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104 Annual Report 2020

Aug 30, 2021

52296_rns_2021-08-30_3ecde3ff-5679-4203-b530-7186e490b77c.pdf

Annual Report

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I. Spokesperson

Name: Rocky Yang

Title: Chairman Tel: (02) 2912-6104 Email: [email protected]

Deputy Spokesperson

Name: Tiffany Lin

Title: Senior Vice President & Chief Financial Officer Tel: (02) 2912-6104 E-mail: [email protected]

II. Address and telephone number

Address: 10F, No.119-1, Baozhong Rd., Xindian Dist., New Taipei City, Taiwan, R.O.C. Tel: (02) 2912-6104

III.Share transfer agency

Name: Fubon Securities Co., Ltd., Shareholder Administration Department

Address: 2F, No.17, Xuchang Street, Zhongzheng District, Taipei City

Website: http://www.fubon.com

Tel: (02) 2361-1300

IV. Auditors

Name: Min-Ju Chao, CPA and Lily Lu, CPA

CPA Firm: KPMG

Address: 68F, No.7, Sec. 5, Xinyi Road, Xinyi District, Taipei City

Website: http://www.kpmg.com.tw Tel: (02) 8101-6666

  • V. The name of any exchanges where the company's securities are traded offshore, and the method by which to access information on said offshore securities: N/A.

VI. Website: http://corp.104.com.tw

104 Corporation Table of Contents

I. Letter to Shareholders ............................................................................................................... 1 II. Company Profile ....................................................................................................................... 9 III.Corporate Governance Report ............................................................................................. 12 1. Organization ........................................................................................................................... 12 2. Directors, Supervisors, and Management Team ..................................................................... 14 3. Remuneration paid during the most recent fiscal year to Directors, Supervisors, General Managers, and Vice Presidents ............................................................................................... 25 4. Implementation of Corporate Governance ............................................................................. 33 5. Information on CPA professional fees .................................................................................... 83 6. Information on replacement of certified public accountant ................................................... 83 7. Information of the Company's chairman, general manager, or any managerial officer in charge of finance or accounting matters who has in the most recent year held a position at the accounting firm of its certified public accountant or at an affiliated enterprise ............... 84 8. Any transfer of equity interests and pledge of and change in equity interests by a director, supervisor, managerial officer, and shareholder with a stake of more than 10 percent during the most recent fiscal year and up to the date of the annual report printed ............................ 85 9. Relationship information, among the Company's 10 largest shareholders any one is a related party or a relative within the second degree of kinship of another ............................. 87 10.The total number of shares held in any single enterprise by the Company, its directors and supervisors, managers, and any companies controlled either directly or indirectly by the Company................................................................................................................................. 88 IV. Funding Status ....................................................................................................................... 89 1. Capital and Shares .................................................................................................................. 89 2. Issuance of Corporate Bonds .................................................................................................. 93 3. Issuance of Preferred Shares .................................................................................................. 93 4. Issuance of Global Depository Receipts ................................................................................. 93 5. Status of Employee Stock Option........................................................................................... 93 6. Status of Restricted Employee Shares .................................................................................... 93 7. Status of New Share Issuance in Connection with Mergers and Acquisitions ....................... 94 8. Financing Plans and Implementation ..................................................................................... 94 V. Operational Highlights ........................................................................................................... 94 1. Business Activities.................................................................................................................. 94 2. Market and Sales Overview.................................................................................................. 105 3. Human Resources .................................................................................................................. 111

  1. Environmental Protection Expenditure ................................................................................. 111 5. Labor Relations .....................................................................................................................112 6. Important Contracts ...............................................................................................................113 VI. Financial Information .......................................................................................................... 114 1. Five-Years Financial Summary .............................................................................................114 2. Fire-Year Financial Analysis .................................................................................................118 3. Supervisors' report for the most recent fiscal year ............................................................... 121 4. Consolidated Financial Statement for the Most Recent Fiscal Year .................................... 122 5. Financial Statement for the Most Recent Fiscal Year Audited by CPA ................................ 173 6. Financial conditions of the Company and its affiliates of the most recent fiscal year ......... 226 VII. Review of Financial Conditions, Financial Performance and Risk Management ....... 226 1. Financial position ................................................................................................................. 226 2. Financial performance .......................................................................................................... 226 3. Cash flow .............................................................................................................................. 227 4. Major capital expenditures during the most recent fiscal year ............................................. 227 5. Reinvestment policies, reasons for profit/loss, plans for improvement in the recent year and future investment plan in the coming year ........................................................................... 227 6. Analysis of risk management ............................................................................................... 227 7. Other Items ........................................................................................................................... 230 VIII. Special Items ..................................................................................................................... 231 1. Affiliated companies ............................................................................................................ 231 2. Private placement of securities in the most recent fiscal year and up to the date of the annual report printed............................................................................................................. 233 3. Holding or disposal of shares in the Company by the Company's subsidiaries in the most recent fiscal year and up to the date of the annual report printed ......................................... 233 4. Other matters that require additional description ................................................................. 233 IX. Material Matters that Impacted Shareholders' Equity or Securities Price in the Most Recent Fiscal Year and Up to the Date of the Annual Report Printed .......................... 233

I. Letter to Shareholders

i. Introduction

Dear shareholders:

Thank you for taking the time to attend the Company’s 2021 annual shareholders’ meeting. On behalf of 104 Corporation, I would like to welcome your attendance and advice.

ii. 2020 Business Report

1. Achievements of the implementation of the operational plan

In order to implement the three major missions of management, i.e. "commitment to career matchmaking, commitment to the elderly, and commitment to children". In 2020, 104 focused on developing the following service models:

(1) Career Mission

  1. Job/Talent Searching Services: COVID-19 epidemic has had a huge impact on various industries in 2020. The number of job opportunities at 104 Job Bank has decreased sharply from March to the bottom in May, and rebounded month by month. It returned to the level of the same period of the previous year in the fourth quarter. 2020 is a year of relative imbalance between the supply and demand of job/talent searching. The average monthly number of job openings on the platform has decreased by 4.6% year to year, while the number of job seekers has increased by 5% year to year. The difficulty of job searching is higher than that in the previous year. In order to assist job seekers to find ideal jobs and hiring enterprises to find suitable talents, 104 Corporation continues to promote the industry’s first suitable matchmaking services such as resume conformity and personality suitability, and, taking into account the quality and quantity of matchmaking, and continues to improve the usability of our products and optimizing user experience.

  2. A new version of the resume was launched in early 2020, and the resume format was changed to a flexible resume with personalization, graphics and text, customizable content, and free adjustment of the format. Therefore, service satisfaction and matchmaking numbers have increased. The addition of the message consulting function to the resume clinic service led to a 116% year-on-year growth in the number of people seeking consulting service, reaching 22,810 throughout the year. The video interview service was launched, hiring enterprises and job seekers can still arrange interviews with peace of mind and safety during the epidemic. “104 Job Search” APP have completed the revision by the end of 2020. The APP focuses on personalized recommendation work and full-time part-time segmentation functions to further improve job search efficiency and talent search effect. After verification, it has been fully launched on the Android platform in early January 2021. The revision of My104 functions has significantly improved the browsing experience of members using mobile devices. The revision of the Talent Searching Services homepage provides customers with a more diversified product and service value experience A new corporate social responsibility unit has been added to the page of hiring enterprises to allow customers to show their importance and dedication to the economy, environment and society, and to operate and strengthen the employer brands.

In summary, despite the impact of COVID-19 in 2020, which caused an imbalance in the supply and demand of job/talent searching, the number of matchmakings in the 104 Job Bank for the whole year can still maintain a year-to-year growth.

  1. Educational Services for Career Development: In 2020, 104 Job Searching Wizard (Nabi) launched person-job fit and skill learning services, including resume analysis, current job competitiveness analysis, future job competitiveness analysis, combined with algorithmic similarity interpretation and other technologies to create intelligent, accurate and targeted personal learning platform allows workers to clarify the direction of learning and further study, understand

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the gap between their own conditions and the needs of the enterprise, and provide focused learning resources. Career clinic Q&A platform was also launched to create a job categories-oriented professional Q&A community, inviting veterans in various fields to answer professional and career questions for juniors to enhance their competitiveness in the workplace. In 2020, a new career content service was launched and more than 2,000 high-quality articles have been posted, providing students, office workers and corporate human resources with rich, complete and diverse knowledge and quality content such as job searching strategies, workplace 360, workplace white papers, human resources charging, legal rights, etc. In 2020 for the Job Searching Wizard and our newly launched career learning services such as career clinics and workplace skills, the number of users and satisfaction levels have performed well and has continued to increase.

  1. Freelance Service: In response to the changes and demands of the diversified market for accepting projects, the 104 TOP platform continues to lower the barriers to entry for freelancers and solve the problem of authenticity of online listings, providing more tools to help users successfully receive cases. The initial products offered provide personal branding tools. In 2020, the category of freelance service has been expanded to serve more types of freelancing service, and focus on matchmaking service content. On the one hand, it can demonstrate its expertise of freelancing service, and on the other hand, it can promote the standardization of transactions, make communication between freelancers and buyers more convenient and more symmetrical.

  2. Be A Giver: 104 World of Work, resume clinic, career clinic, career academy, and other service platforms have roped in more than 6,000 Givers to share their knowledge voluntarily and freely, provide career consultation assistance with better interaction and feedback. 104 established fulltime operation Giver team in 2020 to allow Givers to grow through communication, training, learning, etc. in various online and offline activities and become retentive volunteers and receptive of the gratitude of 104. Under the circular benefits, not only is willing to actively share and promote the concept of "Be A Giver", but also expand from the original single service to cross-platform career assistance, establish its personal social responsibility image, and bring mutual assistance and positiveness to the workplace. Giver's dedicated service website (https://beagiver.104.com.tw/) was also officially launched at the end of 2020.

  3. Human Resource Management Platform: 104 HR Academy integrated professional consulting and big data, developed a series of e-information systems, management consulting tools, talent appraisal and functional development courses exclusively for HR units and enterprises, and provides services of a professional consulting team. In term of human resource management system, eHRMS integrated the needs of benchmarking enterprises in various industries, and used flexible parameter settings to meet the complex needs of the enterprises’ leave and salary calculations. Through the built-in workflow mechanism, it created an automated and paperless office environment, one-stop integration of education and training, resource management and welfare subsidy modules to provide a comprehensive human resources management system for the human resources department. In addition, the human resource cloud management platform HR Portal is a one-stop work management platform developed specifically for small and medium enterprises, helping small and medium enterprises to reduce the cumbersome personnel operations and reduce the error rate of operations. By the end of 2020, there were more than 2,000 users.

  4. Executive Recruiting Service: The 104 Executive Recruiting Service team is committed to proactively recruiting mid-and-top management personnel and key talents for enterprises. In 2020, despite the lower demand for executive recruiting in the consumer industry due to the impact of COVID-19, the overall performance will be the second highest in history (second only to 2019). In the future, we will continue to leverage the synergies of the multiple sites in Taipei, Hsinchu, and Taichung, strengthen the advantages of local services, and continue to expand business opportunities for executive recruiting.

(2) Elderly Mission

1. Senior Care Bank Platform: 104 Senior Business Development Department continued to promote the self-supporting Coach Caregiver service in 2020. Through seven cases of elders with different

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care requirements (stroke, dementia, frailty, fractures), it is proved that this model can help elders and their families achieve a better quality of life. Coach Caregiver is a new service model for the caregiver industry. From the initial request of Coach Caregiver phone interviews to the production of a customized care service plan, the elderly and primary caregivers are able to clearly understand the direction and specific methods of follow-up services. They can also discuss with the Coach Caregiver the approach with which each service would contribute to the overall caregiving objective. After a service period of three months, a comprehensive service results report will be provided for caregivers, which sets out the progress and specific recordings of the elderly during the service period, and they can review the course of their efforts together. At the same time, we actively strengthened the promotion of caregiving, so more caregivers can see the exclusive job opportunities on the 104 website of Coach Caregiver Service for Seniors with single-category job seeking platform.

In addition, the mission of the senior business is not to be forgotten, to attract caregivers and care organizations to understand the self-supporting care model, and to cooperate with Hungkuang University to create the first self-supporting care certification in the care industry, and to establish rigorous institutions and individuals certification standards, it is hoped that through the certification system, certified caregivers and organizations can practice the self-supporting care model, so more families in need of care in Taiwan will benefit. In 2020, a total of 44 new family care services was added, 19 self-supporting care organizations and 38 self-supporting caregivers have been certified, and 3 corporate care non-leaving activities was held. Self-supporting has become the standard care method designated by the elderly and their families.

2. Exclusive Platform for Seniors: In 2020, the number of people over 55 in Taiwan was 1.3 million more than those under 25, and the gap continues to widen every year. However, the average retirement age in Taiwan is about 60, and the labor participation rate over 65 is only about 8-10%, which is 20% more than in neighboring countries such as Japan and Singapore, and 30% more than in South Korea. There is a significant gap and the world is already facing the social phenomenon of aging. Therefore, 104 Seniors that allows retirees to develop their skills has been launched, to provide capable senior manpower over 55 years old. Through the Senior Platform or new model, senior manpower can continue to contribute their experience and abilities and help companies or people in need. After the launch, it received tremendous appreciation in the market. In combination with the optimized matchmaking algorithms, search functions and the increased usage of 104 Job Bank are helping seniors explore new career opportunities. In 2020, the number of service requirements have increased by 60 to 80% in the areas like gallery tour guides, gourmet chefs, miscellaneous skills, and consultants etc. About 330 retirees have already provided more than 4,800 services, to more than 30,000 users willing to pay for them. In the same year, the platform provided educational support and verification process for the seniors, but the plan to evaluate and employ seniors, through the platform, is already under consideration. The first batch of seniors has already cleared the educational phase. Negotiations with willing enterprises are already in progress for seniors who wish to add value and return to being part of the workforce. We also cooperated with enterprises to recruit and train retirees, so they can truly enter the first-line on-site service. After one or two months of internship and service, there will be opportunities to work in the catering service industry in the future and let them shine again.

(3) Children Mission

104 World of Work: To help children explore their talents and find the direction of learning, 104 World of Work in 2020 allowed 8,306 high school and vocational high school students and 8,506 elementary and middle school students to explore occupations and subjects that suit their talents through accumulated big data from various industries by 104. In addition, through the “Be a Giver” event, we called on more than 1,700 career volunteers to help answer 776 career questions from children through online Q&A sessions in 2020. In addition, 215 volunteers entered 69 middle and high schools to share career opportunities and stories with students in 342 classes. A series of activities to simulate career experiences have been designed by career volunteers every summer vacation to assist more than 200 middle, general and vocational high school students from Boyo

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social welfare foundation to discover all kinds of careers. In 2020, the junior year interest analysis service was launched, so students can also consider their personal interests and career paths in addition to selecting university departments based on their grades.

2. Financial Performance

The consolidated revenue for 2020 was NT$1,634,481 thousand, remaining steady compared to the same period in 2019. The consolidated operating income for 2020 was NT$287,265 million, down 11% from the consolidated operating income of NT$321,643 thousand for 2019. The consolidated net income for 2020 was NT$256,170 thousand, down 10% from the consolidated net income of NT$287,266 thousand for 2019. The decreases of net income were mainly due to the adverse impact of Covid-19 on industries, the number of corporate listings declined, and the revenue was below expectation.

Unit: NT$1,000
2019

1,636,383

321,643

335,934

48,668

287,266

11

19

101

18

8.62
Consolidated Income Statement 2020 2019
Operating revenue 1,634,481
1,636,383
Operating income 287,265
321,643
Net income before tax 302,513
335,934
Income tax expense 46,343
48,668
Net income 256,170
287,266
Return on assets (%) 10
11
Return on shareholders’ equity (%) 17
19
Pre-tax income to paid-in capital (%) 91
101
Net margin (%) 16
18
Basic EPS (after Tax) (NT$) 7.80
8.62

3. Research and Development Results

The successful technologies or products developed in 2020 include:

(1) Job/talent searching service:

  1. Flexible Resume: To meet the needs of job seekers to show their own characteristics, 104 has upgraded the resume comprehensively. The new personal business card makes the resume not only professional, but also more beautiful. Customized content allows job seekers to use learning courses, volunteer experience, hobbies, and award-winning deeds without being limited to traditional formats. The layout design of the resume is more flexible and easier, and there are many styles to choose from. The concise presentation of the resume will not only help job seekers enrich their achievement records, but also be more attractive, but also help enterprises to identify and find the talents they need quicker.

  2. Video Interview Service: Provides a simple video interview service, allowing recruiting enterprises and job seekers to conduct remote interviews through the Internet, saving each other's traffic and waiting time, and improving recruitment efficiency. It also allows recruiting enterprises and job seekers to arrange face-to-face interviews more securely and safely during the epidemic.

  3. Employer Brand Report: Use scientific data to measure corporate brand and talent market dynamics. The big data database including resumes and user behaviors are calculated through selfdeveloped algorithms to obtain indicators such as the attractiveness of the enterprise to the outside and the retention of employees, provides the enterprise as a reference for human resource management and formulation of human resources strategies.

  4. Natural Language Understanding Searching System: To improve the matching effect, use NLP

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technology to identify the user's semantics, analyze the keywords for classification, and retrieve the key fields of the data set respectively, and provide the most suitable result according to the relevance and the matching rate. Currently, this system has achieved excellent results in job search and company search and continues to be applied to other fields.

  1. Resume Suitability Evaluation System: Extract information about the job vacancies and resume content of 104 Job Bank, build language models through deep learning, and use semantic information to provide information reports of various dimensions for talent seeking and job seeking. The report contains matching scores for job vacancies and resumes, which is convenient for users to quickly filter suitable job vacancies or resumes. It also provides keywords, etc. to help job seekers evaluate whether their resumes are suitable for the job, or which related skills and tools they can learn to improve their competitiveness.

  2. Resume Recommendation Job Category System: Based on the content information of the resume, a job classification model is established through deep learning. After the job seeker fills in the resume, the system can suggest suitable job categories for the job seekers to refer to and review, and check the accurate and relevant key job categories to improve the opportunity for the enterprise to see.

  3. (2) Educational services for career development:

  4. Industry and Job Category Label Recommendation System: Based on the job vacancy content in the Job bank, deep learning is used to establish a recommendation model to recommend job vacancy corresponding skills, tools, and professional accreditation labels, so users can quickly understand the popular key capabilities generally required by various industries, occupations, and enterprises in the market.

  5. Automatic Generation of Text Labels and Link Learning Content Mechanism: There are no fixed rules for the unstructured data phrases of job vacancies, so text labels such as development skills, tools, professional accreditation, etc. are automatically generated, and the learning resource page technology is automatically generated. Through this technology, in addition to forming a label for the formed phrase, the phrase string can automatically search for API links through third-party learning resources, and automatically obtain related learning resources.

  6. Personalized Recommendation System for Career Content: Integrates user behavior analysis technology and natural language processing AI technology, and automatically analyzes the user’s preference for question-and-answer types on the website for users of career clinic, automatically provides optimized content when users browse the website.

  7. (3)104 TOP Platform: Provide rich and personalized personal file posting functions, and integrate the freelance management system, online real-time communication function and evaluation function, so transactions are easy to manage, and business opportunities will not be missed. It also builds its own content platform and regularly provides freelance market trends and other relevant learning information.

  8. (4) 104 World of Work: A career interest point analysis mechanism has been developed for senior high school students, so when students choose a university department, in addition to the performance considerations, they can also take two important factors in consideration which are career interest and the career path after graduation.

  9. (5) Optimized Human Resources Cloud Management Platform: The platform for key human resources indicators was completed at the end of November 2020, and 330,000 customers can enter the human resources key indicator platform to query the employer brand's talent attractiveness and employee retention data report. It also incorporates data on four major indicators such as personality suitability, functional potential, employee satisfaction, and engagement, so customers can understand the quality of content talents and the status of the management environment, and enhance the competitiveness of the customer’s employer brand by improving these four indicators.

  10. (6) Develop the human resources market - HR One-stop Solution Platform: In 2020, the human resources market service reached hundreds of thousands of customers, assisted small and medium enterprises

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to solve operational problems through data-based diagnosis, and provided courses and consulting services suitable for enterprises.

  • (7) Optimized HR Portal - Assessment Center:

  • The corporate norm module has assisted more than 6,000 customers to establish nearly 10,000 jobspecific norms. Companies can integrate the VIP recruitment system and evaluation system to determine the job suitability of candidates.

  • Companies build their own norm modules to help companies effectively predict candidates’ future performance or long-term compliance status through accurate comparisons.

  • Group reports help companies understand the strengths and weaknesses of specific departments in terms of character and function, develop management plans for projects with weak character, and plan training paths for projects with weak functions.

  • (8) Mid- and High-level Talents and Enterprise Talent Gathering Business Model: To provide enterprises and mid- and high-level talents with more comprehensive services, we will develop and construct 104 High-level Talents service business model. The basic connotation and structure are based on the spirit of reserving future jobs for mid- and high-level personnel and the key talents needed by the enterprise in the future, develop an online service mechanism that combines the connotation of talent hunting experience, and try to integrate the talent recruiting platform so the product provides a triple-win advantage of professional consultants, 104 middle and high-end users, and enterprise talents; By developing this business model, testing the market response, and at the same time calculating the indepth expectations of the high-level talents in the Job Bank for future career development needs, and the conformity of the company’s reserve talent positions, the expectation is to successfully construct a business model platform and enterprise reserve talent management operating system. It is hoped that through the establishment of new business models, the breakpoint of future job search can be shortened to zero time difference.

  • (9) Senior Business Development Department: In 2020, the following product development was completed:

  • Coach Caregiver Service website has been fully revised and optimized and market demand tested.

  • Establishment of self-supporting care certification mechanism - Personal certification standards and institutional certification standards.

  • Establishment of self-support certification system – Front-end caregiver application, written test mechanism, back-end certification and database management.

  • Coach Caregiver Service website - New long-term care employment expo recruitment activity page.

  • Coach Caregiver business model - Actual cases (updated from time to time).

  • Help center optimization - New inquiry and care expert introduction page.

  • The establishment of an application mechanism for caregivers and the cascade connection with the membership mechanism of 104 Job Bank.

  • (10) Exclusive Platform for Seniors: As a third-party matching platform, 104 Senior expects to provide senior retirees (teachers) and users who are willing to use senior service an efficient and friendly matching environment and a platform that can provide services allow the value of retirees to be known to the general public, and both parties can benefit a lot in the process. The technologies invested in this project include:

  • Innovative course service - customer data platform (CDP) integrated course intelligent matching recommendation mechanism calculation technology development.

  • Development of course subject forecasting calculation technology.

  • Development of intelligent course orientation platform and course material optimization.

  • Development of after-class smart business dynamics Dashboard analysis module.

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iii. The Company’s Development Strategies and Future Prospects

1. The Company’s Development Strategies

In terms of Job Bank, the company has been continuously expanding the scale of supply and demand for job/talent searching platform and the market penetration rate of each user group For improving matching efficiency, we will continue to optimize our intelligent search rankings and personalized recommendation technology, making it easier for recruitment enterprises and job applicants to complete the appropriate matching. We will also continue to promote the industry’s first matchmaking service for resume and personality suitability, taking into account the quality and quantity of matchmaking. In terms of enhancing the experience of product service use, we will continue to optimize our resume and resume clinic, making it easier for job applicants to demonstrate their strengths and characteristics, and receive guidance and assistance from veterans in a timely manner when they encounter difficulties in writing resumes. We will continue to optimize the company pages, company reviews, and employer brand to make it easier for recruiting enterprises to show their strengths and characteristics, and to understand the current issues that enterprises may encounter in attracting and retaining talents from multiple angles, so they can more accurately address problems and improve in a timely manner and enhance the employer brand of the enterprise. We continue to strengthen the usability of cross-device products such as mobile apps, mobile web pages, and PC web pages, and increase product/service differentiation.

We have also constructed the brand-new 104 TOP platform, covering 104 Outsourcing and 104 Tutor for the freelance needs to provide better quality of service and user experiences. We actively develop and promote Educational Services for Career Development, including new product service portfolios such as job searching wizard, career clinics, and workplace skills. After helping job seekers find a job, they can continue to learn, absorb new knowledge, and ask seniors questions in time to enhance their competitiveness in the workplace. So, they can also find better jobs when they change jobs in the future. 104 will also provide complete career services for college students, combined with the advantages accumulated by 104 Job Bank in job/talent searching, through cooperation with schools, enterprises, and non-profit organizations (such as GOLF Industry-University Cooperation Alliance, Rotary Club...), etc., students can have their dedicated career academy during their studies. Unlocking personal talents from self-exploration through online services and physical student courses; finding career directions suitable for personal talents from World of Work; gaining skills and abilities and understanding of industries, companies, occupations through physical and online courses from 104 seminars; as well as accumulating the work experience and further developing their own competitiveness during the period of internship. We sincerely hope every fresh graduate in Taiwan can develop to their full potential in their respective careers, and eventually carry out the social responsibilities for nurturing the next generation.

As the application of big data becomes more popular, many foreign companies have used big data analysis technology in their human resource management strategies. Through the analysis, description, interpretation and prediction of data such as the evaluation system, it helps HR to select suitable talents more objectively and accurately. 104 HR Academy is committed to transferring the domain know-how of human resources, assisting companies in development strategies and decisions, and implementing the system of selection, use, education, and retention.

For executive recruiting service, if the epidemic is controlled in 2021 and the lockdown is lifted, it will help activate the high-level talent market. Executive recruiting service will also closely observe the economic environment and industrial development to expand operational performance.

Senior Business Development Department will continue to actively promote, and hope that Taiwan will no longer be short of caregivers and make self-supporting care a standard care method designated by the elderly and their families. Therefore, the service has been expanded to three types: general care services (traditional do-it-yourself care), self-supporting care services, and coach caregiver services (innovative self-supporting care models). By providing three-level services at the same time to increase the scope of services, it is expected that in addition to meeting basic care needs, improve the care method: the concept of self-supporting care will be brought to the care of the family. Besides assisting the disability of the elderly, it also allows caregivers to get some resting time to achieve care balance.

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In terms of career navigation for seniors, in addition to the original way of leading the way, they also begin to plan, evaluate and try to increase perceptual and intellectual navigation tour. Besides providing them to general users, enterprises can make appointments for the tour. In addition, the introduction of senior consulting service allows seniors with rich management and professional experience in the past to use their past experience and projects through Career Clinic or Senior Platforms and reservations to assist office workers or job seekers in their career or work project problems, as well as the difficulties and bottlenecks encountered by company or organization development. In addition, the problem of Taiwan's aging population and declining birthrate has become more and more serious. The government also passed a special law for the middle-aged and senior citizens at the end of 2020 to solve the problem of manpower shortages faced by enterprises and help seniors to return to the workplace to contribute value. More and more companies have begun to invest in recruiting middleaged and senior-age workers, especially the service industry that has the greatest impact. Therefore, the 104 Senior will give priority to the service industry in assisting enterprises to advance senior employment, and launch the "Senior Service Providers" to verify and test how to assist the service industry to smoothly hire the senior manpower.

2. Future Prospects

104 management team will continue to work together, always pay attention to social situation and changes, maintain flexible resilience, aim at sustainable development, create a happy and friendly working environment for employees, continue to optimize the breadth of services, meet customer needs in order to improve market share, increase the influence, and become the leading brand of human resources in the Chinese region, and create a good environment for customers, shareholders and all stakeholders, and fulfill the social responsibilities of corporate citizens.

Chairman: Rocky Yang

General Manager: Rocky Yang

Chief Accountant: Tiffany Lin

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II. Company Profile

1. Date of Incorporation : October 30, 1993.

2. Company History

October 1993 Founded Askforce Corporation with capital of NT$1.5 million.
September 1998 Changed Limited Company to Corporation and increased paid-up capital to
NT$5 million with cash capital increase of NT$3.5 million.
August 2000 Changed the company’s name to “104 Corporation”.
December 2000 Awarded “OutstandingI.T. Applications and Product Award”.
July 2001 Approved by Securities and Futures Commission to complete supplementary
procedures for classification as a public company with cash capital increase of
NT$95 million, authorized capital of NT$300 million, and paid-up capital of
NT$100 million.
August 2002 Increased paid-up capital to NT$115 million through capitalization of retained
earnings of NT$15 million.
April 2003 Established “104 Human Resource Corporation”.
August 2003 Increased paid-up capital to NT$130 million through capitalization of retained
earnings NT$15 million.
August 2004 Increased paid-up capital to NT$240 million with cash capital increase of
NT$10 million and through capitalization of retained earnings NT$100 million.
October 2004 Listed on Gre Tai Securities Market as a “Communication and Internet
industry”stock.
January 2005 Established “104 Learn Corporation” after resolution from the Board of
Directors.
July 2005 Increased paid-up capital to NT$300 million through capitalization of retained
earnings NT$60 million.
February 2006 Conducted cash capital increase of NT$37.5 million with paid-up capital of
NT$337.5 million and became the first Internet company listed on Taiwan
Securities Exchange.
December 2006 Invested in China subsidiary “Redpoint Information” through Samoa
reinvested company to enter China's online recruitment market and expand the
scale.
April 2007 Invested directly in the China subsidiary “104 Human Resource Consultancy
(Shanghai)”.
December 2007 Invested in “104 Consulting Corporation” to focus on research and
development of new products.
December 2008 Ranked 2nd in Taiwan A+ Best 73 Earners byGlobal Views Magazine.
November 2009 104 Excellent Talent Resource Website was awarded the 9th “e-21 Gold
Website Award”by the Ministry of Economic Affairs.
December 2009 Awarded “Taiwan Innovative Service Supplier in 2009” by the Ministry of
Economic Affairs and Industrial Technology and Research Institute.
March 2011 Became the first Job Bank to develop and launch mobile platform for job
seeking to enable job seekers to easilyfind jobs.

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June 2011 Ranked 4th in Internet information provider industry of “2011 the Largest
Corporations in Taiwan”.
October 2011 Ranked top 1 of “2011 Best Job Bank Website” in service sector survey by
Global Views Magazine.
December 2011 Awarded the 4th Good Brand of Commerce and Service Industry by Ministry
of Economic Affairs.
June 2012 Obtained the 9th National Brand Yushan Award in “Outstanding Enterprise”
and“TheMostPopular Brand”.
June 2012 Obtained Gold Award of 2012 i-Service.
June 2012 Ranked 6th in Internet information provider industry category of “2012 the
Largest Corporations in Taiwan”.
October 2012 Obtained First Prize in “Outstanding Enterprise” category of the 9th National
Brand Yushan Award.
January 2013 Awarded the international standard ISO 27001 information security
management system certification.
January 2013 “104 Job Search” APP was awarded “Best Interactive UI Interface” of “2012
Chinese Mobile APP Prize”.
May2013 Awarded 2013 CSR Award-Work in Health byGlobal Views Magazine.
June 2013 Obtained “Gold Award” of 2013 i-Service byCommercial Times.
June 2013 “You may not be the best, but you are certainly very unique.” won 2013 Best
Advertising Slogan.
July 2013 Ranked 5th in Internet information provider industry category of “2013 the
Largest Corporations in Taiwan”by China Credit Information Service Ltd.
December 2013 Obtained Top Ten Outstanding Enterprise Award of the 11th Golden Torch
Awards.
January2014 “Dream Cradle” went online.
April 2014 Awarded 2014 CSR Award-SME Award byGlobal Views Magazine.
June 2014 Awarded “Gold Award” of 2014 i-Service byCommercial Times.
October 2014 “104 Career Community” went online.
June 2015 Awarded “Gold Award” of 2013 i-Service byCommercial Times.
July 2015 Awarded “2015 Outstanding Business Entities Using E-invoices” by Ministry
of Finance.
September 2015 “HR Portal” went online.
January 2016 Obtained Creativity Award of “2015 ROI Festival” and Silver Award in the
category of Innovation Award of “2015Agency &Advertiser”.
July 2016 Awarded “Gold Award” of The Best Service in Taiwan 2016, Commercial
Times.
September 2016 Awarded “LOHAS Work” and “LOHAS Family” awards for Work-Life
Balance Awards 2016 by the Ministry of Labor.
October 2016 Awarded “Silver Medal” in 2016 for Talent Quality-management System
(TTQS) Evaluation by the Ministry of Labor.
December 2016 Awarded Highest Honors in 2016 for Nursing Room Evaluation by New Taipei
City Government.

-10-

January 2017 “Be A Giver_Not very good 25 years old, who has not had?”
Google hosted The most successful ad video of YouTube in Taiwan in the
fourth quarter 2016.
July2017 2017 Asia-Pacific ISLA™ held annuallyby (ISC)².
October 2017 2017 CSR Impact Award.
December 2017 2017 National Talent Development Awards.
December 2017 Awarded 2017 “Health Promotion Badge”, a health career attestation, by the
Health Promotion Administration, Ministry of Health and Welfare.
February 2018 Personal Information Management System - BS 10012:2017
PrivacyFramework - ISO/IEC29100.
October 2018 The Corporate of FamilyFriendlyExcellence Award.
October 2018 2018 Work-Life Balance Award.
December 2018 2018 BSI Award.
December 2019 2019 TTQS Enterprise Version,Gold.
December 2019 2019 BSI Award.
April 2020 104 resume clinic rewarded the "Social Return on Investment" (SROI)
certification fromthe"InternationalSocialValueInstitute".
December 2020 2020 National Talent Development Awards.

-11-

III.Corporate Governance Report

1. Organization

(1)Organizational Chart

==> picture [713 x 406] intentionally omitted <==

----- Start of picture text -----

Shareholders’ meeting
Supervisors
Remuneration
Board of Directors
Committee
Auditing Office
Chief Corporate
Governance Chairman Corporate
Governance and
Officer
Sustainable
Development
General Manager Committee
Platform and Administration
Online Service
Consultation Management
Business Group
Business Group Business Group
----- End of picture text -----

-12-

(2)Major Corporate Functions
Department Major Functions
Online Service Business
Group		 Responsible for strategic planning, research and development, marketing and promotion of online recruiting and job seeking products and services.
Platform and Consultation
Business Group		 1.Responsible for HR cloud-computing management platform, HR system and consulting services, executive search and project recruitment services.
2.Responsible for strategic planning, research and development, marketing and promotion of Elderly Platform Matching with butlers and health prevention for senior
care and senior learning services, and Coach Caregiver training.
3.104 Senior: Provide over 55 years of age seniors, which can be provided to C or B services by atypical (guide, consultant, etc.) or appointment (dispatch) and
generate income or value.
Administration Management
Business Group		 1.Financial Management: annual budgeting, business management, accounting, tax planning, treasury and capital allocation, financing, mid- to long-term capital and
reinvestment planning, subsidiary management, and management of shareholding tasks.
2.Corporate Governance and Sustainable Development: planning of Board (including Remuneration Committee) meeting and shareholders’ meeting, establishment
and promotion of sustainable development and related corporate governance code (including Code of Practice on Corporate Governance, Principles of Integrity
Operation, and Principles of Ethical Behavior), and corporate website planning and management for both Chinese and English versions planning.
3.Human Resources Management and General Procurement: organizational design and development, employer brand management, recruitment, training and
development, salary and benefit, employee relationship, diversity inclusiveness, assets management, health promotion, friendly and healthy workplace, general
administrative tasks, and procurement management.
4.Information Services and Management: responsible for planning, design, development/construction, management, and maintenance of group-wide internal and
external information services and website/system/database/security architecture/one-stop sign-in center; ensuring quality of all external program services;
construction and maintenance of data center/public cloud; introduction and implementation of information security and personal information protection management
systems.
5.Enhance brand value and increase brand awareness and favorability through relevant marketing activities, public issues, PR and public promotions.
Auditing Office 1.Responsible for establishment, promotion and supervision of the company's and its subsidiaries' internal control systems.
2.Supervise and help departments and subsidiaries establish, maintain, and implement internal control and implement self-evaluate operations.
3.Draw up auditing plans and implement internal audit based on risk levels, and make suggestions for improvement and continue to track the process according to
auditing results.

-13-

2. Directors, Supervisors, and Management Team

(1) Directors and Supervisors

A. Directors and Supervisors: March 31, 2021
Shares currently held Shares h eld in the Executives, directors or supervisors
Shares held upon
Shares currently held
by spouse and minor		 name o f other
who are sp
ouses or a relative within the
Job Nationality First election children per sons Education and work Current positions in the company sec ond degree of kinship

Date Note
Title or place of Name Gender elected Term elected experiences
and/or in any other company
registration date
Shares Percentage Shares Percentage Shares Percentage Shares Percentage Title Name Relation
Rock Ma Aug.
11.37%
4,495,402
13.54%
4,495,401
13.54%
－		 － Education: Bachelor of
Foreign Languages &
Literature at Cheng Kung
Universit
The company: General Manager
Other companies: Chairman and
General Manager of 104 Consulting
Corporation; Executive Director and
Legal Representative of Redpoint
Information Technology (Shanghai)
Co., Ltd.; Chairman and Legal
Representative of 104 Human		 － － － The chairman of the
board has temporarily
assumed the position
of general manager
since the former
general manager has
retired. The Company
has a succession plan
for high potential
Chairman R.O.C. y
Yang		 Male y
30, 2018		 3 Year 14,
2000		 3,773,157 y
Work Experience:
Manager of Tailami
Laminex Co., Ltd.;
Manager of SUNREX		 employees in place
and has been
evaluating the
succession status
annually to ensure
that over 50% of the
directors are not
concurrently
employees or
managers.
Resources Consultancy (Shanghai) Co.,
Ltd.; Chairman of 104 Hope
Foundation; Chairman of Askforce
Corporation; Director of Tian Mei
Charity Foundation
3 Year Aug.
14,
2000		 246,167
0.74%
252,271
0.76%
－		 － － － Education: LL.M, The
University of Houston,
Law Center, Texas,
U.S.A
Work Experience:
Managing Director, Su &		 The company: Chief Legal Officer
Other companies: Director of 104
 － － －
Director R.O.C. Steven
Su		 Male May
30, 2018
Yeh Law Firm; General		 Consulting Corporation; Supervisor of
104 Human Resource Consultancy
(Shanghai) Co., Ltd.; Director of 104
Hope Foundation
Manager of 104
Consulting Corporation;
Adjunct Instructor of
Vanung University and
Hwa Hsia University of
Technology

-14-

Shares currently held Shares h eld in the Executives, directors or supervisors
Shares held upon
Shares currently held
by spouse and minor		 name o f other
who are sp
ouses or a relative within the
Job Nationality First election children per sons Education and work Current positions in the company sec ond degree of kinship

Date Note
Title or place of Name Gender elected Term elected experiences
and/or in any other company
registration date
Shares Percentage Shares Percentage Shares Percentage Shares Percentage Title Name Relation
3 Year May
16,
2005		 143,240
0.43%
132,240
0.40%
76,000
0.23%
－		 － Education: M.A － － －
European Study
Katholieke Universiteit
Leuven, Belgium The company: None
Work experiences: Other companies: Supervisors of 104
Director R.O.C. Simon Male May Business Director Consulting Corporation; Director of B
Juan 30, 2018 (China) of Digital Current Impact Investment Inc.;
Imaging System, Philips Director of Tian Mei Charity
China; General Manager Foundation
of 104 Corporation,
Director of 104 Hope
Foundation
3 Year June
9,
2011		 － － － － － － － － Education: Bachelor of The company: None
Other companies: Director-Greenfield
Japan Kabushiki Kaisha; Director-
JcbNext Pte Ltd, Singapore		 － － －
Mechanical Engineering,
University of Texas at
Austin; Master of
Mechanical Engineering,
Massachusetts Institute
of Technology
Work Experience:
Kendall International
regional director of sales
Director Malaysia Mark
Chang		 Male May
30, 2018
and marketing for
Malaysia; Executive
Director and Chief
Executive Officer-
JcbNext Berhad;
Director-Innity Bhd,
Malaysia; Independent
Director-Vitrox corp
Bhd, Malaysia;
Independent Director-
MOL Global

-15-

Shares currently held Shares h eld in the Executives, directors or supervisors
Shares held upon
Shares currently held
by spouse
and minor		 name o f other
who are sp
ouses or a relative within the
Job Nationality First election chil dren per sons Education and work Current positions in the company sec ond degree of kinship

Date Note
Title or place of Name Gender elected Term elected experiences
and/or in any other company
registration date
Shares Percentage Shares Percentage Shares Percentage Shares Percentage Title Name Relation
3 Year May
30,
2018		 － － － － － － － － The company: Member of
Remuneration Committee

－		 － －
Other companies: President of Taiwan
Home Service Strategic Alliance;
Director and CEO of Yunlin Elder
Education: Master of The
Welfare Protection Association; CEO of
Social Welfare Institute,
Chun-Tai Social Welfare Foundation,
Yunlin County Private; Chairman of
National Chung Cheng
University
Work Experience: Vice
President of Taiwan
Don-Zen Senior Citizen’s Home, Yunlin
County Private; President of Taiwan
Self-Reliance Care Professional
Development Association; Supervisor
of Formosan Association of Care and
Education for the Seniors; Part-Time
Independent
Director
R.O.C.		 Chin-Li
Lin		 Male May
30, 2018		 Home Service Strategic
Alliance; President of
Yunlin Elder Welfare
Protection Association;
Executive Director of
Lecturer of The Department of Golden-
Ager Industry Management, Chaoyang
Don-Zen Senior Citizen's
University of Technology; Members of
Home, Yunlin County
Private
The Long Term Care Promotion
Committee of Executive Yuan; Adjunct
Consultant of Ministry of Health
Welfare; Consultant of Taipei City
Government; Consultant of Yunlin
County Government
3 Year May
30,
2018		 － － － － － － － － Education: Master of
Science, Computer
Science & Information
Engineering, National
Taiwan University;
EMBA of International
Business, College of
Management, National
Taiwan University
Working Experience:
Vice President of		 The company: Member of
Remuneration Committee		 － － －
Other companies: Director of Shu Mei
Independent
R.O.C.		 Sean Male May Culture & Art Foundation; Director of
Director Lien 30, 2018
Farobot Inc.; President of gTech
Velocity, APAC;Independent Director/
Member of Remuneration and Audit
Committee of ADLink Technology Inc.
ShiningTech Technology;
Vice President of Yam
Digital Technology
Askforce 3 Year June
11,
2008		 2,427,344
7.31%
2,427,344
7.31%
－		 － － － － － － － －
Corporat
ion
R M － － － － － － － － Education: Department
of Accounting, Ming
Chuan University
Work Experience: CPA
of Daryar Accounting
Firm		 The company: None － － －
Supervisor R.O.C. eprese
ntative:		 ay
30 2018		 Other companies: Independent Director

Mei-		 Female , and Member of Remuneration
Committee and Audit Committee of
MPI Corporation; CPA of Daryar
AccountingFirm
Fan
g
Hsu

-16-

Shar es currently held Shares h eld in the Executives, directors or supervisors
Shares held upon
Shares currently held
by s
pouse
and minor		 name of other
who are sp
ouses or a relative within the
Job Nationality First ele ction chil dren per sons Education and work Current positions in the company sec ond degree of kinship

Date Note
Title or place of Name Gender elected Term elected experiences
and/or in any other company
registration date
Shares Percentage Shares Percentage Shar es Percentage Shares Percentage Title Name Relation
3 Year June
28,
2013		 － － － － － － － － Education: Master of
Law, Chinese Culture
University; Bachelor of		 The company: None
Other companies: Consultant of
Keelung City Government; Executive
Controller of Lawmaker Association;
Manager of TSS Office; Honorary
Consultant of The Legislative Yuan,
Republic of China (Taiwan)		 － － －
Public Finance, National
Chengchi University
Work Experience:
Member of Fair Trade
Zan-
Supervisor R.O.C. Syong Male May
30, 2018
Cai Commission; Executive
Yuan, Lawmaker &
Senior Consultant;
Associate Professor of
Economics, Chinese
Culture University
B. Major
Names of institutional shareholders Major shareholders of institutional shareholders
Askforce Corporation RockyYang15.91%, VickyKu 11.36%, Chien-Li Yang72.73%

C. Major shareholders in the table above who are the major shareholders of the institutional shareholders: None.

-17-

D. Directors and Supervisors:
Criteria Has more than 5 years of work experience and the
Independence criteria

following professional qualifications
An instructor or a A judge, prosecutor, Work
1		 2 3 4 5 6 7 8 9 10 11 12
higher post in a
lawyer, accountant, or		 experience Concurrently

private or public
other professional
necessary for
serving as the
college or practice or technician commerce,
independent
university in the that must undergo law, finance,
director of
field of national examinations accounting, or other public
commerce, law, and specialized license.
business of the		 companies
finance, Company
Name accounting, or

business of the
Company
Rocky Yang 0
Steven Su 0
Simon Juan 0
Mark Chang 0
Chin-Li Lin 0
Sean Lien 1
Mei-Fang Hsu 1
Zan-Syong Cai 0

During the two years before being elected or during the term of office, directors and supervisors of a public company must comply with the following conditions:

(1) Not an employed by the Company or its affiliates.

(2) Not a director or supervisor of the Company or its affiliates (not limited to the independent directors that are set in accordance with this regulation or local laws and regulations and serve in the Company and its parent company, subsidiaries or subsidiaries of the same parent company).

(3) Not a natural person shareholder who holds more than 1% of issued shares or is ranked top 10 in terms of the total quantity of shares held, including the shares held in the name of the person’s spouse, minor children or in the name of others.

(4) Not a spouse, a relative within the second degree of kinship, or an lineal blood relative within the third degree of kinship, of a manager listed in (1) or a person listed in (2) or (3).

(5) Not a director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the company under Article 27, paragraph 1 or 2 of the Company Act (not limited to the independent directors that are set in accordance with this regulation or local laws and regulations and serve in the Company and its parent company, subsidiaries or subsidiaries of the same parent company).

(6) If a majority of the Company's director seats or voting shares and those of any other company are controlled by the same person: not a director, supervisor, or employee of that other company (not limited to the independent directors that are set in accordance with this regulation or local laws and regulations and serve in the Company and its parent company, subsidiaries or subsidiaries of the same parent company).

(7) If the chairperson, general manager, or person holding an equivalent position of the Company and a person in any of those positions at another company or institution are the same person or are spouses: not a director (or governor), supervisor, or employee of that other company or institution (not limited to the independent directors that are set in accordance with this regulation or local laws and regulations and serve in the Company and its parent company, subsidiaries or subsidiaries of the same parent company).

  • (8) Not a director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the Company (not applicable when the specific company holds more than 20%, less than 50% of the total outstanding shares of the Company and the independent director is set in accordance with this regulation or local laws and regulations and serves in the Company and its parent company, subsidiaries or subsidiaries of the same parent company).

(9) Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the company or any affiliate of the company, or that provides commercial, legal, financial, accounting or related services to the company or any affiliate of the company for which the provider in the past 2 years has received cumulative compensation exceeding NT$500,000, or a spouse thereof; provided, this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Act or to the Business Mergers and Acquisitions Act or related laws or regulations.

(10)Not a spouse or a relative within the second degree of kinship with any director.

(11)Where none of the circumstances in the subparagraphs of Article 30 of the Company Act applies.

(12)Where the person is not elected in the capacity of the government, a juristic person, or a representative thereof as provided in Article 27 of the Company Act.

-18-

(2) Management Team:

March 31, 2021

Job Title Nationality or
Place of		 Name Gender Date Elected
 Shares held Shares held Education and Work Experiences Education and Work Experiences Current positions in the Company
 Managers who are a spouse or a
relative within the second degree
of kinship		 Managers who are a spouse or a
relative within the second degree
of kinship		 Managers who are a spouse or a
relative within the second degree
of kinship		 Remarks
Shares held by spouse or
minor children		 Shares h
of o		 eld in the name
ther persons

Registration		 (Note 1) Shares
Percentage		 Shares
Percentage		 Shares Percentage and/or in any other company Title
Name
Relation
Chairman


The chairman of
the board has
temporarily
assumed the
position of
The company: General Manager
general manager

Other companies: Chairman and		 since the former

General Manager of 104 Consulting		 general manager
Education: Bachelor of Foreign
Languages & Literature at Cheng
Kung University		 Corporation; Executive Director and
Legal Representative of Redpoint
Information Technology (Shanghai)
 has retired. The
Company has a
succession plan
and General
Manager		 R.O.C. Rocky Yang Male Jan. 1, 2016 4,495,402
13.54%
4,495,401
13.54%
－		 －
Work Experience: Manager of
Tailami Laminex Co., Ltd.;
Manager of SUNREX		 Co., Ltd.; Chairman and Legal
Representative of 104 Human
Resources Consultancy (Shanghai)
Co., Ltd.; Chairman of 104 Hope		 － － － for high potential
employees in
place and has
been evaluating

Foundation; Chairman of Askforce		 the succession
Corporation; Director of Tian Mei status annually to

Charity Foundation		 ensure that over
50% of the
directors are not
concurrently
employees or
managers.
Director of 104 Human Resource
General
 Education: Master of Business
Management University of South		 Consultancy (Shanghai) Co., Ltd.;
Manager of
Bi		 R.O.C. Joanna Huang Female Mar. 1, 2016 953
0.00%
25,407
0.08%
－		 － ,
Australia, Australia		 Supervisor of Shanghai Askforce
Human Resources Co Ltd Director		 － － －
usness
Group		 Work experiences: Deputy
Manager Chungling Corporation		 ., .;
and CEO of 104 Hope Foundation;
, DirectorofGOLF
Education: LL.M, The University
of Houston, Law Center, Texas,
U.S.A.
Work experience:
 Managing
 Director of 104 Consulting
Chief Legal

－		 － － － Director, Su & Yeh Law Firm; Corporation; Supervisor of 104 Human － － －
Offi R.O.C. Steven Su Male Jan. 1, 2004 252,271
0.76%
General Manager of 104 Resource Consultanc (Shanghai) Co
cer
Consulting Corporation; Adjunct		 y .,
Ltd.; Director of 104 Hope Foundation
Instructor of Vanung University
and Hwa Hsia University of
Technology
Education: MBA, University of
Minnesota-Twin Cities
Work experiences: Director of Far
Vice
Eastone; Director of New Century		 CFO of 104 Consulting Corporation;
President and
R.O.C.		 Tiffany Lin Female Apr. 1, 2015 8,910
0.03%
－		 － － －
InfoComm Tech; CFO of Qware
 Director of 104 Human Resource
Consultancy (Shanghai) Co., Ltd.;		 － － －
CFO Communications; Product
Manager of Citibank; Accounting
Manager of EQUUS Computer
Director of 104 Hope Foundation
Systems,Inc. (USA)
Education: MBA, Yuan Ze
University
Vice ROC Chi Ml S 2 2006 1621
00
－		 － － － Work experiences: HR Director Part time lecturer, Department of － － －
Pidt ... Jason n ae ep. 5, ,7
.5%
and Assistant to President Lituan Accountin Soochow Universit
resen ,
Corporation; Manager of		 g, y
Management Department,Yichin

-19-

Job Title Nationality or
Place of		 Name Gender Date Elected
 Shares held Shares held Education and Work Experiences Current positions in the Company
 Managers who are a spouse or a
relative within the second degree
of kinship		 Managers who are a spouse or a
relative within the second degree
of kinship		 Managers who are a spouse or a
relative within the second degree
of kinship		 Remarks
Shares held by spouse or
minor children		 Shares h
of o		 eld in the name
ther persons

Registration		 (Note 1) Shares
Percentage		 Shares
Percentage		 Shares Percentage and/or in any other company Title
Name
Relation
Corporation; Assistant Professor
of EMBA at Yuan Ze University
Education: EMBA, National
Taiwan University of Science and

Technology		 Corporate mentor, Department of Food
Vice
 Work experiences: Director, and Nutrition of Providence
R.O.C. Shelly Wu Female May 2, 2013 2,684
0.01%
－		 － － －
International Marketing		 University; Curriculum Development － － －
President
Department, New Mo City;
Advisor, Yu Da High School of

Manager, Taichung Branch,
Commerce and Home Economics
360dHR; Regional Manager, Pizza
HutofJardineMathesonGroup
Education: M.A., Department of
Psychology, New York University
Vi Work experiences: the 11th Lt Dtt f Phl
ce
President		 R.O.C. Stanley Hua Male Apr. 1, 2015 8,271
0.02%
－		 － － － Member and Chairperson of the e- ecurer, eparmen o sycoogy.
Soochow University		 － － －
HR Committee, Chinese Human

Resource Management
Association
Education: Master, Department of
Library and Information Science,
Fu-Jen Catholic University
Vice
President		 R.O.C. Joe Chen Male Apr. 1, 2015 8,270
0.02%
8,000
0.02%
－		 － Work experiences: Director, None － － －
Product Project Department,

Transtech; Vice President, Airiti;
Product Manager, Sina.com
Education: Master, Department of
Labor Relations, Chinese Culture
University
Work experiences: Chief HR
Officer, Carewell; Vice Executive
General Manager, Grand Pacific
 Advisor and Lecturer at Chinese
Vice ROC b Ch Ml M 1 2016 821
002
－		 － － － Management Taiwan Ltd.; Human Resource Management － － －
Pidt ... Weer ung ae ar. , ,7
.%
Director Human Resources Association; Director of 104 Hoe
resen ,
Department, Want Want China;		 p
Foundation
Executive Director, HR
Department, Sinyi Realty;
Director, HR and Administrative
Department, Taiwan Fixed
Network
Education: MBA, National
Chengchi University
Work experiences: Manager of
Advisor to the 2020 "SOS-IPO" under
Vice
President		 R.O.C. Brenda Shih Female Apr. 1, 2016 28,271
0.09%
－		 － － －
Investment Department, ATEN
 the Office of the Innovation and
Entrepreneurship Project of the		 － － －
Corporation; CFO, OmniAd
Media; Project Manager, Sunsino
Ministry of Education.
Venture Group
Education: B.A., Business
Management Department, Yu Da
Vice i l A



－		 － University of Science and None － － －
Pid R.O.C. Pey Ln Femae pr. 1, 2018 4,870
0.01%
10
0.00%
Technolo
resent gy
Work experiences: Management
Department,Federal Hospital
Education: Ph.D., Department of
 Director of 104 Consulting
Vice ROC Si Ml A 1 2019 2821
009
－		 － － － Psychology, National Chengchi Corporation; Director of 104 Hope － － －
Pidt ... prng Wang ae pr. , ,7
.%
Universit Foundation; Suervisor of Redoint
resen y
Workexperiences:Assistant		 p p
Information Technology (Shanghai)

-20-

Job Title Nationality or
Place of		 Name Gender Date Elected
 Shares held Shares held Education and Work Experiences Current positions in the Company
 Managers who are a spouse or a
relative within the second degree
of kinship		 Managers who are a spouse or a
relative within the second degree
of kinship		 Managers who are a spouse or a
relative within the second degree
of kinship		 Remarks
Shares held by spouse or
minor children		 Shares h
of o		 eld in the name
ther persons

Registration		 (Note 1) Shares
Percentage		 Shares
Percentage		 Shares Percentage and/or in any other company Title
Name
Relation
Professor, National Defense Co., Ltd.
University; Project Advisor,
ACER.
Education: Master of Data
Science, University of
Pennsylvania, U.S.A
Vice Bryan Chen

－		 － － － Work experiences: Lead Auditor None － － －
Pidt R.O.C. (Note 2) Male Apr. 1, 2019 5,918
0.02%
of BSI Verification Department;
resen
Director of Information Security
Service Department of Asia-
Pacific WebAccess
Education: M.A., Mass
Communication, California State
University, U.S.A.
Director R.O.C. Hanson Huang Male Mar. 1, 2016 4
0.00%
10
0.00%
－		 － Work experiences: Business None － － －
(Note 3) Develoment Manaer of Taiwan
p g
Business Service; Deputy
Manager of Website Development
Divisionof ETWebs
Education: B.A., Information
Management Department, Shih
Director R.O.C. Jacky Tseng Male Jan. 9, 2012 － － － － － － Shin University None － － －
Work exeriences: Director Edom
p ,
Corporation; System Development
Manager,AcropriseTechnology
Education: Bachelor, Department Consultant of Taiwan Professional
Director R.O.C. Will Lee Male Apr. 1, 2015 7,295
0.02%
6,619
0.02%
－		 －
of Civil Engineering, Chung Hua		 Baseball Players Association; Director － － －
University of Taiwan Presentation Association
Education: MBA, International
University of Monaco
Work experiences: Chief,
Director R.O.C. Lawrence
H		 Male Apr. 1, 2015 2,238
0.01%
594
0.00%
－		 － Administrative Unit, TVBS; Vice None － － －
uang Section Manager, Administrative
Department, Zu Wu Corporation;
Directorof 104 HopeFoundation
Education: Associate Bachelor of
Electronic Data Processing
Division, National Taipei Business
School
Director R.O.C. Karen Wang Female Apr. 1, 2015 6,000
0.02%
－		 － － － Work experiences: Manager, HR None － － －
(Note 3) and Administrative Deartment
p,
Atech Totalsolution; Deputy
Manager, Learning Business
Group, SoftChina; Supervisor, HR
Department,Arch Technology
Education: MBA, National Taiwan
University of Science and
Director R.O.C. May Tu Female Apr. 1, 2016 3,136
0.01%
－		 － － － Technology None － － －
Work exeriences: Senior
p
Specialist, HR Department, Aetna
Life Insurance
Education: Master, Human
 Director and Lecturer of the 15th
Director R.O.C. Sherry Chiang Female Apr. 1, 2017 2,136
0.01%
－		 － － － Resource Management, National Chinese Human Resource － － －
Central Universit Manaement Association (CHRMA)
y
Workexperiences: ChinaMotor		 g
and Vice ChairpersonofCHRMA's

-21-

Job Title Nationality or
Place of		 Name Gender Date Elected
 Shares held Shares held Education and Work Experiences Current positions in the Company
 Managers who are a spouse or a
relative within the second degree
of kinship		 Managers who are a spouse or a
relative within the second degree
of kinship		 Managers who are a spouse or a
relative within the second degree
of kinship		 Remarks
Shares held
minor		 by spouse or
children		 Shares h
of o		 eld in the name
ther persons

Registration		 (Note 1) Shares
Percentage		 Shares Percentage Shares Percentage and/or in any other company Title
Name
Relation
HR Div. Associate Manager, Technology and Media Integration
Namchow Chemical and Industrial
Committee
Administrative Div. Manager, Far
East Broadband HR
AdministrativeDiv. Specialist
Education: Master of Applied
Arts, National Chiao Tung
University
Work experiences: Supervisor of
Asus Design Center Concept
Planning and Design Department;
Deputy Design Manager of
Director R.O.C. Tim Tsao Male Sep. 1, 2017 3,271
0.01%
－		 － － －
Perception Interface Development		 None － － －
Department of Wistron Value
Creation Center; Deputy Manager
of Process Integration Department
of TSMC Third Plant; Part Time
Lecturer of National Hsinchu
University of Education/Shih
ChienUniversity
Education: Master of Information
Engineering, Queensland
University of Technology,
Australia
Work experiences: Senior
Manager of Global Information
Director R.O.C. Kiwi Wu Male Jul. 16, 2020 3,271
0.01%
－		 － － － Services of Trend Micro; Senior None － － －
Technical Suort Manaer of
pp g
Cefinity Corporation; Technical
Consultant of Taiwan Business of
Allied Telesys Int; Senior
Technical Support Manager of
Neteyes; Integration Specialist of
Compaq Computer
Education: Bachelor, Information
Management, National Taipei
Director R.O.C. Jimmy Tsai Male Apr. 1, 2019 2,146
0.01%
－		 － － －
University of Business		 None － － －
Work experiences: System
EngineerofSYSTEXCorporation
Education: Master, Technology
Management, Fu Jen Catholic
University
Work experiences: Senior
Manager of HR Division of S.F.
Lili H Express Taiwan; Director of HR
Director R.O.C. an uang
Nt 3		 Female Apr. 1, 2019 － － － － － － Division of Lanner Electronics None － － －
(oe ) Inc.; Manager of Management
Department of Emcore
Corporation; Supervisor of HR
Divisio of Mekro; Manager of
Management Department of
eTurboTouch TechnologyInc.

