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ACE — Annual Report 2020
May 4, 2021
52427_rns_2021-05-04_f00d3c2c-8a66-4d9b-b01a-4452c0a64dc8.pdf
Annual Report
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Stock Code: 4763
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Jinan Acetate Chemical Co., LTD.
2020 Annual Report
Notice to readers
This English-version annual report is a summary translation of the Chinese version and is not an official document of the shareholders’ meeting. If there is any discrepancy between the English and Chinese versions, the Chinese version shall prevail.
Taiwan Stock Exchange Market Observation Post System: http://newmops.twse.com.tw
Acetate Annual Report is available at: http://www. Acetate.com Printed on March 26, 2021
Spokesperson
Name: Chen, Chieh-Jui Title: Chief Financial Officer Tel: 886-2-2720-5045 E-mail:[email protected]
Deputy Spokesperson
Name: Hung, Tun-Jen Title: Audit Supervisor Tel: 886-2-2720-5045 E-mail: [email protected]
Stock Transfer Agent
Grand Fortune Securities Co., Ltd. Registrar Address:6F., No.6, Sec. 1, Zhongxiao W. Rd.,
Zhongzheng Dist., Taipei City 100, Taiwan(R.O.C.)
Tel: 886-2-2383-6888
Website:www.gfortune.com.tw
Auditors
Headquarters, Branches and Plant
Headquarters
Address:The Grand Pavilion Commercial Centre, Oleander Way, 802 West Bay Road, P.O. Box 32052, Grand Cayman KY1-1208, Cayman Islands.
Tel: 886-2� 2720-5045
Taiwan Office
Address:6F., No.18 Ln419, Guangfu S. Rd., Xinyi Dist., Taipei City 100, Taiwan(R.O.C.) Tel: 886-2� 2720-5045
Plant
Address: North Side of Taixing Street , Jibei Development Zoen, Jiyang County, Jinan City, Shandong, CHINA Tel: 86-531� 8423-2772
Deloitte Touche Accounting Firm
Auditors: Lee, Tung-Feng Huang, Yao-Ling Address: No. 100, Songren Rd., Xinyi Dist.,
Taipei City 110, Taiwan(R.O.C.) Tel.: 886-2-2725-9988
Plant
Address: East Side Of Guotai Road Mushi Town, Tengzhou City Shangdong Province, CHINA. Tel: 86-632�222-0077
Website: www.deloitte.com.tw
Plant
Overseas Securities Exchange: None
Corporate Website
http://www. acetek.com.cn
Address: East Side of Mudong Road, South Side of Guotai Road, Lunan Hightech Chemical Park, Mushi Town, Tengzhou City, Zaozhuang City, Shangdong Province, CHINA Tel: 86-632�222-0077
Contents
I. Letter to Shareholders ............................................................................................ 1 II. Company Profile 2.1 Date of Incorporation.............................................................................................. 5 2.2 Company History ……… ...................................................................................... 6 2.3 Group Structure……… .... ....................................................................................8 2.4 Risk Item ……….... .... ......................................................................................8 III. Corporate Governance Report 3.1 Organization.............................................................................................................9 3.2 Directors, Supervisors and Management Team…………………………………11 3.3 Implementation of Corporate Governance ........................................................... 25 3.4 Information Regarding the Company’s Audit Fee and Independence.................. 63 3.5 Changes in Shareholding of Directors, Supervisors, Managers and Major Shareholders……………………………………………………………………..64 3.6 The company’s Chairman, President, and Officers in charge of Financial or Accounting Affairs has served in its Certified Public Accountant Firm or its Affiliated Enterprise in the Most Recent Year ……………..…...…..64 3.7 Change in shares holding and shares pledged by directors, supervisors, managers and shareholders with 10% shareholdings or more in most recent year and as of the printed date of the annual report ………………………….…65 3.8 Top 10 shareholders who are related parties, spouses, or within second-degree of kinship to each other …………………………………………66 3.9 Number of shares held and shareholding percentage of the Company, the company’s directors, supervisors, managers and directly or indirectly controlled entities on the same investee……………………….………...………67 IV. Capital Overview 4.1 Capital and Shares………………………………………………………….……68 4.2 Status of shareholders …………………………………………………………68 4.3 Shareholding Distribution Status ……………………………………………69 4.4 List of Major Shareholders………………………………..…………………...69 4.5 Market Price, Net Worth, Earnings, and Dividends per Share………….…..70 4.6 Dividend Policy and Implementation Status ………………………..……...…71 4.7 The impact of stock dividend distributions contemplated for the current fiscal year on company operating performance and earnings per share share…………72 4.8 Remuneration of employees, directors and supervisors……………………….72 4.9 Buy-back of Treasury Stock…………………………………………………..73 4.10Bonds…………….……………………………………………………….……74 4.11Status of New shares issuance in Connection with Preferred stock, Global Depository Receipts(GDR), Employee stock warrants, Employee restricted stock awards, Mergers and Acquisitions …….…………………………….……77 4.12 Implementation of fund utilization plan………………………………………77
V. Operational Highlights 5.1 Business Activities……………………………………………………………….78 5.2 Market and Sales Overview…………………………………….………..………95 5.3 Human Resources……….………………………………………………………103 5.4 Environmental Protection Expenditure…………...……………………………104 5.5 Labor Relations…………………………………………………………………104 5.6 Important Contracts……………………………..………………………………106 VI. Financial Information 6.1 Five-Year Financial Summary………………………………………….……108 6.2 Five-Year Financial Analysis…………………………………………….……110 6.3 Supervisors’ or Audit Committee’s Report in the Most Recent Year…………113 6.4 Financial Statements for the Years Ended December 31, 2020 and 2019, and Independent Auditors’ Report………………………………..…………………114 6.5 Consolidated Financial Statements for the Years Ended December 31, 2020 and 2019, and Independent Auditors’ Report………………………………….……114 6.6 Financial Difficulties, if any, Encountered by the Company and its Affiliated Companies in the Most Recent Year and up to the Publication of the Annual Report, and Its Impact on the Company’s Financial Status……………….……114 VII. Review of Financial Conditions, Operating Results, and Risk Management 7.1 Analysis of Financial Status…………………………………………………….115 7.2 Analysis of Operation Results……………………………………………..….116 7.3 Analysis of Cash Flow…………………….…………………..………………117 7.4 Major Capital Expenditure Items………………………………………………118 7.5 Investment Policy in Last Year, Main Causes for Profits or Losses, Improvement Plans and the Investment Plans for the Coming Year……….…118 7.6 Analysis of Risk Management…………………………………………….….120 7.7 Other important matters………………………………………………….……..126 VIII. Special Disclosure 8.1 Summary of Affiliated Companies……………………………………..….…127 8.2 Private Placement Securities in the Most Recent Years…………………..….…129 8.3 The Shares in the Company Held or Disposed of by Subsidiaries in the Most Recent Years………………………………………………….……129 8.4Other necessary supplementary explanations…………………..….…129 8.5 In the most recent year and as of the publication date of the annual report, if there are any matters determined in Term 2, Item 2, Article 36 of the Securities Exchange Act that have significant impacts on shareholders’ equity or securities prices ……………….………………………………….…. 129 8.6 Description of Significant Differences on Regulations Pertaining to the Protection of Shareholders' Equity in the Republic of China……............…..…129
Letter to Shareholders
Dear Shareholders,
First, we would like to thank all of you for your support and encouragement for the past year. The Company’s business result of 2020 is hereby reported as follows:
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I. Business Result of 2020
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(i) Result of Implementation of Business Plan
In 2020, the consolidated revenue of the Company was NT$2,353,380 thousand, which is 8.20% more than NT$2,174,990 thousand of last year. The consolidated net profit after tax was NT$509,581 thousand, which is 53.83% more than NT$331,257 thousand of last year. Revenues from tow and flake in this period both hit a record high. Although the world is affected by COVID-19, overall, the changes in the company's product portfolio are conducive to profitability. The increase in gross profit margin is mainly due to the continuous optimization of the manufacturing process and production efficiency improvement and expanding economies of scale . Tow revenue increased by 9.17% compared with last year, and vinegar tablets increased by 5.82% compared with last year.
Therefore, the Company will continue to develop better specifications for products and be devoted to integrate upstream materials to reduce cost further. In addition to maintaining existing customers, the Company will also develop niche market, look for strategic alliance and expand supply. Basically, the Company remains optimistic for the growth of business in the future.
(ii) Analysis of Financial Incomes and Expenses and Profitability
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Items Year 2019 Year 2020
Financial Debt Ratio 46.92 48.27
structure Ratio of long-term capital to property, plant
167.92 244.10
(%) and equipment
Return on asset (%) 14.32 18.67
Return on equity (%) 24.87 34.19
Profitability Pre-tax income to paid-in capital (%) 74.08 108.24
Profit ratio (%) 15.23 21.65
Earnings per share (NT$) 6.52 10.07
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The ratio of liabilities to assets in 2020 is slightly higher than that in 2019, and the ratio of long-term capital to real estate, plant and equipment in 2020 is higher than that in 2019, which is mainly due to convertible corporate bonds and enrich working capital.
The return on assets, return on equity, Pre-tax income to paid-in capital, and Profit ratio and Earnings per share in 2020 are all better than 2019, mainly due to the company’s 2020 pre-tax and tax The net profit afterwards has improved compared with 2019.
(iii) Status of R&D
As for the R&D direction, the Group not only continues to develop and improve manufacturing process to strengthen its ability of production and manufacturing, but also designs different process conditions. In addition to applying its experience obtained from current products, the Group also develops relevant material parameters, equipment parameters and craftwork parameters. To develop new products, a company has to accumulate necessary technology and experience. With such technology and experience, a company is then able to mass-produce new products with high yield and high quality to enhance the technical threshold for the industry. The Company, after making effort for many years, has obtained a high level of technology maturity, and its relevant products have also been recognized by lots of companies in more than 50 countries in the word.
II. Summary of Business Plan of 2021
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(i) Guidelines for Management
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Focus the niche market with growth potential in an emerging country, and make revenue grow stably.
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Focus on development of the products with special specifications of cellulose diacetate tow, in addition to the products with general specifications, to satisfy the requirements of specifications required by customers in the world.
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Strengthen on-the-job training for existing employees, enhance R&D ability, and cooperate with external resources, including institute of science and technology and relevant agencies, to positively research and develop the strategy of applying acetate fiber materials to products, in order to accumulate experience and develop new technology rapidly and
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ensure and enhance competitiveness in research and development.
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Provide sound technical service, and customize diversified products with stable quality and a small quantity based on the need for products required by the customer.
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Continue to look for opportunities of integrating upstream and downstream suppliers vertically, reduce cost and expand downstream supply.
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(ii) Important Production and Marketing Policies
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Develop niche markets in Africa, Middle East, South America and Southeast Asia by participating international and famous trade shows, applying the experience obtained from transactions with emerging economies and countries, or through the services provided by the agent.
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Possess the ability of manufacturing the products with general specifications, and also focus on development of the products with special specifications to satisfy the requirements of specifications required by customers in the world.
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Formulate a long-term plan to apply acetate fibers to other applied products to expand the level of application of products.
III. Corporate Future Development Strategy
- (i) Development of Products
Due to advanced production technology, only several large manufacturers produce cellulose acetate tow. It has been an oligopoly market. As acetic anhydride tablets have been mass-produced in recent years, products have even been developed towards spectacle frames, handles of hand tools and other applications. The Company will continue to cultivate research in technology of cellulose acetate to strengthen its product competitiveness and enhance its market share.
- (ii) Marketing Strategy
Maintain existing customers, positively look for potential customers by participating trade shows overseas, develop in an emerging country the market that has potential in order to expand business, and choose quality customers to be partners in business and grow with the partners.
(iii) Production Strategy
The Company formulates many R&D plans every year aiming to not only develop new product specifications, but also focus on improvement of
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craftwork of process, enhancement of efficiency, and increase of percentage of automated production. It also integrates upstream suppliers to reduce production cost per unit.
IV. Influence of External Competitive Environment, Regulatory Environment and Overall Business Environment
The Company, which has autonomous technology of cellulose acetate tow and cellulose acetate (tablet), is able to cooperate with the tobacco company in the monopolistic or oligopoly market of every country. In recent years, the Company has expanded export business positively and broken into the niche market successfully. In addition to the products with general specifications, special specifications are also researched and developed in order to satisfy the demands specified by different customers. The Company also continues to develop environment-friendly products, enhance ability of production and quality control and increase its market share.
Last but not least, we would like to thank all the shareholders, customer, and colleagues for your long-term contributions and efforts to the development of the company, and to thank you for your encouragement and support, so that the company can continue to thrive.
We wish you good health and all the best.
Sincerely yours,
Chairman: Wang, Ko-Chang
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I. Company Profile
2.1 Date of Incorporation:
The Group's operating base, Jinan Acetate Chemical Co., Ltd. (hereinafter is called the Jinan Grand Nature Co. Ltd.) was established in October 1999, and the holding company My Parents Living Technology Limited (hereinafter is called the My Parents Co. Ltd.) was established in October 2012 and participated in the investment of Jinan Acetate Chemical Co., Ltd. in February 2013. All shareholders of Jinan Acetate Chemical Co., Ltd. except My Parents Co. Ltd. transferred their shares in Jinan Acetate Chemical Co., Ltd. to My Parents through the share exchange in November 2013. Co. Ltd., which makes My Parents Co. Ltd. 100% owned by Jinan Acetate Chemical Co., Ltd., and the shareholders of these Jinan Acetate Chemical Co., Ltd. become shareholders of My Parents Co. Ltd. Subsequently, Jinan Acetate Chemical Co., LTD. (i.e. the Materials KY) was incorporated in the Cayman Islands in September 2014, and all shareholders of My Parents Co. Ltd. transferred their shares of My Parents Co., Ltd. to the Materials KY, which allowed Materials KY to hold 100% of the My Parents Co. Ltd. shares, and the original My Parents Co. Ltd. shareholders converted their shares to the Materials KY shares with the same proportion, while My Parents Co . Ltd. still holds 100% of the shares of Jinan Acetate Chemical Co., Ltd. The Company thus has completed restructured the group structure. Next, the Company considered the group operation and established a representative office in Taiwan in January 2015, which is responsible for the maintenance of public information.
In order to expand the operation scale, the Company will continue to integrate upstream and downstream manufacturers to save production costs and increase operating income. Therefore, since 2016, we will cooperate with Yankuang Lunan Chemical Co., Ltd. (hereinafter is called the Lunan Chemicals) and the downstream strategic investment the Thy Glory Ltd. (hereinafter is called the Thy Glory Ltd.) jointly established the Acetek Material Co., Ltd. and it has obtained 80% of the operating rights of the joint venture company.
The Company's main business is the R&D, production and sales of cellulose diacetate, cellulose acetate tows and other related products, mainly used in cigarette filters or products with filtering effect. The Group is mainly produced in China with low cost labor. The Company actively develops and improves product processes with customers, realizes customer needs and improves production
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efficiency; wins customer trust and becomes a long-term partner of customers. On the other hand, we also provide customized services to develop different specifications of diacetate tows per customer needs. In addition, we participate in worldwide exhibitions irregular and increase the exposure of our products. We have gradually opened up many new markets and customers, and gradually grow in steady manner.
2.2 Company History
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Year Milestones
Established the Jinan Julong Fiber Co., Ltd. in Shandong, China that
1999
produces nylon air textured yarn.
Jinan Julong Fiber Co., Ltd. changed its name to Jinan Daziran Fiber Co.,
2002
Ltd.
Jinan Daziran Fiber Co., Ltd. invested new plant to produce cellulose
2005
acetate tows; the annual capacity is 2,000 tons.
Jinan Daziran Fiber Co., Ltd. changed its name to Jinan Acetate Chemical
2006
Co., Ltd.
Jinan Acetate Chemical Co., Ltd. expanded cellulose acetate tows
production capacity, equipped metering pump transmission devices on the
equipment, changing the metering pumps from horizontal to saddle in
operation; filtering core changed from box closure to independent unit
2008
control; hot air changed from umbrella cap type to the flat air-filled buffer
type; changed the air-return air duct to independent one and adjustable
independently, which increased the annual production capacity to 3,000
tons.
Jinan Acetate Chemical Co., Ltd. obtained the product quality certification
of customer Taeyoung Industry Corporation.
Jinan Acetate Chemical Co., Ltd. developed a swing-type pendulum
2009 machine and a linear pendulum machine for the pendulum state and wire
condition of the wire-wound machine in the process. In order to improve
the filtration quality and reduce the breakage, developed the core filter and
a obtained the respective patent certificate.
Jinan Acetate Chemical Co., Ltd. expanded the production capacity of
cellulose acetate tows again and changed the return air from the jacket to
the one-side air recovery unit. The annual production capacity was
expanded to 4,000 tons.
Developed and changed the tow to wire-forming structure; developed a
2010
bundle roller device for cellulose acetate fiber in the R&D process of
equipment. In addition, the process has increased the stability and
uniformity of metering pumps; developed a cellulose fiber spinning
metering pumps. Moreover, certify that the slurry quality meets the
specifications. Developed the spinning solution viscosity detection
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devices and obtained the respective patent certificate. In November, Jinan Acetate Chemical Co., Ltd. awarded the High-Tech Enterprise Certificate. The equipment process improved the filtration quality and able to produce 2012 fine single nylon strands. The double-filter core filter has been developed. In order to ensure that the drying condition of tows in channel is more stable and adjustable, the spinning damper has been developed and obtained the respective patent. In January, Jinan Acetate Chemical Co., Ltd. increased USD 3 million registered capital; the registered capital after the increment was USD 851.44 million, and the paid-up capital was USD 8,154,400. In August, the second plant of Jinan Acetate Chemical Co., Ltd. was put into mass production and changed the channel structure. The air supply and air distribution control valves were installed in each channel; the annual production capacity was expanded to 8,000 tons. In November, Jinan Acetate Chemical Co., Ltd. was 100% owned by the My Parents Living Technology Limited. 2013 In December, Jinan Acetate Chemical Co., Ltd. renamed to the Jinan Acetate Chemical Co., Ltd. Equipment improvement: In order to reduce the damage of the crimping machine, reduce the generation of waste wire and improve human dependence status, the R&D has developed the automatic docking device between the fiber tows and crimping machine. In order to reduce the replacing times of crimping machine and make the crimping machine operates more stable, developed a fiber tow crimping swing arm with the respective patent certificate obtained thereof. In September, Jinan Acetate Chemical Co., Ltd. awarded the Top 100 Taiwan-invested enterprises in Shandong Province through the Shandong Provincial Economic and Information Technology Commission and the Shandong Provincial Department of Commerce. In September, applied for establishing the Jinan Acetate Chemical Co., Ltd. in Cayman for the first time, the English name is Jinan Acetate Chemical Co., Ltd. (Materials KY), all shareholders of My Parents Co. Ltd. transferred all shares to through shares-exchange way, the Materials KY holds 100% equity of Jinan Acetate Chemical Co., Ltd., mainly for 2014 launching the stock exchange market in Taiwan and restructuring the organization. In December, the Materials KY received the certificate of acceptance of new products and new technologies from the Shandong Provincial Economic and Information Technology Commission. Equipment improvement: In order to reduce the time loss from yarn breakage, a crimping machine has been developed. In order to reduce the loss of acetone and increase production speed, an acetone gas adsorption treatment device for fiber tows production has been developed; In order to
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make the single production line into two for special manufacturing
process, a multi-fiber-tow drying and swinging device was developed; and
in order to make the wind adjustment finer and reduce yarn breakage
chance, a spinning device channel air supply device was developed with
patent certificate obtained thereof. Through equipment improvement and
process R&D, we’ve removed the critical difficulty and achieved a
theoretical capacity of 9,000 tons.
TWSE approved Materials KY the listing, in November the Materials KY
2015
stock was officially listed on TWSE.
Increase the tows production line and increase the theoretical capacity to
10,000 tons.
2016 In July, Materials KY made a joint venture with Lunan Chemicals to
establish Acetek Material Co., Ltd.; the plant’s theoretical production
capacity of vinegar sheets is 20,000 tons.
In June, the First Domestic Unsecured Convertible Corporate Bonds were
issued in Taiwan, ROC, the funds raised are NT$505 million.
In June, Acetek Material Co., Ltd. made trial production; successfully
produced spinning grade and plastic grade vinegar sheets in Q3.
2017
Extended the tows production line capacity to 11,000 tons of theoretical
capacity.
Jinan Acetate Chemical Co., Ltd.(China) has 80% ownership of Acetek
Material Co., Ltd.
Increase the tows production line and increase the theoretical capacity to
13,000 tons.
In February, Acetek Chemical Co., Ltd. was established, holding 80% of
2019 the shares, the strategic investment in Eleung Ltd., the Hong Kong
subsidiary of LA / ES, Italy's second largest acetate plate.
In December, Acetek Material Co., Ltd passed the qualification of High-
Tech Enterprise.
In June, Acetek Momentum Co., Ltd. was established to build an acetic
anhydride plant with a theoretical capacity of 60,000 tons.
In September, the Second Domestic Unsecured Convertible Corporate
2020 Bonds were issued in Taiwan, ROC, the funds raised are NT$606 million.
Increase the tows production line and increase the theoretical capacity to
15,000 tons.
Increase the flakes production line and increase the theoretical capacity to
25,000 tons.
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2.3 Group Structure � Please refer to VIII. Special Disclosure.
- 2.4 Risk Item�Review of Financial Conditions, Financial Performance, and Risk Management.
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II. Corporate Governance Report
3.1 Organization
3.1.1 Organizational Chart
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Shareholders’
Audit Committee
Board of Director
Remuneration
Audit
Committee
Chairman Office
President Office
Vice President Office
Administration Production Dept. Development Research & Public Works Accounting Finance & Sales
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3.1.2 Major Corporate Functions
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Department Functions
Establish operating plan and strategic guideline for company
Chairman Office
business operation and organizational management.
Supervise the business and financial status of the Group, the
Audit Committee appropriate expression of financial statements and effective
implementation of internal control.
Set and regularly review the policy, system, standard and
structures of directors’ and managers' performance assessment
Remuneration Committee
and salary & remuneration; and regularly assess and decide the
remuneration of directors and managers.
Responsible for evaluating and implementing the Company's
auditing business and internal control; set forth improvement
Audit
suggestions and continue to track down and improve the
progress.
Perform the matters decided by the Board Of Directors;
General Manager Office comprehensively implement the Company's business objectives
and future development.
Assist the general manager in daily affairs and project tasks;
Vice President Office coordinate the Company's R&D resources and draft the R&D
direction.
Responsible for the planning of Company's product sales,
customer service, market development strategy and developing
Sale direction; and the procurement and customs logistics of raw
materials required for manufacturing; and make suitable
adjustment of procurement strategy with market status.
Responsible for the development of new products and
Research & Development specifications, production processes improvement and
upgrading of automatic production.
Handle the production technology, online quality control,
products manufacturing, schedule management, on-site
management and related operations.
Production Department
Responsible for the construction of hardware facilities related to
manufacturing, machine maintenance, production process design
and related operations.
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Relation
Name
degrees of kinship
Executives, Directors or Supervisors who are spouses or within two Title
February. 17, 2021
Other Position
Bright Pearl Enterprises Ltd.-Director Fei yue Engineering Ltd.-Director Jinan Hezhen Industry & Trade Co., Ltd.-President Jinan Acetate Chemical Co., Ltd.-President Acetek Material Ltd.- President Acetek Momentum Co., Ltd.-President Formosan Rubber Group Inc.-President Frg Development Inc,- President Formosan Construction Co., - President Rui-Fu International Co., Ltd.- President Fong-Han International Co., Ltd.- Director Chen His Investment Co., Ltd.-Supervisor CASA I LTDA.-
�
Experience Education
�
Fiber Tech., National Taiwan University of Science and Technology Jinan Julong Fiber Co., Ltd.- Assistant Vice President Jinan Juda Fiber Ltd.- General Manager Jinan Acetate Chemical Co., LTD.-Chairman Taiwan Business Association of Jinan City- President National Association of Taiwan Enterprises- Vice president University of San Francisco SinoPac Financial Holding Co., Ltd..-Director Bachelor of International
�
Shareholding by Nominee Arrangement Shares
�
Minor
Spouse &
Shareholding Shares
�
35.26% 7.35%
Current
Shareholding Shares 18,010,300 3,756,100
�
35.26% 7.39%
Shareholding when Elected Shares 18,010,300 3,774,100
Date First Elected Sep. 25, 2014 Dec. 4, 2014 Dec. 4,
3 3 3
Term (Years)
Date Elected Jun. 23, 2020 Jun. 23, 2020 Jun. 23,
M M M
Gender
Ltd.,
Name
Bright Pearl
Enterprises Ltd. Representative: Wang, Ko-Chang Amacron Trading Representative: Hsu, Cheng-Tsai Macrifer Trading
Samoa R.O.C. R.O.C. Brazil
Nationality / Country of Origin Hong Kong
Title
Chairman Director Director
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Managing DirectorHead of Leaf Tobacco and Commercial Departments of Brasfumo Ind. Brasileira de fumos S.A. Jinan Acetate Chemical Co., Ltd. -Director Reliance Securities Co.,Ltd. -President Quanju Julong biotech companies-director Acegreen Eco-Material Technology Co., Ltd.-Supervisor Acelon Chemicals & Fiber Co.,- Director of the chairman’s office . Seychelles Ocean Waves International Trading Ltd.- President Cayman Great Elite Inc.-Director
td.- CFO
Relations, University of UNISC Brasfumo Ind. Brasileira de Fumos S.A- Commercial Director Brasfumo Ind. Brasileira de Fumos S.A- Sales Manager Diomnd Italy s.r.l.-Factory Manager Matter & Fensterseifer Ltda.- General Manager Oriental Theological Seminary Sheraton Hotel-General Manager Special Assistant France La Model- Sales Manager Brazil United Manda trading Co.,-Sales Manager Brazil S2 Solar Ltd.-Overseas representative Master of Business Administration, National Taipei University Taiwan Depository and Clearing Corp.-General Manager Department of Chemical Engineering, National Taipei University of Technology. Acelon Chemicals & Fiber Co.- General Manager. Tuo-Xin Investment Co., - Director Li-Xiang Investment Co., -Director Ju-Neng Investment Co., -Director Ju-Mao biotech companies-supervisor Formosa Chemical & Fibre Co.,-Production Manager Formosa Chemical & Fibre Co.,-R & D officer Master of Business Administration(MBA), St. John's College Newegg Inc.-CFO of Greater China Prescope Technologies Co., L
16.93% 16.93%
8,648,200 8,648,200
25.37% 25.37%
11,792,000 11,792,000
2014 Dec. 4, 2014 Jun. 23, 2020 Dec. 4, 2014 Dec. 4, 2014
3 3 3 3
2020 2017 2020 2020 2020
Jun. 28, Jun. 23, Jun. 23, Jun. 23,
M M M M
Sociedad Sociedad
Representative: Macrifer Trading Representative: Yang, Li-Min Meng, Ching-Li Lin, Tzer-Jong Lin, Wen-Cheng
Ericson Fensterseifer
Uruguay Brazil R.O.C. R.O.C. R.O.C. R.O.C.
Former Director Director Director Director r
Independent Independent
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| Tsannkuen Co., Ltd.- Finance Manager Clevo Co., Buynow Division- CFO Celestial Entertainment Inc.- Financial Manager Polaris Securities Co., Ltd. Capital Market Dept.-Senior Officer KPMG CPA Firm-Senior |
|
|---|---|
Yu Jingji International Trade Co., Ltd.- President |
|
| Department of Spinning, St. John's and St. Mary's Institute of Technology Zhanhong International Enterprise Co., Ltd- CEO Yu Jingji Food Enterprise Co., Ltd- President |
|
| Jun. 28, 2019 |
|
| 1 | |
| Jun. 23, 2020 |
|
| M | |
| Yu, Ching-Hsien | |
| R.O.C. | |
| Independent Director r |
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Major shareholders of the institutional shareholders
| February. 17, 2021 Name of Institutional Shareholders Major Shareholders |
February. 17, 2021 Name of Institutional Shareholders Major Shareholders |
|---|---|
| Bright Pearl Enterprises Ltd. Wang, Ko-Chang (100%) |
|
| AMACRON TRADING LIMITED Amacron International(B.V.I) Limited (100%) |
|
| MACRIFER TRADING SOCIEDAD ANONIMA |
Juan Antonio Bruno Perroni (100%) |
Major shareholders of the Company’s major institutional shareholders
February. 17, 2021
| February. 17, 2021 | |
|---|---|
| Name of Institutional Shareholders | Major Shareholders |
| Hsu Cheng-Tsai(60%) | |
| Amacron International(B.V.I) Limited | Hsu Yu-Ting(40%) |
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- - - - - - -
Director
Number of Other Public Companies in Which the Individual is Concurrently Serving as an Independent
12 - - - � � � �
11 � � � � � � �
10 � � � � � � �
9 � � � � � � �
February. 17, 2021
8 � � � � � � �
7 - - � � � � �
6 � � � � � � �
5 - - � � � � �
4 � � � � � � �
Independence Criteria(Note)
3 � � � � � � �
2 - - - � � � �
1 - � � � � � �
� � � � � � �
Have Work Experience in the Areas of Commerce, Law, Finance, or Accounting, or Otherwise Necessary for the Business of the Company
- - - - - � -
A Judge, Public Prosecutor, Attorney, Certified Public Accountant, or Other Professional or Technical Specialist Who has Passed a National Examination and been Awarded a Certificate in a Profession Necessary for the Business of the Company
Least Five Years Work Experience
- - - - - - -
Meet One of the Following Professional Qualification Requirements, Together with at
An Instructor or Higher Position in a Department of Commerce, Law, Finance, Accounting, or Other Academic Department Related to the Business Needs of the Company in a Public or Private Junior College, College or University
Criteria
Ltd.)
