the obligation on the balance sheet date. The only post-sale obligation to customers is in respect of warranties that provide assurance that products will operate in accordance with agreed-upon specifications and function as intended. These warranty provisions are only invoked when a customer makes requests relating to flawed, malfunctional or defective products. Since customers do not have the option to purchase the warranty separately and the warranty does not offer any technical support or the right to receive unspecified updates, upgrades or enhancements, the warranty is not considered a separate performance obligation pursuant to IFRS 15. B28 through B33 and, accordingly, is accounted for as a liability in accordance with IAS 37.
| w) | Employee benefits |
| (a) | Short-term employee benefits |
Short-term employee benefits are recognized when the employee has rendered the service and are measured at undiscounted amount of benefits expected to be paid in exchange for that service.
| (b) | Pensions |
| i) | Defined contribution plans |
Under defined contribution plans, contributions are recognized as pension expenses when they are due on an accrual basis. Prepaid contributions are recognized as an asset to the extent of a cash refund or a reduction in the future payments.
| ii) | Defined benefit plans |
| ● | The defined benefit plans were terminated as of December 31, 2023. |
| ● | Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Group in current period or prior periods. The liability recognized in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The net defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest rates of government bonds (at the balance sheet date) of a currency and term consistent with the currency and term of the employment benefit obligations. |
| ● | Remeasurements arising on defined benefit plans are recognized in other comprehensive income in the period in which they arise and are recorded as retained earnings. |
| ● | Pension cost for the interim period is calculated on a year-to-date basis by using the pension cost rate derived from the actuarial valuation at the end of the prior financial year, adjusted for significant market fluctuations since that time and for significant curtailments, settlements, or other significant one-off events. Also, the related information is disclosed accordingly. |
~18~
| (c) | Employees’ compensation and directors’ remuneration |
Employees’ compensation and directors’ remuneration are recognized as expenses and liabilities, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates.
| x) | Share-based payment |
Under the equity-settled share-based payment arrangements, the employee services received are measured at the fair value of the equity instruments granted at the grant date, and are recognized as compensation cost or operating expenses over the vesting period, with a corresponding adjustment to equity. The fair value of the equity instruments granted shall reflect the impact of market vesting conditions and non-vesting conditions. Share-based payment is subject to adjustment based on the service conditions that are expected to be satisfied and the estimates of the number of equity instruments that are expected to vest under the non-market vesting conditions at each balance sheet date. Ultimately, the amount of compensation cost recognized is based on the number of equity instruments that eventually vest.
Having recognized the goods or services received and a corresponding increase in equity, the Company shall make no subsequent adjustment to total equity after vesting date. However, this requirement does not preclude the Company from recognizing a transfer within equity.
| y) | Income tax |
| (a) | The tax expense for the period comprises current and deferred tax. Tax is recognized in profit or loss. |
| (b) | The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. |
| (c) | Deferred tax is recognized, using the balance sheet liability method, on temporary differences between the tax bases of assets and liabilities and their carrying amounts in the consolidated balance sheet. Deferred tax is provided on temporary differences arising from investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not be reversed in the foreseeable future. Deferred tax assets and liabilities are measured based on the tax rates and laws that are expected to apply when the assets and liabilities will be realized or settled. |
~19~
| (d) | Deferred tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. At each balance sheet date, unrecognized and recognized deferred tax assets are reassessed. |
| (e) | Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognized amounts and an intention to settle on a net basis or realize the asset and settle the liability simultaneously. Deferred tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realize the asset and settle the liability simultaneously. |
| (f) | When the Company has a history of recent losses, the Company recognizes a deferred tax asset arising from unused tax losses only to the extent that the Company has sufficient taxable temporary differences or there is convincing other evidence that sufficient taxable profit will be available against which the unused tax losses can be utilized by the Company. |
| (g) | The interim period income tax expense is recognized based on the estimated average annual effective income tax rate expected for the full financial year applied to the pretax income of the interim period, and the related information is disclosed accordingly. |
| z) | Share capital |
| (a) | Ordinary shares are classified as equity. The classification of preference shares is determined according to the special rights attached to preference shares based on the substance of the contract and the definition of financial liabilities and equity instruments. Incremental costs directly attributable to the issue of new shares or share options are shown in equity as a deduction from the proceeds. |
| (b) | Where the Company repurchases the Company’s equity share capital that has been issued, the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company’s equity holders. Where such shares are subsequently reissued, the difference between their book value and any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company’s equity holders. |
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| aa) | Revenue recognition |
The Group generates revenue from offering hardware and software products as well as professional services to its customers. Sales of hardware consists of single performance obligation. Sales of software consists of both single or multiple performance obligations and transaction price of which is allocated to each performance obligation on a relative stand-alone selling price basis. Major types of sales of services offered are system integration service and maintenance service. The Group only offers one contract when a customer purchases more than one offering at or near the same time. Such contract including more than one offering is only made in relation to system integration service. For system integration service, services and goods promised in the contract are highly dependent on and highly interrelated with each other and is not separately identifiable from other promises in the contract. Therefore, all goods and services in the contract are exclusively accounted for as a single performance obligation. For maintenance service project, the inputs of labor hours and resources are expended evenly throughout the performance period. Therefore, the Group recognizes revenue on a straight-line basis.
| (a) | Sales of goods-hardware |
| i) | The Group’s sales of goods-hardware are primarily selling of externally purchased server, solid state drive, hard drives, and computer peripheral to the customer. Sales are recognized when control of the products has transferred, being when the products are delivered to the customer, the customer has full discretion over the channel and price to sell the products, and there is no unfulfilled obligation that could affect the customer’s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, or the Group has objective evidence that all criteria for acceptance have been satisfied. |
| ii) | Revenue is recognized based on the price specified in the contract, net of estimated business tax, sales return and discounts. Accumulated experience is used to estimate and provide for the discounts, using the expected value method, and revenue is only recognized to the extent that it is highly probable that a significant reversal will not occur. The estimation is subject to an assessment at each reporting date. |
| iii) | A receivable is recognized when the goods are delivered as the right to consideration is unconditional because only a passage of time is required before the payment of that consideration is due. |
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| (b) | Sales of goods-software |
| i) | The Group develops and sells video intelligence and security convergence products. Sales are from sell of software products such as system software, database and platform by providing a right of use to customers which can be accounted for as a single or multiple performance obligations, depending on whether or not the customer can benefit from the good on its own and the Group’s promise to transfer the goods to the customer is separately identifiable from other promises in the contract. The Group only offers one offering in sales of software contract and it may offer several software products within the same contract and each software product is distinct and independent from one another. Under such circumstance, a contract contains multiple performance obligations and revenue is recognized upon fulfilment of each performance obligation. |
| ii) | Transaction prices are determined at contract inception based on the price specified in the contract, net of estimated business tax, sales return and discounts. Accumulated experience is used to estimate and provide for the discounts, using the expected value method, and revenue is only recognized to the extent that it is highly probable that a significant reversal will not occur. The estimation is subject to an assessment at each reporting date. The Group allocates the transaction price to each performance obligation on a relative stand-alone selling price basis. The Group sells each of its software products separately so that the relative stand-alone selling price can be determined accordingly. Revenue is recognized as the control of each performance obligations is transferred at a point in time, being when the software installed to the customer. The customer can direct the use of, and obtain substantially all of the remaining benefits from, the software at the point in time at which the software is installed, and there is no unfulfilled obligation that could affect the customer’s acceptance of the products. |
| iii) | A receivable is recognized when the goods are delivered as the right to consideration is unconditional because only a passage of time is required before the payment of that consideration is due. |
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| (c) | Sales of services |
| i) | The Group provides information, software and data processing services. Main types of services offered are system integration service contract and maintenance service contract. System integration service includes information and communication systems, installation of software and hardware equipment as well as implementation and integration of various systems whereas maintenance service is to provide maintenance work for equipment at the performance location during the contractual period. The consideration promised in the most of service contracts with customer of the Group are generally at fixed amount, and the amounts of variable consideration in certain service contracts which also include fixed amount of consideration are insignificant. |