-22-

Job Title Nationality or
Place of		 Name Gender Date Elected
 Shares held Shares held Education and Work Experiences Current positions in the Company
 Managers who are a spouse or a
relative within the second degree
of kinship		 Managers who are a spouse or a
relative within the second degree
of kinship		 Managers who are a spouse or a
relative within the second degree
of kinship		 Remarks
Shares held
minor		 by spouse or
children		 Shares h
of o		 eld in the name
ther persons

Registration		 (Note 1) Shares
Percentage		 Shares Percentage Shares Percentage and/or in any other company Title
Name
Relation
Education: Master of Information
Management, SHIH HSIN
University
Work experiences: Director of IT
Services Governance, Information
J Ch Technology, FarEasTone
Director R.O.C. ason u
Nt 4		 Male Apr. 22, 2019 790
0.00%
－		 － － － Telecommunications Co., Ltd.; None － － －
(oe ) Consultant of Information
Security Service Digital United
Inc.; Associate Researcher of
Department of information
management, Executive Yuan,
R.O.C.
Education: Master of Information
Management, National Chiao
Tung University
Work experiences: Deputy
Director R.O.C. Allen Chen Male Jul. 1, 2019 － － － － － －
Manage of MediaTek Inc.; CTO of
None		 － － －
iSecurity Inc.; Manager of 104
China Business Group; Manager
of product research department,
ToplogisInc.
Education: Master of Journalism,
National Chengchi University
Work experiences: DBS Taiwan,
Consumer Banking Group, Digital
Director R.O.C. Vivi Wong Female Sep. 2, 2019 － － － － － － Banking, VP; Yahoo E-Commerce None － － －
Marketin S Manaer Ale
g . g; pp
Daily Finance Center Tech Section
Journalist; Min-Sen Daily News
Family and Consumer Center Tech
SectionJournalist
Education: Bachelor of
Journalism, National ChengChi
Director R.O.C. Pola Chang Female Apr. 1, 2020 － － － － － － University None － － －
(Note 3) Work experiences: Reporter of

news department, Broadcasting
CorporationofChina
Education: Bachelor of
Information Management,
Director R.O.C. Joyce Huang Female Apr. 1, 2020 2,136
0.01%
10
0.00%
－		 － National Yunlin University of None － － －
Science and Technolo
gy
Work experiences: R&D Engineer,
Fang Wei Information Corp.
Education: Associate Degree of
Information Management, Jin-
Director R.O.C. Janghour Chang Male Apr. 1, 2020 1,136
0.00%
－		 － － －
Wen Institute of Technology		 None － － －
Work experiences: Web Engineer,
E-DirectCorporation
Education: Master of Computer
Science, National Chengchi
Director R.O.C. Neil Lee Male May. 1, 2020 10
0.00%
465
0.00%
－		 － University None － － －
Work exeriences: Assistant
p
Manager of Technology
managementof BondDepartment,

-23-

Job Title Nationality or
Place of		 Name Gender Date Elected
 Shar es held Education and Work Experiences Current positions in the Company
 Managers who are a spouse or a
relative within the second degree
of kinship		 Managers who are a spouse or a
relative within the second degree
of kinship		 Managers who are a spouse or a
relative within the second degree
of kinship		 Remarks
Shares held
minor		 by spouse or
children		 Shares h
of o		 eld in the name
ther persons

Registration		 (Note 1) Shares Percentage Shares Percentage Shares Percentage and/or in any other company Title
Name
Relation
Taiwan Securities Co.; Senior
Programmer of Information
Management Department,Yuanta
Securities Co.,

Note 1: Date is the commencement date (assumed or promoted) of the current position. Note 2: Vice President Bryan Chen resigned from the post on February 19, 2021, so shareholding and other related information are disclosed as of the resignation date. Note 3: Director Hanson Huang, Karen Wang and Pola Chang left the post on June 17, 2020, so shareholding and other related information are disclosed as of the resignation date. Note 4: Director Jason Chu resigned from the post on July 15, 2020, so shareholding and other related information are disclosed as of the resignation date.

-24-

3. Remuneration paid during the most recent fiscal year to Directors, Supervisors, General Managers, and Vice Presidents

  • (1) Directors and Supervisors

    • A. Remuneration of Directors and Independent Directors

December 31, 2020; unit: NT$000

Remuneration of Directors Remuneration of Directors Remuneration of Directors Remuneration of Directors Remuneration of Directors Remuneration of Directors Remuneration of Directors Remuneration of Directors Ratio of Total Remuneration
 Ratio of Total Remuneration
 Remuneration Paid to Concur Remuneration Paid to Concur Remuneration Paid to Concur Remuneration Paid to Concur rent Employees rent Employees rent Employees rent Employees Ratio of Total
Compensation		 Ratio of Total
Compensation		 Compensation
Paid to
Directors
from an
Invested
Company or
Parent
Company
Other than
the
Company’s
Subsidiary
Job Title Name Base Compensation
(A)		 Retirement pension (B) Directors Compensation (C) Allowances (D) (A+B+C+D) to Net Income
(%)		 Salary, Bonus and Allowances
(E)		 Retirement pension (F) Employee Compensation (G)
(Note 1)
(A+B+C+D+E+F+G) to
Net Income (%)
The
Company		 Companies
in the
consolidated
financial
statements		 The
Company		 Companies
in the
consolidated
financial
statements		 The
Company		 Companies in
the
consolidated
financial
statements		 The
Company		 Companies in
the
consolidated
financial
statements		 The
Company		 Companies in
the
consolidated
financial
statements		 The
Company		 Companies in
the
consolidated
financial
statements		 The
Company		 Companies
in the
consolidated
financial
statements		 The Company Companies in the Companies
Cash
amount		 Stock Cash Stock The
Company
in the
consolidate
d financial
statements

amount
amount
amount
Chairman Rocky
Yang		 0 0 0 0 3,378 3,378 0 0 1.31% 1.31% 8,452 8,452 0 0 660 0 660 0 4.83% 4.83% None
Director Simon
Juan
Director Steven
Su
Director Mark
Chang
Independent
Director		 Chin-Li
Lin		 0 0 0 0 1,689 1,689 20 20 0.66% 0.66% 0 0 0 0 0 0 0 0 0.66% 0.66% None
Independent
Director		 Sean
Lien
Note 1: The amount approved by the Board of Directors to be distributed for 2020 and calculated by the proportion of actual allocation amount last year.
Note 2: The policy, system, standards, and structure regarding the remuneration for the independent directors, and the corresponding responsibilities, risks, time commitment of this position, as
as well as the procedures for determining remuneration, and its linkage to business performance and future risk exposure" on page 32.
Note 3: Remuneration for directors providing services to all companies listed in the financial report (such as serving as a non-employed consultant) in the most recent fiscal year: None.		 aforementioned factors: please see "B. Policies, standards, and portfolios for payment of remuneration,
well as correlation between the amount of remuneration paid and those

-25-

Table of Remuneration Ranges

Name Name Name Name Name Name Name Name
Total of (A+B+C+D) Total of (A+B+C+D+E+F+G)
Range of Remuneration The Company Companies in the consolidated The Company Companies in the consolidated
financial statements financial statements
Independent Independent Independent Independent
Director Director Director Director
Director Director Director Director
Below NT$1,000,000 Rocky Yang,
Simon Juan,
Steven Su, Mark
Chang		 Chin-Li Lin,
Sean Lien		 Rocky Yang,
Simon Juan,
Steven Su, Mark
Chang		 Chin-Li Lin,
Sean Lien		 Simon Juan,
Mark Chang		 Chin-Li Lin,
Sean Lien		 Simon Juan,
Mark Chang		 Chin-Li Lin,
Sean Lien
NT$1,000,000 (included)~NT$2,000,000 - - - - - - - -
NT$2,000,000 (included)~NT$3,500,000 - - - - RockyYang - RockyYang -
NT$3,500,000 (included)~NT$5,000,000 - - - - - - - -
NT$5,000,000 (included)~NT$10,000,000 - - - - Steven Su - Steven Su -
NT$10,000,000 (included)~NT$15,000,000 - - - - - - - -
NT$15,000,000 (included)~NT$30,000,000 - - - - - - - -
NT$30,000,000 (included)~NT$50,000,000 - - - - - - - -
NT$50,000,000 (included)~NT$100,000,000 - - - - - - - -
OverNT$100,000,000 - - - - - - - -
Total 4 2 4 2 4 2 4 2

-26-

B. Remuneration of Supervisors

December 31, 2020; unit: NT$000

Remuneration of Supervisors Remuneration of Supervisors Remuneration of Supervisors Remuneration of Supervisors Ratio of Total Remuneration Ratio of Total Remuneration Compensation Paid
Job Title Base Compensation(A) Supervisors Compensation(B) Allowances © (A+B+C)to Net Income(%) to Supervisors from
an Invested
Name Companies in Companies in Companies in Company or Parent
Comanies in the
The the consolidated The the consolidated
The Company		 p
consolidated		 The Company the consolidated
Company Other than
Company financial Company financial financial
financial statements the Company’s
statements statements statements
Subsidiary
Supervisor Askforce
Corporation –
Mei-FangHsu		 0 0 1,689 1,689 0 0 0.65% 0.65% None
Supervisor Zan-Syong Cai

Table of Remuneration Ranges

Name Name
Range of Remuneration Total of (A+B+C)
TheCompany Companies in the consolidated financial statements
Below NT$1,000,000 Askforce Corporation (Representative: Mei-Fang Hsu),
Zan-SyongCai		 Askforce Corporation (Representative: Mei-Fang Hsu),
Zan-SyongCai
NT$1,000,000 (included) ~ NT$2,000,000 - -
NT$2,000,000 (included) ~ NT$3,500,000 - -
NT$3,500,000 (included) ~ NT$5,000,000 - -
NT$5,000,000 (included) ~ NT$10,000,000 - -
NT$10,000,000 (included) ~ NT$15,000,000 - -
NT$15,000,000 (included) ~ NT$30,000,000 - -
NT$30,000,000 (included) ~ NT$50,000,000 - -
NT$50,000,000 (included) ~ NT$100,000,000 - -
Over NT$100,000,000 - -
Total 2 2

-27-

(2) Remuneration of General Manager and Vice Presidents

A. Remuneration of General Manager and Vice Presidents

December 31, 2020; unit: NT$000

Job Title Name Salary (A) Salary (A) Retirement Pension (B) Retirement Pension (B) Bonuses and Allowances
(C)		 Bonuses and Allowances
(C)		 Employee Compensation (D) (Note 1) Employee Compensation (D) (Note 1) Employee Compensation (D) (Note 1) Employee Compensation (D) (Note 1) Ratio of Total
Remuneration (A+B+C+D)
to Net Income (%)		 Ratio of Total
Remuneration (A+B+C+D)
to Net Income (%)		 Compensation
Paid to General
Manager and
Vice Presidents
from an
Invested
Company or
Parent
Company
Other than the
Company’s
Subsidiary
The
Company		 Companies
in the
consolidated
financial
statements		 The Company Companies in the
consolidated
Companies
 Companies
 financial statements Companies in
in the in the the
The
C		 consolidated The
C		 consolidated The
 consolidated
ompany financial ompany financial Cash Stock Cash Stock company financial
statements statements amount amount amount amount statements
Chairman and
General Manager		 Rocky Yang 38,672 38,672 0 0 21,999 21,999 4,098 0 4,895 0 25.03% 25.34% None
General Manager
of Business
Group		 Joanna Hung
Chief Legal
Officer		 Steven Su
Vice President
and CFO		 Tiffany Lin
Vice President Jason Chin
Vice President Shelly Wu
Vice President Stanley Hua
Vice President Joe Chen
Vice President Weber Chung
Vice President Brenda Shih
Vice President Pey Lin
Vice President Spring Wang
Vice President Bryan Chen

Note 1: The amount approved by the Board of Directors to be distributed for 2020 and calculated by the proportion of actual allocation amount last year. Note 2: Only specify name and remuneration of General Managers and Vice Presidents in 2020.

-28-

Table of Remuneration Ranges

Name Name
Range of Remuneration The Company Companies in the consolidated financial statements
- -
Below NT$1,000,000
NT$1,000,000 (included) ~ NT$2,000,000 - -
NT$2,000,000 (included) ~ NT$3,500,000 Rocky Yang Rocky Yang
Shelly Wu, Brenda Shih, Pey Lin, Spring Wang, Shelly Wu, Brenda Shih, Pey Lin, Spring Wang,
NT$3,500,000 (included) ~ NT$5,000,000

Bryan Chen
Bryan Chen
Joanna Hung, Steven Su, Joanna Hung, Steven Su,
NT$5,000,000 (included) ~ NT$10,000,000 Tiffany Lin, Jason Chin, Stanley Hua, Joe Chen, Tiffany Lin, Jason Chin, Stanley Hua, Joe Chen,

Weber Chung
Weber Chung
NT$10,000,000 (included) ~ NT$15,000,000 - -
NT$15,000,000 (included) ~ NT$30,000,000 - -
NT$30,000,000 (included) ~ NT$50,000,000 - -
NT$50,000,000 (included) ~ NT$100,000,000 - -
Over NT$100,000,000 - -
Total 13 13

Note: Only specify the name and remuneration ranges of General Managers and Vice Presidents in 2020.

-29-

B. Names of Managers and the Distribution of Employee Compensation December 31, 2020; unit: NT$000

Ratio of Total Amount to
Job Title Name Stock Amount (Note 2) Cash amount Total (Note 1)
Net Income (%)
Chairman and General Manager Rocky Yang
General Managerof Business Group JoannaHuang
Chief LegalOfficer StevenSu
VicePresident and CFO TiffanyLin
VicePresident JasonChin
Vice President Shelly Wu
Vice President Stanley Hua
Vice President Joe Chen
Vice President Weber Chung
Vice President BrendaShih
Vice President PeyLin
Vice President Spring Wang
Vice President(Note 4) BryanChen
Director(Note 5) Hanson Huang
Exe Director JackyTseng
cut Director Will Lee 0 8,932 8,932 3.45%
ive Director LawrenceHuang
s Director(Note 5) KarenWang
Director MayTu
Director Sherry Chiang
Director Tim Tsao
Director Kiwi Wu
Director JimmyTsai
Director(Note 5) Lilian Huang
Director(Note 6) JasonChu
Director AllenChen
Director ViviWong
Director(Note 5) PolaChang
Director Joyce Huang
Director JanghourChang
Director Neil Lee

Note 1: The amount approved by the Board of Directors to be distributed for 2020 and calculated by the proportion of actual allocation amount last year. Note 2: No stock dividend was distributed in 2020. Note 3: Only specify the name and employee compensation of managers in 2020. Note 4: Vice President Bryan Chen resigned from the post on February 19, 2021, so shareholding and other related information are disclosed as of the resignation date.

Note 5: Director Hanson Huang, Karen Wang and Pola Chang left the post on June 17, 2020, so shareholding and other related information are disclosed as of the resignation date. Note 6: Director Jason Chu resigned from the post on July 15, 2020, so shareholding and other related information are disclosed as of the resignation date.

-30-

  • (3) Comparison of Remuneration for Directors, Supervisors, General Manager and Vice Presidents in the Most Recent Two Fiscal Years and Remuneration Policy for Directors, Supervisors, General Manager and Vice Presidents :

  • A. The ratio of total remuneration paid by the Company and by all companies included in the consolidated financial statements for the two most recent fiscal years to directors, supervisors, general Manager and vice presidents of the Company, to the net income :

Job Title Ratio of Total Remuneration Paid to Directors, Supervisors, General Manager, and Vice Presidents
to Net Income in Individual Financial Reports (%)		 Ratio of Total Remuneration Paid to Directors, Supervisors, General Manager, and Vice Presidents
to Net Income in Individual Financial Reports (%)		 Ratio of Total Remuneration Paid to Directors, Supervisors, General Manager, and Vice Presidents
to Net Income in Individual Financial Reports (%)		 Ratio of Total Remuneration Paid to Directors, Supervisors, General Manager, and Vice Presidents
to Net Income in Individual Financial Reports (%)
2020 2019
The Company Companies in the
Consolidated
Financial Statements		 The Company Companies in the Consolidated
Financial Statements
Director(Note 1) 1.97% 1.97% 1.94% 1.94%
Supervisor 0.65% 0.65% 0.64% 0.64%
General Manager and Vice
President		 25.03% 25.34% 18.89% 21.86%

Note 1: Total remuneration of Directors excludes related compensation received from concurrent employment. Note 2: Net income of 2020 and 2019 individual financial statements were NT$258,736 thousand and NT$286,001 thousand, respectively.

-31-

  • B. Policies, standards, and portfolios for payment of remuneration, as well as the procedures for determining remuneration, and its linkage to business performance and future risk exposure:

  • (a) The remuneration of the Company's directors and supervisors are regulated in accordance with Article 26 of the Articles of incorporation of the Company. If the Company has generated a profit in the year, no more than 3% of the profit shall be provided for the remuneration of the directors and supervisors. Since the remuneration is set at a certain percentage of the current year's earnings, the upper limit is highly correlated with the Company's operating performance. Apart from referring to the Company’s past operating performance, the payments of the directors' and supervisors' remuneration will also be adjusted based on future risk factors. That is, when the outlook is bad or the Company’s operating risks increase, the directors' and supervisor’s remuneration will follow. In addition, the evaluation results of the performance of Board of Directors are also important considerations for distribution. Relevant performance evaluation and compensation rationality are reviewed by the Remuneration Committee that regularly reviews and assesses the directors' remuneration, and submits their proposals to the Board of Directors for discussion, in order to balance the Company's sustainable management and risk control.

  • (b) Remuneration paid to the Manager can be divided into three categories, i.e. salaries, bonuses and employee bonuses. Salary, which is based on the factors such as job responsibility, the overall environment and the market standard, and is set to reflect work performance; bonuses are correlated with employees’ and department’s performance mainly calculated based on the company's "Employees Compensation and Benefits Management Method" and "Outstanding Employee Stock Ownership Trust Management Measures"; employee bonuses are regulated by Article 26 of the Articles of incorporation that if the Company make a profit in the year, 8% to 15% of the profit should be remunerated as employee bonuses, since the employee bonuses are based on the proportion of the annual surplus, they are highly correlated with the Company's operating performance. In addition to reference to the relevant industry level and the Company’s past operating performance, the relevant distribution standards, structures and systems will also be reviewed and adjusted at any time depending on the actual operating conditions and changes in relevant laws and regulations, which is expected to prevent managers from engaging in the conducts that may put the Company at risk in order to pursue remuneration. In addition, the Company's Remuneration Committee will also periodically assess the remuneration of the General Manager and Vice President, and submit the proposals to the Board of Directors for discussion in order to balance the Company's sustainable operations and risk control.

-32-

4. Implementation of Corporate Governance

(1) Operation of Board of Directors

Five Board Meetings were held last year (A), the attendance of Directors and Supervisors were as follows:

Times of attendance in Percentage of attendance in Percentage of attendance in
Job Title Name Times of proxy attendance Remarks
person (B) person (%) (B/A)
Chairman RockyYang 5 0 100%
Director Steven Su 5 0 100%
Director Simon Juan 5 0 100%
Director Mark Chang 3 2 60%
Independent
Chin-Li Lin 5 0 100%
Director
Independent
Sean Lien 5 0 100%
Director
Representative of Askforce
Supervisor 5 0 100%
Corporation: Mei-Fang Hsu
Supervisor Zan-Syong Cai 5 0 100%
Other matters obligatory to include:
1. When one of the following situations occurred to the implementation of the board, state the date and term of the board meeting, content of proposals,
opinions of all independent directors and the Company's actions in response to the opinions of the independent directors:
(1)All conditions listed in Article 14-3 of the Securities and Exchange Act.
Date of Board
meeting
(Meeting number)		 Content of proposals relevant to the Article 14-3 of the Securities and Exchange Act Independent director voiced
objection or reservation
February 26, 2020
(8th-11)		 Proposal to approve the assessment result of auditor’s independence, suitability and audit fee for
year 2020.		 None
Proposal to designate two seat of Director and one seat of Supervisor to 104 Human Resources
Consultancy (Shanghai) Co., Ltd., the 70 percent shareholding subsidiary of the Company".		 None
Opinion fromall independent directorsforabove proposals: None.Actionsin response toindependent directors'opinions: None.
August 11, 2020
(8th-14)		 Proposal to approve the proposal "Amendment of the Company's Internal Control System" None
Opinion from all independent directors for above proposals: None. Actions in response to independent directors'opinions: None.
(2)Other resolutions of the Board, which the independent director(s) voiced objection or reservation that are documented or issued through a written
statement in addition to the above: None.

-33-

  1. When Directors abstain themselves due to being a stakeholder in certain proposals, the name of the Directors, the content of the proposal, reasons for abstentions and the results of voting counts should be stated.

All Directors of the Company follow Article 15, Paragraph 1 of the Company's "Regulations of Procedure for Board of Directors Meetings", which states that 'If any director or a juristic person represented by a director is an interested party with respect to any agenda item, the director shall state the important aspects of the interested party relationship at the respective meeting. When the relationship is likely to prejudice the interests of the company, the director may not participate in discussion or voting on that agenda item, and further, shall enter recusal during discussion and voting on that item and may not act as another director's proxy to exercise voting rights on that matter.'

February 26, 2020 – the 11th Meeting of the 8th term Board of Directors Meeting

  • (1) Proposal to designate two seat of Director and one seat of Supervisor to 104 Human Resources Consultancy (Shanghai) Co., Ltd., the 70 percent shareholding subsidiary of the Company". Except for Chairman of Board Rocky Yang and Directors Steven Su, who did not participate in discussion and voting on such proposal due to their personal relationships with the nominees, such proposal, on which the acting chairperson had consulted all the Directors present, was approved as it had been proposed without any objection.

  • The information of the the board performance self (or peer) evaluation about evaluation cycles, evaluation periods, scope and method of evaluation, and evaluation procedures ：

The board performance evaluation The board performance evaluation The board performance evaluation The board performance evaluation
Evaluation Evaluation periods Scope of Method of Evaluation procedures
cycles evaluation evaluation
The criteria for evaluating the performance of the board of directors:
1. Participation in the operation of the Company;
2. Improvement of the quality of the board of directors' decision making;
3. Composition and structure of the board of directors;
4. Election and continuing education of the directors; and
5. Internal control.
The criteria for evaluating the performance of the board members:
1. Familiarity of the goals and missions of the company;
2. Awareness of the duties of a director;
the board 3. Participation in the operation of the company;
Each year 2020.1.1~2020.12.31 the board performance self 4. Management of internal relationship and communication;
evaluation 5. The director's professionalism and continuing education; and
6. Internal control.
The criteria for evaluating the performance of the functional committees’
members:
1. Participation in the operation of the Company;
2. Improvement of the quality of the board of directors' decision making;
3. Improvement of the quality of the functional committees' decision
making;
4. Composition of the functional committees, and the election of
committee members.
  1. The evaluation of targets (such as establishing an Audit Committee and increase information transparency, etc.) for strengthening of the functions of the board during the current and the most recent fiscal year, and measures taken toward achievement thereof:

-34-

  • (1) The Company resolved to purchase 2-year (2019-2020) Directors and Supervisors Liability Insurance in the Board Meeting on May 29, 2019, and this proposal was carried out accordingly.

  • (2) The Company resolved the "Procedures for Board of Directors Performance Assessments" in the Board Meeting on November 10, 2016. The 2020 performance evaluation have been implemented and it have been reported to Board Meeting on February 25, 2020.

  • (3) The functional authority of the Company’s Remuneration Committee were expanded to include: Formulation of policies, systems, standards and structures regarding performance evaluation of, and compensation/remuneration paid to Directors, Supervisors and Managers, by which the compensation/remuneration to be paid is evaluated accordingly.

-35-

(2) Participation of Board Meetings of the Supervisors:

FiveBoardMeetings wereheldlast year(A), the attendance ofsupervisors were asfollows: FiveBoardMeetings wereheldlast year(A), the attendance ofsupervisors were asfollows: FiveBoardMeetings wereheldlast year(A), the attendance ofsupervisors were asfollows: FiveBoardMeetings wereheldlast year(A), the attendance ofsupervisors were asfollows:
Job Title Name Times of attendance in person
(B)		 Percentage of attendance in
person(%) (B/A)		 Remarks
Supervisor Representative of Askforce
Corporation: Mei-FangHsu		 5 100% -
Supervisor Zan-Syong Cai 5 100% -

Other notes required to be disclosed:

  1. Communication among supervisors, the Company's employees, shareholders, internal auditing supervisors and accountants:

    • (1) The Company's supervisors attend Board Meetings and shareholder's conferences. Managers of internal audit departments reports the execution process and opinions of the annual auditing plan to the supervisors monthly.

    • (2) There are feedback mailboxes on the Company's website for employers who use our service, job seekers, employees, shareholders and stakeholders. They can contact and exchange the opinions with the Company. Additionally, all contact information is disclosed on the website and they may reach contact windows to convey their opinions.

    • (3) The Company' Supervisors communicate with CPA at least once every year on significant matter of the current audit, amendments of laws and other matters that required by other laws.

  2. If Supervisors participating in board meetings have expressed opinions, state date and session of the board meeting, proposal content, resolution of the meeting and the response of the Company regarding the Supervisor’s opinion: None.

  3. (3) The difference between the corporate governance implementation and the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies" :

Difference from the "Corporate
Implementation Status
Governance Best Practice
Evaluation Item
Principles for TWSE/TPEx
Yes No Abstract Explanation
Listed Companies" and reasons
1. Does the Company established and disclosed the
Corporate Governance Best-Practice Principles
based on "Corporate Governance Best Practice
Principles for TWSE/TPEx Listed Companies"?		 V The Company has established a Code of Practice for
Corporate Governance and this was resolved by the Board to
be amended in May 2019, and the amended Code of Practice
for Corporate Governance has been disclosed on the
Company’s website.		 Some wording has been
modified and the content
aligned with the Company's
practice; the rest corresponds to
thePractice.
2. Shareholding structure & shareholders' rights
(1)Does the company establish an internal operating V To ensure the shareholders' rights, the Company has Corresponds to the Principle.

-36-

Difference from the "Corporate
Implementation Status
Governance Best Practice
Evaluation Item
Principles for TWSE/TPEx
Yes No Abstract Explanation
Listed Companies" and reasons
procedure to deal with shareholders’ suggestions,
doubts, disputes and litigations, and implement based
on the procedure?		 appointed a spokesperson and an acting spokesperson to
respond to shareholders' suggestions, questions and settle
disputes.
(2)Does the company possess the list of its major
shareholders as well as the ultimate owners of those
shares?		 V The Company regularly check and control the main
shareholders who actually control the Company and the list
of final controllers of the main shareholder services agent on
the book closure date. The Company also provided by the
discloses, on a regular basis, the pledges and changes to
equity of the shareholders who hold more than 10% of the
shares according to rules.		 Corresponds to the Principle.
(3)Does the company establish and execute the risk
management and firewall system within its related
enterprises?		 V The Company has established relevant managing procedures
such as "Transaction Processing Procedures for
Stakeholders, Specific Companies and Corporate Groups",
"Regulations Governing Subsidiaries Management", and
"Operating Procedures Governing Loaning of Funds and
Making of Endorsements/Guarantees". They are intended to
build careful and effective mechanisms on risk management
andfirewall.		 Corresponds to the Principle.
(4)Does the company establish internal rules against
insiders trading with undisclosed information?		 V The Company has established: Operating procedure of
handling internal significant information and the control
management operation on prevention of insider trading.
The procedure has also been uploaded to the internal
employee system and disclosed on the Company's website.
In addition, when the operating procedures are updated, the
directors, supervisors, managers (hereinafter referred to as
insiders), and employees are provided with information on
these operating procedures and related laws and regulations
for advocacy.
The Company conducts education and training regarding the
"Management Measures for the Prevention of Insider
Trading" and the relevant laws and regulations for current
insiders and employees at least once a year. We also arrange
education and training for new insiders within one month of
assuming the positions, andfor new employees during pre-		 Corresponds to the Principle.

-37-

Difference from the "Corporate
Implementation Status
Governance Best Practice
Evaluation Item
Principles for TWSE/TPEx
Yes No Abstract Explanation
Listed Companies" and reasons
employment training.
The Company has provided the education and training for
current insiders on October 28, 2020. The content included a
ban on insider trading regarding 1.nature of insider trading -
information asymmetry, 2.insider trading crime, 3.subject
matter, 4.material information, 5.actual case to pay the price.
The course manuals were also available to Directors and
Supervisors.
3. Composition and Responsibilities of the Board of Directors
(1)Does the Board develop and implement a diversified
policy for the composition of its members?		 V The Company has established a diversified policy for the
composition of the Board members in the Code of Practice
for Corporate Governance, in which all members are
equipped with necessary knowledge, skills, and moral fiber
to carry out their responsibilities.
The implementation of the six directors of the 8th Board of
Director of the Company:
 Nationality: In order to add to the Company an
international perspective, the Company has recruited
Director Mark Chang, who’s nationality is Malaysia.
 Industry experience: In information service industry, a
composition of board members from different professional
fields plays an important role in market competition. The
Company’s Director Rocky Yang and Independent Director
Sean Lien, who have expertise in the fields of economics,
information industry, and risk management; Director
Simon Juan, who have expertise in the fields of accounting
and finance; Director Steven Su, who have expertise in the
fields of law; Independent Director Chin-Li Lin, who have
expertise in the fields of social issues, assist the
management in making critical decisions with professional
and objective opinions.
In addition, the Company also attaches importance to gender
equality in the composition of members of the Board of
Directors and expects to add one female director to the 9th		 Corresponds to the Principle.

-38-

Difference from the "Corporate
Implementation Status
Governance Best Practice
Evaluation Item
Principles for TWSE/TPEx
Yes No Abstract Explanation
Listed Companies" and reasons
Board of Directors to achieve the goal of having at least one
female member.
Implementation of the diversified policy for the composition
of the Board members, please refer to Note 1(page 49).
(2)Does the company voluntarily establish other
functional committees in addition to the
Remuneration Committee and the Audit Committee?		 V In addition to the Remuneration Committee established by
law, the Company has also established the Information
Security and Personal Information Committee and the
Corporate Governance and Sustainable Development
Committee, which continue to conduct and promote various
businesses:
Information Security and Personal Information Committee:
The Committee is composed of cross-departmental
executive representatives who provide professional advice
and recommendations in all areas of the Information
Security and Personal Information Committee and
participate in risk assessment meetings and major incidents
as needed.
Corporate Governance and Sustainable Development
Committee: The Company has been approved by the Board
of Directors in 2020 to integrate the "Corporate
Governance Promotion Unit", "Integrity Management
Promotion Unit" and "Corporate Social Responsibility
Promotion Unit", and set up the "Corporate Governance
and Sustainable Development Committee" as the highest
guiding unit of sustainable development planning and
discussions. In addition, the Chairman of the Board would
appoint the chief corporate governance officer to serve as
the chairman. In accordance with the orientation of
sustainable development activities, various working groups
would be set up under the committee, including corporate
governance, integrity management, employee relations,
environmental development and social participation unit, in
order to further matters of sustainability; regularly reports
to the Board of Directors each year on the performance of
Corresponds to the Principle.

-39-

Difference from the "Corporate
Implementation Status
Governance Best Practice
Evaluation Item
Principles for TWSE/TPEx
Yes No Abstract Explanation
Listed Companies" and reasons
the previous year and the work plan for the following year.
(3)Does the company establish a standard to measure
the performance of the Board evaluation every year,
and report the result to the board and use them as
reference in determining compensation for individual
directors, their nomination and additional office
term?		 V The Company has established the evaluation method and
evaluation measure for the performance of Board of
Directors. According to the method, the performance
evaluation of the Board of Directors is carried out internally
at least once a year. At least once every three years, an
external team formed by professional independent
organization or external experts and scholars performs the
evaluation once, report to the board ,and base its nominating
members of the board of directors or individual director's
remuneration.
The criteria for evaluating the performance of the Board of
Directors of the Company includes the following five
aspects:
1. Participation in the operation of the Company;
2. Improvement of the quality of the board of directors'
decision making;
3. Composition and structure of the board of directors;
4. Election and continuing education of the directors;
5. Internal control.
The criteria for evaluating the performance of the Directors
includes the following six major aspects:
1. Familiarity of the goals and missions of the company;
2. Awareness of the duties of a director;
3. Participation in the operation of the company;
4. Management of internal relationship and communication;
5. The director's professionalism and continuing education;
6. Internal control.
The criteria for evaluating the performance of the functional
committee members includes the following four major
aspects:
1. Participation in the operation of the Company;
2. Improvement of the quality of the board of directors'
decision making;		 Corresponds to the Principle.

-40-

Difference from the "Corporate
Implementation Status
Governance Best Practice
Evaluation Item
Principles for TWSE/TPEx
Yes No Abstract Explanation
Listed Companies" and reasons
3. Improvement of the quality of the functional committees'
decision making;
4. Composition of the functional committees, and the
election of committee members.
The Company has completed the performance evaluation
form for the Board of Directors (including functional
committees) and the self-assessment questionnaire for the
performance evaluation of the Board members for 2020. The
evaluation was conducted by means of internal
questionnaires, and the results of the performance evaluation
of the Board of Directors (including functional committees)
and the self-evaluation of the performance evaluation of the
Board members were both excellent after the collection of
statistics and the overall Board of Directors is operating
effectively and has been reported to the Board of Directors
on February 25, 2021.
The performance improvement plan for enhancing the
operation of the Board of Directors is listed as follows:
1. Increase the number of Independent Directors and build
up the diversity of Board Members.
2. Evaluate the establishment of Functional Committee
outside the legal system.
3. Assist directors to understand and read the meeting
information in advance of the board meeting: the content
of the motion will be provided 7 days in advance and will
be supplemented as required by the directors.
4. Enhance directors' understanding of the company's
industry: 5 meetings with business units are expected to be
arranged, and industry-related press releases will be
provided from time to time.
5. Enhance directors' professionalism and continuous
strengthening of their professional knowledge and skills in
the execution of board decisions: The Company arranges
relevant further education courses on behalf of the

-41-

Difference from the "Corporate
Implementation Status
Governance Best Practice
Evaluation Item
Principles for TWSE/TPEx
Yes No Abstract Explanation
Listed Companies" and reasons
directors.
(4)Does the company regularly evaluate the
independence and suitability of CPAs?		 V The Company evaluates the independence and suitability of
the certified accountants at least once a year, and CPA and
their firms are requested to provide relevant information and
declarations, which are evaluated by the Finance and
Administrative Division. The results of the 2020 has been
reported to the Board of Directors on February 25, 2021.
For CPA independence and suitability evaluation items,
please refer to Note 2 (pages 49-50) in the Annual Report.		 Corresponds to the Principle.
4. Does the company have an adequate number of
corporate governance personnel with appropriate
qualifications, and to appoint a chief corporate
governance officer for corporate governance
matters(including but not limited to providing
information for directors and supervisors to perform
their functions, assisting directors and supervisors with
legal compliance, handling work related to meetings of
the board of directors and the shareholders' meetings,
filing company registration and changes to company
registration, and producing minutes of board meetings
and shareholders’ meetings)?

V		 In accordance with the Code of Practice on Corporate
Governance and the "Taiwan Stock Exchange Corporation
Operation Directions for Compliance with the Establishment
of Board of Directors by TWSE Listed Companies and the
Board's Exercise of Powers Submit", as approved by the
Board of Directors on March 13, 2019, the Chief Financial
Officer is also the Chief Corporate Governance Officer. The
Chief Corporate Governance Officer is responsible for
overseeing corporate governance-related matters and has
been in charge of the finance, stock or corporate governance-
related units of a public company for at least three years.
The main duties of the corporate governance unit are as
follows:
1. Handle matters related to the Board meetings and the
shareholders' meetings in accordance with the law, and
assist in the preparation of the minutes of the Board of
Directors' and Shareholders' Meetings.
2. Assist in providing information necessary for the
directors to carry out their business.
3. Establish and implement various policies and measures
related to corporate governance.
4. Promote corporate governance evaluation.
5. Enhance corporate governance structure and information
disclosure.
6. Regularly convene communication meetings with the		 Corresponds to the Principle.

-42-

Difference from the "Corporate
Implementation Status
Governance Best Practice
Evaluation Item
Principles for TWSE/TPEx
Yes No Abstract Explanation
Listed Companies" and reasons
accountants, independent directors, supervisors, auditors
and chief of finance and accounting.
Implementation status in 2020 is as follows:
1. The Board of Directors agenda was drafted seven days in
advance to inform the Directors to convene the meeting
and provide the information for the meeting. Necessary
recusals were notified in advanced if the issue involved
conflicts of interest, and the records of the Board of
Directors were required to be completed within 20 days
after the meeting.
2. Registration of the date of the shareholders' meeting in
accordance with the law, preparation of meeting notices,
manuals, and proceedings, etc. within the statutory
period.
3. Handle the registration of various changes of the
company.
4. Assist in organizing meetings of accountants, independent
directors, supervisors, and supervisors of audit, chief
finance and accounting departments.
5. Assist in the internal performance evaluation of the Board
of Directors for 2020 and reported to the Board of
Directors on February 25, 2021.
6. Promote the effective operation of the Board of Directors
in all matters.
(1) Establish multiple communication channels: organize 4
communication meetings with business units (Job
Bank, Elderly, Senior, and Information Security).
(2) Enhance operational engagement: 20 business-related
press releases and 17 financial-related press releases
were sent to board members.
7. Purchase the 2020 director and supervisor liability
insurance.
8. A training course for directors and supervisors was held
on November 5.

-43-

Difference from the "Corporate
Implementation Status
Governance Best Practice
Evaluation Item
Principles for TWSE/TPEx
Yes No Abstract Explanation
Listed Companies" and reasons
The 2020 Corporate Governance Business Development has
been reported to the Board of Directors on February 25,
2021.
Please refer to Note 3 (pages 50-51) in the Annual report for
details of chief corporate governance officer's training in
2020.
5. Does the company establish a communication
channel and build a designated section on its
website for stakeholders(including but not limited to
shareholders, employees, customers, and suppliers),as
well as handle all the issues they care for in terms of
corporate social responsibilities?		 V There is a section on the Company's website dedicated to
stakeholders, and there are designated employees handling
relevant issues. The aim is to provide the shareholders and
the stakeholders sufficient information, as well as a
communication channel for the employees. The Company
also discloses information on MOPS as required by law so
that the stakeholders can make decisions to protect their own
rights.
The implementation of communication with stakeholders
has been reported to the Board of Directors on February 25,
2021.		 Corresponds to the Principle.
6. Does the company appoint a professional
shareholder service agency to deal with shareholder
affairs?
V		 The Company has commissioned Fubon Securities Co., Ltd.,
a shareholder services agency to hold Shareholders' Meeting
and other relevant affairs.		 Corresponds to the Principle.
7. Information disclosure
(1)Does the company have a corporate website to
disclose both financial operation and corporate
governance information?		 V The Company's official website contains a section for
investors and corporate governance information, and through
this section the Company has revealed relevant information.
In addition, one can visit TWSE's MOPS to inquire
information on the Company's finance, operation and
corporate governance.
Corresponds to the Principle.
(2)Does the company have other information disclosure
channels (e.g. building an English website,
appointing designated people to handle information
collection and disclosure, creating a spokesman
system, webcastinginvestorconferences)?		 V The Company has built a complete spokesperson system and
has set up a mechanism of an acting spokesperson.
The Company has built a Chinese-English website, and has
designated employees dedicated to handle information and
disclosure.		 Corresponds to the Principle.
(3)Does the company publish and report its annual V The Company has completed the announcement and report Corresponds to the Principle.

-44-

Difference from the "Corporate
Implementation Status
Governance Best Practice
Evaluation Item
Principles for TWSE/TPEx
Yes No Abstract Explanation
Listed Companies" and reasons
financial report within two months after the end of a
fiscal year, and publish and report its financial reports
for the first, second and third quarters as well as its
operating status for each month before the specified
deadline?		 about our financial report for the year 2020 by the end of
February 2021. The Company also have announced and
reported quarterly financial report and monthly operating
conditions prior to the deadline.
8. Is there any other important information to V (1)The Company's goal of establishing 104 Job Bank is to Corresponds to the Principle
facilitate a better understanding of the company’s build a "human-based job/talent seeking service channel"

corporate governance practices(e.g., including but for Taiwan. Since our foundation, the Company has
not limited to employee rights, employee wellness, begun from this core value and launched relevant
investor relations, supplier relations, rights of services, and has brought forth a revolutionary change to
stakeholders, directors’ and supervisors’ training job seeking channels in Taiwan. The Company has
records, the implementation of risk management already provided over 380,000 firms with job/talent
policies and risk evaluation measures, the seeking services
implementation of customer relations policies, and In the future, we will work toward the following three
purchasing insurance for directors and supervisors)? missions based on this core:
1."Commitment to career matchmaking": More than a
job, we help you define a career; more than an
employee, we help you manage talent."
2."Commitment to the elderly": Take advantage of the
value of the healthy elderly; respect the dignity of the
disabled elderly.
3."Commitment to children": Find the ability of every
child.
(2)Employee's rights and employee wellness: The Company
puts first and foremost of our employee's rights and well-
being. We adhere to governmental regulations on labor
insurance and health insurance; We establish Staff
Welfare Committee and hold various staff activities, and
provide opportunities of skill training for employees.
Please refer to Note 4(pages 51-52) in the Annual Report
for further information.
(3)Investor relations: The Company has established Investor
Relations personnel to focus on issues related to
investors.

-45-

Difference from the "Corporate
Implementation Status
Governance Best Practice
Evaluation Item
Principles for TWSE/TPEx
Yes No Abstract Explanation
Listed Companies" and reasons
(4) Suppliers Relations: The Company has always maintained
positive relations with our suppliers, and has established
supplier integrity management and evaluation standards
for our key suppliers.
(5)The stakeholders of the Company can consult or copy the
registration information of the Company pursuant to
relevant regulations.
(6)Continuing education for directors and supervisors: The
Company schedules appropriate courses contingently for
directors and supervisors. The number of continuing
education hours taken by directors and supervisors in
2020 has reached the required threshold.
(7)Continuing education for the Company's finance,
accounting, and audit supervisors: Please refer to Note
5(page 52) in the Annual Report for the Company's
finance, accounting and audit supervisor's continuing
education in 2020.
(8)Implementation of risk management policies and risk
measurement standards: 104 has established the
Information Security and Personal Information
Committee to formulate information security and personal
data management policies. To all our customers and
stakeholders, we promise to maintain the confidentiality
of personal data collected due to business needs in
accordance with the Personal Data Protection Act, use
them in accordance with the law, and strengthen
information security control measures, in order to ensure
information security. We also require all our staff to
comply with information security, personal data
protection, and trade secrets-related regulations, and
implement the information security principles, including
"personal data protection," "conformance to international
standards," "compliance with laws and regulations," and
"continuous improvement."The Company has passed BS

-46-

Difference from the "Corporate
Implementation Status
Governance Best Practice
Evaluation Item
Principles for TWSE/TPEx
Yes No Abstract Explanation
Listed Companies" and reasons
10012:2017 Personal Information Management System


and ISO29100:2011 Privacy Framework Standard. We are
the first domestic human resources bank to obtain the new
version of personal information management certification,
and the first company in Taiwan to be certified by BSI to
BS 10012:2017 and ISO 29100:2011.
For detailed information security risk management
framework, information security and personal information
management policies and specific management plans,
please refer to Note 6 (pages 53-55) in the Annual report.
(9)Protection of consumers or execution of policies
concerning our clients: The Company strictly adheres to
the Employment Services Act, Personal Information
Protection Act, as well as the government's regulations on
consumer protection, and helps our clients to adhere to
relevant regulations. We sign contracts with the clients, in
which the rights and obligations of both parties are
specified, so that the clients' interests are ensured. The
Company has also established appropriate safety
protection measures to ensure consumer's personal
information is kept safe.
(10)Purchase of liability insurance for the directors and
supervisors by the Company: The Company purchases
liability insurance for the directors and supervisors
annually.
(11)The succession plan for the members of the Board of
Directors and top management:
1.The succession plan for the members of the Board of
Directors
This Company's directors shall be elected by adopting
the candidate nomination system for a three-year term.
Except as otherwise provided by laws or regulations, the
election of directors shall be held in accordance with
"The Procedures for Election of Directors and

-47-

Difference from the "Corporate
Implementation Status
Governance Best Practice
Evaluation Item
Principles for TWSE/TPEx
Yes No Abstract Explanation
Listed Companies" and reasons
Supervisors" of the Company.
The selection of directors of the Company shall take the
overall composition of the Board of Directors into
account. There are currently six directors (including two
independent directors), whose area of expertise includes
accounting, finance, legal, economics, information
industry and corporate governance, and diverse industry
backgrounds in the internet, finance, human resources,
legal and management fields. In the future, the
composition and background of the Board of Directors
of the Company will continue to be diversified, and
gender equality will be emphasized by recruiting female
Board members.
The Company conducts the director succession plan
through the following methods:
(a) The present directors recommend suitable
candidates.
(b) The shareholders recommend candidates of
directors.
(c) The Board’s performance evaluation shall be a
reference for nominating the reappointed directors.
Moreover, to enhance the effectiveness of the directors
in the exercise of their functions, the Company will keep
abreast of the times and arrange annual training courses
to improve the professional knowledge of the directors
with reference to the changes in internal and external
environmental conditions and development needs of the
Company.
2.The succession plan for the top-management
The Company has a top-management succession plan
for potential talents, and continuously evaluates the
succession status every year. In addition to having
excellent professional and management skills, the
successors must conform to the Company's cultural

-48-

Difference from the "Corporate
Implementation Status
Governance Best Practice
Evaluation Item
Principles for TWSE/TPEx
Yes No Abstract Explanation
Listed Companies" and reasons
values. After discussing and determining the successors,
the Human Resource Committee would review the
development schedule, categories and means of the
successors’ Individual Development Plan (IDP), and
foster them by using the Company’s resources through
multiple approaches, such as assigning project tasks, job
rotations, business management meetings, and coach
mechanism, so as to develop the competencies, namely
professional skills, strategic thinking, assertiveness to
lead, and so on that are required for the jobs they are
going to take over.
Note1: Implementation of the diversified policy for the composition of the Board members: Decision-
making ability
The Diversified Policy
Item		 Nationality or
Place of
Reistration		 Term of Office
Independent Dir
Ud 3
3 t 9		 Operational
judgment
abilit		 Accounting
and financial
analsis skills		 Operational
management
abilit		 Risk
management
abilit		 Industry
knowledge		 The
international
market		 Leadership
ability		 Decision-
making ability
Background Concurrent
Employees		 Age Groups
Ud 60
O 60		 for
ector
O 9
Name
Rocky Yang		 g ner
Years old		 ver
Years old		 ner
Years		 o
Years		 ver
Years		 y y y y outlook
R.O.C. Languages *
Steven Su
R.O.C. Law * *
Simon Juan
R.O.C. International
Rlti
eaons
Mark Chang
Malaysia Mechanical
Eii		 *
ngneerng
Chin-Li Lin
R.O.C. Social Sciences * *
Sean Lien Information
R.O.C. Engineering,
Business

Administration
Note: * is referred to possessing partial ability.
Note 2: Assessment item of independence of CPA, the abstract as following：
1. There is no direct or significant indirect financial interest relationship with the Company.
2. There is no financing or guarantee between the Company or the Directors and Supervisors.
3. There is no close business relationship with the Company.
4. There is no potential employment relationship with the Company.
5. There is no contingent fee arrangement relating to an audit engagement.
6. The members of the audit team have not acted as directors, supervisors or managers of the Company or have significant influence on the auditing cases
during the current or recent two years.