Wang, Ko-Chang HSU Cheng-Tsai Meng, Ching-Li Lin, Tzer-Jong Lin, Wen-Cheng Yu, Ching-Hsien
Name ( Representative of Bright Pearl Enterprises ( Representative of Amacron Trading Ltd.,) Ericson Fensterseifer ( Representative of MACRIFER TRADING SOCIEDAD ANONIMA)
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-15-
-16-
-17-
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Relation
Kinship
Name
Within Two Degrees of
Title
Managers who are Spouses or
- - - - -
Other Position
Bright Pearl Enterprises Ltd.- Director Fei yue Engineering Ltd.- Director Jinan Hezhen Industry & Trade Co., Ltd.-President Acetek Material Ltd.-President
�
Education
�
Experience
Fiber Tech., National Taiwan University of Science and Technology Acelon Chemicals & Fiber Co.,- Assistant Vice President Jinan Juda Fiber Ltd.- General Manager Jinan Acetate Chemical Co., LTD.-Chairman Taiwan Business Association of Jinan City- President National Association of Taiwan Enterprises- Vice president Department of Accounting, Soochow University KPMG CPA Firm- Auditor Yuanta Securities Co., Ltd. Investment Banking Dept.- Manager KD Leisure Development Co., Ltd-CFO Department of Accounting, National Chengchi University Deloitte CPA Firm- Audit Department Manager GOODONG INDUSTRY CO., LTD.-CFO Guaduate Institute of Finance, National Taiwan University of Science and Technology KPMG CPA Firm-Senior Test Research, Inc.- Financial Manager UC & GN International Corp.-Financial Assistant Vice President National Taiwan Normal University EMBA NAN TSAN CO., LTD.-Audit Manager ChenFull International Co., Ltd.-Deputy Manager of Finance Department China Petrochemical Development Corporation-Senior Manager Department of Industrial electrical and automation, Textile
� - - - - - -
- - - - - -
Shareholding by Nominee Arrangement Shares
� - - - - - -
- - - - - -
Shareholding Shares
Spouse & Minor
� - - - -
0.004 0.00004
Shareholding Shares - 2,000 - 19 - -
Date 2014 2014 2020 2019 2020
Effective Dec. 4, Dec.04, Aug.05, Mar. 26, Aug. 21, Dec. 01,
Name
Wang, Ko-Chang Wang, Sheng-Pin Chen, Chieh-Jui Lin, Ya-Fen Hung, Tun-Jen Meng, Ching-Li
Nationality / Country of Origin R.O.C. R.O.C. R.O.C. R.O.C. R.O.C. China
Title Chairman Former CFO CFO Former Audit Supervisor Audit Supervisor General Manager
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----- Start of picture text -----
- - - - - - -
University of China Jinan Chemical Fiber Factory- Engineer Jinan Juda Fiber Co., Ltd.-Factory Manager Branch Campus of Beijing University of Aeronautics and Astronautics, Major of Mechanical Design and Manufacturing Jinan Juda Fiber Co., Ltd.-Deputy Factory Manager Shandong University, Department of Chemistry Jinan Juda Fiber Co., Ltd .-Sale Dept. Assistant Manager Financial Accounting, Correspondence College of Fudan University Jinan Huasang Gas Co., Ltd.- Financial Officer Shandong Tianhui New Energy Co., Ltd.- Financial Manager Jinan Acetate Chemical Co., Ltd.- Financial Director Materials Chemistry, Laiyang Agricultural College Jinan Juda Fiber Co., Ltd.-Section Manager Department of chemical engineering and technology, college of chemical engineering and materials, heilongjiang university Coating process engineer of foxconn technology co., LTD. (yantai industrial park) Chemical design engineer of Beijing landmarkdesign co., LTD. Acetek Material Ltd.- deputy Factory Manager Chemical Engineering and Technology, Liaocheng University Jinan Juda Fiber Co., Ltd.- deputy Factory Manager Bachelor of Laws, Jinan University Shandong Sangle Solar Energy Co., Ltd.- Marketing Area Manager Jinan Acetate Chemical Co., Ltd.-Human Resource deputy Section manager
- - - - - - -
- - - - - - -
- - - - - - -
- - - - - - -
- - - - - - -
- - - - - - -
2010 Dec. 01, 2007 Jan. 20, 2013 Feb. 24, 2015 Jun. 26, 2017 Jan. 4, 2019 Dec. 01, 2007 Jul. 02, 2014
Sun,Jing Liu, Zhen
Zhu, Zhang-Chao Zhao, Jin-Po Zhang, Ai-Feng Liang, Ji-qiang Zhang, Xue-Zhong
China China China China China China China
Vice President Sales Director Financial Manager Vice President Vice President Factory Chief & Huma Resource Supervisor Former Huma Resource Manager
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Compens ation Paid to Directors from an Invested Compan y Other than the Compan y’s Subsidiar y -
All ts 1.59 0.38
companies in the financial statemen
+G) to Net Income (%)
Ratio of Total Compensation 0.38
(A+B+C+D+E+F 1.36
- -
Stock
the financial statements -
All companies in Cash 3,000
- -
Stock
�������������������������
-
The company Cash 3,000
-
All ts -
(F) companies in the financial statemen
-
-
�������
-
All companies in the financi al stateme nts 2,800
-
Relevant Remuneration Received by Directors Who are Also Employees
Salary, Bonuses, and Allowances (E) 2,800
All companies in the financ ial state ments 0.45 0.38
(%)
Net Income
Ratio of Total Remuneration (A+B+C+D) to 0.21 0.38
All companies in the finan cial state ments 48 99
(D)
Allowances 48 99
C)( All companies in the financia l stateme nts 1,000 -
Bonus to
Directors -
1,000
Remuneration (B) All companies in the finan cial state ments - -
������� - -
All companies in the financi al stateme nts 1,199 1,800
Base
-
Compensation (A) 1,800
Name
Wang, Ko-Chang Hsu, Cheng-Tsai Ericson Fensterseifer Yang, Li-Min Meng, Ching-Li Lin, Tzer-Jong Lin, Wen-Cheng Yu, Ching-Hsien
Title Chairman Director Director Former Director Director Independe nt Director Independe nt Director Independe nt Director
The company
The company
The company
The company
The company
The company
The company
The company
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-20-
==> picture [302 x 667] intentionally omitted <==
----- Start of picture text -----
- - - - - - - - 8
statements
Companies in the Yu, Ching-Hsien Wang, Ko-Chang,
consolidated financial
Hsu, Cheng-Tsai, Ericson Fensterseifer, Yang, Li-Min, Meng, Ching-Li Lin, Tzer-Jong, Lin, Wen- Cheng,
- - - - - - - - 8
Total of (A+B+C+D+E+F+G)
The company Yu, Ching-Hsien Wang, Ko-Chang,
Hsu, Cheng-Tsai, Ericson Fensterseifer, Yang, Li-Min, Meng, Ching-Li Lin, Tzer-Jong, Lin, Wen- Cheng,
Name of Directors
- - - - - - - - 8
statements
Yu, Ching-Hsien Wang, Ko-Chang
Companies in the
consolidated financial
Hsu, Cheng-Tsai, Ericson Fensterseifer, Yang, Li-Min, Meng, Ching-Li Lin, Tzer-Jong, Lin, Wen- Cheng,
Total of (A+B+C+D)
- - - - - - - - - 8
The company Yu, Ching-Hsien
Wang, Ko-Chang, Hsu, Cheng-Tsai, Ericson Fensterseifer, Yang, Li-Min, Meng, Ching-Li Lin, Tzer-Jong, Lin, Wen- Cheng,
Range of Remuneration
Under NT$ 1,000,000 NT$1,000,000 ~ NT$2,000,000 NT$2,000,001 ~ NT$3,500,000 NT$3,500,001 ~ NT$5,000,000 NT$5,000,001 ~ NT$10,000,000 NT$10,000,001 ~ NT$15,000,000 NT$15,000,001 ~ NT$30,000,000 NT$30,000,001 ~ NT$50,000,000 NT$50,000,001 ~ NT$100,000,000 Over NT$100,000,000 Total
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----- Start of picture text -----
-
��������������
���������������
������������������ �������������������� ���������������������
2.36
the financial statements
All companies in
��������
���������������������� 1.70
����������������������������
-
Amount of stock
All companies in the financial statements Cash dividend 3,600
-
Amount of stock
���������������������������
The Company
Cash dividend 3,600
1,284
All companies in the financial statements
allowances, etc.
Bonuses and special
552
107
All companies in the financial statements
Pension (B)
64
6,911
All companies in the financial statements
������������ 4,369
Name
Wang, Ko-Chang Meng, Ching-Li Zhu, Chang-Chao Zhang, Ai-Feng Liang, Ji-Qiang Wang, Sheng-pin Wang, Sheng-pin
Job title CFO
Chairman President Jinan Acetate
( Chemical Co., Ltd.) Vice President Vice President Vice President Former CFO
The Company
The Company
The Company
The Company
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-22-
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----- Start of picture text -----
- - - - - - - 7
0.71%
Liang, Ji-Qiang Chen, Chieh-Jui Wang, Ko-Chang
financial statements to Net Income (%)
Ratio of Total Amount
Companies in the consolidated Meng, Ching-Li, Zhu, Chang-Chao, Zhang, Ai-Feng, Wang, Sheng-Pin,
Total 3,600
Unit: NT$ thousands
Name of President and Vice President 3,600
- - - - - - - 7 - in Cash
Employee Bonus
The company Wang, Ko-Chang
Zhang, Ai-Feng, Liang, Ji-Qiang
Meng, Ching-Li, Zhu, Chang-Chao, Wang, Sheng-Pin , Chen, Chieh-Jui
-
- in Stock
Employee Bonus
(Fair Market Value)
Name
Wang, Ko-Chang Chen, Chieh-Jui
Range of Remuneration
Title CFO
Chairman
Manager
Under NT$ 1,000,000 NT$1,000,001 ~ NT$2,000,000 NT$2,000,001 ~ NT$3,500,000 NT$3,500,001 ~ NT$5,000,000 NT$5,000,001 ~ NT$10,000,000 NT$10,000,001 ~ NT$15,000,000 NT$15,000,001 ~ NT$30,000,000 NT$30,000,001 ~ NT$50,000,000 NT$50,000,001 ~ NT$100,000,000 Over NT$100,000,000 Total
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-23-
-
3.2.4 Comparison of Remuneration for Directors, Supervisors, Presidents and Vice Presidents in the Most Recent Two Fiscal Years and Remuneration Policy for Directors, Supervisors, Presidents 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, presidents and vice presidents of the Company, to the net income.
| 2019 2020 |
|
|---|---|
| ����� | This company All subsidiaries in the financial report This company All subsidiaries in the financial report |
| Director | 3.39% 4.88% 2.29% 3.19% |
| President and Vice President |
- B. The policies, standards, and portfolios for the payment of remuneration, the procedures for determining remuneration, and the correlation with business performance.
The Company has established the Audit Committee and The Company's Remuneration Committee currently consists of 3 Independent Directors. The policy for payment of compensation for Directors and Managerial officers is set by the Remuneration Committee, having taken into account the individual's position, level of participation, contributions to Company operations, as well as reference to the industry standards. The Remuneration Committee shall also regularly evaluate performance appraisal of Directors and Managerial officers.
-24-
3.3 Implementation of Corporate Governance
3.3.1 Board of Directors
A total of 14(A) meetings of the board of directors were held in 2020 and as of the date of this annual report. The attendance of director and supervisor were as follows:
==> picture [479 x 516] intentionally omitted <==
----- Start of picture text -----
Title Name Attendance in By Attendance Rate Remarks
Person (B) Proxy (%)��/��
Chairman Wang, Ko-Chang 14 - 100%
Director HSU, Cheng-Tsai 13 1 93%
Step down on Jun. 23,2020
Former
Yang, Li-Min 3 1 75% and he attended 4 board of
Director director’s meetings
Took office on Jun. 23,2020
Director Meng, Ching Li 9 1 90% and he attended 10 board of
director’s meetings
Director Ericson Fensterseifer 13 1 93%
Independent 14 - 100%
Lin, Tzer-Jong
director
Independent Lin, Wen-Cheng 14 - 100%
director
Independent Yu, Ching-Hsien 14 - 100%
director
Other mentionable items:
1. If there are circumstances referred to in Article 14-3 of the Securities and Exchange Act and resolutions
of the directors’ meetings objected to by independent directors or subject to qualified opinion and
recorded or declared in writing, the dates of the meetings, sessions, contents of motion, all independent
directors’ opinions and the company’s response should be specified:
Response to
Opinions of
the
all
Date Terms Communication Content independent
Independent
director’s
Directors
opinion
The 20 [th]
meeting Approved as
20200317 Proposal to buy back of shares for transferring to employees. Consent
of the 3 [rd] proposed
term.
1. Adoption of the Proposal for Distribution of 2019 Profits.
The 21 [th]
2. Determine the amount of employees' and directors'
meeting remuneration of 2019. Approved as
20200327 Consent
of the 3 [rd] 3. The re-election of directors of the Board of Directors of the proposed
company.
term.
4. It is proposed to establish a new company in strategic
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-25-
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cooperation with Eastern.
5. Adoption of the Sixth Amended and Restated Articles of
Association of the Company.
6. It is proposed to change the auditing CPA (Certified Public
Accountant) of the Company, starting from the 1st quarter
of 2020.
The 22 [th] 1. Nominate and review the candidate list of directors
(including independent directors).
meeting Approved as
20200508 2. Proposal to have new directors released from the obligations Consent
of the 3 [rd] under the covenant not to compete is presented. proposed
term.
The 23 [th]
meeting Approved as
20200602 Proposing of Implementation of Investments in the PRC. Consent
of the 3 [rd] proposed
term.
The 1 [th] 1. Election of Chairman of the fourth term Board of Directors.
2. Appointment of members of the third Remuneration
meeting Approved as
20200623 Committee of the company. Consent
of the 4 [rd] proposed
term.
The 2 [th] 1. Approved by payment of directors’ attendance fee.
2. Approved by annual remuneration of directors.
20200623 meeting 3. Distribution of employees’ bonuses and compensation of the Consent Approved as
of the 4 [rd] Company’s directors for FY2019. proposed
term.
The 3 [th] 1. The Company’s personnel appointment ratification.
2. The Company intends to issue the second unsecured
meeting domestic convertible bonds. Approved as
20200728 Consent
of the 4 [rd] proposed
term.
The 4 [th] 1. Change of the company’s Chief Financial Officer and Chief
Accounting Officer due to job adjustment.
20200805 meeting 2. The company’s spokesperson change. Consent Approved as
of the 4 [rd] proposed
term.
The 5 [th]
meeting 1. Proposal for distribution of profits for the first half of 2020. Approved as
20200813 Consent
of the 4 [rd] 2. The company’s head of corporate governance change. proposed
term.
The 6 [th]
meeting Approved as
20200821 Personal change of audit supervisor and deputy speaker. Consent
of the 4 [rd] proposed
term.
The 7 [th] 1. It is planned to sign an investment framework contract.
2. Proposal to provide endorsement and guarantee for the
meeting Approved as
20201008 Company’s subsidiary company. Consent
of the 4 [rd] proposed
term.
The 8 [th] 1. The lease contract with Wang, Ko-Chang, related party, is Approved as
20201113 submitted for the Board’s review and discussion. Consent
meeting 2. It is proposed to modify some of the provisions proposed
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-26-
| of the 4rd term. organizational rules of the Remuneration Committee and the management of the operation of the Remuneration Committee. 3. It is proposed to modify some of the provisions Regulations Governing Derivatives Transactions Conducted. 4. It is proposed to amend some provisions of the subsidiary operation management and supervision and management measures. 5. It is proposed to revise some provisions of the financial statement preparation process management measures. 6. It is proposed to add new performance evaluation methods for the board of directors. 7. It is proposed to adjust the method of investment in Acetek MomentumCo.,Ltd. |
of the 4rd term. organizational rules of the Remuneration Committee and the management of the operation of the Remuneration Committee. 3. It is proposed to modify some of the provisions Regulations Governing Derivatives Transactions Conducted. 4. It is proposed to amend some provisions of the subsidiary operation management and supervision and management measures. 5. It is proposed to revise some provisions of the financial statement preparation process management measures. 6. It is proposed to add new performance evaluation methods for the board of directors. 7. It is proposed to adjust the method of investment in Acetek MomentumCo.,Ltd. |
of the 4rd term. organizational rules of the Remuneration Committee and the management of the operation of the Remuneration Committee. 3. It is proposed to modify some of the provisions Regulations Governing Derivatives Transactions Conducted. 4. It is proposed to amend some provisions of the subsidiary operation management and supervision and management measures. 5. It is proposed to revise some provisions of the financial statement preparation process management measures. 6. It is proposed to add new performance evaluation methods for the board of directors. 7. It is proposed to adjust the method of investment in Acetek MomentumCo.,Ltd. |
of the 4rd term. organizational rules of the Remuneration Committee and the management of the operation of the Remuneration Committee. 3. It is proposed to modify some of the provisions Regulations Governing Derivatives Transactions Conducted. 4. It is proposed to amend some provisions of the subsidiary operation management and supervision and management measures. 5. It is proposed to revise some provisions of the financial statement preparation process management measures. 6. It is proposed to add new performance evaluation methods for the board of directors. 7. It is proposed to adjust the method of investment in Acetek MomentumCo.,Ltd. |
of the 4rd term. organizational rules of the Remuneration Committee and the management of the operation of the Remuneration Committee. 3. It is proposed to modify some of the provisions Regulations Governing Derivatives Transactions Conducted. 4. It is proposed to amend some provisions of the subsidiary operation management and supervision and management measures. 5. It is proposed to revise some provisions of the financial statement preparation process management measures. 6. It is proposed to add new performance evaluation methods for the board of directors. 7. It is proposed to adjust the method of investment in Acetek MomentumCo.,Ltd. |
|---|---|---|---|---|
| 20201231 The 9th meeting of the 4rd term. 1. The proposal of operating plan and budget for 2021. 2. The proposal of audit plan for 2021. 3. It is proposed to review the year-end bonus payment of all high-level managers in 2020 through the Remuneration Committee of the company and propose for discussion. 4. Discussion of the evaluation of independence and competence of Auditor and payment. 5. It is proposed to provide a guarantee case for the Jinan Acetate Chemical Co., Ltd.(China). 6. It is proposed to amend the rules of procedure of the shareholders meeting of the company. 7. Set up matters concerning the holding of the company's 2021 annual meeting of shareholders. 8. Intended to proceed with the subsidiary IPO in mainland China. 9. The Jinan Acetate Chemical Co., Ltd.(China) will carry out the expansion of the towplant. Consent Approved as proposed |
||||
| 20210305 | The 10th meeting of the 4rd term. |
1. Business report of the 2020 and FY2020 consolidated financial report of the Company and its subsidiaries. 2. The proposal for distribution of profits in the 2020. 3. Increase capital through transferring retained earnings and issuing of new shares. 4. Distribution of employees’ bonuses and compensation of the Company’s directors for FY2020. 5. Discussion of the declaration of internal control system of the company. 6. It is proposed to amend the rules of procedure of the shareholders meeting of the company. 7. Proposal to provide endorsement and guarantee for the Company’s subsidiary company. 8. Revise the company's 2021 annual meeting of shareholders to convene matters. |
Consent | Approved as proposed |
| 2.All objections or reservations made by any Independent Director to the resolutions of the Board Meeting, apart from the above-mentioned, either in the form of a written statement or other records. No objection or reservation from any Independent Director in all 14 Board Meetings. 3. If there are directors’ avoidance of motions in conflict of interest, the directors’ names, contents of motion, causes for avoidance and votingshould be specified: |
-27-
| Date Terms Communication Content Reasons for avoidance of conflict of interests and status of decisions |
|
|---|---|
| 20200623 The 2th meeting of the 4rd term. Distribution of employees’ bonuses and compensation of the Company’s directors for FY2019. Pursuant to avoid conflict of interest, Director Wang, Ko- Chang, Director Hsu, Cheng-Tsai, Director Ericson Fensterseifer and two supervisors at presence CFO Wang, Sheng-Pin, Auditor Supervisor Chiang Hsiu-Fan had abstained. After the opinion of other directors in attendance were inquired by chairman, the proposal was approved without objection. |
|
| 20201113 The 8th meeting of the 4rd term. The house renting between the Company and Mr. Wang, Ko- Chang. Pursuant to avoid conflict of interest, Director Wang, Ko- Chang. After the opinion of other directors in attendance were inquired by chairman, the proposal was approved without objection. |
|
| 20201231 The 9th meeting of the 4rd term. Proposal to have the Company’s Remuneration Committee review the managers’ 2020 year-end bonus. Pursuant to avoid conflict of interest, General manager Wang, Ko-Chang and supervisors at presence CFO Chen, Chieh-Jui had abstained. After the opinion of other directors in attendance were inquired by chairman, the proposal was approved without objection. |
|
| Pursuant to avoid conflict of interest, Director Wang, Ko- | |
| Chang, Director Hsu, Cheng-Tsai, Director Ericson |
|
| 20210305 The 10th meeting of the 4rd term. Determine the amount of employees' and directors' remuneration of 2020. Fensterseifer, Director Meng, Ching-Li and two supervisors at presence CFO Chen, Chieh-Jui, Auditor Supervisor Hung Tun-Jen had abstained. After the opinion of other directors in attendance were |
|
| inquired by chairman, the proposal was approved without | |
| objection. | |
| 4. The listed company shall disclose the evaluation cycle and period, evaluation scope, method and | |
| evaluation content of the self (or peer) evaluation by the board of directors, and fill in the attached Table | |
| 2 (2) Board evaluation implementation status: | |
| The company expects to conduct self- or peer evaluation on the board of directors and individual directors | |
| on a regular basis every year starting in 2021. | |
| 5. Measures taken to strengthen the functionality of the board: The Board of Directors has established an | |
| Audit Committee and a Remuneration Committee to assist the board in carrying out its various duties. | |
| i. The Company has established rules of Procedures for directors' meetings and election of directors. | |
| The operation of the Board of Directors is in accordance with that rules and current enactments. | |
| ii. The company has established an Audit Committee and Remuneration Committee to assist the | |
| company governance. | |
| iii. The Company has a spokesperson and a deputy spokesperson, and has a specific person responsible | |
| forpublic information disclosure and other related matters. |
-28-
3.3.2 Audit Committee � or Attendance of Supervisors at Board Meetings �
A. Audit Committee
A total of 11(A) meetings of audit committee were held in 2018 and as of the date
of this annual report. The attendance of the independent directors was as follows:
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----- Start of picture text -----
Attendance
Title Name in Person By Attendance Rate (%) Remarks
Proxy ��/��
(B)
Independent Lin,
11 - 100% -
director Tzer-Jong
Independent Lin, Wen-
11 - 100% -
director Cheng
Independent Yu, Ching-
11 - 100% -
director Hsien
Other mentionable items:
1. If there are the circumstances referred to in Article 14-5 of the Securities and Exchange Act
and resolutions which were not approved by the Audit Committee but were approved by
two thirds or more of all directors, the dates of meetings, sessions, contents of motion,
resolutions of the Audit Committee and the Company’s response to the Audit Committee’s
opinion should be specified:
Response to
Opinions of all the
Date Terms Communication Content
Committees Committees’
opinion
1. Adoption of the 2019 Business Report and
The 15 [th]
Consolidated Financial Statements.
meeting
2. Proposal for distribution of profits for the Approved as
20200327 of the Consent
2019. proposed
2nd
3. To change the Certified Public Accountants
term.
from 2020.
The 16 [th]
meeting Adoption of the 2020 Q1 Consolidated Financial Approved as
20200508 Consent
of the Statements. proposed
2nd term.
The 17 [th]
meeting Proposing of Implementation of Investments in Approved as
20200602 Consent
of the the PRC. proposed
2nd term.
The 1 [th] 1. Election of the convener of this committee.
meeting 2. The Company intends to issue the second Approved as
20200728 Consent
of the unsecured domestic convertible bonds. proposed
3nd term.
The 2 [th] Change of the company’s Chief Financial
meeting Officer and Chief Accounting Officer due to job Approved as
20200805 Consent
of the adjustment. proposed
3nd term.