| ii) | For system integration service projects, the arrangements typically include sales of hardware, software, and services within the same contract. However, since the goods and services promised in the contract are significantly affected by one or more of the other goods or services in the contract to function as intended, they are highly dependent on and highly interrelated with each other and is not separately identifiable from other promises in the contract. Therefore, all of the arrangements in the contract are deemed a single performance obligation and allocation of transaction price is not required. Revenue is recognized based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided, because the customer receives and uses the benefits simultaneously. This is determined based on the proportion of hardware, software and labor services that have been performed as of the financial reporting date to the total labor services expected to be rendered. Costs that do not depict progress toward satisfaction of the performance obligation are included in contract costs but may not result in revenue being recognized, for example when such costs are attributable to significant unanticipated inefficiencies that were not included in the price of the contract or significant re-work. At times costs may be incurred that are not reflective of the Company’s progress towards satisfaction of the performance obligation which may result in revenue being recognized only to the extent of such costs without any profit, for example uninstalled materials that are (1) not distinct, (2) control is transferred to the customer significantly before integration of the goods into the project, (3) cost of the transferred goods are significant relative to the total estimated costs of satisfying the performance obligation, and (4) the Company is not significantly involved in designing or manufacturing the goods. For projects with revenue recognized under adjusted cost-to-cost method, the cost is adjusted periodically based on actual cost incurred. |
| iii) | For maintenance service project, the Group regularly assigns employees to perform inspection and maintenance work at each performing location and the inputs of labor hours and resources are expended evenly throughout the performance period. The Group recognizes revenue on a straight-line basis. |
| iv) | The customer pays at the time specified in the payment schedule. If the services rendered exceed the payment, a contract asset is recognized. If the payments exceed the services rendered, a contract liability is recognized. Contract asset is reclassified to accounts receivable when related invoices are issued. |
| v) | Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting increases or decreases in estimated revenues or costs are reflected in profit or loss in the period in which the circumstances that give rise to the revision become known by management. |
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| (d) | Sales arrangement with system integrators |
| i) | The Group has relied, in part, on a variety of partnerships with system integrators (“partners”) to allow the Group to provide data services as part of services provided by the partners, and they integrate the Group’s products and services with theirs’ and sell directly to their customers in their region of operation. |
| ii) | In such arrangement, the Group enters into sales agreement with the partners directly and is only responsible for delivering goods and services to the partners. Revenue is recognized when the Group fulfils its performance obligations as stated in the executed contracts with the partners in accordance with Group’s revenue recognition policy as stated in the preceding paragraphs. |
| (e) | Sales arrangement with sales representatives, resellers and distributors |
| i) | In geographic regions where the Group does not have an operating subsidiary, the Group provides its products and services solutions through a suite of non-exclusive agreements that appoint sales representatives, resellers and distributors to engage with end customers. Revenue recognition for each type of these arrangements is as follows: |
| ii) | Sales representatives are granted rights to use the Group’s products and services to market, promote and solicit orders of products on a non-transferable, non-sub-licensable and limited basis in designated regions. Sales representatives earn sales commission and contracts are not automatically renewed. In such arrangement, the Group enters into sales agreements with the customers directly. Goods and services are provided directly by the Group to the customers in accordance with the executed contracts. Revenue is recognized when the Group fulfils its performance obligations as stated in the executed contracts with customers in accordance with the Group’s revenue recognition policy as stated in the preceding paragraphs. |
| iii) | Resellers purchase the Group’s products and services for resale to end customers and provide maintenance services in their areas of operation. They are permitted to use the Group’s software for demonstration, training, and maintenance services. The contracts are automatically renewed unless prior notice is otherwise provided. In such arrangement, the Group enters into sales agreements with resellers directly and is only responsible for delivering its goods and services to resellers. Revenue is recognized when the Group fulfils its performance obligations as stated in the executed contracts with resellers in accordance with Group’s revenue recognition policy as stated in the preceding paragraphs. |
| iv) | Distributors purchase the Group’s products at a discount and are permitted to market, distribute, sell, bundle, promote and advertise the products directly to end customers in their region of operation. The contracts are automatically renewed unless prior notice otherwise is provided. In such arrangement, the Group enters into sales agreements with distributors directly and is only responsible for delivering its goods and services to distributors. Revenue is recognized when the Group fulfils its performance obligations as stated in the executed contracts with distributors in accordance with Group’s revenue recognition policy as stated in the preceding paragraphs. |
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| bb) | Operating segments |
Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the CODM. The Company’s CODM reviews financial information provided based on product lines and presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company currently has determined that it operates in three operating segments and has three reportable segments which are Video IoT, Security Convergence and other segment.
| cc) | Warrant liabilities |
Share purchase warrants issued by the Group are accounted for as derivative liabilities. The warrants are initially recognized at fair value, and in subsequent periods measured at fair value through profit or loss with any changes in fair value recognized in profit or loss until the warrants are exercised, redeemed, or expired.
| dd) | Critical accounting judgments, estimates and key sources of assumption uncertainty |
The preparation of these consolidated financial statements requires management to make critical judgements in applying the Group’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year; and the related information is addressed below:
| (a) | Critical judgements in applying the Group’s accounting policies |
None.
| (b) | Critical accounting estimates and assumptions |
Revenue recognition-sales of system integration services
The Group recognizes revenue from providing system integration services
based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided, because
the performance obligation meets the one or more criteria to be recognized over a period of time. This is determined based on the proportion
of hardware, software and labor services that have been performed as of the financial reporting date to the total labor services expected
to be rendered. For projects with revenue recognized under adjusted cost-to-cost method, the cost is adjusted periodically based on actual
cost incurred. Recognition of revenue and profit is dependent upon a number of factors, including the accuracy of a variety of estimates
made at the balance sheet date, such as engineering progress, material quantities, the achievement of milestones, labor productivity and
cost estimates. Any significant variances in estimations of the total costs will impact the measurement of progress which drives the revenue
recognition of contract works in an accounting period. Management continuously monitors factors that may affect the quality of its estimates
and conducts periodic review of the relevance of factors by reviewing the actual amounts incurred and comparing with previous estimated
amounts in order to mitigate the exposure to significant variances. For the
Convertible Preference Shares and Private Warrants
Fair value of convertible Preference Shares and Private Warrants without an active market or quoted prices are determined using valuation techniques such as market approach and income approach. The measurement of fair value may adopt observable information or models of similar financial instruments or use assumptions in an appropriate manner if the observable parameters are unavailable in the market. Observable information is the primary source of reference. When valuation models are used for the measurements, calibration are performed to ensure its accountability in reflecting real information and market price. In the fair value measurement, the Company used Black-Scholes Model to estimate the fair value of convertible Preference Shares and Private Warrants, applying several assumptions and inputs the Company deemed reasonable. Any changes in these judgements and estimates will impact the fair value measurement of these financial instruments. Please refer to Note 33 for the financial instruments fair value information.
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5. Cash and cash equivalents
| June 30, 2024 |
December 31, 2023 |
|||||||
| Cash on hand and petty cash | $ | $ | ||||||
| Checking accounts | ||||||||
| Demand deposits | ||||||||
| Time deposits | ||||||||
| Transferred to financial assets at amortized cost | ( |
) | ( |
) | ||||
| $ | $ | |||||||
| a) | The Group transacts with a variety of financial institutions all with high credit quality to dispose credit risk, so it expects that the probability of counterparty default is remote. |
| b) | As of June 30, 2024 and 2023, range of interest rate of time deposits was |
| c) | Details of time deposits pledged to others as collaterals are provided in Note 30. |
6. Financial assets at fair value through profit or loss
| June 30, 2024 | December 31, 2023 | |||||||
| Current items: | ||||||||
| Financial assets mandatorily measured at fair value through profit or loss | ||||||||
| Investment in a rent-a-captive company | $ | $ | ||||||
During the year
ended December 31, 2022, the Group entered into a protected cell rent-a-captive arrangement with an insurance company and made investment
of $
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7. Financial assets at amortized cost
| Items | June 30, 2024 |
December 31, 2023 |
||||||
| Current items: | ||||||||
| Time deposits | $ | $ | ||||||
| Non-current items: | ||||||||
| Time deposits | $ | $ | ||||||
| a) |
| Six months ended June 30, 2024 | Six months ended June 30, 2023 | |||||||
| Interest income | $ | $ | ||||||
| b) | As of June 30, 2024 and December 31, 2023, 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 financial assets at amortized cost held by the Group was $ |
| c) | As of June 30, 2024 and December 31, 2023, the interest rate of time deposits was |
| d) | Information relating to financial assets at amortized cost that were pledged to others as collaterals is provided in Note 30. |
| e) | 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. |
8. Accounts receivable
| June 30, 2024 |
December 31, 2023 |
|||||||
| Accounts receivable | $ | $ | ||||||
| Less: Allowance for ECLs / uncollectable accounts | ( |
) | ( |
) | ||||
| $ | $ | |||||||
~27~
| a) |
| June 30, 2024 | December 31, 2023 | |||||||
| Not past due | $ | $ | ||||||
| Up to 180 days | ||||||||
| 181 to 365 days | ||||||||
| Over 366 days | ||||||||
| $ | $ | |||||||
The above aging analysis was based on days overdue.