-49-

Difference from the "Corporate
Implementation Status
Governance Best Practice
Evaluation Item
Principles for TWSE/TPEx
Yes No Abstract Explanation
Listed Companies" and reasons
7. There are no important items that will directly affect the auditing of non-audit services provided by the Company.
8. No publicity or intermediary of shares or other securities issued by the Company.
9. Except for legally authorized business, there is no defense on behalf of the Company and third party legal cases or other disputes.
10.There is no family member relationship with the directors, supervisors and managers of the Company or persons who have significant influence on the
Company's auditing cases.
11.Not a joint certified public accountant (hereinafter referred to as CPA), who is a former partner within one year of disassociating from the firm, joins the
Company as a director, supervisor, or manager or is in a key position to exert significant influence over the subject matter of the audit engagement.
12.Not a CPA accepts gifts of great value or preferential treatment from the Company’s Directors, Supervisors, or managers.
13.The Company does not request any CPA to accept management's improper choices in accounting policies or improper disclosure on financial statements.
14.The Company does not, for the purpose of reducing fees, put pressure on any CPA to inappropriately contract the extent of the audit work performed.
Assessment item of suitability of CPA, the abstract as following：
1. Qualified as a CPA to perform CPA services.
2. Not subject to any disciplinary action imposed either by the competent authority and the accountant association, or according to the provisions of Article
37, paragraph 3 of the Securities Exchange Act.
3. Possess knowledge of the related industries to which the Company belongs.
4. Perform the audit work in accordance with the Generally Accepted Auditing Standards and Rules Governing Auditing and Certification of Financial
Statements by Certified Public Accountants.
5. Not take advantage of one's position as a CPA to engage in improper commercial competition.
6. The size and reputation of the CPA firm to which the CPA belongs is not subject to material damage.
7. Not provide audit services for consecutive seven years.
8. The quality and effective duration of the audit and taxation services provided is in line with demand.
9. No unreasonable rise in fees for audit and taxation certification.
10.Maintain a good communication channel with the Company’s management, Directors and Supervisors, and immediately inform the Company of changes in
laws and regulations.
Note 3: Continuing education for chief corporate governance officer:
Date
Organizer
Course Name
Training hours
Total training
hours
February 18, 2020
Taiwan Corporate Governance
Association
Impact Investment Do Well by Doing Good
1 hour
29 hours
June 23, 2020
Taiwan Corporate Governance
Association
Issues that directors and supervisors need to consider in
risk management, corporate sustainability and ESG after
the impact of the epidemic
1 hour
Date Organizer Course Name Training hours Total training
hours
February 18, 2020 Taiwan Corporate Governance
Association		 Impact Investment Do Well by Doing Good 1 hour 29 hours
June 23, 2020 Taiwan Corporate Governance
Association		 Issues that directors and supervisors need to consider in
risk management, corporate sustainability and ESG after
the impact of the epidemic		 1 hour

-50-

Difference from the "Corporate
Implementation Status
Governance Best Practice
Evaluation Item
Principles for TWSE/TPEx
Yes No Abstract Explanation
Listed Companies" and reasons
August 25, 2020 Taiwan Corporate Governance
Association		 Collapse of corporate governance and its influence based
on the Datong case		 1 hour
September 22, 2020 Taiwan Institute of Directors KPMG Leadership Academy Forum: Responding to
Drastic Changes and Risks, Improving Corporate
Governance		 3 hours
October 29, 2020 Taiwan Corporate Governance
Association		 The struggle for the right to operate companies: what did
the Supreme Court say?		 1 hour
October 30, 2020 Taiwan Corporate Governance
Association		 [Audit Committee Series] How does the Audit Committee
implement thefinancial reportreview		 3 hours
November 5, 2020 Securities and Futures Institute 5G Key Technologies and Application Opportunities 3 hours
November 5, 2020 Securities and Futures Institute Principles and Applications of Artificial Intelligence 3 hours
November 10, 2020 Taiwan Corporate Governance
Association		 [Audit Committee Series] How does the audit committee
supervise the effectiveness of internal control		 3 hours
November 27, 2020 Taiwan Corporate Governance
Association		 [Audit Committee Series] Advanced Practice Sharing of
Audit Committee-Towards 3.0 (Best Practices of Audit
Committee Convenor)		 3 hours
December 2, 2020 Taiwan Corporate Governance
Association		 The 16th Corporate Governance Summit Forum -
Corporate Governance Moving Forward-Corporate
Governance Blueprint 3.0, planning and execution of the
blueprintforsustainable development, etc.		 6 hours
December 31, 2020 Taiwan Corporate Governance
Association		 Companies’ strategies for making good use of capital
markets nowadays		 1 hour

-51-

Difference from the "Corporate
Implementation Status
Governance Best Practice
Evaluation Item
Principles for TWSE/TPEx
Yes No Abstract Explanation
Listed Companies" and reasons
2. Extra care should be taken when handling the employees' personal information, and the organizational requirements and employees' privacy should also be taken
care of. Unless it is required by governmental regulations, personal information of the employee must not be disclosed under any circumstances.
3. The hiring policies of the Company must adhere to all laws and regulations. The decision of hiring is based on the Company's operational requirements, job
content and the ability of the applicants; fair opportunities are provided to all applicants and staff, and must not be discriminated based on race, color of skin,
social status, language, belief, religion, political parties, place of birth, sex, sexuality, marital status, complexions, facial features, disability, constellation, blood
type, former labor union membership or other non-employment factors included in governmental regulations. The Company and the employees, as well as
among the employees, must treat one another with respect and integrity. There should not be any selfish motives. This principle is applicable to (but not limited
within) recruitment, hiring, training, promotion, compensation, welfare, transfer of personnel and other associations or recreational activities.
Note 5: Continuing education for finance and accounting supervisors, and audit supervisors:
Job Title
Names
Date
Organizer
Course Name
Traininghours
CFO
Tiffany Lin
September
10~11, 2020
Taiwan Accounting
Research and
Development Foundation
Continuing Training Class for Principal Accounting Officers of
Issuers, Securities Firms, and Securities Exchanges
12 hours
Audit
Supervisor
May Tu
July 13~17,
2020
BSI British Standards
Institution Taiwan
ISO 22301:2019 Business Continuity Management System
CQI&IRCA LeadAuditor Training Course
40 hours
December 2,
2020
The Institute of Internal
Auditors-Chinese Taiwan
Analysis of the "Corporate Self-Prepared Financial Report"
Policy and Key Discussions on Internal Audit and Internal
Control Practices
6 hours
December 4,
2020
Computer Audit
Association
Internal Control 2.0: Statistical Forecasting, Data Analysis,
Information Security and Fraud Detection
6 hours
December 13,
2020
ISACA (International
Society for Computer
Auditing)/Online Course
Getting Started with LinkedIn-Building an All-Star Profile
1 hour
December 29,
2020
Computer Audit
Association
Practical View of Trade Secret Protection
3 hours
Job Title Names Date Organizer Course Name Traininghours
CFO Tiffany Lin September
10~11, 2020		 Taiwan Accounting
Research and
Development Foundation		 Continuing Training Class for Principal Accounting Officers of
Issuers, Securities Firms, and Securities Exchanges		 12 hours
Audit
Supervisor		 May Tu July 13~17,
2020		 BSI British Standards
Institution Taiwan		 ISO 22301:2019 Business Continuity Management System
CQI&IRCA LeadAuditor Training Course		 40 hours
December 2,
2020		 The Institute of Internal
Auditors-Chinese Taiwan		 Analysis of the "Corporate Self-Prepared Financial Report"
Policy and Key Discussions on Internal Audit and Internal
Control Practices		 6 hours
December 4,
2020		 Computer Audit
Association		 Internal Control 2.0: Statistical Forecasting, Data Analysis,
Information Security and Fraud Detection		 6 hours
December 13,
2020		 ISACA (International
Society for Computer
Auditing)/Online Course		 Getting Started with LinkedIn-Building an All-Star Profile 1 hour
December 29,
2020		 Computer Audit
Association		 Practical View of Trade Secret Protection 3 hours

-52-

Implementation Status Evaluation Item Yes No Abstract Explanation

Difference from the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies" and reasons

Note 6: Information Security Management Framework:

The Company's information security management framework adopts the risk management methods of ISO 27001:2013 and ISO 31000. In consideration of the Company’s operating principles, the framework embodies a design of an appropriate structure, under which risk management and control measures are implemented through identification, analysis, evaluation and treatment in order to reduce the residual risk to below the acceptable level. The framework also establishes a management system for planning, implementation, check and act, and conforms to the ISO 29100:2011 Privacy Framework and the BS 10012:2017 Personal Information Protection Management System standards.

==> picture [283 x 329] intentionally omitted <==

Information Security and Personal Information Management Policy

  1. The main objectives of this policy are to effectively protect the confidentiality of sensitive information (including personal information), and to maintain the correctness and continuity of the Group's operations.

  2. The top management and decision-making unit of the Group's information security management is the Information Security and Personal Information Management Committee under 104 Corporation (hereinafter referred to as ISPIMC).

  3. The processing of the various information and personal information must comply with relevant laws and regulations, as well as the Company's contractual agreements with customers and suppliers.

-53-

Difference from the "Corporate
Implementation Status
Governance Best Practice
Evaluation Item
Principles for TWSE/TPEx
Yes No Abstract Explanation
Listed Companies" and reasons
4.
Any contracts signed between the Group and its outsourcing service providers shall comply with the relevant requirements set forth in the Personal Information
Management System (PIMS) and the Information Security Management System (ISMS).
5.
All personnel of the Group shall understand that all personal information and information obtained during the work period are assets of the Group, of which any
other unauthorized use is prohibited without permission.
6.
The ISPIMC shall, in accordance with the laws and regulations, business strategy and risk assessment results, set up objectives related to information security
and personal information protection.
7.
The Group’s ISMS and PIMS activities shall comply with the requirements of ISO 27001, BS 10012 and ISO 29100. Management activities shall include policy
establishment, resource provision, risk management, awareness and competence training, document control, internal audit, corrective actions, management review
and continuous improvement, etc.
8.
The Group's operations related to cardholder data should follow PCI DSS requirements.
9.
Control measures on ISMS and PIMS should cover the various domains, namely information security policies, organizations, human resources, asset management,
access control, cryptography, physical and environmental securities, operations, communications, system acquisition development and maintenance, supplier
relationship, information security incident management, information security aspect of business continuity management, and compliance.
10. All personnel within the Group should acquire information security and personal information protection awareness training and evaluate the skills training as
needed.
11. The implementation status of information security and personal information protection shall be included in the rewards and discipline system. Those who perform
well shall be rewarded at discretion, and those who violate relevant regulations shall be subject to the Company’s disciplinary measures.
12. Compliance of personal information management principles
12.1 The collection, processing and using of personal information shall be subject to an exact and strict review in accordance with R.O.C. laws and regulations and
the relevant regulations of the Company.
12.2 The collection of personal information should be collected the least amount within the necessary scope of specific purposes.
12.3 Except as otherwise provided in the laws, the obligation to provide the privacy information shall be fulfilled in accordance with R.O.C. laws and regulations on
the personal information protection and the procedures established by the Company.
12.4 Special safety control measures shall be applied for when collecting children's personal information directly.
12.5 The collection, processing and using of personal information files shall be based on the method of fairness, legality and good faith, shall not exceed the necessary
scope of specific purposes, and shall be reasonably related to the purpose for which it is collected.
12.6 Regularly review the personal information files inventory contained by the Group.
12.7 Appropriately maintain the correctness of the personal information files held by the Group.
12.8 The retention period of personal information files shall be made in accordance with laws and regulations, or the necessary scope of specific purposes.
12.9 Respect for the rights of personal information subject and shall provide a way for their exercise.
12.10 Safeguard the collected personal information files.
12.11 International transmission of personal information files shall be subject to appropriate safety controls.
12.12 Appropriate control measures shall be taken when rendering service to a subject who is not an R.O.C. citizen.
12.13 Establish and maintain the Group's PIMS to ensure the implementation of the information security and personal information protection policies

-54-

Difference from the "Corporate
Implementation Status
Governance Best Practice
Evaluation Item
Principles for TWSE/TPEx
Yes No Abstract Explanation
Listed Companies" and reasons
12.14 Confirm the status in an appropriate manner as to how the personal information files obtained by the Company through collection is used or processed by all
personnel within the Company and all outsourcing service providers of the Company.
12.15 Establish a sound PIMS and clearly define the roles and responsibilities.
13.
Carefully preserve the logs or records regarding collection, processing and using of personal information files.
14.
This policy should be communicated to all contract employees and related external personnel by appropriate means.
15.
This policy shall be reviewed at least once a year based on the results of the risk assessment, the needs and expectations of the interested parties, and the
relevant resolutions of the management review, so as to ensure its suitability, adequacy, and effectiveness.
Specific management programs:
The Company implements information security management according to ISO 27001:2013, personal information protection management according to BS
10012:2017, privacy framework according to ISO 29100:2011, and its specific solutions are described as follows:
1. Policy establishment: The information security and personal information management policy, which is stated above, is reviewed and revised at least once a year.
2. Resource provision: By convening internal budget meetings, regular and irregular meetings, collect and report on the activities and resources required to
implement information security management. Such activities and resources are sponsored by top management who pledge to provide necessary human and
material resources.
3. Risk management: Based on ISO 31000 requirement to identify, analyze, and evaluate the risk, and perform risk treatment to control risk below acceptable levels
4. Awareness and Training: Regularly hold new recruits' training, and conduct information security awareness and education through meetings, announcements and
occasional advocacy.
5. Document control: Establish a document management center, in which a four-level documentation system is built, reviewed and revised at least once a year.
6. Internal audit: Perform internal audit at least once a year and take corrective and preventive actions on non-conformities.
7. External Auditing: Assess compliance with international standards through an impartial and objective third party's perspective.
8. Corrective action: Corrective action is performed through root cause analysis, improvement measures and effectiveness tracking of non-conformities.
9. Management review: The management review meeting is convened at least once a year, in which the ISPIMC will review the implementation status of information
security and personal information protection, and resolve critical matters.
10. Continual improvement: Effectively and continuously improve the ISMS through risk management planning, implementation control measures, self-assessment,
internal audit, management review and corrective and preventive measures.
11. Strengthening the Management System: Continuously expand certification scope, and follow the future development of personal information and information
security management systems.
12. Strengthening the Cyber Defence Capabilities: Import new technology to continue to improve defense-in-depth.

-55-

Difference from the "Corporate
Implementation Status
Governance Best Practice
Evaluation Item
Principles for TWSE/TPEx
Yes No Abstract Explanation
Listed Companies" and reasons
9. Please explain the improvements which have been made in accordance with the results of the Corporate Governance Evaluation System released by the Corporate
Governance Center, Taiwan Stock Exchange, and provide the priority enhancement measures.
Below are results from the 6th corporate governance evaluation from the Corporate Governance Center in 2020:
No
Key targets for improvement in the
6th corporate governance evaluation
Improvements
made in 2020
Priority for improvement
in the future
1
If the Chairman of the board of directors and General Manager or an equivalent post (top manager) of the Company are the
same person or are related to each other as spouses or first degree of kinship, will the number of independent directors be
increased and will a majority of the directors not be employees or managers?
None.
Continuously assessed
2
Do members of the Company's Board of Directors comprise at least one female Director?
None.
Proposed improvement
in 2021.
3
Will the Company set up more seats for Independent Directors than the legal requirements voluntarily?
None.
Continuously assessed
4
Does the Company have a succession plan for Board Members and key management personnel and disclose their operations
on the Company's website or in the annual report?
Improved
Completed
5
Has the company set up functional committees other than statutory committees, and do such functional committees have no
less than three members, with at least half of the members being independent Directors, and does the company disclose the
organization, responsibility, and operations of such committees?
None.
Continuously assessed
6
Are there at least two independent directors attend in person at each board meeting?
Improved
Completed
7
Has the Company published the annual financial reports within two months after the end of the fiscal year?
Improved
Completed
8
Does the Company voluntarily disclose the individual remuneration details of each Director and Supervisor in its annual
report?
None.
Continuously assessed
9
Does the Company's annual report disclose the individual remuneration of the general manager and vice president?
None.
Continuously assessed
…
No Key targets for improvement in the
6th corporate governance evaluation		 Improvements
made in 2020		 Priority for improvement
in the future
1 If the Chairman of the board of directors and General Manager or an equivalent post (top manager) of the Company are the
same person or are related to each other as spouses or first degree of kinship, will the number of independent directors be
increased and will a majority of the directors not be employees or managers?		 None. Continuously assessed
2 Do members of the Company's Board of Directors comprise at least one female Director? None. Proposed improvement
in 2021.
3 Will the Company set up more seats for Independent Directors than the legal requirements voluntarily? None. Continuously assessed
4 Does the Company have a succession plan for Board Members and key management personnel and disclose their operations
on the Company's website or in the annual report?		 Improved Completed
5 Has the company set up functional committees other than statutory committees, and do such functional committees have no
less than three members, with at least half of the members being independent Directors, and does the company disclose the
organization, responsibility, and operations of such committees?		 None. Continuously assessed
6 Are there at least two independent directors attend in person at each board meeting? Improved Completed
7 Has the Company published the annual financial reports within two months after the end of the fiscal year? Improved Completed
8 Does the Company voluntarily disclose the individual remuneration details of each Director and Supervisor in its annual
report?		 None. Continuously assessed
9 Does the Company's annual report disclose the individual remuneration of the general manager and vice president? None. Continuously assessed
…

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(4) Operation of Remuneration Committee:

A. Members and information of Remuneration Committee:

Has more than 5 years of work experience and the following Has more than 5 years of work experience and the following Has more than 5 years of work experience and the following Compliant to the requirements of independence Compliant to the requirements of independence Compliant to the requirements of independence Compliant to the requirements of independence Compliant to the requirements of independence Compliant to the requirements of independence Compliant to the requirements of independence Compliant to the requirements of independence Compliant to the requirements of independence Compliant to the requirements of independence
Criteria

professionalqualifications
(Note)
Instructor or a higher A judge, prosecutor,

post in a private or
lawyer, CPA, or other		 Work experience Number of remuneration committee
Identity status public college or professional practice necessary for
memberships concurrently held in
university in the field or technician that commerce, law, 1 2 3 4 5 6 7 8 9 10
other public companies
of commerce, law, must undergo finance, accounting,

finance, accounting,
national examinations
or business of the

or business of the		 and specialized Company
Name
Company license
Independent
director		 Sean Lien V V V V V V V V V V V 1
Independent
director		 Chin-Li Lin V V V V V V V V V V V 0
Other Joseph S.
Lee		 V V V V V V V V V V V 0

Note: During the two years before being elected or during the term of office, members comply with the following conditions:

  • (1) Not an employee of the Company or its affiliates.

  • (2) Not a director or supervisor of the Company or its affiliates (not limited to the independent directors that are set in accordance with this regulation or local laws and regulations and serve in the Company and its parent company, subsidiaries or subsidiaries of the same parent company).

  • (3) Not a natural person shareholder who holds more than 1% of issued shares or is ranked top 10 in terms of the total quantity of shares held, including the shares held in the name of the person’s spouse, minor children or in the name of others.

  • (4) Not a spouse, a relative within the second degree of kinship, or a lineal blood relative within the third degree of kinship, of a manager listed in (1) or a person listed in (2) or (3).

  • (5) Not a director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the company, or that ranks among the top five in shareholdings, or that designates its representative to serve as a director or supervisor of the company under Article 27, paragraph 1 or 2 of the Company Act (not limited to the independent directors that are set in accordance with this regulation or local laws and regulations and serve in the Company and its parent company, subsidiaries or subsidiaries of the same parent company).

  • (6) If a majority of the Company's director seats or voting shares and those of any other company are controlled by the same person: not a director, supervisor, or employee of that other company (not limited to the independent directors that are set in accordance with this regulation or local laws and regulations and serve in the Company and its parent company, subsidiaries or subsidiaries of the same parent company).

  • (7) If the chairperson, general manager, or person holding an equivalent position of the Company and a person in any of those positions at another company or institution are the same person or are spouses: not a director (or governor), supervisor, or employee of that other company or institution (not limited to the independent directors that are set in accordance with this regulation or local laws and regulations and serve in the Company and its parent company, subsidiaries or subsidiaries of the same parent company).

  • (8) Not a director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the Company (not applicable when the specific company holds more than 20%, less than 50% of the total outstanding shares of the Company and the independent director is set in accordance with this regulation or local laws and regulations and serves in the Company and its parent company, subsidiaries or subsidiaries of the same parent company).

  • (9) Not a professional individual who, or an owner, partner, director, supervisor, or officer of a sole proprietorship, partnership, company, or institution that, provides auditing services to the company or any affiliate of the company, or that provides commercial, legal, financial, accounting or related services to the company or any affiliate of the company for which the provider in the past 2 years has received cumulative compensation exceeding NT$500,000, or a spouse thereof; provided, this restriction does not apply to a member of the remuneration committee, public tender offer review committee, or special committee for merger/consolidation and acquisition, who exercises powers pursuant to the Act or to the Business Mergers and Acquisitions Act or related laws or regulations.

  • (10)Where none of the circumstances in the subparagraphs of Article 30 of the Company Act applies.

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B. Information on the operation of Remuneration Committee:

(1)There are three members in the Company's Remuneration Committee.

(2)The term of this Remuneration Committee started on May 30, 2018, and ends on May 29, 2021. Two Remuneration Committee meetings were held in the last fiscal year (A), qualifications of the members and attending members were as the following:

Times of attendance in person Percentage of attendance in
Job Title Name Time of proxy attendance Remarks
(B) person(%) (B/A) (Note)
Convener Sean Lien 2 0 100%
Member Chin-Li Lin 2 0 100%
Member Joseph S. Lee 2 0 100%
Other notes required to be disclosed:
1.If the Board of Directors rejects or amends the suggestions of the Remuneration Committee, it should state the date of the Board Meeting, the term of the fiscal year, the
content of the proposal, and resolution of the Board Meeting and the follow-up treatments (e.g., if the resolution of the Board Meeting states that the amount of remuneration
is higher than that of the suggestions from the Remuneration Committee, the Board should specify the difference in number and the reason behind the resolution): None.
2.If there is any member who opposes or has reservations to the resolution of the Remuneration Committee, and there is a record or a written statement for it, that record or
statement should contain the date of the Board Meeting, the term of the fiscal year, the content of the proposal, and opinions of all members and the follow-up treatments:
None.
3.Important resolutions made by the Remuneration Committee in the most recent year and up to the publication date of the annual report:
Meeting Date
Subject for Discussion
Result of the Resolution
The Company’s Follow-up Action to
the Remuneration Committee’s
Opinion
May 13, 2020
It is proposed that the Company appropriate
remuneration to directors and supervisors and
compensation to managers and employees for 2019.
All members approved of the
proposal as it had been
proposed.
Proceeded such proposal to the 13th
Meeting of the 8th term Board of
Directors Meetings, where all directors
present approved of such proposal as it
had been proposed.
October 26,
2020
It is proposed that the Company appropriate the 2020
year-end bonus, performance bonus to managers, as
well as set a special talents stock ownership trust limit
therefor.
All members approved of the
proposal as it had been
proposed.
Proceeded such proposal to the 15th
Meeting of the 8th term Board of
Directors Meetings, where all directors
present approved of such proposal as it
had been proposed.
It is proposed that the Company have an annual pay
raise for managers in 2021 (including promotions with
pay raises) and set a limit to employee stock ownership
trust (ESOT) contribution.
All members approved of the
proposal as it had been
proposed.

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  • (5) Implementation of Corporate Social Responsibilities (CSR) and difference from "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies" and reasons:
Difference from the Difference from the
Implementation Status "Corporate Governance Best
Evaluation Item
Practice Principles for

TWSE/TPEx Listed
Yes No Abstract Explanation
Companies"and reasons
1. Does the Company conduct risk assessments on V The Company conducts a risk assessment of major issues related Corresponds to the Principle .

environmental, social, and corporate governance issues		 based on the materiality principle of corporate social

related to its operations in accordance with the		 responsibility and formulates relevant risk management policies

materiality principle and establish relevant risk		 or strategies as follows:

management policies or strategies?		 1.Environmental Protection
The Company is an information services company whose core
business is in the sector of internet business. We provide
external job/talent searching services using internet technology
to save recruitment costs and resources. Our EHRMS provides
enterprises with an electronic human resources management
system to reduce the costs of human resources logistics and
paper consumption. In response to the epidemic, a video
interview service was launched in 2020 to reduce the carbon
emissions generated by the transportation of job seekers. Due
to the nature of the industry, the Company did not cause any
environmental pollution. As a global citizen, the Company
recognizes the importance of environmental sustainability, so
we have set up an internal employee portal that integrates
payroll management, attendance management, general
procurement, request for payment and loans, announcement,
and performance appraisal. We hope to reduce paper
consumption by electronically managing the internal sign-off
process.
The Company is not classified in the manufacturing industry
and does not manufacture products; therefore, we don’t
consume raw materials or a large amount of water resources.
The primary electric energy consumption for the Company is
from the computers in an office setting and equipment in the
mechanical room. The Company's energy management policy
includes prioritizing energy-efficient equipment to reduce
energy consumption and using PEFC (Program for the
Endorsement of Forest Certification) photocopied paper to

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Difference from the
Implementation Status "Corporate Governance Best
Evaluation Item
Practice Principles for

TWSE/TPEx Listed
Yes No Abstract Explanation
Companies"and reasons
encourage reuse and reduce waste.
2.Product Responsibility
The employment service business provided by the Company
follows the regulations of the Employment Service Act and the
Personal Information Protection Act in the planning, design
and development of products.
3.Labor Relations
Adhering to relevant laws and regulations and the business
philosophy of rewarding and sharing with the employees, the
Company has been planning and implementing a variety of
systems and benefits, such as an effective grievance system, to
promote the strong labor relations. We also provide our
employees with comprehensive training packages and
motivational programs for the improvement of talent
competitiveness.
4.Integrity
The Company has an Integrity Management Unit under
Corporate Governance and Sustainable Development
Committee, which is promoted by the Finance and
Administrative Division, to regularly report to the committees
and the Board of Directors on the implementation of integrity
management in the previous year. This team also assists the
Board of Directors in checking and evaluating the effectiveness
of the preventive measures established for the implementation
of integrity management. The Company has set the Principles
of Integrity Operation, Principles of Ethical Behavior, Code of
Conduct for Employees, and internal control system in place.
We also implement anti-corruption enforcement measures in
line with internal audits and internal controls to evaluate our
own operations and provide a channel for reporting ethics
violations.
5.Information Security
The Company has set up Information Security and Personal
Information Protection Committee, which formulates

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Difference from the Difference from the
Implementation Status "Corporate Governance Best
Evaluation Item
Practice Principles for

TWSE/TPEx Listed
Yes No Abstract Explanation
Companies"and reasons
corresponding policies on information security and personal
information protection. For personal information collected
from all the customers and stakeholders of the Company for the
purpose of business, we guarantee to protect the information
privacy under the Personal Data Protection Act and ensure its
utilization in accordance with the laws. We also strengthen our
data security measures to ensure the protection of data.
6.Corporate Governance
We ensure all the personnel and their operations in line with
the relevant laws and regulations by establishing and
implementing the mechanism of corporate governance and
internal control system.
2. Does the company establish exclusively (or V The Company has been approved by the Board of Directors in Corresponds to the Principle .

concurrently) dedicated first-line managers authorized by		 2020 to integrate the "Corporate Governance Promotion Unit",

the board to be in charge of proposing the corporate		 "Integrity Management Promotion Unit" and "Corporate Social

social responsibility policies and reporting to the board?		 Responsibility Promotion Unit", and set up the "Corporate
Governance and Sustainable Development Committee" as the
highest guiding unit of sustainable development planning and
discussions. In addition, the Chairman of the Board would
appoint the chief corporate governance officer to serve as the
chairman, and regular quarterly meetings are held. In
accordance with the direction of sustainable development,
various working groups have been established under the
Committee, including corporate governance, integrity
management, employee relations, environmental development
and social participation units. Each unit is composed of core
members from relevant departments and is responsible for the
promotion of sustainable affairs, and has a social responsibility
code of practice to implement relevant regulations. The
business development situation for 2020 has been reported to
theBoard of Directors on February25,2021.
3. Environment Topic
(1) Does the company establish proper environmental
management systems based onthe characteristics of		 V The Company has employed electronic exchange of official Corresponds to the Principle .
letters,significantlyreducingthe consumption ofpaper.

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Difference from the Difference from the
Implementation Status "Corporate Governance Best
Evaluation Item
Practice Principles for

TWSE/TPEx Listed
Yes No Abstract Explanation
Companies"and reasons
their industries? In addition, due to the industrial characteristics of the
Company, the Company do not have any manufacturing-related
activities, Therefore, it has not been certified by ISO 14001 or a
similarenvironmental management system.
(2) Does the company endeavor to utilize all resources
more efficiently and use renewable materials which
have low impact on the environment?		 V The Company has given priority to the internal use of energy- Corresponds to the Principle .
saving products, the replacement of energy-saving lamps, the
full use of PEFC (Program for the Endorsement of Forest
Certification), the reuse of recycled photocopying paper, the
transmission of internal documents in old envelopes, the regular
recycling of used toner cartridges, used batteries, used paper,
used desks and chairs, and used computers. Total scrapped
items in 2020 were 308 pieces, including office computers and
server facilities.
(3) Has the Company assessed the current and future
potential risks and opportunities arising from climate
change and taken corresponding countermeasures?		 V Please refer to Note 1 (page 72) for details of the Company's Corresponds to the Principle .
ongoing concern and active response to the issue of climate
change, the risks of climate change and measures to address
them.
(4) Does the Company collect data for greenhouse gas
emissions, water usage and waste quantity in the
past two years, and set energy conservation,
greenhouse gas emissions reduction, water usage
reduction and other waste management policies?		 V As an information and service provider, the Company's Corresponds to the Principle .
environmental management tasks are carried out by General
Procurement Office. Since the Company does not undertake
product assembly or productions and hence will not create
industrial pollution, including wastewater discharge or air
pollution. Nevertheless, we will continue to promote various
energy conservation and carbon reduction strategies internally.
The relevant measures are as follows:
1. The professional cleaning company sends cleaners to do the
cleaning at the office daily, and we have placed recycling
bins to encourage recycling and lower the impact to the
environment.
2. The office is sanitized routinely and the air conditioner fan-
coil unit is cleaned to keep the environment tidy.
3. We routinely inspect the indoors CO2 and air quality and
conduct quality inspections on the drinking water.
4. The Company now uses T5 energy-saving florescent tubes or

-62-

Difference from the
Implementation Status "Corporate Governance Best
Evaluation Item
Practice Principles for

TWSE/TPEx Listed
Yes No Abstract Explanation
Companies"and reasons
LED lamps.
5. Timers are installed on all air conditioners, and we launched
and awareness campaign to promote keeping the inside
temperature warmer in the summer to save energy.
6. Energy-saving measures:
The environmental impact of the Company's operating
activities is mainly on the electricity used in office premises.
The total carbon emissions from the Company's operations in
Taiwan was 1,124.726 metric tons in 2020, a 1.93% decrease
compared to 1,146.866 metric tons in 2019, and carbon
emissions per ping was 41.16 kg in 2020, a 5.96% decrease
compared to 43.77 kg per ping in 2019. In 2020, despite the
increase in the number of office area, we will be able to
achieve the goal of energy saving and carbon reduction with
the continuous renewal of power consumption equipment
and automatic control of power consumption adjustment.
The goal is to reduce carbon emissions by 2% per ping in
2021.
Carbon emissions for the last six years are shown as the
following:
0
20
40
60
80
104
105
106
107
108
109
KG
Year
Average carbon emission per
ping

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Difference from the Difference from the
Implementation Status "Corporate Governance Best
Evaluation Item
Practice Principles for

TWSE/TPEx Listed
Yes No Abstract Explanation
Companies"and reasons
4. Social Topic
(1) Does the company formulate appropriate V The Company complies with relevant labor codes and Corresponds to the Principle .
management policies and procedures according to international human rights treaties, such as gender equality,
working rights, anti-discrimination regulations, protecting the
employees' human dignity, and basic human rights. We seek to
achieve equality and fairness in hiring, employment conditions,
compensation, benefits, training, assessment, and opportunities
for promotion. We have therefore constructed adequate
management method and procedures such as the "Code of
Conduct for Employees" and "Regulations of Employees'
Rewards and Penalties". We have conducted research on
compensation levels in markets to provide competitive
compensation, bonuses, and benefits for our employees. We
have also launched educational training for the employees, and
implemented employees' group insurance plans/leave
system/performance management system and corporate pension
plans as required by law.

relevant regulations and the International Bill of

Human Rights?
(2) Has the Company established and offered proper V The Company has had compensation management, leave Corresponds to the Principle .

employee benefits (including compensation, leave,		 management, performance management, and management
development in place, which clearly define employees
compensation structure, the leave system, employee benefits,
and benefits and performance appraisal. In addition to
providing a better leave system containing more day-offs than
regulated in the laws, we also define the correlation of the
operational achievements, performance ratings, and bonus
distribution to improve workforce productivity through
incentive standards.

and other benefits) and appropriately reflected the

operating performance or achievements in employee

compensation?
(3) Does the company provide a healthy and safe V The Company provides a safe and healthy working Corresponds to the Principle .
working environment and organize training on health environment for the employees:
1. The Company covers regular health checkups for employees
every two years, health checkup follow-ups, and holds
lectures/training on the topics of coping with stress, first aid,
and fire safety, and arrange occupational safety and health
doctoronsite visits every quarter.There are alsofirst aidkits,

and safety for its employees on a regular basis?

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Difference from the
Implementation Status "Corporate Governance Best
Evaluation Item
Practice Principles for

TWSE/TPEx Listed
Yes No Abstract Explanation
Companies"and reasons
AED (Automated External Defibrillator), and designated
first-aid personnel on each floor to protect the health and
safety of our employees.
2. The Company holds lectures on health issues and launches
health-promoting activities (e.g. health exercises, seminars
on quitting smoking, weight loss competitions, and point-
collecting competitions for health) on a regular basis to bring
awareness of self-management of health to the employees,
and assist them to solve potential and existing health issues,
and reduce the incidence of the disease. This is done to help
employees to promote their health and increase their work
efficiency.
3. To fulfill the policy of protecting mothers and constructing a
family friendly workplace, the Company features excellent
breastfeeding rooms, providing mothers everything they
need so they can breastfeed in this private and comfortable
space. Not only do they fit the standards required by law, the
rooms are also very comforting (e.g. there are accessible
restrooms inside) and thoughtful supplies are also available
for employees using the rooms.
4. Formulated in accordance with the Occupational Safety and
Health Act, the four major programs to build a safe and
secure workplace include: (a) to prevent human factors
hazards; (b) to prevent disease induced by exceptional
workload; (c) to prevent wrongful physical or mental harm
during the execution of job duties; and, (d) to protect
maternal health.
5. "Regulations on Prevention and Punishment of Sexual
Harassment and violence at Workplace" provides the
employees a channel for complaints, and creates a safe and
orderly working environment.
6. We purchase casualty insurance and group health insurance
for the employees and their family members.
7. The Company has formulated"Approaches on Disaster

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Difference from the Difference from the
Implementation Status "Corporate Governance Best
Evaluation Item
Practice Principles for

TWSE/TPEx Listed
Yes No Abstract Explanation
Companies"and reasons
Recovery Management" and hold annual drills for the secure
protection of computer facilities.
8. To keep employee health, we offer subsidy for flu vaccines
for our employees every year, and this has effectively
enhanced the public safety and health in our work
environment.
9. In order to improve employees' psychological and social
health, the Company cooperated with the Taoyuan Lifeline
from 2017 to promote the Employee Assistance Program
(EAP), which provides employees with multiple advisory
service channels.
10.Regularly conduct CO2 and PM2.5 air quality inspections
and regular water quality inspections every six months to
safeguard environmental health for employees.
11.The Company holding an employee cafeteria, hiring
certified chefs and sanitary management specialists in order
to improve food hygiene. As the nutritional gatekeepers, we
conducted self-inspection to monitor our group meals,
according to the Regulations on Good Hygiene Practice for
Food (GHP).
12.In order to ease the employees' burden of finding a nanny,
and help them work without worry, the Company set up a
corporate affiliated daycare center for employees' children
(New Taipei City Government Registration Number 142-1).
All employees'children age 0 to 2 are eligible to register.
(4) Does the company provide its employees with career V The Company draws up annual training plan according to the Corresponds to the Principle .

development and training sessions?		 Company's strategic development plan, holding professional
and managerial courses for individual professions. The
Company continually opens 104 college of planning,
engineering and management since 2019. There will be after-
class assessments or tests, and employees can draw up
individual development plan (IDP) if they are willing to do so
in order to develop their abilities. The company received the
National Talent Development Awards in 2020.

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Difference from the Difference from the
Implementation Status "Corporate Governance Best
Evaluation Item
Practice Principles for

TWSE/TPEx Listed
Yes No Abstract Explanation
Companies"and reasons
(5) Has the Company followed relevant laws, regulations
V		 The products and services developed by the Company are in Corresponds to the Principle .

and international guidelines for its customers’ health		 accordance with the laws and regulations related to intellectual
property rights in Taiwan, and apply to the Intellectual Property
Office of the Ministry of Economic Affairs to obtain patent or
trademark rights, or to obtain copyright or trade secret
protection after the creation of the work. The Company strives
for protecting customer privacy. In addition to complying with
the personal data protection law and implementing information
security management, we also build network firewalls and anti-
virus mechanisms to protect our information systems from
unauthorized access and malicious software. The Company
clearly specifies the content of each product or service on its
respective website, mobile website, written or electronic or
marketing materials during the promotion, so that users can
clearly understand the contents, users’ rights are ensured.
 Intellectual Property Management Plan:
To effectively manage and utilize the intellectual property
ensuring of the Company's R&D achievements, we encourage
technical innovation and improve operational efficiency to
enhance market competitiveness. The Company has set the
guidelines for intellectual property rights in place on April 1,
2009. Legal Division as a primarily responsible
administration, ensures the Implementation and execution of
the corporate operation in line with these guidelines.
The Company’s website and system tools products are
protected by Taiwan Copyright Act and Trade Secrets Act,
patents related to technological innovation, and trademarks
related to marketing brands, are in accordance with Taiwan
Patent Act and Trademark Act, actively apply to the
competent authority (Intellectual Property Office of the
Ministry of Economic Affairs) for patent rights and
trademark rights, and construct a network of intellectual
property rights protection.
Inorder to consolidatemarketcompetitiveness,the Company


and safety, customer privacy, marketing and labeling

of its products and services and established relevant

consumer protection policies and grievance

procedures?

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Difference from the
Implementation Status "Corporate Governance Best
Evaluation Item
Practice Principles for

TWSE/TPEx Listed
Yes No Abstract Explanation
Companies"and reasons
attaches great importance to the protection of product
technological innovation. Combined with the annual
important product development projects, after screening, the
first "invention patent" with the highest technological
innovation level is applied for, and the number of
applications is increased in the initial stage. The mid-term is
supplemented by quality improvement, and the latter is the
goal of equal emphasis on quality, with special emphasis on
subsequent patent applications in order to give full play to the
value of patents.
The Company gives considerable incentive bonuses and
internal announcements to individuals or teams’ deeds for
inventions that are beneficial to the development of new
products or the creation of new revenue models by
implementing the regulations of the intellectual property and
Regulations of Employees' Rewards and Penalties.
 Intellectual property risks and countermeasures:
The Company is a member of the Internet technology
industry, where technological innovations are rapidly
evolving and intellectual property rights are important to the
Company. If the Company fails to properly acquire, maintain
and utilize intellectual property rights, in addition to failing to
actively strengthen its competitive position in the market, the
risk is that it may infringe upon the intellectual property
rights of others, causing the Company to discontinue its
products and bear the corresponding financial risks.
Therefore, in order for the Company to maintain its leading
position in the job hunting market and to prevent
infringement lawsuits from occurring, which may weaken the
Company's competitive power in the market and affect the
shareholders' equity, the only way to reduce the possible risks
in the future is to continue to invest and innovate product
research and development momentum. For this reason, the

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Difference from the
Implementation Status "Corporate Governance Best
Evaluation Item
Practice Principles for

TWSE/TPEx Listed
Yes No Abstract Explanation
Companies"and reasons
Company has set aside a considerable amount of budget each
year for product development and actively acquires
intellectual property rights in order to meet future challenges.
 Implementation status:
The Company has arranged for the Chief Legal Officer to
teach a course on the importance of intellectual property to
the company's competition in the training for new employees.
In addition, during the year, the Chief Legal Officer has
taught a course on the protection of intellectual property
rights from a supervisory point of view for mid-level and
senior departmental executives. This course builds a basic
concept and understanding of the importance of intellectual
property rights for mid-level and senior executives and
general employees, and facilitates the Company's intellectual
property management program.
At the end of 2020, the Company has obtained 19 invention
patents, 6 new model patents, and 2 design patent from the
Intellectual Property Office of the Ministry of Economic
Affairs. There are still 3 invention patents and 1 new model
patent under review. The Company has also obtained 2
invention patents in Mainland China. The Company has
obtained 56 trademarks, and 1 is still under review.
Important patents include:
(a) Recommended /method and Recommended System
(b) Instant Recommendation Method and System
(c) Salary Forecasting System Methodologies and System
(d) Article Recommendation Method and Computer-readable
Media
(e) Member Registration System That Makes Registration
Easy
The Company has taken the initiative to obtain the
certifications of ISO27001 (Information Security Management
System) and BS10012 (Personal Information Management
System) to ensure the complete protection of important

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Difference from the Difference from the
Implementation Status "Corporate Governance Best
Evaluation Item
Practice Principles for

TWSE/TPEx Listed
Yes No Abstract Explanation
Companies"and reasons
information assets (including business confidential information)
and the profiles of our members.
The implementation of intellectual property in 2020 has been
reported to theBoard of Directors on February25,2021.
(6) Has the Company established the supplier V The Company has supplier management policies in place, Corresponds to the Principle .

management policies, requesting suppliers to comply		 which is used to manage and evaluate the suppliers' conduct,
takes the corporate social responsibility into account in the
selection of suppliers, and prioritizes suppliers that operate with
integrity.
The management policy that the Company operates in the
selection of the suppliers that provide the general equipment,
general supplies, food ingredients, and tableware as follows:
1. Supplier Evaluation
The suppliers must pass the assessments and follow the
supplier management procedure before the Company places
an order. The Company will give prioritize food ingredients
suppliers with the certifications of Hazard Analysis Critical
Control Point (HACCP) and Chemical Abstracts Service
(CAS). However, for those without the certifications, they
shall provide in-house or outsourcing food sampling reports.
The detergents, antiseptics, and desiccants used by
dishwashing suppliers shall comply with the Act Governing
Food Safety and Sanitation. The suppliers shall have a self-
inspection program in place to prevent any residues from
starch, grease, E.coli, and detergents.
2. Supplier Audits
In the event where the supplier violates the Corporate Social
Responsibility Policy and has a severe impact on the
environment and society, the Company shall reduce or stop
the procurement from it. We will irregularly request the
suppliers for providing self-inspection records (including
handling of abnormal situations) and outsourcing sampling
reports about food ingredients.
3. Supplier Training

with relevant laws and regulations related to

environmental protection, occupational health and

safety, or labor rights and their implementation

status?

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Difference from the Difference from the
Implementation Status "Corporate Governance Best
Evaluation Item
Practice Principles for

TWSE/TPEx Listed
Yes No Abstract Explanation
Companies"and reasons
The Company irregularly provides the supplier with the
norms of environmental, safety or food safety and hygiene
issues.
The management of suppliers of food ingredients and tableware
in 2020 is as follows.
1. In accordance with its supplier management policies, the
Company prioritizes and orders from the suppliers that
operate with integrity and pass the assessments.
2. The Company has passed the self-inspection of food
ingredients in hydrogen oxide and the additive of metanil
yellow in August.
The Company weekly conducts the self-inspection of starch
and grease. We also outsourced and passed the sanitary
inspection of water for E. coli on July 16 and October 15.
3. Both the cafeteria and kitchen of the Company are regularly
disinfected and cleaned by the manufacturer with the
certification issued by the Environmental Protection
Administration.
We also irregularly disinfect and clean the office space on a
quarterly basis.
4. The Company irregularly provides the supplier with the
norms of food safety and hygiene issues.
5. Does the Company refer to international standards or V The Company prepared the "Corporate Social Responsibility Corresponds to the Principle .

guidelines for the preparation of corporate social		 Reports" in accordance with the "Rules Governing the
Preparation and Filing of Corporate Social Responsibility
Reports by TWSE Listed Companies" and Global Reporting
Initiative Standards version issued by GRI as the main
framework. Except as disclosed in the annual reports, the
Company also discloses on the tabs of "Corporate Social
Responsibility" and "Corporate Governance" on its official
website. However, the Company has not outsourced a third-
party certification body to certify the reports.

responsibility reports and other reports that disclose the

Company's non-financial information? Has the

Company received assurance or certification of the

aforementioned reports from a third-party certification

body?

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Difference from the Difference from the
Implementation Status "Corporate Governance Best
Evaluation Item
Practice Principles for

TWSE/TPEx Listed
Yes No Abstract Explanation
Companies"and reasons
Note 1: Risks of climate change and remedial measures:
Risk Type Impact on operating activities Description of risk
opportunity		 Remedial Measures Remedial Action
Extreme
weather events
(storm and
flood)		 Severe storms caused
Taipower’s power supply to be
interrupted or unstable, causing
the Company’s engine room
operations to be interrupted		 Improve the
company's ability to
respond to extreme
weather events		 1. The uninterruptible power system and
generator system are installed in the
operating engine room to ensure that
the system does not crash due to
temporary power outage and can
continue to supply power in the event
of a power failure.
2. Set up an off-site backup system. If a
major abnormality occurs in the
system, the off-site backup system can
immediately continue the service.		 1. Maintenance contracts are signed
with suppliers in regards to the
uninterruptible power systems and
generator systems. UPS has regular
maintenance every two months and
generators have regular
maintenance every month.
2. Regular off-site backup drills are
conducted every year to ensure the
smooth conversion of the system.
Employees are unable to go out
to work on duty due to storms
and causes customer service
interruption		 1. We promotes the digitization of
internal processes and implement
remote office and work from home
drills.
2. The Company updated the customer
service telephone system.		 Through IP phone function and VPN
connection, customer service
employees can be on duty at home
during the alarm period.
Due to temperatures rise,
electricity consumption, costs
and carbon emissions increase		 Decrease operating
cost		 Replace old electrical equipment,
improve equipment efficiency,
implement a low-energy-consumption
working environment, and achieve the
policy goal of energy saving and carbon
emission reduction.		 In 2020, we invested NT$30,257,973
for equipment replacement.
Extreme weather caused traffic
and roads interruption, and
onsite interview could not be
carried out		 Launch of paperless
services		 Develop digital online tools to promote
the digitization of the recruitment market
and reduce carbon emissions.		 Introduction of the video interview
function and allowing job seekers to
interview with companies online
without going back and forth in traffic
can improve work efficiency and
increase job security.

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Difference from the
Implementation Status "Corporate Governance Best
Evaluation Item
Practice Principles for

TWSE/TPEx Listed
Yes No Abstract Explanation
Companies"and reasons
6. If the Company has established the corporate social responsibility principles based on "the Corporate Social Responsibility Best-Practice Principles for
TWSE/TPExListed Companies", please describe any discrepancy between the Principles and their implementation:No difference.
7. Other important information to facilitate better understanding of the Company’s corporate social responsibility practices:
(1) Startup Section: To encourage startups’ growth in Taiwan, assist upgrading and transformation of industries, Startup Section provides startups established under three
years free job posting advertisement for 30 days 3 times a year, lower the talent recruitment costs in initial stage and promote reputation.
(2) Disability Section: Automatically extract job vacancies which mentioned that is suitable for the disable in job description through platform mechanism. For example
visually impaired acceptable, hearing or motion and balance impairment, autism acceptable, chronic diseases acceptable, moving functional limitation (upper limbs,
lower limbs and trunk ) acceptable, vocal and speech impairment acceptable, facial disfigurements and other handicapped acceptable.
(3) Education and Career Maps: Collects millions resumes of graduations of day and night colleges, follows senior school mates of same department and school in 10 years
whose motion for advance to a higher school or employment, certifications and specialties possessed, etc. Provides information to students and new graduates for
reference.
(4) Job Description Encyclopedia: We explore over 44 job categories to explicate the substance and development of each job duty from ten dimensions including: job
missions, personality, supply and demand, sex and age distribution of those who are currently working at these duties, required competencies, remuneration, education
level, job stability, times unemployed, and possible career developments. We provide students and those new to the workplace basic knowledge and advanced analysis
before they embark on job searching.
(5) Student Practicum Section: Provides corporate internship opportunities, campus internship information, internship tips, and internship experience sharing by senior
schoolmates, etc.
(6) Angelic Volunteer Bank: We assist NPO/NGOs in posting volunteer vacancies for free. Through the power of information spreading on 104 Job Bank, we help stabilize
the source of volunteers and increase the ratio of adult volunteers.
(7) World of Work Platform: Through the big data accumulated by 104 from various industries, high school and junior high school students can explore careers and disciplines
that suit their talents. We also called for career volunteers to answer children's career questions through Q&A online. In addition, volunteers entered middle and high
schools to share career opportunities and stories with students.
(8) Career Academy: Let university students find their talents through self-exploration; let them find the career direction that suits their talents from the World of Work; let
them develop their professional work skills and competencies through the 104 Seminar's physical and online courses; let them experience the workplace, develop
competitiveness, and accumulate work experience through the recommended internships. We hope that every university student in Taiwan will be able to find a good job
that suits his or her personality and talent when they graduate.
(9) Workplace Skills: Provide more than 2,000 great articles to help enhance the soft competence of the workplace.
(10) Payroll Information: The salary data in the resume database are collected to provide salary range quotes for new graduates and office workers in various positions.
(11) Job Searching Wizard: Includes career navigation, skills testing, and precision learning services. Career navigation uses the collective data at 104 to provide users with
career paths of millions of people and helps the users explore possible career paths for the next stage. Skill assessment provides users with professional skills tests, which
helps the users understand their competence compared to other career competitors. Precision learning provides a personalized learning environment by integrating online
videos and article resources relevant to occupational skills.
(12) Company Reviews: Through incumbent and former employees’ suggestions, encourage companies establish a more friendly work environment, let job seekers acquire
complete and objective information about companies.

6. If the Company has established the corporate social responsibility principles based on "the Corporate Social Responsibility Best-Practice Principles for TWSE/TPExListed Companies", please describe any discrepancy between the Principles and their implementation: No difference.

7. Other important information to facilitate better understanding of the Company’s corporate social responsibility practices: (1) Startup Section: To encourage startups’ growth in Taiwan, assist upgrading and transformation of industries, Startup Section provides startups established under three years free job posting advertisement for 30 days 3 times a year, lower the talent recruitment costs in initial stage and promote reputation.

(2) Disability Section: Automatically extract job vacancies which mentioned that is suitable for the disable in job description through platform mechanism. For example visually impaired acceptable, hearing or motion and balance impairment, autism acceptable, chronic diseases acceptable, moving functional limitation (upper limbs, lower limbs and trunk ) acceptable, vocal and speech impairment acceptable, facial disfigurements and other handicapped acceptable.

(3) Education and Career Maps: Collects millions resumes of graduations of day and night colleges, follows senior school mates of same department and school in 10 years whose motion for advance to a higher school or employment, certifications and specialties possessed, etc. Provides information to students and new graduates for reference.

  • (4) Job Description Encyclopedia: We explore over 44 job categories to explicate the substance and development of each job duty from ten dimensions including: job missions, personality, supply and demand, sex and age distribution of those who are currently working at these duties, required competencies, remuneration, education level, job stability, times unemployed, and possible career developments. We provide students and those new to the workplace basic knowledge and advanced analysis before they embark on job searching.

  • (5) Student Practicum Section: Provides corporate internship opportunities, campus internship information, internship tips, and internship experience sharing by senior schoolmates, etc.

  • (6) Angelic Volunteer Bank: We assist NPO/NGOs in posting volunteer vacancies for free. Through the power of information spreading on 104 Job Bank, we help stabilize the source of volunteers and increase the ratio of adult volunteers.

  • (7) World of Work Platform: Through the big data accumulated by 104 from various industries, high school and junior high school students can explore careers and disciplines that suit their talents. We also called for career volunteers to answer children's career questions through Q&A online. In addition, volunteers entered middle and high schools to share career opportunities and stories with students.

  • (8) Career Academy: Let university students find their talents through self-exploration; let them find the career direction that suits their talents from the World of Work; let them develop their professional work skills and competencies through the 104 Seminar's physical and online courses; let them experience the workplace, develop competitiveness, and accumulate work experience through the recommended internships. We hope that every university student in Taiwan will be able to find a good job that suits his or her personality and talent when they graduate.

  • (9) Workplace Skills: Provide more than 2,000 great articles to help enhance the soft competence of the workplace. (10) Payroll Information: The salary data in the resume database are collected to provide salary range quotes for new graduates and office workers in various positions. (11) Job Searching Wizard: Includes career navigation, skills testing, and precision learning services. Career navigation uses the collective data at 104 to provide users with career paths of millions of people and helps the users explore possible career paths for the next stage. Skill assessment provides users with professional skills tests, which helps the users understand their competence compared to other career competitors. Precision learning provides a personalized learning environment by integrating online videos and article resources relevant to occupational skills.

  • (12) Company Reviews: Through incumbent and former employees’ suggestions, encourage companies establish a more friendly work environment, let job seekers acquire complete and objective information about companies.

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Evaluation Item Difference from the
"Corporate Governance Best
Practice Principles for
TWSE/TPEx Listed
Companies"and reasons
Implementation Status
Yes No Abstract Explanation
(13) Executive Searching Consultants not only find talents for companies bot also find stages for talents. Meanwhile provides seek/switch jobs course every month to assits
office worker obtain insghts of workplace trends and skills interview and resume writing. Besides, offer 10 human resources courses annually, assists human resources
workers strength their specialties.
(14) The Company and 104 Hope Foundation jointly organize the "Be A Giver" campaign from all walks of life, advocating that the role of working people should change
from simply working to helping each other. When Givers meet Takers, and senior staff help out newcomers, these valuable exchanges will not only help the passing on
of knowledge, skills, and views on life, but will also help one another to collectively work toward a brighter future and enhance each other's values. Under the brand
spirit of "Be A Giver", we have launched the "Resume Consultation Room", a free one-on-one resume consultation every Monday to Friday, which brings together
corporate human resources and industry veterans to help job seekers write a good resume. The successful rate of job hunting after the consultation is over 65%, and the
cumulative number of consultations has exceeded 35,000. The "Career Clinic" brings together the workplace experience and life wisdom of career seniors to help the
juniors and pass on their experience. "Bravo" invites Giver role models from all walks of life to selflessly share the secrets of success and experience that are hardened
every week.
(15) Coach Caregiver (Self-supporting Care) Service: Based on the core concept of Self-supporting Care, we train Taiwanese home care workers to provide care services to
the elderly in their homes for free. Through observation during the service process, we will understand the physical condition, living habits, and environment of the
elderly, and after the service, we will integrate the recommendations of care experts to provide a care plan. This allows the elderly to return to their old quality of life
and maintain their dignity. The caregiver can also avoid sacrificing his or her future by choosing to leave the caregiver's job and return home, so that he or she can
continue to be valuable in the workplace.

  • (13) Executive Searching Consultants not only find talents for companies bot also find stages for talents. Meanwhile provides seek/switch jobs course every month to assits office worker obtain insghts of workplace trends and skills interview and resume writing. Besides, offer 10 human resources courses annually, assists human resources workers strength their specialties.

  • (14) The Company and 104 Hope Foundation jointly organize the "Be A Giver" campaign from all walks of life, advocating that the role of working people should change from simply working to helping each other. When Givers meet Takers, and senior staff help out newcomers, these valuable exchanges will not only help the passing on of knowledge, skills, and views on life, but will also help one another to collectively work toward a brighter future and enhance each other's values. Under the brand spirit of "Be A Giver", we have launched the "Resume Consultation Room", a free one-on-one resume consultation every Monday to Friday, which brings together corporate human resources and industry veterans to help job seekers write a good resume. The successful rate of job hunting after the consultation is over 65%, and the cumulative number of consultations has exceeded 35,000. The "Career Clinic" brings together the workplace experience and life wisdom of career seniors to help the juniors and pass on their experience. "Bravo" invites Giver role models from all walks of life to selflessly share the secrets of success and experience that are hardened every week.

  • (15) Coach Caregiver (Self-supporting Care) Service: Based on the core concept of Self-supporting Care, we train Taiwanese home care workers to provide care services to the elderly in their homes for free. Through observation during the service process, we will understand the physical condition, living habits, and environment of the elderly, and after the service, we will integrate the recommendations of care experts to provide a care plan. This allows the elderly to return to their old quality of life and maintain their dignity. The caregiver can also avoid sacrificing his or her future by choosing to leave the caregiver's job and return home, so that he or she can continue to be valuable in the workplace.