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-29-
| 20200813 The 3th meeting of the 3nd term. 1. Jinan Acetate Chemical Co., Ltd. and its subsidiaries’ consolidated financial report for Q2 of 2020. 2. Proposal for distribution of profits for the first half of 2020. Consent Approved as proposed 20200821 The 4th meeting of the 3nd term. Personal change of audit supervisor and deputy speaker. Consent Approved as proposed 20201008 The 5th meeting of the 3nd term. 1. It is planned to sign an investment framework contract. 2. Proposal to provide endorsement and guarantee for the Company’s subsidiary company. Consent Approved as proposed 20201113 The 6th meeting of the 3nd term. 1. The lease contract with Wang, Ko-Chang, related party, is submitted for the Board’s review and discussion. 2. It is proposed to modify some of the provisions organizational rules of the Remuneration Committee and the management of the operation of the Remuneration Committee. 3. It is proposed to modify some of the provisions Regulations Governing Derivatives Transactions Conducted. 4. It is proposed to amend some provisions of the subsidiary operation management and supervision and management measures. 5. It is proposed to revise some provisions of the financial statement preparation process management measures. 6. It is proposed to add new performance evaluation methods for the board of directors. 7. It is proposed to adjust the method of investment in Acetek MomentumCo.,Ltd. Consent Approved as proposed 20201231 The 7th meeting of the 3nd term. 1. The proposal of operating plan and budget for 2021. 2. The proposal of audit plan for 2021. 3. It is proposed to review the year-end bonus payment of all high-level managers in 2019 through the Remuneration Committee of the company and propose for discussion. 4. Discussion of the evaluation of independence and competence of Auditor and payment. 5. It is proposed to provide a guarantee case for the Jinan Acetate Chemical Co., Ltd.(China). 6. It is proposed to amend the rules of procedure of the shareholders meeting of the company. 7. Set up matters concerning the holding of the company's 2021 annual meeting of shareholders. 8. Intended to proceed with the subsidiary IPO in mainland China. 9. The Jinan Acetate Chemical Co.,Ltd.(China) Consent Approved as proposed |
20200813 The 3th meeting of the 3nd term. 1. Jinan Acetate Chemical Co., Ltd. and its subsidiaries’ consolidated financial report for Q2 of 2020. 2. Proposal for distribution of profits for the first half of 2020. Consent Approved as proposed 20200821 The 4th meeting of the 3nd term. Personal change of audit supervisor and deputy speaker. Consent Approved as proposed 20201008 The 5th meeting of the 3nd term. 1. It is planned to sign an investment framework contract. 2. Proposal to provide endorsement and guarantee for the Company’s subsidiary company. Consent Approved as proposed 20201113 The 6th meeting of the 3nd term. 1. The lease contract with Wang, Ko-Chang, related party, is submitted for the Board’s review and discussion. 2. It is proposed to modify some of the provisions organizational rules of the Remuneration Committee and the management of the operation of the Remuneration Committee. 3. It is proposed to modify some of the provisions Regulations Governing Derivatives Transactions Conducted. 4. It is proposed to amend some provisions of the subsidiary operation management and supervision and management measures. 5. It is proposed to revise some provisions of the financial statement preparation process management measures. 6. It is proposed to add new performance evaluation methods for the board of directors. 7. It is proposed to adjust the method of investment in Acetek MomentumCo.,Ltd. Consent Approved as proposed 20201231 The 7th meeting of the 3nd term. 1. The proposal of operating plan and budget for 2021. 2. The proposal of audit plan for 2021. 3. It is proposed to review the year-end bonus payment of all high-level managers in 2019 through the Remuneration Committee of the company and propose for discussion. 4. Discussion of the evaluation of independence and competence of Auditor and payment. 5. It is proposed to provide a guarantee case for the Jinan Acetate Chemical Co., Ltd.(China). 6. It is proposed to amend the rules of procedure of the shareholders meeting of the company. 7. Set up matters concerning the holding of the company's 2021 annual meeting of shareholders. 8. Intended to proceed with the subsidiary IPO in mainland China. 9. The Jinan Acetate Chemical Co.,Ltd.(China) Consent Approved as proposed |
20200813 The 3th meeting of the 3nd term. 1. Jinan Acetate Chemical Co., Ltd. and its subsidiaries’ consolidated financial report for Q2 of 2020. 2. Proposal for distribution of profits for the first half of 2020. Consent Approved as proposed 20200821 The 4th meeting of the 3nd term. Personal change of audit supervisor and deputy speaker. Consent Approved as proposed 20201008 The 5th meeting of the 3nd term. 1. It is planned to sign an investment framework contract. 2. Proposal to provide endorsement and guarantee for the Company’s subsidiary company. Consent Approved as proposed 20201113 The 6th meeting of the 3nd term. 1. The lease contract with Wang, Ko-Chang, related party, is submitted for the Board’s review and discussion. 2. It is proposed to modify some of the provisions organizational rules of the Remuneration Committee and the management of the operation of the Remuneration Committee. 3. It is proposed to modify some of the provisions Regulations Governing Derivatives Transactions Conducted. 4. It is proposed to amend some provisions of the subsidiary operation management and supervision and management measures. 5. It is proposed to revise some provisions of the financial statement preparation process management measures. 6. It is proposed to add new performance evaluation methods for the board of directors. 7. It is proposed to adjust the method of investment in Acetek MomentumCo.,Ltd. Consent Approved as proposed 20201231 The 7th meeting of the 3nd term. 1. The proposal of operating plan and budget for 2021. 2. The proposal of audit plan for 2021. 3. It is proposed to review the year-end bonus payment of all high-level managers in 2019 through the Remuneration Committee of the company and propose for discussion. 4. Discussion of the evaluation of independence and competence of Auditor and payment. 5. It is proposed to provide a guarantee case for the Jinan Acetate Chemical Co., Ltd.(China). 6. It is proposed to amend the rules of procedure of the shareholders meeting of the company. 7. Set up matters concerning the holding of the company's 2021 annual meeting of shareholders. 8. Intended to proceed with the subsidiary IPO in mainland China. 9. The Jinan Acetate Chemical Co.,Ltd.(China) Consent Approved as proposed |
20200813 The 3th meeting of the 3nd term. 1. Jinan Acetate Chemical Co., Ltd. and its subsidiaries’ consolidated financial report for Q2 of 2020. 2. Proposal for distribution of profits for the first half of 2020. Consent Approved as proposed 20200821 The 4th meeting of the 3nd term. Personal change of audit supervisor and deputy speaker. Consent Approved as proposed 20201008 The 5th meeting of the 3nd term. 1. It is planned to sign an investment framework contract. 2. Proposal to provide endorsement and guarantee for the Company’s subsidiary company. Consent Approved as proposed 20201113 The 6th meeting of the 3nd term. 1. The lease contract with Wang, Ko-Chang, related party, is submitted for the Board’s review and discussion. 2. It is proposed to modify some of the provisions organizational rules of the Remuneration Committee and the management of the operation of the Remuneration Committee. 3. It is proposed to modify some of the provisions Regulations Governing Derivatives Transactions Conducted. 4. It is proposed to amend some provisions of the subsidiary operation management and supervision and management measures. 5. It is proposed to revise some provisions of the financial statement preparation process management measures. 6. It is proposed to add new performance evaluation methods for the board of directors. 7. It is proposed to adjust the method of investment in Acetek MomentumCo.,Ltd. Consent Approved as proposed 20201231 The 7th meeting of the 3nd term. 1. The proposal of operating plan and budget for 2021. 2. The proposal of audit plan for 2021. 3. It is proposed to review the year-end bonus payment of all high-level managers in 2019 through the Remuneration Committee of the company and propose for discussion. 4. Discussion of the evaluation of independence and competence of Auditor and payment. 5. It is proposed to provide a guarantee case for the Jinan Acetate Chemical Co., Ltd.(China). 6. It is proposed to amend the rules of procedure of the shareholders meeting of the company. 7. Set up matters concerning the holding of the company's 2021 annual meeting of shareholders. 8. Intended to proceed with the subsidiary IPO in mainland China. 9. The Jinan Acetate Chemical Co.,Ltd.(China) Consent Approved as proposed |
20200813 The 3th meeting of the 3nd term. 1. Jinan Acetate Chemical Co., Ltd. and its subsidiaries’ consolidated financial report for Q2 of 2020. 2. Proposal for distribution of profits for the first half of 2020. Consent Approved as proposed 20200821 The 4th meeting of the 3nd term. Personal change of audit supervisor and deputy speaker. Consent Approved as proposed 20201008 The 5th meeting of the 3nd term. 1. It is planned to sign an investment framework contract. 2. Proposal to provide endorsement and guarantee for the Company’s subsidiary company. Consent Approved as proposed 20201113 The 6th meeting of the 3nd term. 1. The lease contract with Wang, Ko-Chang, related party, is submitted for the Board’s review and discussion. 2. It is proposed to modify some of the provisions organizational rules of the Remuneration Committee and the management of the operation of the Remuneration Committee. 3. It is proposed to modify some of the provisions Regulations Governing Derivatives Transactions Conducted. 4. It is proposed to amend some provisions of the subsidiary operation management and supervision and management measures. 5. It is proposed to revise some provisions of the financial statement preparation process management measures. 6. It is proposed to add new performance evaluation methods for the board of directors. 7. It is proposed to adjust the method of investment in Acetek MomentumCo.,Ltd. Consent Approved as proposed 20201231 The 7th meeting of the 3nd term. 1. The proposal of operating plan and budget for 2021. 2. The proposal of audit plan for 2021. 3. It is proposed to review the year-end bonus payment of all high-level managers in 2019 through the Remuneration Committee of the company and propose for discussion. 4. Discussion of the evaluation of independence and competence of Auditor and payment. 5. It is proposed to provide a guarantee case for the Jinan Acetate Chemical Co., Ltd.(China). 6. It is proposed to amend the rules of procedure of the shareholders meeting of the company. 7. Set up matters concerning the holding of the company's 2021 annual meeting of shareholders. 8. Intended to proceed with the subsidiary IPO in mainland China. 9. The Jinan Acetate Chemical Co.,Ltd.(China) Consent Approved as proposed |
|
|---|---|---|---|---|---|
| 20200813 The 3th meeting of the 3nd term. 1. Jinan Acetate Chemical Co., Ltd. and its subsidiaries’ consolidated financial report for Q2 of 2020. 2. Proposal for distribution of profits for the first half of 2020. Consent Approved as proposed |
|||||
| 20200821 The 4th meeting of the 3nd term. Personal change of audit supervisor and deputy speaker. Consent Approved as proposed |
|||||
| 20201008 The 5th meeting of the 3nd term. 1. It is planned to sign an investment framework contract. 2. Proposal to provide endorsement and guarantee for the Company’s subsidiary company. Consent Approved as proposed |
|||||
| 20201113 The 6th meeting of the 3nd term. 1. The lease contract with Wang, Ko-Chang, related party, is submitted for the Board’s review and discussion. 2. It is proposed to modify some of the provisions organizational rules of the Remuneration Committee and the management of the operation of the Remuneration Committee. 3. It is proposed to modify some of the provisions Regulations Governing Derivatives Transactions Conducted. 4. It is proposed to amend some provisions of the subsidiary operation management and supervision and management measures. 5. It is proposed to revise some provisions of the financial statement preparation process management measures. 6. It is proposed to add new performance evaluation methods for the board of directors. 7. It is proposed to adjust the method of investment in Acetek MomentumCo.,Ltd. Consent Approved as proposed |
|||||
| 20201231 | The 7th meeting of the 3nd term. |
1. The proposal of operating plan and budget for 2021. 2. The proposal of audit plan for 2021. 3. It is proposed to review the year-end bonus payment of all high-level managers in 2019 through the Remuneration Committee of the company and propose for discussion. 4. Discussion of the evaluation of independence and competence of Auditor and payment. 5. It is proposed to provide a guarantee case for the Jinan Acetate Chemical Co., Ltd.(China). 6. It is proposed to amend the rules of procedure of the shareholders meeting of the company. 7. Set up matters concerning the holding of the company's 2021 annual meeting of shareholders. 8. Intended to proceed with the subsidiary IPO in mainland China. 9. The Jinan Acetate Chemical Co.,Ltd.(China) |
Consent | Approved as proposed |
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----- Start of picture text -----
will carry out the expansion of the tow plant.
1. Business report of the 2020 and FY2020
consolidated financial report of the Company
and its subsidiaries.
2. The proposal for distribution of profits in the
2020.
3. Increase capital through transferring retained
earnings and issuing of new shares.
4. Distribution of employees’ bonuses and
The 8 [th]
compensation of the Company’s directors for
meeting Approved as
20210305 FY2020. Consent
of the proposed
5. Discussion of the declaration of internal
3nd term.
control system of the company.
6. It is proposed to amend the rules of procedure
of the shareholders meeting of the company.
7. Proposal to provide endorsement and
guarantee for the Company’s subsidiary
company.
8. Revise the company's 2021 annual meeting of
shareholders to convene matters.
----- End of picture text -----
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In addition to the above matters, other resolutions passed by two-thirds of all the directors but yet to be approved by the Audit Committee: None.
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If there are independent directors’ avoidance of motions in conflict of interest, the directors’
names, contents of motion, causes for avoidance and voting should be specified:
| Name of Independent Directors |
Meeting Agenda | Reason for recusal | The Company’s Follow-up |
Result of resolution |
|---|---|---|---|---|
| None | NA | NA | NA | NA |
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Communications between the independent directors, the Company's chief internal auditor and CPAs (e.g. the items, methods and results of audits of corporate finance or operations, etc.)
-
(1)The internal audit officer completes the audit reports on a monthly basis and delivers them to the Independent Directors for review in the following month. Regular reports should be conducted at the Board meetings, the internal audit, and the results of the Company's self-inspection.
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(2)Regular reviews on the financial statements should be conducted with the publication of review report. The internal audit officer proceeds communication with the Independent Director at least once a quarter, and may convene a meeting to discuss major or abnormal matters at any time. Another, before the annual audit report is issued, the accountant will first communicate with the management entity; explain the relevant check, risk assessment
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| and key check matters, etc., so the accountant and the independent director can maintain full two-way communication the independent director can maintain full two-way communication. (3)Summaryof the communication between independent directors and accountants: Date Communication Occurred with the CPAs Outcome of communication Mar. 27th,2019 The 21thmeeting of the 3ndterm 1. Discuss regarding the 2019 Financial Report, including an explanation of profits and losses. 2. Discuss regarding the 2019 Audited Results of Internal Control. 3. Discussion and communication regarding questions the CPA has raised to members of the meeting. No objective opinion Jan. 25h,2021 1. Discuss regarding the 2020 Key Audit Matters. 2. Discussion and communication regarding questions the CPA has raised to members of the meeting. No objective opinion Mar. 5th,2021 The 10thmeeting of the 4ndterm 1. Discuss regarding the 2020 Financial Report, including an explanation of profits and losses. 2. Discuss regarding the 2020 Audited Results of Internal Control. 3. Discussion and communication regarding questions the CPA has raised to members of the meeting. No objective opinion |
and key check matters, etc., so the accountant and the independent director can maintain full two-way communication the independent director can maintain full two-way communication. (3)Summaryof the communication between independent directors and accountants: Date Communication Occurred with the CPAs Outcome of communication Mar. 27th,2019 The 21thmeeting of the 3ndterm 1. Discuss regarding the 2019 Financial Report, including an explanation of profits and losses. 2. Discuss regarding the 2019 Audited Results of Internal Control. 3. Discussion and communication regarding questions the CPA has raised to members of the meeting. No objective opinion Jan. 25h,2021 1. Discuss regarding the 2020 Key Audit Matters. 2. Discussion and communication regarding questions the CPA has raised to members of the meeting. No objective opinion Mar. 5th,2021 The 10thmeeting of the 4ndterm 1. Discuss regarding the 2020 Financial Report, including an explanation of profits and losses. 2. Discuss regarding the 2020 Audited Results of Internal Control. 3. Discussion and communication regarding questions the CPA has raised to members of the meeting. No objective opinion |
and key check matters, etc., so the accountant and the independent director can maintain full two-way communication the independent director can maintain full two-way communication. (3)Summaryof the communication between independent directors and accountants: Date Communication Occurred with the CPAs Outcome of communication Mar. 27th,2019 The 21thmeeting of the 3ndterm 1. Discuss regarding the 2019 Financial Report, including an explanation of profits and losses. 2. Discuss regarding the 2019 Audited Results of Internal Control. 3. Discussion and communication regarding questions the CPA has raised to members of the meeting. No objective opinion Jan. 25h,2021 1. Discuss regarding the 2020 Key Audit Matters. 2. Discussion and communication regarding questions the CPA has raised to members of the meeting. No objective opinion Mar. 5th,2021 The 10thmeeting of the 4ndterm 1. Discuss regarding the 2020 Financial Report, including an explanation of profits and losses. 2. Discuss regarding the 2020 Audited Results of Internal Control. 3. Discussion and communication regarding questions the CPA has raised to members of the meeting. No objective opinion |
|
|---|---|---|---|
| Date Communication Occurred with the CPAs Outcome of communication |
|||
| Mar. 27th,2019 The 21thmeeting of the 3ndterm 1. Discuss regarding the 2019 Financial Report, including an explanation of profits and losses. 2. Discuss regarding the 2019 Audited Results of Internal Control. 3. Discussion and communication regarding questions the CPA has raised to members of the meeting. No objective opinion |
|||
| Jan. 25h,2021 1. Discuss regarding the 2020 Key Audit Matters. 2. Discussion and communication regarding questions the CPA has raised to members of the meeting. No objective opinion |
|||
| Mar. 5th,2021 The 10thmeeting of the 4ndterm |
1. Discuss regarding the 2020 Financial Report, including an explanation of profits and losses. 2. Discuss regarding the 2020 Audited Results of Internal Control. 3. Discussion and communication regarding questions the CPA has raised to members of the meeting. |
No objective opinion |
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----- Start of picture text -----
Governance Best-Practice Principles for TWSE/TPEx
Deviations from “the Corporate Listed Companies” and Reasons There is no big difference. Set related interior operating procedures to deal with them per
1
Abstract Illustration
Implementation Status
The Company has assigned a dedicated stock agency to handle the shareholding issues in
The Company has established a code of practice for corporate governance, and adheres to the important principles of corporate governance such as safeguarding shareholders' rights, strengthening the functions of Board of Directors, expressing the functions of independent directors, respecting the interests of stakeholders and enhancing information transparency, etc.; and strengthen information transparency and Board functions and other measures by modifying relevant management measures, shareholder convention rules relevant to corporate governance, directors election rules, rules of independent directors' responsibilities scope, internal control system, integrity management code and ethical code of conduct, etc.; promote the operation of corporate governance. (1)
No
Yes V V
Evaluation Item
Does the company establish an internal operating procedure to deal with shareholders’ suggestions,
Does the company establish and disclose the Corporate Governance Best-Practice Principles based on “Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies”? Shareholding structure & shareholders’ rights (1)
1. 2.
----- End of picture text -----
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| Implementation Status1 Deviations from “the Corporate |
Evaluation Item Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons Yes No Abstract Illustration |
the requirements appeared in the future. There is no big difference. There is no big difference. There is no big difference. |
|---|---|---|
| Taiwan, and set up a spokesperson to handle the shareholders' proposals. The relevant internal operating procedures will be decided in accordance with the demands and shareholders' suggestions, doubts, disputes and litigation matters. (2) Through the stock agency, actual information can be provided and the list can be grasped in a timely manner. (3) The Company has established the “Measures of Dealing Operation for the Group Companies, Specific Companies and Related Persons”, with independent financial operation among the related companies; and has implemented the risk management and control of the Company and related companies with appropriate firewall. (4) The Company has established the "Management of Insider Trading Prevention” to prohibit the use of undisclosed information on the market to trade securities. |
||
| V V V |
||
| doubts, disputes and litigations, and implement based on the procedure? (2) Does the company possess the list of its major shareholders as well as the ultimate owners of those shares? (3) Does the company establish and execute the risk management and firewall system within its conglomerate structure? (4) Does the company establish internal rules against insiders trading with undisclosed information? |
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| Implementation Status1 Deviations from “the Corporate |
Evaluation Item Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons Yes No Abstract Illustration |
There is no big difference. The company will set up other functional committee on the other that per actual requirements appeared in the future There is no big difference. There is no big difference. |
|---|---|---|
| (1) The association of Company Board members is based on the Board’s operation, operational type and development needs, and is built by the person in charge of the Company and the financial &accounting experts. (2) The Company has set up an Audit Committee and a Remuneration Committee, all of which are built by three independent directors. As for other functional committees, they are separately authorized by the Board of Directors as required. (3) The company has set the performance evaluation method of the Board of Directors according to actual needs and conduct regular performance evaluation of the Board of Directors. (4) The Company is required to assess the independence and eligibility of the certificating accountant at least once per year in accordance |
||
| V | ||
| V V |
||
| 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? (2) Does the company voluntarily establish other functional committees in addition to the Remuneration Committee and the Audit Committee? (3) Does the company establish a standard to measure the performance of the Board, and implement it annually? and report the results of the performance evaluation to the board of directors, and use them as a reference for individual directors’ remuneration and nomination for renewal? |
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| Implementation Status1 Deviations from “the Corporate |
Evaluation Item Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons Yes No Abstract Illustration |
(4) Does the company regularly evaluate the independence of CPAs? V with the provisions specified in Article 29 of the “Code of Practice for Corporate Governance on the Listed Companies” and submit it to the Board of Directors; in addition to obtaining the independence statement issued by the accountant, confirm that the certificating accountant is free from any position in the Company.1 |
There is no big difference. |
|---|---|---|---|
| The company is not yet in the scope of compulsory establishment of corporate governance supervisors. The currently designated business unit for discussion is the Finance Department. The deliberative affairs unit shall draft the contents of the board meeting and provide sufficient meeting materials, which shall be sent together with the notice of convening. If the director thinks that the meeting materials are not |
|||
| V | |||
| 4. Whether the SE/OTC listed companies have set up a special (part-time) unit or personnel responsible for corporate management related matters (including but not limited to providing data for directors and Supervisors in business operations, handling affairs related to the meeting of board of directors and board of shareholders |
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| Implementation Status1 Deviations from “the Corporate |
Evaluation Item Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons Yes No Abstract Illustration |
handling company registration and change registration, making notes for the meeting of board of directors and board of shareholders)? sufficient, they may request supplements from the deliberating affairs unit, and the deliberating affairs unit shall provide it within seven days. If the directors think that the proposal materials are insufficient, they may postpone the deliberation after the resolution of the board of directors. |
5. Does the company establish a communication channel and build a designated section on its website for stakeholders, as well as handle all the issues they care for in terms of corporate social responsibilities? V The Company maintains a good communication channel with banks, suppliers and other stakeholders. The Company also has a dedicated staff to deal with the Company's external relations and stakeholder issues, and will set up a stakeholder zone on the Company's website to properly respond to concerns of stakeholders. There is no big difference. |
6. Does the company appoint a professional shareholder service agency to deal with shareholder affairs? V The Company designates Grand Fortune Securities Co., Ltd. to deal with shareholder affairs. There is no big difference. |
There is no big difference. There is no big difference. |
|---|---|---|---|---|---|
| (1) The Company has built a website and the Company's related information will be disclosed consistently. (2) The Company has built a website in both Chinese and English. Questions are answered by |
|||||
| V V |
|||||
| 7. Information Disclosure (1) Does the company have a corporate website to disclose both financial standings and the status of corporate governance? (2) Does the company have other information disclosure |
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| Implementation Status1 Deviations from “the Corporate |
Evaluation Item Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons Yes No Abstract Illustration |
channels (e.g. building an English website, appointing designated people to handle information collection and disclosure, creating a spokesman system, webcasting investor conferences)? (3) Does the company announce and report the annual financial report within two months after the end of the fiscal year, and announce and report the financial report for the first, second and third quarters and the operating conditions of each month before the prescribed deadline? V the spokesperson and the acting spokesperson; the finance department is responsible for collecting and disclosing the Company information. (3) The company has announced the 2019 financial report on March 27, 2020, and announced the completion of the first, second and third quarter financial reports and the operating conditions of each month before the specified deadline. There is no big difference. |
There is no big difference. |
|---|---|---|---|
| (1) The Company and its subsidiaries provide employees with adequate training programs; enable employees to fully reflect their opinions by a channel; and provide employees with reasonable benefits and remuneration in accordance with local enactments. (2) Employee care: According to the relevant regulations of local government, provide social insurance to ensure the welfare of employees; and hold irregular activities such |
|||
| V | |||
| 8. Whether this company has important information for others to know the business operations (including but not limited to employee rights, employee care, investor relation, supplier relation, rights of interested parties, training of directors and Supervisors, risk management policy and execution of risk measurement standard, execution condition of customer policy, the condition of the company to buy insurance for directors and |
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| Implementation Status1 Deviations from “the Corporate |
Evaluation Item Governance Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons Yes No Abstract Illustration |
|
|---|---|---|
| as dinner, recreation and other activities to entertain employees. (3) Investor relations: Maintain a smooth communication channel with investors and safeguard their legitimate rights and interests. (4) Supplier relations: The Company has always maintained a good relationship with its suppliers. (5) The rights of stakeholders: The stakeholders can communicate and make suggestions with the Company to safeguard their legitimate rights and interests. (6) The studying situation of directors and supervisors: The Company directors and independent directors have completed the study hours in accordance with the statutory requirements. (7) Implementing status of risk management policy and risk measurement standard: The Company has an internal control system and related management measures and implements them accordingly to reduce and prevent any possible risks. (8) Implementing status of customer policy: The |
||
| Supervisors)? |
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----- Start of picture text -----
Governance Best-Practice Principles for TWSE/TPEx
Deviations from “the Corporate Listed Companies” and Reasons
1
Improvement and execution condition
Abstract Illustration
Implementation Status
It has been disclosed in the 2020 Annual Report -detailed procedures and standards
special department is responsible for customer consultation and complaint pipeline. The liability insurance the Company has purchased for its directors: In 2020 and 2021, the Company insured liability insurance for directors; and reported the 2021 insurance price, coverage and insurance fee rate were reported to Board of Directors on March 5, 2021.
(9)
No
Yes Business Operation Review Item
Evaluation Item
Does the company’s BOD regularly (at least once a year) evaluate the independence of CPA, and disclose the evaluation procedures in the annual report?
No.
Business Operation Review 2.17
Please describe the improvement in the results of the recent corporate management review issued by the Corporate Governance Center of the Taiwan Stock Exchange, and give priority to strengthening measures for those matters which have not been improved:
9.
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----- Start of picture text -----
No
Yes V V V V V V V V V V V V V
Evaluation Content
The CPA have no direct or significant indirect financial relationship with the Company The CPA have no close commercial relationship with the Company The CPA have no potential employment relationship with the Company The CPA have no financing and guarantee activities with the Company The CPA have not received gifts or gifts of great value from the directors and managers of the Company (Its value doesn’t exceed the standard of general social etiquette) The CPA have no offered auditing service to the Company for the past seven years The CPA have not been disciplined by the competent authority or the CPA Association, or has been punished in accordance with paragraph 3 of Article 37 of the securities and Exchange Act. The CPA have not holding the shares of the Company The CPA have no concurrent work at the Company or regular work at its conglomerates and has paid the fixed salary. The CPA have no join investment or profit sharing relationship with the Company The CPA have no close personal relationship with the Company’s directors, managers or employees who have significant influence on the audit The CPA, his spouse, dependants or audit team members have no held the position of director or manager of the Company or is in a key position to exert significant influence over the subject matter of the engagement current or in the most recent two year or in the future audit period. Whether the CPA have met the standards of independence in No. 10 statement of professional ethics, and have obtained the CPA’s statement of independence
1 2 3 4 5 6 7 8 9 10 11 12 13
Item
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Attached Table1�2020 Training Records of the Company’s Directors�
==> picture [479 x 532] intentionally omitted <==
----- Start of picture text -----
Training
Title Name Date Organizations Courses
hours
Analysis of the practical operation and
Securities & Futures Institute 3
the latest interpretation letter after the
Wang, 2020.06.23 implementation of the company law.
Chairman
Ko-Chang From the internal control and financial
Securities & Futures Institute
point of view, the focus of reinvestment 3
business and subsidiary supervision.
Taiwan Corporate Governance
2020.08.25 Directors and supervisors responsible
3
Association for false financial reports.
Hsu, Director and Supervisors (including
Director Cheng-Tsai Independent) and Corporate
2020.09.04 Securities & Futures Institute Governance Executives advance
3
practice seminar- Beginning with the
amendment to Article 14 of the
Securities and Exchange Law.
Analysis of the practical operation and
Securities & Futures Institute the latest interpretation letter after the 3
Ericson
implementation of the company law.
Director Fensterseifer 2020.06.23
From the internal control and financial
Securities & Futures Institute point of view, the focus of reinvestment 3
business and subsidiary supervision.
Analysis of the practical operation and
Securities & Futures Institute the latest interpretation letter after the 3
Meng, implementation of the company law.
Director 2020.06.23
Ching-Li From the internal control and financial
Securities & Futures Institute point of view, the focus of reinvestment 3
business and subsidiary supervision.
Analysis of the practical operation and
Securities & Futures Institute the latest interpretation letter after the 3
Independe Lin, implementation of the company law.
nt Director Tzer-Jong 2020.06.23 From the internal control and financial
Securities & Futures Institute point of view, the focus of reinvestment 3
business and subsidiary supervision.
Analysis of the practical operation and
Securities & Futures Institute the latest interpretation letter after the 3
Independe Lin, implementation of the company law.
2020.06.23
nt Director Wen-Cheng From the internal control and financial
Securities & Futures Institute point of view, the focus of reinvestment 3
business and subsidiary supervision.
Analysis of the practical operation and
Securities & Futures Institute the latest interpretation letter after the 3
Independe Yu, implementation of the company law.
2020.06.23
nt Director Ching-Hsien From the internal control and financial
Securities & Futures Institute point of view, the focus of reinvestment 3
business and subsidiary supervision.
----- End of picture text -----
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3.3.4 Composition, Responsibilities and Operations of the Remuneration Committee
- A. Professional Qualifications and Independence Analysis of Remuneration Committee Members
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----- Start of picture text -----
Criteria Meets One of the Following Professional Qualification Independence Criteria (Note 2)
Requirements, Together with at Least Five Years’ Work
Experience
An instructor or A judge, public Has work Number of
higher position in a prosecutor, attorney, experience in Other Public
department of Certified Public the areas of Companies in Remark
commerce, law, Accountant, or other commerce, Which the
Title finance, accounting, professional or law, finance, Individual is
(Note 1) or other academic technical specialist or accounting, Concurrently
department related to who has passed a or otherwise 1 2 3 4 5 6 7 8 9 10 Serving as an
the business needs of national examination necessary for Remuneration
the Company in a and been awarded a the business of Committee
public or private certificate in a the Company Member
junior college, college profession necessary
Name
or university for the business of the
Company
Independent
Lin,
Director - - � ���������� 0 -
Tzer-Jong
Independent Lin, Wen-
Director - � � ���������� 0 -
Cheng
Independent Yu, Ching-
Director - - � ���������� 0 -
Hsien
----- End of picture text -----
Note 1: The title filled in the director, independent director or other
-
Note 2: Please tick the corresponding boxes that apply to a member during the two years prior to being elected or during the term(s) of office.
-
Not an employee of the Company or any of its affiliates.
-
Not a director or supervisor of the Company or any of its affiliates (not applicable in cases where the person is an independent director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws).
-
Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or held by the person under others' names, in an aggregate amount of one percent or more of the total number of issued shares of the company or ranks as one of its top ten shareholders.
-
Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship of a manager in (1) or personnel in (2) and (3).
-
Not a director, supervisor, or employee of a corporate shareholder that directly holders
-
5% or more of the Company's outstanding shares, is a top five shareholder, or appointed
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a representative as the Company's director or supervisor in accordance with Article 27, Paragraph 1 or 2 of the Company Act (not applicable in cases where the person is an independent director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws).
-
Not a director, supervisor, or employee of other companies controlled by the same person with over half of the Company's director seats or shares with voting rights (not applicable in cases where the person is an independent director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws).
-
Not a director, supervisor, or employee of another company or institution who is the same person or spouse of the Company's chairperson, president or equivalent position (not applicable in cases where the person is an independent director of the Company, its parent company, subsidiary, or the subsidiary of the same parent company in accordance with the Act or with local laws).
-
Shareholders (not applicable in cases where the specific company or institution holds 20% or more but less than 50% of the Company's outstanding shares, and is an independent director of the Company, its parent company, subsidiary.
-
Not a professional individual who, or an owner, partner, director, supervisor, or manager of a sole proprietorship, partnership, company, or institution that audited or provided commercial, legal, financial, or accounting services for total compensation not exceeding NT$500,000 in the most recent two years to the company or to any affiliate of the company, or a spouse thereof, This does not apply to members of the Remuneration Committee, Public Tender Offer Review Committee, or Merger and Acquisition Special Committee performing duties in accordance with the Securities and Exchange Act or laws and regulations related to mergers and acquisitions.
-
Not a person of any conditions defined in Article 30 of the Company Law.
-
B. Attendance of Members at Remuneration Committee Meetings
-
There are 3 members in the Remuneration Committee.
-
The term of Committee members: June 23, 2020 to June 22, 2023, A total of 5 (A) Remuneration Committee meetings were held in 2020 and as of the date of this annual report. The attendance record of the Remuneration Committee members was as follows:
| Title | Name | Attendance in Person(B) |
By Proxy |
Attendance Rate (%)��/�� |
Remarks |
|---|---|---|---|---|---|
| Convener | Lin, Tzer-Jong |
5 | - | 100% | - |
| Committee Member |
Lin, Wen- Cheng |
5 | - | 100% | - |
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Committee Yu, 5 - 100% - Member Ching-Hsien Other mentionable items:
| Committee Member Yu, Ching-Hsien 5 - 100% - |
Committee Member Yu, Ching-Hsien 5 - 100% - |
Committee Member Yu, Ching-Hsien 5 - 100% - |
Committee Member Yu, Ching-Hsien 5 - 100% - |
Committee Member Yu, Ching-Hsien 5 - 100% - |
|---|---|---|---|---|
| Other mentionable items: 1. If the board of directors declines to adopt or modifies a recommendation of the remuneration committee, it should specify the date of the meeting, session, content of the motion, resolution by the board of directors, and the Company’s response to the remuneration committee’s opinion (eg., the remuneration passed by the Board of Directors exceeds the recommendation of the remuneration committee, the circumstances and cause for the difference shall be specified): None. 2. Resolutions of the remuneration committee objected to by members or subject to a qualified opinion and recorded or declared in writing, the date of the meeting, session, content of the motion, all members’ opinions and the response to members’ opinion should be specified: |
||||
| Date | Terms | Communication Content | Remuneration Committee’s opnion |
Response to the Committee ’s opinions |
| 20200327 | The 9th meeting of the 2nd term. |
Determine the amount of employees' and directors' remuneration of 2019. |
Consent | Approved as proposed |
| 20200623 | The 1th meeting of the 3nd term. |
1. Election of the convener of this committee. 2. Approved by payment of directors’ attendance fee. 3. Approved by annual remuneration of directors. 4. Distribution of employees’ bonuses and compensation of the Company’s directors for FY2019. |
Consent | Approved as proposed |
| 20200728 | The 2th meeting of the 3nd term. |
Review the salary and remuneration case of the company's new manager (deputy general manager). |
Consent | Approved as proposed |
| 20201231 | The 3th meeting of the 3nd term. |
Year-end bonus payment of all high- level managers in 2020. |
Consent | Approved as proposed |
| 20210305 | The 4th meeting of the 3nd term. |
Distribution of employees’ bonuses and compensation of the Company’s directors for FY2020. |
Consent | Approved as proposed |
| 3.Remuneration Committee responsibilities: The members of Remuneration Committee are appointed by the Board of Directors. Members of the Committee shall be responsible for the good management to the Board of Directors and shall set and regularly review the management’s performance, policies, systems, standards, and structures of the remunerations and compensations; Regular assessment shall be conducted to determine the remunerations and compensations of Directors and the managerial officers. The most recent fiscal year and up to the date of publication of the annual report, the Remuneration Committee faithfullyfulfilled the duties. |
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----- Start of picture text -----
-
Reasons
Corporate Social
Deviations from “the
Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies” and No obvious discrepancy. No obvious discrepancy.