| b) | As of June 30, 2024 and December 31, 2023, accounts receivable
were all from contracts with customers. As of January 1, 2024, the balance of receivables from contracts with customers amounting to
$ |
| c) | As of June 30, 2024 and December 31, 2023, 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 accounts receivable were $ |
| d) | Information relating to credit risk of accounts receivable is provided in Note 33 |
(Blank)
~28~
9. Property, plant and equipment
| Buildings and | Other | |||||||||||||||||||||||
| Land (Note 1) | structures (Note 1) | Transportation equipment | Office equipment | equipment (Note 2) | Total | |||||||||||||||||||
| At January 1, 2024 | ||||||||||||||||||||||||
| Cost | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Accumulated depreciation | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| 2024 | ||||||||||||||||||||||||
| January 1 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Additions | ||||||||||||||||||||||||
| Disposals | ( | ) | ||||||||||||||||||||||
| Depreciation expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Net exchange differences | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| June 30 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| At June 30, 2024 | ||||||||||||||||||||||||
| Cost | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Accumulated depreciation | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||
Note 1:
Note 2:
~29~
10. Intangible assets
| Six months ended June 30, 2024 | ||||||||||||
| Computer software | Intellectual | Total | ||||||||||
| January 1 | ||||||||||||
| Cost | $ | $ | $ | |||||||||
| Accumulated amortization | ( | ) | ( | ) | ( | ) | ||||||
| $ | $ | $ | ||||||||||
| At January 1 | $ | $ | $ | |||||||||
| Additions - acquired separately | ||||||||||||
| Amortization expenses | ( | ) | ( | ) | ( | ) | ||||||
| Net exchange differences | ( | ) | ( | ) | ||||||||
| At June 30 | $ | $ | $ | |||||||||
| At June 30 | ||||||||||||
| Cost | $ | $ | $ | |||||||||
| Accumulated amortization | ( | ) | ( | ) | ( | ) | ||||||
| $ | $ | $ | ||||||||||
| Note: | On January 10, 2023 (the “Agreement Date”), the Group entered into an intellectual property purchase agreement effective on January 16, 2023 (the “Effective Time”) with SeeQuestor Limited (“SeeQuestor”), a company providing video analytics technology incorporated and registered in England and Wales. |
The Group acquired all and/or any intellectual property rights, including but not limited to patents and trademarks, owned, used or held for use by and/or on behalf of SeeQuestor, including without limitations, such rights as relate to SeeQuestor’s products.
The purchase price for
the intellectual property rights consists of fixed consideration amounting to $
The Group has made
payments of $
~30~
| Six months ended June 30, 2024 | Six months ended June 30, 2023 | |||||||
| Selling and marketing expenses | $ | $ | ||||||
| General and administrative expenses | ||||||||
| Research and development expenses | ||||||||
| $ | $ | |||||||
11. Other non-current assets
| June 30, 2024 | December 31, 2023 | |||||||
| Prepaid Pension | $ | $ | ||||||
| Guarantee deposits | ||||||||
| Others | ||||||||
| $ | $ | |||||||
(Blank)
~31~
12. Short-term borrowings
| Type of borrowings | June 30, 2024 | Interest rate range |
|||||
| Bank collateralized borrowings | $ | ||||||
| Loan from shareholders | |||||||
| $ | |||||||
| Type of borrowings | December 31, 2023 | Interest rate range |
|||||
| Bank collateralized borrowings | $ | ||||||
| Loan from shareholders | |||||||
| $ | |||||||
| Note: | In 2021, the Group entered into shareholder loan agreements
in the amount of $ |
In September 2022,
the loan from shareholders were repaid to Koh Sih-Ping in the amount of $
In March 2023,
the Group entered into a shareholder loan agreement in the amount of $
(Blank)
~32~
| As of June 30, 2024 | ||||||||||||||||||||
| Credit | Outstanding | Undrawn | Interest | Guarantor | ||||||||||||||||
| Lender | Facility Period | Facility | Type | Amount | Amount | Rate | (Note 1) | Collateral | ||||||||||||
| Lender A | $ | $ | % | |||||||||||||||||
| % | ||||||||||||||||||||
| Lender A | % | |||||||||||||||||||
| % | ||||||||||||||||||||
| Lender A | % | |||||||||||||||||||
| Lender A | % | |||||||||||||||||||
| Lender A | % | |||||||||||||||||||
| Lender A | % | |||||||||||||||||||
| Lender B | % | |||||||||||||||||||
| Lender C | % | |||||||||||||||||||
| Lender C | - | |||||||||||||||||||
| Lender C | % | |||||||||||||||||||
| Lender C | % | |||||||||||||||||||
| Lender C | ||||||||||||||||||||
| Lender C | % | |||||||||||||||||||
~33~
| As of December 31, 2023 | ||||||||||||||||||||
| Lender | Facility Period | Credit Facility | Type | Outstanding Amount | Undrawn Amount | Interest Rate | Guarantor (Note 1) | Collateral | ||||||||||||
| Lender A | $ | $ | % | |||||||||||||||||
| % | ||||||||||||||||||||
| Lender A | % | |||||||||||||||||||
| % | ||||||||||||||||||||
| Lender A | ||||||||||||||||||||
| Lender A | % | |||||||||||||||||||
| Lender A | % | |||||||||||||||||||
| Lender A | % | |||||||||||||||||||
| Lender A | % | |||||||||||||||||||
| Lender B | % | |||||||||||||||||||
| Lender C | % | |||||||||||||||||||
| Lender C | ||||||||||||||||||||
| Lender C | % | |||||||||||||||||||
| Lender C | % | |||||||||||||||||||
| Lender C | ||||||||||||||||||||
| Lender C | % | |||||||||||||||||||
| Note 1: |
(Blank)
~34~
13. Other payables
| June 30, 2024 | December 31, 2023 | |||||||
| Payables on intangible assets | $ | $ | ||||||
| Professional fee payable | ||||||||
| Salaries and bonuses payable | ||||||||
| Pension payable | ||||||||
| Payables on machinery and equipment | ||||||||
| Output tax payable | ||||||||
| Others | ||||||||
| $ | $ | |||||||
14. Long-term borrowings
| Type of borrowings | Interest rate | June 30, 2024 | ||||||
| Bank borrowings | ||||||||
| Collateralized borrowings | % | |||||||
| Collateralized borrowings | % | |||||||
| Collateralized borrowings | % | |||||||
| UnCollateralized borrowings | % | |||||||
| Collateralized borrowings | % | |||||||
| Collateralized borrowings | % | |||||||
| Less: Current portion | ( | ) | ||||||
~35~
| Type of borrowings | Interest rate | December 31, 2023 | ||||||
| Bank borrowings | ||||||||
| Collateralized borrowings | % | |||||||
| Collateralized borrowings | % | |||||||
| Collateralized borrowings | % | |||||||
| UnCollateralized borrowings | % | |||||||
| Collateralized borrowings | % | |||||||
| Collateralized borrowings | % | |||||||
| Less: Current portion | ( | ) | ||||||
15. Share-based payment
| a) |
| Type of arrangement | Grant date | Quantity granted (Units) (Note 1) | Contract period | Vesting conditions | |||||||||
| Employee share options | |||||||||||||
| Employee share options | |||||||||||||
| Employee share options | |||||||||||||
| Employee share options | |||||||||||||
| Employee share options | |||||||||||||
| Employee share options | |||||||||||||
| Note 1: |
~36~
| Note 2: |
| Vesting period | Accumulated maximum exercisable employee share options |
|||
| After 1 year | % | |||
| After 2 years | % | |||
| After 3 years | % | |||
| After 4 years | % | |||
| Note 3: | Employee share options granting period and exercise conditions are as follows: |
| Vesting period | Accumulated maximum exercisable employee share options | |||
| At the beginning of year 1 | % | |||
| At the beginning of year 2 | % | |||
| At the beginning of year 3 | % | |||
| At the beginning of year 4 | % | |||
The share-based payment arrangements above are settled by equity.