  • (6) Implementation of ethical corporate management and difference from the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies" and reasons:

Implementation Status Difference from the Difference from the
"Corporate Governance Best
EvaluationItems
Practice Principles for
Yes No Abstract Explanation TWSE/TPEx Listed
Companies"andreasons
1. Establishment of ethical corporate managementpolicies andprograms
(1) Does the company have a clear ethical corporate V The Company has a clear ethical corporate management Corresponds to the Principle

management policy approved by its Board of Directors,		 policy and it approved by Board of Directors in 2015.

and bylaws and publicly available documents addressing		 Integrity and righteousness are the values and core

its corporate conduct and ethics policy and measures, and		 competency of 104 Corporation, and the Company has

commitment regarding implementation of such policy		 formulated "Ethical Corporation Management Best

from the Board of Directors and the top management		 Practice Principles", "Code of Ethical and Business

team?		 Conduct", "Code of Conduct for Employees", in which all
specify relevant personnel must fulfill and correspond to
the existing behavioral regulation; executives also

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Implementation Status Difference from the
"Corporate Governance Best
EvaluationItems
Practice Principles for
Yes No Abstract Explanation TWSE/TPEx Listed
Companies"and reasons
promise to implement and supervise the execution of
ethicalcorporation management policies.
(2) Has the Company established a risk assessment V The Company has established a risk assessment Corresponds to the Principle.

mechanism against unethical conduct to analyze and		 mechanism against unethical conduct to analyze and

assess the business activities on a regular basis within its		 assess the business activities on a regular basis within its

business scope, which are at a higher risk of being		 business scope, which are at a higher risk of being

involved in unethical conduct, and establish prevention		 involved in unethical conduct, and establish prevention

plan, which shall at least include the preventive measures		 plan in accordance with the preventive measures

specified in Article 7, Paragraph 2 of the "Ethical		 specified in Article 7, Paragraph 2 of the "Ethical
Corporate Management Best Practice Principles for
Corporate Management Best Practice Principles for
TWSE/GTSM Listed Companies".
TWSE/GTSM Listed Companies"?
(3) Whether the company has established relevant policies that
V		 All personnel at 104 should be exhibited the Company’s Corresponds to the Principle.

are duly enforced to prevent unethical conduct, provided		 ethical corporate management policy. In addition to

implementation procedures, guidelines, consequences of		 strengthening the promotion of new employees, it is

violation and complaint procedures, and periodically		 indeed implemented in operational operations.

reviews and revises such policies?		 The Company has established behavioral standards that
should be exhibited by all personnel at 104 in the "Code
of Conduct for Employees," "Regulations for Supplier
Gifting and External Business Invitations" and
"Regulations for Employees' Rewards and Penalties" and
established relevant procedures. This will both prevent
problems and help implement best practices. Internally, a
"Report on Inadequate Behaviors" mechanism has been
set up at the employee portal to achieve our objective of
ethical management.
2. Fulfill operations integrity policy
(1) Does the company evaluate business partners’ ethical
records and include ethics-related clauses in business
contracts?		 V To implement our ethical corporation management Corresponds to the Principle.
policies, we have already disclosed relevant content on
both internal and external websites, as well as established
integrity clauses in business contracts with vendors so
they would better understand our best practices in
addition to legal consequences of noncompliance.

-75-

Implementation Status Difference from the
"Corporate Governance Best
EvaluationItems
Practice Principles for
Yes No Abstract Explanation TWSE/TPEx Listed
Companies"and reasons
(2) Whether the company has set up a unit which is dedicated
to promoting the company’s ethical standards and
regularly (at least once a year) reports directly to the Board
of Directors on its ethical corporate management policy
and relevant matters, and program to prevent unethical
conduct and monitor its implementation?		 V The Company has an Integrity Management Unit under
Corresponds to the Principle.
the Corporate Governance and Sustainable Development
Committee. The Finance Department is responsible for
formulating and revising the Code of Conduct for
Integrity Management and overseeing the implementation
of the Integrity Management Policy, and reporting the
implementation status to the Board of Directors on an
annual basis. The implementation status for 2020 has
been reported to the Board of Directors on February 25,
2021. Other divisions are in charge of promoting and
implementing their respective operation principles based
on their respective job duties.
(3) Does the Company establish policies to prevent conflicts
of interest and provide appropriate communication
channels, and implement it?		 V The Company has formulated "Regulations of Procedure Corresponds to the Principle.
for Board of Directors Meetings" (applies to the
Directors) and "Code of Conduct for Employees"
(applied to the employees) so that potential conflicts of
interest are avoided. We also provide adequate statement
channels for relevant personnel to declare if there is any
potential conflict of interest between the Company and
the said personnel. Internally, there is an "Inadequate
Behavior Report" mechanism at the employee portal;
externally, there is a complaint section on the Company's
website.
(4) To implement relevant policies on ethical conducts, has the
Company established effective accounting and internal
control systems, audit plans based on the assessment of
unethical conduct, and have its ethical conduct program
audited by internal auditors or CPA periodically?
V		 The Company established an effective accounting system Corresponds to the Principle.
and internal control system according to relevant
regulations from governmental agencies. We amend and
review these systems regularly and if necessary, in order
to ensure the design and the execution of the systems are
continuously effective. The auditing units examine
effectiveness of the design and execution of the internal
control system through internal auditing and self-
evaluation of internal auditors, and complete the auditing
report and present it to the Board of Directors every year.

-76-

Implementation Status Difference from the
"Corporate Governance Best
EvaluationItems
Practice Principles for
Yes No Abstract Explanation TWSE/TPEx Listed
Companies"and reasons
(5) Does the company regularly hold internal and external
educational trainings on operational integrity?		 V In order to effectively prevent dishonest conduct, the

Corresponds to the Principle.
Company has published information on relevant
preventive measures on internal and external websites,
provided educational training and advocacy to its
colleagues from time to time, and held a relevant course
for new employees each month. In 2020, a total of 10
sessions were held, with 145 participants and 290 training
hours. On October 28, 2020, a physical course of
"Lecture on Legal Practice of Corporate Integrity
Management and Prevention of Insider Transactions" was
held, and the course videos were put into the Company's
intranet education and training system for employees to
learn online. Corporate integrity management related
content includes: 1. integrity management, 2. integrity
management code, 3. transfer of benefits to empty assets,
4. inaccurate financial statements, 5. acceptance of
kickbacks, 6. speculation or protection of specific stock
prices, and the course briefings were provided to directors
and supervisors for reference.
In addition, it is also required that manufacturers who
have dealings with the Company should follow the same
standards of integrity and behavior, and specify the terms
and conditions to be followed in the contract with the
manufacturer in business activities; when any violations
or misconduct are discovered, they should report it to the
Companyimmediately.
3. Operation of the integrity channel
(1) Does the company establish both a reward/punishment
system and an integrity hotline? Can the accused be
reached by an appropriate person for follow-up?		 V The Company has whistleblowers' section on the Corresponds to the Principle.
Company's internal and external website and telephone
hotline which serves as channels for relevant persons to
respond to opinions and report any inadequate behavior;
once a case is open, the Company designates dedicated
and independent personnel or teams to investigate on the
case.

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Implementation Status Difference from the
"Corporate Governance Best
EvaluationItems
Practice Principles for
Yes No Abstract Explanation TWSE/TPEx Listed
Companies"and reasons
1. There is an e-mail intended for reporting inappropriate
behaviors at our internal website: [email protected];
the Company also has a whistleblowing hotline.
2. The whistleblowers' mailbox ([email protected]) and a
contact phone number for reporting behaviors not in
good faith or unethical are listed on our external
website.
(2) Whether the company has established standard operation
procedures for investigating the complaints received,
follow-up measures after investigation are completed, and
ensuring such complaints are handled in a confidential
manner?		 V The Company has formulated "Code of Conduct for Corresponds to the Principle.
Employees" and "Principles of Ethical Behavior", and has
provided whistle blowing channels. The Company should
keep the identity of the whistleblower and the content of
the reporting confidential, and reported cases will be
assigned to appropriate and independent personnel or
teams to actively investigate and handle. In 2020, no
reports of prohibited behaviors were received.
(3) Does the company provide proper whistleblower
protection?		 V The "Code of Conduct for Employees" specifies that all Corresponds to the Principle.
employees have the duty and the obligation to report
anyone suspicious of acting unethical or defying the code
of conduct to their supervisors or relevant units. The
Company will also designate appropriate staff depending
on the nature of the incident, and contact the
whistleblower to investigate. For all whistleblowers or the
employees and relevant personnel participated in the
investigation, the Company will protect them so that they
will be safe from unfair treatment or retaliation.
The Company will keep the identity of the whistleblower,
and the identity of the accused and the content of the case
still under investigation strictly confidential so that none
of the people above are treated unfairly.
4. Strengthening information disclosure
(1) Does the company disclose its ethical corporate
management policies and the results of its implementation
on the company’s website and MOPS?		 V The Company's website contains a "Corporate Corresponds to the Principle.
Governance Section" and has disclosed the content of
ethical corporation management policies and relevant
information. This information is on MOPS, where the

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Implementation Status Implementation Status Implementation Status Difference from the
"Corporate Governance Best
EvaluationItems
Practice Principles for
Yes No Abstract Explanation TWSE/TPEx Listed
Companies"and reasons
corporate governance information are readily accessible.
5. If the company has established the ethical corporate management policies based on the Ethical Corporate Management Best-Practice Principles for
TWSE/TPExListed Companies, please describe any discrepancy between the policies and their implementation:No difference.
6. Other important information to facilitate a better understanding of the company’s ethical corporate management policies(e.g., review and amend its
policies).
(1) The Company strictly adheres to the relevant regulations of the country (Company Law, Securities and Exchange Act, regulations concerning TWSE/GTSM

listed companies, and other commercial behaviors) as the basis of the implementation of integrity operation.
(2) The Company schedules corporate governance courses for directors and supervisors on a regular basis to strengthen their ability of supervision and governance,

hopingto increase the effectiveness ofgovernance and implementation of integrityoperation.

5. If the company has established the ethical corporate management policies based on the Ethical Corporate Management Best-Practice Principles for TWSE/TPExListed Companies, please describe any discrepancy between the policies and their implementation: No difference.

6. Other important information to facilitate a better understanding of the company’s ethical corporate management policies (e.g., review and amend its policies).

  • (7) If the company has formulated corporate governance principles and relevant regulations, it should disclose the method of inquiry: The Company has formulated corporate governance code of practice, and has been disclosed on our website under "Major Internal Policies" subsection of "Corporate Governance Section".

  • (8) Other important information which enhances the understanding of the operation on corporate governance should be disclosed together: Other regulations related to corporate governance has also been disclosed on our website under "Major Internal Policies" subsection of "Corporate Governance Section".

-79-

Date: February 25, 2021

(9) Implementation of Internal Control System

  • A. Statement of Internal Control

104 Corporation

Statement of Internal Control System

Based on the findings of a self assessment, the Company states the following with regard to its internal control system of 2020:

  1. The Company acknowledges that the establishment, implementation and conservation of the internal control system are the responsibilities of the Board of Directors and the managers of the Company. The Company has constructed such system. It is intended to provide reasonable assurance to its operation affects and efficiency (including profiting, performance and preserving asset security, etc.), to achieve the goal of reporting reliability, timeliness and transparency and corresponding to relevant regulations and adhering to relevant laws.

  2. An internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system can only provide reasonable assurance of accomplishing its stated objectives. In addition, the effectiveness of the internal control system may be subject to changes due to extenuating circumstances beyond our control. Nevertheless, the Company's internal control system contains self-monitoring mechanisms, and the Company takes immediate remedial actions in response to any identified deficiencies.

  3. The Company evaluates the design and operating effectiveness of its internal control system based on "Regulations Governing Establishment of Internal Control Systems by Public Companies" (herein below, the "Regulations"). The criteria adopted by the Regulations identify five key components of managerial internal control: (1) Control Environment; (2) Risk Assessment; (3) Control Activities; (4) Information and Communication; and (5) Monitoring Activities. Each constituent element includes a number of categories. Please refer to the "Regulations" for the aforementioned categories.

  4. The Company has evaluated the design and operating effectiveness of its internal control system according to the aforesaid Regulations.

  5. Based on the findings of the evaluation, the Company believes that, on December 31, 2020, it has maintained, in all material respects, an effective internal control system (including the supervision and management toward its subsidiaries), to provide reasonable assurance over our operational effectiveness and efficiency, reliability, timeliness, transparency of reporting, and compliance with applicable rulings, laws and regulations.

  6. This Statement will become an integral part of the Annual Report and the Prospectus of the Company, and will be made public. Any falsehold, concealment, or other illegality in the content made public will entail legal liability under Articles 20, 32, 171 and 174 of the Securities and Exchange Act.

  7. This Statement has been adopted by the Board Meeting held on February 25, 2021, with none of the six attending directors expressing dissenting opinions, and the remainder all affirming the content of this Statement.

104 Corporation

Chairman: Rocky Yang

General Manager: Rocky Yang

  • B. Company which commissions CPA to professionally review the internal control system should disclose the review report provided by the CPA: None.

-80-

  • (10) In the last fiscal year and until the publication date of this Annual Report, the punishments and the main deficiencies of the Company and its personnel executed due to transgression of the law and the internal control system, and their correction actions: None.

  • (11) In the last fiscal year and until the publication date of this Annual Report, the important resolutions of the Shareholders' Meeting and the Board Meetings:

  • A. Important resolutions of the Shareholders' Meeting

Date of
the meeting		 Resolutions Execution process
May 28, 2020 Approved the proposal
"2019 Financial
Statements and Business
Report"		 Voted and resolved the proposal as it is.
Approved the proposal
"Distribution of 2019
Earnings"		 Voted and resolved the proposal as it is; set
July 7, 2020 as the ex-dividend date for
dividend, and set August 7, 2020 as the day to
distribute cash dividends.
Each common share will be distributed
NT$8.62 per share, totaling NT$ 286,103,834.
Approval of the
Amendment to the
Company's "Articles of
Incorporation"		 Voted and resolved the proposal as it is,and
the Company currently operates according to the
amended regulation. Amendments were recorded
on June 16, 2020, and the amended "Articles of
Incorporation" have been disclosed on the
Company website.

B. Important resolutions of the Board Meetings

Date of Content of resolutions
the meeting
February 26, 2020
Approve the proposal "The Company's 2019 Business Report and Financial
Statements".
Approve the proposal "Distribution of 2019 Earnings".
Approve the proposal "Distribution the 2019 Employees, Directors, and
Supervisors’ Compensation".
Approve the proposal "Amendment to the Company's Articles of Incorporation".
Approve the proposal "Convening of the Company's 2020 Annual Shareholders'
Meeting and Relevant Issues".
Approve the proposal "The Business Plan and Financial Budget of Year 2020".
Approve the proposal "The Assessment Result of Auditor’s Independence,
Suitability and Audit Fee for Year 2020".
Approve the proposal "The Renewal of the Loan Agreement with Mega
International Commercial Bank".
Approve the proposal "The Declaration of Internal Control System of Year 2019".
Approve the proposal "To designate two seat of Director and one seat of Supervisor
to 104 Human Resources Consultancy (Shanghai) Co., Ltd., the 70 percent
shareholding subsidiary of the Company".
May 7, 2020 Approve the proposal "The First Quarter Consolidated Financial Statements of Year
2020".
Approve the actions for 2020 Annual Shareholders’ Meeting to Respond to COVID-
19.
May 28, 2020 Approve the proposal "The Ex-dividend Record Date and Distribution Date of Cash
Dividends".

-81-

Date of
Content of resolutions
the meeting
Approve the proposal "The Distribution of Year 2019 Directors’ Compensation and
Employees' Compensation".
August 11, 2020 Approved the proposal "The Second Quarter Consolidated Financial statements of
Year 2020".
Approve the proposal"Amendment of the Company's Internal Control System"
November 05,
2020		 Approved the proposal "The Third Quarter Consolidated Financial Statements of
Year 2020".
Approved the proposal "The Internal Audit Plan of Year 2021".
Approved the proposal "The Distribution of Senior Manager Bonus and the
Company Contribution into the Special Employee Stock Ownership Trust Account
for Manager of Year 2020".
Approved the proposal "The Salary Increment of Senior Manager’s Compensation
(Including the Promotion Raises) and the Company Contribution into the Employee
StockOwnershipTrustAccountfor Managerof Year 2021".
February 25, 2021
Approve the proposal "The Company's 2020 Business Report and Financial
Statements".
Approve the proposal "Distribution of 2020 Earnings".
Approve the proposal "Distribution the 2020 Employees, Directors, and
Supervisors’ Compensation".
Approve the Amendment of “Articles of Incorporation” and other related
regulations of the Company.
Approve the Re-election of the Board of Directors of the Company.
Approve the Nomination of Director Candidates and Review the Independent
Director Candidates’ Qualifications.
Approve the proposal "Release of the Newly Elected Directors from Non-
Competition Restrictions".
Approve the proposal "Convening of the Company's 2021 Annual Shareholders'
Meeting and Relevant Issues".
Approve the proposal "The Business Plan and Financial Budget of Year 2021".
Approve the proposal "Change of Certified Public Accountant (CPA) due to the
Internal Job Rotation of the CPA Firm ".
Approve the proposal "The Assessment Result of Auditor’s Independence,
Suitability and Audit Fee for Year 2021".
Approve the proposal "The Renewal of the Loan Agreement with Mega
International Commercial Bank".
Approve the proposal"The Declaration of Internal Control System of Year 2020".

(12) During the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, the main content of the record or the written statement of Directors and Supervisors who hold different opinions toward important resolutions adopted by the Board of Directors: None.

(13) A summary of resignations and dismissals, during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, of the company's chairman, general manager, principal accounting officer, principal financial officer, chief internal auditor, chief of corporate governance officer, and principal research and development officer: None.

-82-

5. Information on CPA professional fees

  • (1) Ranges of professional fees:
Accountingfirm Accountingfirm Name of CPA Name of CPA Auditing period Auditing period Remarks Remarks
KPMG Min-Ju Chao LilyLu 2020.01.01~2020.12.31 -
Fees Items
Audit Fees Non-Audit Fees Total
Interval of the amount
1 Less than $2,000 thousand
2 $2,000 thousand(inclusive)~ $4,000 thousand V V
3 $4,000 thousand(inclusive)~ $6,000 thousand
4 $6,000 thousand(inclusive)~ $8,000 thousand
5 $8,000 thousand(inclusive)~ $10,000 thousand
6 Over $10,000 thousand

Unit: NT$000

Non-Audit Fees Non-Audit Fees Reviewing
Accounting Name of Audit System
 Business
 Human period for Remarks
Firm CPA Fees Other Subtotal the
design registration resource accountants
KPMG Min-Ju
Chao		 2,268 0 0 0 0 0 2020.01.01
~
2020.12.31		 No others non-
audit service fee
in 2020.
Lily Lu

  • (2) When the non-audit fees paid to the Certified Public Accountants, their firm, and its affiliated companies account for 25% or more to the audit fees, the amount of audit fees and non-audit fees and the content of non-audit service must be disclosed: None.

  • (3) When the company has changed the accounting firm, and in that particular fiscal year, the audit fees paid was less than those of the fiscal year before that, the company must disclose the amount, ratio, and reason of the decrease in audit fee: None.

  • (4) When the audit fees decrease 15% or more than the last fiscal year, the Company must disclose the amount, ratio, and reason of the decrease in audit fee: None.

6. Information on replacement of certified public accountant:

  • (1) Regarding the former accountants
Date of replacement Approved bythe Board of Directors on February25,2021. Approved bythe Board of Directors on February25,2021. Approved bythe Board of Directors on February25,2021.
In compliance with relevant regulatory requirements on rotation, the current
engagement partner Lily Lu will be replaced by Chun-Hsiu Kuang.
Reason of replacement and
explanation
Parties
ContractingCondition
CPA		 The Company
Statement on whether the
Voluntarily terminated the
appointment		 (Not applicable) (Not applicable)
Company or the accountant
terminate or not accept the
appointment
Not accept (continuing) the
appointment		 (Not applicable) (Not applicable)

-83-

The opinions and reasons None.
in audit reports other than
unqualified opinion in the
last two years
Yes Accounting principles orpractices
Disclosure of financial statements
Scope orprocedure of auditing
Different opinions with the
Other
issuer
None V
Statement: None.
Other disclosed items None.
(Matters which shall be
disclosed pursuant to Sub-
subparagraph 4~7,
Subparagraph 1, Paragraph
6, Article 10 of the
Regulation)
  • (2) Regarding the successor accountant
2) Regarding the successor accountant
Name of the accounting firm KPMG
Name of the accountants Chun-Hsiu Kuang, CPA
Approved by the Board of Directors on February 25,
2021.
Date of appointment
The accounting treatment of particular Not applicable

transactions before appointment or

accounting principle and the consulting

matters and their results for the possible

opinions signed and issued in the

financial report
The succeeding on the accountant's Not applicable

different issues opinions in written from

the former accountant
  • (3) The former accountant's reply toward the Sub-subparagraph of 2-3, Subparagraph 1, Paragraph 5, Article 10 of the Regulation: Not applicable.

7. Information of the Company's chairman, general manager, or any managerial officer in charge of finance or accounting matters who has in the most recent year held a position at the accounting firm of its certified public accountant or at an affiliated enterprise: None.

-84-

8. Any transfer of equity interests and pledge of and change in equity interests by a director, supervisor, managerial officer, and shareholder with a stake of more than 10 percent during the most recent fiscal year and up to the date of the annual report printed:

  • (1) Change of equity of the Directors, Supervisors, Managers and Major Shareholders
2020 2020 As of March 31, 2021 As of March 31, 2021
Number of Number of Number of Number of
Job Title Name increased increased increased increased
(decreased) (decreased) (decreased) (decreased)
holding shares pledged shares holding shares pledged shares
Chairman and
Rocky Yang 0
0
0
0
General Manager
Director and Chief
Steven Su 2,271
0
0
0
Legal Officer
Director Simon Juan 0
0
0
0
Director Mark Chang 0
0
0
0
Independent Director Chin-Li Lin 0
0
0
0
Independent Director Sean Lien 0
0
0
0
Askforce Corporation 0
0
0
0
Supervisor Representative：
0
0
0
0
Mei-Fang Hsu
Supervisor Zan-Syong Cai 0
0
0
0
General Manager of
Joanna Huang (22,000)
0
0
0
Business Group
Vice President and
Tiffany Lin 2,910
0
0
0
CFO
Vice President Jason Chin 2,271
0
0
0
Vice President Shelly Wu 2,271
0
0
0
Vice President Stanley Hua 2,271
0
0
0
Vice President Joe Chen 2,271
0
0
0
Vice President Weber Chung 2,271
0
0
0
Vice President Brenda Shih 2,271
0
0
0
Vice President Pey Lin 2,271
0
0
0
Vice President Spring Wang 2,271
0
0
0
Vice President Bryan Chen (Note 1) 3,271
0
0
0
Director Hanson Huang(Note 2) 0
0
0
0
Director Jacky Tseng 0
0
0
0
Director Will Lee 0
0
0
0
Director Lawrence Huang 1,136
0
0
0
Director Karen Wang(Note 2) 0
0
0
0
Director May Tu 1,136
0
0
0
Director Sherry Chiang 1,136
0
0
0
Director Tim Tsao 2,271
0
0
0
Director Kiwi Wu 2,271
0
0
0
Director Jimmy Tsai 1,136
0
0
0
Director Lilian Huang(Note 2) 0
0
0
0
Director Jason Chu (Note 3) 790
0
0
0
Director Allen Chen 0
0
0
0
Director Vivi Wong 0
0
0
0
Director Pola Chang (Note 2) 0
0
0
0
Director Joyce Huang 0
0
0
0
Director Janghour Chang 0
0
0
0
Director Neil Lee 0
0
0
0
Major Shareholder JcbNext Berhad 0
0
0
0
MajorShareholder VickyKu 0 0 0 0

Note 1: Vice President Bryan Chen resigned from the post on February 19, 2021, so shareholding and other related information are disclosed as of the resignation date.

Note 2: Director Hanson Huang, Karen Wang, Lilian Huang and Pola Chang left the post on June 17, 2020, so shareholding and other related

-85-

information are disclosed as of the resignation date.

Note 3: Director Jason Chu resigned from the post on July 15, 2020, so shareholding and other related information are disclosed as of the resignation date.

Note 4: Only listed the managers' list and their change of equity in the year of 2020 and as of March 31, 2021.

  • (2) Information on the counterpart of equity transfer being a related party of the Company's directors, supervisors, managers and major shareholders:
Name Reason for
the transfer		 Transfer
Date		 Transferee Relation
with the
transferee		 Shares Transfer
Price
Joanna Huang Gift June, 2020 Syu-Jie
Guo		 Spouse 25,407 -
  • (3) Information on the counterpart of equity pledge being a related party of the Company's directors, supervisors, managers and major shareholders: None.

-86-

9. Relationship information, among the Company's 10 largest shareholders any one is a related party or a relative within the second degree of kinship of another:

March 29, 2021; Unit: share March 29, 2021; Unit: share March 29, 2021; Unit: share
Name Shares held by oneself Shares held by the
spouse or minor
children		 Total shares held in
the name of other
persons		 List of the Company's 10
largest shareholders who are
related parties, spouses, or
relatives within the second
degree of kinship		 Remark(s)
Number
of shares		 Percentage Number
of shares		 Percentage Number
of
shares		 Percentage Name Relationship
JcbNext Berhad 7,630,000 22.99% None None
- - - -
Rocky Yang 4,495,402 13.54% 4,495,401 13.54% - - Vicky Ku Spouse
Askforce
Corporation		 Chairman
Vicky Ku Rocky Yang Spouse
4,495,401
13.54%		 4,495,402
13.54%		 - -
Askforce
Corporation
Representative:
RockyYang		 2,427,344 7.31% Rocky Yang Chairman
- - - -
Wells Fargo
Emerging
Markets Equity
Fund		 1,655,000 4.99% None None
- - - -
Hsiu-Chuan Tsai 1,608,480 4.85% None None
- - - -
Swedbank Robur
Globalfond		 800,000 2.41% None None
- - - -
Acacia
Institutional
Partners,L.P.		 734,000 2.21% None None
- - - -
Acacia
Conservation
Master Fund
(Offshore), LP		 700,000 2.11% None None
- - - -
Panah Master
Fund		 585,000 1.76% - - - - None None

-87-

10. The total number of shares and total equity stake held in any single enterprise by the Company, its directors and supervisors, managers, and any companies controlled either directly or indirectly by the Company:

March 31, 2021; Unit: Share March 31, 2021; Unit: Share March 31, 2021; Unit: Share March 31, 2021; Unit: Share
Investments of Directors,
The Company's Supervisors, Managers and
Investments in
Combined investments
investments directly or indirectly
other companies
controlled businesses

(Note)
Number of Shareholding Number of Shareholding Number of Shareholding
Shares Ratio Shares Ratio Shares Ratio
104 Consulting
Corporation		 1,218,990 100.00% - - 1,218,990 100.00%
104 Human
Resource
Consultancy
(Shanghai) Co.,
Ltd.(Note)		 - 70.00% - - - 70.00%
Redpoint
Information
Technology
(Shanghai) Co.,
Ltd.(Note)		 - 100.00% - - - 100.00%

Note: It is a limited company and does not issue shares.

-88-

IV. Funding Status

1. Capital and Shares

  • (1) Source of Capital

A. Type of Share:

March 31, 2021
Authorized Capital
Type of Share Remarks
Outstanding Shares Unissued Shares Total
Registered Common
Stock		 50,000,000
33,190,700 16,809,300

B. Source of Capital:

Unit: share; NT$
Remarks
Sources of Capital Capital Increased
by Assets Other
than Cash
Approval Date and
No.
September 5,
Cancellation on 2019 New

restricted employee		 None Taipei City Jin Si
stock: 10,000 Zi
No. 1088060871
Unit: share; NT$
Authorized Capital Paid-in Capital Remarks
Issued Capital Increased
Year Month Number of Number of
Approval Date and
Price Amount Amount Sources of Capital
by Assets Other
Shares Shares No.
than Cash
2019.09 Cancellation on September 5,
2019 New
Taipei City Jin Si
Zi
No. 1088060871
10 50,000,000
500,000,000
33,190,700
331,907,000
restricted employee		 None
stock: 10,000

C. Information of Shelf Registration: Not applicable.

-89-

(2) Shareholder Structure

March 29, 2021

Shareholder
Foreign


Government		 Financial Other juristic
Structure Natural persons
institutions and		 Total

agencies		 institutions persons
Amount natural persons
Number ofpeople 0 0 26
2,326		 45 2,397
Shares held 0 0 4,730,236 14,709,089 13,751,375 33,190,700
Shareholdingratio 0.00% 0.00% 14.25% 44.32% 41.43% 100.00%

(3) Distribution Profile of Share Ownership

March 29, 2021 Ownership (%) 0.52%

Shareholder Ownership (Unit: Share) Number of shareholders Ownership Ownership (%)
1 to 999 1,297 174,039 0.52%
1,000 to 5,000 950 1,574,527 4.74%
5,001 to 10,000 69 491,451 1.48%
10,001 to 15,000 18 219,850 0.66%
15,001 to 20,000 14 259,027 0.78%
20,001 to 30,000 7 184,341 0.56%
30,001 to 50,000 6 256,944 0.78%
50,001 to 100,000 11 790,438 2.38%
100,001 to 200,000 7 989,597 2.98%
200,001 to 400,000 5 1,667,697 5.03%
400,001 to 600,000 4 2,037,162 6.14%
600,001 to 800,000 3 2,234,000 6.73%
800,001 to 1,000,000 0 0 0.00%
Over 1,000,001 6 22,311,627 67.22%
Total 2,397 33,190,700 100.00%

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(4) Major Shareholders

(4) Major Shareholders
March 29, 2021

Total Shares
Shares Ownership (%)

Owned
Name
JcbNext Berhad 7,630,000
22.99%
RockyYang 4,495,402
13.54%
VickyKu 4,495,401
13.54%
Askforce Corporation 2,427,344
7.31%
Wells Fargo EmergingMarkets EquityFund 1,655,000
4.99%
Hsiu-Chuan Tsai 1,608,480
4.85%
Swedbank Robur Globalfond 800,000
2.41%
Acacia Institutional Partners,L.P. 734,000
2.21%
Acacia Conservation Master Fund(Offshore),LP 700,000
2.11%
Panah Master Fund 585,000
1.76%

(5) Market Price, Net Worth, Earnings, and Dividends per share in the Past 2 Years

Year Year As of March 31,

2019		 2020
Item 2021 (Note 2)
Market Price
Per Share		 Highest 173.50 168.00 168.50
Lowest 150.00 119.50 158.50
Average 166.60 151.27 161.97
Net Worth
Per Share		 Before Distribution 44.91 43.99 －
After Distribution 36.29 36.19(Note 1) －
Earnings Per
Share		 Weighted Average Shares
(thousand shares)
33,179 33,190 －
Earnings Per Share 8.62 7.80 －
Cash Dividend 8.62 7.80(Note 1) －
Dividends Stock － － － －
Per Share Dividends － － － －
Accumulated Undistributed Dividend － － －
Return on
Investment		 Price/Earning Ratio 19.33 19.39 －
Price/Dividend Ratio 19.33 19.39 －
Cash Dividend Yield Rate 5.17% 5.16% －

Note 1: 2020 dividend per share have not been approved the resolution in the Shareholders' Meeting. Note 2: As of the publishing date of the annual report, 2021 financial data has not been reviewed by the CPA.

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  • (6) Dividend Policy and Implementation

  • A. Dividend Policy of the Company’s article:

The Company's after tax earnings should first be used to offset the prior years' deficits, if any. Of the remaining balance, 10% is to be appropriated as legal reserve until the balance of the legal reserve equals the total authorized capital and then remaining undistributed earnings shall be distributed according to a resolution of the shareholders' meeting, at least 50 percent shall be allocated as dividend for shareholders.

In accordance with the dividend policy of the Company, the Company shall take into consideration its operating environment, industry developments, and the future capital needs and long term financial plan, the Company adopts a stable dividends policy. As the Company is in its growth phase, business expansion and capital needs over next few years, therefore, the Company should distribute the undistributed earnings in the form of shares or in cash pursuant to Paragraph 2, Article 26. The cash dividends shall not be less than 10% of total dividends. However, distribution of earnings shall be made in view of the year's earnings and financial condition, and adjusted in the shareholders' meeting.

Take cash dividend payments in the recent two years as an example: In 2018, dividend per share was NT$8.51, 100% in cash dividend. In 2019, dividend per share was NT$8.62, 100% in cash dividend as well, in line with the dividend policy stated in Articles of Incorporation: cash dividend is no less than 10 percent of total dividend.

  • B. The proposed dividend distribution of Shareholders’ Meeting this year:

Board of Directors proposed dividend per share of NT$7.80, for a total of NT$258,887,460 on February 25, 2021. After the proposal is approved by the 2021 Shareholders' Meeting, the Board of Directors authorized to determine the ex-dividend date.

  • C. Expected material change in dividend policy: None.

  • (7) Effect upon business performance and earnings per share of any stock dividend distribution proposed or adopted at the most recent Shareholders' Meeting: Not applicable, because no stock dividend is proposed this year.

  • (8) Compensation of employees, directors, and supervisors:

  • A.The percentages or ranges with respect to employees, directors, and supervisors’ compensation, as set forth in the Company's Articles of Incorporation:

    • In accordance with the Articles of Incorporation, if the Company operates at a profit (the profit so called is pre tax profit before deducting employees' compensation and remunerations of directors and supervisors) it shall contribute 8%~15% of profit as employees' compensation and remunerations of directors and supervisors no more than 3%. However, any losses accumulated by the corporation to date shall be paid off first.

  • B.The basis for estimating the amount of employees, directors, and supervisors’ compensation, for calculating the number of shares to be distributed as employee compensation, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period:

    • (a)2020 employees, directors, and supervisors’ compensation is estimated as certain percentage during the preceding stated percentages or ranges based on 2020 net profits before tax (excluding the compensation to employees, directors, and supervisors).

    • (b)If there is discrepancy between the actual distributed amount and the above estimated figure, it would be adjusted and realized in the accounting estimates in the next period.

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  • C.Information on approval by the Board of Directors of distribution of compensation:

  • (a)Cash compensation of NT$27,866,724 will be distributed to employees and NT$6,755,570 will be distributed to directors and supervisors.

There is no difference between distribution and the 2020 estimates.

  • (b)The amount of employee compensation distributed in stocks, and the amount as a percentage of net income stated in the parent company only financial reports or individual financial reports for the current period and total employee compensation: Not applicable.

  • D.The actual distribution of employees, directors, and supervisors’ compensation for the previous fiscal year:

  • (a)Actual distribution:

    • Employee compensations: NT$30,371,854;

    • Compensations of directors and supervisors: NT$7,362,874.

  • (b)There is no difference between distribution and the 2019 estimates.

(9) Share Repurchases:

No share repurchase in the preceding fiscal year or during the current fiscal year up to the date of printing of the annual report.

2. Issuance of Corporate Bonds: None.

3. Issuance of Preferred Shares: None.

4. Issuance of Global Depository Receipts: None.

5. Status of Employee Stock Option:

  • (1) Unexpired employee stock option issued by the company in existence shall be disclosed as of the date of printing of the annual report, and shall explain the effect of such option upon shareholders' equity: None.

  • (2) Names of managers and top ten employees holding employee stock option and the cumulative number of such option exercised as of the annual report printing date: None.

6. Status of Restricted Employee Shares:

  • (1) Unexpired restricted shares issued by the company in existence shall be disclosed as of the date of printing of the annual report, and shall explain the effect of such option upon shareholders' equity: None.

  • (2) Names of managers and top ten employees holding restricted employee shares as of the annual report printing date and the conditions of receiving such option: None.

7. Status of New Share Issuance in Connection with Mergers and Acquisitions: None.

8. Financing Plans and Implementation: None.

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V. Operational Highlights

1. Business Activities

(1) Business Scope:

Operational Highlights
Business Activities
Business Scope:		 Operational Highlights
Business Activities
Business Scope:		 Operational Highlights
Business Activities
Business Scope:		 Operational Highlights
Business Activities
Business Scope:
A.The Company's major lines of business and the relative weight (including subsidiaries):
Business Groups
Products (services) Ratio
Online and consultation
service revenue		 Online recruitment, advertising,
learning, tutoring, and outsourcing;
HR Salary Management System, HR
assessment, and executive search		 100%

B. Current products (services):

Online Service Business Group:

  • (1) Job/Talent Searching Service: 104 provides different versions of job search services including PC web version, mobile web version and mobile app. In terms of job search services, the Company provides resume posting, job and company search, personalized job matching and recommendation, commute map, company reviews, etc. For users at different career stages, we also provide dedicated services. The Student Zone offers a variety of part-time jobs, internships, development substitute military services, and career tools such as Payroll Information, Education and Career Maps, Job Description Encyclopedia, and World of Work. The Fresh People Zone offers full-time job opportunities for new graduates with any kind of work experience, resume interviews and other job search tips, as well as the industry's first free oneon-one resume consulting service online. The accumulated number of consultations has exceeded 36,000, the Company received the Social Return on Investment (SROI) certification from the International Social Value Association last year. The section for office workers provides units for high-paying 100 companies, listed companies, foreign companies, technology parks, and companies with excellent benefits so that it is easy to change jobs and find out the type of company you wish to work for. In addition to supervisory job opportunities, we also provide executive farm services, so you can make an appointment to become a reserve talent for your preferred company and prepare for future job. The Middle-Aged Area provides the opportunity to accept positions that are specifically designated as middle aged and senior. In terms of talent search services, 104 provides appropriate recruitment solutions for corporate users of different sizes, different industries and different types of needs such as cross-country recruitment. Through dedicated service specialists, VIP recruitment system, quick search talents APP and 24/7 service robots, we continue to solve recruitment problems for corporate clients. For general enterprises, we provide company information posting, general job posting, talent search, talent matching and recommendation services. We provide medium-and-large-sized enterprises having constant recruitment needs with corporate image, employer brand management and value-added advertising exposure services, and customized integrated recruitment services. In handling the transnational recruitment needs of multinational companies, 104 has joined the The-Network International Recruitment Services Alliance and cooperated with more than 50 local leading brands of job banks, providing advertising services for more than 130 countries, so that whatever countries you need to recruit talents overseas, 104 can serve as your single window. In addition to the enterprise recruitment advertisement, 104 also provides executive recruiting service, dispatcher postings, and commercial advertisement online services. The Company has expanded from Job Bank to 104 TOP, covering services such as outsourcing and tutoring. In order to assist job seekers to find ideal jobs and hiring enterprises to find suitable talents, 104 Corporation continues to promote the industry’s first suitable matchmaking services such as resume conformity and personality suitability, and taking into account the quality and quantity of matchmaking. We also continue to introduce new features and services to enhance the usability of our products and optimize the user experience, including personalized, graphic, customizable content, and flexible resume with freely adjustable layout

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to help job seekers more easily show their personal strengths and highlights, and help companies more easily identify and select talents. The video interview service allows hiring enterprises and job seekers to arrange interviews with peace of mind and safety during the epidemic. The corporate social responsibility unit on the page of hiring enterprises allows customers to show their importance and dedication to the economy, environment and society, and to operate and strengthen the employer brands.

  • (2) Educational Services for Career Development: 104 Job Searching Wizard (Nabi) launched person-job fit and skill learning services, including resume analysis, current job competitiveness analysis, future job competitiveness analysis, combined with algorithmic similarity interpretation and other technologies to create intelligent, accurate and targeted personal learning platform allows workers to clarify the direction of learning and further study, understand the gap between their own conditions and the needs of the enterprise, and provide focused learning resources. Career clinic Q&A platform creates a job categories-oriented professional Q&A community, inviting veterans in various fields to answer professional and career questions for juniors to enhance their competitiveness in the workplace. There were more than 6,500 questions and 18,000 answers. Workplace Skills has accumulated more than 2,000 high-quality articles, providing students, office workers and corporate human resources with a wealth of comprehensive and diverse knowledge including quality content such as job searching strategies, workplace 360, workplace white papers, human resources charging, legal rights, etc.

  • (3) Freelance Service: In response to the changes and demands of the diversified market for accepting projects, the 104 TOP platform continues to lower the barriers to entry for freelancers and solve the problem of authenticity of online listings, providing more tools to help users successfully receive cases. From providing personal branding tools, the Company has expanded the types of freelancing service, and focus on matchmaking service content. On the one hand, it can demonstrate its expertise of freelancing service, and on the other hand, it can promote the standardization of transactions, make communication between freelancers and buyers more convenient and more symmetrical.

  • (4) Be A Giver: 104 World of Work, resume clinic, career clinic, career academy, and other service platforms have roped in more than 6,000 Givers to share their knowledge voluntarily and freely, provide career consultation assistance with better interaction and feedback. 104 established fulltime operation Giver team in 2020 to allow Givers to grow through communication, training, learning, etc. in various online and offline activities and become retentive volunteers and receptive of the gratitude of 104. Under the circular benefits, not only is willing to actively share and promote the concept of "Be A Giver", but also expand from the original single service to cross-platform career assistance, establish its personal social responsibility image, and bring mutual assistance and positiveness to the workplace.

Platform and Consultation Business Group:

  • (1) HR Academy develops a series of e-systems, management consulting tools, talent assessment and functional development courses for HR units and enterprises through consulting services and information systems. At the same time, HR Academy provides professional consulting services to differentiate itself from its competitors and increase its added value to clients. In addition, for the internal talent management operation needs of SMEs and the rise of smart mobile devices, the cloud management platform Enterprise Master is launched to help SMEs control talent management and timeliness with low-cost and high-efficiency operations, and reduce the duplication and error rate of the human workforce.

  • (2) Executive Searching Consultants provides mid- to senior-level management and key talent recruitment services for companies. Using 104's talent database and consultant contacts, we aim to meet companies' talent needs with customized and accurate services. The 104 Executive Recruiting team has been established for 20 years and has clients in all major industries. We use big data and AI technology to optimize our clients' needs and search for the right talent to enhance the efficiency of our consultants' work.

  • (3) Senior Care Bank Platform: Continue to promote self-supporting Coach Caregiver Service, injecting a new service model into the caregiving industry. From the initial request of Coach

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Caregiver phone interviews to the production of a customized care service plan, the elderly and primary caregivers are able to clearly understand the direction and specific methods of followup services. They can also discuss with the Coach Caregiver the approach with which each service would contribute to the overall caregiving objective. After a service period of three months, a comprehensive service results report will be provided for caregivers, which sets out the progress and specific recordings of the elderly during the service period, and they can review the course of their efforts together. The service has been expanded to three types in 2021: general care services (traditional do-it-yourself care), self-supporting care services, and coach caregiver services (innovative self-supporting care models). By providing three-level services at the same time to increase the scope of services, it is expected that in addition to meeting basic care needs, improve the care method: the concept of self-supporting care will be brought to the care of the family. Besides assisting the disability of the elderly, it also allows caregivers to get some resting time to achieve care balance.

  • (4) Exclusive platform for seniors: A campaign that allows retirees to utilize their abilities and experience. 104 Senior's matchmaking algorithms, search functions and the increased usage of 104 Job Bank are helping seniors explore new career opportunities. In 2020, the number of service requirements have increased by 60 to 80 % in the areas like gallery tour guides, gourmet chefs, miscellaneous skills, and consultants etc. About 330 retirees have already provided more than 4,800 services, to more than 30,000 users willing to pay for them. In the same year, we started to evaluate and plan to provide employment for the seniors. It is still under market education and service verify process. Senior service providers was launched in the first batch, and already to make arrangement with willing seniors and companies, help them return to workplace and contribute values. We also cooperated with enterprises to recruit and train retirees, so they can truly enter the first-line on-site service. After one or two months of internship and service, there will be opportunities to work in the catering service industry in the future.

  • C. Planning and development of new products (services):

  • To satisfy customers' needs and further the Company's development, we will continue to optimize and integrate our existing products (services) to enhance the service content. We will also develop new products/services for senior citizens and children to meet the expectations of society, including:

  • (1) Job Search Dashboard Service: It helps job seekers to have a complete picture of their job search status, including resume completion, resume competitiveness, number of job referrals, notifications from companies, and other information.

  • (2) Personal Branding Service: Through sharing professional works and viewpoints, following career seniors, and professional exchanges, we strive for better opportunities for our future career development.

  • (3) New Generation Recruiting Management System (VIP3.0): Integrate the existing Recruiting Management System (VIP) and Recruiting Process Management System (eHR Web) to build a new generation of recruiting services. Rearrange product and business modules, modularize functions and increase flexibility of business model development. The system architecture was rebuilt to enable faster response to rapidly changing customer needs and business requirements.

  • (4) Job recruitment advice service: Based on 104 big data, we recommend suitable recruitment solutions to clients through actual recruitment cycle and changes in various recruitment factors. Assist clients in arranging recruitment programs and provide regular feedback and care.

  • (5) Personalized talent search service: Integrate existing talent search and personalized recommendation technologies to make each client's talent search results more accurate and complete to enhance matchmaking efficiency

  • (6) Industry x Job Skills and Competency Fit: In addition to the original personality analysis, competency prediction is added to enhance users' functional learning and improve soft power.

  • (7) The community platform for vocational learning: In addition to providing diversified learning resources, it incorporates a co-learning mechanism; Giver contributes his expertise and Taker asks questions; supplemented by clinic Q&A to gradually obtain career guidance.

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  - (8) Matching mechanism: We provide personalized matching service according to user behavior and background, such as suitable for you to see, suitable for you to ask and suitable for you to answer.

  - (9) Q&A achievement system: Encourage respondents to keep answering through the achievement mechanism and provide convenient tools to produce quality answers.

  - (10) 104 TOP: It is a new platform for multiple case needs such as outsourcing and tutoring, and gradually expands the matchmaking of case services for lifestyle needs to provide better services and experiences.

  - (11) We continue to optimize and develop the employer branding data integrated with big data. Through the HR key indicator platform, we provide the performance of personality fit, competency potential, employee satisfaction and dedication indicators, and provide customers with improvement and optimization solutions to optimize the competitiveness of employer branding, helping companies to build a corporate culture, competitive advantage and accumulate talent capital that cannot be copied by competitors. At the same time, select improvement or optimization solutions to enter the Human Resources Marketplace. The Human Resources Marketplace offers a wide range of courses, system tools, and consulting solutions, allowing companies to choose the right solution according to industry characteristics, size, and needs, in order to achieve the goal of improving key human resources indicators and enhancing employer branding.

  - (12) Senior Care Bank Platform hopes to eliminate the shortage of caregivers in Taiwan and make independent living the standard of care designated for seniors and their families. Therefore, the service has been expanded to three types: general care services (traditional do-it-yourself care), self-supporting care services, and coach caregiver services (innovative self-supporting care models). General care services extend the scope of services from the existing home to medical institutions, allowing caregiving families to make appointments for the services they need according to their needs.

  - (13) Senior Platform aims to be the most senior-friendly and accessible platform for seniors. In addition to the established features and processes continue to be optimized to enhance user conversion rates and allow those in need to find service providers more quickly. In addition, we will evaluate and plan to add some derivative related functions, including senior-friendly stores, middle-aged and senior work channels, and senior care-related channels, etc. We will analyze users' operation and transaction behavior and recommend the services they need through different channels and methods, including improving consumers' cell phone browsing experience, and will optimize and enhance functions from related carriers such as LINE and APP.

  - (14) The Company assists and increases the number of businesses that employ seniors, including the launch of the Senior Service Provider Campaign. The campaign is currently being validated and tested, and will be introduced to help companies in the service industry to promote their senior workforce more smoothly. We also provide senior consulting services to assist SMEs in the areas of human resources, finance, management, legal affairs, etc. We hope that through our experienced seniors, we can assist not only individuals, but also SMEs in general.

  • (2) Industry Overview:

  • A. Current situation and development

With the popularity of the Internet and the cost advantage of online recruitment, enterprises are paying much more attention to the development of human resources and e-management. Online recruitment has become the main recruiting channel for domestic enterprises. For job seekers, Job Bank is also the most important channel for job search and job transfer. With the increasing adoption of smart mobile devices, using mobile devices for job searching has become the most important channel nowadays. As a result of these trends, the number of companies and job openings using online recruiting has continued to grow over the past few years. While the number of online job seekers was affected by the trend of childlessness, the overall labor force participation rate increased, leading to a slight increase in the number of job seekers.

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The year 2020 will be a year of rapid changes and shocks in the job market due to the impact of the epidemic. The number of job changes before the Chinese New Year in 2020 was at a five-year high, and the demand for big data and AI talents continues to increase. The COVID-19 epidemic intensified after the New Year, affecting all industries greatly. The number of job opportunities shrank sharply from March to the bottom of May, and only from the third quarter did the business recruitment gradually recover. In the fourth quarter, because of the continued deferred benefits, the low season was not slow and reached an annual peak. The year 2020 was a year of relative imbalance between supply and demand of job seekers, and the difficulty of job-seeking was higher than previous years. WFH (work from home) has revolutionized the business operation mode and workplace ecology. The video interview service replaced some of the traditional interviews, allowing companies and job seekers to schedule interviews with peace of mind and security during the COVID-19 epidemic. In early 2021, the rebound of the previous year's economy continues, and the demand for recruitment explodes after the Chinese New Year. Although COVID-19 epidemic has not yet ended, the disruption to the job market has gradually diminished.

As the application of big data becomes more popular and talent capital is gradually emphasized, many foreign companies have used big data analysis technology in their human resource management strategies. Through the analysis, description, interpretation and prediction of data such as the assessment system, it helps HR to select suitable talents more objectively and accurately. 104 HR Academy is committed to transferring the domain know-how of human resources, assisting companies in development strategies and decisions, and implementing the system of selection, use, education, and retention.

As society changes and healthcare improves, the average life expectancy of our citizens is increasing. However, both fertility rate and mortality is declining, and the overall demography profile is rapidly aging. The population aged 65 years or more in Taiwan was up to 14% as of March 2018. This officially made Taiwan an aged society. The population aged 65 years or more even rose to 15.2% in November 2019. It is expected to see more than 20% of Taiwanese aged 65 years or more in 2026. The number of people in need of long-term care has increased as we turn into a super-aging society, where one in five people is over the age of 65. As the function of family caregivers is gradually declining, both individuals and families are facing greater stress of caregiving, which will gradually rise social and economic related issues. Therefore, there is a growing burden in the market to establish a diverse and innovative service platform, which provides a stable supply of caregivers through matching a large number of job vacancies with the talents. The quality of care can also be improved by promoting self-supporting care.

  • B. The relevance of the up, mid and downstream of the industry Different from the up, mid and downstream supply chain relationship in manufacturing industry, our services focus on "screening, selection, staffing, development, and retention", which are all correlated and integrated from offline human resource consultation to online information systems. In terms of labour supply, fresh graduates, career switch of office workers, second-time employment and the return of overseas workers are all sources of labour supply needed by recruitment enterprises. In terms of labor demand, talent management from newly established companies, replacement demands due to the outflow of talent each year, and new job vacancies are all sources of job opportunities for job seekers. 104 targets different groups of job seekers, such as prospective job seekers, recruiting companies, and prospective recruiting companies, to provide satisfactory products and services. We continually appreciate our customer value. The domestic home-based services for middle-aged and senior workers are primarily run by small private enterprises and corporate foundations, whereas a small number of them are run under large enterprise groups.Several online booking platform services have emerged in last few years, but they still mainly provide their services in metropolitan area. The home-based services providers still mainly reply on those non-profit organizations, such as corporate foundations. In addition to routine home services, a very small number of organizations have also started to learn to introduce a selfsupporting care model from Japan, which is much more likely to bring a new trend into caregiving industry.

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  • C. Various product trends

From the perspectives of both hiring enterprises and job seekers, online matchmaking with only posting or searching functions no longer fulfills their needs. To assist the enterprises in finding their own candidates and help job seekers get the ideal jobs sooner, 104 continues to expand the scale and diversity of job vacancies for active job seekers and recruiting enterprises, as well as optimizes the matchmaking efficiency of the platform by means of developing various jobs and talents referral, intelligent sorting, and work fitness assessment of talent’s professionalism and personality to optimize the platform matchmaking efficiency. Provide diversified recruitment tools and diversified career tools for a variety of customers and ethnic groups. For job seekers, 104 provides the largest number of job opportunities in the market, including various part-time jobs, internships, development substitute military services, Payroll Information, Education and Career Maps, Job Description Encyclopedia, and World of Work. It also provides career tools such as Payroll Information, Education and Career Maps, Job Description Encyclopedia, and World of Work, as well as the industry's first free one-on-one resume consulting service online. We also provide career services such as career suitability test, career interest scale, job searching wizard, career clinic, and workplace skills. Job Search and Career Services are two sides of the same coin, so fresh graduates and social freshmen need Career Services as a guidance for job search. After finding a job, people will need Career Services for improving their competitiveness in the workplace. For enterprises, 104 provides the most numerous active job seekers in the market. Compared to all kinds of software tools provided to enterprises by system vendors, 104 simultaneously has the advantages of management consultants and system vendors. In addition to sharing professional knowledge and practical experience with enterprises, 104 is able to provide the best solution for enterprises by means of integrating resources. Using the experience with mobile devices through big data system intelligence services, we can improve matchmaking for both job seekers and recruiting companies. In view of the fact that enterprises hope to attract more job seekers, 104 also helps them to strengthen their employer brands, enhancing their overall recruitment ability through the implementation of the integrated recruitment solutions to recruit outstanding teams in a more efficient manner.

According to the World Economic Forum (WEF) (The Future of Jobs Report 2020), the top five new technologies that will be used in various industries by 2025 are: cloud computing, big data analytics, the Internet of Things, encryption and network security, and big data. The trend of HR software cloudization is to present all the complex HR internal processes on the cloud in the future. In addition, big data is applied to human resource management, i.e. all aspects related to people, such as compensation, performance, employee turnover rate, etc. We use big data thinking, methods and technologies to study and explore human resource management and inject value into the strategic planning of enterprise human resource management.

104 Executive Recruiting Service not only develops the market and enhances brand awareness through customer service and marketing team, but also starts to use the technology of big data and AI to invest in the mechanism of customer and candidate calculation in 2020, in order to provide faster and more accurate talent recommendation service to customers.

Seeing the needs of today's aging society, 104 will enter the home-based care-giving industry with the spirit that, as the first online manpower information platform, had brought about the revolution in domestic channels for job/talent searching. Membership of 104 Job Bank is planned to be expanded, both in terms of number and coverage of age groups which are to be extended from an average of 35 years of age to 65 or above, so as to strengthen the brand power. 104 not only helps its existing 7.71 million members find their jobs and plan their careers, but also helps them take care of their elders such that they can concentrate on their career development. In the future, in terms of technology strategy, we will use Cloud cloud, Mobile handheld devices, Open Source open resources, Social platform community platform and other new technology energy to build a senoirs

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platform with economy of scale; in terms of business strategy, we will use O2O (online to offline) model to build a seniors ecosystem that coexists and is shared with enterprises and individuals.

D. Competitive Situations

104 mainly provides online matchmaking services for job/talent searching. The popularity of the internet and the business performance over the years have attracted several enterprises to engage in the industry. The competition of job/talent searching service platform mainly depends on whether the scale of supply and demand, such as the number of effective recruiting enterprises and job vacancies, and the number of active job-seekers, is large enough, whether the conditions and wishes of both job-seekers and job-seekers match, whether the behavior of both parties seeking matchmaking and response is active, and whether the matchmaking mechanism of the platform is efficient, whether posting, searching, matching, recommending, sorting, and assisting both parties to judge are suitable, operates quickly, accurately and efficiently. Once the scale advantage of active users, website traffic and data is established, it is easy to build a differentiated media effect and competitive barrier. In view of this, 104 effectively continues to expand the scale and diversity of job vacancies for active job seekers and recruiting enterprises through developing and managing new and returning customers, so as to appropriately adjust supply and demand of job/talent searching. We also develop various techniques, including jobs and talent referral, intelligent sorting, work fitness assessment of talent’s professionalism and personality, to optimize the matching efficiency of the platform. In terms of product differentiation, 104 leads the industry in continuously launching new job search and talent search features, including career tools such as Payroll Information, Education and Career Maps, Job Description Encyclopedia, and World of Work. The company also provides career suitability tests, career interest scales, job searching wizard, career clinic, workplace skills, and other career services, etc. Even though the industry is competing to imitate them, the company is still ahead of the competition because of its scale advantage in active users, website traffic, and data. With the advantage of active users, website traffic, and data, 104 has maintained its leading position in the market. In addition, 104 has also actively revitalized our membership database to enrich job-seeking information. We not only maintain high traffic and visitors to the website, but also are able to effectively meet the urgent recruiting needs of enterprises and to expand the revenue base. This ultimately forms a boundary to prevent competitor imitation. With continuously optimized big data analytics experience and more well-known enterprises stationed, 104 is able to continuously provide faster and better services.