2
1
Abstract Explanation
Implementation Status
social responsibility as the guide to the implementation of corporate social responsibility. each department tries its best to fulfill its corporate social responsibility according to its position and scope, and reports important matters to the high-tier management.
1. The Company currently has a code of ethical conduct and a code of corporate 2. The Company irregularly announces and publicizes relevant corporate ethics. 3. Although the Company does not set a social responsibility full-time entity, yet, In the future, the company will promote the establishment of relevant full-time(Part- time) units according to the actual situation. The Company has regulated the relevant norms on quality management, safety and health and environmental protection and also complies with the applicable audit standards from the governing institutions.
No V
Yes V V
Evaluation Item
appropriate environmental management system established in accordance with its industrial
Whether the Company have conducted risk assessments of environmental, social and corporate governance issues related to its operations in accordance with the materiality principles and formulated relevant risk management policies or strategies? concurrent departments to promote CSR, authorized by the Board of Directors to have high-level management and hierarchical operations, and report back to the Board on the status of matters handled? (1) Does the company have an
.
1 2. Has the Company set up specialized or 3. Environment issues
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| Implementation Status1 Deviations from “the Cororate Social |
Evaluation Item p Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons Yes No Abstract Explanation2 |
character? | (2) Is the company committed to enhance the utilization efficiency of resources and use renewable materials that are with low impact on the environmental? V The Company continuously upgrades the utilization efficiency of various resources and electronically forms or documents; continuously upgrades the utilization efficiency of various resources to reduce the load on the environment. No obvious discrepancy. |
(3) Has the company assessed the potential risks and opportunities for business operations now and the future regarding climate change and will it adopt response measures relating to climate issues? V The Company has strengthened energy conservation and carbon reduction management in the manufacturing process and fulfilled its responsibility for environmental protection. No obvious discrepancy. |
No obvious discrepancy. |
|---|---|---|---|---|---|
| The company disclosed in the company's "Corporate Social Responsibility Report" in accordance with the current status of implementation. |
|||||
| V | |||||
(4) Has the company calculated the greenhouse gas emissions, water consumption, and total weight of waste in the past 2 years, and formulated policies on energy conservation and carbon reduction, greenhouse gas reduction, water consumption, or other waste management? |
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| Implementation Status1 Deviations from “the Cororate Social |
Evaluation Item p Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons Yes No Abstract Explanation2 |
4. Social issues (1) Does the Company formulate appropriate management policies and procedures according to relevant regulations and the International Bill of Human Rights? V The Company complies with relevant regulations and follows international human rights conventions, such as the gender equality, right of work and prohibition of discrimination, etc. Its human resource team uses a policy without difference in gender, race, social and economic class, age, marriage and family status to implement equality and fairness in employment, employment condition, pay, benefit, training, assessment and promotion opportunity. No obvious discrepancy. |
(2) Does the Company formulate and implement reasonable policies of staff welfare (including compensation, vacation and other welfares), and reflect the operating performance or achievement in the compensation of the employees properly? V The company determines the salary level according to the employee’s academic experience, professional knowledge, seniority experience and personal performance, which conforms to the laws and regulations. The basic salary of employees is not different due to their gender race, religion, political position, marital status, etc. In addition, according to the articles of association, if there is any “profit” in the company’s year, the company shall allocate not less than 1% of the profit as employee compensation. No obvious discrepancy. |
No obvious discrepancy. |
|---|---|---|---|---|
| The Company pays great attention to the health and safety of its employees. In order to create a safe working environment, the Company has invested resources to establish a “Safe Production Management Committee” responsible for safety production and occupational health management. Regular meetings are held to discuss the safety hazards reported by various departments and make improvement; set performance improving standard and solution plan, confirmed by the Operation Administration Department that the improvement has been implemented to ensure the safe production requirement. |
||||
| V | ||||
| (3) Does the Company create a safe and healthy working environment and provide safety and health education for employees regularly? |
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Reasons
Corporate Social
Deviations from “the
Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies” and No obvious discrepancy. No obvious discrepancy. No obvious discrepancy. No obvious discrepancy.
2
1
Abstract Explanation
Implementation Status
The Company provides employees with refreshing opportunities to enhance their workforce and productivity. The Company's marketing and labeling on products and services follow relevant codes/regulations and international standards. Request supplier to make a statement, commending the non-toxic manufacturing; there are related inspection specification and procedures for R&D and production. When the Company works with suppliers, firstly it will figure out whether or not suppliers have the record of environmental and social impact. The Company personnel avoids making commercial transactions with suppliers involved in the activities against corporate social responsibility policy, and immediately stop trading with them once the said activity is discovered and is listed as the refusing suppliers. My company’s social responsibility report was prepared according to the core options of GRI Sustainability Reporting Standards (GRI Standards) issued by the Global Reporting Initiative (GRI). However, as of the date of printing, the annual report has not been completed. In addition, the report has not been applied for verification by external agencies.
No
Yes V V V V
Evaluation Item
employees with opportunities for career development and training? regulations and international standards in the customer health, safety, customer privacy, marketing and labeling of its products and services, and set polices and appeal procedures for protection of consumer’s rights and interests? supplier management policies and require suppliers to follow relevant norms on environmental protection, occupational safety and health, or labor’s human rights, and disclose the implementation?
(4) Does the Company provide (5) Does the Company follow (6) Does the Company formulate the internationally recognized guidelines, prepare and publish reports such as its corporate social responsibility report to disclose non-financial information of
5. Does the Company, following
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| Implementation Status1 Deviations from “the Cororate Social |
Evaluation Item p Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies” and Reasons Yes No Abstract Explanation2 |
the Company? Does the Company obtain a third-party verification or assurance for such reports? |
6. If the Company has established the corporate social responsibility principles based on “the Corporate Social Responsibility Best-Practice Principles for TWSE/TPEx Listed Companies”, please describe any discrepancy between the Principles and their implementation: None. |
7.Other important information to facilitate better understanding of the company’s corporate social responsibility practices� In addition to pursuing product development, the company continues to pursue sustainable operation and strives to practice corporate social responsibility, promote corporate volunteers to serve the good culture, and jointly contribute to caring for society and changing society. The company’s social welfare activities in the last year are as follows: |
N0. Donor Recipient Plan Name Plan Overview |
Acetek Material Co., Ltd. held a charity donation activity of subsidy in chitouji primary school, Dawu Town, Tengzhou City. He sent RMB 50,000 goods to the students who have poor economic conditions for families and difficult conditions for living. In this donation, Acetek Material Co., Ltd. distributed 1,000 books, 229 schoolbags, 229 sets of stationery and 229 water cups, so that the students of Chitouji primary school could truly feel the care and help of the society for them. Wang, Ko-Chang, chairman of the board of directors, hopes to actively praticipate in social public welfare activities, actively fulfill corporate social responsibility, sent more goods to more students who ave poor economic conditions for families and difficult conditions for living, promote more enterprises and caring people to |
|---|---|---|---|---|---|---|
| Charity donation activity of subsidy | ||||||
| Student who have poor economic conditions for families and difficult conditions for living |
||||||
| Chitouji primary school, Dawu Town, Tengzhou City |
||||||
| 1 |
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----- Start of picture text -----
Practice
Reasons
Corporate Social
Deviations from “the
Listed Companies” and
Responsibility Best- Principles for TWSE/TPEx
2
1
participate in poverty alleviation work, and make more impoverished families feel the warmth of society. The company participates in social welfare and sponsors a project in response to Anue's 2020 love [Epidemic prevention may wish to love fortunately zero distance] project activities to fulfill social responsibilities. The target of assistance includes children with disabilities, rural school children, disadvantaged elderly, etc., especially facing the new crown pneumonia epidemic, and we must insist on doing public welfare and supporting happiness, looking forward to making contributions to the old and young people, and doing our little work for the young and old. The recipient units in 109 have a total of Four families: the Red Heart Association, the Elderly Welfare Promotion Alliance, the Angel Heart Family, and the Joy Family, hoping to help the disadvantaged groups at all levels as much as possible.
Abstract Explanation
Implementation Status
No
Yes 2020 epidemic prevention may wish to love, happiness and zero distance.
Physically and mentally handicapped children, rural school children, and vulnerable elderly.
Evaluation Item
ANUE. COM, INC.
2. Companies who have compiled CSR reports may cite the source from specific pages of their CSR reports instead.
2
Note: 1. Regardless of whether the evaluation item is achieved or not, the company shall state an appropriate explanation.
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Deviations from “the Ethical Corporate Management Best- Practice Principles for TWSE/TPEx Listed
Companies” and Reasons No obvious discrepancy. No obvious discrepancy.
1
Abstract Illustration
Implementation Status
The Company has an "Ethical Code of Conduct" and a "Code of Integrity Operation" to stipulates the rules for directors, managers to abide with and prevent fraud behavior. The Company has an "Operation Procedure and Conduct Guideline for Integrity Operation” as a code of conduct and in accordance with the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies.
(1) (2)
No
Yes V V
Evaluation Item
Does the company have a Board-approved ethical corporate management policy and stated in its regulations and external correspondence the ethical corporate management policy and practices, as well as the active commitment of the Board of Directors and management towards enforcement of such policy?
Does the company have mechanisms in place to assess the risk of unethical conduct, and perform regular analysis and assessment of business activities with higher risk of unethical conduct within the scope of business? Does the company implement programs to prevent unethical conduct based on the above and ensure the programs cover at least the matters described in Paragraph 2, Article 7 of the Ethical Corporate Management
Establishment of ethical corporate management policies and programs (1)
(2)
1.
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| Implementation Status1 Deviations from “the |
Evaluation Item Ethical Corporate Management Best- Practice Principles for TWSE/TPEx Listed Companies” and Reasons Yes No Abstract Illustration |
Best Practice Principles for TWSE/TPEx Listed Companies? (3) Does the company provide clearly the operating procedures, code of conduct, disciplinary actions, and appeal procedures in the programs against unethical conduct? Does the company enforce the programs above effectively and perform regular reviews and amendments? V (3) The Company has a "Operation Procedure and Conduct Guideline for Integrity Operation Code" and strictly prohibits of any dishonest act such as bribery or illegal political contribution; If any dishonest act is found, it will be handled in accordance with relevant regulations. No obvious discrepancy. |
No obvious discrepancy. No obvious discrepancy. |
|---|---|---|---|
(1) The Company personnel prevents from engaging in commercial transactions with unscrupulous suppliers, customers or other business partners, once discovered, immediately stop trading with it and list it as a refusal. (2) The Company sets the Audit Committee, which holds meeting at least once a quarter to supervise the effective implementation of the Company's internal control that shall obey the enactments, and is responsible to the Board of |
|||
V V |
|||
| 2. Fulfill operations integrity policy (1) Does the company evaluate business partners’ ethical records and include ethics-related clauses in business contracts? (2) Does the company have a unit responsible for ethical corporate management on a full-time basis under the Board of Directors which reports the ethical corporate management policy and programs against unethical conduct regularly (at least once a year) to the Board of Directors while overseeing such operations? |
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----- Start of picture text -----
Deviations from “the Ethical Corporate Management Best- Practice Principles for TWSE/TPEx Listed
Companies” and Reasons No obvious discrepancy. No obvious discrepancy. No obvious discrepancy. At present the Company hasn’t built the report and reward system and respective standard
when
follow
1 to
personnel
Abstract Illustration
Implementation Status
Directors. The Company's "Operation Procedure and Conduct Guideline for Integrity Operation Code" provides complete guidelines for employees. The Company has an accounting system for accounting operating, and the audit entity performs audit operations in accordance with the audit plan, and regularly reports audit performance to the Audit Committee and Board of Directors. The Company's internal advocacy meeting arranges for high-tier management to express the importance of integrity to directors, employees and assignees. The Company hasn’t established an employee report and reward system yet. However, when an employee discovers that there is a violation of laws and regulations or ethical conduct
(3) (4) (5) (1)
No
V
Yes V V V
Evaluation Item
Does the company establish policies to prevent conflicts of interest and provide appropriate communication channels, and implement it? and internal control systems in place to implement ethical corporate management? Does the internal audit unit follow the results of unethical conduct risk assessments and devise audit plans to audit the systems accordingly to prevent unethical conduct, or hire outside accountants to perform the audits? external educational trainings on operational integrity? 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?
(3) (4) Does the company have effective accounting (5) Does the company regularly hold internal and (1)
3. Operation of the integrity channel
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----- Start of picture text -----
Deviations from “the Ethical Corporate Management Best- Practice Principles for TWSE/TPEx Listed
Companies” and Reasons investigating procedure; yet, for any complaint, the Company handles it to the specific person and keeps reporter’s identity and respective content in confidential. No obvious discrepancy.
1
Abstract Illustration
Implementation Status
rule, anyone can report the complaint to the specific person. The Company hasn’t established the standard investigation operation procedure and related confidentiality mechanism for accepting the report; however, the procedure of accepting the reports are as follows: For the situation involving the general employees, the report shall be reported to the department head; for reports involving the directors or high-tier management, report it to the independent director. The Company personnel dealing with the report shall perform it in writing statements and keep reporter’s identity and respective content in confidential; the Company promises to protect the reporters from being under improper dealing due to the reports.
(2) (3) The Company has designated a specific person to be responsible to collect company information and
No
V V
Yes V
Evaluation Item
procedures for confidential reporting on investigating accusation cases? protection?
Does the company disclose its ethical corporate management policies and the results of its
(2) Does the company establish standard operating (3) Does the company provide proper whistleblower Strengthening information disclosure
4.
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| Implementation Status1 Deviations from “the |
Evaluation Item Ethical Corporate Management Best- Practice Principles for TWSE/TPEx Listed Companies” and Reasons Yes No Abstract Illustration |
implementation on the company’s website and MOPS? disclose it on company website; and emphasizes the concept of integrity management in annual reports and external documents. |
5. If the company has established the ethical corporate management policies based on the Ethical Corporate Management Best-Practice Principles for TWSE/TPEx Listed Companies, please describe any discrepancy between the policies and their implementation. There have been no differences. |
6. Other important information to facilitate a better understanding of the company’s ethical corporate management policies (e.g., review and amend its policies). When trading with the suppliers, the company has always adhered to the principle of good faith and promoted the company's integrity management philosophy to its suppliers, and strengthened the education of our employees. |
Note: Regardless of whether the evaluation item is achieved or not, the company shall state an appropriate explanation. 3.3.7 Corporate Governance Guidelines and Regulations Please refer to the Company’s website at www.acetek.com.cn� 3.3.8 Other Important Information Regarding Corporate Governance |
|---|---|---|---|---|---|
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3.3.9 Internal Control Systems
- Statement of Internal Control System
Jinan Acetate Chemical Co., LTD.
Statement of internal control system
Date: March 5, 2021
We hereby declare the results of the self-assessment of our internal control system in 2020 as below:
-
We acknowledge that it is the responsibility of the Company’s Board of Directors and managers to establish, implement, and maintain the internal control system. We have established said system. Its purpose is to reasonably ensure that operational effectiveness and efficiency (including revenue, performance, and asset safety) and reporting are reliable, timely and transparent, as well as to ensure compliance with relevant regulations and laws.
-
Due to the inherent limitations of the internal control system, an effective internal control system can only provide reasonable assurance about the achievements of the three goals above, no matter how completely it is designed. Also, the effectiveness of an internal control system may vary when environment and circumstances change. However, our internal control system contains a selfsupervision mechanism. We will immediately take corrective action towards any deficiency identified therefrom.
-
We determine the effectiveness of the design and implementation of our internal control system based on the criteria set forth in the “Regulations Governing Establishment of Internal Control Systems by Public Companies” (hereinafter called the “Regulations”). The Regulations specify five elements during the management and control process that constitute the internal control system: a. control environment, b. risk assessment, c. control activities, d. information and communications, e. supervision activities. Each constituent element may include several topics. The foregoing elements are as described in the Regulations.
-
We have adopted the above criteria of the internal control system to assess the effectiveness of the design and implementation of our internal control system.
-
Based on the results of said assessment, we determined that our internal control system (including the supervision and management of subsidiaries) as of December 31, 2020 have provided an effective design and implementation to reasonably ensure the achievement of goals, including the understanding of the achievement level of our effectiveness and efficiency goals, the reliability, timeliness, and transparency of reporting, as well as compliance with relevant regulations and laws.
-
The Company and its subsidiaries assigned accountants to review the reliability of external financial reporting and the security of assets (such that assets are not obtained, used or disposed without authorization) during the aforesaid period in accordance with Article 25 of the “Handling Guidelines” and Article 4 of the “Rules governing the TWSE Post-IPO Management of Foreign Issuers”. As stated above, the internal control system is effective in design and performance, which has no major defect that would influence the reliability of recording, handling, summarizing and reporting financial information, nor the major defect that would affect the asset safety that makes the assets being obtained,
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used or disposed without authorization.
-
This Report will form the major part of our annual report and prospectus, and will be disclosed to the public. Any misrepresentation, concealment and other illegal conduct will result in liability under Articles 20, 32, 171, and 174 of the Securities and Exchange Act.
-
This Report has been passed by the Board of Directors on March 5, 2021. Among the six directors present at the meeting, zero members had objections, and the rest agreed to the statement herein.
Jinan Acetate Chemical Co., LTD.
Chairman: Wang, Ko-Chang
General Manager: Wang, Ko-Chang
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- If an accountant is entrusted to review internal audit control, the accountant review report shall be disclosed:
Audit Report for Internal Control System
Jinan Acetate Chemical Co., Ltd. and its subsidiaries, March 5, 2021, said that the internal control system, which was assessed to be related to external financial reporting and asset security protection, was effectively designed and implemented on December 31, 2020. Declaration, after auditing the accountant. Maintaining an effective internal control system and assessing its effectiveness are the responsibility of the company's management. The accountant's responsibility is to express an opinion on the effectiveness of the company's internal control system and the company's internal control system statement based on the results of the audit.
The accountants has planned and executed the audit according to “Regulations Governing Establishment of Internal Control Systems by Public Companies” and the generally accepted audit regulations to reasonably assure that the company’s internal control system maintains effectively in all material respects. This audition includes to comprehend the company’s internal control system, evaluate the process of the evaluation for effectiveness of the overall internal control system by management team, test and evaluate the effectiveness of the design and operating of internal control system, and other audit procedures the accountants considering to be of necessity. The accountants believe that such audit could provide reasonable basis for our expressed opinions.
Any internal control system has its inherent limitations, so the internal control system of Jinan Acetate Chemical Co., Ltd. could still not be able to prevent or inspect mistakes or fraud having already existed. Besides, the circumstance could change in the future, and the extent of compliance to the internal control system could decrease as well, so internal control system effective during this period would not necessarily means that it would still be effective in the future.
Based on the opinions of the accountant, the internal control effectiveness judgment system of Jinan Acetate Chemical Co., Ltd. and its subsidiaries is related to external financial reports and asset security protection in accordance with the internal control effectiveness judgment project of the “Standards for Publicly Held Companies to Internal Control Systems”. Designed and implemented on December 31, 2020, maintaining effectiveness in all major aspects; Jinan Acetate Chemical Co., Ltd. and its subsidiaries issued on March 5, 2021, the statement that the internal control system related to external financial reporting and asset security protection is considered to be effective design and implementation, major aspects are permitted.
Deloitte & Touche
Accountant Lee, Tung-Feng
Accountant Huang, Yao-Ling
March 5, 2021
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3.3.10 Punishment of this company and its internal personnel according to law, and the
- company’s punishment for violation of internal control system, main missing and improvement conditions from past year to this report’s printing: None.
3.3.11 Major Resolutions of Shareholders’ Meeting and Board Meetings
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Item Date Major resolutions
Proposal to buy back of shares for transferring to
Board meeting March 17,2020
employees.
1. Adoption of the Proposal for Distribution of 2019
Profits.
2. Determine the amount of employees' and directors'
remuneration of 2019.
3. The re-election of directors of the Board of
Directors of the company.
Board meeting March 27,2020 4. It is proposed to establish a new company in
strategic cooperation with Eastern.
5. Adoption of the Sixth Amended and Restated
Articles of Association of the Company.
6. It is proposed to change the auditing CPA
(Certified Public Accountant) of the Company,
starting from the 1st quarter of 2020.
1. Nominate and review the candidate list of directors
(including independent directors).
2. Release the Prohibition on Directors from
Board meeting May 08,2020 Participation in Competitive Business.
3. The Company’s application of credit lines to banks is
hereby submitted for the Board’s review and
discussion
Proposing of Implementation of Investments in the
Board meeting June 02,2020
PRC.
1. Election of Chairman of the fourth term Board of
Directors.
Board meeting June 23,2020
2. Appointment of members of the third Remuneration
Committee of the company.
1. The Company’s application of credit lines to banks
is hereby submitted for the Board’s review and
discussion.
2. Approved by payment of directors’ attendance fee.
Board meeting June 23,2020 3. Approved by annual remuneration of directors.
4. Distribution of employees’ bonuses and
compensation of the Company’s directors for
FY2019.
1. The Company’s personnel appointment ratification.
Board meeting July 28,2020 2. The Company intends to issue the second
unsecured domestic convertible bonds.
1. Change of the company’s Chief Financial Officer and
Board meeting August 05,2020 Chief Accounting Officer due to job adjustment.
2. The company’s spokesperson change.
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| Board meeting August 13,2020 1. Proposal for distribution of profits for the first half of 2020. 2. The Company’s application of credit lines to banks is hereby submitted for the Board’s review and discussion. 3. The company’s head of corporate governance change. |
Board meeting August 13,2020 1. Proposal for distribution of profits for the first half of 2020. 2. The Company’s application of credit lines to banks is hereby submitted for the Board’s review and discussion. 3. The company’s head of corporate governance change. |
Board meeting August 13,2020 1. Proposal for distribution of profits for the first half of 2020. 2. The Company’s application of credit lines to banks is hereby submitted for the Board’s review and discussion. 3. The company’s head of corporate governance change. |
|---|---|---|
| Board meeting August 21,2020 Personal change of audit supervisor and deputy speaker. |
||
| Board meeting Oct. 08,2020 1. It is planned to sign an investment framework contract. 2. Proposal to provide endorsement and guarantee for the Company’s subsidiary company. 3. The Company’s application of credit lines to banks is hereby submitted for the Board’s review and discussion. |
||
| Board meeting Nov. 13,2020 1. The company changed the authorized person to sign the "Taishin International Commercial Bank entrusted with Jinan Acetate Chemical Co., LTD. to buy back the company's stock account" 2. The lease contract with Wang, Ko-Chang, related party, is submitted for the Board’s review and discussion. 3. It is proposed to modify some of the provisions organizational rules of the Remuneration Committee and the management of the operation of the Remuneration Committee. 4. It is proposed to modify some of the provisions Regulations Governing Derivatives Transactions Conducted. 5. It is proposed to amend some provisions of the subsidiary operation management and supervision and management measures. 6. It is proposed to revise some provisions of the financial statement preparation process management measures. 7. It is proposed to add new performance evaluation methods for the board of directors. 8. It is proposed to adjust the method of investment in Acetek Momentum Co., Ltd. |
||
| Board meeting | Dec. 31, 2020 | 1. The proposal of operating plan and budget for 2021. 2. The proposal of audit plan for 2021. 3. It is proposed to review the year-end bonus payment of all high-level managers in 2020 through the Remuneration Committee of the company and propose for discussion. 4. Discussion of the evaluation of independence and competence of Auditor and payment. 5. It is proposed to provide a guarantee case for the Jinan Acetate Chemical Co., Ltd.(China). 6. It is proposed to amend the rules of procedure of the shareholders meeting of the company. 7. Set up matters concerning the holding of the company's 2021 annual meeting of shareholders. |
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| 8. Intended to proceed with the subsidiary IPO in mainland China. 9. The Jinan Acetate Chemical Co., Ltd.(China) will carry out the expansion of the tow plant. |
||
|---|---|---|
| Board meeting | March 05, 2021 | 1. Business report of the 2020 and FY2020 consolidated financial report of the Company and its subsidiaries. 2. The proposal for distribution of profits in the 2020. 3. Increase capital through transferring retained earnings and issuing of new shares. 4. Distribution of employees’ bonuses and compensation of the Company’s directors for FY2020. 5. Discussion of the declaration of internal control system of the company. 6. It is proposed to amend the rules of procedure of the shareholders meeting of the company. 7. Proposal to provide endorsement and guarantee for the Company’s subsidiary company. 8. The Company’s application of credit lines to banks is hereby submitted for the Board’s review and discussion. 9. Revise the company's 2021 annual meeting of shareholders to convene matters. |
| Shareholders’ meeting |
June 23, 2020 | 1. Adoption of the 2019 Business Report and Consolidated Financial Statements. Executing status: Approved 2. Adoption of the Proposal for Distribution of 2019 Profits Executing status: Set September 11, 2020 as the ex- dividend date, October 14, 2020 as the cash dividend distribution date. 3. Proposal to amend Articles of Association of the Company is submitted for discussion. Executing status: Already completes the change registration operation. 4. The re-election of directors of the Board of Directors of the company. Executing status: Approved. 5. Release the Prohibition on Directors from Participation in Competitive Business. Executing status: Approved. |
3.3.12 Major Issues of Record or Written Statements Made by Any Director or Supervisor Dissenting to Important Resolutions Passed by the Board of Directors: None
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3.3.13 Resignation or Dismissal of the Company’s Key Individuals, Including the Chairman, CEO, and Heads of Accounting, Finance, Internal Audit and R&D:
Feb. 28,2021
| Feb. 28,2021 | ||||
|---|---|---|---|---|
| Title | Name | Date of Appointment |
Date of Termination |
Reasons for Resignation or Dismissal |
| Heads of Accounting, Heads of Finance |
Wang, Sheng-Pin | Sep. 25,2014 | Aug. 05,2020 | Resignation |
| Audit Supervisor |
Lin, Ya-Fen | Feb. 12,2019 | Aug. 24,2020 | Discharged from the position |
3.4 Information Regarding the Company’s Audit Fee and Independence
3.4.1 Audit Fee
| Accounting Firm | Accounting Firm | Accounting Firm | Accounting Firm | Name | Name | of CPA | of CPA | Period Covered by CPA’s Audit |
Period Covered by CPA’s Audit |
Period Covered by CPA’s Audit |
Period Covered by CPA’s Audit |
Period Covered by CPA’s Audit |
Remarks | Remarks | Remarks | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Deloitte & Touche | Tung-Feng Lee |
Yao-Ling Huang |
2020.01.01~2020.12.31 | |||||||||||||
Fee Range |
Fee Items | Audit Fee | Non-audit Fee |
Total | ||||||||||||
| 1 | Under NT$ 2,000,000 | 370 | 370 | |||||||||||||
| 2 | NT$2,000,001 ~ NT$4,000,000 | 3,596 | 3,596 | |||||||||||||
| 3 | NT$4,000,001 ~ NT$6,000,000 | |||||||||||||||
| 4 | NT$6,000,001 ~ NT$8,000,000 | |||||||||||||||
| 5 | NT$8,000,001 ~ NT$10,000,000 | |||||||||||||||
| 6 | Over NT$10,000,000 | |||||||||||||||
| Information on Audit fees | ||||||||||||||||
| Accounting Firm |
Name of CPA |
Audit Fee |
Non-audit Fee | Period Covered by CPA’sAudit |
Remarks | |||||||||||
| System of Design |
Company Registration |
Human Resource |
Others | Subtotal | ||||||||||||
| Deloitte Touche Tohmatsu Limited |
Tung-Feng Lee |
3,596 | 370 | 370 | 2020.01.01- 2020.12.31 |
Note | ||||||||||
| Yao-Ling Huang |
Note: The other items are incidental charge and Cayman changes the directors and annual fees.