| b) | For the year ended December 31, 2023, the Company offered non-employee share-based compensation to Innvotec
Limited (“Innvotec”), an acquisition advisor, for its services related to procurement of SeeQuestor. The fee was set at $ |
| Quantity | |||||||||||||
| granted | |||||||||||||
| (Ordinary shares) | Contract | Vesting | |||||||||||
| Type of arrangement | Grant date | (Note 1) | period | conditions | |||||||||
| Obtain professional service through share-based payment | 2022.12 | ||||||||||||
| Note 1: | Shares outstanding for the periods have been restated for the 10-to-1 reverse stock split effective April 15, 2024. |
~37~
| c) |
| Six months ended June 30, 2024 (Note) | Six months ended June 30, 2023 (Note) | |||||||||||||||
| No. of options | Weighted average exercise price | No. of options | Weighted average exercise price | |||||||||||||
| Options outstanding at January 1 | $ | $ | ||||||||||||||
| Options expired | ( | ) | ||||||||||||||
| Options cancelled | ( | ) | ( | ) | ||||||||||||
| Options outstanding at June 30 | $ | $ | | |||||||||||||
| Options exercisable at June 30 | $ | $ | ||||||||||||||
| Note: |
| d) | No share options were exercised for the six months periods ended June 30, 2024 and 2023. |
| e) | As of June 30, 2024 and 2023, the range of exercise prices of share options outstanding was $ |
| f) |
| Type of arrangement | Grant date | Share price (par value) | Exercise price (Note 2) | Expected price volatility (Note 1) | Expected option life | Expected dividends | Risk-free interest rate | Fair value per share (Note 3) | ||||||||||||||||
| Employee share options | $ | $ | % | $ | ||||||||||||||||||||
| Employee share options | $ | $ | % | $ | ||||||||||||||||||||
| Employee share options | $ | $ | % | $ | ||||||||||||||||||||
| Employee share options | $ | $ | % | $ | ||||||||||||||||||||
| Employee share options | $ | $ | % | $ | ||||||||||||||||||||
| Employee share options | $ | $ | % | $ | ||||||||||||||||||||
~38~
| Note 1: |
| Note 2: |
| Note 3: |
| Grant date | Exercise price | Fair value of first year | Fair value of second year | Fair value of third year | Fair value of fourth year | |||||||||||||||
| 2017.1.1 | $ | $ | $ | $ | $ | |||||||||||||||
| 2018.1.1 | $ | $ | $ | $ | $ | |||||||||||||||
| 2019.1.1 | $ | $ | $ | $ | $ | |||||||||||||||
| 2021.10.5 | $ | $ | $ | $ | $ | |||||||||||||||
| 2021.10.5 | $ | $ | $ | $ | $ | |||||||||||||||
| 2022.2.23 | $ | $ | $ | $ | $ | |||||||||||||||
| g) |
| Six months ended June 30, 2024 | Six months ended June 30, 2024 | |||||||
| Expense recorded | $ | $ | ||||||
16. Warrant liabilities
| Six months ended June 30, 2024 | ||||||||
| Public Warrants | No. of units (Note) | Amount | ||||||
| At January 1, 2024 | $ | |||||||
| Change in fair value | ||||||||
| At June 30, 2024 | $ | |||||||
| Six months ended June 30, 2024 | ||||||||
| Private Warrants | No. of units (Note) | Amount | ||||||
| At January 1, 2024 | $ | |||||||
Private warrants granted | ||||||||
| Change in fair value | ( | ) | ||||||
| At June 30, 2024 | $ | |||||||
~39~
| Year ended December 31, 2023 | ||||||||
| Public Warrants | No. of units (Note) | Amount | ||||||
| At January 1, 2023 | $ | |||||||
| Warrants exercised | ( | ) | ( | ) | ||||
| Change in fair value | ( | ) | ||||||
| At December 31, 2023 | $ | |||||||
| Year ended December 31, 2023 | ||||||||
| Private Warrants | No. of units (Note) | Amount | ||||||
| At January 1, 2023 | $ | |||||||
| Warrants granted | ||||||||
| Change in fair value | ( | ) | ||||||
| At December 31, 2023 | $ | |||||||
| Note: |
| a) | Public warrants may only be exercised for a whole number of shares. The public warrants will expire |
| b) | The private warrants were granted along with convertible preference shares associated with a securities purchase agreement entered on September 19, 2023 and February 20, 2024, respectively. See Note 18 for the details. The private warrants have an initial exercise price of $ |
~40~
17. Convertible preference shares liabilities
| Six months ended June 30, 2024 | ||||||||
| No. of units | Amount | |||||||
| At January 1, 2024 | $ | |||||||
| Convertible preference share liabilities issued | ||||||||
| Convertible preference share liabilities exercised | ( | ) | ( | ) | ||||
| Change in fair value | ||||||||
| At June 30, 2024 | $ | |||||||
| Year ended December 31, 2023 | ||||||||
| No. of units | Amount | |||||||
| At January 1, 2023 | $ | |||||||
| Convertible preference share liabilities issued | ||||||||
| Convertible preference share liabilities exercised | ( | ) | ( | ) | ||||
| Change in fair value | ( | ) | ||||||
| At December 31, 2023 | $ | | ||||||
The issuance of convertible preference shares by the Company:
| a) | The terms of the Series A and Series B Convertible Preference Shares issued by the Company are as follows: |
| i) | The Company offered |
~41~
| ii) | The Company issued |
| iii) | The Preference Shares are perpetual and have no maturity date. |
| b) | For the period ended June 30, 2024,
For the year ended December 31, 2023, |
18. Share capital
| a) | The Company issued |
| b) | As of June 30, 2024, the Company’s authorized capital was $ |
~42~
| On the Closing Date, the business combination pursuant to the business combination agreement dated on
May 18, 2022 was approved at an extraordinary general meeting of Gorilla’s shareholders and an extraordinary general meeting of
Global’s shareholders, with holders of subunits of Global redeeming approximately |
Pursuant to the business combination
agreement, immediately prior to the Effective Time (as defined in the business combination agreement), the Company effected a capital
recapitalization and issued
On the Closing Date, the following
securities issuances were made by the Company to Global’s security holders (not reflective of the 10-to-1
reverse stock split effective April 15, 2024): (i) each outstanding ordinary share of Global (including Global Class A ordinary
shares and Global Class B ordinary shares, (the “Global Ordinary Shares”) and including the Global Class A ordinary
shares included as part of the PIPE Investment (as defined below)) was exchanged for (A) one Gorilla Ordinary Share and (B) one
Class A contingent value right of the Company (“Class A CVR”), and (ii) each outstanding warrant of Global,
Concurrently with the execution of
the business combination agreement, the Company waived a minimum of $
The Gorilla Ordinary Shares and Gorilla Warrants commenced trading on The Nasdaq Capital Market on July 14, 2022 under the ticker symbols “GRRR” and “GRRRW,” respectively.
The business combination is
accounted for as a capital reorganization. The business combination, which is not within the scope of IFRS 3 as Global does not meet
the definition of a business in accordance with IFRS 3, is accounted for within the scope of IFRS 2. As such, the business
combination is treated as the equivalent of the Company issuing shares at the closing of the business combination for the net assets
of Global as of the Closing Date, accompanied by a capital recapitalization. The net assets of Global are stated at historical cost,
with no goodwill or other intangible assets recorded. Any excess of the fair value of the Company’s shares issued considering
a fair value of the Gorilla Ordinary Shares of $
| c) |
| Series A | Series B | |||||||||||||||
| Number of shares | Amount | Number of shares | Amount | |||||||||||||
| 2024 | ||||||||||||||||
| Beginning of financial year | $ | $ | ||||||||||||||
| Cancellation of treasury shares | ( | ) | ( | ) | ||||||||||||
| Conversion of convertible preference shares to ordinary shares | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| End of financial period | $ | $ | ||||||||||||||
| Series C | Series D | |||||||||||||||
| Number of shares | Amount | Number of shares | Amount | |||||||||||||
| 2024 | ||||||||||||||||
| Beginning of financial year | $ | $ | ||||||||||||||
| Conversion of convertible preference shares to ordinary shares | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| End of financial period | $ | $ | ||||||||||||||
~43~
There were no outstanding preference shares as of June 30, 2024
| d) | Before the Closing Date, preference shares are embedded with
conversion options. Preference shareholders are entitled to exercise their conversion option under the prescribed conditions at the prescribed
exercise price. Preference shareholders are also entitled to convert any or all of their preference shares at any time at certain conversion
price for each of Series A, Series B, Series C, and Series D. In addition, all preference shares should be converted into ordinary shares
either before the date of Qualified IPO or with the acknowledgement of |
At the issuance of preference shares, the Company accounted for the preference shares as equity instrument. The portion of proceeds from each preference share in excess of par value and the par value are recognized under “additional paid-in capital – preference shares” and “preference shares.”