In the face of the rapid imitation of the competitive market, 104 HR Academy actively and immediately understands the needs of customers in the market and strengthens the stability of products, continues to do continuous innovation and development of products to enhance the integrity of products and consulting services professional, in order to still have a certain competitive advantage in the market.

Due to the urgent need for talent, the talent market is full of large, medium and small talent search firms, and most companies will cooperate with several talent search firms, so the competition is obvious. 104 Executive Recruiting Service continues to recruit professional consultants with more than 10 years of industry background, and uses the advantageous talent resources and operating platform to attack the market and create performance.

The domestic home-based services for middle-aged and senior workers are primarily run by small private enterprises and corporate foundations, whereas a small number of them are run under large enterprise groups. The NGOs mainly comprise HONDAO Senior Citizen’s Welfare Foundation and the Peng Wan-Ru Foundation. HONDAO Senior Citizen’s Welfare Foundation has long engaged in community care for the elderly, and promoted preventive care and long-term care for the elderly with the help of volunteers. The Peng Wan-Ru Foundation provides services such as housework management, home-based companionship and home-based care-giving through the home-based

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service system. In addition to providing services for the elders or families in need, it also trains women who are willing to engage in housework or care-giving with professional curriculums. The part operated by private enterprises mainly focuses on the home-based caregiving, such as Chunghwa Senior Care, Ucare, and Home Angel. However, every provider has its own unique characteristics of its services. For example, Chunghwa Senior Care mainly focuses on dementia care. Ucare and Home Angel prefer quick matchmaking the supply and demand. However, the Coach Caregiver Service for Seniors run by 104 promotes the idea of “ self-supporting care. ” With that in mind, the seniors are allowed to live lives the way they want with enhanced life quality.

  • (3) Technology, Research and Development

  • A. R&D expenses in the most recent fiscal year and as of the date of the Annual Report:

Unit: NT$000
Year Current year to

2020
Item March 31, 2021
Research and development expenses 344,472 (Note)

  • Note: As of the date of printing of the annual report, 2021 financial data has not been reviewed by CPA.

  • B. Successfully Developed Technologies and Products:

  • (a) Job/talent searching service:

    1. Flexible Resume: To meet the needs of job seekers to show their own characteristics, 104 has upgraded the resume comprehensively. The new personal business card makes the resume not only professional, but also more beautiful. Customized content allows job seekers to use learning courses, volunteer experience, hobbies, and award-winning deeds without being limited to traditional formats. The layout design of the resume is more flexible and easier, and there are many styles to choose from. The concise presentation of the l resume will not only help job seekers enrich their achievement records, but also be more attractive, but also help enterprises to identify and find the talents they need quicker.

    2. Video Interview Service: Provides a simple video interview service, allowing recruiting enterprises and job seekers to conduct remote interviews through the Internet, saving each other's traffic and waiting time, and improving recruitment efficiency. It also allows recruiting enterprises and job seekers to arrange face-to-face interviews more securely and safely during the epidemic.

    3. Employer Brand Report: Use scientific data to measure corporate brand and talent market dynamics. The big data database including resumes and user behaviors are calculated through self-developed algorithms to obtain indicators such as the attractiveness of the enterprise to the outside and the retention of employees, provides the enterprise as a reference for human resource management and formulation of human resources strategies.

    4. Natural Language Understanding Searching System: To improve the matching effect, use NLP technology to identify the user's semantics, analyze the keywords for classification, and retrieve the key fields of the data set respectively, and provide the most suitable result according to the relevance and the matching rate. Currently, this system has achieved excellent results in job search and company search and continues to be applied to other fields.

    5. Resume Suitability Evaluation System: Extract information about the job vacancies and resume content of 104 Job Bank, build language models through deep learning, and use semantic information to provide information reports of various dimensions for talent seeking and job seeking. The report contains matching scores for job vacancies and resumes, which is convenient for users to quickly filter suitable job vacancies or resumes. It also provides keywords, etc. to help job seekers evaluate whether their resumes are suitable for the job, or which related skills and tools they can learn to improve their competitiveness.

    6. Resume Recommendation Job Category System: Based on the content information of the resume, a job classification model is established through deep learning. After the job seeker

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fills in the resume, the system can suggest suitable job categories for the job seekers to refer to and review, and check the accurate and relevant key job categories to improve the opportunity for the enterprise to see.

  • (b) Educational services for career development:

  • Industry and Job Category Label Recommendation System: Based on the job vacancy content in the Job bank, deep learning is used to establish a recommendation model to recommend job vacancy corresponding skills, tools, and professional accreditation labels, so users can quickly understand the popular key capabilities generally required by various industries, occupations, and enterprises in the market.

  • Automatic Generation of Text Labels and Link Learning Content Mechanism: There are no fixed rules for the unstructured data phrases of job vacancies, so text labels such as development skills, tools, professional accreditation, etc. are automatically generated, and the learning resource page technology is automatically generated. Through this technology, in addition to forming a label for the formed phrase, the phrase string can automatically search for API links through third-party learning resources, and automatically obtain related learning resources.

  • Personalized Recommendation System for Career Content: Integrates user behavior analysis technology and natural language processing AI technology, and automatically analyzes the user’s preference for question-and-answer types on the website for users of career clinic, automatically provides optimized content when users browse the website.

  • (c) 104 TOP (Freelance) Platform: Provide rich and personalized personal file posting functions, and integrate the freelance management system, online real-time communication function and evaluation function, so transactions are easy to manage, and business opportunities will not be missed. It also builds its own content platform and regularly provides freelance market trends and other relevant learning information.

  • (d) 104 World of Work: A career interest point analysis mechanism has been developed for senior high school students, so when students choose a university department, in addition to the performance considerations, they can also take two important factors in consideration which are career interest and the career path after graduation.

  • (e) Optimized Human Resources Cloud Management Platform: The platform for key human resources indicators was completed at the end of November 2020, and 330,000 customers can enter the human resources key indicator platform to query the employer brand's talent attractiveness and employee retention data report. It also incorporates data on four major indicators such as personality suitability, functional potential, employee satisfaction, and engagement, so customers can understand the quality of content talents and the status of the management environment, and enhance the competitiveness of the customer’s employer brand by improving these four indicators.

  • (f) Develop the human resources market - HR One-stop Solution Platform: In 2020, the human resources market service reached hundreds of thousands of customers, assisted small and medium enterprises to solve operational problems through data-based diagnosis, and provided courses and consulting services suitable for enterprises.

  • (g) Optimized HR Portal - Assessment Center:

  • The corporate norm module has assisted more than 6,000 customers to establish nearly 10,000 job-specific norms. Companies can integrate the VIP recruitment system and evaluation system to determine the job suitability of candidates.

  • Companies build their own norm modules to help companies effectively predict candidates’ future performance or long-term compliance status through accurate comparisons.

  • Group reports help companies understand the strengths and weaknesses of specific departments in terms of character and function, develop management plans for projects with weak character, and plan training paths for projects with weak functions.

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  • (h) Mid- and High-level Talents and Enterprise Talent Gathering Business Model: To provide enterprises and mid- and high-level talents with more comprehensive services, we will develop and construct 104 High-level Talents service business model. The basic connotation and structure are based on the spirit of reserving future jobs for mid- and high-level personnel and the key talents needed by the enterprise in the future, develop an online service mechanism that combines the connotation of talent hunting experience, and try to integrate the talent recruiting platform so the product provides a triple-win advantage of professional consultants, 104 middle and high-end users, and enterprise talents; By developing this business model, testing the market response, and at the same time calculating the in-depth expectations of the high-level talents in the Job Bank for future career development needs, and the conformity of the company’s reserve talent positions, the expectation is to successfully construct a business model platform and enterprise reserve talent management operating system. It is hoped that through the establishment of new business models, the breakpoint of future job search can be shortened to zero time difference.

  • (i) Senior Care Bank platform: In 2020, the following product development was completed:

    1. Coach Caregiver Service website has been fully revised and optimized and market demand tested.

    2. Establishment of self-supporting care certification mechanism - Personal certification standards and institutional certification standards.

    3. Establishment of self-support certification system – Front-end caregiver application, written test mechanism, back-end certification and database management.

    4. Coach Caregiver Service website - New long-term care employment expo recruitment activity page.

    5. Coach Caregiver business model - Actual cases (updated from time to time).

    6. Help center optimization - New inquiry and care expert introduction page.

    7. The establishment of an application mechanism for caregivers and the cascade connection with the membership mechanism of 104 Job Bank.

  • (j) Exclusive platform for seniors: As a third-party matching platform, 104 Senior expects to provide senior retirees (teachers) and users who are willing to use senior service an efficient and friendly matching environment and a platform that can provide services allow the value of retirees to be known to the general public, and both parties can benefit a lot in the process. The technologies invested in this project include:

    1. Innovative course service - customer data platform (CDP) integrated course intelligent matching recommendation mechanism calculation technology development.

    2. Development of course subject forecasting calculation technology.

    3. Development of intelligent course orientation platform and course material optimization.

    4. Development of after-class smart business dynamics Dashboard analysis module.

  • C. Future Research and Development Plans:

  • (a) Personalized search system: Combining personal profile and user behavior, AI technology is introduced to profile each visitor, and different search contents are given according to personal preferences, activity areas, and job/talent searching stages, etc. By differentiating services and allocating high niche markets, the matchmaking effect of job/talent searching is enhanced.

  • (b) Real-time data analysis system: Using a large amount of real-time job/talent searching matchmaking data, through self-developed data streaming analysis technology, we can present the current situation of the job/talent searching market in real-time, which not only provides customers with the ability to formulate recruitment strategies but also allows the Company to make real-time responses to the efficiency of talent matching.

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  • (c) New generation matching engine: Through deep learning and natural language processing technology, the Company analyzes the largest database of resumes, job openings and matchmaking effectiveness in Taiwan, which has been accumulated for more than 20 years, and analyzes the characteristics of resumes and job openings, trains the matchmaking model through AI technology, improves the existing matchmaking efficiency and serves as the basis for developing innovative functions in the future. The results of the research and development are expected to accelerate the development of natural language processing applications within the Group, provide further understanding of talent market matching, and enhance market competitiveness.

  • (d) Employer brand enhancement: Starting from the end of November 2020, all 330,000 corporate customers can access the employer brand data calculated by the Company’s Big Data through the Human Resources Key Indicator Platform, and through the performance of personality fit, functional potential, employee satisfaction and engagement indicators, we can provide customers with improvement and optimization solutions for their indicators to optimize the competitiveness of their employer brand. At the same time, select improvement or optimization solutions to enter the Human Resources Marketplace. The Human Resources Marketplace offers a wide range of courses, system tools, and consulting solutions, allowing companies to choose the right solution according to industry characteristics, size, and needs, in order to achieve the goal of improving key human resources indicators and enhancing employer branding.

  • (e) Senior Care Bank platform: Four major projects are expected to be developed in 2021:

    1. Platform construction: In order to gradually demonstrate the core value of the Company and enhance the willingness to become a caregiver, and to promote the concept of self-supporting, we started from the basic media platform of care services.

    2. Caregiver Training: To lay the foundation for the career development of caregivers and to implement the three levels of services (general caregiver, self-supporting caregiver, and coach caregiver).

    3. Caregiver recruitment: Implementing the core purpose of senior services, so that Taiwan will no longer be short of caregivers.

    4. Consumer Promotion: Implement the core value of senior services and make self-supporting the standard way.

  • (f) Exclusive platform for seniors: We continue to improve the effectiveness and search accuracy of our existing Senior Platform, as well as enhance the conversion rate of users, so that those in need can find service providers more quickly. We also analyze usage behavior and recommend services to users through different channels and methods. Includes evaluation planning, development and ongoing optimization of the following functions.

    1. Innovative course service - customer data platform (CDP) integrated course intelligent matching recommendation mechanism calculation technology development.

    2. Course keyword analysis natural language processing (NLP) algorithm development.

    3. Development of course subject forecasting calculation technology.

    4. Development of intelligent course orientation platform and course material optimization.

    5. Development of after-class smart business dynamics Dashboard analysis module.

    6. The course consumer experience and cell phone browsing related API interactive technology development.

    7. Development of a mechanism for senior counseling appointments, both physical and online.

    8. H. Introduction and trial operation of senior service provider for corporate promotion.

  • (4) Short- and Long-Term Business Development Plans

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Long-Term Business Development Plans:

  • A. The company has been continuously expanding the scale of supply and demand for job/talent searching platform and the market penetration rate of each user group. For improving matching efficiency, we will continue to optimize our intelligent search rankings and personalized recommendation technology, making it easier for recruitment enterprises and job applicants to complete the appropriate matching. We will also continue to promote the industry’s first matching service for resume and personality suitability, taking into account the quality and quantity of matching. In terms of enhancing the experience of product service use, we will continue to optimize our resume and resume clinic, making it easier for job applicants to demonstrate their strengths and characteristics, and receive guidance and assistance from veterans in a timely manner when they encounter difficulties in writing resumes. We will continue to optimize the company pages, company reviews, and employer brand to make it easier for recruiting enterprises to show their strengths and characteristics, and to understand the current issues that enterprises may encounter in attracting and retaining talents from multiple angles, so they can more accurately address problems and improve in a timely manner and enhance the employer brand of the enterprise. We continue to strengthen the usability of cross-device products such as mobile apps, mobile web pages, and PC web pages, and increase product/service differentiation. We have also constructed the brand-new 104 TOP, covering 104 Outsourcing and 104 Tutor for the freelance needs to provide better quality of service and user experiences.

  • B. We actively develop and promote Educational Services for Career Development, including new product service portfolios such as job searching wizard, career clinics, and workplace skills. After helping job seekers find a job, they can continue to learn, absorb new knowledge, and ask seniors questions in time to enhance their competitiveness in the workplace. So, they can also find better jobs when they change jobs in the future. The Company will also provide a complete career service for university students, combining 104 Job Bank's accumulated strengths in job/talent searching, through cooperation with schools, enterprises, and public welfare organizations (such as GOLF industry-academic cooperation alliance, Rotary Club), etc., so that students can have their own career academy during their studies. Unlocking personal talents from self-exploration through online services and physical student courses; finding career directions suitable for personal talents from World of Work; gaining skills, abilities, understanding of industries, companies and occupations through physical and online courses from 104 seminars; accumulating the work experience and further developing their own competitiveness during the period of internship. We sincerely hope every fresh graduate in Taiwan can develop to their full potential in their respective careers, and eventually carry out the social responsibilities for nurturing the next generation.

  • C. Continuous research and development and product optimization: In line with the trend of the times and to grasp the needs of customers in real time, we continue to use big data analysis technology to help human resources management departments make better decisions in "selection, use, education, and retention".

  • D. Strengthen the brand value: Focus on building brand differences, setting career and HR service benchmark for the market.

  • E. To promote the concept of self-supporting care certification and to attract more caregivers to join the care industry, so that caregivers can get good career development and learning and growth opportunities in the 104 Coach Caregiver Service. By participating in the self-supporting care certification process, we can learn the spirit of self-supporting and apply it to elderly services, so that family members can feel the professionalism of care services and caregivers can receive recognition and a sense of accomplishment, which can enhance the retention rate and help maintain the talent level of the industry.

Short-term business development plans:

  • A. Job searching and career services:

  • (a) 2021 career change season and campus recruiting season.

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  • (b) Increase the number of new members from the young group with new resumes and expand the number of new members.

  • (c) Strengthen community management.

  • (d) Through Workplace Skills, Career Clinic, Job Searching Wizard, Resume Clinic, and other career products and services, we provide the best assistance content in a timely manner.

  • (e) Career Clinic invites outstanding career seniors to become Giver, and proactively collects answers and generates native content according to career members' career concerns.

  • (f) Workplace Skills integrates job hunting information, human resources secret weapon, career exploration, experience talks and labor laws to provide users with rich and professional career information.

  • B. Talent searching services:

  • (a) Increase the numbers of online users and market shares.

  • (b) Strengthen the new customer development pipeline and revitalize the corporate customer pool.

  • (c) Improving revenue realization: including improving overall recruiting competitiveness, posting recruiting proposals, and planning new merchandising models.

  • C. Increasing existing customer retention and developing more potential customers: We provide in-depth solutions through service value enhancement and customer relationship management with data.

  • D. Sales Integration: Through marketing integration, rebranding, training and certification of front and back-end personnel's professional capabilities, we will build a professional image of human resources management and become the No. 1 brand in the human resources management and service market.

  • E. By deeply cultivating our current fan group and actual consumers, we create real-life experiencers to benefit more seniors and caregiving families. We also have been carrying out market education on the brand awareness of 104 Senior Care Bank, looking forwards to developing its brand identity and market positioning.

  • F. The Exclusive platform for seniors has started to evaluate and plan to provide employment for the seniors. It is still under process of market education and service verification. The campaign of Senior service providers was launched in the first batch, and already to make arrangement with willing seniors and companies, help them return to workplace and contribute values. We also cooperated with enterprises to recruit and train retirees, so they can truly enter the first-line on-site service. After one or two months of internship and service, there will be opportunities to work in the catering service industry in the future.

2. Market and Sales Overview

  • (1) Market Analysis

A. Major Services Providing Areas

104 mainly serves corporate and individual users in Taiwan, and about 5% of the website traffic comes from overseas. The Company provides enterprise online recruitment advertising, recruitment integration services, business network exposure, HR management system and Executive Searching Consultants services for corporate clients, and job search and career-related services for individual users.

B. Market Share

Print media and electronic publishing are two parallel markets, and electronic publishing can simultaneously also be done on different human resources websites, so it is hard to determine the market share as what are usually surveyed on the physical products. In terms of turnover and

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membership, the operating income of newspaper publishing is non-disclosure information. Moreover, in the Internet industry, there is no professional organization to conduct statistical analysis of the information published domestically on social media, so it is impossible to estimate the market share. In terms of website traffic, there are third-party website platforms such as SimilarWeb and Alexa that provide website ranking and competitive data analysis to compare the scale of traffic among peers. The Company is ahead of its domestic counterparts in terms of website rankings and traffic figures on SimilarWeb and Alexa, but exact market share figures are not available yet.

  • C. Future Outlook of Market Supply, Demand and Growth

  • (a) In the early of year 2021, continued the rebound of the previous year, talent hiring demand exploded after the Chinese New Year. Although the COVID-19 epidemic has not ended yet, the disruption of the job market has gradually weakened. Taiwan has benefited from the success of epidemic prevention, the return of Taiwanese businesses from overseas, and the expansion of investment in semiconductors and supply chains. The DGS revised Taiwan's economic growth rate to 4.64% in 2021, outperforming major global economies and reaching the highest in the history from 2015. Overall, the job market is becoming more optimistic. The top five industries for which companies are recruiting online are: general manufacturing, wholesale and retail, accommodation and catering, construction/immovable industries, and electronic information/software/semi-conductor industries. Owing to the popularity of online recruitment, and it is estimated that the overall market of recruitment advertisement will continue to grow each year. While the number of online job seekers was affected by the trend of subreplacement fertility, the overall labor force participation rate increased, leading to a slight increase in the number of job seekers. However, there is a partial imbalance in the supply and demand structure, with the most serious shortage of workers in the construction industry. The demand for professionals in various industries continues to exceed the supply. This will benefit the service development of recruitment and employer branding.

  • (b) According to the "SME White Paper 2020", the number of SMEs in Taiwan will be 1,491,420 in 2019, accounting for 97.65% of all enterprises; the number of SMEs employed will reach 9,054,000, accounting for 78.73% of the nation's employment, and it can be estimated that the potential customer market for Cloud Human Resources Management Platform is huge. The application of Big Data is becoming increasingly common, and many companies abroad have incorporated Big Data analytics into their HR management strategies as an important data analysis tool in an attempt to clarify the organization's future workforce planning in a more scientific and effective way, and the application of HR Big Data and HR analytics is the trend.

  • (c) According to the report from "Common Health Magazine," Taiwan has turned into an aged society with more than 14% elderly population; therefore, more disabled elderly need caregivers. The secretary-general of the Taiwan Association of Family caregivers, Chen Jing-Ning, mentioned that there have been 2.31 million people affected their work-life due to family caregiving. On average, 1 in 5 people is affected due to this reason. It needs approximately 9.9 years and up to 13.6 hours every day to take care of disabled parents, from having mild dementia, disability, being bedridden until they pass away. The company has realized the severity of the "invisible caring" issue, so established 104 Senior. It provides coach caregiver service, defusing the invisible bomb that 8% of working people quit the workplace to take care of their elders at home.

  • (d) In 2020, the number of people over 55 in Taiwan was 1.3 million more than those under 25, and the gap continues to widen every year. However, the average retirement age in Taiwan is about 60, and the labor participation rate over 65 is only about 8-10%, compared to neighboring countries such as Japan and Singapore is 20%, and 30% in South Korea. There is a significant gap and the world is already facing the social phenomenon of aging.

  • D. Competitive Niches

  • (a) Advantage in scale of active job seekers: 104 Job Bank leads the industry in the number of companies, job openings and active job seekers online. For recruiting companies, this means a

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higher chance of finding the right talent; conversely, for job seekers, there is a higher chance of finding the ideal job. The advantages of scale in job/talent searching form a good cycle and promote each other. The relatively good matchmaking experience also makes more companies choose 104 Job Bank when they need to recruit talents and more talents choose 104 Job Bank when they need to transfer to other jobs.

  • (b) Data scale advantage: The Company has the largest and most complete database of resumes, recruiting companies, job openings, and user behavior in the market. These data can be sorted and analyzed to form a data-based navigation service, for example, the College and Career Map service provides career information for graduates of various universities and departments by analyzing the database of resumes. Although other companies in the industry can also provide such services, the Company has the advantage of data scale, so the data-based services it provides are relatively more representative and professional, and are more reliable. At present, the Company services are based on the advantages of data scale, including Education and Career Maps, Job Description Encyclopedia, payroll information, and employer brand report.

  • (c) Technical advantages of matchmaking algorithm: the Company has invested in the research and development of Matchmaking algorithm for many years, including intelligent job and talent recommendation, intelligent sorting, resume fit and personality suitability analysis, etc. Through continuous iterative evolution, the performance of media evolution continues to be refined and the efficiency of platform media continues to improve. The technical and data scale advantages of the matchmaking algorithm also have a multiplier effect, creating a higher competitive threshold.

  • (d) With more than thousands of clients, 104 HR management system and assessment services have maintained a high degree of proficiency and stability, which has created the Company's reputation in the industry for HR management services. Unlike general system vendors who provide the various software tools that enterprises need, there is no standardized process and structure to spread and promote to the whole organization. We are equipped with key advantages of integrating our management consulting services with systematic platform. Besides sharing professional knowledge and practical know-how with our corporate clients, we also provide the best solutions through integrated resources.

  • (e) 104 Executive Recruiting Service has nearly 50 professional consultants with locations in Taipei, Hsinchu, and Taichung, plus an extensive talent database and consultant network, giving us an absolute advantage over our competitors.

  • E. Favorable and Unfavorable Factors of the Development Prospect and the Corresponding Measures

Favorable Factors:

  • (a) Industry outlook:

  • 1.Since job search websites have the advantage of cost-effectiveness and the most common used channel compared with other channels such as newspaper, networks, social media, government employment counseling, and it is also easier to combine the application trend of big data and AI, they will remain the mainstream channel for enterprises to recruit and seek jobs in the future.

  • 2.When confronted with regional and industry competition, companies in Taiwan are gradually increasing their attention to human resources strategy and investment. As the numbers of job openings in the corporate network continues to grow, but the numbers of online job seekers affected by declined birth rates is relatively small, resulting corporate recruitment has becoming difficult. In particular, the supply of professionals is in short, which benefits the service development of recruitment and employer branding. In addition, as our executive recruiting model is combined with online job bank, the complete and complementary service provides enterprises with perfect recruitment service!

  • 3.Transformation and upgrading of enterprises, succession and overseas expansion all require large number of middle-and senior-level managers and leaders.

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  • 4.Competitive advantages of the database: As for 104 talent assessment service, we have collected over one million talent assessments from hundreds of enterprises since our inception. We have also established a talent capital assessment service and helped enterprises undertake internal corporate culture and HR maturity assessment. This enables us to provide suggestions for companies on how to create unique cultures and competitive advantages.

  • 5.Consulting and e-system: 104 developed a series of e-information systems, management consulting tools, talent assessments and competency development courses exclusively for HR units and enterprises, and provides services of a professional consulting team. Through our domain know-how transfer, we help HR departments become in-house experts.

  • 6.The trend of enterprises' demand for middle and high level talents remains unchanged, and middle and high level talents are generally willing to use executive recruiting services to change jobs.

  • (b) The market position: The Company has established the advantages of economics of scale in the numbers of job/talent searching customer, web traffic, and data. Invisible brand assets, such as good corporate image, high brand awareness, job seeker satisfaction and corporate loyalty, and influence all give the Company more favorable position. All together help us to integrate or to form strategic alliances with other parties to share relevant industry resources.

(c) R&D capabilities:

  • 1.Long-term accumulation of capability in key technology has made us the leading company with high-end key technology and equipped with the ability to design and integrate software.

  • 2.The database has reached the economics of scale. It not only creates a threshold that is difficult for competitors to surpass but also makes the Company one of the few companies in Taiwan that have value-added databases. In the future, we will continue to use the development strategies developed by data-driven products to transform existing scale advantage from corporate users and individual users into data scale and data-driven application service advantage with higher entry barriers.

  • 3.The Company has invested in the research and development of matchmaking algorithms for many years and has achieved significant results, including intelligent job and talent recommendation, intelligent ranking, resume fit and personality suitability analysis, etc. The Company takes advantage of the number of users and the scale of the data, and through continuous iterative optimization of the algorithm, the number of successful matches on the platform continues to increase, benefiting both recruiting companies and job seekers. In terms of intelligent recommendation, the matching rate of talents recommended by the platform to enterprises is even higher than that of talents searched by enterprises themselves; the matchmaking rate of job vacancies recommended by the platform to job seekers is even higher than that of job vacancies searched by job seekers themselves. The resume fit and personality fit analysis service combines occupational suitability tests and corporate normative information to make longevity predictions after matchmaking companies and job seekers, which not only helps companies find talents with higher chances of longevity but also helps job seekers find companies and job opportunities with higher chances of longevity. The technical advantage of the matchmaking algorithm and the data scale advantage can produce a multiplicative effect, forming a higher competitive threshold.

  • 4.The Company is able to collect the largest amount of personality test data from job seekers, and integrates the resume information to analyze the market norm. We also provide the enterprises with updated information to increase the accuracy and suitability of the prediction made by the assessments.

Unfavorable factors and Response Measures:

Unfavorable factors

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  - (a) Due to the success of Taiwan's epidemic prevention, although COVID-19 outbreak has not ended yet, the disruption to the job market has gradually diminished. But with the opening of the border, the virus has mutated, and a new wave of the outbreak may occur. The Company has provided Video Interview Service to allow companies and job seekers to schedule interviews safely and securely during the outbreak. The Career Clinic and Workplace Skills also provide guidance on issues related to talent management, such as how to run a preventive care leave. Should Taiwanese businessmen return to their overseas locations? How is the leave calculated? How is the salary calculated? This will help the Company's personnel to handle the epidemic with ease and operate smoothly. The Company has also completed several waves of internal preparedness drills, including home office and work diversions, in case of emergencies.

  - (b) Operational conditions: After years of cultivation, most of the medium and large enterprises in Taiwan have already become our customers. However, many competitors have entered the online recruitment market; therefore, we have to target micro and small enterprises with differentiated products and services to boost the current market share.

  - (c) Competitive Imitation: Since the establishment of the Company, it has been a benchmark for the industry to imitate and compete. The products of the Company's various business groups are also the benchmark of competitors' product development. Therefore, in order to establish a lasting competitive advantage, it is necessary to integrate online and offline services to create a high degree of causal ambiguity to avoid imitation by competitors. We simultaneously develop a new application based on the scale advantages of users and data. Therefore, if the competitive imitation occurs, it will be challenging for competitors to reach the same level of service quality due to their smaller size of users and data. Although the rapid rate of imitation by competitors may have some impact on the speed of internal planning and execution, HR Academy has a competitive advantage in the market due to the completeness of its products. In the face of fierce competition in the market, HR Academy actively and immediately understands the needs of the market and customers, and strengthens the stability of products, and continues to innovate and develop products.

  • (2) Usage and manufacturing processes for the company's main products:

  • A. Usage of main products: human resources services.

  • B. Manufacturing process: The Company is engaged in information services business, not classified as manufacturing sector, so it is not applicable.

  • (3) Supply situation for the Company's major raw materials: The Company is engaged in information services business, not classified as manufacturing sector, so it is not applicable.

  • (4) Major suppliers and clients in the two most recent fiscal years

  • A. Purchase: The Company is engaged in information services business, so it is not applicable.

  • B. Sales: The Company has a huge number of customers, therefore, the transaction amount from single customer is not significant, and each customer accounts for a slight percentage of revenues, so it is not applicable.

  • (5) The production volume for the two most recent fiscal years: The Company is engaged in information services business, no act of manufacturing, so it is not applicable.

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(6) Sales volume/value of the last two years:

Unit: NT$000

Year 2019 2020 2020
Sales Volume & Value
Quantity
Value		 Quantity
Value
Item
Online and consultation service
revenue		 (Note) 1,636,383 (Note)
1,634,481

Note : The Company is in the information services business, not manufacturing sector with standardized services. There’s a very large difference among order sizes; hence, this is not applicable.

3. Human Resources

Year 2019 2020 As of March 31,2021
Supervisors or above 127 139 148
Online service
Number of 124 124 118
personnel
employees
General employee 525 511 550
Total 776 774 816
Average age 36 36.7 37.6
Average yearof services 5.5 5.9 6.0
Ph.D. 6 6 4
Master 180 178 194
College/University 566 564 582
Education
High school/Vocational
22 24 32
high school
Below high school 2 2 4

4. Environmental Protection Expenditure

  • (1) Total losses (including damage awards) and fines for environmental pollution for the two most recent fiscal years, and during the current fiscal year up to the date of the Annual Report, and explanations of the measures and possible disbursements to be made in the future: None.

  • (2) We are a non-manufacturing company, and all of our waste and water are domestic water and waste, but we are still committed to promoting various environmental protection and waste reduction activities. We also set up a resource recycling area on each floor, which is divided into three categories: general garbage, resource recycling and food waste, resource recycling items such as paper, PET bottles, glass bottles, iron and aluminum cans, and plastics, which are all entrusted to qualified manufacturers for after-processing; priority is given to products with environmental protection and energy-saving labels, such as faucets and toilets, to reduce water consumption; encourage employees to bring their own environmentally-friendly cups and cutlery, reuse paper and reduce waste.

  • (2)Total water consumption in 2020 was 9,660 metric tons, a 28.25% reduction compared to total water consumption of 13,463 metric tons in 2019. Water consumption per capita in 2020 was 12.48 metric tons, a 28.06% reduction compared to 17.35 metric tons per capita in 2019.The total weight of waste in 2020 was 37.64 metric tons, a decrease of 0.42% compared to the total weight of waste in 2019 of 37.8 metric tons. The amount of waste per capita was 0.05 metric tons in both 2020 and 2019.

  • (3) The Company continues to invest in environmental protection expenditures. In 2018 and 2019, the Company invested NT$82,784,918 and NT$25,144,031, respectively, and in 2020, the Company invested NT$30,257,973 in the replacement of electrical equipment such as T5 and LED power-saving lamps and lanterns, information equipment, and air conditioners, etc. The Company also replaced old electrical equipment every year according to the plan to improve equipment efficiency and implemented a low energy consumption work environment.

  • (4) Situation in response to EU’s ROHS: Not applicable.

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5. Labor Relations

  • (1) The company always complies with relevant regulations and adheres to business philosophy of benefiting employees. It plans and implement the systems and benefits, and provide a smooth complaint channel for promotion of labor-management harmony. Employees are offered complete training, development and appropriate incentive programs to enhance talent competitiveness, and related measures are as follows:

  • A. Employee benefit

    • (a) Insurance: Labor insurance, national health insurance and employee group insurance.

    • (b) Periodic health examination: Fully subsidize health examination conducted by contract hospital every two years.

    • (c) Annual/performance bonus: Distribute according to employee performance and operating results of the Company.

    • (d) Employee compensation: Set aside from earnings according to company profit.

    • (e) Holiday cash gifts: Birthday, Dragon Boat Festival and the Mid-Autumn Festival employee cash gifts and subsidy for weddings and funerals.

    • (f) Welfare benefits: We encourage our colleagues to take advantages of subsidies for improving the quality of life and promoting physical and mental health.

    • (g) Employees, club and health promotion activities: Organize employee activities such as employee travel, family day every year, diversified club activities, health promotion activities and subsidies.

    • (h) Condolences: The Company will give the subsidies to the colleagues who encounter a natural disaster, causing serious damage to their place of residence or being hospitalized for more than seven days (included).

    • (i) Daycare center: We provide our colleagues with passionate teachers, warm environment, healthy and safety diet and childcare discounts to assist them in child care and their work.

    • (j) Employee share ownership trust: The Company provides the fund for employees to obtain its shares to achieve the goals of savings, accumulation of wealth and sharing the achievement of the Company.

  • B. Employee Education and Training

The Company makes annual training plan according to the Company's strategic development plan, holding a variety of professional and managerial curriculum individual professions. We also provide either follow-ups or assessments for learning based on the content of the training. Our colleagues can also make the annual individual development plan (IDP) to further their profession.

  • C. Retirement system and the status of its implementation

The Company has formulated retirement system and established Workers' Retirement Reserve Funds Oversight Committee. After appointing actuary, liabilities for pension reserve are made monthly, and 2% of gross salaries and wages are deposited in pension special account of Central Trust of China every month. Since implementation of New Pension System on July 1, 2005, except that payment is made for new employees who choose New System and followed the retirement level to contribute six percent of the salary as a worker’s retirement pension, employees with the original Old System (assume the post prior to July 1, 2005 and retain Old System seniority) continue to make the payment based on actuary's actuarial report.

  • D. The status of labor-management agreements and measures for preserving employees' rights and interests: The Company has Employee Benefits Committee, regularly conducts labor-management meeting, sets up employee opinion mail box, and broadly or individually discusses related employee benefit measures and management to promote harmonious labor-management relations. Through regular employee satisfaction survey, the company can understand satisfaction and suggestions of

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employees on the company's systems or measures, and departments and the management are able to plan improvement or upgrade programs to implement according to survey results.

  • (2) Any loss sustained as a result of labor disputes in the most recent two fiscal years, and during the current fiscal year up to the date of printing of the annual report, disclose an estimate of losses incurred to date or likely to be incurred in the future, and indicate mitigation measures: The company has no litigation due to labor dispute as of the date of printing of the annual report.

6. Important Contracts

Contracting Commencement/Expiration
Major		 Restrictive
Nature
Parties Dates Content Clauses
Composite
Credit
Contract		 Mega
International
Commercial
Bank
2020.05.29~2021.05.28		 Guarantees
to the
Ministry of
Labor		 None

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VI. Financial Information

1. Five-Years Financial Summary

(1) 104 Group

  • A. Consolidated Concise Balance Sheet - IFRS

Unit: NT$000


Financial information from the last five ears(Nt 1)
Year
yoe
As of March
Item 2016 2017 2018 2019 2020
31, 2021
Current assets 2,051,944
2,105,443
2,157,428
2,242,093
2,333,957
(Note 2)
Property, plant, and
218,993
206,619
243,851
230,478
208,883
equipment(Note 3)
Intangible Assets 12,175
6,705
3,514
2,710
1,553
Other Assets(Note 3) 23,582
23,532
30,455
109,706
113,131
Total Assets 2,306,694
2,342,299
2,435,248
2,584,987
2,657,524
Before
730,046
801,391
929,198
1,029,963
1,134,440
Current Distribution
liability After
1,088,884
1,120,041
1,211,659
1,316,067
(Note 4)
Distribution
Non-current liabilities 4,474
7,213
5,666
56,184
57,345
Before 734,520
808,604

934,864
1,086,147
1,191,785
Total Distribution
liabilities
After
1,093,358
1,127,254
1,217,325
1,372,251
(Note 4)
Distribution
Equity attributable to
1,565,167
1,526,216
1,493,195
1,490,698
1,460,090
shareholders of parent
Capital stock 332,417
332,072
331,917
331,907
331,907
Capital surplus 401,962
399,549
397,859
397,574
397,574
Before
844,798
800,916
768,074
767,338
735,948
Retained Distribution
Earnings After
485,960
482,266
485,613
481,234
(Note 4)
Distribution
Other equity (14,010) (6,321) (4,655) (6,121) (5,339)
Treasurystock - - - - -
Non-controlling 7,007
7,479

7,189
8,142
5,649
interest
Before
1,572,174
1,533,695
1,500,384
1, 498,840
1,465,739
Total Distribution
equity After 1,213,336

1,215,045
1,217,923
1,212,736
(Note 4)
Distribution

Note 1: The financial information above has been audited by CPA. Note 2: As of the date of publishing of the Annual Report, 2021 financial information has not been reviewed by CPA. Note 3: Assets revaluation was not adopted in the years listed above. Note 4: 2020 earnings distribution is subject to the resolution of the Shareholders’ Meeting.

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B. Consolidated Concise Statement of Comprehensive Income - IFRS

Unit: NT$000

Financial information from the last five ears(Note 1)
Year y
As of March
Item 2016 2017 2018 2019 2020
31, 2021
Operatingrevenue 1,454,753
1,539,995
1,577,612
1,636,383
1,634,481
(Note 2)
Grossprofit 1,318,938
1,389,841
1,418,408
1,472,178
1,452,311
Operating (loss)income 338,955
358,159
323,109
321,643
287,265
Non-operating income
37,680
23,626
28,946
14,291
15,248
and expenses
Income before income tax
376,635
381,785
352,055
335,934
302,513
Income from continuing
359,539
318,663
282,083
287,266
256,170
operations
Income (loss) from
38,765
-		 - - -
discontinued operations
Net income 398,304
318,663
282,083
287,266
256,170
Other comprehensive
(3,756)
(4,087)
(997)
(6,436)
(3,167)
income (Net of tax)
Total comprehensive
394,548
314,576
281,086
280,830
253,003
income
Net income attributable to

398,368
318,123
282,207
286,001
258,736
shareholders ofparent
Net income attributable to

(64)
540
(124)
1,265
(2,566)
non-controllinginterests
Total comprehensive

income attributable to		 395,174
314,104
281,376
279,877
255,496
shareholders of parent
Total comprehensive

income attributable to		 (626)
472
(290)
953
(2,493)
non-controlling interests
Earningsper share(NT$) 12.04
9.60
8.51
8.62
7.80

Note 1: The financial information above has been audited by CPA.

Note 2: As of the date of publishing of the Annual Report, 2021 financial information has not been reviewed by CPA.

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(2) 104 Corporation

A. Concise Balance Sheet - IFRS

Unit: NT$000

Financial information from the last five ears(Note 1)
y
Year
As of
March
Item 2016 2017 2018 2019 2020
31,
2021
Current assets 1,916,528
1,978,300
2,046,179
2,131,358
2,231,215
N/A
Property, plant, and
218,588
206,451
243,763
230,353
208,798
equipment(Note 2)
Intangible assets 12,175
6,705
3,514
2,710
1,553
Other assets (Note 2) 149,408
137,927
130,024
206,371
196,847
Total assets 2,296,699
2,329,383
2,423,480
2,570,792
2,638,413
Before

727,058
795,954
924,619
1,023,910
1,120,978
Current Distribution
liabilities After

1,085,896
1,114,604
1,207,080
1,310,014
(Note 3)
Distribution
Non-current liabilities 4,474
7,213
5,666
56,184
57,345
Before

731,532
803,167
930,285
1,080,094
1,178,323
Total Distribution
liabilities After

1,090,370
1,121,817
1,212,746
1,366,198
(Note 3)
Distribution
Capital stock 332,417
332,072
331,917
331,907
331,907
Capital surplus 401,962
399,549
397,859
397,574
397,574
Before

844,798
800,916
768,074
767,338
735,948
Retained Distribution
earning After

485,960
482,266
485,613
481,234
(Note 3)
Distribution
Other equity (14,010) (6,321) (4,655) (6,121) (5,339)
Treasurystock - - - - -
Total Before
1,565,167
1,526,216
1,493,195
1,490,698
1,460,090
Diibi
’ struton
shareholders After
equity
1,206,329
1,207,566
1,210,734
1,204,594
(Note 3)
Distribution

Note 1: The financial information above has been audited by CPA.

Note 2: Assets revaluation was not adopted in the years listed above.

Note 3: 2020 earnings distribution is subject to the resolution of the Shareholders’ Meeting.

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B. Concise Statement of Comprehensive Income - IFRS

Unit: NT$000


Financial information from the last five years(Note)
Year
As of March
Item 2016 2017 2018 2019 2020 31,
2021
Operatingrevenue 1,429,014
1,512,766
1,552,514
1,604,221
1,619,820
N/A
Grossprofit 1,294,501
1,363,213
1,394,195
1,440,215
1,438,897
Operating (loss)income 292,201
317,663
289,582
283,682
267,166
Non-operating income
121,145
57,273
55,692
46,727
35,990
and expenses
Income before income tax
413,346
374,936
345,274
330,409
303,156
Continuing operation net
398,368
318,123
282,207
286,001
258,736
income
Loss from discontinued
- - - - -
operations
Net income 398,368
318,123
282,207
286,001
258,736
Other comprehensive
(3,194)
(4,019)
(831)
(6,124)
(3,240)
income (loss) (net of tax)
Total comprehensive
395,174
314,104
281,376
279,877
255,496
income (loss)
Earningsper share(NT$) 12.04
9.60
8.51
8.62
7.80

Note : The financial information above has been audited by CPA.

(3) Names of CPA and audit opinion for the past five years

Year Name Audit opinion
2016 Chun-Hsiu Kuang, LilyLu Unqualified opinion
2017 Chun-Hsiu Kuang, LilyLu Unqualified opinion
2018 Min-Ju Chao, LilyLu Unqualified opinion
2019 Min-Ju Chao, LilyLu Unqualified opinion
2020 Min-Ju Chao, LilyLu Unqualified opinion

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2. Fire-Year Financial Analysis

  • (1) 104 Group - IFRS
Financial information from the last five years(Note 1)
Year
As of
Item 2016 2017 2018 2019 2020 March 31,
2021
Financial Debt toasset ratio 32 35 38 42
45
(Note 2)
structure Long-term capital to property, plant,
718 742 618 675 729
(%)
and equipmentratio
Current ratio 281 263 232 218 206
Solvency Quick ratio 280 261 231 216 203
%
() Interestearnedratio - - - 21,497 28,007
Op Accountsreceivableturnover(times) 35.73 37.55 36.77 34.13 32.88
era Average collectiondays 10.22 9.72 10 11 11
tio Inventoryturnover(times) - - - - -
n p Accountspayable turnover(times) 18.30 20.61 23.88 36.54 81.22
erf Average days in sale - - - - -
orman Property, plant and equipment
7.32 7.24 7.00 6.90 7.44
turnover (times)
ce Total assets turnover(times) 0.62 0.66 0.66 0.65 0.62
Return on assets(%) 17 14 12 11 10
Pro Return on equity (%) 26 21 19 19 17
fitabi Income before tax to paid-in capital
113 115 106 101 91
(%)
lity Net margin(%) 27 21 18 18 16
EPS(NT$) 12.04 9.60 8.51 8.62 7.8
Cash flow ratio 54 55 45 46 36
Cash flow Cash flow adequacyratio 147 147 135 126 120
%
() Cash reinvestment ratio 7 5 5 9 6
Operatingleverage 4.05 4.04 4.52 4.71 5.27
Leverage Financial leverage 1.00 1.00 1.00 1.00 1.00

Note 1: The financial information above has been audited by CPA. Note 2: As of the date of publishing of the Annual Report, 2021 financial information has not been reviewed by CPA.

Reasons for changes in financial ratios over the past two fiscal years (the analysis is required if the difference exceeds 20%):

  1. Interest earned ratio: This is mainly due to the decrease in interest expense recognized under IFRS 16 "Lease" in 2020.

  2. Accounts payable turnover: Due to the decrease in payments to suppliers at the end of the period.

  3. Cash flow ratio and cash reinvestment ratio: Cash flows from operating activities decreased in 2020.

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(2) 104 Corporation - IFRS

Financial information from the last five years(Note)
Year
As of
Item 2016 2017 2018 2019 2020 March 31,
2021
Debt to asset ratio 32 34 38 42
45
N/A
Financial
Long-term capital to
structure

property, plant, and		 716 739 615 672
727
(%)
equipment ratio
Current ratio 264 249 221 208
199
Solvency
Quick ratio 263 247 220 207
196
(%)
Interest earned ratio - - - 21,569
28,066
Operation performance Accounts receivable
36.47 38.47 36.42 33.87
31.13
turnover (times)
Average collection
10 9 10 11
12
days
Inventory turnover
- - - - -
(times)
Accounts payable
18.88 20.53 23.74 37.06
83.37
turnover (times)
Average days in sale - - - - -
Property, plant and

equipment turnover		 7.22 7.12 6.9 6.77
7.38
(times)
Total assets turnover
0.64 0.65 0.65 0.64
0.62
(times)
Profitability Return on assets(%) 18 14 12 12
10
Return on equity (%) 27 21 19 19
18
Income before tax to
124 113 104 100
91
paid-in capital (%)
Net margin(%) 28 21 18 18
16
EPS(NT$) 12.04 9.60 8.51 8.62
7.8
Cash flow ratio 58 57 45 46
37

Cash flow adequacy
Cash flow 151 149 134 129
122

ratio
(%)
Cash reinvestment
8 5 5 9
9
ratio
Operatingleverage 4.62 4.48 4.96 5.23
5.62
Leverage Financial leverage 1.00 1.00 1.00 1.01
1.00

Note: The financial information above has been audited by CPA.

Reasons of changes in financial ratios over the past two fiscal years (the analysis is required if the difference exceeds 20%):

  1. Interest earned ratio: This is mainly due to the decrease in interest expense recognized under IFRS 16 "Lease" in 2020.

  2. Accounts payable turnover: Due to the decrease in payments to suppliers at the end of the period.

  3. Cash flow ratio: Cash flows from operating activities decreased in 2020.

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Calculation formula:

  1. Financial structure

  2. (1)Debt to assets ratio = total liabilities / total assets.

  3. (2)Long-term capital to property, plant and equipment ratio = (net equity + non-current liabilities) / net worth of property, plant and equipment.

  4. Solvency

  5. (1)Current ratio = current assets / current liabilities

  6. (2)Quick ratio = (current assets – inventory – prepaid expenses) / current liabilities

  7. (3)Interest earned ratio = income before income tax and interest expenses / current interest expenses

  8. Operating performance

  9. (1)Accounts receivable (including accounts receivable and notes receivable arising from business operations) turnover rate = net sales / average receivables (including accounts receivable and notes receivable arising from business operations) for each period.

  10. (2)Average collection days = 365 / receivables turnover rate.

  11. (3)Inventory turnover rate = cost of goods sold/average inventory level.

  12. (4)Accounts payable (including accounts payable and notes payable arising from business operations) turnover rate = cost of goods sold / average payables (including accounts payable and notes payable arising from business operations) for each period.

  13. (5)Average days in sale = 365 / inventory turnover rate.

  14. (6)Property, plant and equipment turnover rate = net sales / average net worth of property, plant and equipment.

  15. (7)Total asset turnover rate = net sales / average total assets.

4. Profitability

  • (1)Return on assets = [net income + interest expenses (1- tax rate)] / average total assets.

  • (2)Return on equity = net income / average total shareholder's equity.

  • (3)Net margin = net income / net sales.

  • (4)Earnings per share = (net income (loss) attributable to owners of parent Company – dividends on preferred shares) / weighted average number of issued shares.

  • Cash flow

  • (1)Cash flow ratio = net cash flow from operating activities / current liabilities.

  • (2)Cash flow adequacy ratio = net cash flow from operating activities for the most recent five years / (capital expenditures + inventory increase + cash dividend) for the most recent five years.

  • (3)Cash reinvestment ratio = (net cash flow from operating activities – cash dividend) / gross fixed assets value + long-term investment + other assets + working capital).

  • Leverage:

  • (1)Operating leverage = (net operating revenue – variable operating costs and expenses) / operating income.

  • (2)Financial leverage = operating income / (operating income - interest expenses).

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3. Supervisors' report for the most recent fiscal year

Supervisors' Review Report for 104 Corporation

The Board of Directors has prepared the 2020 Business Report, Financial Statements, and Earnings Distribution Proposal. Of which, the financial statements have been audited by CPAs Min-Ju Chao and Lily Lu of KPMG, and an audit report with unqualified opinion was issued. The aforementioned statements have been reviewed and determined to be correct and accurate by the supervisors. The Report is submitted in accordance with Article 219 of the Company Act.

To

2021 annual shareholder’s meeting of 104 Corporation

Supervisor: Askforce Corporation Representative: Mei-Fang Hsu Supervisor: Zan-Syong Cai

February 25, 2021

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4. Consolidated Financial Statement for the Most Recent Fiscal Year

Representation Letter

The entities that are required to be included in the combined financial statements of 104 Corporation and Subsidiaries as of and for the year ended 2020 under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports, and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with International Financial Reporting Standards No. 10 by the Financial Supervisory Commission, "Consolidated and Separate Financial Statements." In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, 104 Corporation and Subsidiaries do not prepare a separate set of combined financial statements.

Company name: 104 Corporation and Subsidiaries Chairman: Rocky Yang Date: February 25, 2021

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==> picture [169 x 19] intentionally omitted <==

KPMG

台北市110615信義路5段7號68樓(台北101大樓) 68F., TAIPEI 101 TOWER, No. 7, Sec. 5, Xinyi Road, Taipei City 110615, Taiwan (R.O.C.)

Telephone 電話 + 886 2 8101 6666 Fax 傳真 + 886 2 8101 6667 Internet 網址 home.kpmg/tw

Independent Auditors' Report

To the Board of Directors of 104 Corporation:

Opinion

We have audited the consolidated financial statements of 104 Corporation and Subsidiaries ("the Consolidated Company"), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Consolidated Company as at December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards ("IFRSs"), International Accounting Standards ("IASs"), interpretation as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audit in accordance with the "Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants" and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Consolidated Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China ("the Code"), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements taken as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Based on our judgement, the key audit matters that should be communicated in this audit report are as follows:

Revenue recognition

Please refer to note 4(12) for accounting policy related to revenue recognition, and note 6(13) for the disclosure related to revenue from contracts with customers of the consolidated financial statements.

KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member -123firms affiliated with KPMG International Limited, a private English company limited by guarantee.

Description of key audit matter:

The Consolidated Company's operating revenues is the main indicator for investors and management to assess their financial or business performance. Since 104 Corporation is a listed company, it has a high risk of false representation. Furthermore, revenue recognition is extremely important in preparing the financial statements of the Consolidated Company, whose operating revenues mainly derive from providing online advertising and consulting services, wherein they are recognized in the following different ways. Additionally, the Consolidated Company often received its payments in advance after the contracts are signed; therefore, the amount is deferred according to the Consolidated Company's policy and recognized as revenue once the service is performed. The aforementioned matter is the basis for the Consolidated Company's management to determine the amount of revenue that can be recognized, therefore, revenue recognition was considered to be one of the key audit matters in our audit.

How the matter was addressed in our audit:

Our audit procedures included:

  • ‧ Assessing and testing the design, as well as the effectiveness of the operating on the control over sales and collection cycle. Selecting appropriate samples and comparing them to relevant documents such as customer order and confirmation of completion order signed by customer to assess whether revenue and deferred revenue have been appropriately recognized.

  • ‧ Performing comparison analysis on operating revenue of the current period to last period and the latest quarter to assess the existence of any significant exceptions, and further identify and analyze the reasons, if there is any significant exception.

  • ‧ Performing test-of-detail on operating revenue to assess the assertions of existence and accuracy, as well as the appropriateness of recognition.

  • ‧ Examining relevant documents of a period before and after the balance sheets date, such as customer order, information reported back from business department, or confirmation of completion of duty executed by customer, and verify the accuracy of the amount recognized as revenue in accordance with the timing of service provided or quantity provided to determine whether the deferred revenue should not be recognized as revenue and whether operating revenue has been appropriately recognized.

Other Matter

104 Corporation has prepared parent-company-only financial statements as of and for the years ended December 31, 2020 and 2019 and, on which we have expressed an unqualified opinion.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs, IASs, interpretation as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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In preparing the consolidated financial statements, management is responsible for assessing the Consolidated Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Consolidated Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Consolidated Company's financial reporting process.

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Consolidated Company's internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Consolidated Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Consolidated Company to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Consolidated Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Consolidated Company audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

-125-

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors' report are Min-Ju Chao and Lily Lu.

KPMG

Taipei, Taiwan (Republic of China) February 25, 2021

Note to Readers

The accompanying consolidated financial statements are intended only to present the consolidated statement of financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.

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

-126-

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) 104 CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

December 31, December 31, December 31, December 31, December 31,
2020 2019 2020 2019
Amount % Amount % Liabilities and Equity Amount % Amount %
Current liabilities:
$ 2,236,512 84 2,168,656 84 Current contract liabilities (note 6(13)) $ 600,876 23 518,483 20
161 - 439 - Notes payable 54 - 121 -
50,906 2 47,902 2 Accounts payable 1,859 - 2,452 -
9,334 - 9,507 - Other payables (note 6(14)) 395,053 15 380,763 15
- - 150 - Current tax liabilities 44,948 2 47,258 2
37,044 2 15,439 1 Current lease liabilities (note 6(7)) 32,891 1 29,255 1
2,333,957 88 2,242,093 87 Other current liabilities, others 58,759 2 51,631 2
Total current liabilities 1,134,440 43 1,029,963 40
4,557 - 4,797 - Non-current liabilities:
208,883 8 230,478 9 Non-current lease liabilities (note 6(7)) 44,734 2 47,004 2
76,824 3 75,636 3 Net defined benefit liability, non-current (note 6(8)) 12,611 - 9,180 -
1,553 - 2,710 - Total non-current liabilities 57,345 2 56,184 2
8,638 - 7,051 - Total liabilities 1,191,785 45 1,086,147 42
588 - 468 - Equity attributable to owners of parent (notes 6(8), (9), (10) and (11))
8,300 - 8,254 - Common stock 331,907 12 331,907 13
10,000 1 10,000 1 Capital surplus 397,574 15 397,574 15
4,224 - 3,500 - Retained earnings:
323,567 12 342,894 13 Legal reserve 378,199 15 378,199 15
Special reserve 6,121 - 4,051 -
Unappropriated earnings 351,628 13 385,088 15
Total retained earnings 735,948 28 767,338 30
Other equity:
Exchange differences on translation of foreign financial statements (5,339) - (6,121) -
Total equity attributable to owners of parent 1,460,090 55 1,490,698 58
Non-controlling interests 5,649 - 8,142 -
Total equity 1,465,739 55 1,498,840 58
$ 2,657,524 100 2,584,987 100 Total liabilities and equity $ 2,657,524 100 2,584,987 100
Assets
Current assets:
Cash and cash equivalents (note 6(1))
Notes receivable, net (notes 6(3) and (13))
Accounts receivable, net (notes 6(3) and (13))
Other receivables
Other current financial assets (note 8)
Other current assets, others
Total current assets
Non-current assets:
Non-current financial assets at fair value through profit or loss (note 6(2))
Property, plant and equipment (note 6(4))
Right-of-use assets (note 6(5))
Intangible assets (note 6(6))
Deferred tax assets (note 6(9))
Prepayments for business facilities
Guarantee deposits paid
Other non-current financial assets (note 8)
Other non-current assets, others (note 6(3))
Total non-current assets		 December 31,
2020
Amount
%
$ 2,236,512
84
161
-
50,906
2
9,334
-
-
-
37,044
2
2,333,957
88
4,557
-
208,883
8
76,824
3
1,553
-
8,638
-
588
-
8,300
-
10,000
1
4,224
-
323,567
12		 December 31,
2019
Amount
%
2,168,656
84
439
-
47,902
2
9,507
-
150
-
15,439
1
2,242,093
87
4,797
-
230,478
9
75,636
3
2,710
-
7,051
-
468
-
8,254
-
10,000
1
3,500
-
342,894
13
$
2,657,524
100

Total assets

-127-

See accompanying notes to consolidated financial statements.