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Audit fees shall be disclosed if any one of the following conditions occurs
-
(1). When non-audit fees paid to the CPA, to the accounting firm, and/or to any affiliated enterprise of such accounting firm are equivalent to one quarter or more of the audit fees paid thereto:
-
(2). Change accounting firm and audit fees paid for the fiscal year in which such changes took place are lower than those for the previous year, the reduction in the amount of audit fees: N/A
-
(3). When the audit fees paid for the current year are lower than those for the previous fiscal year by 10 percent or more: N/A
-
3.5 Replacement of CPA
Information on replacement of CPA: N/A
3.5.1 Audit Independence
3.6 The company’s Chairman, President, and Officers in charge of Financial or Accounting Affairs has served in its Certified Public Accountan Firm or its Affiliated Enterprise in the Most Recent Year: N/A
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3.7 Change in shares holding and shares pledged by directors, supervisors, managers and shareholders with 10% shareholdings or more in most recent year and as of the printed date of the annual report
| Unit: Shares | Unit: Shares | ||||
|---|---|---|---|---|---|
| Title | Name | 2020 | As of Feb. 17, 2021 | ||
| Holding Increase (Decrease) |
Pledged Holding Increase (Decrease) |
Holding Increase (Decrease) |
Pledged Holding Increase (Decrease) |
||
| Chairman (Major Shareholders ) |
Bright Pearl Enterprises Ltd. | - | - | - | - |
| Representative: Wang,Ko-Chang |
- | - | - | - | |
| Former Director ( Major Shareholders ) |
MACRIFER TRADING SOCIEDAD ANONIMA |
- | - | - | - |
| Representative: Yang,Li-Min |
- | - | - | - | |
| Director | MACRIFER TRADING SOCIEDAD ANONIMA |
- | - | - | - |
| Representative: Ericson Fensterseifer |
- | - | - | - | |
| Director | Amacron Trading Ltd., | (18,000) | - | - | - |
| Representative: HSU Cheng-Tsai |
- | - | - | - | |
| Director | Meng, Ching-Li | - | - | - | - |
| Independent Director | Lin, Tzer-Jong | - | - | - | - |
| Independent Director | Lin, Wen-Cheng | - | - | - | - |
| Independent Director | Yu, Ching-Hsien | ||||
| President | Wang, Ko-Chang | - | - | - | - |
| President | Meng, Ching-Li | - | - | - | - |
| Vice President | Shu, Chang-Chao | - | - | - | - |
| Vice President | Chang, Ai-Feng | - | - | - | - |
| Vice President | Liang, Ji-Qiang | - | - | - | - |
| Former CFO | Wang, Sheng-Pin | (587,600) | - | - | - |
| CFO | Chen, Chieh-Jui | - | - | - | - |
| Sale Director | Sun, Ching | - | - | - | - |
| Factory Manager | Liu, Chen | - | - | - | - |
3.7.1 Shares Trading with Related Parties: N/A
3.7.2 Shares Pledge with Related Parties: N/A
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3.8 Top 10 shareholders who are related parties, spouses, or within second-degree of kinship to each other
As of 2/17/2021
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Name and Relationship Between the
Shareholding
Current Spouse’s/minor’s Company’s Top Ten Shareholders, or
by Nominee
Name Shareholding Shareholding Spouses or Relatives Within Two Remarks
Arrangement
Degrees
Shares % Shares % Shares % Name Relationship
Bright Pearl Enterprises Ltd. 18,030,300 35.26 - - - - - - -
Representative:
- - - - - - Wang, Song-Lan elder sister -
Wang, Ko-Chang
Macrifer Trading Sociedad
8,648,200 16.93 - - - - - - -
Anonima
Representative:
Daniel Zamanillo - - - - - - - - -
Amacron Trading Ltd. 3,756,100 7.35 - - - - - - -
Representative:
Hsu, Cheng-Tsai - - - - - - - - -
Fubon Life Assurance Co.,Ltd. 2,330,000 4.56
Lucky Family Ltd. 1,342,000 2.63 - - - - - - -
Representative:
- - - - - - Wang, Ko-Chang elder sister -
Wang, Song-Lan
Wang, Jhen-Yu 431,600 0.85 - - - - - - -
Reliance Securities Co.,Ltd. 367,000 0.72 - - - - - - -
Hezhen Investment Co., Ltd. 290,200 0.57 - - - - - - -
Representative:
- - - - - - Wang, Ko-Chang elder sister -
Wang, Song-Lan
Jufeng International Co., Ltd. 235,200 0.46 - - - - - - -
Lo, Wen-Te 150,000 0.29 - - - - - - -
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3.9 Number of shares held and shareholding percentage of the Company, the company’s directors,
supervisors, managers and directly or indirectly controlled entities on the same investee
Unit: shares/ %
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----- Start of picture text -----
Direct or Indirect Ownership by
Affiliated Ownership by the Company Total Ownership
Directors, Supervisors, Managers
Enterprises
Shares % Shares % Shares %
My Parents
Living Technology Note 100 - - Note 100
Limited
Jinan Acetate
Chemical Co., Note 100 - - Note 100
LTD.(China)
Acetate Material
Note 80 - - Note 80
Co., Ltd.
Acetate Chemical
Note 80 - - Note 80
Co., Ltd.
Acetek Momentum
Note 100 - - Note 100
Co., Ltd.
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Note: Limited company with no shares
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IV. Capital Overview
4.1 Capital and Shares
4.1.1 Source of Capital
A. Issued Shares
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----- Start of picture text -----
Unit: NT$1000/One thousand shares
Authorized Capital Paid-in Capital Remark
Par
Month/ Capital
Value Amount Amount
Year Increased by
(NT$) Shares (NT$ Shares (NT$ Sources of Capital Assets Other Other
thousands) thousands)
than Cash
09/2014 10 100,000 1,000,000 10,000 100,000 Authorized capital -
Organizational
restructuring
11/2014 10 100,000 1,000,000 40,000 400,000 - Note 1
( Capital increased out of
surplus)
02/2015 10 100,000 1,000,000 41,000 410,000 Capital increased by cash - Note 2
11/2015 10 100,000 1,000,000 46,480 464,800 Capital increased by cash - Note 3
Capital increased out of
10/2019 10 100,000 1,000,000 4,596.7 510,767 - Note 4
surplus
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Note1: After the establishment of the company and the group's original holding company Tzu Yan Company to exchange shares Note2: The company raised capital in cash and issued 1,000 new shares.
Note3: The company raised capital in cash and issued 5,480 new shares.
Note4: For 2018 Stock dividend from capital surplus, each share was distributed NT$1.0 of stock.
B. Type of Stock
| As of 02/17/2021/ Unit: shares | As of 02/17/2021/ Unit: shares | As of 02/17/2021/ Unit: shares | As of 02/17/2021/ Unit: shares | |
|---|---|---|---|---|
| Share Type | Authorized Capital | Remarks | ||
| Issued Shares | Un-issued Shares | Total Shares | ||
| Common Stock | 51,076,700 (Including1,084,000 treasuryshares) |
48,923,300 | 100,000,000 | - |
4.2 Status of Shareholders
| As of 02/17/2021/ Unit: shares | As of 02/17/2021/ Unit: shares | As of 02/17/2021/ Unit: shares | As of 02/17/2021/ Unit: shares | As of 02/17/2021/ Unit: shares | As of 02/17/2021/ Unit: shares | ||
|---|---|---|---|---|---|---|---|
| Item | Government Agencies |
Financial Institutions Other Juridical Persons Domestic Natural Persons Foreign Institutions & Natural Persons Treasury Stock Total |
|||||
| Number of Shareholders |
- | 4 32 3,265 27 1 3,329 |
|||||
| Shareholding (shares) |
- | 2,495,000 1,047,500 14,137,604 32,312,596 1,084,000 51,076,700 |
|||||
| Percentage | - | 4.89% | 2.05 % | 27.68% | 63.26% | 2.12% | 100.00% |
Note�Foreign institutions or individuals without mainland Chinese investors
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4.3 Shareholding Distribution Status
A. Common Shares
As of 02/17/2021; Unit: share/NT$10 par value
| Class of Shareholding (Unit: Share) |
Number of Shareholders Shareholding (Shares) Percentage |
Number of Shareholders Shareholding (Shares) Percentage |
Number of Shareholders Shareholding (Shares) Percentage |
|---|---|---|---|
| 1~999 | 382 51,441 0.10% |
||
| 1,000~5,000 | 2,373 4,534,149 9.07% |
||
| 5,001~10,000 | 287 2,220,710 4.44% |
||
| 10,001~15,000 | 110 1,382,900 2.77% |
||
| 15,001~20,000 | 48 867,700 1.74% |
||
| 20,001~30,000 | 52 1,339,800 2.68% |
||
| 30,001~40,000 | 19 663,000 1.33% |
||
| 40,001~50,000 | 10 439,800 0.88% |
||
| 50,001~100,000 | 28 1,865,900 3.73% |
||
| 100,001~200,000 | 10 1,216,700 2.43% |
||
| 200,001~400,000 | 3 892,400 1.79% |
||
| 400,001~600,000 | 1 431,600 0.86% |
||
| 600,001~800,000 | 0 0 0.00% |
||
| 800,001~1,000,000 | 0 0 0.00% |
||
| 1,000,001 or over | 6 35,170,600 68.18% |
||
| Total | 3,329 | 51,076,700 | 100.00% |
4.4 List of Major Shareholders
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As of 02/17/2021/ Unit: shares
Shareholding
Shareholder's Name
Shares Percentage
Bright Pearl Enterprises Ltd. 18,010,300 35.26%
Macrifer Trading Sociedad Anonima 8,648,200 16.93%
Amacron Trading Ltd. 3,756,100 7.35%
Fubon Life Assurance Co.,Ltd. 2,330,000 4.56%
Lucky Family Ltd. 1,342,000 2.63%
Wang, Jhen-Yu 431,600 0.85%
Reliance Securities Co.,Ltd. 367,000 0.72%
Hezhen Investment Co., Ltd. 290,200 0.57%
Jufeng International Co., Ltd. 235,200 0.46%
Lo, Wen-Te 150,000 0.29%
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4.5 Market Price, Net Worth, Earnings, and Dividends per Share
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----- Start of picture text -----
Unit: NT$
01/01/2021-02/28/2021
Items 2019 2020
(Note 7)
Market Price per Share
Highest Market Price 166 160 131
Lowest Market Price 110 85 118
Average Market Price 135.51 124.87 123.48
Net Worth per Share
Before Distribution 24.66 29.16 -
After Distribution 20.00 Note 5 -
Earnings per Share(Note 1)
Weighted Average Shares
54,113 54,755 -
(thousand shares)
Diluted Earnings Per Share 6.4 9.87 -
Adjusted Diluted Earnings Per Share 6.4 Note 6 -
Dividends per Share
Cash Dividends 4.7536818 5.5( Note 6) -
Stock Dividends
� Dividends from Retained Earnings - 1.5( Note 6) -
� Dividends from Capital Surplus - - -
Accumulated Undistributed Dividends - - -
Return on Investment
Price / Earnings Ratio (Note2) 21.17 12.65 -
Price / Dividend Ratio (Note 3) 28.51 24.25 -
Cash Dividend Yield Rate (Note 4) 3.51 4.40 -
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Note 1: Net Worth Per Share = (Net Worth - Cash Dividend)/ Number of Common Shares for the the Year. Note 2: shown as eps diluted by consolidation. Note 3: Price Earnings Ratio = Average Closing Price Per Share for the Year /Earnings Per Share Note 4: Price / Dividend Ratio = Average Market Price / Cash Dividends per Share Note 5: Cash Dividend Yield Rate = Cash Dividends per Share / Average Market Price Note 6: Pending for shareholders resolution of 2020 Note 7: As of the printing date of this Annual Report, there was still the latest quarter data of earnings per share (EPS) and net worth per share duly audited by the Certified Public Accountants as well as the market price per share which represents the price of the data of the current year as of the printing date of this Annual Report.
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4.6 Dividend Policy and Implementation Status
A. Dividend Policy in articles of the company:
The Board may, subject to approval by the Members by way of Ordinary Resolution or, in the case of Article 12.3(a), Supermajority Resolution and subject to the Articles and any direction of the Company in general meeting, declare a dividend to be paid to the Members in proportion to the number of shares held by them, and such dividend may be paid in cash or shares.
Subject to the Applicable Law, no dividends or other distribution shall be paid except out of profits of the Company, realised or unrealised, out of share premium account or any reserve, fund or account as otherwise permitted by the Law. Except as otherwise provided by the rights attached to any shares, all dividends and other distributions shall be paid according to the number of the shares that a Member holds. If any share is issued on terms providing that it shall rank for dividend as from a particular date, that share shall rank for dividends accordingly.
The Company, in addition to the dividends to be distributed at the end of each financial year, may distribute interim dividends to the Members on semi-year basis. If the Board decides not to distribute interim dividends, the Board shall adopt a resolution to confirm such non-distribution after the relevant first half of the financial year. The distribution of the dividends at the end of each financial year shall comply with the requirements and procedures set forth in Clauses 14.4 to 14.6 and 14.10 to 14.12 and the distribution of the dividends for the first half of the financial year shall comply the requirements and procedures set forth in Clauses 14.6 to 14.12.
Subject to the Law and this Article and except as otherwise provided by the rights attached to any shares, the Company may distribute profits in accordance with a proposal for profits distribution approved by the Board and sanctioned by the Members by an Ordinary Resolution, in annual general meetings.
The Company is in the growth stage. The Board shall prepare the dividend proposal by taking into account the profit of the year, overall development, financial plans, capital requirements, the industry and the Company's prospects and perspectives and so on and submit the proposal for the Members' approval. For so long as the shares are traded on the ESM or listed on the TPEx or the TSE in Taiwan, if there are profits, in making the profits distribution recommendation, the Board shall set aside out of the profits of the Company for each financial year: (i) a reserve for payment of tax for the relevant financial year; (ii) an amount to offset losses incurred in previous years; (iii) ten per cent (10%) as reserve ("Statutory Reserve"); and (iv) a special surplus reserve as required by the applicable securities
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authority of the ROC under the Applicable Public Company Rules. The remaining balance, if any, together with a part or whole of accumulated undistributed profits in the previous years, subject to the Law and the Applicable Public Company Rules and after having considered the financial, business and operational factors of the Company, may be distributed as dividends to Members in proportion to their shareholdings in the amount of no less than ten per cent (10%) of profit after tax of the relevant year. In the event that dividends are distributed to Members in a combination of share dividend and cash dividend, cash dividend shall be no less than ten per cent (10%) of the total dividends.
B. Proposed Distribution of Dividend
-
Shareholder’s stock dividend: The Company’s Board of Directors has agreed the 2020 earnings distribution on March 05, 2021, with a stock dividend of NT$74,989,050 from the 2020 earnings, which is 150 shares for every thousand shares.
-
Shareholder's cash dividend: The Company’s Board of Directors has agreed the 2020 earnings distribution on March 05, 2021, with an amount of NT$ 274,959,850 from the 2020 earnings and NT$5.5 per share. After agreed by the shareholders’ convention, the Board of Directors has been authorized to set the discharge date.
-
Employee Bonus – in Stock: None.
-
Employee Bonus – in Cash: NT$ 5,122,000.
4.7 The impact of the issuance of bonus shares proposed in the current shareholders�� meeting upon the Company’s business performance and earnings per share (EPS):
On March 5, 2021, the board of directors of the company approved a surplus capital increase of NT$74,989,050, which means that 150 shares will be allotted for every 1,000 shares; the share capital after the surplus capital increase is 585,756,050 yuan. The degree of dilution of the company’s earnings per share by this free allotment is 12.80 %. As the company is currently in a growth stage and it is expected that profits in 2021 will continue to grow, the company's handling of free allotment should have limited impact on operating performance and earnings per share.
4.8 Remuneration of employees, directors and supervisors
- A. Information Relating to Employee Bonus and Directors’ and Supervisors’ Remuneration in the Articles of Incorporation:
According to the Articles of Incorporation of the Company, the Company accrues employees’ compensation at a rate of no less than 1% when the Company earned profits in the year. Employees’ compensation is paid to employees of subordinate companies that meet certain conditions. When the Company is able to increase the amount of profit, it accrues directors’ remuneration at a rate of no more than 3% of the profit of the year.
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- B. The Estimated Basis for Calculating the Employee Bonus and Directors’ and Supervisors’ Remuneration
The Company's annual employee remuneration and director remuneration in 2020are based on the Company's 2020 annual profit (defined as net profit before tax), taking the distribution percentage specified in Company's Articles of Association as the estimation basis, and list the current-stage operating expenses. However, if there is a difference between the actual allotment amount and the estimated one according to the conclusion of shareholder convention, it is regarded as the accounting deviation and is included in the balance profit and loss of the resolution of the shareholder convention. If the employee's remuneration is issued by stock, the calculation of shares in the share-based remuneration bases on the market-closing price on the previous day of the shareholders convention and considers the ex-dividend and ex-dividend effect.
-
C. Profit Distribution for Employee Bonus and Directors’ and Supervisors’ Remuneration for 2021 Approved in Board of Directors Meeting
-
(1) Recommended Distribution of Employee Bonus and Directors’ and Supervisors’ Remuneration: (NT$ thousands)
| Employee Bonus – in Cash $ Employee Bonus – in Stock Directors' and Supervisors' Remuneration Total $ |
5,122 0 1,000 |
|---|---|
| 6,122 |
- (2) Ratio of Recommended Employee Stock Bonus to Capitalization of Earnings: 0%
The above-mentioned actual distribution of employee bonus and directors’ and supervisors’ remuneration was in line with the recommended resolution of the Board of Directors.
D. Distribution of last year’s earnings surplus paid to employees, directors and supervisors: None.
4.9 Buyback of Treasury Stock (Completed)
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----- Start of picture text -----
As of 02/28/2021
Treasury stocks: Batch
The1st batch in 2018 The2nd batch in 2020
Order
Transfer ownership of shares to
Purpose of buy-back Transfer ownership of shares to employees
employees
Timeframe of buy-back November 9, 2018–January 8, 2019 March 18, 2020–May 17, 2020
Price range NT$100 ~ NT$160 NT$95 ~ NT$190
Class, quantity of shares
513,000 shares 571,000 shares
bought back
Value of shares bought-
NT$63,586 NT$52,319
back (in NT$ thousands)
Shares sold/transferred 0 shares 0 shares
Accumulated number of
513,000 shares 1,084,000 shares
company shares held
Percentage of total
1.00% 2.12%
company shares held (%)
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4.10 Bonds
4.10.1 Corporate Bonds
As of 02/28/2021
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----- Start of picture text -----
Corporate Bond Type 1 [rd] Unsecured Convertible Corporate Bond
Issue date June 9, 2017
Denomination NT$100 thousand
Issuing and transaction location Taipei Exchange (GreTai Securities Market)
Issue price To be issued at 100%~101% of fact amount
Total price The total value was 500 million NTD.
The maximum value raised was 505 million NTD
Coupon rate Denomination rate is 0%
Tenor 5 years
Maturity: June 9, 2022
Guarantee agency None
Consignee CTBC Bank Co., Ltd.
Underwriting institution Cathay Securities Co., Ltd.
Certified lawyer Attorney-at-law Chen You-Liang of Jheding Attorney-at-law
CPA Deloitte & Touche Tohmatsu Limited Certified Public
Accountants Lee, Tung-Feng, Yang, Ching-Cheng
Repayment method The bondholders may be repaid by converting possessed
bonds to common stocks based on Article 14, or exercise the
right of buying back based on Article 23 of the Regulations.
The Company may conduct avance repurchase based on
Article 22 of the Regulations, or the Company shall repay in
the total unpaid denomination values except those already
cancelled and bought back from the OTC markets by the
Compny.
Outstanding principal NT$500,000,000
Terms of redemption or advance Please refer to the Company’s “First domestic issuance of
repayment
unsecured conversion of corporate bonds and conversion
measures”
Restrictive clause None
Name of credit rating agency,
rating date, rating of corporate None
bonds
As of the printing date
of this annual report,
Other converted amount of
Amount of convertible bonds after exercise of conversion
rights (exchanged or
attached subscribed) ordinary right: NT$0; Total converted common shares: 0 share
shares, GDRs or other
securities
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Issuance and Please refer to the Company’s “First domestic issuance of
conversion (exchange
unsecured conversion of corporate bonds and conversion
or subscription)
measures”
method
Issuance and conversion,
If all are converted to common shares at the current
exchange or subscription method,
conversion price NT$137.0, then 3,649,635 shares have to be
issuing condition dilution, and
issued, which are 7.15% of total issued shares. Its influence
impact on existing shareholders’
on shareholders’ equity is limited.
equity
Transfer agent N/A
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Corporate Bond Type 2rd Unsecured Convertible Corporate Bond
Issue date September 25, 2020
Denomination NT$100 thousand
Issuing and transaction location Taipei Exchange (GreTai Securities Market)
Issue price To be issued at 101% of fact amount
Total price The total value was 600 million NTD.
The maximum value raised was 606 million NTD
Coupon rate Denomination rate is 0%
Tenor 5 years
Maturity: September 25, 2025
Guarantee agency None
Consignee Bank SinoPac Company Limited
Underwriting institution SinoPac Securities Corporation
Certified lawyer Attorney-at-law Chen You-Liang of Jheding Attorney-at-law
CPA Deloitte & Touche Tohmatsu Limited Certified Public
Accountants Lee, Tung-Feng, Huang, Yao-Ling
Repayment method The bondholders may be repaid by converting possessed
bonds to common stocks based on Article 13, or exercise the
right of buying back based on Article 22 of the Regulations.
The Company may conduct avance repurchase based on
Article 21 of the Regulations, or the Company shall repay in
the total unpaid denomination values except those already
cancelled and bought back from the OTC markets by the
Compny.
Outstanding principal NT$600,000,000
Terms of redemption or advance Please refer to the Company’s “Second domestic issuance of
repayment
unsecured conversion of corporate bonds and conversion
measures”
Restrictive clause None
Name of credit rating agency, None
----- End of picture text -----
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----- Start of picture text -----
rating date, rating of corporate
bonds
As of the printing date
of this annual report,
Other converted amount of
Amount of convertible bonds after exercise of conversion
rights (exchanged or
attached subscribed) ordinary right: NT$0; Total converted common shares: 0 share
shares, GDRs or other
securities
Issuance and conversion,
If all are converted to common shares at the current
exchange or subscription method,
conversion price NT$137.0, then 4,590,666 shares have to be
issuing condition dilution, and
issued, which are 8.99% of total issued shares. Its influence
impact on existing shareholders’
on shareholders’ equity is limited.
equity
Transfer agent N/A
----- End of picture text -----
4.10.2 Convertible Bonds
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----- Start of picture text -----
Corporate bond type 1 [rd] Unsecured Convertible Corporate Bond
Year As of the printing date of
2019 2020
Item this annual report
Market Highest 112.5 116.5 103.45
price of Lowest 99. 100 102
the
convertible Average 107.44 107.39 102.56
bond
Convertible Price NT$142.3 NT$137 NT$137
Issue date and Issue Date: 2017/06/09
conversion price at Conversion price at issuance: NT$173/share
issuance
Conversion methods Issuing of new stocks
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| Corporate bond type | Corporate bond type | 1rdUnsecured Convertible Corporate Bond | 1rdUnsecured Convertible Corporate Bond |
|---|---|---|---|
Item |
Year |
2020 | As of the printing date of this annual report |
| Market price of the convertible bond |
Highest | 113.5 | 107 |
| Lowest | 104 | 102.25 | |
| Average | 109.51 | 105.23 |
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| Convertible Price | NT$130.7 | NT$130.7 |
|---|---|---|
| Issue date and conversion price at issuance |
Issue Date: 2020/09/25 Conversion price at issuance: NT$130.7/share |
|
| Conversion methods | Issuingof new stocks |
4.10.3 Exchangeable Bonds: None
4.10.4 Shelf Registration for Issuing Bonds : None
4.10.5 Corporate Bonds with Warrants: None
- 4.11 Status of New shares issuance in Connection with Preferred stock, Global Depository Receipts(GDR), Employee stock warrants, Employee restricted stock awards, Mergers and Acquisitions: None
4.12 Financing Plans and Implementation:
4.12.1 Plan Contents
As of the last quarter of the printing day of this annual report, the previous issuance or private collection of securities hasn’t completed or has completed in the last three years yet the benefits have not revealed yet: None.
4.12.2 Execution:
For the purpose of each plan stated above, the item-by-item analysis will be compared with the originally expected benefit on the last quarter before the printing date of this annual report. If the implementing progress or the benefit does not meet the expected target, specifically specify the reason and impact on shareholders' equity and the respective improvement plan: N/A.
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V. Operational Highlights
5.1 Business Activities
5.1.1 Business Scope
A. Main areas of business operations
The Group is mainly engaged in research, manufacture and sale of cellulose acetate and tows.
B. Revenue distribution
Unit�NT$ thousands
| venue distribution | Unit�NT$ thousands | Unit�NT$ thousands | Unit�NT$ thousands | Unit�NT$ thousands |
|---|---|---|---|---|
| Annual Item |
2019 2020 |
|||
| Sales Amount Business Proportion Sales Amount Business Proportion |
||||
| Acetate tow | 626,973 28.83% 663,466 28.19% |
|||
| Acetate flake | 1,548,017 | 71.17% | 1,689,914 | 71.81% |
C. Main products
Cellulose acetate tow and Cellulose acetate.
D. New products development
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----- Start of picture text -----
Products Application of new products
Cigarette filters, water-based pen refills, garment materials,
Cellulose acetate tow
diapers, other filter materials and IQOS e-cigarettes, etc.
Base fabric (non-
Facial masks, facial filters
woven fabric)
Cellulose acetate Special plates, plastic toys, packaging materials, instrument
plastic grade casings, tool handles and cellulose films
Cellulose triacetate Protective films for LCD PVA film, organic permeable films
----- End of picture text -----
5.1.2 Industry Overview
1.Current state and development of the industry
The Company is an oversea holding company established in the Cayman Islands in September 2014. The Group mainly engages in the manufacture, sale and R&D of cellulose diacetate tows, vertically integrates the material sources. Since 2016, the Company jointly established the Aceteck
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Material Co., Ltd. with Lunan Chemicals Co., Ltd. and the strategic investor Qiyao Co., Ltd., which mainly engages in the production, sales and R&D of cellulose diacetate. The cellulose diacetate tows belong to the acetate industry, the main applications are on the filter materials. The downstream application market includes filters for cigarettes, dry diapers, refills, non-woven masks, reverse osmosis membranes, sewage treatment. In medical applications, the cellulose diacetate tows are used to produce blood filters; some of them are also used in high-class clothing. About 75%-85% of the global cellulose acetate fiber production is the cellulose diacetate, and over 90% of the acetate tows are used for cigarette filters. The raw material of diacetate is wood pulp, which is a naturally regenerated fiber. The fiber is made into the cellulose diacetate by reacting with chemical raw materials such as acetic anhydride, and then produced into the cellulose diacetate tows through a series of process technologies. The industry overview and terminal application market are as follows:
The global environmental pollution is increasingly serious; the original ecological balance is destroyed as never made before. Countries around the world have developed strict environmental laws and regulations, using natural fibers or renewable resources as fiber raw materials, which enables the minimum pollution to the environment from products in the manufacturing process and the disposal afterward. The main raw material of cellulose acetate fiber is made by natural vinegar through acetification process, and is divided into acetate cellulose, cellulose diacetate and cellulose triacetate according to the acetification degree. The acetate cellulose has good skin contact and wearing comfort, hygroscopicity and easy to handle about, and its products can be completely decomposed, biodegradable that many synthetic fibers can’t, which can be used for pharmaceutical enteric coatings, eyeglass frames, toys and other plastic products, or dissolved in acetone, after spinning, silking and curling, form tows to produce cigarette filters, dry diapers, refills, non-woven masks and sewage treatment; in addition, in medical, acetate cellulose can be used to make hemodialysis filtration membrane, artificial kidney membrane material and similar products. Therefore, the end application products of acetate cellulose can be quite extensive and diverse.
The Group makes vertical integration and expands new plant to material source and completed the plant construction on June 30, 2017. The new plant mainly produces cellulose diacetate (commonly known as vinegar tablets), and the spinning grade vinegar tablets are used by Jinan Acetate Chemical Co., Ltd., which is a downstream company of the supply group. The plastic vinegar tablets are mainly sold out. The manufacturing process of vinegar tablets applies the medium temperature method, and the cellulose acetate grade pulp reacts with acetic anhydride as the catalyst under the condition of sulfuric acid as the solvent and the acetic acid is as the solvent to produce cellulose triacetate, which is then hydrolyzed, precipitated, washed and dried to obtain cellulose diacetate. The manufacturing process of cellulose diacetate tows mainly uses vinegar tablets as raw material, processed by dissolution,
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filtration, spinning, and crimping, drying, wire-drawing, packaging and other processes. Because the cellulose diacetate tows have excellent elasticity and thermal stability, its texture is firm, non-toxic, tasteless, small suction resistance, and remarkable in filter effect. It can reduce harmful substances such as tar and nicotine that enter human body during smoking, and thus have replaced the polypropylene material and become the main raw material for today’s cigarette filters. Since the acetate tows have come into mass production model in 1962, the production of Celanese, Eastman and Rhodia (bought by the Solvay Group in 2011) accounted for the majority in the market; all three major suppliers produce their own vinegar tablets, supplying the world's major tobacco manufacturers (China Tobacco, PMI, British Anglo, Independent & Monopolies, Japan Tobacco and other manufacturers) after being formed to tows, and has long-term stable cooperation with global tobacco manufacturers. Since the manufacturing capacities of these three major suppliers are adjusted mainly in line with the demand of the top five tobacco manufacturers, therefore, the capacity expansion is cautious. In the past a few years, due to the growth of Chinese cigarette market, the supply of cellulose diacetate tows is in short; China tobacco industry has no independent technology, it thus makes joint venture with international companies. After obtaining the required technology, the production and demand have gradually become balanced. The demanding and price of cigarettes are extremely affected by the cycle of economy. Even if the tobacco tax is added to the tobacco control policy, the additional cost is taken by consumers and the cigarette prices increase instead of decrease; yet, for the acetate tows, under the major change in the cost structure, the price of the cellulose diacetate tows was adjusted along with adjusting of upstream and downstream prices.
In 2016, the global output of diacetate tows was about 762,000 tons, and its end products were widely used in cigarette filters. According to the research report of Zhiyan Consulting Group Research Center, the global sales amount of diacetate tows in 2016 is about 4.217 billion US dollars; the growth is going to reach over 4.811 billion US dollars by the end of 2023. It is obvious that the market demand will continue to grow in the future. The following are the markets for downstream applications such as the filters and textile cellulose acetate fibers.