| e) | On December 5, 2022, the Company entered into the exchange agreement
(the “Agreement”) with Koh Sih-Ping and Origin Rise Limited to purchase |
| f) | On April 9, 2024, the Company announced a share consolidation of the Company’s ordinary shares at a ratio of 10-to-1 (the “Share Consolidation”).The Share Consolidation was approved by the Company’s board of directors and was previously approved by the Company’s shareholders as described in the Company’s Report of Foreign Private Issuer on Form 6-K filed with the U.S. Securities and Exchange Commission on March 27, 2024. The Share Consolidation was effective on April 15, 2024. Following the Share Consolidation, the exercise price of the Company’s warrants, conversion price of the Company’s preference shares, and exercise or conversion prices of the Company’s other equity instruments will be adjusted proportionally in accordance with the Share Consolidation, and the par value of the Company’s ordinary shares increased from $0.0001 to $0.001. |
| g) |
| 2024.06 (Note 1) | 2023 (Note 1) | |||||||
| At January 1 | ||||||||
| Warrant exercised | ||||||||
| Warrant issuance | ||||||||
| New share issuance | ||||||||
| Convertible preference share liabilities exercised | ||||||||
| Restricted share units issuance (Note 2) | ||||||||
| Additional paid in capital | ||||||||
| At June 30 | ||||||||
| Note 1: |
| Note 2: |
~44~
19. Retained earnings
| a) | Subject to the Company’s Memorandum and Articles of Association and the statute except as otherwise provided by the rights attached to any shares, the Directors may resolve to pay dividends and other distributions on shares in issue and authorize payment of the dividends or other distributions out of the funds of the Company lawfully available therefor. A dividend shall be deemed to be an interim dividend unless the terms of the resolution pursuant to which the Directors resolve to pay such dividend specifically state that such dividend shall be a final dividend. No dividend or other distribution shall be paid except out of the realized or unrealized profits of the Company, out of the share premium account or as otherwise permitted by law. |
Except as otherwise provided by the rights attached to any shares, all dividends and other distributions shall be paid according to the par value of the shares that a holder holds. If any share is issued on terms providing that it shall rank for dividend as from a particular date, that share shall rank for dividend accordingly.
The Directors may deduct from any dividend or other distribution payable to any holder all sums of money (if any) then payable by him to the Company on account of calls or otherwise.
The Directors may resolve that any dividend or other distribution be paid wholly or partly by the distribution of specific assets and in particular (but without limitation) by the distribution of shares, debentures, or securities of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional shares and may fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any holders upon the basis of the value so fixed in order to adjust the rights of all holders and may vest any such specific assets in trustees in such manner as may seem expedient to the Directors.
Except as otherwise provided by the rights attached to any shares, dividends and other distributions may be paid in any currency. The Directors may determine the basis of conversion for any currency conversions that may be required and how any costs involved are to be met.
The Directors may, before resolving to pay any dividend or other distribution, set aside such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any purpose of the Company and pending such application may, at the discretion of the Directors, be employed in the business of the Company.
Any dividend, other distribution, interest or other monies payable in cash in respect of shares may be paid by wire transfer to the holder or by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of the holder who is first named on the register of holders or to such person and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any dividends, other distributions, bonuses, or other monies payable in respect of the share held by them as joint holders.
No dividend or other distribution shall bear interest against the Company.
Any dividend or other distribution which cannot be paid to a holder and/or which remains unclaimed after six months from the date on which such dividend or other distribution becomes payable may, in the discretion of the Directors, be paid into a separate account in the Company’s name, provided that the Company shall not be constituted as a trustee in respect of that account and the dividend or other distribution shall remain as a debt due to the holder. Any dividend or other distribution which remains unclaimed after a period of six years from the date on which such dividend or other distribution becomes payable shall be forfeited and shall revert to the Company.
| b) | The Group was in a net income position for the six months periods ended June 30, 2024 and 2023, and no earnings distribution was resolved by the Board of Directors. |
~45~
20. Revenue
| Six months ended June 30, 2024 | Six months ended June 30, 2023 | |||||||
| Revenue from contracts with customers | ||||||||
| Hardware sales | ||||||||
| Government | ||||||||
| -Video IoT | $ | $ | ||||||
| Software sales | ||||||||
| Non-Government | ||||||||
| -Video IoT | ||||||||
| -Security Convergence | ||||||||
| Service revenue | ||||||||
| Government | ||||||||
| -Video IoT | ||||||||
| -Security Convergence | ||||||||
| Non-Government | ||||||||
| -Video IoT | ||||||||
| -Security Convergence | ||||||||
| $ | $ | |||||||
| a) | Disaggregation of revenue from contracts with customers |
| Six months ended June 30, 2024 | Hardware | Software | Service | Total | ||||||||||||
| Total revenue streams | $ | $ | $ | $ | ||||||||||||
| Inter-revenue streams | ( | ) | ( | ) | ( | ) | ||||||||||
| Revenue from external customer contracts | $ | $ | $ | $ | ||||||||||||
| Timing of revenue recognition | ||||||||||||||||
| At a point in time | $ | $ | $ | $ | ||||||||||||
| Over time | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Six months ended June 30, 2023 | Hardware | Software | Service | Total | ||||||||||||
| Total revenue streams | $ | $ | $ | $ | ||||||||||||
| Inter-revenue streams | ( | ) | ( | ) | ( | ) | ||||||||||
| Revenue from external customer contracts | $ | $ | $ | $ | ||||||||||||
| Timing of revenue recognition | ||||||||||||||||
| At a point in time | $ | $ | $ | $ | ||||||||||||
| Over time | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
~46~
| b) | Contract assets and liabilities |
| June 30, 2024 | December 31, 2023 | |||||||
| Contract assets: | ||||||||
| Contract assets relating to service contracts | $ | $ | ||||||
| Contract liabilities: | ||||||||
| Contract liabilities relating to service contracts | $ | $ | ||||||
| Six months ended June 30, 2024 | Six months ended June 30, 2023 | |||||||
| Revenue recognized that was included in the contract liability balance at the beginning of the year | ||||||||
| Service revenue | $ | $ | ||||||
| c) | Unfulfilled long-term contracts |
Aggregate amount of the transaction price allocated to long-term service
contracts that are partially or fully unsatisfied as of June 30, 2024 and December 31, 2023, amounting to $
Management expects that the transaction price allocated to the unsatisfied contracts as of June 30, 2024 and December 31, 2023, will be recognized as revenue from 2024 to 2028 and from year 2023 to 2027, respectively. Except for the abovementioned contracts, all other service contracts are for periods of one year or less or are billed based on the amount of time incurred.