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) 104 CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)

Operating revenue (note 6(13))
Operating costs (notes 6(4), (5), (6), (7), (8), (10), (11), (14) and 12)
Gross profit
Operating expenses (notes 6(3), (4), (5), (6), (7), (8), (10), (11), (14), 7 and 12):
Selling expenses
Administrative expenses
Research and development expenses
Total operating expenses
Operating income
Non-operating income and expenses (notes 6(4), (5), (6), (7), (8), (15), (16), (17), 7 and 12):
Interest income
Other income
Other gains and losses
Finance costs
Total non-operating income and expenses
Income before income tax
Less: income tax expenses (note 6(9))
Net income
Other comprehensive income (loss):
Items that will not be reclassified subsequently to profit or loss
Remeasurements from defined benefit plans (note 6(8))
Less: income tax related to items that will not be reclassified subsequently to profit or loss (note
6(9))
Total items that will not be reclassified subsequently to profit or loss
Items that may be reclassified subsequently to profit or loss
Exchange differences on translation of foreign financial statements
Less: income tax related to items that are or may be reclassified subsequently to profit or loss
Total items that may be reclassified subsequently to profit or loss
Other comprehensive loss
Total comprehensive income
Net income attributable to:
Shareholders of the Company
Non-controlling interests
Total comprehensive income (loss) attributable to:
Shareholders of the Company
Non-controlling interests
Basic earnings per share (note 6(12))
Basic earnings per share
Diluted earnings per share		 2020
Amount
%
$ 1,634,481
100
182,170
11
1,452,311
89
657,706
40
162,868
10
344,472
21
1,165,046
71
287,265
18
11,834
1
8,144
1
(3,646)
(1)
(1,084)
-
15,248
1
302,513
19
46,343
3
256,170
16
(5,028)
(1)
(1,006)
-
(4,022)
(1)
855
-
-
-
855
-
(3,167)
(1)
$
253,003
15
$ 258,736
16
(2,566)
-
$
256,170
16
$ 255,496
15
(2,493)
-
$
253,003
15
$
7.80
$
7.75		 2019
Amount
%
1,636,383
100
164,205
10
1,472,178
90
637,852
39
164,248
10
348,435
21
1,150,535
70
321,643
20
13,656
1
20,850
1
(18,645)
(1)
(1,570)
-
14,291
1
335,934
21
48,668
3
287,266
18
(5,068)
(1)
(1,014)
-
(4,054)
(1)
(2,382)
-
-
-
(2,382)
-
(6,436)
(1)
280,830
17
286,001
18
1,265
-
287,266
18
279,877
17
953
-
280,830
17
8.62
8.56

See accompanying notes to consolidated financial statements.

-128-

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) 104 CORPORATION AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2019
Appropriations and distributions
Special reserve
Cash dividends
Net income for the year
Other comprehensive income (loss) for the
year
Total comprehensive income (loss) for the
year
Adjustments for restricted employee shares
Cancellation of restricted employee shares
Compensation cost of restricted employee
shares
Balance at December 31, 2019
Appropriations and distributions
Special reserve
Cash dividends
Net income (loss) for the year
Other comprehensive income (loss) for the
year
Total comprehensive income (loss) for the
year
Balance at December 31, 2020		 Equity attributable Equity attributable Equity attributable t o owners of parent o owners of parent o owners of parent o owners of parent o owners of parent o owners of parent o owners of parent Non-
controlling
interests		 Total
equity
Common
stock		 Capital
surplus		 Retained earnings Other equity interest Total equity
attributable
to owners of
parent
Exchange
differences on
translation of
foreign financial
statements		 Others Total
Legal
reserve		 Special
reserve		 Unappropriated
earnings		 Total
$ 331,917
-
-
-
-
-
-
(10)
-
331,907
-
-
-
-
-
$
331,907		 397,859
-
-
-
-		 378,199
-
-
-
-		 2,941
1,110
-
-
-		 386,934
(1,110)
(282,461)
286,001
(4,054)
281,947
(222)
-
-
385,088
(2,070)
(286,104)
258,736
(4,022)
254,714
351,628		 768,074
-
(282,461)
286,001
(4,054)
281,947
(222)
-
-
767,338
-
(286,104)
258,736
(4,022)
254,714
735,948		 (4,051)
-
-
-
(2,070)
(2,070)
-
-
-
(6,121)
-
-
-
782
782
(5,339)		 (604)
-
-
-
-
-
295
-
309
-
-
-
-
-
-
-		 (4,655)
-
-
-
(2,070)
(2,070)
295
-
309
(6,121)
-
-
-
782
782
(5,339)		 1,493,195
-
(282,461)
286,001
(6,124)
279,877
(222)
-
309
1,490,698
-
(286,104)
258,736
(3,240)
255,496
1,460,090		 7,189
-
-
1,265
(312)
953
-
-
-
8,142
-
-
(2,566)
73
(2,493)
5,649		 1,500,384
-
(282,461)
287,266
(6,436)
280,830
(222)
-
309
1,498,840
-
(286,104)
256,170
(3,167)
253,003
1,465,739
- - -
-
-
-		 -
-
-
378,199
-
-
-
-		 4,051
2,070
-
-
-
- -
378,199 6,121

See accompanying notes to consolidated financial statements.

-129-

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) 104 CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities:
Income before tax
Adjustments:
Adjustments to reconcile profit:
Depreciation expense
Amortization expense
Expected credit loss
Interest expense
Interest income
Compensation cost of restricted employee shares
Loss (gain) on disposal of property, plant and equipment
Loss on disposal of investments
Unrealized foreign exchange loss
Adjustments for restricted employee shares
Loss from lease modifications
Total adjustments to reconcile profit
Changes in operating assets and liabilities:
Net changes in operating assets:
Notes receivable
Accounts receivable
Other receivable
Other financial assets
Other current assets
Total net changes in operating assets
Net changes in operating liabilities:
Contract liabilities
Notes payable
Accounts payable
Other payables
Other current liabilities
Net defined benefit liabilities
Total net changes in operating liabilities
Total net changes in operating assets and liabilities
Total adjustments
Cash inflow generated from operations
Interest received
Interest paid
Income taxes paid
Net cash flows from operating activities
Cash flows from (used in) investing activities:
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Decrease in other receivables
Acquisition of intangible assets
Increase in other non-current assets
Increase in prepayments for business facilities
Net cash flows used in investing activities
Cash flows used in financing activities:
Payment of lease liabilities
Cash dividends paid
Net cash flows used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year		 2020
$ 302,513
71,825
1,789
889
1,084
(11,834)
-
172
-
240
-
-
64,165
278
(3,893)
(307)
150
(21,605)
(25,377)
82,393
(67)
(593)
21,980
7,128
(1,597)
109,244
83,867
148,032
450,545
12,429
(1,084)
(49,349)
412,541
(25,105)
198
(46)
-
(632)
(724)
(120)
(26,429)
(33,006)
(286,104)
(319,110)
854
67,856
2,168,656
$
2,236,512		 2019
335,934
78,621
2,068
963
1,570
(13,656)
309
(390)
728
117
(222)
73
70,181
126
(1,869)
288
-
(298)
(1,753)
71,796
(274)
(3,567)
52,533
1,981
(1,554)
120,915
119,162
189,343
525,277
13,516
(1,570)
(66,294)
470,929
(61,398)
390
(4)
176
(1,264)
(3,500)
(468)
(66,068)
(35,151)
(282,461)
(317,612)
(2,458)
84,791
2,083,865
2,168,656

See accompanying notes to consolidated financial statements.

-130-

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) 104 CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars, unless otherwise stated)

(1) Company history

104 Corporation (the "Company") was incorporated as a company limited by shares under the Company Act of the Republic of China in October 1993. The Company, formerly named Fu-Hwa International Market Development Consultant Ltd., was renamed 104 Corporation in August 2000. The Company and subsidiaries (the "Consolidated Company") are engaged in information technology, general advertising services, employment services and human resource consultancy.

(2) Approval date and procedures of the consolidated financial statements

These consolidated financial statements were authorized for issuance by the board of directors on February 25, 2021.

(3) New standards, amendments and interpretations adopted:

  • 1) The impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C. (“FSC”) which have already been adopted.

The Consolidated Company has initially adopted the following new amendments, which do not have a significant impact on its consolidated financial statements, from January 1, 2020:

  • ●Amendments to IFRS 3 “Definition of a Business”

  • ●Amendments to IFRS 9, IAS39 and IFRS7 “Interest Rate Benchmark Reform”

  • ●Amendments to IAS 1 and IAS 8 “Definition of Material”

  • ●Amendments to IFRS 16 “COVID-19-Related Rent Concessions”

  • 2) The impact of IFRS issued by the FSC but not yet effective

The Consolidated Company assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2021, would not have a significant impact on its consolidated financial statements:

  • ●Amendments to IFRS 4 “Extension of the Temporary Exemption from Applying IFRS 9”

  • －

  • ●Amendments to IFRS 9, IAS39, IFRS7, IFRS 4 and IFRS 16 “Interest Rate Benchmark Reform Phase 2”

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

The Consolidated Company does not expect the following new and amended standards, which have yet to be endorsed by the FSC, to have a significant impact on its consolidated financial statements:

  • ●Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets Between an Investor and Its Associate or Joint Venture”

  • ●IFRS 17 “ Insurance Contracts” and amendments to IFRS 17 “ Insurance Contracts”

(Continued)

-131-

104 CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

  • －

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

  • －

  • ●Amendments to IAS 37 “Onerous Contracts Cost of Fulfilling a Contract”

  • ●Annual Improvements to IFRS Standards 2018-2020

  • ●Amendments to IFRS 3 “Reference to the Conceptual Framework”

(4) Summary of significant accounting policies

The significant accounting policies were applied consistently throughout the periods presented in these consolidated financial statements.

The significant accounting policies presented in the consolidated financial statements are summarized as follows:

  • 1) Statement of compliance

These consolidated financial statements have been prepared in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" (hereinafter referred to as "the Regulations") and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations and SIC Interpretations endorsed and issued into effect by the FSC (hereinafter referred to as "the IFRSs endorsed by the FSC").

  • 2) Basis of preparation

  • Basis of measurement

Except for the following significant accounts, the consolidated financial statements have been prepared on a historical cost basis:

  • (A) Financial instruments measured at fair value through profit or loss are measured at fair value;

  • (B) The defined benefit liabilities are measured at fair value of the plan assets less, the present value of the defined benefit obligation, limited as explained in note 4(14).

  • Functional and presentation currency

The functional currency of each consolidated entity is determined based on the primary economic environment in which the entity operates. The consolidated financial statements are presented in New Taiwan dollars (NTD), which is the Company's functional currency. All financial information presented in NTD has been rounded to the nearest thousand.

  • 3) Basis of consolidation

  • Principles of preparation of the consolidated financial statements

The consolidated financial statements comprise the Company and its subsidiaries. The financial statements of the subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. The Consolidated Company attributes the profit or loss and each component of other comprehensive income to the owners of the parent and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.

(Continued)

-132-

104 CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The Consolidated Company balances and transactions, and any unrealized income and expenses arising from the Consolidated Company transactions are eliminated in preparing the consolidated financial statements.

Changes in the Consolidated Company's ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

  1. List of subsidiaries in the consolidated financial statements

The Company's subsidiaries were as follows:

Name of
investor		 Name of
subsidiary		 Principal activity
General advertising services, IT
software services, electronic
information services, talent
dispatching, management consultancy
and data processing services
Collecting, coordinating, publishing,
and consulting on human resource
information; recruitment; designing
and developing computer software,
multimedia, and network systems;
designing and producing advertising
Developing network technologies and
computer software, selling products,
providing technical advice and
services, and management
consultancy		 Percentage of
ownership (%)
December
31, 2020
December
31, 2019
Notes
%
100.00
%
100.00
%
70.00
%
70.00
%
100.00
%
100.00
December
31, 2020
%
100.00
%
70.00
%
100.00
The Company
The Company
The Company		 104 Consulting
Corporation
(104
Consulting)
104 Human
Resources
Consultancy
(Shanghai) Co.,
Ltd. (104
Human
Resources
Consultancy)
104 Redpoint
Information
Technology
(Shanghai) Co.,
Ltd. (Redpoint
Information)

All subsidiaries of the Consolidated Company are included in the consolidated financial statements.

  • 4) Foreign currency

  • Foreign currency transactions

Transactions in foreign currencies are translated into the respective functional currencies of Company entities at the exchange rates at the dates of the transactions. At end of each subsequent reporting period monetary items denominated in foreign currencies are translated into the functional currencies using the exchange rate at that date.

Non-monetary items denominated in foreign currencies that are measured at fair value are translated into the functional currencies using the exchange rate at the date when fair value was determined. Non-monetary items determined in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the translation.

(Continued)

-133-

104 CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements

2. Foreign operations

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

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

When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, exchange differences arising from such items are considered to form part of a net investment in the foreign operation and are recognized in other comprehensive income, and presented in the translation reserve in equity.

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

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

  1. It is expected to realize, or intended to be sold or consumed, during normal operating cycle;

  2. It is held primarily for the purpose of trading;

  3. It is expected to be realized within twelve months after the reporting period; or

  4. The asset is cash or cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

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

The Consolidated Company shall classify a liability as current when:

  1. It is expected to be settled during normal operating cycle;

  2. It is held primarily for the purpose of trading;

  3. The liability is due to be settled within twelve months after the reporting period; or

  4. The Consolidated Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

(Continued)

-134-

104 CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

6) Cash and cash equivalents

Cash and cash equivalents comprise checking deposits, demand deposits, time deposits and bonds purchased under resell agreements (hereinafter referred to as "RS bond"). Cash equivalents are shortterm, highly liquid investments that are readily convertible to cash and which are subject to an insignificant risk of changes in value. Time deposits which meet the above definition and are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes should be recognized as cash equivalents.

7) Financial instruments

Trade receivable are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Consolidated Company becomes a party to the contractual provisions of the instruments.

1. Financial assets

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

On initial recognition, a financial asset is classified as measured at: amortized cost; Fair value through profit of loss (FVTPL). Financial assets are not reclassified subsequent to their initial recognition unless the Consolidated Company changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

  • (A) Financial assets measured at amortized cost

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

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

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

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

  • (B) Fair value through profit or loss

All financial assets not classified as amortized cost as above are measured at FVTPL. On initial recognition, the Consolidated Company may irrevocably designate a financial asset, which meets the requirements to be measured at amortized cost, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

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

(Continued)

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104 CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(C) Impairment of financial assets

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

Loss allowance for accounts receivable and notes receivable are always measured at an amount equal to lifetime expected credit loss (ECL). Loss allowances for other financial assets are considered reasonable and supportable information that is relevant and available (without undue cost or effort). This includes both quantitative and qualitative information and analysis, based on the Consolidated Company's historical experience, informed credit assessment and including forward-looking information, when the credit risk on the financial instrument has not increased significantly since initial recognition, a loss allowance is recognized at an amount equal to expected credit loss resulting from possible default events of a financial instrument within 12 months after the reporting date. If, on the other hand, there has been a significant increase in credit risk since initial recognition, a loss allowance is recognized at an amount equal to expected credit loss resulting from all possible default events over the expected life of a financial instrument.

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

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

Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.

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

(D) Derecognition of financial assets

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

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

(Continued)

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104 CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

  1. Financial liabilities and equity instruments

  2. (A) Equity instruments

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

  • (B) Financial liabilities

Financial liabilities are those not classified as measured at FVTPL or designated as such on initial recognition (including accounts payable and other payables). Financial liabilities are measured at fair value and any directly attributable transaction costs allocated to the liability.

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

  • (C) Derecognition of financial liabilities

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

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

  • (D) Offsetting of financial assets and liabilities

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

  • 8) Property, plant and equipment

  • Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.

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

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

(Continued)

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104 CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements

2. Subsequent expenditure

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

3. Depreciation

The depreciable amount of an asset is determined after deducting its residual amount, and it shall be allocated on a straight-line basis over its useful life. The depreciation charge for each period shall be recognized in profit or loss.

Land is not depreciated.

The estimated useful lives of significant items of property, plant and equipment for the current and comparative years, are as follows:

Buildings 3 to 50 years
Computer equipment 2 to 5 years
Office equipment 3 to 4 years
Leasehold improvement 2 to 5 years
Transportation equipment 3 years
Other equipment 2 to 5 years

Depreciation methods, useful lives, and residual values are reviewed at each reporting date. If expectations differ from the previous estimates, the change is recorded for as a change in accounting estimate.

9) Lease

1. Identifying a lease

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

  • (A) the contract involves the use of an identified asset – this may be specified explicitly or implicitly, and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified; and

  • (B) the customer has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and

  • (C) The customer has the right to the direct use of its asset if either：

  • ‧ the customer has the right to direct how and for what purpose the asset is used throughout the period of use; or

(Continued)

-138-

104 CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

  • ‧ the relevant decisions about how and for what purpose the asset is used are predetermined and:

  • － the customer has the right to operate its asset, wherein the providers do not have the right to change; or

－ the customer designed the asset in a way that predetermines how, and for what purpose, it will be used.

2. As a lessee

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

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

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

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

  • (A) fixed payments, including in-substance fixed payments;

  • (B) variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

  • (C) amounts expected to be payable under a residual value guarantee; and

  • (D) payments or penalties for purchase or termination options that are reasonably certain to be exercised.

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

  • (A) there is a change in future lease payments arising from the change in an index or rate; or

  • (B) there is a change in the Consolidated Company’s estimate of the amount expected to be payable under a residual value guarantee; or

  • (C) there is a change in the Consolidated Company’s evaluation of purchase options; or

  • (D) there is a change of its assessment on whether it will exercise an extension or termination option; or

  • (E) there is any modifications.

(Continued)

-139-

104 CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

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

The Consolidated Company presents right-of-use assets that do not meet the definition of investment and lease liabilities as a separate line item respectively in the balance sheets.

If an arrangement contains lease and non-lease components, the Consolidated Company allocates the consideration in the contract to each lease component on the basis of their relative standalone prices. However, for the leases of land and buildings in which it is a lessee, the Consolidated Company has elected not to separate non-lease components and account for the lease and non-lease components as a single lease component.

The Consolidated Company has elected not to recognize right-of-use assets and lease liabilities for the short-term leases of its offices and parking lots. The Consolidated Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

10) Intangible assets

Intangible assets that are acquired by the Consolidated Company and have finite useful lives are measured at cost, less accumulated amortization and any accumulated impairment losses.

1. Subsequent expenditure

Subsequent expenditure is capitalized only when it increases the finite economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.

2. Amortization

The amortizable amount is the cost of an asset, or other amount substituted for cost, less its residual value.

Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of the intangible assets from the date that they are available for use. The estimated useful life of computer software is 1~3 years.

The residual value, amortization period, and amortization method for an intangible asset with a finite useful life shall be reviewed each reporting date and adjusted if appropriate.

  • 11) Impairment – non-derivative financial assets

At each reporting date, the Consolidated Company reviews the carrying amounts of its non-financial assets (other than deferred tax assets and assets due from employee benefits) to determine whether there is any indication of impairment. If any such indication exists, then the asset’ s recoverable amount is estimated.

(Continued)

-140-

104 CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.

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

12) Recognition of Revenue

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

  1. Online advertising and consulting service

The Consolidated Company provides online advertising and consulting services to enterprises and recognizes its revenue in the accounting period in which service is performed. Part of fixedprice online advertising service contracts which service is provided with specified quantity over a fixed period of time or for services with undefined quantity. Revenue is recognized on the percentage of services to be performed on the reporting date as total services.

Part of fixed-price consulting service contracts include software licensing, customized services and other relevant services. Software licensing and customized services are two single performance obligations, wherein their transaction prices are allocated to each performance obligation on a relative stand-alone selling price basis. At the beginning of the contract, management estimates the stand-alone selling price based on the type of software to be provided and the observable price for providing similar services to similar customers under similar circumstances. If any, the discount is allocated to each performance obligation on a relative stand-alone selling price basis. Software licensing revenue is recognized after the controlling right of software has been transferred. Customized service revenue is recognized on the percentage of services performed to date as total services to be performed during the period of contract.

Under fixed-price contracts, customer pay the fixed amount according to the agreed payment terms. The payment excesses the services be performed as a contract liability.

2. Financing components

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

(Continued)

-141-

104 CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

13) Government grants

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

14) Employee benefits

1. Defined contribution plans

Obligations for contributions to defined contribution plans are expensed as the related service is provided. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available.

2. Defined benefit plans

The Consolidated Company's net obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value and deducting the fair value of any plan assets.

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

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

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

3. Short-term employee benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Consolidated Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

(Continued)

-142-

104 CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

15) Share-based payment

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

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

Grant date of a share-based payment award is the date which the board of directors authorized the price and number of a new award.

  • 16) Income taxes

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

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

Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes shall not be recognized for the exceptions below:

  1. Temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profits (losses) at the time of the transaction;

  2. Temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Consolidated Company is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and

  3. Taxable temporary differences arising on the initial recognition of goodwill.

Deferred taxes are measured at tax rates that are expected to be applied to temporary differences when they reserve, using tax rates enacted or substantively enacted at the reporting date, and reflect uncertainty related to income taxes, if any.

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

  1. The Consolidated Company has a legally enforceable right to set off current tax assets against current tax liabilities; and

(Continued)

-143-

104 CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

  1. The deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:

  2. (A) the same taxable entity; or

  3. (B) different taxable entities which intend to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

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

  • 17) Earnings per share

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

  • 18) Segment information

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

(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty

The preparation of the consolidated financial statements in conformity with IFRSs requires management to make judgments, estimates and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income and expenses. Actual results may differ from these estimates.

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

There are no critical judgments in applying accounting policies that have significant effect on the amounts recognized in the consolidated financial statements.

For the assumptions and estimation uncertainties, there were no significant risk resulting in a material adjustment within the next financial year.

(Continued)

-144-

104 CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(6) Explanation of significant accounts

  • 1) Cash and cash equivalents
Cash
Checking deposits
Demand deposits
Time deposits
Cash equivalents－RS bond
Cash and cash equivalents in the consolidated statement of cash
flows		 December 31,
2020
$ 34
2,709
214,669
1,969,100
50,000
$
2,236,512		 December 31,
2019
2
2,750
115,714
1,946,190
104,000
2,168,656

Please refer to note 6(18) for the disclosure of the interest rate risk, currency risk, and sensitivity analysis of the financial assets and liabilities of the Consolidated Company.

  • 2) Financial assets at fair value through profit or loss
Mandatorily measured at fair value through profit or loss－
non-current
Private fund
Notes and accounts receivable and overdue receivables
Notes receivable
Accounts receivable
Overdue receivable (recorded under other non-current assets)
Less: Allowance for doubtful accounts－accounts receivable
Allowance for doubtful accounts－overdue receivable
(recorded under other non-current assets)		 December 31,
2020
$
4,557
December 31,
2020
$ 161
50,906
-
-
-
$
51,067		 December 31,
2019
4,797
December 31,
2019
439
47,938
193
(36)
(193)
48,341
  • 3) Notes and accounts receivable and overdue receivables

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

(Continued)

-145-

104 CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The loss allowance provision was determined as follows:

Aging 1~365 days
Aging 1~365 days
Aging over 365 days		 December 31, 2020 December 31, 2020
Gross carrying
amount
Weighted
average loss
rate (%)
$
51,067
-
December 31, 2019		 Lifetime
expected credit
loss allowance
-
Weighted
average loss
rate (%)
0.07
100.00		 Lifetime
expected credit
loss allowance
36
193
229

The movement in the allowance for notes, accounts and overdue receivable were as follows:

Balance on January 1
Impairment losses recognized
Amounts written off
Accounts recovered
Foreign exchange losses
Balance on December 31		 2020
$ 229
889
(1,176)
58
-
$
-		 2019
379
963
(1,166)
50
3
229

The Consolidated Company does not hold any collateral for collectible amounts.

4) Property, plant and equipment

Movement of the cost, depreciation, and impairment loss of the property, plant and equipment of the Consolidated Company for the years ended December 31, 2020 and 2019, was as follows:

Cost or deemed cost:
January 1, 2020
Additions
Disposals
Effect of movements
in exchange rates
December 31, 2020		 Land
$ 103,562
-
-
-
$
103,562		 Buildings
75,782
999
-
-		 Computer
equipment
366,028
14,033
(13,901)
45		 Office
equipment
4,873
-
-
-		 Leasehold
improvement
53,391
1,367
(625)
-
54,133		 Transportation
equipment
523
-
(523)
-		 Other
equipment
29,996
1,016
(4,048)
-		 Unfinished
construction
-
-
-
-		 Total
634,155
17,415
(19,097)
45
76,781 366,205 4,873 - 26,964 - 632,518

(Continued)

-146-

104 CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

January 1, 2019

Additions
Disposals
Reclassifications
Effect of movements
in exchange rates
December 31, 2019

Depreciation and
impairment loss:
January 1, 2020

Depreciation
Disposals
Effect of movements
in exchange rates
December 31, 2020

January 1, 2019

Depreciation
Disposals
Effect of movements
in exchange rates
December 31, 2019

Carrying amount:
December 31, 2020

December 31, 2019

January 1, 2019
 Land
$ 103,562
-
-
-
-		 Buildings
75,782
-
-
-
-		 Computer
equipment
350,688
19,317
(3,980)
98
(95)		 Office
equipment
3,674
1,750
(561)
-
10		 Leasehold
improvement
46,495
5,470
(884)
2,305
5		 Transportation
equipment
1,597
-
(1,097)
-
23		 Other
equipment
29,798
529
(331)
-
-		 Unfinished
construction
-
2,403
-
(2,403)
-		 Total
611,596
29,469
(6,853)
-
(57)
$
103,562		 75,782 366,028 4,873 53,391 523 29,996 - 634,155
$ -
-
-
-		 36,688
3,230
-
-		 297,126
29,259
(13,881)
43		 3,284
585
-
1		 40,873
3,628
(275)
-		 523
-
(523)
-		 25,183
1,939
(4,048)
-		 -
-
-
-		 403,677
38,641
(18,727)
44
$
-		 39,918 312,547 3,870 44,226 - 23,074 - 423,635
$ -
-
-
-		 33,434
3,254
-
-		 268,444
32,753
(3,980)
(91)		 3,665
170
(561)
10		 37,187
4,565
(884)
5		 1,597
-
(1,097)
23		 23,418
2,096
(331)
-		 -
-
-
-		 367,745
42,838
(6,853)
(53)
$
-		 36,688 297,126 3,284 40,873 523 25,183 - 403,677
$
103,562		 36,863 53,658 1,003 9,907 - 3,890 - 208,883
$
103,562		 39,094 68,902 1,589 12,518 - 4,813 - 230,478
$
103,562		 42,348 82,244 9 9,308 - 6,380 - 243,851

5) Right-of-use assets

The movement of the cost and depreciation of the right of use assets of the Consolidated Company for 2020 and 2019 were as follows:

Cost:
Balance at January 1, 2020
Addition
Disposal (modification of contract)
Balance at December 31, 2020		 Building
$ 104,351
33,282
(64)
$
137,569		 Transportation
equipment
5,102
1,154
-
6,256		 Total
109,453
34,436
(64)
143,825

(Continued)

-147-

104 CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Balance at January 1, 2019
Adjustment on transition to new
standards
Balance of retrospective application at
January 1, 2019
Addition
Disposal (modification and early
termination of contract)
Effect of movement in exchange rates
Balance at December 31, 2019
Depreciation
Balance at January 1, 2020
Depreciation
Balance at December 31, 2020
Balance at January 1, 2019
Depreciation
Disposal (modification and early
termination of contract)
Balance at December 31, 2019
Carrying amount:
Balance at December 31, 2020
Balance at December 31, 2019		 Building
$ -
107,547
107,547
22,330
(25,668)
142
$
104,351
$ 32,061
31,204
$
63,265
$ -
33,881
(1,820)
$
32,061
$
74,304
$
72,290		 Transportation
equipment
-
5,123
5,123
435
(456)
-
5,102
1,756
1,980
3,736
-
1,902
(146)
1,756
2,520
3,346		 Total
-
112,670
112,670
22,765
(26,124)
142
109,453
33,817
33,184
67,001
-
35,783
(1,966)
33,817
76,824
75,636

6) Intangible assets

The cost, amortization and impairment of the intangible assets of the intangible assets of the Consolidated Company for the years ended December 31, 2020 and 2019, were as follows:

Costs:
Balance on January 1, 2020
Additions
Balance on December 31, 2020
Balance on January 1, 2019
Additions
Balance on December 31, 2019		 Software
$ 97,782
632
$
98,414
$ 96,518
1,264
$
97,782

(Continued)

-148-

104 CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Amortization and impairment loss:
Balance on January 1, 2020
Amortization for the year
Balance on December 31, 2020
Balance on January 1, 2019
Amortization for the year
Balance on December 31, 2019
Carrying amount:
Balance on December 31, 2020
Balance on December 31, 2019
Balance on January 1, 2019		 Software
$ 95,072
1,789
$
96,861
$ 93,004
2,068
$
95,072
$
1,553
$
2,710
$
3,514

The amortization of intangible assets in 2020 and 2019 was recorded as expenses under the following categories in the consolidated statements of comprehensive income:

Operating costs
Operating expenses
Non-operating expenses
7)
Lease liabilities		 2020
$
782
$
1,005
$
2		 2019
874
1,190
4

The lease liabilities of the Consolidated Company were recognized as follows:

Current
Non-current		 December 31,
2020
$
32,891
$
44,734		 December 31,
2019
29,255
47,004

Please refer to note 6(18) financial instruments for the maturity information.

The amount under profit and loss were as follows:

Interest expense of lease liabilities
Short term lease		 2020
$
1,084
$
2,480		 2019
1,570
3,829

(Continued)

-149-

104 CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements

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

Total cash flows used in operating activities
Total cash flows used in financing activities
Total cash flows		 2020
$ 3,564
33,006
$
36,570		 2019
5,399
35,151
40,550

1. Lease of buildings

The Consolidated Company leased buildings as office. The rental periods were 2 to 5 years. The options to extend the rental period as the original leasing period were included in the leasing periods for some of the lease.

2. Other lease

The rental periods of transportation were 2 to 5 years.

Meanwhile, for office and parking lots with the rental periods of within one year, the Consolidated Company recognized those under exemption for short term leases, without recognizing the right of use and lease liabilities.

8) Employee benefits

  1. Defined benefit plans

Reconciliation of defined benefit obligations at present value and plan assets at fair value were as follows:

Present value of the defined benefit obligations
Fair value of plan assets
Net defined benefit liability		 December 31,
2020
$ 66,838
(54,227)
$
12,611		 December 31,
2019
59,677
(50,497)
9,180

The Consolidated Company makes defined benefit plan contributions to the pension fund account with Bank of Taiwan that provides pensions for employees upon retirement. Plans (covered by the Labor Standards Act) entitle a retired employee to receive retirement benefits based on years of service and average monthly salary for the six months prior to retirement.

(A) Composition of plan assets

The Consolidated Company allocates pension funds in accordance with the "Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund", and such funds are managed by the Bureau of Labor Funds, Ministry of Labor. With regard to the utilization of the funds, minimum earnings shall be no less than the earnings attainable from two-year time deposits with interest rates offered by local banks.

The Consolidated Company's Bank of Taiwan labor pension reserve account balance amounted to $54,227 thousand as of December 31, 2020. For information on the utilization of the labor pension fund assets including the asset allocation and yield of the fund, please refer to the website of the Bureau of Labor Funds, Ministry of Labor.

(Continued)

-150-

104 CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

  • (B) Movements in present value of the defined benefit obligations

The movements in present value of the defined benefit obligations for the Consolidated Company were as follows:

Defined benefit obligation at January 1
Current service costs and interest
Remeasurement of the net defined benefit liability
－Actuarial loss arising from experience
adjustments
－Actuarial gains and losses arising from changes
in financial assumptions
Defined benefit obligation at December 31		 2020
$ 59,677
418
3,262
3,481
$
66,838		 2019
52,459
577
3,385
3,256
59,677
  • (C) Movements in fair value of plan assets

The movements in fair value of plan assets for the Consolidated Company were as follows:

Fair value of plan assets at January 1
Interest income
Remeasurements of net defined benefit asset – the
return on plan assets (excluding amounts included
in the interest during this period)
Contributions made
Fair value of plan assets at December 31		 2020
$ 50,497
354
1,715
1,661
$
54,227		 2019
46,793
515
1,573
1,616
50,497
  • (D) Expenses recognized in profit or loss

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

Net interest on the defined benefit liability (assets)
Operating costs
Selling expenses
Administrative expenses
Research and development expenses		 2020
$
64
$ 5
32
14
13
$
64		 2019
62
5
30
14
13
62

(Continued)

-151-

104 CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements

  • (E) Remeasurements of the net defined benefit liability recognized under other comprehensive income

The Consolidated Company's remeasurements of the net defined benefit liability recognized in other comprehensive income in 2020 and 2019 were as follows:

Cumulative amount at 1 January
Recognition during the year
Cumulative amount at 31 December		 2020
$ (7,595)
(5,028)
$
(12,623)		 2019
(2,527)
(5,068)
(7,595)
  • (F) Actuarial assumptions

The significant actuarial assumptions at the reporting date were as follows:

Discount rate
Future salary increases rate		 December 31,
2020
December 31,
2019
%
0.30
%
0.70
%
3.50
%
3.50

The expected contribution to be made by the Consolidated Company to the defined benefit plans for the next annual reporting period is $1,666 thousand.

The weighted-average duration of the Company's defined benefit plans is 14 years.

  • (G) Sensitivity analysis

When calculating the present value of the defined benefit obligations, the Consolidated Company uses judgments and estimations to determine the actuarial assumptions, including discount rates and future salary changes, as of the balance sheet date. Any changes in the actuarial assumptions may significantly impact the amount of the defined benefit obligations.

As of December 31, 2020 and 2019, the effect of changes in principal actuarial assumptions on the present value of the defined benefit obligations were as follows:

At December 31, 2020
Discount rate
Future salary increase rate
At December 31, 2019
Discount rate
Future salary increase rate		 Effect on defined benefit
obligation
Increase
0.25%
Decrease
0.25%
(2,203)
2,297
2,053
(1,985)
(2,061)
2,152
1,939
(1,871)

(Continued)

-152-

104 CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements

The above sensitivity analysis is based on the effect of changes in a single assumption under the condition that other assumptions remain constant. In practice, many changes in assumptions may be linked together. The method used for the sensitivity analysis and calculation of the net defined benefit liability are the same.

2. Defined contribution plans

The Company and domestic subsidiaries allocate 6% of each employee's monthly wages to the labor pension personal account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. Under this defined contribution plan, the Consolidated Company allocates a fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligation. Foreign subsidiaries contribution pension is in accordance with local laws and regulations.

The Consolidated Company's pension costs under the defined contribution method were $39,161 thousand and $36,748 thousand for 2020 and 2019, respectively.

9) Income taxes

  1. The components of income tax expense (benefit) for 2020 and 2019 were as follows:
Current tax expense (benefit)
Current period
Adjustment for prior periods
10% surtax on unappropriated retained earnings
Deferred tax expense (benefit)
Origination and reversal of temporary differences
Income tax expense		 2020
$ 60,225
(13,301)
-
46,924
(581)
$
46,343		 2019
66,600
(17,694)
102
49,008
(340)
48,668

The amount of income tax benefit recognized in other comprehensive income (loss) for 2020 and 2019 were as follows:

2019 were as follows:
Items that will not be reclassified subsequently to profit
or loss
Remeasurements of defined benefit plans		 2020
$
1,006		 2019
1,014

(Continued)

-153-

104 CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Reconciliation of income tax and profit before tax for 2020 and 2019 were as follows:

Income before income tax
Income tax using the Company's domestic tax rate
Effect of tax rates in foreign jurisdictions
Non-deductible expenses
Adjustment for prior periods
10% surtax on unappropriated retained earnings
Investment tax credit
Others
Total		 2020
$
302,513
$ 60,503
1,560
59
(13,301)
-
(2,478)
-
$
46,343		 2019
335,934
67,187
(1,162)
90
(17,694)
102
-
145
48,668
  1. Deferred tax assets and liabilities

Changes in the amount of deferred tax assets and liabilities for 2020 and 2019 were as follows:

Deferred tax assets:

Balance at January 1, 2020
Recognized in profit or loss
Recognized in other comprehensive income
Balance at December 31, 2020
Balance at January 1, 2019
Recognized in profit or loss
Recognized in other comprehensive income
Balance at December 31, 2019		 Defined benefit
plans
$ 1,836
(319)
1,006
$
2,523
$ 1,133
(311)
1,014
$
1,836		 Cumulative
compensated
absences
5,065
977
-
6,042
4,564
501
-
5,065		 Others
150
(77)
-
73
-
150
-
150		 Total
7,051
581
1,006
8,638
5,697
340
1,014
7,051
  1. Assessment of tax

The R.O.C. income tax authorities have examined and approved the Company's income tax returns through 2018.

  • 10) Share capital and other equity

As of December 31, 2020 and 2019, the total value of nominal ordinary shares amounted to $500,000 thousand. Par value of each share is $10 (dollars), and in total, there are 50,000 thousand authorized ordinary shares, of which 33,190 thousand shares were issued.

(Continued)

-154-

104 CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

1. Shares

Reconciliation of shares outstanding and issued for 2020 and 2019 were as follows:

Balance of shares outstanding at January 1
Granted of restricted employee shares
Balance of shares outstanding at December 31
Balance of restricted employee shares at January 1
Granted of restricted employee shares
Cancellation of restricted employee shares
Balance of restricted employee shares at December 31
Balance of shares issued at December 31		 Unit: Thousand shares
2020
2019
33,190
33,172
-
18
33,190
33,190
-
19
-
(18)
-
(1)
-
-
33,190
33,190

2. Capital surplus

The details of capital surplus were as follows:

The details of capital surplus were as follows:
Paid-in capital in excess of par value December 31,
2020
$
397,574		 December 31,
2019
397,574

In accordance with the Company Act, realized capital reserves can only be reclassified as share capital or distributed as cash dividends after offsetting losses. The aforementioned capital reserves include share premiums and donation gains. In accordance with the Securities Offering and Issuance Guidelines, the amount of capital reserves to be reclassified under share capital shall not exceed 10 percent of the actual share capital amount.

3. Retained earnings

The Company's article of incorporation stipulates that Company's after-tax earnings should first be used to offset the prior years' deficits, if any. Of the remaining balance, 10% is to be appropriated as legal reserve until the balance of the legal reserve equals the total authorized capital and then remaining undistributed earnings shall be distributed according to a resolution of the shareholders' meeting.

When a company incurs no loss, it may, pursuant to a resolution to be adopted by a shareholders' meeting, distribute its legal reserve by issuing new shares or by distributing cash, only the portion of legal reserve which exceeds 25% of the capital may be distributed.

The aforesaid earning distribution shall be formulated by the board of directors and forward to the shareholder's meeting for approval by a resolution.

(Continued)

-155-

104 CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements

In accordance with the dividend policy of the Company's article of incorporation, the Company shall take into consideration its operating environment, industry developments, and the future capital needs and long-term financial plan, the Company adopts a stable dividends policy. As the Company is in its growth phase, business expansion and capital needs over next few years, therefore, the Company should distribute the undistributed earnings in the form of shares or in cash. The cash dividends shall not be less than 10% of total dividends. However, distribution of earnings shall be made in view of the year's earnings and financial condition, and adjusted in the shareholders' meeting.

(A) Special reserve

In accordance with Ruling No. 1010012865 issued by the FSC on April 6, 2012, a portion of the current-period earnings and undistributed prior-period earnings shall be reclassified as special earnings reserve during earnings distribution. The amount to be reclassified should equal the current-period total net reduction of other shareholders' equity. Similarly, a portion of undistributed prior-period earnings (which does not qualify for earnings distribution) shall be reclassified as special earnings reserve to account for the cumulative changes to other shareholders' equity pertaining to prior periods. The amounts of subsequent reversals pertaining to the net reduction of other shareholders' equity shall qualify for additional distributions. The carrying amount of special reserve amounted to $6,121 thousand, and $4,051 thousand as of December 31, 2019 and 2018.

According to the Cheng Chi (Shen) No. 1010051600 released on November 21, 2012, special reserve is not required to provide although the unvested compensation cost of restricted employee shares is presented separately as a deduction item under “others” of equity attributable to owners of parent on consolidated balance sheets, which does not belong to unrealized gain or loss items.

(B) Earnings distribution

Earnings distribution for 2020 was decided via the board meeting held on February 25, 2021. The Company decided to distribute a cash dividend of $7.80 (dollars) per share, totaling $258,887 thousand.

Earnings distribution for 2019 was decided via the general meeting of shareholders held on May 28, 2020. The Company decided to distribute a cash dividend of $8.62 (dollars) per share, totaling $286,104 thousand.

Earnings distribution for 2018 was decided via the general meeting of shareholders held on May 29, 2019. The Company decided to distribute a cash dividend of $8.51 (dollars) per share, totaling $282,461 thousand.

The employee restricted shares are not required to be repaid according to the Company's agreement with employees. For the year 2019, the amount adjusted to remuneration expense after considering the employee turnover rate was $222 thousand, recognized as operating costs and expenses.

The related information about the aforementioned earnings distribution is available on the Market Observation Post System website.

(Continued)

-156-

104 CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

  • －

  • 11) Other share-based payment arrangement restricted employee shares

The Company decided to issue the first restricted employee shares of 2016 with consideration of attracting and retaining talented people based on the resolution approved at the shareholders' meeting held on June 7, 2016. Conditions for restricted employee shares are as follows:

  1. The proposed 2016 restricted employee shares will issue 273 thousand shares, with a par value of 10 dollars per share, totaling $2,730 thousand.

  2. Issuance price: to issue new shares to employees gratuitously without any charges.

  3. Shares can be issued in whole or in parts within 1 year after the effective registration with the authority.

  4. Vesting condition: If the qualified employee is still in service at the following time points, the employee's yearly personal performance is above grade A and did not violate any law, labor contract, working rules, and employee code of conduct of the Company, the proportion of shares granted by each vesting condition will be as follows from the time an employee is granted the restricted stock:

  5. (A) 1/3 of the restricted employee shares are vested in year 1 after the grant date

  6. (B) 1/3 of the restricted employee shares are vested in year 2 after the grant date

  7. (C) 1/3 of the restricted employee shares are vested in year 3 after the grant date

  8. If the granted restricted employee shares cannot be vested by dividing into three years, then they should be calculated based on higher portion for the former and lower portion for the latter basis.

The restricted employee shares mentioned above were registered with and approved by the Securities and Futures Bureau of the Financial Supervisory Commission, R.O.C., on August 1, 2016.

The Company decided to issue 125 thousand first restricted shares in 2016 during the board meeting held on August 11, 2016, with the board resolution date as the record date, at a fair value of $137 (dollars) per share. All shares have been issued, and the Company has completed the registration process.

The resolution was approved during the board of directors' meeting held on August 14, 2019, for the cancellation of 1 thousand unvested shares; wherein the registration had been completed.

For the years 2019, the amounts adjusted to capital surplus after considering the estimated employee turnover rate is $295 thousand, and the amounts adjusted to other equity-other is $295 thousand.

Compensation costs of the aforementioned restricted employee shares amounted to $309 thousand were recognized as operating costs and expenses in 2019.

(Continued)

-157-

104 CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

12) Earnings per share

The calculation of basic and diluted earnings per share in 2020 and 2019 were as follows:

Basic EPS:
Net income
Weighted-average number of common shares outstanding
(thousand shares)
Basic EPS (New Taiwan dollars)
Diluted EPS:
Net income
Weighted-average number of common shares outstanding
(thousand shares)
Effect of potentially dilutive common stock
Employees' compensation
Restricted employee shares
Weighted-average number of common shares outstanding
－diluted (thousand shares)
Diluted EPS (New Taiwan dollars)
13) Revenue from contracts with customers
1.
The details of revenue were as follows:
Primary geographical markets:
Taiwan
Other countries
Primary services:
Online and consultation services
2.
Contract balances
December 31,
2020
Notes receivable
$ 161
Accounts receivable
50,906
Less: Allowance for impairment
-
Total
$
51,067
Contract liabilities－rendering of
services
$
600,876		 Basic EPS:
Net income
Weighted-average number of common shares outstanding
(thousand shares)
Basic EPS (New Taiwan dollars)
Diluted EPS:
Net income
Weighted-average number of common shares outstanding
(thousand shares)
Effect of potentially dilutive common stock
Employees' compensation
Restricted employee shares
Weighted-average number of common shares outstanding
－diluted (thousand shares)
Diluted EPS (New Taiwan dollars)
13) Revenue from contracts with customers
1.
The details of revenue were as follows:
Primary geographical markets:
Taiwan
Other countries
Primary services:
Online and consultation services
2.
Contract balances
December 31,
2020
Notes receivable
$ 161
Accounts receivable
50,906
Less: Allowance for impairment
-
Total
$
51,067
Contract liabilities－rendering of
services
$
600,876		 Basic EPS:
Net income
Weighted-average number of common shares outstanding
(thousand shares)
Basic EPS (New Taiwan dollars)
Diluted EPS:
Net income
Weighted-average number of common shares outstanding
(thousand shares)
Effect of potentially dilutive common stock
Employees' compensation
Restricted employee shares
Weighted-average number of common shares outstanding
－diluted (thousand shares)
Diluted EPS (New Taiwan dollars)
13) Revenue from contracts with customers
1.
The details of revenue were as follows:
Primary geographical markets:
Taiwan
Other countries
Primary services:
Online and consultation services
2.
Contract balances
December 31,
2020
Notes receivable
$ 161
Accounts receivable
50,906
Less: Allowance for impairment
-
Total
$
51,067
Contract liabilities－rendering of
services
$
600,876		 2020
$
258,736
33,190
$
7.80
$
258,736
33,190
207
-
33,397
$
7.75
2020
$ 1,619,823
14,658
$
1,634,481
$
1,634,481
January 1,
2019
439
47,938
(36)
48,341
518,483		 2019
286,001
33,179
8.62
286,001
33,179
226
12
33,417
8.56
2019
1,597,833
38,550
1,636,383
1,636,383
January 1,
2019
565
47,126
(127)
47,564
446,687
$ 161
50,906
-
$
51,067
$
600,876

(Continued)

-158-

104 CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The amount of revenue recognized for the years ended December 31, 2020 and 2019 that was included in the contract liability balance at the beginning of the period were $410,287 thousand and $378,327 thousand, respectively.

For details on trade receivables and allowance for impairment, please refer to note 6(3).

  • 14) Employees' compensation and remunerations of directors and supervisors

In accordance with the Articles of incorporation, if the Company operates at a profit (the profit socalled is pre-tax profit before deducting employees' compensation and remunerations of directors and supervisors) it shall contribute 8%-15% of profit as employees' compensation and remunerations of directors and supervisors no more than 3%. However, any losses accumulated by the corporation to date shall be paid off first.

The employees' compensation in the preceding paragraph shall be distributed in the form of shares or in cash and object of payment includes the employees of subsidiaries of the corporation meeting certain specific requirements.

For the years ended December 31, 2020 and 2019, the Company estimated its employees' compensation to be $27,867 and $30,372 thousand, respectively, and the remuneration of directors and supervisors to be $6,756 and $7,363 thousand, respectively. The estimated amounts mentioned above are calculated based on the net profit before tax, excluding the remuneration to employees, directors and supervisors of each period, multiplied by the percentage of remuneration to employees, directors and supervisors as specified in the Company's Articles. These remunerations were expensed under operating costs or operating expenses of current year. If there are any subsequent adjustments to the actual remuneration amounts, the adjustment will be regarded as changes in accounting estimates and will be reflected in profit or loss in the following year. If the employees' compensation is paid by the Company's stock, the numbers of shares to be distributed were calculated based on the closing price of the Company's ordinary shares, one day before the date of the meeting of board of directors. The related information is available on the Market Observation Post System website. There is no difference between the actual amount distributed as employees' compensation and remunerations of directors and supervisors and the estimated amount recognized in the financial statements for the years ended December 31, 2020 and 2019.

  • 15) Non-operating income

  • Interest income

Deposit interest

  1. Other income

Miscellaneous income

==> picture [167 x 83] intentionally omitted <==

----- Start of picture text -----

2020 2019
$ 11,834 13,656
2020 2019
$ 8,144 20,850
----- End of picture text -----

(Continued)

-159-

104 CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

16) Other gains and losses

The details of other gains and losses in 2020 and 2019 were as follows:

Gains (Loss) on disposal of property, plant and equipment
Loss on disposal of investment
Loss from lease modification
Net foreign exchange (losses) gains
Other
Other gains and losses
17) Financial cost
The details of financial cost were as follows:
Lease liabilities interest expenses
18) Financial instruments
1.
Categories of financial instruments
(A) Financial liabilities
Financial assets at amortized cost:
Cash and cash equivalents
Notes and accounts receivable
Other receivables
Other current financial assets
Refundable deposits
Other non-current financial assets
Total		 2020
$ (172)
-
-
(2,648)
-
(826)
$
(3,646)
2020
$
1,084
December 31,
2020
$ 2,236,512
51,067
9,334
-
8,300
10,000
$
2,315,213		 2019
390
(728)
(73)
281
(18,515)
-
(18,645)
2019
1,570
December 31,
2019
2,168,656
48,341
9,507
150
8,254
10,000
2,244,908

(Continued)

-160-

104 CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(B) Financial liabilities

Financial liabilities at amortized cost：
Notes and accounts payable
Other payables
Lease liabilities
Total
Liquidity risk
The following table shows the contractual
estimated interest:
Carrying
amount
December 31, 2020
Non-derivative financial
liabilities
Notes and accounts payable
$ 1,913
Other payables
395,053
Lease liabilities
77,625
$
474,591
December 31, 2019
Non-derivative financial
liabilities
Notes and accounts payable
$ 2,573
Other payables
83,327
Lease liabilities
76,259
$
162,159		 December 31,
2020
December 31,
2019
$ 1,913
2,573
395,053
83,327
77,625
76,259
$
474,591
162,159
maturity of the financial liabilities excludin
Contractu
al cash
flows
Within 1
years
1-5 years
Over 5
years
1,913
1,913
-
-
395,053
395,053
-
-
77,625
32,891
44,734
-
474,591
429,857
44,734
-
2,573
2,573
-
-
83,327
83,327
-
-
76,259
29,255
47,004
-
162,159
115,155
47,004
-		 December 31,
2019		 December 31,
2019
2,573
83,327
76,259
162,159
-
-
-
-
-
-
-
-

2. Liquidity risk

The following table shows the contractual maturity of the financial liabilities excluding estimated interest:

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

3. Interest rate analysis

Please refer to the financial risk management for the disclosure on the interest rate risk.

(Continued)

-161-

104 CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements

4. Currency risk

  • (A) Exposure to foreign currency risk

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

Financial assets
Monetary items
USD		 Dece mber 31, 2020
TWD
35,783		 De cember 31, 2019
Foreign
currency
$ 1,256		 Exchange
rate
28.48		 Foreign
currency
1,242		 Exchange
rate
TWD
29.98
37,250
  • (B) Sensitivity analysis

The Consolidated Company's exposure to foreign currency risk arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents that are denominated in a foreign currency. A weakening of 1% of the TWD against the USD as at December 31, 2020 and 2019, would have increased the net profit after tax by $286 thousand and $298 thousand for the years ended December 31, 2020 and 2019, respectively.

  • (C) Foreign exchange gains and losses on monetary items

The foreign exchange gains and losses (including realized and unrealized) on monetary items was as follows:

items was as follows:
TWD
CNY		 2020
Exchange
gains and
losses
Average
exchange
rate
$ (250)
-
RMB
(557)
4.30		 2019
Exchange
gains and
losses
Average
exchange
rate
(16)
-
62
4.81
Exchange
gains and
losses
$ (250)
RMB
(557)

  1. Fair value of financial instruments

  2. (A) Fair value hierarchy

The fair value of financial assets and liabilities at fair value through profit or loss, financial instruments used for financial assets at fair value through other comprehensive income is measured on a recurring basis. The carrying amount and fair value of the Consolidated Company's financial assets and liabilities, including the information on fair value hierarchy were as follows; however, except as described in the following paragraphs, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value, and disclosure of fair value information is not required :

Financial assets at fair value
through profit or loss－non-
current
Private fund		 December 31, 2020 December 31, 2020
Fair value
Level 1
$
-		 Level 2
-		 Level 3
4,557		 Total
4,557

(Continued)

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104 CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Financial assets at fair value
through profit or loss－non-
current
Private fund		 December 31, 2019 December 31, 2019
Fair value
Level 1
$
-		 Level 2
-		 Level 3
4,797		 Total
4,797
  • (B) Reconciliation of Level 3 fair values

==> picture [407 x 118] intentionally omitted <==

----- Start of picture text -----

2020
Increase Decrease
From Level 3
of financial
liability From Level 3
transfer to of financial
In other Level 3 of assets of
In profit or comprehensiv Purchased or Transfers in financial Sale or Transfers out financial Ending
Name Opening balance loss e income issued of Level 3 assets disposal of Level 3 liability balance
Financial assets at fair value through profitor loss－private fund $ 4,797 (240) - - - - - - - 4,557
2019
Increase Decrease
From Level 3
of financial
liability From Level 3
transfer to of financial
In other Level 3 of assets of
In profit or comprehensiv Purchased or Transfers in financial Sale or Transfers out financial Ending
Name Opening balance loss e income issued of Level 3 assets disposal of Level 3 liability balance
Financial assets at fair value through profitor loss－private fund $ 4,914 (117) - - - - - - - 4,797
----- End of picture text -----

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

The Consolidated Company's financial instruments that use Level 3 inputs to measure fair value is financial assets at fair value through profit or loss –Private fund.