A.Filters
The filters are the upper part of cigarettes, which are used to filter out part of the tar inhaled from cigarettes, reducing the discomfort of the smoker after smoking. With the technology development, the filter types have made some changes. Because cellulose diacetate tow has good elasticity and thermal stability, it has a special type structure and chemical composition, which is non-toxic, tasteless, and strong in adsorption and has a significant effect on filtering, which can reduce the toxic substances in the flue gas. Filters have been applied to the cigarette filters since 1957 to instead of polyester fiber
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material; it has become the main material for cigarette filters. Cellulose acetate fiber is widely accepted by consumers enjoying both low tar and high tar cigarettes. At present, the density or specification of acetate tow has reached 5.0 denier from 1.8 denier and can be made into a series of filters that adapt to different pressures and remaining characteristics. The finer the fiber, the higher filtration efficiency of cigarette it can reach about. In addition, the ventilation function of cellulose acetate fiber can also reduce the smoke volatilization, and the volatilization of cigarette tar and nicotine decreases as the filter becomes longer. In the past, cigarette filter was usually 20 mm long, at present, 25 mm, 27 mm or even 31 mm filters are common. The increase in filter length reduces the tobacco amount in cigarette; on the other hand, it reduces the cigarette smoke; longer cigarette filter can make better smoke-reducing effect.
The filter market is mainly from the demand of cigarette market. At present, the demand of global cigarette market is affected by the increasing number of tobacco control measures and the diversified trend of smoker consumption. The cigarettes demand in the developed countries including the United States, Europe and Japan continues to declining, within 2005 to 2018, cigarette sales in Asia, Middle East and Africa increased. The main cigarette growth in Asia comes from China. China is the country with the highest smoking population in the world. The output value of Chinese cigarettes is 43.6% of the global total. Other emerging economies such as Indonesia and Africa are the growing regions of cigarettes. According to the data, the top five cigarette markets are China, Russia, the United States, Indonesia and Japan, which account for 61.7% of the total cigarette market in 2018; among the top ten cigarette markets, six of them are the emerging market economies. The Indonesian cigarette market is a special one, mainly based on clove-flavored diced cigarettes; in the Russian cigarette market, cigarette sales decreased by 31.7% within 2013 to 2018, yet, cigarette sales increased by 2%; the tobacco market in India mainly is the smoke-free tobacco, about 75% market share; followed by the hand-rolling tobacco market, about 27% market share; cigarettes share only 14%; but for international tobacco merchants, about 825 billion cigarettes were sold in India in 2018, which is one of the emerging markets that can be expected to be developed.
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- �Global cigarette market per region�
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==> picture [347 x 114] intentionally omitted <==
Source: Euromonitor International, 2019
According to a market research report released by Euro monitor International in 2018, global cigarette sales decreased by 3.7% from 2004 to 2018; and cigarette sales increased by 24.4%. Euromonitor International predicts that the global cigarette industry will continue to grow in the next five years, and sales are expected to decrease by 6.9%, yet, sales will decrease by 0.2% due to price increasing.
- Global cigarette market 2004-2018 production value and annual output �
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==> picture [388 x 100] intentionally omitted <==
Source: Euromonitor International, 2019
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The cigarette markets in each of the above regions are growing and affecting the demand for cellulose diacetate tows. However, not all cigarettes have filters, on particular the unfiltered cigarettes are more common in the emerging economies. Nowadays, the income of emerging economies is increasing and health awareness is rising. In addition to the government's effort to strengthen tobacco control measures with the World Health Organization (WHO), consumers and manufacturers are more convinced that the use of filters and the extension of cigarette filters can reduce the inhale of harmful substances. Therefore, the demanding of cellulose diacetate tows in the emerging markets such as Eastern Europe, Africa, the Middle East and Latin America shall continue to rise up.
B. Cellulose acetate fiber grade (non-woven facial mask, dry diaper and high-grade clothing, etc.)
Non-woven fabric made of acetic acid staple fiber (non-woven fabric) can be used for surgical dressing that is non-sticking to the wound which is a high-grade medical and hygienic material, and can also be used as the main material for the absorbent layer of diapers. In addition, acetic acid staple fiber can also be blended with cotton or synthetic fiber to make various fabrics with excellent properties. On particular, acetate fiber has been developed for use in masks because it has stronger water retention and conformability than existing non-woven fabrics. Acetate filaments are the silkiest one in the chemical fiber, and the gloss is elegant. Bright dyeing, strong color fastness, soft and smooth handfeeling, light texture, low moisture regain, good elasticity, hard to wrinkle, good drapability and thermos-plasticity and dimensional stability, able to be widely used as clothing lining, casual wear, pajamas and underwear, etc. It can also combine with polyvinyl alcohol, polyester, polyamine filaments and silk to make composite yarns, weaving all kinds of men's and women's clothing and developing satin fabrics and woven fabrics, decorative satin and embroidered products. At present, it is favored by consumers in the United States, Britain, Japan, Italy, Mexico, South Korea, Russia, Pakistan and other countries and regions, especially in the US market. China's annual demand on textile cellulose acetate fiber is about 10,000 tons. Due to the high import price, there are only small amount of import, about 2,000 tons per year. Many textile mills use substitutes to solve the problem of insufficient cellulose acetate, and the performance of acetate fiber is excellent. Wide range, high added value of products, no pollution in the production process and renewable raw materials that is suitable for sustainable development. China's textile acetate filament production is still completely dependent on imports, so the market prospect of textile acetate fiber is very promising.
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C. Cellulose acetate fiber grade
Acetate is the most widely used plastic frame material. Its advantage is that it is easy to dye so that it can make various color changes (composite, tortoiseshell, wood grain, brushed grain...), and has good light transmittance and gloss. Acetate fiber needs to be deacidified, dried in the shade, and baked for a long time before making glasses to improve its stability. On the other hand, the disadvantage of acetate fiber is that it is easy to deform after absorbing water, because it is made of plant fiber. According to Statista's forecast of the future revenue of the plastic frame market, the global plastic frame market revenue is expected to reach 19.65 billion U.S. dollars in 2023, with a compound annual growth rate of 3.9% during the forecast period (CAGR 2020-2023)
�Global Plastic Frame Market Revenue and Estimated 2010-2023�
==> picture [444 x 184] intentionally omitted <==
SOURCE:statista,2020
According to Statista data, the main source of market revenue growth comes from the global population growth and the increase in the price of mirror frames. In recent years, the use of community opinion leaders (KOL) as the main axis of marketing has increased in the market, and the recognition of products by opinion leaders has made people more accepting of the price of glasses. This phenomenon will promote market growth during the forecast period. . On the other hand, manufacturers are paying more and more attention to the design of glasses, so that users' demand for glasses has not been reduced due to the popularity of contact lenses, and the unit price of glasses has also risen, which in turn drives the demand for plastic frames.
According to the World Population Prospects 2019: Highlights report released by the United Nations, the global population will grow to 8.5 billion in 2030, which will have a positive impact on the future demand for glasses. According to the report THE IMPACT OF issued by the World Health
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Organization MYOPIA AND HIGH MYOPIA pointed out that in the future, the myopia population and the myopia rate will increase year by year. It is estimated that the myopia population will reach 4.9 billion in 2050. Therefore, the demand for glasses will increase year by year, and the demand for plastic frames will also increase.
- �Average price of global plastic frame market 2010-2023�
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==> picture [99 x 11] intentionally omitted <==
----- Start of picture text -----
SOURCE:statista,2020
----- End of picture text -----
- �Global Plastic Frame Market Sales Volume and Estimated 2010-2023�
==> picture [471 x 192] intentionally omitted <==
SOURCE:statista,2020
In summary, due to the impact of the price of glasses and population growth, the world's demand for glasses should continue to rise in the future.
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- Correlation among upstream, midstream and downstream sections of the industry:
The relationship of the Group's upper, middle and lower industries are shown as follows. The Company's cellulose diacetate tows can be used in a wide range of applications. At present, most of the tows are used in cigarette filters, the upstream industry is the manufacturers of cellulose diacetate, and the downstream one is the filter rod manufacturers or cigarette manufacturer, ink refills, dry diaper layer products and sewage filters, etc. In 2016, the Group vertically integrated the material source and has established a joint venture with Lunan Chemicals Co., Ltd., which is the upstream supplier, and downstream strategic investor Qiyao Co., Ltd. and started to mass production since the second half of 2017, which mainly produces the cellulose diacetate to reduce the cost of raw materials, and processed through a series of process technologies, and then sold to downstream manufacturers such as filter rod manufacturers or cigarette manufacturers that manufacture cigarette filters. The tobacco industry, which is mainly used for its application, is relatively closed in operation. Therefore, in addition to direct sales, the Company also sell products through agents familiar with the tobacco industry.
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==> picture [458 x 108] intentionally omitted <==
Source: Provided by the Company
3. Various development trends and competition conditions of the product:
- A. Expanding other application areas of cellulose acetate fiber
Cellulose acetate tow is mainly used in tobacco tows, dry diapers and refills, etc. It can also be applied to sewage treatment filtration and hemodialysis. The Group will actively perform R&D on related applications in the future.
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B.In-depth R&D (R&D ) on the full series of special tobacco tow specifications
While continuing to develop existing specifications, we will strengthen special specifications to meet the needs of diverse customers and focus on quality improvement.
C. In-depth horizontal development
In addition to maintaining its own customers, the Company also actively seeks potential customers by participating in foreign exhibitions, and proceeds to develop potential emerging markets so as to expand its business. In addition, it will select good-quality customers as partners and grow together with them.
In summary, the Group continues to invest in the R&D of high-level technologic research and related applications of cellulose diacetate tows and cellulose triacetate, responding to the development of future medical and daily consumer products, with a view to master business opportunities.
4. Industrial competition
The Group mainly engages in the R&D, production and sales of cellulose diacetate tows. It is a professional cellulose acetate tows manufacturing company, the main competitors are from multinational international companies such as Europe, the United States and Japan, including Solvay, Eastman, Celanese and Daicel, etc. In this almost oligopolistic market, aim to the efforts of emerging country customers as business development targets, and nowadays have gained certain reputation in this field. But the Company still has to face the competition of international manufacturers that own transnational resources. In addition to the Company’s continuous R&D, the Group has continued to improve the manufacturing process and maintain quality stability, and strives for more customer orders and whereas reduces the risk of industrial changes.
5.1.3 Research and Development
1. Research and development and technical ability of our business lines
A. Technologic level
The Group mainly engages in the production of various types of cellulose diacetate and tows, and makes R&D on such products. Cellulose diacetate has different properties and applications depending on its esterification degree. The products with of acetification degree of 2.25-2.3 are used for producing special plastic sheets; products with of acetification degree of 2.8-3.0 are for high
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performance electronic films and organic penetration membranes. The products with of acetification degree of 2.4-2.6 are applied for producing the Group's tows.
The raw material of cellulose acetate is natural cellulose such as wood pulp or cotton pulp. It is a renewable resource with rich sources and sustainability. Meanwhile, the wastewater generated in the production process is easy to handle and has less rejects. The main operating units in production process are cellulose acetate production unit, recovery unit, raw material tank area and chemicals area. Due to the wide variation of raw materials, the conditions for producing various specifications of tows are also quite different. Cellulose diacetate tow has a very powerful filtering function. In the production process, the main operating units are dissolution, high efficiency filtration, spinning, crimping, drying, wire swaying, packing, acetone, recovery and distillation units, etc. The main features of products are:
-
(A) Renewable, belonging to the cleaning industry;
-
(B) High filtration accuracy;
-
(C) Fit the filtration requirements for multiple industries.
From the aforesaid features we can see that the Group’s products are in line with the needs of society under sustainable development. For different filtration requirements and consumption, different process conditions are designed to produce different specifications of cellulose acetate and tows, and the experience of existing products cannot be fully applied. In addition to the experience of using existing products, it is necessary to develop relevant material parameters, equipment parameters and process parameters. The development of new products must have a certain amount of technology and experience to achieve the high production rate of new products. The technical threshold for entering this industry is very high. After years of hard work, the Company's overall technology maturity is quite high, and related products have been recognized by manufacturers in more than 30 countries.
B. Research and development (R&D):
In addition to the continuous development and improvement of the present product, the Group's R&D direction is to strengthening the own manufacturing strength and steps toward diversified products; the expected future development direction is as follows:
==> picture [432 x 130] intentionally omitted <==
----- Start of picture text -----
Product Developing direction
Cigarette filters, water-based pen refills, garment materials,
Cellulose acetate tow
diapers, other filter materials and IQOS e-cigarettes, etc.
Base fabric (non-
Facial masks, facial filters
woven fabric)
Cellulose acetate of Special plates, plastic toys, packaging materials, instrument
----- End of picture text -----
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| plastic grade casings, tool handles and cellulose films |
|
| Cellulose triacetate | Protective films for LCD PVA film, organic permeable films |
2. R&D costs of recent year and year 2020
| costs of recent year and year 2020 | costs of recent year and year 2020 | costs of recent year and year 2020 | costs of recent year and year 2020 |
|---|---|---|---|
| Unit�NT$ thousands;% Item 2018 2019 2020 Expense of R&D 110,484 96,675 97,428 Net Sales 1,739,194 2,174,990 2,353,380 Proportion of revenue 6.35 4.44 4.14 |
|||
| Expense of R&D 110,484 96,675 97,428 |
|||
| Net Sales 1,739,194 2,174,990 2,353,380 |
|||
| Proportion of revenue | 6.35 | 4.44 | 4.14 |
3. Technology or product developed successfully
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----- Start of picture text -----
Year R&D effort Main technology description Products
Air-draft and air-return Channel air-draft device in spinning machine,
equalizer in spinning channel is used to dry the cellulose acetate tows
machine channel sprayed by slurry through the spinneret, which
belongs to the spinning channel air-draft
technology.
Two-stage silk guide The tows retracts from the silk-guide roller of
roller for cellulose spinning machine channel, which belongs to the
acetate production silk-guide roller technology.
Air-draft device in The channel air-draft device in the spinning
spinning machine ine, applied to dry the cellulose acetate tows
channel ed from the slurry through the spinneret, which
gs to the spinning channel air-draft technology.
Tows silks-combining Device making that combines many silks into a
device cellulose acetate tow by the collection roller,
which belongs to the cellulose acetate tows silk-
combining technology. Acetate
2015
Cellulose acetate The production line of cellulose acetate, which tow
production line belongs to the hollow fiber acetate production
technology.
Cellulose acetate tows The conversion device that cellulose acetate tows
continuous wire- pass through the wire-pendulum machine and
pendulum exchange box switch between two silk barrels after pendulum
threading, which is the cellulose acetate tows
laying technology.
Spinning channel air- The channel wind-balancing device in the spinning
adjusting valve machine, the channel is used to dry the cellulose
acetate tows sprayed by the slurry through the
spinneret, which belongs to the spinning channel
air-draft regulation technology.
Cellulose acetate tows The mechanism for guiding cellulose acetate tows
guiding wear- on a pendulum machine, which belongs to the
prevention mechanism cellulose acetate tows production technology.
Curling machine back The device used to stabilize the back pressure of
Acetate
2016 pressure stabilizing the crimper, which belongs to the crimper back
tow
device pressure technology.
----- End of picture text -----
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----- Start of picture text -----
The side plate in the crimping machine used for
Curling machine wear-
crimping the cellulose acetate tows, which belongs
preventing side-plate
to the crimper side plate technology.
The spinneret sealing device used in the spinning
Spinning machine machine for the production of cellulose acetate,
sealing device which belongs to the spinneret sealing technology
in the spinning machine.
Midway test system for the production of cellulose
Cellulose diacetate
acetate, which belongs to the cellulose acetate
midway test system
production technology.
The guiding mechanism before the cellulose
Cellulose acetate tows
acetate tows entering the crimping machine, which
tension stabilization
belongs to the cellulose acetate tows production
guiding mechanism
technology. Acetate
The device used to install the cellulose acetate tow
Spinning metering tows metering pump in a spinning machine, which
pump mounting device belongs to the spinning technology in a spinning
machine.
The spinneret in the spinning machine for the
Fiber spinning nozzle
production of cellulose acetate, which belongs to
2017 cap
the spinning technology in spinning machine.
The device used to evaluate the acetification
performance of raw material cellulose acetate for
Aceification
producing cellulose acetate in a production
performance evaluator
process, which belongs to the cellulose acetate
acetification performance evaluation technology.
The device used to prevent the cellulose acetate
Acetate
Vinegar sheets drying from running out of the dryer during drying
flake
and anti-escape device process, which belongs to the cellulose acetate
drying technology.
Integrated vinegar The device is used to extrude raw cellulose acetate
sheets moisture material and produce the dewatered cellulose
extrusion and splitting acetate before drying, which belongs to the
device cellulose acetate extrusion drying technology.
This machine is used for pre-pulverizing raw wood
Acetate
2018 [Wood pulp loosing ] pulp in producing cellulose acetate, which belongs
machine flake
to the wood pulp pre-crushing technology.
----- End of picture text -----
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----- Start of picture text -----
Decolorizing device for This device is used for decoloring and purification
recovering acetic acid in treatment of recovered acetic acid in the
manufacturing process manufacturing process of acetate cellulose, which
of acetate cellulose belongs to the acetic acid decoloring technology.
Automatic sampling The cellulose acetate production process is used to
device for cellulose sample the cellulose acetate sheet for inspection,
acetate sheets dry which belongs to the cotton pulp pre-shearing
inspection technology.
It is the acetic acid waste residue treatment
System for recovering technology, which changes the viscosity of
acetic acid from vinegar cellulose acetate waste residue by hydrolyzing and
waste residue liquid degrading the waste residue liquid, facilitate the
acetic acid recycling operation.
This device is used in the pre-shearing of cotton
Cotton pulp pre- pulp before the grinding in cellulose acetate
shearing device production process, which belongs to the cotton
pulp pre-shearing technology.
This device is used in the production process of
Cellulose acetate drying cellulose acetate to uniformly transport the cloth
niform conveying device when cellulose acetate sheets are dried, which
belongs to the cotton pulp pre-shearing technology.
The utility model relates to a device for crushing
and drying the finished acetate fiber(Flake)
Crushing and drying
produced by the low temperature method, which
system of Acetate Flake
belongs to the technical field of crushing the
finished acetate piece.
Automatic packing The utility model relates to a device for cleaning ash
Acetate
2019 system of cellulose of cellulose acetate flake grinding, belonging to the
flake
acetate powder technical field of cellulose acetate flake grinding.
The utility model relates to a solid-liquid separation
device for removing solids in liquid with large solid
Backwash solid-liquid
particles and uneven particle size, in particular to a
separation filter blade
filter blade, belonging to the technical field of solid-
liquid separation.
----- End of picture text -----
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----- Start of picture text -----
The utility model relates to a slurry pump for
Reverse flow slurry preventing the packing and sealing leakage of slurry
pump in the process of transportation, belonging to the
technical field of slurry pump.
An improvement of filter element of concentrated
Concentrated sulfuric
sulfuric acid screening program, which can be
acid screening program
extended to the filtering operation of other highly
filter element
corrosive liquids.
The utility model relates to a device for recovering
Waste oil recovery
the spilled lubricating oil of a four roller crusher,
device of four roll
which belongs to the technical field of waste oil
crusher
recovery and utilization.
A reaction device of A device for reaction of magnesium oxide with
magnesium oxide and dilute acetic acid solution belongs to the technical
dilute acetic acid field of reaction of magnesium oxide with acetic
solution acid.
It is used to improve the power transmission
Improved dissolving
mechanism of the dissolving kettle and reduce the
power transmission
damage rate. It belongs to the dissolving field of
machine
fiber tow production.
It is used for the orbit of tow to make the orbit more
Acetate
2020 Ribbon adjustment even and flat, which belongs to the field of fiber
tow
tow.
It is used for dissolving feeding material, which
makes feeding smoother and better sealed. It
Vinegar flake feeder
belongs to the field of dissolving feeding material
for fiber tow production.
----- End of picture text -----
5.1.4 Long-term and short-term business development plan
1. Short-term business development plan
The Group exports to more than 50 countries and regions worldwide for a long time and maintains good cooperative relations. Both existing and new products are comparable to competitors with more affordable prices. In recent years, the company has continued to develop new product projects such as acetate fiber non-woven fabric and acetate fiber film while maintaining its cost advantage. Among them, acetate fiber non-woven fabric has high-precision filtering function and is mainly used in the ready-to-wear market. As a base fabric for high-end apparel embroidery, it has been
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successfully developed and exported to Italy. In the future, the company will continue to improve technology and actively promote overseas markets; and acetate film Its degradable function is widely used in straws, agricultural mulch, etc., which can achieve the environmental protection purpose of reducing environmental pollution. The Group will continue to maintain cost advantages and develop better product specifications. Meanwhile, on the basis of existing customers, the Group continues to develop the larger world market.
2. Long-term business development plan
The development of new products alone is an established strategy of the Group. In the past a few years, the Group has continued to actively develop new products and accumulated rich experience in product development. In the future, the Group will closely monitor the development trend of new products and new technologies, and develops better products for customers. The main advantage of the Group is its rich R&D experience on new products.
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5.2 Market and Sales Overview
5.2.1 Market Analysis
A. Sales (Service) Region
Unit�NT$ thousands;%
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----- Start of picture text -----
Year 2018 2019 2020
Area Amount % Amount % Amount %
Asia 1,236,829 71.12 1,487,505 68.39 1,508,612 64.10
Africa 139,531 8.02 53,706 2.47 58,040 2.47
America 351,951 20.24 461,674 21.23 609,740 25.91
Other 10,883 0.62 172,105 7.91 176,988 7.52
Total 1,739,194 100.00 2,174,990 100.00 2,353,380 100.00
----- End of picture text -----
B. Market Share (%) of Major Product Categories in the Last Two Years
The Group mainly engages in the manufacturing and sales of cellulose acetate tows. As there is no company with the same business content in Taiwan, the Group's market share is estimated by the global production of cellulose acetate tows. The Group's annual sales volume in 2020 is approximately 13,518 tons; the estimated global market share is as follows:
| Unit�thousands ton | |||
|---|---|---|---|
| Year | Acetate Group | Global Acetate fiber | Market Share (%) |
| Acetate tow yield | Tow yield | ||
| 2020 | 13.518 | About 736,923 | 1.8% |
C. Market Analysis of Major Product Categories
Since cellulose acetate tow entered mass production in 1962, the production of Celanese, Eastman and Rhodia (bought by the Solvay Group in 2011) accounted for the majority of the market share, all three suppliers produced their own cellulose diacetate (vinegar sheets)); after being processed into tows, the tows are supplied to major tobacco manufacturers (China Tobacco, PMI, British Anglo, Independent & Monopolies and Japan Tobacco, etc.), and have long-term stable cooperation with global tobacco manufacturers. The capacity adjustment of these three major suppliers is mainly in line with the needs of the top five tobacco manufacturers. Therefore, the expansion of production is very careful. In the past a few years, due to the growth of the Chinese cigarette population market, supply of cellulose diacetate tows are in short. Since China Tobacco has no independent technology, after many joint ventures with international giants to obtain technology, the supply and demand has gradually become more balanced. The demand and price of cigarettes are extremely affected by the booming cycle. Even if the tobacco tax is added to the tobacco control policy and the cost is transferred to consumers, cigarette price won’t decrease, but for the cellulose
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diacetate tows, under the major changes in the cost structure, the price of cellulose diacetate tows is adjusted as the upstream and downstream prices are adjusted.
At present, the global production of cellulose diacetate tows is about 730.7 thousand tons; the end products are massively used in cigarette filters. According to the report issued from the Research Center of Zhiyan Consulting Group, the global sales price of pharmaceutical cellulose diacetate tows industry in 2018 is about US$ 4.402 billion. By the end of 2023, the growth will reach over US$ 4.811 billion. It is obvious that the market demand will continue to grow in the future.
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Source: Zhiyan Consulting Group, 2017
-
D. Strengths and weaknesses of development
-
Independent production technology and customized services
The Group has been in the field of chemical fibers for many years. It has professional technology of cellulose acetate production, such as spinning winding, acetone recovery and other equipment and technologies. According to the customer's request for new products, the two parties have a tacit understanding of rapid design and development of products; significantly shorten customer communication time, speed up the joint development of new products, assist customers to launch new products as soon as possible, and seize market opportunities. The Group has a long-standing relationship with major customers and has successfully gained the trust and recognition from its customers with its stable and excellent product quality and the advantage of perfect service.
- Establish a good relationship with customers and provide perfect services to them.
The Group has a long-standing relationship with major customers and is able to communicate directly with customers to understand their actual needs and produce high-quality products with
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superior process technology. Meanwhile, in addition to maintaining existing customers, the Group has successfully developed orders from many filter rods manufacturers. It is obvious that the product quality has been affirmed by large customers.
3.Emphasis on elite recruitment and develop independent technology
The Group pays great attention on the independent training of elites and regards them as an important strategy for long-term operation. With advanced acetate tows production technical capabilities in various specifications and excellent R & D team, in-depth study the development of more products with special specifications that can meet the diverse needs of end customers. The Group also applied for a number of patents in R&D technology. Through the establishment of national patent certification, develop independent technology to enhance technical competitiveness and leading edge.
E. Favorable and Unfavorable Factors in the Long Term
1. Favorable factors
- (1) Production technology patents, independent R&D capabilities and high barriers to capital access
The key technologies of the Group are the production technologies, patents and independent R&D capability of cellulose diacetate and tows, which have certain barriers to access. The Group has intensively studied for many years with rich experience in technology, such as R&D of the industry-leading special-specification acetate tows equipment and technology that can meet the product requirements of different end customers.
The production technologies of cellulose diacetate tows are intensive, the process technology and product output yield decide the production cost. The Group's products have high yield and stable quality; the experienced R&D and production personnel regularly observe and adjust the acetate tows producing process and related machine programs to maintain high production yield and reduce production cost. In addition, mass production will reduce the unit input cost and expenses.
The production technology of cellulose diacetate tows is becoming more and more important to the industry, and the amount of capital investment is also increasing. The capitalintensive nature of manufacturing acetate tows is becoming more and more obvious. The Group has advanced acetate tows manufacturing R&D technology and equipment, the quality and technology is deeply affirmed by international manufacturers that make other new players in this field more difficult to access this field.
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- (2) Growth of the filter market from emerging economies
Global cellulose diacetate tows are mainly used in cigarette filters. Although the aforesaid cigarette market has a long-term growth and affects the demand of filters, but, not all cigarettes have front filters, especially unfiltered cigarettes are more common in emerging economies, mainly due to lower health awareness and income, and the cigarette filter is considered the reason of affecting the taste of smokers. Nowadays, due to the increasing income of emerging economies and rising health awareness, except the governments still work with the World Health Organization (WHO) to strengthen tobacco control measures, consumers and manufacturers mostly agree that adding filters to cigarettes and increasing the cigarette filter lengthen can reduce the inhale of harmful substances, so the current demand for cellulose diacetate tows in emerging markets such as Eastern Europe, Africa, Middle East and Latin America is still increasing as filter demand increases.
- (3) Wide range of cellulose acetate applications
With its high added value of products and good market prospect, the Group, by utilizing the understanding on the characteristics of cellulose acetate and the R&D of various fiber materials, has begun to develop other applications of cellulose acetate, such as sewage treatment process application, biomedical products or other derivative products, and expands product application scope.
- (4) Maintaining long-term stable partnership with customers
The Group's products are produced per customers-demanded new products or under customized production according to customer needs. The Group has a long-standing relationship with major customers, established a good understanding with customers, and has successfully obtained the trustfulness and affirmation from customers by the advantage of stable and excellent product quality.
-
Unfavorable factors and countermeasures
-
(1) Impact from tobacco control measures
At present, the largest application area of cellulose acetate in the world is still the cigarette filters. As the cigarette market is affected by enactments, such as cigarette health donation tax and indoor smoking prohibition, the cigarette market trend is fair in the developing countries, and shows recession in the developed countries such as the United States, Western Europe and Japan are showing recession.
Countermeasures
Through the experience of internationally renowned exhibitions and past transacting
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experiences with emerging economies, the Group develops the profitable markets in Africa, Middle East, Eastern Europe and Asia (excluding China) or the markets in other low income countries through the agent services worldwide. In addition, it also strengthens other applications of cellulose acetate, such as the R&D of hollow fiber membranes.
- (2) The risk of rising wage costs in Mainland China
The Group's main production base is located in Mainland China. In recent years, Mainland China provinces have continuously raised labor wages and benefits, resulting in the increase in labor costs for enterprises. Due to the improvement of education standard and income level in Mainland China, supply of labor force in there has been decreasing, caused by the change of social value; and the Group has gradually increased its recruitment and production costs. Countermeasures
In facing the trend of rising wages in China, the Group will continue to improve production line planning, process management and import of high-performance equipment to further reduce manpower, increase output efficiency and yield and reduce production cost to reduce the production cost in response; and strengthen employee work training to upgrade work efficiency, reduce the impact of rising labor cost on business operation.