~47~
21. Other gains (losses) - net
| Six months ended | Six months ended | |||||||
| June 30, 2024 | June 30, 2023 | |||||||
| Net currency exchange (losses) gains | $ | ( | ) | $ | ||||
| (Losses) gains on financial assets and liabilities at fair value through profit or loss | ( | ) | ||||||
| Gain on reversal of accounts payables | - | |||||||
| Gain (loss) on disposal of property, plant and equipment | ( | ) | ||||||
| Other losses | ( | ) | ( | ) | ||||
| $ | ( | ) | $ | |||||
22. Finance costs
| Six months ended June 30, 2024 | Six months ended June 30, 2023 | |||||||
| Interest expense: | ||||||||
| Bank borrowings | $ | $ | ||||||
| Loan from shareholders | ||||||||
| Lease liabilities | ||||||||
| $ | $ | |||||||
23. Expenses by nature
| Six months ended June 30, 2024 | Six months ended June 30, 2023 | |||||||
| Employee benefit | $ | $ | ||||||
| Outsourcing charges | ||||||||
| Professional services expenses | ||||||||
| Change in inventory of finished goods | ||||||||
| Expected credit loss | ||||||||
| Insurance expenses | ||||||||
| Amortization expenses on intangible assets | ||||||||
| Depreciation expenses on property, plant and equipment | ||||||||
| Depreciation expenses on right-of-use asset | ||||||||
| Others | ||||||||
| $ | $ | |||||||
~48~
24. Employee benefit expense
| Six months ended June 30, 2024 | ||||||||||||
| Cost of revenue | Operating expenses | Total | ||||||||||
| Wages and salaries | $ | $ | $ | |||||||||
| Labor and health insurance fees | ||||||||||||
| Pension | ||||||||||||
| Other personnel expenses | ||||||||||||
| $ | | $ | | $ | ||||||||
| Six months ended June 30, 2023 | ||||||||||||
| Cost of revenue | Operating expenses | Total | ||||||||||
| Wages and salaries | $ | $ | $ | |||||||||
| Labor and health insurance fees | ||||||||||||
| Pension | ||||||||||||
| Share option expenses | ||||||||||||
| Other personnel expenses | ||||||||||||
| $ | $ | $ | ||||||||||
25. Income tax
| a) | Taiwan taxation |
Taiwan profits tax
has been provided for at the rate of
| b) | Hong Kong taxation |
Hong Kong profits
tax has been provided for at the rate of
| c) | Japan taxation |
Japan profits tax
has been provided for at the rate of
| d) | United States taxation |
United States profits
tax has been provided for at the rate of
| e) | United Kingdom taxation |
United Kingdom profits
tax has been provided for at the rate of
| f) | India taxation |
India profits tax
has been provided for at the rate of
| g) | Egypt taxation |
Egypt profits tax
has been provided for at the rate of
(Blank)
~49~
| h) | Income tax expense (benefit) |
| Six months ended June 30, 2024 | Six months ended June 30, 2023 | |||||||
| Current tax: | ||||||||
| Current tax on profits for the period | $ | $ | ||||||
| Prior year income tax overestimation | ||||||||
| Total current tax | ||||||||
| Deferred tax: | ||||||||
| Origination and reversal of temporary differences | ( | ) | ||||||
| Income tax expense | $ | $ | ||||||
26. Earnings (loss) per share
| Six months ended June 30, 2024 | ||||||||||||
| Amount after tax | Weighted average number of ordinary shares outstanding (Note) | Earnings per share | ||||||||||
| Basic earnings per share | ||||||||||||
| Profit attributable to the parent | $ | $ | ||||||||||
| Diluted earnings per share | ||||||||||||
| Assumed conversion of all dilutive potential ordinary shares | ||||||||||||
| -Employees’ equity compensation | ||||||||||||
| -Warrants | ||||||||||||
| -Share-based payment | ||||||||||||
| Profit attributable to ordinary shareholders of the parent plus assumed conversion of all dilutive potential ordinary shares | $ | $ | ||||||||||
| Six months ended June 30, 2023 | ||||||||||||
| Amount after tax | Weighted average number of ordinary shares outstanding (Note 1) | Loss per share | ||||||||||
| Basic/diluted loss per share | ||||||||||||
| Basic/diluted loss per share | ||||||||||||
| Loss attributable to the parent (Note 2) | $ | ( | ) | $ | $ | ( | ) | |||||
| Note 1: |
| Note 2: |
~50~
27. Supplemental cash flow information
| Six months ended June 30, 2024 | Six months ended June 30, 2023 | |||||||
| Purchase of property, plant and equipment | $ | $ | ||||||
| Add: Opening balance of payable on equipment | ||||||||
| Less: Ending balance of payable on equipment | ( | |||||||
| Cash paid during the period | $ | $ | ||||||
| Six months ended June 30, 2024 | Six months ended June 30, 2023 | |||||||
| Acquisition of intangible assets | $ | $ | ||||||
| Add: Opening balance of payable on intangible assets | ||||||||
| Less: Through share-based payment | ( | ) | ||||||
| Less: Reversal of payable on intangible assets | ||||||||
| Less: Ending balance of payable on intangible assets | ( | ) | ( | ) | ||||
| Cash paid during the period | $ | $ | ||||||
28. Changes in liabilities from financing activities
| Short-term borrowings | Long-term borrowings (including current portion) | Lease liabilities | Liabilities from financing activities-gross | |||||||||||||
| At January 1, 2024 | $ | $ | $ | $ | ||||||||||||
| Changes in cash flow from financing activities | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Changes in other non-cash items | ||||||||||||||||
| Impact of changes in foreign exchange rate | ( | ) | ( | ) | ( | ) | ||||||||||
| At June 30, 2024 | $ | $ | $ | $ | ||||||||||||
| Short-term borrowings | Long-term borrowings (including current portion) | Lease liabilities | Liabilities from financing activities-gross | |||||||||||||
| At January 1, 2023 | $ | $ | $ | $ | ||||||||||||
| Changes in cash flow from financing activities | ( | ) | ( | ) | ||||||||||||
| Changes in other non-cash items | ( | ) | ||||||||||||||
| Impact of changes in foreign exchange rate | ( | ) | ( | ) | ( | ) | ||||||||||
| At June 30, 2023 | $ | $ | $ | $ | ||||||||||||
~51~
29. Related party transactions
| a) |
| Names of related parties | Relationship with the Company | |
| Koh Sih-Ping (Note) | ||
| Origin Rise Limited (Note) | ||
| Asteria Corporation |
| Note: |
| b) | The Group lists Koh Sih-Ping as the joint guarantor for its short-term borrowings and long-term borrowings in 2023 and 2022. Please refer to Note 12 and Note 14 for further details. |
| Six months ended June 30, 2024 | Six months ended June 30, 2023 | |||||||
| Interest expense | $ | $ | ||||||
| Six months ended June 30, 2024 | Six months ended June 30, 2023 | |||||||
| Interest payable | $ | $ | ||||||
| c) | Please refer to Note 12 for further details on shareholder loans. |
| d) | Purchase of treasury shares |
On December 5, 2022
(the “Effective Date”), the Agreement was made and entered into by and among the Company, Koh Sih-Ping and Origin Rise Limited
that the Company purchased
As of December 31,
2022, the Company has other receivable, amounting to $
~52~
| e) |
| Six months ended June 30, 2024 | Six months ended June 30, 2023 | |||||||
| Salaries and other short-term employee benefits | $ | $ | ||||||
| Post-employment | ||||||||
| - | $ | $ | ||||||
30. Pledged assets
| Book value | ||||||||||
| Pledged assets | June 30, 2024 | December 31, 2023 | Purpose | |||||||
| $ | $ | |||||||||
| $ | $ | |||||||||
31. Significant contingent liabilities and unrecognized contract commitments
| a) | There’re no significant contingent liabilities incurred after the reporting period. |
| b) | The significant unrecognized contract commitments are listed below: |
| iv) | As of June 30, 2024 and December 31, 2023, the guaranteed
notes secured for service project or warranty of NSGUARD Technology Inc. amounted to $ |
| v) | As of June 30, 2024, the banker’s letter of guarantee
issued by the bank at the request of the Company amounted to $ |
| vi) | As of June 30, 2024 and December 31, 2023, the banker’s letter of guarantee issued by the bank at the request of Gorilla Technology Inc. amounted to and $ |
| vii) | As of June 30, 2024 and December 31, 2023, the banker’s
letter of guarantee issued by the bank at the request of NSGUARD Technology Inc. amounted to $ |
| viii) | As of December 31, 2023, there was a promissory note of $ |
~53~
Significant events after the reporting period
None.