Quantified information of significant unobservable inputs was as follows:

Inter-relationship between significant Valuation Significant unobservable inputs and Item technique unobservable inputs fair value measurement Financial assets at Net Asset ‧Net Asset Value The estimated fair value fair value through Value Method would increase as the net profit or loss – asset value increases Private fund

(Continued)

-163-

104 CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

  • 19) Financial risk management

  • Overview

The Consolidated Company has exposure to the following risks arising from financial instruments:

  • (A) Credit risk.

  • (B) Liquidity risk.

  • (C) Market risk.

This note presents information about the Consolidated Company's exposure to each of the above risks and the objectives, policies, and processes for measuring and managing risk. Please see other related notes for quantitative information.

  1. Risk management framework

The board of directors has the overall responsibility for the establishment and oversight of the risk management framework.

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

The Consolidated Company's Supervisor is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the board of directors and the Supervisor.

3. Credit risk

Credit risk is the risk of financial loss to the Consolidated Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Consolidated Company's notes and accounts receivable, other receivables, refundable deposits, etc.

  • (A) Cash and cash equivalents

The Consolidated Company's bank deposits are in different financial institutions with good credit. The Consolidated Company controls its credit risk for each financial institution and believes that the Consolidated Company's bank deposits will not have any significant credit risk.

(Continued)

-164-

104 CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

  • (B) Receivables and other receivables

The Consolidated Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the demographics of the Consolidated Company's customer base, including the information of past trading experience with customer and adjust the transaction credit limits.

The board of directors and management have established a credit policy under which each new customer is analyzed individually for creditworthiness before the Consolidated Company's standard payment and delivery terms and conditions are offered. The Consolidated Company's review includes external ratings (when available), and in some cases, bank references. Credit limits are established for each customer. Customers that fail to meet the Consolidated Company's benchmark creditworthiness may transact with the Consolidated Company only on a prepayment basis or basic credit limits.

4. Liquidity risk

Liquidity risk is the risk that the Consolidated Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Consolidated Company's approach to managing liquidity is to ensure, as far as possible, that it always has sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Consolidated Company's reputation.

5. Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates prices, will cause the Consolidated Company to suffer possible loss for its related transactions.

The Consolidated Company maintains its foreign currency within a level sufficient to meet the operational needs so as to manage exchange rate risk. The Consolidated Company's financial assets exposed to changes in fair value caused by interest rate fluctuation are bank deposits. Nevertheless, the interest rate is not volatile enough to affect the Consolidated Company's operations.

  • 20) Capital management

The Board's policy is to maintain a strong capital base in order to maintain investor, creditor and market confidence and to sustain future development of the business. Capital includes common stock, capital surplus, retained earnings, and non-controlling interest. The board of directors' controls not only the return on capital ratio, but also the dividend level of the common stock.

The Consolidated Company's capital management approach did not change for the year ended December 31, 2020.

(Continued)

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104 CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

21) Investing and financing activities not affecting current cash flow

  1. For information of acquisition of right of use by lease , please refer to note 6(5).

  2. Reconciliation of liabilities arising from financing activities of the Consolidated Company was as follows:

Lease liabilities
Lease liabilities		 January 1,
2020
$
76,259
January 1,
2019
(revised)
$
112,469		 Cash flow
(33,006)
Cash flow
(35,151)		 N on-cash changes Fair value
changes
-
Fair value
changes
-		 December 31,
2020
77,625
Merge
-		 Acquisition
34,436
N		 Disposal
(64)
on-cash changes		 Foreign
exchange
movement
-
December 31,
2019
76,259
Merge
-		 Acquisition
22,518		 Disposal
(23,716)		 Foreign
exchange
movement
139

(7) Related-party transactions

  • 1) Names and relationship with related parties

The followings are entities that have had transactions with the Consolidated Company during the periods covered in the consolidated financial statements.

Name of related party Relationship with the Consolidated Company 104 Hope Foundation The entity's chairman is the same as the Consolidated Company’s

  • －

  • 2) Transactions with related parties Rental income

The amount of rental income by related parties was as follows:

104 Hope Foundation

2020 2019
$ 12 12

The price charged for rental was agreed by both parties, and was collected by telegraphic transfer.

  • 3) Key management personnel compensation

Key management personnel compensation comprised:

Key management personnel compensation comprised:
Short-term employee benefits
Share-based payments		 2020
$ 67,495
3,157
$
70,652		 2019
66,753
4,571
71,324

(Continued)

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104 CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(8) Pledged assets

The carrying values of pledged assets were as follows:

Pledged assets Object
Guarantee for
employment services
Guarantee for
employment services		 December 31,
2020
$ -
10,000
$
10,000		 December 31,
2019
150
10,000
10,150
Time deposits (recorded under
other current financial assets)
Time deposits (recorded under
other non-current financial
assets)

(9) Significant commitments and contingencies

  • 1) Unrecognized contractual commitments

The Consolidated Company applied to the Council of Labor Affairs for permission to provide employment services in accordance with the Employment Services Act. As of December 31, 2020 and 2019, the guaranteed amount provided by banks on behalf of the Consolidated Company was $1,000 thousand.

  • 2) Contingent liabilities: None.

(10) Losses due to major disasters: None.

(11) Significant subsequent events

Please refer to note 6(10).

(12) Other

A summary of employee benefits, depreciation, and amortization, be classified by function as follows:

Function
Account		 2020 2020 2020 2020 2019 2019 2019 2019
Operating
costs		 Operating
expenses		 Non-
operating
expenses
(note)		 Total Operating
costs		 Operating
expenses		 Non-
operating
expenses
(note)		 Total
Employee benefits
Salary
Health and labor
insurance
Pension
Remuneration to
directors
Other personnel expense
Depreciation
Amortization		 103,915
7,538
4,234
-
3,142
20,923
782		 836,343
59,118
34,464
5,087
23,880
49,305
1,005		 9,691
1,069
527
-
648
1,597
2		 949,949
67,725
39,225
5,087
27,670
71,825
1,789		 85,938
6,325
3,494
-
3,181
23,107
874		 789,509
56,243
32,823
5,522
24,020
53,405
1,190		 8,772
1,004
493
-
525
2,109
4		 884,219
63,572
36,810
5,522
27,726
78,621
2,068

Note: Non-operating expenses and non-operating income are offset and recognized as other gains and losses.

(Continued)

-167-

104 CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(13) Other disclosures items

  • 1) Information on significant transactions

The following is the information on significant transactions required by the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" for the Consolidated Company in 2020:

  1. Loans to other parties: None.

  2. Guarantees and endorsements for other parties: None.

  3. Securities held as of December 31, 2020 (excluding investment in subsidiaries, associates, and joint ventures)：

Name of holder Category and
name of security		 Relationship with
company		 Account title Ending balance Ending balance Highest balance
during the year		 Remarks
Shares/ units
(thousands)		 Carrying
value		 Percentage of
ownership
(%)		 Fair value
The Company Private fund-
sparkLabs Taipei
Fund I		 - Financial assets at
fair value through
profit or loss－non-
current		 - 4,557 - 4,557 4,836

  1. Individual securities acquired or disposed of with accumulated amount exceeding the lower of TWD300 million or 20% of the capital stock: None.

  2. Acquisition of individual real estate with amount exceeding TWD300 million or 20% of the capital stock: None.

  3. Disposal of individual real estate with amount exceeding the lower of TWD300 million or 20% of the capital stock: None.

  4. Related-party transactions for purchases and sales with amounts exceeding the lower of TWD100 million or 20% of the capital stock: None.

  5. Receivables from related parties with amount exceeding the lower of TWD100 million or 20% of the capital stock: None.

  6. Trading in derivative instruments: None.

  7. Business relationships and significant intercompany transactions:

Number
(note 1)		 Name of
company		 Name of
counterparty		 Nature of
relationship
(note 2)		 Intercompany transactions Intercompany transactions Intercompany transactions Intercompany transactions
Account name Amount
(note 3)		 Trading terms Percentage of the
consolidated total
operating revenue or
total assets
0
0
0
0
0		 The Company
The Company
The Company
The Company
The Company		 104
Consulting
104
Consulting
104
Consulting
104
Consulting
104 Human
Resource
Consultancy		 1
1
1
1
1		 Sales
Miscellaneous
income
Accounts
receivable
Other
receivables
Other
receivables		 14,870


4,781




10,496


1,293


3,988		 No significant differences
with third-party transactions
Income for service support
and asset authorization;
there are no other customers
for comparison
No significant differences
with third-party transactions
There are no other
customers for comparison
〃		 0.90 ％
0.29 ％
0.39 ％
0.05 ％
0.15 ％

(Continued)

-168-

104 CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Number
(note 1)		 Name of
company		 Name of
counterparty
 Nature of
relationship
(note 2)		 Intercompany transactions Intercompany transactions
Account name Amount
(note 3)		 Trading terms Percentage of the
consolidated total
operating revenue or
total assets
0
1
3		 The Company



104
Consulting

Redpoint
Information


 104 Human
Resource
Consultancy
The Company
104 Human
Resource
Consultancy		 1
2
3		 Miscellaneous
income
Sales
Sales		 11,710
20,183
2,444		 Income for service support
and asset authorization;
there are no other customers
for comparison
There are no other
customers for comparison
〃		 0.71 ％
1.23 ％
0.15 ％

Note 1: 1. 0 represents the Company 2. 1 represents 104 Consulting

  1. 2 represents 104 Human Resource Consultancy

  2. 3 represents Redpoint Information

Note 2: 1. Parent company to subsidiary company. 2. Subsidiary company to parent company.

==> picture [110 x 6] intentionally omitted <==

----- Start of picture text -----

3. Subsidiary company to subsidiary company
----- End of picture text -----

Note 3: Mutual business dealings between the parent company and subsidiaries amounting to $1,000 thousand are disclosed.

Note 4: Related-party transactions have been eliminated in the preparation of the consolidated financial statements.

2) Information on investees:

The following is the information on investees for the year ended December 31, 2020 (excluding information on investees in Mainland China):

Name of
investor		 Name of
investee		 Location Main business and
products		 Original investment amount

December 31,
2020
December 31,
2019		 Original investment amount

December 31,
2020
December 31,
2019		 Balance of December 31, 2020 Balance of December 31, 2020 Balance of December 31, 2020 Highest
balance
during the
year		 Net income
(loss) of
investee		 Share of
profit/
losses of
investee
(note)		 Remarks
December 31,
2019		 Shares Percentage of
ownership		 Book
value
(note)
The Company 104 Consulting Taiwan General advertising
services, IT softwar
services, electronic
information services
talent dispatching,
management
consultancy and dat
processing services		 e
,
a
12,678		 12,678 1,219 %
100.00		 35,864 12,678 7,705 7,705 Subsidiary

Note: The long-term investments and investment gain or loss accounts have been eliminated in the preparation of the consolidated financial statements.

(Continued)

-169-

104 CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

3) Information on investment in Mainland China:

  1. The names of investees in Mainland China, the main businesses and products, and other information:
Unit: t housand dollars
Name of
investee		 Main businesses
and products		 Total
amount of
paid-in
capital
(note 4)		 Method of
investment
(note 1)		 Aggregate
investment
amount
remitted from
Taiwan at
beginning of
year (note 4)		 Amount r
returned in		 emitted or
current year		 Aggregate
investment
amount
remitted from
Taiwan at end
of year
(note 4)		 Net income
(loss) of
investee		 Percentage of
direct or
indirect
ownership by
the Company
(%)		 The highest
holding
during the
year		 Investment
gain (loss)
(notes 2
and 3)		 Book value
as of
December
31, 2020
(notes 2
and 3)		 Amount of
investment
income
remitted back
to Taiwan at
end of year
Invested
amount		 Returned
amount
104 Human
Resources
Consultancy
Redpoint
Information		 Collecting,
coordinating,
publishing, and
consulting on
human resource
information;
recruitment;
designing and
developing
computer
software,
multimedia, and
network systems;
designing and
producing
advertising
Developing
network
technologies and
computer
software, selling
products,
providing
technical advice
and services, and
management
consultancy		 34,091
60,365		 (1)
(1)		 23,909
(USD770)
60,365
(USD2,000)		 -
-		 -
-		 23,909
(USD770)
60,365
(USD2,000)		 (8,553)
752		 %
70.00
%
100.00		 23,909
60,365		 (5,988)
752		 13,180
36,371		 -
-

Note 1: Ways of investments are as follows:

  • (1) direct investment in Mainland China.

  • (2) others.

Note 2: The long-term investments and investment gain or loss accounts have been eliminated in the preparation of the consolidated financial statements.

  • Note 3: The investment gain (loss) and carrying value disclosed above included direct and indirect investments. The investment gain (loss) recognized by the Company is based on the financial statements audited by the auditors of parent company under the equity method.

Note 4: Based on historical exchange rates.

2. Limitation on investment in Mainland China:

Note 4: Based on historical exchange rates.
Limitation on investment in Mainland China:		 Note 4: Based on historical exchange rates.
Limitation on investment in Mainland China:		 Note 4: Based on historical exchange rates.
Limitation on investment in Mainland China:
Unit: thousand dollars
Aggregate investment amount
remitted from Taiwan to
Mainland China at the end of the
period (Note 2)		 Investment amount approved by
Investment Commission of
Ministry of Economic Affairs
(Note 2)		 Limitation on investment in
Mainland China by Investment
Commission of Ministry of
Economic Affairs (Note 1)
84,274
(USD
2,770 )		 78,890
(USD
2,770 )		 876,054

  • Note 1: Limitation on investment in Mainland China: 60% of the Company's stockholders' equity of $1,460,090 thousand.

  • Note 2: Issued capital and investment capital remitted from Taiwan to Mainland China were translated at historical rates, and the rest of the investment information was translated at the year-end rate of December 31, 2020 (USD:NTD=1:28.48).

(Continued)

-170-

104 CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements

3. Significant transactions:

For the significant inter-company transaction with the investment in Mainland China for the year ended December 31, 2020, please refer to Note(13) "Business relationships and significant intercompany transactions". The above transactions have been eliminated in the preparation of the consolidated financial statements.

  1. Major shareholders:
Major shareholders:
Shareholding
Shareholder’s Name		 Shares Percentage
JcbNext Berhad
Rocky Yang
Vicky Ku
Askforce Corporation		 7,630,000
4,495,402
4,495,401
2,427,344		 %
22.99
%
13.54
%
13.54
%
7.31

  • Note: (1) The information on major shareholders, which is provided by the Taiwan Depository & Clearing Corporation, summarized the shareholders who held over 5% of the total non-physical common stocks and preferred stocks (including treasury stocks) on the last business date of each quarter. The registered non-physical stocks may be different from the capital stocks disclosed in the financial statement due to different calculations basis.

  • (2)If the aforementioned data contains shares which were kept in trust by the shareholders, the data disclosed will be deemed as the settlor’s separate account for the fund set by the trustee. As for the shareholder who reports its share equity as an insider and whose shareholding ratio is greater than 10% in accordance with Securities and Exchange Act and include its self-owned shares and trusted shares, as well as the shares of the individuals who have power to decide how to allocate the trust assets. For the information on reported share equity of the insider, please refer to the Market Observation Post System.

(14) Segment information

The consolidate company identifies reportable segment in accordance with the reported information which used by operating decision maker when making decision. To develop diversified career services and improve operating synergy, the consolidate company only has a single reportable segment and considerate the overall operating profit and loss. Please refer to consolidate statements of comprehensive income for the related segment information for the years ended December 31, 2020 and 2019.

  • 1) Service information

The service information on reportable segments of the Consolidated Company is based on different types of services and the revenue information from external customers has been disclosed above. As a result, additional information on service segments is not required.

(Continued)

-171-

104 CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

2) Geographic information

The Consolidated Company's revenue (grouped by the customers' location) and other assets (grouped by the assets' location) were as follows:

Revenue from external customers:

Revenue from external customers:
Region 2020
$ 1,619,823
14,658
$
1,634,481
December 31,
2020
$ 287,763
85
$
287,848		 2019
Taiwan
Others
Total
Other assets:
Region		 1,597,833
38,550
1,636,383
December 31,
2019
Taiwan
Others
Total		 309,167
125
309,292

Other assets include property, plant and equipment, right-of-use assets, intangible assets, and prepayments for business factories.

3) Information on major customers

There was no major customer whose revenue was more than 10% of operating revenue of the Consolidated Company in 2020 and 2019.

-172-

5. Financial Statement for the Most Recent Fiscal Year

Independent Auditors’ Report

To the Board of Directors of 104 Corporation:

Opinion

We have audited the financial statements of 104 Corporation ("the Company"), which comprise the balance sheets as of December 31, 2020 and 2019, the statements of comprehensive income, changes in equity and cash flows for the years ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2020 and 2019, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audit in accordance with the "Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants" and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China ("the Code"), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements taken as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Based on our judgement, the key audit matters that should be communicated in this audit report are as follows:

Revenue recognition

Please refer to note 4(12) for accounting policy related to revenue recognition, and note 6(14) for the disclosure related to revenue from contracts with customers of the financial statements.

-173-

Description of key audit matter:

The Company’s operating revenues is the main indicator for investors and management to assess their financial or business performance. Since the Company is a listed company, it has a high risk of false representation. Furthermore, revenue recognition is extremely important in preparing the financial statements of the Company. The Company’s operating revenues mainly derive from providing online advertising and consulting services, wherein they are recognized in the following different ways. Additionally, the Company often received its payments in advance after the contracts are signed; therefore, the amount is deferred according to the Company’s policy and recognized as revenue once the service is performed. The aforementioned matter is the basis for the Company’s management to determine the amount of revenue that can be recognized, therefore, revenue recognition was considered to be one of the key audit matters in our audit.

How the matter was addressed in our audit:

Our audit procedures included:

  • ‧ Assessing and testing the design, as well as the effectiveness of the operating on the control over sales and collection cycle. Selecting appropriate samples and comparing them to relevant documents such as customer order and confirmation of completion order signed by customer to assess whether revenue and deferred revenue have been appropriately recognized.

  • ‧ Performing comparison analysis on operating revenue of the current period to last period and the latest quarter to assess the existence of any significant exceptions, and further identify and analyze the reasons, if there is any significant exception.

  • ‧ Performing test-of-detail on operating revenue to assess the assertions of existence and accuracy, as well as the appropriateness of recognition.

  • ‧ Examining relevant documents of a period before and after the balance sheets date, such as customer order, information reported back from business department, or confirmation of completion of duty executed by customer, and verify the accuracy of the amount recognized as revenue in accordance with the timing of service provided or quantity provided to determine whether the deferred revenue should not be recognized as revenue and whether operating revenue has been appropriately recognized.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

-174-

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the financial statements whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of the investments in other entities accounted for using the equity method to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the Company audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

-175-

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Min-Ju Chao and Lily Lu.

KPMG

Taipei, Taiwan (Republic of China) February 25, 2021

Note to Readers

The accompanying financial statements are intended only to present the statement of financial position, financial performance and its cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in the Republic of China.

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

-176-

(English Translation of Financial Statements and Report Originally Issued in Chinese) 104 CORPORATION

Balance Sheets

December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Assets
Current assets:
Cash and cash equivalents (note 6(1))
Notes receivable, net (notes 6(3) and (14))
Accounts receivable, net (notes 6(3), (14) and 7)
Other receivables (note 7)
Other current financial assets (note 8)
Other current assets, others
Total current assets
Non-current assets:
Non-current financial assets at fair value through profit or loss (note 6(2))
Investments accounted for using equity method (note 6(4))
Property, plant and equipment (note 6(5))
Right-of-use assets (note 6(6))
Intangible assets (note 6(7))
Deferred tax assets (note 6(10))
Prepayments for business facilities
Guarantee deposits paid
Other non-current financial assets (note 8)
Other non-current assets, others (note 6(3))
Total non-current assets
Total assets		 December 31,
2020
Amount
%
$ 2,122,517
81
161
-
57,256
2
14,428
1
-
-
36,853
1

2,231,215
85
4,557
-
85,415
3
208,798
8
76,824
3
1,553
-
8,625
-
588
-
6,614
-
10,000
1
4,224
-
407,198
15
$ 2,638,413
100		 Liabilities and Equity
Current liabilities:
Current contract liabilities (note 6(14))
Notes payable
Accounts payable
Other payables (notes 6(15) and 7)
Current tax liabilities
Current lease liabilities (note 6(8))
Other current liabilities, others
Total current liabilities
Non-current liabilities:
Non-current lease liabilities (note 6(8))
Net defined benefit liability, non-current (note 6(9))
Total non-current liabilities
Total liabilities
Equity attributable to owners of parent (notes 6(9), (10), (11) and (12))
Common stock
Capital surplus
Retained earnings:
Legal reserve
Special reserve
Unappropriated earnings
Total retained earnings
Other equity:
Exchange differences on translation of foreign financial statements
Total equity
Total liabilities and equity
December 31,
2019
Amount
%
2,057,625
80
439
-
46,196
2
11,763
-
150
-
15,185
1
2,131,358
83
4,797
-
98,418
4
230,353
9
75,636
3
2,710
-
7,028
-
468
-
6,524
-

10,000
1
3,500
-
439,434
17
2,570,792
100		 December 31,
2020
Amount
%
$ 590,204
22
54
-
1,849
-
392,913
15
44,948
2
32,891
1
58,119
2
1,120,978
42
44,734
2
12,611
1
57,345
3
1,178,323
45
331,907
13
397,574
15
378,199
14
6,121
-
351,628
13
735,948
27
( 5,339)
-
1,460,090
55
$ 2,638,413
100		 December 31,
2019
Amount
%
510,893
20
121
-
2,316
-
384,333
15
46,072
2
29,255
1
50,920
2
1,023,910
40
47,004
2
9,180
-
56,184
2
1,080,094
42
331,907
13
397,574
15
378,199
15
4,051
-
385,088
15
767,338
30
( 6,121)
-
1,490,698
58
2,570,792
100

See accompanying notes to financial statements.

-177-

(English Translation of Financial Statements and Report Originally Issued in Chinese) 104 CORPORATION

Statements of Comprehensive Income

For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)

Operating revenue (note 6(14))
Operating costs (notes 6(5), (6), (7), (8), (9), (11), (12), (15) and 12)
Gross profit
Operating expenses (notes 6(3), (5), (6), (7), (8), (9), (11), (12), (15), 7 and 12):
Selling expenses
Administrative expenses
Research and development expenses
Total operating expenses
Operating income
Non-operating income and expenses (notes 6(5), (6), (7), (8), (9), (16), (17), (18), 7 and 12):
Interest income
Other income
Other gains and losses
Finance costs
Share of profit or loss of subsidiaries, associates and joint ventures accounted for using equity
method
Total non-operating income and expenses
Income before income tax
Less: income tax expenses (note 6(10))
Net income
Other comprehensive income (loss):
Items that will not be reclassified subsequently to profit or loss
Remeasurements from defined benefit plans (note 6(9))
Less: income tax related to items that will not be reclassified subsequently to profit or loss (note
6(10))
Total items that will not be reclassified subsequently to profit or loss
Items that may be reclassified subsequently to profit or loss
Exchange differences on translation of foreign financial statements
Less: income tax related to items that are or may be reclassified subsequently to profit or loss
Total items that may be reclassified subsequently to profit or loss
Other comprehensive loss
Total comprehensive income
Basic earnings per share (note 6(13))
Basic earnings per share
Diluted earnings per share		 2020 %
100
11
89
41
10
21
72
17
1
1
-
-
-
2
19
3
16
-
-
-
-
-
-
-
16
7.80
7.75		 2019 %
100
10
90
40
10
22
72
18
1
2
( 1 )

-
1
3
21
3
18
( 1 )

-

( 1)

-
-


-

( 1)
17
8.62
8.56
Amount
$1,619,820
180,923
1,438,897
666,014
161,245
344,472
1,171,731
267,166
11,055
24,827
( 1,277 )
( 1,084 )
2,469
35,990
303,156
44,420
258,736
( 5,028 )
( 1,006)
( 4,022)
782
-
782
( 3,240)
$ 255,496
$
$		 Amount
1,604,221
164,006
1,440,215
646,359
161,739
348,435
1,156,533
283,682
12,621
33,405
( 19,346 )
( 1,539 )
21,586
46,727
330,409
44,408
286,001
( 5,068 )
( 1,014)
( 4,054)
( 2,070 )
-
( 2,070)
( 6,124)
279,877

See accompanying notes to financial statements.

-178-

(English Translation of Financial Statements and Report Originally Issued in Chinese) 104 CORPORATION

Statements of Changes in Equity

For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2019
Appropriations and distributions
Special reserve
Cash dividends
Net income for the year
Other comprehensive income (loss) for the
year
Total comprehensive income (loss) for the
year
Adjustments for restricted employee shares
Cancellation of restricted employee shares
Compensation cost of restricted employee
shares
Balance at December 31, 2019
Appropriations and distributions
Special reserve
Cash dividends
Net income (loss) for the year
Other comprehensive income (loss) for the
year
Total comprehensive income (loss) for the
year
Balance at December 31, 2020		 Common stock
$ 331,917
-
-
-
-
-
-
( 10)
-
331,907
-
-
-
-
-
$
331,907		 Capital
surplus
397,859
-
-
-
-
-
( 295 )
10
-
397,574
-
-
-
-
-
397,574		 Retained earnings Other equity interest Other equity interest
Total
( 4,655 )
-
-
-
(2,070 )
( 2,070)
295
-
309
( 6,121)
-
-
-
782
782
( 5,339 )		 Total
equity
1,493,195
-
(282,461 )
286,001
(6,124 )
279,877
( 222 )
-
309
1,490,698
-
( 286,104 )
258,736
( 3,240)
255,496
1,460,090
Exchange
differences on
translation of
foreign financial
statements
( 4,051 )
-

-
-

(2,070 )
( 2,070)

-
-
-
(6,121 )
-

-
-

782
782
(5,339 )		 Others
( 604)
-
-
-
-
-
295
-
309
-
-
-
-
-
-
Legal
reserve
378,199
-
-
-
-
-
-
-
-
378,199
-
-
-
-
-
378,199		 Special
reserve
2,941
1,110
-
-
-
-
-
-
-
4,051
2,070
-
-
-
-
6,121		 Unappropriated
earnings
386,934
( 1,110 )
(282,461 )
286,001
(4,054 )
281,947
( 222 )
-
-
385,088
(2,070 )
( 286,104 )
258,736
( 4,022)
254,714
351,628		 Total
768,074
-
(282,461 )
286,001
(4,054 )





281,947
( 222 )
-
-
767,338
-
( 286,104 )
258,736
( 4,022)
254,714
735,948

See accompanying notes to financial statements.

-179-

(English Translation of Financial Statements and Report Originally Issued in Chinese) 104 CORPORATION

Statements of Cash Flows

For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities:
Income before tax
Adjustments:
Adjustments to reconcile profit:
Depreciation expense
Amortization expense
Expected credit loss
Interest expense
Interest income
Compensation cost of restricted employee shares
Share of profit of subsidiaries, associates and joint ventures accounted for using equity method
Loss (gain) on disposal of property, plant and equipment
Loss on disposal of investments
Unrealized foreign exchange loss
Adjustments for restricted employee shares
Loss from lease modifications
Total adjustments to reconcile profit
Changes in operating assets and liabilities:
Net changes in operating assets:
Notes receivable
Accounts receivable
Other receivable
Other financial assets
Other current assets
Total net changes in operating assets
Net changes in operating liabilities:
Contract liabilities
Notes payable
Accounts payable
Other payables
Other current liabilities
Net defined benefit liabilities
Total net changes in operating liabilities
Total net changes in operating assets and liabilities
Total adjustments
Cash inflow generated from operations
Interest received
Dividends received
Interest paid
Income taxes paid
Net cash flows from operating activities
Cash flows from (used in) investing activities:
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Decrease in other receivables
Acquisition of intangible assets
Increase in other non-current assets
Increase in prepayments for business facilities
Net cash flows used in investing activities
Cash flows used in financing activities:
Payment of lease liabilities
Cash dividends paid
Net cash flows used in financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year		 2020
$ 303,156
71,784
1,789
889
1,084
( 11,055 )
-
( 2,469 )
172
-
240
-
-
62,434
278
( 11,949 )
( 2,945 )
150
( 21,668)
( 36,134)
79,311
( 67 )
( 467 )
16,270
7,199
( 1,597)
100,649
64,515
126,949
430,105
11,335
16,254
( 1,084 )
( 46,135)
410,475
( 25,105 )
198
( 90 )
-
( 632 )
( 724 )
( 120)
( 26,473)
( 33,006 )
( 286,104)
( 319,110)
64,892
2,057,625
$
2,122,517		 2019
330,409
77,692
2,068
1,069
1,539
( 12,621 )
309
( 21,586 )
-
728
117
( 222 )
86
49,179
126
259
( 1,638 )
-
( 666)
( 1,919)
68,750
( 274 )
( 3,702 )
52,442
2,133
( 1,554)
117,795
115,876
165,055
495,464
12,590
22,943
( 1,539 )
( 60,539)
468,919
( 61,306 )
-
( 526 )
11,372
( 1,264 )
( 3,500 )
( 468)
( 55,692)
( 34,368 )
( 282,461)
( 316,829)
96,398
1,961,227
2,057,625

See accompanying notes to financial statements.

-180-

(English Translation of Financial Statements and Report Originally Issued in Chinese)

104 CORPORATION

Notes to Financial Statements

For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars, unless otherwise stated)

(1) Company history

104 Corporation (the "Company") was incorporated as a company limited by shares under the Company Act of the Republic of China in October 1993. The Company, formerly named Fu-Hwa International Market Development Consultant Ltd., was renamed 104 Corporation in August 2000. The Company is engaged in information technology, general advertising services, employment services and human resource consultancy.

(2) Approval date and procedures of the financial statements

These financial statements were authorized for issuance by the board of directors on February 25, 2021.

(3) New standards, amendments and interpretations adopted:

  • 1) The impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C. (“FSC”) which have already been adopted.

The Company has initially adopted the following new amendments, which do not have a significant impact on its financial statements, from January 1, 2020:

  • ●Amendments to IFRS 3 “Definition of a Business”

  • ●Amendments to IFRS 9, IAS39 and IFRS7 “Interest Rate Benchmark Reform”

  • ●Amendments to IAS 1 and IAS 8 “Definition of Material”

  • ●Amendments to IFRS 16 “COVID-19-Related Rent Concessions”

  • 2) The impact of IFRS issued by the FSC but not yet effective

The Company assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2021, would not have a significant impact on its financial statements:

  • ●Amendments to IFRS 4 “Extension of the Temporary Exemption from Applying IFRS 9”

  • －

  • ●Amendments to IFRS 9, IAS39, IFRS7, IFRS 4 and IFRS 16 “Interest Rate Benchmark Reform Phase 2”

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

(Continued)

-181-

104 CORPORATION

Notes to Financial Statements

The Company does not expect the following new and amended standards, which have yet to be endorsed by the FSC, to have a significant impact on its financial statements:

  • ●Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets Between an Investor and Its Associate or Joint Venture”

  • ●IFRS 17 “Insurance Contracts” and amendments to IFRS 17 “Insurance Contracts”

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

  • －

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

  • －

  • ●Amendments to IAS 37 “Onerous Contracts Cost of Fulfilling a Contract”

  • ●Annual Improvements to IFRS Standards 2018-2020

  • ●Amendments to IFRS 3 “Reference to the Conceptual Framework”

(4) Summary of significant accounting policies

The significant accounting policies were applied consistently throughout the periods presented in these financial statements.

The significant accounting policies presented in the financial statements are summarized as follows:

  • 1) Statement of compliance

These financial statements have been prepared in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers".

  • 2) Basis of preparation

  • Basis of measurement

Except for the following significant accounts, the financial statements have been prepared on a historical cost basis:

  • (A) Financial instruments measured at fair value through profit or loss are measured at fair value;

  • (B) The defined benefit liabilities are measured at fair value of the plan assets less, the present value of the defined benefit obligation, limited as explained in note 4(14).

  • Functional and presentation currency

The functional currency of each entity is determined based on the primary economic environment in which the entity operates. The financial statements are presented in New Taiwan dollars (NTD), which is the Company's functional currency. All financial information presented in NTD has been rounded to the nearest thousand.

(Continued)

-182-

104 CORPORATION

Notes to Financial Statements

3) Foreign currency

  1. Foreign currency transactions

Transactions in foreign currencies are translated into the respective functional currencies of Company entities at the exchange rates at the dates of the transactions. At end of each subsequent reporting period monetary items denominated in foreign currencies are translated into the functional currencies using the exchange rate at that date.

Non-monetary items denominated in foreign currencies that are measured at fair value are translated into the functional currencies using the exchange rate at the date when fair value was determined. Non-monetary items determined in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the translation.

2. Foreign operations

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

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

When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, exchange differences arising from such items are considered to form part of a net investment in the foreign operation and are recognized in other comprehensive income, and presented in the translation reserve in equity.

4) Classification of current and non-current assets and liabilities

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

  1. It is expected to realize, or intended to be sold or consumed, during normal operating cycle;

  2. It is held primarily for the purpose of trading;

  3. It is expected to be realized within twelve months after the reporting period; or

  4. The asset is cash or cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

(Continued)

-183-

104 CORPORATION

Notes to Financial Statements

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

The Company shall classify a liability as current when:

  1. It is expected to be settled during normal operating cycle;

  2. It is held primarily for the purpose of trading;

  3. The liability is due to be settled within twelve months after the reporting period even if the liability has been refinanced as long-term loans or the payments have been rescheduled after the reporting period but before the approval from the board of directors; or

  4. The Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

  5. 5) Cash and cash equivalents

Cash and cash equivalents comprise checking deposits, demand deposits, time deposits and bonds purchased under resell agreements (hereinafter referred to as "RS bond"). Cash equivalents are short-term, highly liquid investments that are readily convertible to cash and which are subject to an insignificant risk of changes in value. Time deposits which meet the above definition and are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes should be recognized as cash equivalents.

  • 6) Financial instruments

Trade receivable are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Company becomes a party to the contractual provisions of the instruments.

  1. Financial assets

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

On initial recognition, a financial asset is classified as measured at: amortized cost; Fair value through profit of loss (FVTPL). Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

  • (A) Financial assets measured at amortized cost

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

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

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

(Continued)

-184-

104 CORPORATION

Notes to Financial Statements

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

(B) Fair value through profit or loss

All financial assets not classified as amortized cost as above are measured at FVTPL. On initial recognition, the Company may irrevocably designate a financial asset, which meets the requirements to be measured at amortized cost, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

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

(C) Impairment of financial assets

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

Loss allowance for accounts receivable and notes receivable are always measured at an amount equal to lifetime expected credit loss (ECL). Loss allowances for other financial assets are considered reasonable and supportable information that is relevant and available (without undue cost or effort). This includes both quantitative and qualitative information and analysis, based on the Company's historical experience, informed credit assessment and including forward-looking information, when the credit risk on the financial instrument has not increased significantly since initial recognition, a loss allowance is recognized at an amount equal to expected credit loss resulting from possible default events of a financial instrument within 12 months after the reporting date. If, on the other hand, there has been a significant increase in credit risk since initial recognition, a loss allowance is recognized at an amount equal to expected credit loss resulting from all possible default events over the expected life of a financial instrument.

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

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

Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.

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

(Continued)

-185-

104 CORPORATION

Notes to Financial Statements

(D) Derecognition of financial assets

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

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

2. Financial liabilities and equity instruments

  • (A) Equity instruments

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

  • (B) Financial liabilities

Financial liabilities are those not classified as measured at FVTPL or designated as such on initial recognition (including accounts payable and other payables). Financial liabilities are measured at fair value and any directly attributable transaction costs allocated to the liability.

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

  • (C) Derecognition of financial liabilities

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

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

  • (D) Offsetting of financial assets and liabilities

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

(Continued)

-186-

104 CORPORATION

Notes to Financial Statements

  • 7) Investment in subsidiaries

When preparing the financial statements, investment in subsidiaries which are controlled by the Company is accounted for using the equity method. Under the equity method, an investment in a subsidiary is initially recognized at cost and adjusted thereafter to recognize the Company’s share of profit or loss and other comprehensive income of the subsidiary as well as the distribution received. The Company also recognized its share in the changes in the equity of subsidiaries. In subsidiaries which are controlled by the Company is accounted for preparing the statement by each period.

Changes in a parent’s ownership interest in a subsidiary that do not result in the loss of control are accounted for within equity.

  • 8) Property, plant and equipment

  • Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.

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

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

  1. Subsequent expenditure

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

  1. Depreciation

The depreciable amount of an asset is determined after deducting its residual amount, and it shall be allocated on a straight-line basis over its useful life. The depreciation charge for each period shall be recognized in profit or loss.

Land is not depreciated.

The estimated useful lives of significant items of property, plant and equipment for the current and comparative years, are as follows:

Buildings 3 to 50 years
Computer equipment 2 to 5 years
Office equipment 3 to 4 years
Leasehold improvement 2 to 5 years
Transportation equipment 3 years
Other equipment 2 to 5 years

Depreciation methods, useful lives, and residual values are reviewed at each reporting date. If expectations differ from the previous estimates, the change is recorded for as a change in accounting estimate.

(Continued)

-187-

104 CORPORATION

Notes to Financial Statements

9) Lease

  1. Identifying a lease

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

  • (A) the contract involves the use of an identified asset this may be specified explicitly or implicitly, and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified; and

  • (B) the customer has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and

  • (C) The customer has the right to the direct use of its asset if either：

  • ‧ the customer has the right to direct how and for what purpose the asset is used throughout the period of use; or

  • ‧ the relevant decisions about how and for what purpose the asset is used are predetermined and:

    • － the customer has the right to operate its asset, wherein the providers do not have the right to change; or

    • － the customer designed the asset in a way that predetermines how, and for what purpose, it will be used.

2. As a lessee

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

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

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

(Continued)

-188-

104 CORPORATION

Notes to Financial Statements

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

  • (A) fixed payments, including in-substance fixed payments;

  • (B) variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

  • (C) amounts expected to be payable under a residual value guarantee; and

  • (D) payments or penalties for purchase or termination options that are reasonably certain to be exercised.

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

  • (A) there is a change in future lease payments arising from the change in an index or rate; or

  • (B) there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee; or

  • (C) there is a change in the Company’s evaluation of purchase options; or

  • (D) there is a change of its assessment on whether it will exercise an extension or termination option; or

  • (E) there is any modifications.

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

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

The Company presents right-of-use assets that do not meet the definition of investment and lease liabilities as a separate line item respectively in the balance sheets.

If an arrangement contains lease and non-lease components, the Company allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices. However, for the leases of land and buildings in which it is a lessee, the Company has elected not to separate non-lease components and account for the lease and non-lease components as a single lease component.

The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases offices and parking spaces. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

(Continued)

-189-

104 CORPORATION

Notes to Financial Statements

10) Intangible assets

Intangible assets that are acquired by the Company and have finite useful lives are measured at cost, less accumulated amortization and any accumulated impairment losses.

  1. Subsequent expenditure

Subsequent expenditure is capitalized only when it increases the finite economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.

  1. Amortization

The amortizable amount is the cost of an asset, or other amount substituted for cost, less its residual value.

Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of the intangible assets from the date that they are available for use. The estimated useful life of computer software is 1~3 years.

The residual value, amortization period, and amortization method for an intangible asset with a finite useful life shall be reviewed each reporting date and adjusted if appropriate.

  • 11) Impairment non-derivative financial assets

At each reporting date, the Company reviews the carrying amounts of its non-financial assets (other than deferred tax assets and assets due from employee benefits) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.

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

  • 12) Recognition of Revenue

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

(Continued)

-190-

104 CORPORATION

Notes to Financial Statements

  1. Online advertising and consulting service

The Company provides online advertising and consulting services to enterprises and recognizes its revenue in the accounting period in which service is performed. Part of fixed-price online advertising service contracts which service is provided with specified quantity over a fixed period of time or for services with undefined quantity. Revenue is recognized on the percentage of services to be performed on the reporting date as total services.

Part of fixed-price consulting service contracts include software licensing, customized services and other relevant services. Software licensing and customized services are two single performance obligations, wherein their transaction prices are allocated to each performance obligation on a relative stand-alone selling price basis. At the beginning of the contract, management estimates the stand-alone selling price based on the type of software to be provided and the observable price for providing similar services to similar customers under similar circumstances. If any, the discount is allocated to each performance obligation on a relative stand-alone selling price basis. Software licensing revenue is recognized after the controlling right of software has been transferred. Customized service revenue is recognized on the percentage of services performed to date as total services to be performed during the period of contract.

Under fixed-price contracts, customer pay the fixed amount according to the agreed payment terms. The payment excesses the services be performed as a contract liability.

2. Financing components

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

  • 13) Government grants

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

  • 14) Employee benefits

  • Defined contribution plans

Obligations for contributions to defined contribution plans are expensed as the related service is provided. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available.

  1. Defined benefit plans

The Company's net obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value and deducting the fair value of any plan assets.

(Continued)

-191-

104 CORPORATION

Notes to Financial Statements

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

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

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

3. Short-term employee benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

15) Share-based payment

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

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

Grant date of a share-based payment award is the date which the board of directors authorized the price and number of a new award.

  • 16) Income taxes

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

(Continued)

-192-

104 CORPORATION

Notes to Financial Statements

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

Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes shall not be recognized for the exceptions below:

  1. Temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profits (losses) at the time of the transaction;

  2. Temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Company is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and

  3. Taxable temporary differences arising on the initial recognition of goodwill.

Deferred taxes are measured at tax rates that are expected to be applied to temporary differences when they reserve, using tax rates enacted or substantively enacted at the reporting date, and reflect uncertainty related to income taxes, if any.

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

  1. The Company has a legally enforceable right to set off current tax assets against current tax liabilities; and

  2. The deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:

  3. (A) the same taxable entity; or

  4. (B) different taxable entities which intend to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

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

  • 17) Earnings per share

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

(Continued)

-193-

104 CORPORATION

Notes to Financial Statements

18) Segment information

The Company discloses its information on operating segments in its consolidated financial statements, so it need not disclose such information in the financial statements.

(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty

The preparation of the financial statements in conformity with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" requires management to make judgments, estimates and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income and expenses. Actual results may differ from these estimates.

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

There are no critical judgments in applying accounting policies that have significant effect on the amounts recognized in the financial statements.

For the assumptions and estimation uncertainties, there were no significant risk resulting in a material adjustment within the next financial year.

(6) Explanation of significant accounts

  • 1) Cash and cash equivalents
Cash
Checking deposits
Demand deposits
Time deposits
Cash equivalents－RS bond
Cash and cash equivalents in the statement of cash flows		 December 31,
2020
$ 34
2,709
171,623
1,898,151
50,000
$
2,122,517		 December 31,
2019
2
2,750
112,213
1,839,660
103,000

2,057,625

Please refer to note 6(19) for the disclosure of the interest rate risk of the financial assets and liabilities of the Company.

  • 2) Financial assets at fair value through profit or loss
Mandatorily measured at fair value through profit or loss
－non-current
Private fund		 December 31,
2020
$
4,557		 December 31,
2019
4,797

(Continued)

-194-

104 CORPORATION

Notes to Financial Statements

  • 3) Notes and accounts receivable and overdue receivables
Notes receivable
Accounts receivable
Overdue receivable (recorded under other non-current
assets)
Less: Allowance for doubtful accounts－accounts
receivable
Allowance for doubtful accounts－overdue
receivable (recorded under other non-current assets)		 December 31,
2020
$ 161
57,256
-
-
-
$
57,417		 December 31,
2019
439
46,232
193
(36)
(193)
46,635

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

The loss allowance provision was determined as follows:

Aging 1~365 days
Aging 1~365 days
Aging over 365 days		 December 31, 2020 December 31, 2020
Gross carrying
amount
Weighted
average loss
rate (%)
$
57,417
-
December 31, 2019		 Lifetime
expected credit
loss allowance
-
Gross carrying
amount
$ 46,671
193
$
46,864		 Weighted
average loss
rate (%)
0.08
100.00		 Lifetime
expected credit
loss allowance
36
193
229

(Continued)

-195-

104 CORPORATION

Notes to Financial Statements

The movement in the allowance for notes, accounts and overdue receivable were as follows:

Balance on January 1

Impairment losses recognized
Amounts written off
Accounts recovered
Balance on December 31
 2020
$ 229
889
(1,176)
58
$ -		 2019
276
1,069
(1,166)
50
229

The Company does not hold any collateral for collectible amounts.

4) Investments accounted for under the equity method

The details of the investments accounted for under the equity method at the reporting date were as follows:


follows:
Subsidiaries December 31,
2020
$
85,415		 December 31,
2019
98,418

For other related information, please refer to the consolidated financial statements for the year ended December 31, 2020.

As of December 31, 2020 and 2019, the Company did not pledge any collateral on investments accounted for under the equity method.

  • 5) Property, plant and equipment

Movement of the cost, depreciation, and impairment loss of the property, plant and equipment of the Company for the years ended December 31, 2020 and 2019, were as follows:

Cost or deemed cost:
January 1, 2020
Additions
Disposals
December 31, 2020
January 1, 2019
Additions
Disposals
Reclassifications
December 31, 2019
Depreciation and impairment loss:
January 1, 2020
Depreciation
Disposals
December 31, 2020
January 1, 2019
Depreciation
Disposals
December 31, 2019
Carrying amount:
December 31, 2020
December 31, 2019
January 1, 2019		 Land Buildings
75,782
999
-
76,781
75,782
-
-
-
75,782
36,688
3,230
-
39,918
33,434
3,254
-
36,688
36,863
39,094
42,348		 Computer
equipment
363,335
14,033
(13,901)
363,467
347,618
19,225
(3,606)
98
363,335
294,553
29,220
(13,881)
309,892
265,453
32,706
(3,606)
294,553
53,575
68,782
82,165		 Office
equipment
4,820
-
-
4,820
3,070
1,750
-
-
4,820
3,236
583
-
3,819
3,070
166
-
3,236
1,001
1,584
-		 Leasehold
improvement
53,391
1,367
(625)
54,133
45,616
5,470
-
2,305
53,391
40,873
3,628
(275)
44,226
36,308
4,565
-
40,873
9,907
12,518
9,308		 Transportation
equipment
523
-
(523)
-
523
-
-
-
523
523
-
(523)
-
523
-
-
523
-
-
-
Other equipment
29,996
1,016
(4,048)
26,964
29,798
529
(331)
-
29,996
25,183
1,939
(4,048)
23,074
23,418
2,096
(331)
25,183
3,890
4,813
6,380
Unfinished
construction
-
-
-
-
-
2,403
-
(2,403)
-
-
-
-
-
-
-
-
-
-
-
-		 Total
631,409
17,415
(19,097)
629,727
605,969
29,377
(3,937)
-
631,409
401,056
38,600
(18,727)
420,929
362,206
42,787
(3,937)
401,056
208,798
230,353
243,763
$ 103,562
-
-
$
103,562
$ 103,562
-
-
-
$
103,562
$ -
-
-
$
-
$ -
-
-
$
-
$
103,562
$
103,562
$
103,562

(Continued)

-196-

104 CORPORATION

Notes to Financial Statements

6) Right-of-use assets

The movement of the cost and depreciation of the right of use assets of the Company for 2020 and 2019 were as follows:

Cost:
Balance at January 1, 2020
Addition
Disposal (modification of contract)
Balance at December 31, 2020
Balance at January 1, 2019
Adjustment on transition to new
standards
Balance of retrospective application at
January 1, 2019
Addition
Disposal (modification and early
termination of contract)
Balance at December 31, 2019
Depreciation
Balance at January 1, 2020
Depreciation
Balance at December 31, 2020
Balance at January 1, 2019
Depreciation
Disposal (modification and early
termination of contract)
Balance at December 31, 2019
Carrying amount:
Balance at December 31, 2020
Balance at December 31, 2019		 Building
$ 104,351
33,282
(64)
$
137,569
$ -
101,309
101,309
19,431
(16,389)
$
104,351
$ 32,061
31,204
$
63,265
$ -
33,003
(942)
$
32,061
$
74,304
$
72,290		 Transportation
equipment
5,102
1,154
-
6,256
-
5,123
5,123
435
(456)
5,102
1,756
1,980
3,736
-
1,902
(146)
1,756
2,520
3,346		 Total
109,453
34,436
(64)
143,825
-
106,432
106,432
19,866
(16,845)
109,453
33,817
33,184
67,001
-
34,905
(1,088)
33,817
76,824
75,636

(Continued)

-197-

104 CORPORATION

Notes to Financial Statements

7) Intangible assets

The cost, amortization and impairment of the intangible assets of the intangible assets of the Company for the years ended December 31, 2020 and 2019, were as follows:

Costs:
Balance on January 1, 2020
Additions
Balance on December 31, 2020
Balance on January 1, 2019
Additions
Balance on December 31, 2019
Amortization and impairment loss:
Balance on January 1, 2020
Amortization for the year
Balance on December 31, 2020
Balance on January 1, 2019
Amortization for the year
Balance on December 31, 2019
Carrying amount:
Balance on December 31, 2020
Balance on December 31, 2019
Balance on January 1, 2019		 Software
$ 97,698
632
$
98,330

$ 96,434
1,264

$
97,698

$ 94,988
1,789

$
96,777

$ 92,920
2,068

$
94,988

$
1,553

$
2,710

$
3,514

The amortization of intangible assets in 2020 and 2019 was recorded as expenses under the following categories in the statements of comprehensive income:

Operating costs
Operating expenses
Non-operating expenses		 2020
$
782
$
1,005
$
2		 2019
874
1,190
4

(Continued)

-198-

104 CORPORATION

Notes to Financial Statements

8) Lease liabilities

Lease liabilities of the Company recognized were as follows:

Lease liabilities
Lease liabilities of the Company recognized were as follows:
Current
Non-current		 December 31,
2020		 December 31,
2019
$
32,891
$
44,734		 29,255
47,004

Please refer to note 6(19) financial instruments for the maturity information.

The amount under profit and loss was as follows:

2020
2019
Interest expense of lease liabilities
$
1,084
1,539
Short term lease
$
1,405
2,015
The amounts recognized in the statement of cash flows for the Company was as follows:
2020
2019
Total cash flows used in operating activities
$ 2,489
3,554
Total cash flows used in financing activities
33,006
34,368
Total cash flows
$
35,495
37,922		 2020 2019
$ 2,489
33,006
$
35,495		 3,554
34,368
37,922

1. Lease of buildings

The Company leased buildings as office. The rental periods were 2 to 5 years. The options to extend the rental period as the original leasing period were included in the leasing periods for some of the lease.

2. Other lease

The rental periods of transportation were 2 to 5 years.

Meanwhile, for office and parking lots with the rental periods of within one year, the Company recognized those under exemption for short term leases, without recognizing the right of use and lease liabilities.

9) Employee benefits

1. Defined benefit plans

Reconciliation of defined benefit obligations at present value and plan assets at fair value were as follows:


follows:
Present value of the defined benefit obligations
Fair value of plan assets
Net defined benefit liability		 December 31,
2020
$ 66,838
(54,227)
$
12,611		 December 31,
2019
59,677
(50,497)
9,180

(Continued)

-199-

104 CORPORATION

Notes to Financial Statements

The Company makes defined benefit plan contributions to the pension fund account with Bank of Taiwan that provides pensions for employees upon retirement. Plans (covered by the Labor Standards Act) entitle a retired employee to receive retirement benefits based on years of service and average monthly salary for the six months prior to retirement.

(A) Composition of plan assets

The Company allocates pension funds in accordance with the "Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund", and such funds are managed by the Bureau of Labor Funds, Ministry of Labor. With regard to the utilization of the funds, minimum earnings shall be no less than the earnings attainable from two-year time deposits with interest rates offered by local banks.

The Company's Bank of Taiwan labor pension reserve account balance amounted to $54,227 thousand as of December 31, 2020. For information on the utilization of the labor pension fund assets including the asset allocation and yield of the fund, please refer to the website of the Bureau of Labor Funds, Ministry of Labor.

(B) Movements in present value of the defined benefit obligations

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

Defined benefit obligation at January 1
Current service costs and interest
Remeasurement of the net defined benefit
liability
－Actuarial loss arising from experience
adjustments
－Actuarial gains and losses arising from
changes in financial assumptions
Defined benefit obligation at December 31		 2020
$ 59,677
418
3,262
3,481
$
66,838		 2019
52,459
577
3,385
3,256
59,677
  • (C) Movements in fair value of plan assets

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

Fair value of plan assets at January 1
Interest income
Remeasurements of net defined benefit asset–
the return on plan assets (excluding amounts
included in the interest during this period)
Contributions made
Fair value of plan assets at December 31		 2020
$ 50,497
354
1,715
1,661
$
54,227		 2019
46,793
515
1,573
1,616
50,497

(Continued)

-200-

104 CORPORATION

Notes to Financial Statements

  • (D) Expenses recognized in profit or loss

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

Net interest on the defined benefit liability
(assets)
Operating costs
Selling expenses
Administrative expenses
Research and development expenses		 2020
$
64
$ 5
32
14
13
$
64		 2019
62
5
30
14
13
62
  • (E) Remeasurements of the net defined benefit liability recognized under other comprehensive income

The Company's remeasurements of the net defined benefit liability recognized in other comprehensive income in 2020 and 2019 were as follows:

Cumulative amount at 1 January
Recognition during the year
Cumulative amount at 31 December		 2020
$ (7,595)
(5,028)
$
(12,623)		 2019
(2,527)
(5,068)
(7,595)
  • (F) Actuarial assumptions

The significant actuarial assumptions at the reporting date were as follows:

Discount rate
Future salary increases rate		 December 31,
2020
0.30%
3.50%		 December 31,
2019
0.70%
3.50%

The expected contribution to be made by the Company to the defined benefit plans for the next annual reporting period is $1,666 thousand.

The weighted-average duration of the Company's defined benefit plans is 14 years.

  • (G) Sensitivity analysis

When calculating the present value of the defined benefit obligations, the Company uses judgments and estimations to determine the actuarial assumptions, including discount rates and future salary changes, as of the balance sheet date. Any changes in the actuarial assumptions may significantly impact the amount of the defined benefit obligations.

(Continued)

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104 CORPORATION

Notes to Financial Statements

As of December 31, 2020 and 2019, the effect of changes in principal actuarial assumptions on the present value of the defined benefit obligations were as follows:

At December 31, 2020
Discount rate
Future salary increase rate
At December 31, 2019
Discount rate
Future salary increase rate		 Effect on defined benefit obligation
Increase
0.25%
Decrease
0.25%
(2,203)
2,297
2,053
(1,985)
(2,061)
2,152
1,939
(1,871)
Increase
0.25%
(2,203)
2,053
(2,061)
1,939

The above sensitivity analysis is based on the effect of changes in a single assumption under the condition that other assumptions remain constant. In practice, many changes in assumptions may be linked together. The method used for the sensitivity analysis and calculation of the net defined benefit liability are the same.

2. Defined contribution plans

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

The Company's pension costs under the defined contribution method were $38,854 thousand and $35,828 thousand for 2020 and 2019, respectively.