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5.2.2 Production Procedures of Main Products
- A. Major Products and Their Main Uses
| Product type | Major Product | Usage |
|---|---|---|
| Filtrate foreign matters | Acetate tow | Cigarette filters, water-based pen refills, diaper absorbingliningand clothes |
| Plastic sheets with high transparencyand anti-climate |
Acetate flake | Glasses frame and high-class tool handles, etc. |
- B. Major Products and Their Production Processes Process of Acetate flake
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==> picture [466 x 118] intentionally omitted <==
Process of Acetate tow
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==> picture [466 x 104] intentionally omitted <==
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5.2.3 Supply Status of Main Materials
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----- Start of picture text -----
Major Raw Materials Source of Supply Supply Situation
Wood /Cotton pulp SC, Gaomi Yinying Stable
Lunan Chemicals Co., Ltd.,
DingXing Chemicals Co., Ltd.,
Acetic anhydride Kaifong Ronghua Stable
Yankuang Coal Chemicals International
Trading Co., Ltd.,
Acetone Jiabo Chemicals Stable
----- End of picture text -----
5.2.4 Major Suppliers and Clients
List of customers that account for more than 10% of total sales within either of the last two years, their purchase amount and ratio:
A. Major Suppliers in the Last Two Calendar Years
Unit: NT$ thousands�%
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----- Start of picture text -----
2019 2020
Relation Relation
Item Company Company
Amount Percent with Amount Percent with
Name Name
Issuer Issuer
1 SC 238,414 26.09 None SC 283,318 27.31 Note
Yankuang
Gaomi
2 191,617 20.97 Note Coal 194,255 18.72 Note2
Yinying
Chemicals
Lunan Gaomi
3 151,741 16.60 Note1 107,708 10.38 None
Chemical Yinying
Others 332,153 36.34 - Others 452,263 43.59 -
Net Total Net Total
913,925 100.00 - 1,037,544 100.00 -
Supplies Supplies
----- End of picture text -----
Note1: Lunan Chemical is Acetate Materia’s shareholder.
Note2: Yankuang Coal Chemicals is a related party of the same group of Lunan Chemical.
Reasons for amount change:
The Group's change in the purchase amount of the aforesaid suppliers is mainly due to that the Group has established Acetate Material Co., Ltd. that can master the supply of raw materials, purchase cellulose acetate raw materials from Lunan Chemicals Co., Ltd., SC, Yankuang Coal Chemical and Gaomi Yinying Co., self-sufficiency and supply raw materials to the downstream companies of the Group. The change is still reasonable.
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B. Major Clients in the Last Two Calendar Years
Unit: NT$ thousands�%
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----- Start of picture text -----
2019 2020
Relation Relation
Item Company Company
Amount Percent with Amount Percent with
Name Name
Issuer Issuer
1 Global 258,583 11.89 Note Global 272,358 11.57 Note
2
3
Others 1,916,407 88.11 - Others 2,081,022 88.43 -
Net Sales 2,174,990 100.00 - Net Sales 2,353,380 100.00 -
----- End of picture text -----
Note: Global Filters S.A. (Global Filters) is the shareholder of Jinan Acetate Chemical Co., LTD with indirect control capability.
Reasons for amount change:
There are no major changes this year.
5.2.5 Production in the Last Two Years
Unit: NT$ thousands;Mt
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----- Start of picture text -----
2019 2020
Year
Output
Capacity Quantity Amount Capacity Quantity Amount
Major Products
(or by department)
Acetate tow 13,000 11,435 954,299 15,000 13,322 978,980
Acetate flake 20,000 17,538 1,279,402 25,000 19,594 1,230,941
----- End of picture text -----
Reasons for amount change:
In 2020, the capacity and output of cellulose diacetate increased, mainly due to the more stable Acetek Material Co., Ltd. production of the group’s subsidiary company, the increased demand in China under the influence of the stable use of quality improvement customers and benefiting from the Sino US trade war; due to the increase in demand for orders from Asia, acetate tow continues to develop the African and American markets, and seeks strategic alliances to increase exports.
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5.2.6 Shipments and Sales in the Last Two Years
Unit: NT$ thousands;Mt
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----- Start of picture text -----
Year 2019 2020
Shipments Local Export (Note) Local Export (Note)
& Sales
Quantity Amount Quantity Amount Quantity Amount Quantity Amount
Major Products
(or by departments)
Acetate tow 327 38,772 11,481 1,509,245 345 40,300 13,173 1,649,614
Acetate flake - - 6,111 626,973 - - 7,178 663,466
----- End of picture text -----
Note:Export sales refer to areas outside Taiwan
Reasons for amount change:
The increase in sales amount and value of acetate tow and acetate flake in 2020 was mainly contributed by the Group’s stable production and responding to customer demands.
5.3 Human Resources
The number, average years of service, average age, and education distribution ratio of employees in the most recent two years up to the printed date of this annual report:
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Year 2019 2020
Manager 14 13
Number of General employee 99 120
Employees Manufacturing staff 182 180
Total 295 313
Average Age 35.19 36.82
Average Years of Service 2.82 3.82
Ph.D. - -
Masters 1.02 0.96
Bachelor’s Degree 41.69 36.74
Education
Senior High School 30.17 33.87
Below Senior High
27.12 28.43
School
----- End of picture text -----
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5.4 Environmental Protection Expenditure
5.4.1 Total Losses and Penalties
The loss or penalty caused by environmental pollution during the latest year and up to the printing date of this annual report: None
5.4.2 Future Countermeasures and Possible Expenditure:
-
The company complied with government regulations on the responsibility of environmental protection, at present, in addition to waste is handled by local qualified professional manufactures, in the future in the sewage and air pollution will continue to carry out sewage and cavitation environmental protection equipment maintenance and environmental management system operation.
-
Major environmental capital expenditure in recent years and in progress is as follows
| Company | Type of Equipment Invested |
Investment Amount �RMB, thousand� |
Purpose |
|---|---|---|---|
| Jinan Acetate Chemical Co., LTD. | RTO equipment | 6,755 | Exhaust gas treatment to ensure that exhaust gas emissions comply with environmental protection regulations. |
| Jinan Acetate Chemical Co., LTD. | Online exhaust gas monitoring equipment |
187 | Online monitoring of exhaust gas emissions to ensure that exhaust gas emissions comply with environmentalprotection regulations. |
| Acetate Material Co., Ltd. | Sewage tank and related treatment equipment |
4,048 | High-efficiency and energy-saving sewage treatment to ensure that sewage discharge meets environmental protection regulations, thereby saving electricity costs and improving treatment results. |
5.5 Labor Relations
- Company's employee benefits, education, training, retirement system and their implementation, as well as the employer/employee agreement status:
(1) Employee benefits:
In addition to providing relevant insurance for employees according to local government regulations, the Group regularly promotes salary raise opportunities to reward employees with outstanding performance, and distributes year-end bonus, performance bonus, retention bonus and production inspiring bonus according to the Company's operating performance and individual work performance. Employees can enjoy holidays such as statutory holidays, marriage leave, maternity leave and annual paid leave. The remaining welfare measures include wedding and funeral gifts, improvement proposal bonus, free annual health checks, and non-
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regular tourisms, dinners and recreation activities to adjust employees' physical and mental health.
- (2) Skills upgrade & training:
Regarding human resource quality, in addition to the rigorous terms of recruiting, the Group’s personnel department also annually hosts training programs per employee’s professional requirements during the hiring time, including internal and external training programs, used to enhance staff's skills.
- (3) Pension system implementation:
The Company's Taiwan office has established an employee retirement system in accordance with the Labor Standard Act. The pension is paid by the Company at the amount of 6% of employee’s monthly salary, deposited to employee’s individual pension account respectively.
The Company’s Chinese subsidiary has paid monthly pension insurance to the local government’s financial department account in accordance with the provisions specified in the employees fund pension insurance for Chinese enterprise.
- (4) The agreement between labor and management and the maintenance measures of various employee rights:
The Group always pays great attention on employee’s rights and interests. In addition to the relevant work rules that follow the enactments, the Group has clearly regulated the various service conditions, with the human resources department as a unified window for interaction with employees. Non-regularly holds labor meetings to make both parties able to communicate with each other in order to maintain good labor relation, and the communication channel is unimpeded. As of the date of printing this public notice, there is no major dispute between two parties.
- The Company's losses and total fines due to employer/employee disputes within the most recent two years up to the printed date of this annual report, and the current and future estimated monetary amount and measures to be taken in response:
The Company has no significant employer/employee disputes.
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5.6 Important Contracts
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----- Start of picture text -----
Item
Agreement Counterparty Period Major Contents Restrictions
No.
GLOBAL FILTERS
S.A.�
CIGA FILTRE� 2019/01 The party purchased Acetate tow from Jinan Acetate
1 Sale Contract None
TAIWAN TOBACCO ~2020/12 Chemical Co., Ltd.
AND LIQUOR
CORPORATION
LA/ES LAMINATI
ESTRUSI 2019/03 The party purchased Acetate flake from Acetek Material
2 Sale Contract None
TERMOPLASTICI ~2020/12 Co., Ltd.
S.P.A
Jiaozuo Jinye Acetate 2019/04 The party purchased Acetate flake from Acetek Material
3 Sale Contract None
Fiber Co., Ltd. ~2020/12 Co., Ltd.
SC Imternational Macao
Purchase 2020/03 Jinan Acetate Chemical Co., Ltd. purchased dissolving
4 Commercial Offshoer None
Contract ~2020/12 pulp from the party.
Limited
Purchase Rayonier A.M. Sales and 2019/01 Jinan Acetate Chemical Co., Ltd. and Acetek Material
5 None
Contract Technology lnc ~2020/12 Co., Ltd. purchased dissolving pulp from the party.
Purchase Western Japan Trading 2019/07 Jinan Acetate Chemical Co., Ltd. purchased dissolving
6 None
Contract Co., Ltd. ~2020/01 pulp from the party.
Purchase Tengzhou Fengming 2020/03 Acetek Material Co., Ltd. purchased Acetic anhydride
7 None
Contract Chemical Co., Ltd. ~2020/10 from the party.
The party concerned provides Jinan Acetate Chemical
Co., Ltd. with I AB line protective cover, phase I CD
line protective cover, 3A3B lower movable
board/phase I AB line dryer project construction, phase
II curler protective cover (AB and R & D line), 40
Jinan Zeyuan
Construction 2019/02 position spinning machine, air valve (return air), air
8 Metallurgical Machinery None
Contract ~2021/05 duct, air valve of air duct, 18 position spinning
Co., Ltd.
machine, air valve, air inlet valve, air duct, blower,
new foundation Plate, new base plate processing, new
frame, new frame processing, new support block, wire
swinging machine, crimping machine frame, wire
laying device parts, screw feeder, primary filter.
The party concerned provides Jinan Acetate Chemical
Co., Ltd. with the project of dismantling the old
recovery the project of dismantling the old recovery
Construction Jinan Xuhai Construction 2019/12
9 system and manufacturing and installation of the new None
Contract and Installation Co., Ltd. ~2020/12
upper return air pipe, and the project of slurry and
circulating water pipe of the new upper spinning
machine in phase I.
The party provides special services of air duct, air
valve, installation of spinning machine, compression
box, base of compression box, operation trolley of
Construction Jinan WanXingYuan 2019/01 compression box (including explosion-proof motor,
10 None
Contract Ecotechnology ~2020/02 reducer, bearing, bearing seat, chain, sprocket, track,
air cylinder and accessories), compression box and
transport trolley, pre swing wire box of packer to Jinan
Acetate Chemical Co., Ltd.
Jinan Lin Yuan
Construction 2019/08 The party provides seeage treatment construction to
11 Environment Protection None
Contract ~2020/01 Acetek Material Co., Ltd.
Engineering Co., Ltd.
----- End of picture text -----
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----- Start of picture text -----
Construction Topclelo Environmental 2020/08
12 Organic waste gas treatment equipment. None
Contract Solutions Co., Ltd. ~2021/08
Comprehensive Qilu Bank Co., Ltd.- 2017/08 The party give Jinan Acetate Chemical Co., Ltd. the
13 None
credit contract Jinan Shunnan Branch ~2020/08 credit line. The amount is about RMB 8.3 million.
Fubon Bank(China) Co.,
Comprehensive 2018/02 The party give Jinan Acetate Chemical Co., Ltd. the
14 Ltd.-Hongqiao Branch. None
credit contract ~2021/04 credit line. The amount is about RMB 20 million.
Comprehensive Bank SinoPac-Nanjing 2020/01 The party give Jinan Acetate Chemical Co., Ltd. the
15 None
credit contract Brancch ~2021/01 credit line. The amount is about RMB 36 million.
The party give Jinan Acetate Chemical Co., Ltd.
Comprehensive Shanghai commercial 2020/01
16 (Cayman) the credit line. The amount is about USD 1.5 None
credit contract Bank ~2021/01
million.
The party give Jinan Acetate Chemical Co., Ltd.
Comprehensive 2020/05
17 Land Bank of Taiwan (Cayman) the credit line. The amount is about USD 3 None
credit contract ~2021/05
million.
The party give Jinan Acetate Chemical Co., Ltd.
Comprehensive Taiwan Cooperative 2020/06
18 (Cayman) the credit line. The amount is about USD 3 None
credit contract Bank ~2021/06
million.
The party give Jinan Acetate Chemical Co., Ltd.
Comprehensive 2020/06
19 Taipei Fubon Bank (Cayman) the credit line. The amount is about USD 3 None
credit contract ~2021/06
million.
The party give Jinan Acetate Chemical Co., Ltd.
Comprehensive 2020/06
20 E.SUN Bank (Cayman) the credit line. The amount is about USD 2 None
credit contract ~2021/06
million.
The party give Jinan Acetate Chemical Co., Ltd.
Comprehensive 2020/08
21 O-Bank (Cayman) the credit line. The amount is about USD None
credit contract ~2021/08
2.5million.
The party give Jinan Acetate Chemical Co., Ltd.
Comprehensive Hua Nan 2020/09
22 (Cayman) the credit line. The amount is about USD 3 None
credit contract Commercial Bank ~2021/09
million.
----- End of picture text -----
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VI. Financial Information
6.1 Five-Year Financial Summary
A. Consolidated Condensed Balance Sheet – Based on IFRS
Unit: NT$ thousands
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----- Start of picture text -----
Financial Summary for The Last Five Years
Year
2016 2017 2018 2019 2020
Item
Current assets 885,987 1,415,452 1,233,674 1,529,769 1,913,152
Property, Plant and Equipment 319,763 832,414 863,830 826,705 898,321
- - - - -
Intangible assets
Other assets 397,907 189,616 219,194 229,800 297,594
Total assets 1,603,657 2,437,482 2,316,698 2,586,274 3,109,067
Before distribution 222,586 527,200 529,224 1,204,170 916,293
Current liabilities
After distribution 454,986 759,600 713,092 1,441,819 Note 1
Non-current liabilities 12,642 535,121 496,027 9,420 584,363
Before distribution 235,228 1,062,321 1,025,251 1,213,590 1,500,656
Total liabilities
After distribution 467,628 1,294,721 1,209,119 1,451,239 Note 1
Equity attributable to shareholders of the
1,322,844 1,262,585 1,182,152 1,259,304 1,489,283
parent
Capital stock 464,800 464,800 464,800 510,767 510,767
Capital surplus 462,001 479,542 479,542 433,575 433,575
Before distribution 376,677 316,298 308,996 454,805 721,714
Retained earnings
After distribution 144,277 83,898 125,128 217,156 Note 1
Other equity interest 19,366 1,945 (19,062) (76,257) (60,868)
- -
Treasury stock (52,124) (63,586) (115,905)
Non-controlling interest 45,585 112,576 109,295 113,380 119,128
Before distribution 1,368,429 1,375,161 1,291,447 1,372,684 1,608,411
Total equity
After distribution 1,136,029 1,142,761 1,107,579 1,135,035 Note 1
----- End of picture text -----
Note: The financial statements have been audited by independent auditors.
Note1: Since the regular shareholders' meeting has not yet been held, the profit distribution plan has not yet been determined.
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B. Consolidated Condensed Statement of Comprehensive Income – Based on IFRS
Unit: NT$ thousands
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----- Start of picture text -----
Financial Summary for The Last Five Years
Year
Item 2016 2017 2018 2019 2020
Operating revenue 1,586,120 1,747,987 1,739,194 2,174,990 2,353,380
Gross profit 437,291 426,035 421,355 673,229 788,527
Income from operations 261,311 207,416 162,168 391,144 499,215
Non-operating revenue and expenses 57,628 (38,814) 47,884 (12,783) 53,635
Income before tax 318,939 168,602 210,052 378,361 552,850
Net profit of continuing department 286,543 166,172 224,091 331,257 509,581
Loss of discontinued department - - - - -
Net profit (loss) 286,543 166,172 224,091 331,257 509,581
Other comprehensive income
(113,924) (15,380) (23,281) (64,472) 16,114
(income after tax)
Total comprehensive income 172,619 150,792 200,810 266,785 525,695
Net income attributable to
286,868 172,021 225,098 329,677 504,558
shareholders of the parent
Net income attributable to non-
(325) (5,849) (1,007) 1,580 5,023
controlling interest
Comprehensive income attributable
174,064 154,600 204,091 272,482 519,947
to Shareholders of the parent
Comprehensive income attributable
to non-controlling interest (1,445) (3,808) (3,281) (5,697) 5,748
Earnings per share 6.17 3.70 4.41 6.52 10.07
----- End of picture text -----
Note:The financial statements have been audited by independent auditors.
6.1.2 Auditors’ Opinions from 2015 to 2019
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----- Start of picture text -----
Year Accounting Firm CPA Audit Opinion
Lee, Tung-Feng
2016 Deloitte Touche Tohmatsu Limited unqualified opinions
Yang, Ching-Cheng
Lee, Tung-Feng
2017 Deloitte Touche Tohmatsu Limited unqualified opinions
Yang, Ching-Cheng
Lee, Tung-Feng
2018 Deloitte Touche Tohmatsu Limited unqualified opinions
Yang, Ching-Cheng
Lee, Tung-Feng
2019 Deloitte Touche Tohmatsu Limited unqualified opinions
Yang, Ching-Cheng
Lee, Tung-Feng
2020 Deloitte Touche Tohmatsu Limited unqualified opinions
Huang, Yao-Ling
----- End of picture text -----
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6.2 Five-Year Financial Analysis
A. Consolidated Financial Analysis – Based on IFRS
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Year Financial Analysis for the Last Five Years
Item 2016 2017 2018 2019 2020
Debt Ratio 14.67 43.58 44.25 46.92 48.27
Financial
Ratio of long-term capital to
structure (%) 431.90 229.49 206.92 167.18 244.10
property, plant and equipment
Current ratio 398.04 268.48 233.11 127.04 208.79
Solvency (%) Quick ratio 226.98 170.44 156.32 102.35 177.80
Interest earned ratio (times) - 1,909.03 1,351.73 1,720.6 2,237.86
Accounts receivable turnover
7.61 6.92 5.04 5.80 4.28
(times)
Average collection period 48 53 72 63 85
Inventory turnover (times) 3.84 3.34 3.57 5.31 6.76
Operating Accounts payable turnover
5.33 7.07 4.94 6.42 8.24
performance (times)
Average days in sales 95 109 102 69 54
Property, plant and equipment
5.46 3.03 2.05 2.57 2.73
turnover (times)
Total assets turnover (times) 0.92 0.87 0.73 0.89 0.83
Return on total assets (%) 16.55 8.62 10.03 14.32 18.67
Return on stockholders' equity
20.84 12.11 16.81 24.87 34.19
(%)
Profitability Pre-tax income to paid-in
68.62 36.27 45.19 74.08 108.24
capital (%)
Profit ratio (%) 18.07 9.51 12.88 15.23 21.65
Earnings per share (NT$) 6.17 3.70 4.41 6.52 10.07
Cash flow ratio (%) 74.96 (11.04) 65.37 40.56 32.16
Cash flow Cash flow adequacy ratio (%) 70.78 45.98 60.89 70.81 53.39
Cash reinvestment ratio (%) (3.89) (12.98) 5.22 17.18 2.12
Operating leverage 1.18 1.22 1.55 1.25 1.21
Leverage
Financial leverage 1.00 1.05 1.12 1.06 1.05
Analysis of financial ratio differences for the last two years. (Not required if the difference does not exceed
20%)
1. Increase of Ratio of long-term capital to property, plant and equipment: Mainly due to the issuance of the
second unsecured convertible corporate bonds in the Republic of China and continued profitability.
2. Increase of Current ratio and Quick ratio: Mainly due to the issuance of the second unsecured convertible
corporate bond in the Republic of China to repay bank loans.
3. Increase of interest coverage ratio: Mainly due to the increase in operating gross profit and non-operating
income this year, and the substantial increase in pre-tax net profit.
4. Decrease of turnover rate of Accounts receivable and Average collection period: Mainly due to the
adjustment of the credit policy for customers in the sales transaction model of vinegar tablets.
5. Decrease of turnover rate of Inventory and Average days in sales: Mainly due to the fact that the subsidiary
Acetek Material Co., Ltd. has been able to produce tow grade vinegar tablets steadily since 2019, and
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the subsidiary Jinan Acetek Chemical Co., Ltd. does not need to purchase outsourcing to stock tow grade vinegar tablets.
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Increase of turnover rate of payables: Mainly due to the change of payment method for vinegar production to direct payment in 2020.
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Increase of profitability: Mainly due to the increase in operating gross profit and non-operating income this year, and the substantial increase in pre-tax net profit.
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Decrease of cash flow ratio: Mainly due to the conversion of convertible corporate bonds into current liabilities in June 2020, which was the reference date for the advance sale of creditor rights holders. Note1:The financial statements have been audited by independent auditors. Note2:The following formulas should be presented.
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Financial structure
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(1) Debts to assets ratio = Total liabilities/total assets
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(2) Long-term fund to property, plant and equipment ratio = (total equity+non-current liabilities)/
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property, plant and equipment, net
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Solvency
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(1) Current ratio = current assets/current liabilities
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(2) Quick ratio = (current assets-inventory-prepayment)/current liabilities
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(3) Interest earned ratio=Earnings before interest and tax/ Interest expenses
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Operating performance
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(1) Account receivables (including accounts receivable and notes receivable resulting from operation) turnover = net sales / balance (gross) of average accounts receivable (including accounts receivable and notes receivable resulting from operation)
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(2) Average collection days = 365 /accounts receivables turnover
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(3) Inventory turnover = sale cost/average inventory
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(4) Account payables (including accounts payable and notes payable resulting from operation) turnover = net sales / balance (gross) of average accounts payables (including accounts payable and notes payable resulting from operation)
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(5) Average days in sales = 365/inventory turnover
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(6) Property, plant and equipment turnover = net sales/average property, plant and equipment, net
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(7) Total assets turnover rate = net sales/average total assets
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Profitability
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(1) Return on total assets = [income after income tax+interest expense*(1-tax rate)]/average total assets.
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(2) Return on equity = Income after income tax/average total equity
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(3) Profit ratio = Income After income tax/net sales
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(4) Earnings per share = (income attributable to parent company – dividends from preferred shares)/weighed average quantity of outstanding shares (Note 3)
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Cash flow
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(1) Cash flow ratio = Net cash flow from operating activities/current liabilities
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(2) Net cash flow adequacy ratio = Net cash flow from operating activities in the most recent five
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years/ (capital spending + increase in inventory + cash dividends) in the most recent five years
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(3) Cash flow reinvestment ratio= (Net cash flow from operating activities-cash dividends) (gross of property, plant and equipment+long-term investment+other non-current assets+working capital)
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Leverage:
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(1) Operating leverage = (Net operating revenue-changed operating costs and expenses)/operating income
-
(2) Financial leverage = Operating income/ (operating income-interest expenses)
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6.3 Audit Committee’s Report for the Most Recent Year
Audit report issued by Audit Committee
The board of directors has prepared the company’s business report, consolidated financial statements and statement of earning distribution of 2020. The consolidated financial statements have already been audited and certified by Lee, Tung-Feng and Huang, Yao-Ling, CPAs of Deloitte Taiwan, and the auditors’ report has been issued. The audit committee has reviewed the above business report, consolidated financial statements and statement of earning distribution and believed that nothing in those statements was non-compliant. This report is hereby issued in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
This report is hereby submitted to the general meeting of shareholders of 2021.
Jinan Acetate Chemical Co., LTD.
Chairman of the Audit Committee: �Lin, Tzer-Jong On the Date of March 5, 2021
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6.4 Consolidated Financial Statements in the Most Recent Year:
Please refer to page 138 to page 200
6.5 Individual financial reports audited by CPA in the Most Recent Year: N/A
6.6 Financial Difficulties, if any, Encountered by the Company and its Affiliated Companies in the Most Recent Year and up to the Publication of the Annual Report, and Its Impact on the Company’s Financial Status: None
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VII. Review of Financial Conditions, Financial Performance, and Risk
Management
7.1 Analysis of Financial Status
(1) Comparative analysis of the financial status in the past two (2) years
Unit: NT$ thousands
| Year Item |
2019 | 2020 | Difference | Difference | |
|---|---|---|---|---|---|
| Amount | % | Remark | |||
| Current Assets | 1,529,769 | 1,913,152 | 383,383 | 25.06 | 1 |
| Property, plant and equipment |
826,705 | 898,321 | 71,616 | 8.66 | - |
| Intangible assets | - | - | - | - | - |
| Other assets | 229,800 | 297,594 | 67,794 | 29.50 |
1 |
| Total Assets | 2,586,274 | 3,109,067 | 522,793 | 20.21 | 1 |
| Current Liabilities | 1,204,170 | 916,293 | (287,877) | (23.91) | 2 |
| Non-current liabilities | 9,420 | 584,363 | 574,943 | 6,103.43 | 2 |
| Total Liabilities | 1,213,590 | 1,500,656 | 287,066 | 23.65 | 2 |
| Capital stock | 510,767 | 510,767 | - | - | - |
| Capital surplus | 433,575 | 433,575 | - | - | - |
| Retained Earnings | 454,805 | 721,714 | 266,909 | 58.69 |
3 |
| Other equity | (76,257) | (60,868) | 15,389 | (20.18) | 4 |
| Non-controlling interest | 113,380 | 119,128 | 5,748 | 5.07 | - |
| Total Stockholders' Equity | 1,372,684 |
1,608,411 | 235,727 | 17.17 | - |
| Analysis of changes in financial ratios: 1. Increase of Current Assets and Other assets and Total Assets: Mainly due to the issue of the second unsecured convertible corporate bonds in the Republic of China, the increase in cash and the payment of payment by some sales customers by invoicing, which increased the bills receivable; in addition, to effectively control production costs, a new investment in Acetek Momentum Co., Ltd., that the increase in prepayment for the purchase of production equipment. 2. Decrease of Current Liabilities and Increase of Non-current liabilities and Total Liabilities: Mainly due to the issuance of the second unsecured convertible corporate bonds in the Republic of China to repay bank borrowings and enrich working capital, resulting in a decrease in short-term loans and an increase in corporate bonds payable. 3. Increase of Retained Earnings: Mainly due to the profit of the net company‘s operation in 2020. 4. Decrease of Other equity: Mainly due to the appreciation of exchange rate of Taiwan dollar vs. CNY, the Company's holding of the net assets in CNY results in an increase of negative exchange difference stated in the financial statements of foreign operating institutions. |
Analysis of changes in financial ratios:
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Increase of Current Assets and Other assets and Total Assets: Mainly due to the issue of the second unsecured convertible corporate bonds in the Republic of China, the increase in cash and the payment of payment by some sales customers by invoicing, which increased the bills receivable; in addition, to effectively control production costs, a new investment in Acetek Momentum Co., Ltd., that the increase in prepayment for the purchase of production equipment.
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Decrease of Current Liabilities and Increase of Non-current liabilities and Total Liabilities: Mainly due to the issuance of the second unsecured convertible corporate bonds in the Republic of China to repay bank borrowings and enrich working capital, resulting in a decrease in short-term loans and an increase in corporate bonds payable.
-
Increase of Retained Earnings: Mainly due to the profit of the net company‘s operation in 2020.
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Decrease of Other equity: Mainly due to the appreciation of exchange rate of Taiwan dollar vs. CNY, the Company's holding of the net assets in CNY results in an increase of negative exchange difference stated in the financial statements of foreign operating institutions.
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(2) Effect of changes on the company’s financial condition: The Company’s financial condition has not changed significantly.
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(3) Future response actions: Not applicable
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7.2 Analysis of Operation Results
(1) Operation result analysis table
Unit: NT$ thousands
| Year Item |
2019 | 2020 | Difference | Difference | Difference |
|---|---|---|---|---|---|
| Amount | % | Remark | |||
| Net Sales | 2,174,990 | 2,353,380 | 178,390 | 8.20 |
- |
| Cost of Sales | (1,501,761) | (1,564,853) | (63,092) | 4.20 | - |
| Gross Profit | 673,229 | 788,527 | 115,298 | 17.13 |
- |
| OperatingExpenses | (282,085) | (289,312) | (7,227) | 2.56 | - |
| OperatingIncome | 391,144 | 499,215 | 108,071 | 27.63 |
1 |
| Non-operatingIncome and Expenses | (12,783) |
53,635 | 66,418 | 519.58 | 2 |
| Income Before Tax | 378,361 | 552,850 | 174,489 | 46.12 |
3 |
| Tax Benefit(Expense) | (47,104) | (43,269) | 3,835 | (8.14) |
- |
| Netprofit | 331,257 | 509,581 | 178,324 | 53.83 |
4 |
| Analysis of changes in financial ratios: 1. Increase of Operating Income: Mainly due to the increase in revenue in 2020 and the increase in gross profit margin compared to 2019. 2. Non-operating income and expenses changed from negative to positive: Mainly due to the impact of stock price fluctuations resulting in CB evaluation benefits. 3. Increase of pre-tax and current net profit: Mainly due to the 2020 revenue growth, gross profit margin increase and the impact of stock price fluctuations resulting in CB evaluation benefits. There is no major abnormality in the overall performance of the Company, and thus there is no need to developa responseplan. |
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Increase of Operating Income: Mainly due to the increase in revenue in 2020 and the increase in gross profit margin compared to 2019.
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Non-operating income and expenses changed from negative to positive: Mainly due to the impact of stock price fluctuations resulting in CB evaluation benefits.
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Increase of pre-tax and current net profit: Mainly due to the 2020 revenue growth, gross profit margin increase and the impact of stock price fluctuations resulting in CB evaluation benefits.