32. 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 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.
| June 30, 2024 | December 31, 2023 | |||||||
| Total borrowings | $ | $ | ||||||
| Less: Cash and cash equivalents | ( | ) | ( | ) | ||||
| Net debt | ||||||||
| Total equity | $ | |||||||
| Total capital | $ | $ | ||||||
| Gearing ratio | % | % | ||||||
~54~
33. Financial instruments
| June 30, 2024 | December 31, 2023 | |||||||
| Financial assets | ||||||||
| Financial assets at fair value through profit or loss | $ | $ | ||||||
| Financial assets at amortized cost (Note) | ||||||||
| $ | $ | |||||||
| June 30, 2024 | December 31, 2023 | |||||||
| Financial liabilities | ||||||||
| Financial liabilities at amortized cost (Note) | $ | $ | ||||||
| Warrant liabilities | ||||||||
| Convertible preference share liabilities | ||||||||
| $ | $ | |||||||
| Note: |
| b) | Financial risk management policies |
| i) | 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. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group’s financial condition and financial performance. |
| ii) | Risk management is carried out by a central treasury department (Group treasury) under policies approved by the Board of Directors. Group treasury identifies and evaluates financial risks in close cooperation with the Group’s operating units. The Board provides written principles for overall risk management, as well as written policies covering specific areas and matters, such as foreign exchange risk, interest rate risk, credit risk, use of non-derivative financial instruments, and investment of excess liquidity. |
~55~
| c) | Significant financial risks and degrees of financial risks |
| i) | Market risk |
Foreign exchange risk
| 1. | The Group’s businesses involve some non-functional currency operations (the Company’s and certain subsidiaries’ functional currency: USD; other certain subsidiaries’ functional currency: NTD and Egyptian pounds (“EGP”). A material portion of the Group’s future revenues is from the Egypt Contract, denominated in EGP. The fluctuation in exchange rate from EGP to U.S. dollars impacts the Group’s cash inflows when converting the EGP to U.S. dollars. Any significant revaluation of the EGP may have a material adverse effect on the Group’s revenues and financial condition, and the value of, and any dividends payable on our shares in U.S. dollar. |
| 2. |
| June 30, 2024 | ||||||||||||
| Foreign currency amount (in thousands) | Exchange rate | Book value (USD) | ||||||||||
| (Foreign currency: functional currency) | ||||||||||||
| Financial assets | ||||||||||||
| Monetary items | ||||||||||||
| NTD:USD | $ | $ | ||||||||||
| EGP:USD | ||||||||||||
| Financial liabilities | ||||||||||||
| Monetary items | ||||||||||||
| NTD:USD | ||||||||||||
| EGP:USD | ||||||||||||
| GBP:USD | ||||||||||||
| December 31, 2023 | ||||||||||||
| Foreign currency amount (in thousands) | Exchange rate | Book value (USD) | ||||||||||
| (Foreign currency: functional currency) | ||||||||||||
| Financial assets | ||||||||||||
| Monetary items | ||||||||||||
| NTD:USD | $ | $ | ||||||||||
| EGP:USD | ||||||||||||
| Financial liabilities | ||||||||||||
| Monetary items | ||||||||||||
| NTD:USD | ||||||||||||
| EGP:USD | ||||||||||||
| GBP:USD | ||||||||||||
| 3. | The total exchange gain or (loss) (including realized and unrealized) arising from significant foreign
exchange variation on the monetary items held by the Group for the six months periods ended June 30, 2024 and 2023 amounting to $( |
~56~
| 4. |
| Six months ended June 30, 2024 | ||||||||||||
| Sensitivity analysis | ||||||||||||
| Degree of variation | Effect on profit or loss (USD) | Effect on other comprehensive income | ||||||||||
| (Foreign currency: functional currency) | ||||||||||||
| Financial assets | ||||||||||||
| Monetary items | ||||||||||||
| NTD:USD | | % | $ | $ | ||||||||
| EGP:USD | % | |||||||||||
| Financial liabilities | ||||||||||||
| Monetary items | ||||||||||||
| NTD:USD | % | |||||||||||
| EGP:USD | % | |||||||||||
| GBP:USD | % | |||||||||||
| Six months ended June 30, 2023 | ||||||||||||
| Sensitivity analysis | ||||||||||||
| Degree of variation | Effect on profit or loss (USD) | Effect on other comprehensive income | ||||||||||
| (Foreign currency: functional currency) | ||||||||||||
| Financial assets | ||||||||||||
| Monetary items | ||||||||||||
| NTD:USD | % | $ | $ | |||||||||
| Financial liabilities | ||||||||||||
| Monetary items | ||||||||||||
| NTD:USD | % | $ | $ | |||||||||
Price risk
As of June 30, 2024 and December 31, 2023, the Group is not exposed to material price risk of equity instrument.
Cash flow and interest rate risk
The Group held short-term
borrowings with variable rates (excluding loan from shareholders with fixed interest rate), of which short-term effective rate would change
with market interest rate, and then affect the future cash flow. Every
~57~
| ii) | Credit risk |
| 1. | 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 the accounts receivable based on the agreed terms. |
| 2. | The Group manages its credit risk taking into consideration the entire Group’s concern. For banks and financial institutions, only independently rated parties with at least BBB+ credit rating determined by Standard & Poor’s 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 payment and 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. |
| 3. | The Group adopts the following assumption under IFRS 9 to assess whether there has been a significant increase in credit risk on that instrument since initial recognition: If the domestic and foreign contract payments were past due over 180 days based on the terms, there has been a significant increase in credit risk on that instrument since initial recognition. |
| 4. | The Group adopts the assumption under IFRS 9, that is, the default occurs when the contract payments are past due over one year. Longer payment terms are given to customers and default barely occurred even though the contract payments are past due within one year in the past because of the industry characteristics of the Group and positive long-term relationship with customers. Therefore, a more lagging default criterion is appropriate to determine the risk of default occurring. |
| 5. | The Group classifies customer’s accounts receivable in accordance with customer types. The Group applies the modified approach using the provision matrix and loss rate methodology to estimate expected credit loss. |
~58~
| 6. | The Group used the forecast ability to adjust historical and timely information to assess the default possibility of accounts receivable. |
| Not past due | Up
to 180 days past due | Up
to 365 days past due | Over
366 days past due | Total | ||||||||||||||||
| At June 30, 2024 | ||||||||||||||||||||
| Expected loss rate | % | % | % | % | ||||||||||||||||
| Total book value | $ | $ | $ | $ | $ | |||||||||||||||
| Loss allowance | ||||||||||||||||||||
| Not past due | Up to 180 days | Up to 365 | Over 366 days | Total | ||||||||||||||||
| At December 31, 2023 | ||||||||||||||||||||
| Expected loss rate | % | % | % | % | ||||||||||||||||
| Total book value | $ | $ | $ | $ | $ | |||||||||||||||
| Loss allowance | ||||||||||||||||||||
| 7. |
| 2024 | ||||||||
| Accounts receivable | Other receivables | |||||||
| At January 1 | $ | $ | ||||||
| Reverse provision for ECLs | ( | ) | ||||||
| At June 30 | $ | $ | ||||||
| 2023 | ||||||||
| Accounts receivable | Other receivables | |||||||
| At January 1 | $ | $ | ||||||
| Provision for ECLs | ||||||||
| At December 31 | $ | $ | ||||||
| 8. | The Group’ s credit risk exposure in relation to contract assets under IFRS 9 as at June 30, 2024 and December 31, 2023 are immaterial. |
| 9. | The Group held cash and cash equivalents and financial assets at amortized cost of $ |
~59~
| 10. | The significant changes in the carrying amounts of accounts receivable contributed to the increase in the allowance for expected credit loss during 2023 due to the increases in credit-impaired balances for long credit term customers located in the South Asia resulted in increases in credit loss in 2023 of approximately $ |
| 11. | Other receivables and guarantee deposits of $ |
| iii) | Liquidity risk |
| 1. | Cash flow forecasting is performed in the operating entities of the Group and aggregated by Group treasury. Group treasury monitors rolling forecasts of the 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 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. |
| 2. | A significant portion of the Group's future revenues is expected from the Egypt Contract, which is denominated in Egyptian Pounds (EGP). Fluctuations in the exchange rate between EGP and U.S. dollars may affect the Group's cash inflows when converting EGP to pay U.S. dollar-denominated expenses. The Group remains committed to closely managing this exposure to ensure that currency fluctuations do not materially impact its operations or financial condition. |
| 3. | Please refer to Note 12 for undrawn borrowing facilities as at June 30, 2024 and December 31, 2023. |
| 4. | The table below analyzes 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. |
~60~
| Non-derivative financial liabilities: | ||||||||
| June 30, 2024 | Less than 1 year | Over 1 year | ||||||
| Lease liabilities | $ | $ | ||||||
| Long-term borrowings (Including current portion) | ||||||||
| Non-derivative financial liabilities: | ||||||||
| December 31, 2023 | Less than 1 year | Over 1 year | ||||||
| Lease liabilities | $ | $ | ||||||
| Long-term borrowings (Including current portion) | ||||||||
Except for the above, the Group’s non-derivative financial liabilities are due less than 1 year.