  • 10) Income taxes

  • The components of income tax expense (benefit) for 2020 and 2019 were as follows:

Current tax expense (benefit)
Current period
Adjustment for prior periods
10% surtax on unappropriated retained earnings
Deferred tax expense (benefit)
Origination and reversal of temporary differences
Income tax expense		 2020
$ 58,309
(13,298)
-
45,011
(591)
$
44,420		 2019
62,341
(17,694)
102
44,749
(341)
44,408

(Continued)

-202-

104 CORPORATION

Notes to Financial Statements

The amount of income tax benefit recognized in other comprehensive income (loss) for 2020 and 2019 were as follows:


2019 were as follows:
2020 2019
Items that will not be reclassified subsequently to
profit or loss
Remeasurements of defined benefit plans $ 1,006 1,014
Reconciliation of income tax and profit before tax for 2020 and 2019 were as follows:
2020 2019
Income before income tax $ 303,156 330,409
Income tax using the Company's domestic tax rate $ 60,631 66,082
Effect of tax rates in foreign jurisdictions 59 90
Non-deductible expenses (494) (4,317)
Adjustment for prior periods (13,298) (17,694)
10% surtax on unappropriated retained earnings - 102
Investment tax credit (2,478) -
Others - 145
Total $ 44,420 44,408

2. Deferred tax assets and liabilities

Changes in the amount of deferred tax assets and liabilities for 2020 and 2019 were as follows:

Deferred tax assets:

Balance at January 1, 2020
Recognized in profit or loss
Recognized in other comprehensive
income
Balance at December 31, 2020
Balance at January 1, 2019
Recognized in profit or loss
Recognized in other comprehensive
income
Balance at December 31, 2019		 Defined
benefit plans		 Cumulative
compensated
absences
5,042
987
-
6,029
4,540
502
-
5,042		 Others
150
(77)
-
73
-
150
-
150		 Total
7,028
591
1,006
8,625
5,673
341
1,014
7,028
$ 1,836
(319)
1,006
$
2,523
$ 1,133
(311)
1,014
$
1,836

3. Assessment of tax

The R.O.C. income tax authorities have examined and approved the Company's income tax returns through 2018.

(Continued)

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104 CORPORATION

Notes to Financial Statements

11) Share capital and other equity

As of December 31, 2020 and 2019, the total value of nominal ordinary shares amounted to $500,000 thousand. Par value of each share is $10 (dollars), and in total, there are 50,000 thousand authorized ordinary shares, of which 33,190 thousand shares were issued.

  1. Shares

Reconciliation of shares outstanding and issued for 2020 and 2019 were as follows:

Balance of shares outstanding at January 1
Granted of restricted employee shares
Balance of shares outstanding at December 31
Balance of restricted employee shares at January 1
Granted of restricted employee shares
Cancellation of restricted employee shares
Balance of restricted employee shares at December
31
Balance of shares issued at December 31
Capital surplus
The details of capital surplus were as follows:
Paid-in capital in excess of par value		 Unit: Thousand shares
2020
2019
33,190
33,172
-
18
33,190
33,190
-
19
-
(18)
-
(1)
-
-
33,190
33,190
December 31,
2020
December 31,
2019

397,574
397,574		 Unit: Thousand shares
2020
2019
33,190
33,172
-
18
33,190
33,190
-
19
-
(18)
-
(1)
-
-
33,190
33,190
December 31,
2020
December 31,
2019

397,574
397,574		 Unit: Thousand shares
2020
2019
33,190
33,172
-
18
33,190
33,190
-
19
-
(18)
-
(1)
-
-
33,190
33,190
December 31,
2020
December 31,
2019

397,574
397,574
$
397,574		 397,574
  1. Capital surplus

In accordance with the Company Act, realized capital reserves can only be reclassified as share capital or distributed as cash dividends after offsetting losses. The aforementioned capital reserves include share premiums and donation gains. In accordance with the Securities Offering and Issuance Guidelines, the amount of capital reserves to be reclassified under share capital shall not exceed 10 percent of the actual share capital amount.

  1. Retained earnings

The Company's article of incorporation stipulates that Company's after-tax earnings should first be used to offset the prior years' deficits, if any. Of the remaining balance, 10% is to be appropriated as legal reserve until the balance of the legal reserve equals the total authorized capital and then remaining undistributed earnings shall be distributed according to a resolution of the shareholders' meeting.

When a company incurs no loss, it may, pursuant to a resolution to be adopted by a shareholders' meeting, distribute its legal reserve by issuing new shares or by distributing cash, only the portion of legal reserve which exceeds 25% of the capital may be distributed.

The aforesaid earning distribution shall be formulated by the board of directors and forward to the shareholder's meeting for approval by a resolution.

(Continued)

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104 CORPORATION

Notes to Financial Statements

In accordance with the dividend policy of the Company's article of incorporation, the Company shall take into consideration its operating environment, industry developments, and the future capital needs and long-term financial plan, the Company adopts a stable dividends policy. As the Company is in its growth phase, business expansion and capital needs over next few years, therefore, the Company should distribute the undistributed earnings in the form of shares or in cash. The cash dividends shall not be less than 10% of total dividends. However, distribution of earnings shall be made in view of the year's earnings and financial condition, and adjusted in the shareholders' meeting.

(A) Special reserve

In accordance with Ruling No. 1010012865 issued by the FSC on April 6, 2012, a portion of the current-period earnings and undistributed prior-period earnings shall be reclassified as special earnings reserve during earnings distribution. The amount to be reclassified should equal the current-period total net reduction of other shareholders' equity. Similarly, a portion of undistributed prior-period earnings (which does not qualify for earnings distribution) shall be reclassified as special earnings reserve to account for the cumulative changes to other shareholders' equity pertaining to prior periods. The amounts of subsequent reversals pertaining to the net reduction of other shareholders' equity shall qualify for additional distributions. The carrying amount of special reserve amounted to $6,121 thousand, and $4,051 thousand as of December 31, 2020 and 2019.

According to the Cheng Chi (Shen) No. 1010051600 released on November 21, 2012, special reserve is not required to provide although the unvested compensation cost of restricted employee shares is presented separately as a deduction item under “others” of equity attributable to owners of parent on balance sheets, which does not belong to unrealized gain or loss items.

(B) Earning distribution

Earnings distribution for 2020 was decided via the board meeting held on February 25, 2021. The Company decided to distribute a cash dividend of $7.80 (dollars) per share, totaling $258,887 thousand.

Earnings distribution for 2019 was decided via the general meeting of shareholders held on May 28, 2020. The Company decided to distribute a cash dividend of $8.62 (dollars) per share, totaling $286,104 thousand.

Earnings distribution for 2018 was decided via the general meeting of shareholders held on May 29, 2019. The Company decided to distribute a cash dividend of $8.51 (dollars) per share, totaling $282,461 thousand.

The employee restricted shares are not required to be repaid according to the Company's agreement with employees. For the year 2019, the amount adjusted to remuneration expense after considering the employee turnover rate was $222 thousand, recognized as operating costs and expenses.

The related information about the aforementioned earnings distribution is available on the Market Observation Post System website.

(Continued)

-205-

104 CORPORATION

Notes to Financial Statements

－ 12) Other share-based payment arrangement restricted employee shares

The Company decided to issue the first restricted employee shares of 2016 with consideration of attracting and retaining talented people based on the resolution approved at the shareholders' meeting held on June 7, 2016. Conditions for restricted employee shares are as follows:

  1. The proposed 2016 restricted employee shares will issue 273 thousand shares, with a par value of 10 dollars per share, totaling $2,730 thousand.

  2. Issuance price: to issue new shares to employees gratuitously without any charges.

  3. Shares can be issued in whole or in parts within 1 year after the effective registration with the authority.

  4. Vesting condition: If the qualified employee is still in service at the following time points, the employee's yearly personal performance is above grade A and did not violate any law, labor contract, working rules, and employee code of conduct of the Company, the proportion of shares granted by each vesting condition will be as follows from the time an employee is granted the restricted stock:

  5. (A) 1/3 of the restricted employee shares are vested in year 1 after the grant date

  6. (B) 1/3 of the restricted employee shares are vested in year 2 after the grant date

  7. (C) 1/3 of the restricted employee shares are vested in year 3 after the grant date

  8. If the granted restricted employee shares cannot be vested by dividing into three years, then they should be calculated based on higher portion for the former and lower portion for the latter basis.

The restricted employee shares mentioned above were registered with and approved by the Securities and Futures Bureau of the Financial Supervisory Commission, R.O.C., on August 1, 2016.

The Company decided to issue 125 thousand first restricted shares in 2016 during the board meeting held on August 11, 2016, with the board resolution date as the record date, at a fair value of $137 (dollars) per share. All shares have been issued, and the Company has completed the registration process.

The resolution was approved during the board of directors' meeting held on August 14, 2019, for the cancellation of 1 thousand unvested shares; wherein the registration had been completed.

Compensation costs of the aforementioned restricted employee shares amounted to $309 thousand were recognized as operating costs and expenses in 2019, and the amounts adjusted to capital surplus after considering the estimated employee turnover rate is $295 thousand, and the amounts adjusted to other equity-other is $295 thousand.

(Continued)

-206-

104 CORPORATION

Notes to Financial Statements

13) Earnings per share

The calculation of basic and diluted earnings per share in 2020 and 2019 were as follows:

Basic EPS:
Net income
$
Weighted-average number of common shares
outstanding (thousand shares)
Basic EPS (New Taiwan dollars)
$
Diluted EPS:
Net income
$
Weighted-average number of common shares
outstanding (thousand shares)
Effect of potentially dilutive common stock
Employees' compensation
Restricted employee shares
Weighted-average number of common shares
outstanding－diluted (thousand shares)
Diluted EPS (New Taiwan dollars)
$
14) Revenue from contracts with customers
1.
The details of revenue were as follows:
Primary geographical markets:
Taiwan
Other countries
Primary services:
Online and consultation services
2.
Contract balances
December 31,
2020
Notes receivable
$ 161
Accounts receivable
57,256
Less: Allowance for impairment
-
Total
$
57,417
Contract liabilities－rendering of
services
$
590,204		 2020 2019
$ 258,736
33,190
7.80
258,736
33,190
207
-
33,397
7.75
2020		 286,001
33,179
8.62
286,001
33,179
226
12
33,417
8.56
2019
$
$
$
$ 1,617,795
2,025
1,597,111

7,110
1,604,221
1,604,221
January 1,
2019
565
47,548
(24)
48,089
442,143

$
1,619,820
$
1,619,820
December 31,
2019
439
46,232
(36)
46,635
510,893

(Continued)

-207-

104 CORPORATION

Notes to Financial Statements

The amount of revenue recognized for the years ended December 31, 2020 and 2019 that was included in the contract liability balance at the beginning of the period were $404,931 thousand and $372,962 thousand, respectively.

For details on trade receivables and allowance for impairment, please refer to note6(3).

  • 15) Employees' compensation and remunerations of directors and supervisors

In accordance with the Articles of incorporation, if the Company operates at a profit (the profit so-called is pre-tax profit before deducting employees' compensation and remunerations of directors and supervisors) it shall contribute 8%-15% of profit as employees' compensation and remunerations of directors and supervisors no more than 3%. However, any losses accumulated by the corporation to date shall be paid off first.

The employees' compensation in the preceding paragraph shall be distributed in the form of shares or in cash and object of payment includes the employees of subsidiaries of the corporation meeting certain specific requirements.

For the years ended December 31, 2020 and 2019, the Company estimated its employees' compensation to be $27,867 and $30,372 thousand, respectively, and the remuneration of directors and supervisors to be $6,756 and $7,363 thousand, respectively. The estimated amounts mentioned above are calculated based on the net profit before tax, excluding the remuneration to employees, directors and supervisors of each period, multiplied by the percentage of remuneration to employees, directors and supervisors as specified in the Company's Articles. These remunerations were expensed under operating costs or operating expenses of current year. If there are any subsequent adjustments to the actual remuneration amounts, the adjustment will be regarded as changes in accounting estimates and will be reflected in profit or loss in the following year. If the employees' compensation is paid by the Company's stock, the numbers of shares to be distributed were calculated based on the closing price of the Company's ordinary shares, one day before the date of the meeting of board of directors. The related information is available on the Market Observation Post System website. There is no difference between the actual amount distributed as employees' compensation and remunerations of directors and supervisors and the estimated amount recognized in the financial statements for the years ended December 31, 2020 and 2019.

  • 16) Other income

  • Interest income


ended December 31, 2020 and 2019.
Other income
1.
Interest income
Deposit interest
2.
Other income
Rental income
Service support and asset authorization income
Miscellaneous income		 2020
$
11,055
2020
$ 276
16,491
8,060
$
24,827		 2019
12,621
2019
617
12,524
20,264
33,405

(Continued)

-208-

104 CORPORATION

Notes to Financial Statements

17) Other gains and losses

The details of other gains and losses were as follows:

Gains (Loss) on disposal of property, plant and equipment
Loss on disposal of investment
Loss from lease modification
Net foreign exchange (losses) gains
Other
Other gains and losses
18) Financial cost
The details of financial cost were as follows:
Lease liabilities interest expenses
19) Financial instruments
1.
Categories of financial instruments
(A) Financial liabilities
Financial assets at amortized cost:
Cash and cash equivalents
Notes and accounts receivable
Other receivables
Other current financial assets
Refundable deposits
Other non-current financial assets
Total
(B) Financial liabilities
Financial liabilities at amortized cost：
Notes and accounts payable
Other payables
Lease liabilities
Total		 2020
$ (172)
-
-
(250)
-
(855)
$
(1,277)
2020
$
1,084
December 31,
2020
$ 2,122,517
57,417
14,428
-
6,614
10,000
$
2,210,976
December 31,
2020
$ 1,903
392,913
77,625
$
472,441		 2020
$ (172)
-
-
(250)
-
(855)
$
(1,277)
2020
$
1,084
December 31,
2020
$ 2,122,517
57,417
14,428
-
6,614
10,000
$
2,210,976
December 31,
2020
$ 1,903
392,913
77,625
$
472,441		 2019
-
(728)
(86)
(17)
(18,515)
-
(19,346)
2019
1,539
December 31,
2019
2,057,625
46,635
11,763
150
6,524
10,000
2,132,697
December 31,
2019
2,437
90,214
76,259
168,910

(Continued)

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104 CORPORATION

Notes to Financial Statements

2. Liquidity risk

The following table shows the contractual maturity of the financial liabilities excluding estimated interest:

December 31, 2020
Non-derivative financial
liabilities
Notes and accounts payable
Other payables
Lease liabilities
December 31, 2019
Non-derivative financial
liabilities
Notes and accounts payable
Other payables
Lease liabilities		 Carrying
amount
$ 1,903
392,913
77,625
$ 472,441
$ 2,437
90,214
76,259
$ 168,910		 Contract
ual cash
flows
1,903
392,913
77,625
472,441

2,437
90,214
76,259
168,910		 Within 1
years
1,903
392,913
32,891
427,707

2,437
90,214
29,255
121,906		 1-5 years
-
-
44,734
44,734

-
-
47,004
47,004		 Over 5
years
-
-
-
-
-
-
-
-

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

3. Interest rate analysis

Please refer to the financial risk management for the disclosure on the interest rate risk.

  1. Fair value of financial instruments

  2. (A) Fair value hierarchy

The fair value of financial assets and liabilities at fair value through profit or loss, financial instruments used for financial assets at fair value through other comprehensive income is measured on a recurring basis. The carrying amount and fair value of the Company's financial assets and liabilities, including the information on fair value hierarchy were as follows; however, except as described in the following paragraphs, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value, and disclosure of fair value information is not required:

(Continued)

-210-

104 CORPORATION

Notes to Financial Statements

December 31, 2020 Fair value Level 1 Level 2 Level 3 Total Financial assets at fair value － through profit or loss non-current Private fund $ - - 4,557 4,557 December 31, 2019 Fair value Level 1 Level 2 Level 3 Total Financial assets at fair value － through profit or loss non-current Private fund $ - - 4,797 4,797

  • (B) Reconciliation of Level 3 fair values

==> picture [407 x 133] intentionally omitted <==

----- Start of picture text -----

2020
Increase Decrease
From Level 3
of financial
liability From Level 3
transfer to of financial
In other Level 3 of assets of
In profit or comprehensiv Purchased or Transfers in financial Sale or Transfers out financial Ending
Name Opening balance loss e income issued of Level 3 assets disposal of Level 3 liability balance
Financial assets at fair value through profit or loss－private fund $ 4,797 (240) - - - - - - - 4,557
2019
Increase Decrease
From Level 3
of financial
liability From Level 3
transfer to of financial
In other Level 3 of assets of
In profit or comprehensiv Purchased or Transfers in financial Sale or Transfers out financial Ending
Name Opening balance loss e income issued of Level 3 assets disposal of Level 3 liability balance
Financial assets at fair value through profit or loss－private fund $ 4,914 (117) - - - - - - - 4,797
----- End of picture text -----

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

The Company's financial instruments that use Level 3 inputs to measure fair value is – financial assets at fair value through profit or loss Private fund.

Quantified information of significant unobservable inputs was as follows:

Valuation Significant Item technique unobservable inputs Financial assets at Net Asset Value ‧Net Asset Value fair value through Method – profit or loss Private fund

Inter-relationship between significant unobservable inputs and fair value measurement The estimated fair value would increase as the net asset value increases

(Continued)

-211-

104 CORPORATION

Notes to Financial Statements

20) Financial risk management

  1. Overview

The Company has exposure to the following risks arising from financial instruments:

  • (A) Credit risk.

  • (B) Liquidity risk.

  • (C) Market risk.

This note presents information about the Company's exposure to each of the above risks and the objectives, policies, and processes for measuring and managing risk. Please see other related notes for quantitative information.

  1. Risk management framework

The board of directors has the overall responsibility for the establishment and oversight of the risk management framework.

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

The Company's Supervisor is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the board of directors and the Supervisor.

3. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's notes and accounts receivable, other receivables, refundable deposits, etc.

  • (A) Cash and cash equivalents

The Company's bank deposits are in different financial institutions with good credit. The Company controls its credit risk for each financial institution and believes that the Company's bank deposits will not have any significant credit risk.

  • (B) Receivables and other receivables

The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the demographics of the Company's customer base, including the information of past trading experience with customer and adjust the transaction credit limits.

(Continued)

-212-

104 CORPORATION

Notes to Financial Statements

The board of directors and management have established a credit policy under which each new customer is analyzed individually for creditworthiness before the Company's standard payment and delivery terms and conditions are offered. The Company's review includes external ratings (when available), and in some cases, bank references. Credit limits are established for each customer. Customers that fail to meet the Company's benchmark creditworthiness may transact with the Company only on a prepayment basis or basic credit limits.

  1. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it always has sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.

5. Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates prices, will cause the Company suffer possible loss for related transaction.

The Company maintains its foreign currency within a level sufficient to meet the operational needs so as to manage exchange rate risk. The Company's financial assets exposed to changes in fair value caused by interest rate fluctuation are bank deposits. Nevertheless, the interest rate is not volatile enough to affect the Company's operations.

21) Capital management

The Board's policy is to maintain a strong capital base in order to maintain investor, creditor and market confidence and to sustain future development of the business. Capital includes common stock, capital surplus, retained earnings, and non-controlling interest. The board of directors' controls not only the return on capital ratio, but also the dividend level of the common stock.

The Company's capital management approach did not change for the year ended December 31, 2020.

  • 22) Investing and financing activities not affecting current cash flow

  • For information of acquisition of right of use by lease , please refer to note 6(6).

  • Reconciliation of liabilities arising from financing activities of the Company was as follows:

Lease liabilities
Lease liabilities		 January 1,
2020
$
76,259		 Cash flow

(33,006)
Cash flow

(34,368)		 N on-cash changes on-cash changes Fair value
changes
-
Fair value
changes
-		 December 31,
2020
Merge
-		 Acquisition
34,436
N		 Disposal
Foreign
exchange
movement
(64)
-
on-cash changes
77,625
December 31,
2019
76,259

January 1,
2019
(revised)
Merge
-		 Acquisition
19,866		 Disposal
(15,671)		 Foreign
exchange
movement
-
$
106,432

(Continued)

-213-

104 CORPORATION

Notes to Financial Statements

(7) Related-party transactions

  • 1) Names and relationship with related parties

The followings are entities that have had transactions with the Company during the periods covered in the financial statements.

Name of related party
104 Consulting Corporation
104 Redpoint Information Technology
(Shanghai) Co., Ltd.
104 Human Resources Consultancy
(Shanghai) Co., Ltd.
104 Hope Foundation		 Relationship with the Company
the Company’s subsidiary
the Company’s subsidiary
the Company’s subsidiary
The entity's chairman is the same as the Company's

  • 2) Transactions with related parties

  • Operating revenue

The amount of service revenue by related parties was as follows:

sactions with related parties
Operating revenue
The amount of service revenue by related parties was as		 follows:
Subsidiaries 2020
$
14,870		 2019
5,498

The prices and collection terms for service to subsidiaries are not significantly different from those with third-party customers. The collection terms were one to three months. Receivables from service revenue did not require provisions for bad debt expenses.

2. Operating expenses

The amount of consulting fee by subsidiaries was as follows:

Subsidiaries
104 Consulting Corporation		 2020
$
20,183		 2019
34,957

3. Rental income

The amount of rental income by related parties was as follows:

Subsidiaries
104 Consulting Corporation
Other related parties
104 Hope Foundation		 2020
$ 264
12
$
276		 2019
605
12
617

The price charged for rental was agreed by both parties, and was collected by telegraphic transfer.

(Continued)

-214-

104 CORPORATION

Notes to Financial Statements

4. Other income

The amount of service support and asset authorization income by related parties was as follows:

Subsidiaries
104 Consulting Corporation
104 Human Resources Consultancy (Shanghai)
Co., Ltd.		 2020
$ 4,781
11,710
$
16,491		 2019
4,770
7,754
12,524

5. Receivable from related parties

The details of the receivables from related parties was as follows:

Accounts Type of related parties
Subsidiaries
Subsidiaries
104 Consulting Corporation
104 Human Resources
Consultancy (Shanghai) Co.,
Ltd.		 December 31,
2020
$ 10,496
1,293
3,988
$
15,777		 December 31,
2019
Accounts receivable
Other receivables		 1,644
1,367
1,297

4,308
  1. Payable to related parties

The details of the payable to related parties was as follows:

Accounts Type of related parties
Subsidiaries - 104 Consulting
Corporation		 December 31,
2020
$
863		 December 31,
2019
Other payables 9,498
  • 3) Key management personnel compensation

Key management personnel compensation comprised:

Short-term employee benefits
Share-based payments		 2020
$ 66,698
3,157
$
69,855		 2019
62,752
4,571
67,323

(Continued)

-215-

104 CORPORATION

Notes to Financial Statements

(8) Pledged assets

The carrying values of pledged assets were as follows:

Pledged assets
The carrying values of pledged assets		 were as follows:
Pledged assets Object
Guarantee for
employment services
Guarantee for
employment services		 December 31,
2020
$ -
10,000
$
10,000		 December 31,
2019
Time deposits (recorded under
other current financial assets)
Time deposits (recorded under
other non-current financial assets)		 150
10,000
10,150

(9) Significant commitments and contingencies

  • 1) Unrecognized contractual commitments

The Company applied to the Council of Labor Affairs for permission to provide employment services in accordance with the Employment Services Act. As of December 31, 2020 and 2019, the guaranteed amount provided by banks on behalf of the Company was $1,000 thousand.

  • 2) Contingent liabilities: None.

(10) Losses due to major disasters: None.

(11) Significant subsequent events:

Please refer to note 6(11).

(12) Other

A summary of employee benefits, depreciation, and amortization, be classified by function were as follows:

Function
Account		 2020 2020 2020 2020 2019 2019 2019 2019
Operating
costs		 Operating
expenses		 Non-opera
ting
expenses
(note)		 Total Operating
costs		 Operating
expenses		 Non-opera
ting
expenses
(note)		 Total
Employee benefits
Salary
Health and labor
insurance
Pension
Remuneration to
directors
Other personnel expense
Depreciation
Amortization		 103,915
7,538
4,234
-

3,142
20,923
782
828,060

58,415

34,157

5,087

23,453

49,264

1,005
9,691

1,069

527

-

648

1,597

2
941,666

67,022

38,918

5,087

27,243

71,784

1,789		 85,938
6,325
3,494
-
3,181
23,107
874
776,416

55,331

31,903

5,522

23,417

52,476

1,190
8,772

1,004

493

-

525

2,109

4
871,126

62,660

35,890

5,522

27,123

77,692

2,068

Note: Non-operating expenses and non-operating income are offset and recognized as other gains and losses.

(Continued)

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104 CORPORATION

Notes to Financial Statements

For the years 2020 and 2019, the information on the number of employees and employee benefit expense of the Company were as follows:


the Company were as follows:
Number of employees
Number of directors (non-employee)
Average employee benefit expense
Average employee salary expense
Percentage average employee benefit expense
Remuneration to supervisors		 2020
820
4
$
1,317
$
1,154
3.96%
$
1,689		 2019
789
4
1,270

1,110

1,841

The Company's salary and remuneration policy (including directors, supervisors, managers and employees) are as follows:

The remuneration of the Company's directors and supervisors are regulated in accordance with Article 26 of the Articles of incorporation of the Company. If the Company has generated a profit in the year, no more than 3% of the profit shall be provided for the remuneration of the directors and supervisors. Since the remuneration is set at a certain percentage of the current year's earnings, the upper limit is highly correlated with the Company's operating performance. Apart from referring to the Company’s past operating performance, the payments of the directors' and supervisors' remuneration will also be adjusted based on future risk factors. That is, when the outlook is bad or the Company’s operating risks increase, the directors' and supervisor’s remuneration will follow. In addition, the evaluation results of the performance of Board of Directors are also important considerations for distribution. Relevant performance evaluation and compensation rationality are reviewed by the Remuneration Committee that regularly reviews and assesses the directors' remuneration, and submits their proposals to the Board of Directors for discussion.

Remuneration paid to the Manager and Employee can be divided into three categories, i.e. salaries, bonuses and employee bonuses. Salary, which is based on the factors such as job responsibility, the overall environment and the market standard, and is set to reflect work performance; bonuses are correlated with employees’ and department’s performance mainly calculated based on the company's "Employees Compensation and Benefits Management Method" and "Outstanding Employee Stock Ownership Trust Management Measures"; employee bonuses are regulated by Article 26 of the Articles of incorporation that if the Company make a profit in the year, 8% to 15% of the profit should be remunerated as employee bonuses, since the employee bonuses are based on the proportion of the annual surplus, they are highly correlated with the Company's operating performance.

The related remuneration in addition to reference to the relevant industry level and the Company’s past operating performance, the relevant distribution standards, structures and systems will also be reviewed and adjusted at any time depending on the actual operating conditions and changes in relevant laws and regulations, which is expected to prevent managers from engaging in the conducts that may put the Company at risk in order to pursue remuneration. In addition, the Company's Remuneration Committee will also periodically assess the remuneration of the General Manager and Vice President, and submit the proposals to the Board of Directors for discussion in order to balance the Company's sustainable operations and risk control.

(Continued)

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104 CORPORATION

Notes to Financial Statements

(13) Other disclosures items

  • 1) Information on significant transactions

The following is the information on significant transactions required by the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" for the Company in 2020:

  1. Loans to other parties: None.

  2. Guarantees and endorsements for other parties: None.

  3. Securities held as of December 31, 2020 (excluding investment in subsidiaries, associates, and joint ventures)：

**Name of holder ** Category and name of
security
Relationship with
company		 Account title Ending balance Ending balance Ending balance Ending balance Remarks
Shares/ units
(thousands)
Carrying
value
 Percentage of
ownership
(%)		 Fairvalue
The Company
 Private fund-sparkLabs
Taipei Fund I		 - Financial assets at fair value
through profit or loss－
non-current		 - 4,557
-
%		 4,557

  1. Individual securities acquired or disposed of with accumulated amount exceeding the lower of TWD300 million or 20% of the capital stock: None.

  2. Acquisition of individual real estate with amount exceeding TWD300 million or 20% of the capital stock: None.

  3. Disposal of individual real estate with amount exceeding the lower of TWD300 million or 20% of the capital stock: None.

  4. Related-party transactions for purchases and sales with amounts exceeding the lower of TWD100 million or 20% of the capital stock: None.

  5. Receivables from related parties with amount exceeding the lower of TWD100 million or 20% of the capital stock: None.

  6. Trading in derivative instruments: None.

  7. 2) Information on investees:

The following is the information on investees for the year ended December 31, 2020 (excluding information on investees in Mainland China):

Name of
investor		 Name of
investee		 Location Main business and
products		 Original investment amount Original investment amount
Balance of December 31, 2020
Balance of December 31, 2020
Balance of December 31, 2020		 Net income
(loss) of
investee		 Share of
profit/
losses of
investee		 Remarks

December 31,
2020
December 31,
2019
Shares
 Percentage of
ownership		 Book value
The Company 104 Consulting Taiwan
 General advertising
services, IT software
services, electronic
information
services, talent
dispatching,
management
consultancy and data
processingservices

12,67		 8
12,678		 1,219 100.00% 35,864 7,705 7,705 Subsidiary

(Continued)

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104 CORPORATION

Notes to Financial Statements

  • 3) Information on investment in Mainland China:

  • The names of investees in Mainland China, the main businesses and products, and other information:


information:
information:
information:
information:
information:
Unit:thousand dollars
Name of
investee		 Main businesses
and products		 Total
amount of

paid-in
capital
(note 3)		 Method of
investment
(note 1)		 Aggregate
investment
amount
remitted from
Taiwan at

beginning of
year (note 3)		 Amount remitted or
returned incurrentyear		 Aggregate
investment
amount
remitted from
Taiwan at end
of year
(note 3)		 Net income
(loss) of investee		 Percentage of
direct or
indirect
ownership by
the Company
(%)		 Investment
gain (loss)
(note 2)		 Book value as of
December
31, 2020
(note 2)
Amount of
investment
income remitted
back
to Taiwan at
end of year
Invested
amount		 Returned
amount
104 Human
Resources
Consultancy
Redpoint
Information		 Collecting,
coordinating,
publishing, and
consulting on
human resource
information;
recruitment;
designing and
developing
computer
software,
multimedia, and
network systems;
designing and
producing
advertising
Developing
network
technologies and
computer
software, selling
products,
providing
technical advice
and services, and
management
consultancy		 34,091
60,365
(1)

(1)		 23,909
(USD770)
60,365
(USD2,000)

-


-		 -
-		 23,909
(USD770)
60,365
(USD2,000)
(8,553)

752		 70.00%
100.00%		 (5,988)
752		 13,180
36,371		 -
-

Note 1: Ways of investments are as follows:

  • (1) direct investment in Mainland China.

  • (2) others.

  • Note 2: The investment gain (loss) and carrying value disclosed above included direct and indirect investments. The investment gain (loss) recognized by the Company is based on the financial statements audited by the auditors of parent company under the equity method.

Note 3: Based on historical exchange rates.

  1. Limitation on investment in Mainland China:

Unit: thousand dollars

Unit: thousand dollars
Aggregate investment amount
remitted from Taiwan to
Mainland China at the end of the
period (Note 2)		 Investment amount approved by
Investment Commission of
Ministry of Economic Affairs
(Note 2)
Limitation on investment in
Mainland China by Investment
Commission of Ministry of
Economic Affairs (Note 1)
84,274
(USD 2,770 )		 78,890
(USD 2,770 )		 876,054

  • Note 1: Limitation on investment in Mainland China: 60% of the Company's stockholders' equity of $1,460,090 thousand.

  • Note 2: Issued capital and investment capital remitted from Taiwan to Mainland China were translated at historical rates, and the rest of the investment information was translated at the year-end rate of December 31, 2020 (USD:NTD=1:28.48).

  • Significant transactions:

There is no significant inter-company transaction with the investment in Mainland China for the year ended December 31, 2020.

(Continued)

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104 CORPORATION

Notes to Financial Statements

  1. Major shareholders:
Major shareholders:
Shareholding
Shareholder’s Name		 Shares Percentage
JcbNext Berhad
Rocky Yang
Vicky Ku
Askforce Corporation		 7,630,000
4,495,402
4,495,401
2,427,344
22.99%

13.54%

13.54%

7.31%

  • Note: (1) The information on major shareholders, which is provided by the Taiwan Depository & Clearing Corporation, summarized the shareholders who held over 5% of the total non-physical common stocks and preferred stocks (including treasury stocks) on the last business date of each quarter. The registered non-physical stocks may be different from the capital stocks disclosed in the financial statement due to different calculations basis.

  • (2) If the aforementioned data contains shares which were kept in trust by the shareholders, the data disclosed will be deemed as the settlor’s separate account for the fund set by the trustee. As for the shareholder who reports its share equity as an insider and whose shareholding ratio is greater than 10% in accordance with Securities and Exchange Act and include its self-owned shares and trusted shares, as well as the shares of the individuals who have power to decide how to allocate the trust assets. For the information on reported share equity of the insider, please refer to the Market Observation Post System.

(14) Segment information

Please refer to the consolidated financial statements for the year ended December 31, 2020.

(Continued)

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104 CORPORATION

Statement of Cash and Cash Equivalents

December 31, 2020

(Expressed in thousands of New Taiwan Dollars, Except for Foreign Currencies)

Item Description
Checking deposits
Demand deposits－Foreign Currencies
([email protected])
Demand deposits－New Taiwan Dollars
Time deposits (Due date:2021.01.01~2021.12.30)
Total
RS bond (Due date:2021.01.13; Rate:0.22%)		 Amount
Cash in bank
Cash
Cash equivalents		 $ 2,709
26
171,597
1,898,151
2,072,483
34
50,000
$
2,122,517

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104 CORPORATION

Statement of Movement of Investments Accounted for Using the Equity Method

January 1 to December 31, 2020

(Expressed in thousands of New Taiwan Dollars)

Name of investee
104 Consulting Corporation
104 Human Resources
Consultancy
(Shanghai) Co., Ltd.
104 Redpoint Information
Technology (Shanghai)
Co., Ltd.		 Beginning Balance
Shares
Amount
1,219 $ 44,413
Note 1
18,998
Note 1
35,007
$
98,418		 Increase (Note 2)
Shares
Amount
-
-
-
-
-
1,364
1,364		 Increase (Note 2)
Shares
Amount
-
-
-
-
-
1,364
1,364		 Decrease (Note 2)
Shares
Amount
-
8,549
-
5,818
-
-
14,367		 Decrease (Note 2)
Shares
Amount
-
8,549
-
5,818
-
-
14,367		 Ending Balance
Shares
Ownership%
Amount
1,219
100.00
35,864
Note 1
70.00
13,180
Note 1
100.00
36,371
85,415		 Ending Balance
Shares
Ownership%
Amount
1,219
100.00
35,864
Note 1
70.00
13,180
Note 1
100.00
36,371
85,415		 Market Value or Net
Assets Value
Unit
price
Total
amounts
Collateral
Remark

29.42
35,864
None

-
13,180
None

-
36,371
None
85,415
Shares
1,219
Note 1
Note 1		 Shares
-
-
-		 Shares
-
-
-		 Shares
Ownership%
1,219
100.00
Note 1
70.00
Note 1
100.00		 Unit
price

29.42

-

-

1,364		 14,367
85,415

Note 1: A limited company－no shares were issued.

Note 2: Included share of profit (loss) of subsidiaries for using equity method $2,469 thousand, foreign currency translation differences for foreign operations $782 thousand, and dividend distribution $(16,254) thousand.

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104 CORPORATION

Statement of Other Payables

December 31, 2020

(Expressed in thousands of New Taiwan Dollars)

Item Description Amount
Accrued annual bonuses
Accrued payroll
Employees’ compensation
payable
Accrued project,
performance, and sales
bonuses
Others (Note)		 $ 92,063
49,049
27,867
134,235
89,699
$
392,913

Note：The amount of individual item included in others does not exceed 5% of the account balance.

Statement of Operating Costs

January 1 to December 31, 2020

Item Description Amount Remark
Salary expenses
Depreciation expenses
Software usage fee
Others (Note)		 $ 103,915
20,923
16,583
39,502
$
180,923

Note：The amount of individual item included in others does not exceed 5% of the account balance.

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104 CORPORATION

Statement of Selling Expenses

January 1 to December 31, 2020

(Expressed in thousands of New Taiwan Dollars)

Item Description Amount Remark
Salary expenses
Advertising expenses
Insurance expenses
Others (Note)		 $ 446,431
46,983
33,688
138,912
$
666,014

Note：The amount of individual item included in others does not exceed 5% of the account balance.

Statement of Administrative Expenses

Item Description Amount Remark
Salary expenses
Others (Note)		 $ 123,245
38,000
$
161,245

Note：The amount of individual item included in others does not exceed 5% of the account balance.

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104 CORPORATION

Statement of Research and Development Expenses

January 1 to December 31, 2020

(Expressed in thousands of New Taiwan Dollars)

Item Description Amount Remark
Salary expenses
Insurance expenses
Others (Note)		 $ 258,384
20,270
65,818
$
344,472

Note：The amount of individual item included in others does not exceed 5% of the account balance.

Statement of movement of property, plant and equipment, please refer to the financial statements note 6(5). Statement of movement of accumulated depreciation of property, plant and equipment, please refer to the financial statements note 6(5).

Statement of movement of right-of-use assets, please refer to the financial statements note 6(6). Statement of movement of intangible assets, please refer to the financial statements note 6(7). Statement of the operating revenue, please refer to the financial statements note 6(14). Statement of the other income, please refer to the financial statements note 6(16). Statement of other gains and losses, please refer to the financial statements note 6(17). Statement of financial costs, please refer to the financial statements note 6(18).

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6. Financial conditions of the Company and its affiliates of the most recent fiscal year : None.

VII. Review of Financial Conditions, Financial Performance and Risk Management

1. Financial position

Financial position
Unit: NT$000
Year Difference
Dec. 31, 2020 Dec. 31, 2019
Item amount %
Current assets 2,333,957
2,242,093
91,864		 4.10
Property, plant and
208,883
230,478
(21,595)		 (9.37)
equipment
Intangible assets 1,553
2,710
(1,157)		 (42.69)
Other assets 113,131
109,706
3,425		 3.12
Total assets 2,657,524
2,584,987
72,537		 2.81
Current liabilities 1,134,440
1,029,963
104,477		 10.14
Longterm liabilities - - - -
Other liabilities 57,345
56,184
1,161		 2.07
Total liabilities 1,191,785
1,086,147
105,638		 9.73
Common stock 331,907
331,907
0		 0.00
Capital surplus 397,574
397,574
0		 0.00
Retained earnings 735,948
767,338
(31,390)		 (4.09)
Other equity (5,339) (6,121) 782 (12.78)
Non-controlling
5,649
8,142
(2,493)		 (30.62)
interests
Total equity 1,465,739
1,498,840
(33,101)		 (2.21)

Explanation Description of material significant changes in accounting items (increase/decrease of more than 20% with amount of change reaching NT$10 million): None.

2. Financial performance

Unit: NT$000

Year Increase
Proportion Analysis
2020 2019 (decrease)
Item
of change %
of changes
in amounts
Operatingrevenue 1,634,481
1,636,383
(1,902)		 (0.12)
Operatingcost 182,170
164,205
17,965
10.94
Grossprofit 1,452,311
1,472,178
(19,867)		 (1.35)
Operatingexpenses 1,165,046
1,150,535
14,511
1.26
Operatingincome 287,265
321,643
(34,378)		 (10.69)
Non-operating income
15,248
14,291
957
6.70

and expenses
Income before income
302,513
335,934
(33,421)
(9.95)
tax
Income tax expenses 46,343
48,668
(2,325)		 (4.78)
Net income 256,170
287,266
(31,096)		 (10.82)
Other comprehensive
(3,167)
(6,436)
3,269
(50.79)

income(net of tax)
Total comprehensive
253,003
280,830
(27,827)
(9.91)

income

(1) Description of significant changes in items (increase/decrease of more than 20% with amount of

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change reaching NT$10 million): None.

  • (2) Expected sales volume and its basis over the next year: Not applicable.

  • (3) Possible impacts on the Company's future financial operations and countermeasures: Not applicable.

3. Cash flow

  • (1) Analysis of changes in cash flow in the current period
Unit: NT$000 Unit: NT$000 Unit: NT$000
Increase
Item 2020 2019
(decrease)
Net cash inflow(outflow)from operatingactivities 412,541
470,929
(58,388)
Net Cash inflow(outflow)from investingactivities (26,429)
(66,068)
39,639
Net cash inflow(outflow)from financingactivities (319,110)
(317,612)
(1,498)
Cash and cash equivalents increase(decrease) 67,856
84,791
(16,935)

  • A. The decrease in net cash flows from operating activities is mainly due to the decrease in operating revenue collection in 2020.

  • B. The decrease in net cash flows used in investing activities is mainly due to the decrease in capital expenditure in 2020.

  • C. The increase in net cash flows used in financing activities is mainly due to the increase in cash dividends paid in the fiscal year compared with 2019.

  • (2) Remedial measures to improve liquidity deficit: The Company showed no signs of liquidity deficit.

  • (3) Liquidity analysis of the next period:

Unit: NT$000

Cash and cash
equivalents at
beginning of year		 Projected net
cash inflow from
operating
activities
throughout the
year		 Projected net cash
outflow in investing
and financing
activities for the year		 Projected cash
surplus (deficit)
amount		 Remedial measures for
projected cash deficit		 Remedial measures for
projected cash deficit
Investing
plan		 Financing
plan
2,236,512 427,461 351,947 2,312,026 - -

4. Major capital expenditures during the most recent fiscal year

  • (1) The use and funding sources of major capital expenditures:
Unit: NT$000
Project plan Sources of capital 2020 2019
Purchase of property,
plant and equipment		 Working capital 25,105 61,398
  • (2) Projected potential benefits: Enhance service quality and market competitiveness.

5. Reinvestment policies, reasons for profit/loss, plans for improvement in the recent year and future investment plan in the coming year

The Company's policies and scope of reinvestment are based upon the development of the Group and would be beneficial toward developing the overall ecosystem of the platform, and all relevant services, products and technologies. We will prudently evaluate any and all reinvestment plans based on these guidelines.

6. Analysis of risk management

  • (1) The impact upon the company's income/loss due to changes in interest rate, exchange rates, and inflation as well as the measures the company’s response measures:

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  • A. Interest rate:

    • (a) Impact on the Company's profit/loss:

      • i. Liabilities: All liability items are not related to interest rate.

      • ii. Assets: Interest rates of New Taiwan dollars still remain low, slightly affecting the income of the Company's short-term capital.

    • (b) Response measures in the future: Actively use short-term funds to reduce demand deposit position, and increase time deposits, RP, and money market funds.

  • B. Exchange rate: The ratio of the Company's foreign clients is very low, and we have few costs and expenses that are imported or denominated in foreign currency. Therefore, exchange rate movements have no significant impact on the Company.

  • C. Inflation: Inflation has little impact on the Company. The target consumer of our products (services) are mainly enterprises, and also our products are mainly related to advertisement posting instead of common goods.

  • (2) High-risk investments, highly leveraged investments, loans to other parties, endorsements, guarantees, and derivatives transactions; the main reasons for the profits/losses generated thereby; and response measures to be taken in the future:

The Group did not engage in high risk, high leverage investments in the current period.

  • (3) Future research and development projects, and expenditures expected in connection therewith: The Company's research and development focuses on market trends and technology changes. Our R&D team adjusts existing product functions and services, launches new functions and services based on user response and development progress of established product. The Company expects R&D expenses in 2021 will be NT$378,864 thousand, an increase over relevant expenses in 2020. Please refer to pages 103-104 in the annual report for details of our future R&D plans.

  • (4) Effect on the company's financial operations of important policies adopted and changes in the legal environment at home and abroad, and measures to be taken in response: The Company's financial operations are undertaken according to regulations. So far, there has not been any impact of important policy and legal changes whether at home or abroad.

  • (5) Effect on the company's financial operations of developments in science and technology as well as industrial change, and measures to be taken in response:

  • A. Application of "Big Data" and "Artificial Intelligence": as Big Data related technologies are increasingly mature, companies with big data and relevant technologies enjoy more competitive advantages. The Group is the leading enterprise in Taiwan's job/talent searching industry, with the largest scale of data on recruiting companies, job vacancies, resumes and user behavior in the industry, and has the advantage of developing big data and artificial intelligence applications. The Group has launched big data service applications such as Education and Career Maps, Job Description Encyclopedia, payroll information, resume fit and personality fit analysis, employer branding report, etc., which have been received well comments. In terms of technology applications, we also have technologies that enabled us to perform job recommendation for job seekers, talent recommendation for recruiting enterprises. The Group has unified and migrated the scattered content data and behaviors to the cloud environment. With the powerful and flexible crowd-computing environment, we can make full use of the biggest advantage of 104 database. At present, information on the service platforms for job searching and talent searching has been integrated on the cloud platform. In the future, we will continue to use Data-driven product development strategies to transform existing scale advantage from enterprise users and individual users into data scale and data-driven application service with higher entry barriers, and develop application of artificial intelligence (AI).

  • B. AI technology in the application of interview: AI technology has been able to analyze the text, photos, voice, expressions and body language of job seekers to provide advice on whether the talent is suitable or automatically screen the talent. While AI interviews can improve the efficiency of companies in screening talent, they can also miss special talent because not everyone's expressions and body language are typical. Some job seekers may feel disrespected or violated by companies using AI interviews to screen talent, and there may be legal disputes. For example, on November 6, 2019, the

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U.S. Electronic Privacy Information Center (EPIC) filed a complaint with the Federal Trade Commission (FTC) against HireVue, a video interview technology company. On January 1, 2020, the State of Illinois announced that the Artificial Intelligence Video Interview Act (AIVIA) is in effect. On February 27, 2020, the New York State Assembly introduced a bill (Intro No. 1894-2020) to regulate the use of AI in hiring, compensation, and other human resources decisions. Attempts to apply technology often precede the completion of laws, and AI technology applications are no exception. In addition to the application of new technologies, the Company will also pay attention to the impact of the application method on other stakeholders and whether it conflicts with the legislative spirit of the relevant laws.

  • C. Social Network Recruiting: The Company publishes the Human Resources F.B.I. Analysis Report (Human Resources Key Functions, Budget Human Resources Budget, Human Resources Key Indicators) in the middle of each year. This includes a survey of recruitment methods. A few years ago, the main recruiting channel for companies was still online recruiting ads (Job Bank), followed by networking, and then social networks (FB, LinkedIn). Different talent pipelines have different characteristics. Although social network recruiting is not efficient due to the multiple purposes of users' visits to the website and the difficulty of clearly identifying their willingness to change jobs, it is usually used as an additional channel to expose job vacancies other than Job Bank, but the advantage is that it can contact some excellent working people. The recruitment mode of companies on social media platforms still focuses on posting recruitment advertisements for targeted groups, supplemented by spreading the company's recruitment messages through personal social networks and placing recruitment messages through the Company's (official) fan page, and then follow social media posts to explore potential talents. Some international competitors have entered the human resource market in Taiwan. For example, LinkedIn, an employment-oriented online service, operates recruitment through social media. Previously, their customers were mainly middle- and high-level talents, leaders and professional white-collar workers in the enterprises. Later, they started to promote their business to the younger generation. Facebook also launched talent recruitment service in North America in 2016. In March, 2019, it expanded its market by the promotion of recruitment/job searching to 40 countries, including the market in Taiwan. This mainly targets local small and medium business, the blue and grey collar workers. According to SimilarWeb, although the web traffic flow of LinkedIn in Taiwan is much lower than the major job banks, and the number of Facebook's job openings remains small, they are still potential competitors to the Company's recruitment service business. The Company has launched flexible resume service last year and further developed the Company's personal brand service. In the future, we will integrate the existing Career Clinic, Resume Consultation Room, World of Work, and Be A Giver community so Givers can accumulate personal credit, experience, and personal brand value while providing altruistic services such as answering workplace questions and providing resume consultation for future generations.

  • D. The competition and matching of vacancies: the internationally renowned job vacancy website, Indeed, has posted the job vacancies from Taiwan. Google for Jobs was also launched in Taiwan in January 2019. The function of vacancy searching index enables the users to conduct the job searching on the website of each job bank and enterprise; therefore, this provides the users to access all job vacancy information through only one website without any hassle. The job vacancy service only displays the list of job openings, and the detailed information of job openings will be referred to each job bank. Therefore, there is a dependency between Google for Jobs and the job banks. However, on the other hand, it potentially can be the competitor to our company in terms of job searching entry. According to the survey done by SimilarWeb, there is a significant gap between Indeed and the Company in terms of web traffic. Google for Jobs is still in its early phase of development. As more people are using their mobile phones for job searching, it will potentially limit the growth of users who use the webpage-based job searching. Although we have not encountered any issues or competitors in job openings, it is the area where we shall continually monitor.

  • E. Popularity of smart mobile devices: users have constantly turned away from traditional personal computers (PCs) to mobile devices, and in particular, since recruitment is a highly private matter, users favor mobile devices for their high mobility and security. As the volume of job-seekers gradually turn to mobile devices, this may impact the effectiveness and motivation of enterprise

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customers in placing advertisements on PC-based platforms constantly, as well as our revenue from advertisements from PCs. 

  - Countermeasures: The job-seeking APP and Mobile Web have been developed for many years. By the end of 2020, the cumulative download volume of the mobile job-seeking APP has exceeded 7.2 million, and the proportion of job applicants made via mobile phones has continued to climb, accounting for nearly 70%. In response to this trend, the Company continues to delicate the user experience of mobile phone services, simultaneously provides APP applications and mobile web page services to meet the different needs of different groups, and introduce more accurate job referral based on user behavior preferences, constantly driving up the overall matching volume of job/talent searching. The mobile version has had an ad slot, which smoothly undertakes the flows transferred from PC usage. Due to the higher frequency of job seeking via smartphones than via PCs, mobile advertising can attract more eyeballs. Coupled with the fact that job-seeking via smartphones is mostly made at login status, it is conducive to provide more personalized services.

  • (6) Effect on the company's crisis management of changes in the company's corporate image, and measures to be taken in response:

  • The Company has committed to maintaining a positive corporate image for years, and complies with legal regulations. In case of impacts on the corporate image or violation of the law, a special group will be formed to develop response strategies.

  • (7) Expected benefits and possible risks associated with any merger and acquisitions, and mitigation measures being or to be taken: None.

  • (8) Expected benefits and possible risks associated with any plant expansion, and mitigation measures being or to be taken: None.

  • (9) Risks associated with any consolidation of sales or purchasing operations, and mitigation measures being or to be taken: The Company is in the information service sector and does not sell physical products. Hence, this is not applicable.

  • (10)Effect upon and risk to the company in the event a major quantity of shares belonging to a director, supervisor, or shareholder holding greater than a 10 percent stake in the company has been transferred or has otherwise changed hands, and mitigation measures being or to be taken: None.

  • (11)Effect upon and risk to company associated with any change in governance personnel or top management, and mitigation measures being or to be taken: None.

  • (12)Any substantial impact upon shareholders' equity or prices for the company's securities as a result of any litigation, non-litigious proceeding, or administrative dispute involving a company director, supervisor, general manager, de facto representative, or major shareholder with a stake of more than 10 percent, and the matter which was finalized or remained pending, and dispute facts, dispute amount, commencement date of litigation, major litigation parties and progress up to the printing date of the annual report: None.

  • (13)Other important matters: None.

7. Other Items: None.

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VIII. Special Items

1. Affiliated companies

  • (1) Overview of affiliated companies

  • A. Organization chart of affiliated companies

==> picture [368 x 157] intentionally omitted <==

----- Start of picture text -----

104 Corporation
(100%) (70%) (100%)
104 104 Redpoint
Consulting Human Resource information
Corporation Consultancy Technology
(Shanghai) Co., (Shanghai) Co.,
Ltd. Ltd.
----- End of picture text -----

  • B. Name, establishment date, address, paid-up capital and major business activities of the affiliated companies:
Date of
Company name Address Capital Primary business or products
establishment
General advertising services,
6F, No. 119-1,
IT software services,
104 Consulting Baozhong Rd., NT$ 12.19 electronic information
2007.12.12
Corporation Xindian Dist., New million services, talent dispatching,
Taipei City management consultancy and
data processing services
Collecting, coordinating,
publishing, and consulting on
104 Human
human resource information;
Resource Room 1613, No. 77,

US$		 recruitment; designing and
Consultancy 2007.02.26 Meiyuan Road, Jing'an

1.1 million		 developing computer
(Shanghai) Co., District, Shanghai
software, multimedia, and
Ltd.
network systems; designing
and producing advertising
Developing network
Redpoint
Room 920, 9F, No. 11,
technologies and computer
information
Lane 4666, Gonghexin
US$
software, selling products,
Technology 2013.7.10
Road, Jing'an District, 2 million providing technical advice
(Shanghai) Co.,
Shanghai and services, and
Ltd.
management consultancy

  • C. Disclosures related to controlling and subordinate relation presumed in Article 369-3 of the Company Act: None.

  • D. Business operations covered by affiliated companies: Business operations covered by the Company's affiliated companies are general advertising services, employment services, staffing services, and management consulting.

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  • E. Name, shareholding or investment of Directors, Supervisors and General Manager of the affiliated companies:
December31,2020 December31,2020
Shares owned
Number
Name Job Title Name or Representative Percentage
of
of Shares
Shares
104 Consulting
Corporation		 Chairman 104 Corporation
Representative: Rocky Yang		 1,218,990
100.00%
Director 104 Corporation
Representative: Steven Su		 1,218,990
100.00%
Director 104 Corporation
Representative: Spring Wang		 1,218,990
100.00%
Supervisor 104 Corporation
Representative: Simon Juan		 1,218,990
100.00%
General Manager Rocky Yang - -
104 Human Resource Chairman & legal
representative		 104 Corporation
Representative: Rocky Yang		 - 70.00%
Director 104 Corporation
Representative: Joanna Huang		 - 70.00%
Consultancy (Shanghai)
Director		 Shanghai Askforce Human
Resources Co., Ltd.
Representative: Tiffany Lin		 - 30.00%
Co., Ltd.
Supervisor 104 Corporation
Representative: Steven Su		 - 70.00%
Redpoint Information Executive Director &
ll i		 104 Corporation
i k		 - 100.00%
Technology (Shanghai) ega representatve Representatve: Rocy Yang
Supervisor 104 Corporation
Representative: Spring Wang		 - 100.00%

Co., Ltd.

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  • (2) Overview of affiliated companies:
Overview of affiliated companies:
December 31, 2020 Units: NT$000
Income Earnings
Total Total Net Operating Operating (loss) in
Per Share
Name Currency Capital
Assets Liabilities Worth
Revenue
Income
the period		 (NT$)
(after tax) (after tax)
104 ConsultingCorporation NTD 12,190 56,461
20,597		 35,864 37,080 9,321 7,705 6.32
104 Human Resource Consultancy
(Shanghai) Co., Ltd.
NTD		 34,091 28,655 9,825 18,830 12,377 (8,646) (8,553) -
Redpoint information Technology
(Shanghai) Co., Ltd.		 NTD 60,365 36,397
26		 36,371 2,700 2,672 752 -
  • (3) Consolidated financial statements of affiliated companies:

Please refer to pages 122 to 172 for details.

2. Private placement of securities in the most recent fiscal year and up to the date of the annual report printed: None.

3. Holding or disposal of shares in the Company by the Company's subsidiaries in the most recent fiscal year and up to the date of the annual report printed: None.

4. Other matters that require additional description : None.

IX. Material Matters that Impacted Shareholders' Equity or Securities Price in the Most Recent Fiscal Year and Up to the Date of the Annual Report Printed: None.

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104 Corporation

Chairman Rocky Yang

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