| 5. | The Group does not expect the timing of occurrence of the cash flows estimated through the maturity date analysis will be significantly earlier, nor expect the actual cash flow amount will be significantly different. |
34. 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. |
| Level 2: | Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. |
| Level 3: | Unobservable inputs for the asset or liability. The fair value of the Group’s investment in a rent-a-captive company without active market is included in Level 3. |
~61~
| B. | The carrying amounts of the Group’s financial assets and financial liabilities not measured at fair value are approximate to their fair values which are provided in Note 33. |
| C. | The related information of financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities at June 30, 2023 and December 31, 2022 is as follows: |
| (a) |
| June 30, 2024 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Assets | ||||||||||||||||
| Recurring fair value measurements | ||||||||||||||||
| Financial assets at fair value through profit or loss | ||||||||||||||||
| Investment in a rent-a-captive company | $ | $ | $ | $ | ||||||||||||
| Liabilities | ||||||||||||||||
| Recurring fair value measurements | ||||||||||||||||
| Financial liabilities at fair value through profit or loss | ||||||||||||||||
| Warrant liabilities | $ | $ | - | $ | $ | |||||||||||
| Convertible preference share liabilities | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
~62~
| December 31, 2023 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Assets | ||||||||||||||||
| Recurring fair value measurements | ||||||||||||||||
| Financial assets at fair value through profit or loss | ||||||||||||||||
| Investment in a rent-a-captive company | $ | $ | $ | $ | ||||||||||||
| Liabilities | ||||||||||||||||
| Recurring fair value measurements | ||||||||||||||||
| Financial liabilities at fair value through profit or loss | ||||||||||||||||
| Warrant liabilities | $ | $ | $ | $ | ||||||||||||
| Convertible preference share liabilities | $ | - | $ | $ | $ | |||||||||||
| $ | $ | - | $ | $ | ||||||||||||
| (b) | The methods and assumptions the Group used to measure fair value of warrant liabilities categorized within Level 1 are based on market quoted closing price. |
| (c) | The methods and assumptions the Group used to measure fair value of investment in a rent-a-captive company categorized within Level 3 are based on net asset value. |
| (d) | The output of valuation model is an estimated value and the valuation technique may not be able to capture all relevant factors of the Group’s financial and non-financial instruments. Therefore, the estimated value derived using valuation model is adjusted accordingly with additional inputs, for example, model risk or liquidity risk and etc. In accordance with the Group’s management policies and relevant control procedures relating to the valuation models used for fair value measurement, management believes adjustment to valuation is necessary in order to reasonably represent the fair value of financial and non-financial instruments at the consolidated balance sheet. The inputs and pricing information used during valuation are carefully assessed and adjusted based on current market conditions. |
| (e) | The Group takes into account adjustments for credit risks to measure the fair value of financial and non-financial instruments to reflect credit risk of the counterparty and the Group’s credit quality. |
| (f) | For the six months period ended June 30, 2024, there was no transfer between Level 1 and Level 2. |
~63~
| D. |
| 2024 | 2023 | |||||||
| Financial assets at fair value through profit or loss | ||||||||
| At January 1 | $ | $ | ||||||
| Losses recognized in profit or loss | ( | ) | ||||||
| At June 30 and December 31 | $ | $ | ||||||
| 2024 | 2023 | |||||||
| Private warrant liabilities at fair value | ||||||||
| At January 1 | $ | $ | ||||||
| Granted in the year | ||||||||
| Losses recognized in profit or loss | ( | ) | ( | ) | ||||
| At June 30 and December 31 | $ | $ | ||||||
| 2024 | 2023 | |||||||
| Convertible preference share liabilities at fair value | ||||||||
| At January 1 | $ | $ | ||||||
| Granted in the year | ||||||||
| Exercised in the year | ( | ) | ( | ) | ||||
| Losses recognized in profit or loss | ( | ) | ||||||
| At June 30 and December 31 | $ | |||||||
The Group is in charge of valuation procedures for fair value measurements being categorized within Level 3, which is to verify independent fair value of financial instruments. Such assessment is to ensure the valuation results are reasonable by applying independent information to make results close to current market conditions, confirming the resource of information is independent, reliable and in line with other resources and represented as the exercisable price, and frequently calibrating valuation model, performing back-testing, updating inputs used to the valuation model and making any other necessary adjustments to the fair value. Finance Department of the Group set up valuation policies, valuation processes and rules for measuring fair value of financial instruments and ensure compliance with the related requirements in IFRS.
~64~
| E. |
| Fair value at June 30, 2024 | Valuation technique | Significant unobservable input | Range (weighted average) | Relationship of inputs to fair value | ||||||||||
| Investment in a rent-a-captive company | $ | |||||||||||||
| % | ||||||||||||||
| % | ||||||||||||||
| Warrant liabilities | $ | % | ||||||||||||
| % | ||||||||||||||
| % | ||||||||||||||
| % | ||||||||||||||
| Convertible preference share liabilities | $ | % | ||||||||||||
| % | ||||||||||||||
~65~
| Fair
value at December 31, 2023 | Valuation technique | Significant unobservable input | Range (weighted average) | Relationship of inputs to fair value | ||||||||||
| Investment in a rent -a- captive company | $ | |||||||||||||
| Warrant liabilities | $ | % | ||||||||||||
| % | ||||||||||||||
| % | ||||||||||||||
| % | ||||||||||||||
| Convertible preference share liabilities | $ | % | No certain positive and negative relationship between stock price volatility and fair value | |||||||||||
| % |
The Group has carefully assessed the valuation models and assumptions used to measure fair value, and the expected changes in fair value are insignificant even if there are reasonably possible changes in inputs.
35. Segment Information
| a) | General information |
The Group uses the product line as basis for providing information to the chief operating decision-maker. The Group currently divides the sales order district into three major product lines: video IoT, security convergence and other. The chief operating decision-maker makes decision concerning financial management as well as evaluation of the business performance based on these three product lines; therefore, the reportable segments are video IoT, security convergence and other.
| b) | Measurement of segment information |
The Group evaluates the performance of the operating segments based on a measure of revenue and income before tax, in a manner consistent with that in the statement of income. The accounting policies of the operating segments are in agreement with the significant accounting policies in the consolidated financial statements for the year ended December 31, 2023. Sale transactions among segments are based on arms-length principle.
~66~
| c) | Reconciliation of segment income, assets and liabilities |
| Six months ended June 30, 2024 | ||||||||||||||||||||
| Security Convergence | Video IoT | Other segment (Note 1) | Adjustment and write-off (Note 2) | Consolidation | ||||||||||||||||
| Revenue from external customers | $ | $ | $ | $ | $ | |||||||||||||||
| Inter-segment revenue | ( | ) | ||||||||||||||||||
| Total segment revenue | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
| Segment gain (loss) before tax | $ | $ | $ | ( | ) | $ | $ | |||||||||||||
| Segment including: | ||||||||||||||||||||
| Depreciation | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||
| Amortization | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||
| Interest income | $ | $ | $ | $ | $ | |||||||||||||||
| Interest expense | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||
| Tax expense | $ | $ | $ | $ | ||||||||||||||||
| Segment assets | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
| Segment liabilities | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
~67~
| Six months ended June 30, 2023 | ||||||||||||||||||||
| Security Convergence |
Video IoT | Other segment (Note 1) |
Adjustment and write-off (Note 2) |
Consolidation | ||||||||||||||||
| Revenue from external customers | $ | $ | $ | $ | $ | |||||||||||||||
| Inter-segment revenue | ( |
) | ||||||||||||||||||
| Total segment revenue | $ | $ | $ | $ | ( |
) | $ | |||||||||||||
| Segment loss before tax | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | $ | |||||||||
| Segment including: | ||||||||||||||||||||
| Depreciation | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | |||||||
| Amortization | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | |||||||
| Interest income | $ | $ | $ | $ | $ | |||||||||||||||
| Interest expense | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | |||||||
| Tax expense | $ | $ | $ | $ | $ | ( |
) | |||||||||||||
| Segment assets | $ | $ | $ | $ | ( |
) | $ | |||||||||||||
| Segment liabilities | $ | $ | $ | $ | ( |
) | $ | |||||||||||||
| Note 1: |
| Note 2: | |
| d) | Reconciliation for segment income (loss) |
| i) | Sales between segments are carried out at arm’s length. The revenue from external customers reported to the chief operating decision-maker is measured in a manner consistent with that in the statement of comprehensive income. |
| ii) | Please refer to Note 35 c) for information on total consolidated profit or loss after reconciliation and reconciliation for profit after tax of reportable segments during the current period. |
| e) | Information on product and service |
The main businesses of the Group are providing information, software and data processing services. Please refer to Note 20 for the disclosure information by products and services.
~68~