(2) Expected sales volume and its basis:
The Group mainly sets annual shipment targets based on the estimated demand of customers, considering production capacity planning and past operating performance. The estimated sales volume is expected to grow with the increase in customer demand. For relevant market research and analysis and the current status and development of the industry, please refer to the Operational Highlights.
(3) The possible impact on the company's future financial business and the corresponding plan:
The Group will always pay attention to changes in market demand, expand market share, develop new customers, increase company profits, and continue to maintain a stable and sound financial position Not applicable.
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7.3 Analysis of Cash Flow
7.3.1 Cash Flow Analysis for the Current Year
Unit: NT$ thousands
| Year Item 2019 2020 Increase (decrease) amount |
Increase (decrease) ratio(%) |
|
|---|---|---|
| Operating activities 465,723 294,722 (171,001) |
(36.72) | |
| Investing activities (235,430) (123,775) 111,655 |
47.43 | |
| Financial activities 7,424 74,006 66,582 |
896.85 | |
| Analysis of financial ratio change: | ||
| 1. | Decreaseof cash inflow from operating activities: Mainly due to the increase in bills | |
| receivable by some sales customers using invoicing, and the adjustment of credit | ||
| policies for customers due to the impact of the epidemic. | ||
| 2. | Decreaseof cash outflow from Investing activities: Mainly due to the increase in | |
| financial assets measured at cost after disposal and amortization. | ||
| 3. | Decreaseof cash inflow from Financial activities: Mainly due to the issuance of the | |
| second unsecured convertible corporate bonds within the territory of the Republic | ||
| of China to repay bank borrowings, resulting in a decrease in short-term loans and | ||
| an increase in the amount of dividends. |
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Decrease of cash inflow from operating activities: Mainly due to the increase in bills receivable by some sales customers using invoicing, and the adjustment of credit policies for customers due to the impact of the epidemic.
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Decrease of cash outflow from Investing activities: Mainly due to the increase in financial assets measured at cost after disposal and amortization.
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Decrease of cash inflow from Financial activities: Mainly due to the issuance of the second unsecured convertible corporate bonds within the territory of the Republic of China to repay bank borrowings, resulting in a decrease in short-term loans and an increase in the amount of dividends.
7.3.2Cash flow analysis and improvement plan for insufficient cash flow in next one year:
The Company’s operating activities will constantly produce cash inflow and and there is sufficient cash and cash equivalents which can be sufficient to cover the cash outflow of investing and financing activities. There is no doubt of insufficient financial liquidity or capital shortage. With the continuous growth operation scale, the group has close contacts with banks and has established good financing credit conditions. If there is insufficient cash liquidity , the company will respond with bank loans.
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7.4 Major Capital Expenditure Items
The Company's purchase of fixed assets during 2018~2020 was NT$183,644,000 NT$ 84,453,000 and NT$ 141,008,000 respectively. The main one is on the plant construction of Acetate Material Co., Ltd. and Acetek Momentum Co., Ltd. and continuously equipment and plant expanding in response of market demand. The Company's fixed assets and total assets turnover rate for the last three years are shown in the table below. As the quality of the Group's cellulose acetate is gradually improved, the production capacity and product quality are gradually increased in line with market demanding, and the price and sales amount are gradually improved. The decline in the turnover rate is still reasonable, and the Group has not adversely affected the financial business of the Company due to the increase of capital expenditure.
| Turnover 2018 2019 2020 |
Turnover 2018 2019 2020 |
Turnover 2018 2019 2020 |
Turnover 2018 2019 2020 |
|---|---|---|---|
| Property, plant and equipment turnover(times) 2.05 2.57 2.73 |
|||
| Total assets turnover(times) | 0.73 | 0.89 | 0.83 |
7.5 Investment Policy in the Last Year, Main Causes for Profits or Losses, Improvement Plans and Investment Plans for the Coming Year
(1) Re-investment policy
The Company's current investment policy is based on investment targets related to the Company's business and doesn’t invest in other industries. The Company's management on the transfer business is based on the investment cycle specified in the internal control system and on the Company’s “Operating Rules for the Group Corporate, Specific Companies and Stakeholders” and the “Administrating and Supervision Rules for Subsidiaries”, etc. The aforesaid Rules have been approved by the Board of Directors.
(2) Main reason for the profit and loss of re-investment and improvement plan
Unit: NT$ thousands
| Reinvested company | Percentage | 2020 Recognized investment Gain/(Loss) |
Main causes for profit or loss and Improving Plan |
|---|---|---|---|
| My Parents Living Technology Limited |
100% | 436,929 | The investing holding company To recognize the investment profit or loss from the subsidiary |
| Jinan Acetate Chemical Co., LTD.(China) |
100% | 435,560 | The company is good operating performance and stable profitability. |
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| Acetate Material Co., Ltd. (China) |
80% | 23,184 | It is mainly due to the growth of revenue, the economic scale of production and the effectiveness of profits |
|---|---|---|---|
| Acetate Chemical Co., LTD. |
80% | (75) | The investing holding company To recognize the investment profit or loss from the subsidiary. |
| Acetek Momentum Co., LTD. |
100% | (201) | Initial stage of investment |
(3) Investment plan in the coming year:
As required by the group’s operation and expand, Acetate Material Co., Ltd. expanded their product lines in the first half of 2021 to meet customer’s future capacity demand. Other than that, the Company does not have any clear investment plans as of now which is submitted for a discussion to the board of directors. Relevant measures will be handled if there are any related investment plans.
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7.6 Analysis of Risk Management
7.6.1 Effects of Changes in Interest Rates, Foreign Exchange Rates and Inflation on Corporate Finance, and Future Response Measures
(1) Interest rate
The Group's bank interest income for 2019 and 2020 were NT$ 2,833,000 and NT$ 1,778,000 respectively, which account for 0.13% and 0.08% of the combined net operating income for the respective year; the bank interest expenses were NT$ 6,625,000 and NT$ 3,993,000 respectively, which account for 0.30% and 0.17% of the combined net operating income ratio of the respective year; the impact on the Company's revenue and profit is rare. As the Group's credit is good and the relationship with banks is well, the Group has obtained sufficient bank line of credit; the change in the interest rate of the Group is still controllable to the Group's operating profit and the balance risk, which won’t have significant impact.
(2) Foreign exchange rates
Most of the Group's products are for export. The selling trades are mostly made in US dollars. The buying trades are made both in US dollars and CNY respectively. Although the receivables offset will have certain hedging effect, but the main trading place is in Mainland China where the functional currency is CNY, therefore, the local daily expenses need to be exchanged for CNY and there is still exchange gains and losses made therefor. Overall speaking, the exchange rate changes have a certain degree of impact on the Group's revenue and profit. The net exchange gains (losses) of the Group for 2019 and 2020 were (16,503,000) and (26,365,000), the net exchange gains (losses) in 2019 and 2020 account for 0.76% and 1.12% of the net operating income and (4.36%) and (4.77%) for the pre-tax net profit ratio respectively. Due to the depreciation of US dollar in 2020, the Group's sales income mainly received in US dollars, which generates exchange losses. However, due to the conversion of the Cayman statement, there is a conversion benefit. The impact of currency exchange rate on the Group's operating condition is limited.
(3) Inflation
The Group's past profit and loss weren’t significantly affected by inflation. The Group will timely pay attention on market price fluctuation and maintain good
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interaction with customers and suppliers. If the purchase cost increases due to inflation, the Group will also adjust the sales price appropriately to reduce the impact on the Group's operation.
7.6.2 Policies, Main Causes of Gain or Loss and Future Response Measures with Respect to High-risk, High-leveraged Investments, Lending or Endorsement Guarantees, and Derivatives Transactions
Based on the stable principle and pragmatic operating idea, except for focusing on the Group's business, the Group does not engage in high-risk or highly leveraged investments.
The Group has established the “Procedures for Loaning of Company Funds”, “Procedures for Endorsements and Guarantees”, “Procedures for Acquisition and Disposal of Assets” and “Procedures for Financial Derivatives Transactions”. The Group runs business per these procedures, so the related risks shall be limited.
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7.6.3 Future Research & Development Projects and Corresponding Budget (1) Future R&D plan
The application scope of cellulose acetate contains the glasses frames and facial masks, etc. In order to meet the trend of global plastic molding and expand the market applications of cellulose acetate, CA (cellulose acetate film) will be developed in the future, which are mainly used in food packaging and lithium battery separating membranes; we do these to make preparation on the decomposable product packaging materials in EU next stage action. Acetate tow application scope includes the cigarette filters and pen cores, in response of the needs of top a few tow customers, we actively co-develop the currently high growing IQOS electronic cigarettes with customers, these products has a wide application range.
In view of the increasing demand for cellulose acetate and tows used in living products, the Group continues to invest R&D in new product specifications to quickly meet the needs of various product specifications in the market, and in cellulose diacetate and cellulose diacetate tows to expand customer market. The R&D expenses invested in 2019 and 2020 accounted for 4.44% and 4.14% of the operating revenue respectively. The Group is actively engaging in technology development, continuously investing in R&D resources and personnel to improve process technology, including the process optimization and high-grade automation; and actively work on diversified products. The proportion of the Group's R&D expense remained reasonable and stable.
(2) Expected R&D expenses
The Group estimates that the R&D expenses invested in 2021 will be CNY 123,291,000.
7.6.4 Effects of and Response to Changes in Policies and Regulations Relating to Corporate Finance and Sales
The Company is registered in the Cayman Islands and its main place of operation is in Mainland China with a representative office in Taiwan. The operation of the Group's various businesses is handled in accordance with important domestic and international policies and laws, and timely pay attention to domestic and international significant policy developing trend and laws fluctuation; responding to the changes in market environment
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with appropriate response measures. Therefore, there has not significant impact on the financial business due to changes in significant domestic or international policies and laws yet.
7.6.5 Effects of and Response to Changes in Technology and the Industry Relating to Corporate Finance and Sales
The Group independently makes R&D on the production process, formula and technology of cellulose acetate and tows, breaks through the market technically monopolized by European, American and Japanese multinational manufacturers. The production quality has been worldwide recognized by customers and the Group continues to develop new product applications. The Group is in a position of mastering the market trend and to assessing the impact of the on the Group's operation from market changes. In addition, the Group's customers are mostly cigarette manufacturers or their filter suppliers and agents. The Group maintains close cooperation with customers; control the status of cigarette vendors and obtain order from them. The Group's financial operation won’t have adverse effect from the changes of technology and industry.
7.6.6 The Impact of Changes in Corporate Image on Corporate Risk Management, and the Company’s Response Measures
The Group focuses on the management of its own field, continuously pursues the sustainable operation and growth, actively strengthens internal management, enhances product quality and production efficiency, and continuously introduces outstanding elites to incubate the strength of the management team; rewards the operating result to shareholders and the public, performs the social responsibility that a corporate shall do. The Group's operating result and reputation are good. As of the date of print this financial statement, there is no corporate crisis that would jeopardize the corporate.
7.6.7 Expected Benefits from, Risks Relating to and Response to Merger and Acquisition Plans
In the latest year and to the statement printing date, the Group has no M&A plan, yet, if there is an M&A plan, it will be handled in accordance with local enactments and the Group’s management rules. In order to reduce possible risk, if the Group is subject to the potential M&A object, it will adhere to the attitude of prudent evaluation and consider the combined effect of the merger, and consults with professionals; handle the merger and
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acquisition procedure on reasonable terms to ensure the Company's interests and shareholders' overall equity.
7.6.8 Expected Benefits from, Risks Relating to and Response to Factory Expansion Plans
The expansion of the group’s production capacity has been carefully planned to meet the need of customers and optimize the utilization of capital expenditure. Therefore, in the second half of 2020, Acetek Momentum Co., Ltd. acetic anhydride has been added to build a plant, and the production line of cellulose acetate expansion is expected to be completed in June 2021, which will help the Group strengthen its order handling capacity, increase production capacity and reduce management and production costs; and expand the operation scale and enhance overall competitiveness, the risks involved are limited.
7.6.9 Risks Relating to and Response to Excessive Concentration of Purchasing Sources and Excessive Customer Concentration
(1) Stock concentration risk:
The group’s purchase objects are scattered according to the nature and source of raw materials, and the proportion of purchase to each supplier in the last two years is less than 30%, and there are more than two suppliers of main raw materials, so as to ensure the stability and autonomy of the source of goods, and maintain a good cooperative relationship with each supplier. Therefore, there was no shortage of goods in the mose recent year or up to the date of printing of the annual report, which had a significant impact on the overall operation or the rights and interests of customers.
(2) Sales concentration risk:
The Group's customers are mainly located in emerging markets such as North Africa, Latin America and Asia. The net operating income of the top two customers in 2019 and 2020 accounted for 15.93% and 18.57% of the total annual operating revenue respectively, and there were no individual sales customer that share over 25% of the annual sales price; thus, the Group shall have no risk on the concentrated sales.
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7.6.10 Effects of, Risks Relating to and Response to Large Share Transfers or Changes in Shareholdings by Directors, Supervisors, or Shareholders with Shareholdings of over 10%
The shareholdings of the Company’s directors and supervisors have been stable during the last few years, and there have been no major transfers or swaps of shares.
7.6.11 Effects of, Risks Relating to and Response to the Changes in Management Rights
From last year to the time of publication, the management rights of this company have not changed. This company has strengthened its company operation measures, brought in independent directors, and established an audit committee and salaries and remuneration commission with the hope of improving the protection of overall shareholder rights. While the daily operation of the company relies on professional managers, who have made great contributions to the business performance of this company, they will get shareholders’ support in the future, and a change in management right will not negatively impact the company’s management and business operation strength.
7.6.12 Litigation or Non-litigation Matters
-
(1) Major ongoing lawsuits, non-lawsuits or administrative lawsuit: None.
-
(2) Major ongoing lawsuits, non-lawsuits or administrative lawsuits caused by directors, supervisors or shareholders with over 10% shareholdings: None.
7.6.13 Other Major Risks- Information security risks analyze
With the popularization for computers and digital information and in response to bulk data processing and retrieval, currently, almost all companies have opted for computerized operations. The company’s information security assessment and coping measures are as shown in the table below, which should significantly reduce impacts arising from information security risks.
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���� Information Risk Current Implication
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| ���� Information Risk Current Implication |
���� Information Risk Current Implication |
���� Information Risk Current Implication |
|---|---|---|
| � | System damage results in the losses of data. |
1. Secure a second host to perform synchronized data backup. If there is a problem with the first host,the second |
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host can immediately function without a
time gap.
�� Data is backed up in two places through
dedicated line transmission and portable
storage device.
1. The information control room is
equipped with an uninterruptible power
system (UPS) to cope with temporary
Power failure and
power outages.
�� air-condition
�� There is an emergency fan for forced
breakdown
convection. If the temperature continues
to rise, the various equipment in the
control room shall be shut down in order.
Turn on the backup storage server and copy the
Storage Server
�� data from the backup storage server to the
Damage
original storage server.
After calling the offline backup network
Internet Equipment
�� equipment and completing setting, replace
Damage
the faulty equipment.
----- End of picture text -----
After assessment, the Company has no material operating risk of the Information security.
7.7 Other important matters: None.
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VIII. Special Disclosure
8.1 Summary of Affiliated Companies
8.1.1 Consolidated operating report of affiliates
(1) ��������������������
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As of Dec. 31, 2020
Jinan Acetate Chemical Co., LTD.
(Cayman)
Capital: NT$ 510,767,000
Established Date�Sep. 2014
Jinan Acetate Chemical Co., LTD.
100%
Taiwan Representative's Office
My Parents Living Technology
Established Date�Jan. 2015 Limited
(Hong Kong) 27.2%
56.99% Capital: US$ 17,937,344
Established Date�Oct. 2012
80% 100%
Acetek Material Co., Ltd. Jinan Acetate Chemical Co.,
(Hong Kong) LTD.
(China)
Capital:�HK$ 12,500,000 Capital�US$ 8,514,400
Established Date�Feb. 2019 Established Date�Oct. 1999
43.01% 52.8%
Acetek Momentum Co., Ltd. Acetek Chemical Co., Ltd.
(China) (China)
Capital�RMB$ 34,408,600 Capital�RMB$ 125,000,000
Established Date�Jun. 2020 Established Date�Jun. 2016
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(2) Basic information on affiliated enterprises:
| (2) Basic information on affiliated enterprises: | (2) Basic information on affiliated enterprises: | (2) Basic information on affiliated enterprises: | (2) Basic information on affiliated enterprises: | (2) Basic information on affiliated enterprises: | (2) Basic information on affiliated enterprises: |
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| As of Dec. 31,2020; ������������� | |||||
| Name of Subsidiary Established Date Address Capital Main Business Activity |
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| My Parents Living Technology Limited Oct. 2012 Hong Kong USD 17,937 Holding Company |
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| Jinan Acetate Chemical Co.,LTD. Oct. 1999 China USD 8,514 Manufacturing and sale of acetate tow |
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| Acetek Chemical Co., Ltd. Jun. 2016 China RMB 125,000 Manufacturing and sale of acetate lake |
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| Acetek Material Co., Ltd. Feb. 2019 Hong Kong RMB 12,500 Holding Company |
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| Acetek Momentum Co., Ltd. |
Jun. 2020 | China | RMB | 34,409 | Manufacturing and sale of acetic anhydride |
- (3) Presumed to be controlled and dependent in accordance with Article 369-3 of the Company Law: None.
(4) Business Scope of the Company and Its Subsidiaries
- The whole business scope of the Company and its subsidiaries mainly include investment, research and development, production, and sales of Cellulose acetate tow and Cellulose acetate. Each of the subsidiaries conducts division operations according to the Group's overall business planning.
(5) Rosters of Directors, Supervisors, and Presidents of Subsidiaries
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Company Title Name or Representatives
My Parents Living Technology Limited Director Wang,Song-Lan
Director Wang, Ko-Chang
Director Wang,Song-Lan
Jinan Acetate Chemical Co., LTD. Director Zhu, Zhang-Chao
Supervisor Hsu, Cheng-Tsai
President Meng, Ching-Li
Director Wang, Ko-Chang
Acetek Material Co., Ltd. Director Chang, Kang-Wing
Director Chang, Chih-Wei
Supervisor Hsu, Cheng-Tsai
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President Wang, Jian-Li
8.1.2 Operation Status of affiliate companies
| Name of affiliates | Capital amount |
Total assets |
Total liabilities |
Net worth | Operating revenue |
Net operating income |
Net income (after tax) |
EPS (after tax) (NTD) |
|---|---|---|---|---|---|---|---|---|
| My Parents Living Technology Limited |
537,087 | 2,821,530 | 193,557 | 2,627,973 | - | (100) | 436,929 | (Note) |
| Jinan Acetate Chemical Co., LTD. |
264,171 | 2,739,268 | 246,251 | 2,493,017 | 2,107,064 | 499,660 | 435,560 | (Note) |
| Acetek chemical Co., Ltd. |
581,452 | 1,113,059 | 557,758 | 555,301 | 978,099 | (2,475) | 23,184 | (Note) |
| Acetek Material Co., Ltd. |
48,977 | 27,294 | - | 27,294 | - | (1) | (94) | (Note) |
| Acetek Momentum Co., Ltd. |
150,606 | 159,556 | 9,155 | 150,401 | - | (61) | (201) | (Note) |
Note: Limited company with no shares, unable calculate EPS.
8.1.3 Consolidated Financial Statements of Affiliates: Please refer to page 138 to page 200.
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8.1.4 Relationship Report on the Affiliates: N/A.
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8.2 Private Placement Securities in the Most Recent Years: None.
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8.3 The Shares in the Company Held or Disposed of by Subsidiaries in the Most Recent Years: None.
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8.4 Other necessary supplementary explanations: None.
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8.5 In the most recent year and as of the publication date of the annual report, if there are any matters determined in Term 2, Item 2, Article 36 of the Securities Exchange Act that have significant impacts on shareholders’ equity or securities prices : None.
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8.6 Description of Significant Differences on Regulations Pertaining to the Protection of Shareholders' Equity in the Republic of China
| NO | Important Matters Related to Protection of Shareholders’ Equity |
The Provisions Contained in the Articles of Incorporation |
The Reasons for Differences |
|---|---|---|---|
| 1 | The shareholders' convention shall be held within the ROC territory. If the |
In accordance with Article 18.3 of the revised Articles of Association made |
If the shareholders convene the shareholder convention outside the Republic of China,since |
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shareholder convention is convened by the shareholder convention’s the shareholders' own convening of the
outside the ROC territory, it shall obtain the special resolution of the issuing shareholders' temporary convention is not subject to
TWSE consent within two days after the company (hereinafter: the issuing the permission of the local authorities of Cayman,
conclusion of the Board of Directors or company’s Articles of Association) on Article 18.3 of the issuing company's Articles of
the shareholders obtain the permission December 4, 2014, during the period Association only stipulates that TWSE shall be
from the competent authority. that the shares are listed on the TWSE, notified in advance, instead of the “obtain the
except as otherwise specified by the TWSE consent within two days after the
Cayman Company Act, the shareholders obtain the permission from the
shareholder convention shall be held competent authority” as required by the checklist
within ROC territory. If the board of for the protection of shareholders' equity.
directors decides to convene a
shareholder convention outside ROC
territory, the issuing company shall
report to TWSE for approval within
two days after the resolution of the
board of directors.
2 If the shareholders continue to hold After reviewing the issue company’s As for the part that shareholder hold the
shares for more than one year and more Articles of Association, the relevant shareholders convention by themselves, since the
than 3% of the total issued shares, they provisions on protecting shareholders' Cayman Company Act has no special provisions
can write down the proposed matters equity, as stipulated in Articles 19.3, for the shareholders to hold the shareholder
and reasons and request the board of 19.4, 19.5 and 19.6, when more than convention, Article 19.6 of the issuing
directors to convene a temporary 3% of the total issued shares to be company’s Articles of Association does not
shareholders convention. Within 15 holding for more than one year during regulate the shareholders to report to the
days after the request is filed, when the the period of listing on TWSE request competent authority before holding the self-
board of directors fails to notify the in writing, the board of directors shall convening shareholder convention. However,
convening, the shareholders can report immediately convene a temporary according to Article 19.6 of the issuing
to the competent authority for shareholders convention. If the board company's Articles of Association, if the board of
permission to convene it themselves. of directors fails to convene the directors fails to convene a notice for the
shareholders' temporary convention temporary shareholders convention within 15
within fifteen days from the date of the days from the date of shareholders request, the
request, the requesting shareholders requesting shareholders may convene the
can convene the temporary temporary shareholders convention themselves,
shareholders convention in the same but shall try to convention in consistency with the
way as the board of directors does on way convened by the board of directors. As for
convening the shareholders meeting. the place where the temporary shareholders
convention is to be held, according to Article
18.3 of the issuing company's Articles of
Association, in addition to the provisions of the
Cayman Company Act, it shall be convened in
ROC territory. Shareholders who wish to
convene temporary shareholders convention
outside the Republic of China shall, according to
the provisions of Articles 19.6 and 18.3 of the
issuing company's Articles of Association, still
follow the way of board of directors’ resolution
in holding the shareholders convention outside
ROC, submit the request to TWSE for approval.
3 When the Company performs its voting Article 25.4 of the issuing company For shareholders performing voting rights in
rights in writing or electronic way, its Articles of Association stipulates that writing or electronic way, the Cayman Company
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| performing method shall be stated in the shareholder convention notice. Shareholders who perform their voting rights in writing or electronic way are deemed to be present in person at the shareholder convention. However, the provisional motions of the shareholders convention and the amendments of original motion shall treat the writing or electronic way as rights give-up. when a shareholder performs his/her voting rights in the shareholder convention by written or electronic vote, it is deemed to assign the meeting chairperson to act for him/her to perform voting right at the shareholders convention in accordance with the written or electronic documents. The meeting chairperson bases on the status of agent, has no right to perform the voting right on behalf of the shareholder in matters not mentioned/stated in the written or electronic documents and/or amendments to the original proposal proposed at the shareholders convention. In order to clarify the doubt, shareholders performing their voting right in such manner shall be deemed to have performed their right to vote in respect of the provisional motions and/or amendments of the original motion proposed in the shareholder convention. Act does not mention whether shareholders who perform their voting right in writing or electronic way can be treated to have attended the shareholder convention in person or not? Cayman's lawyers have not found any relevant cases on it. For the other arrangement, Article 25.4 of the issuing company’s Articles of Association stipulates that “the shareholder is deemed assigning the meeting chairperson by written voting or electronic way to exercise his/her voting rights in the shareholder convention per instructions. Based on the status of the agent, for the matters not mentioned/stated in the written or electronic documents and/or the amendments to the original proposal proposed at the shareholders convention, the meeting chairperson is not entitled to exercise the voting rights of the assigned shareholders. To clarify the doubt, shareholders exercising their voting rights in such manner shall be deemed to have abandoned their voting rights of amendments to the provisional motion and/or the original motion proposed in the shareholder convention. In Article 26.3 of the issuing company Articles of Association, the voting rights of that the chairperson exercises on behalf of the entrusted shareholders in the shareholder convention shall not exceed a limit of 3% of the total voting rights of issued shares. |
performing method shall be stated in the shareholder convention notice. Shareholders who perform their voting rights in writing or electronic way are deemed to be present in person at the shareholder convention. However, the provisional motions of the shareholders convention and the amendments of original motion shall treat the writing or electronic way as rights give-up. when a shareholder performs his/her voting rights in the shareholder convention by written or electronic vote, it is deemed to assign the meeting chairperson to act for him/her to perform voting right at the shareholders convention in accordance with the written or electronic documents. The meeting chairperson bases on the status of agent, has no right to perform the voting right on behalf of the shareholder in matters not mentioned/stated in the written or electronic documents and/or amendments to the original proposal proposed at the shareholders convention. In order to clarify the doubt, shareholders performing their voting right in such manner shall be deemed to have performed their right to vote in respect of the provisional motions and/or amendments of the original motion proposed in the shareholder convention. Act does not mention whether shareholders who perform their voting right in writing or electronic way can be treated to have attended the shareholder convention in person or not? Cayman's lawyers have not found any relevant cases on it. For the other arrangement, Article 25.4 of the issuing company’s Articles of Association stipulates that “the shareholder is deemed assigning the meeting chairperson by written voting or electronic way to exercise his/her voting rights in the shareholder convention per instructions. Based on the status of the agent, for the matters not mentioned/stated in the written or electronic documents and/or the amendments to the original proposal proposed at the shareholders convention, the meeting chairperson is not entitled to exercise the voting rights of the assigned shareholders. To clarify the doubt, shareholders exercising their voting rights in such manner shall be deemed to have abandoned their voting rights of amendments to the provisional motion and/or the original motion proposed in the shareholder convention. In Article 26.3 of the issuing company Articles of Association, the voting rights of that the chairperson exercises on behalf of the entrusted shareholders in the shareholder convention shall not exceed a limit of 3% of the total voting rights of issued shares. |
performing method shall be stated in the shareholder convention notice. Shareholders who perform their voting rights in writing or electronic way are deemed to be present in person at the shareholder convention. However, the provisional motions of the shareholders convention and the amendments of original motion shall treat the writing or electronic way as rights give-up. when a shareholder performs his/her voting rights in the shareholder convention by written or electronic vote, it is deemed to assign the meeting chairperson to act for him/her to perform voting right at the shareholders convention in accordance with the written or electronic documents. The meeting chairperson bases on the status of agent, has no right to perform the voting right on behalf of the shareholder in matters not mentioned/stated in the written or electronic documents and/or amendments to the original proposal proposed at the shareholders convention. In order to clarify the doubt, shareholders performing their voting right in such manner shall be deemed to have performed their right to vote in respect of the provisional motions and/or amendments of the original motion proposed in the shareholder convention. Act does not mention whether shareholders who perform their voting right in writing or electronic way can be treated to have attended the shareholder convention in person or not? Cayman's lawyers have not found any relevant cases on it. For the other arrangement, Article 25.4 of the issuing company’s Articles of Association stipulates that “the shareholder is deemed assigning the meeting chairperson by written voting or electronic way to exercise his/her voting rights in the shareholder convention per instructions. Based on the status of the agent, for the matters not mentioned/stated in the written or electronic documents and/or the amendments to the original proposal proposed at the shareholders convention, the meeting chairperson is not entitled to exercise the voting rights of the assigned shareholders. To clarify the doubt, shareholders exercising their voting rights in such manner shall be deemed to have abandoned their voting rights of amendments to the provisional motion and/or the original motion proposed in the shareholder convention. In Article 26.3 of the issuing company Articles of Association, the voting rights of that the chairperson exercises on behalf of the entrusted shareholders in the shareholder convention shall not exceed a limit of 3% of the total voting rights of issued shares. |
performing method shall be stated in the shareholder convention notice. Shareholders who perform their voting rights in writing or electronic way are deemed to be present in person at the shareholder convention. However, the provisional motions of the shareholders convention and the amendments of original motion shall treat the writing or electronic way as rights give-up. when a shareholder performs his/her voting rights in the shareholder convention by written or electronic vote, it is deemed to assign the meeting chairperson to act for him/her to perform voting right at the shareholders convention in accordance with the written or electronic documents. The meeting chairperson bases on the status of agent, has no right to perform the voting right on behalf of the shareholder in matters not mentioned/stated in the written or electronic documents and/or amendments to the original proposal proposed at the shareholders convention. In order to clarify the doubt, shareholders performing their voting right in such manner shall be deemed to have performed their right to vote in respect of the provisional motions and/or amendments of the original motion proposed in the shareholder convention. Act does not mention whether shareholders who perform their voting right in writing or electronic way can be treated to have attended the shareholder convention in person or not? Cayman's lawyers have not found any relevant cases on it. For the other arrangement, Article 25.4 of the issuing company’s Articles of Association stipulates that “the shareholder is deemed assigning the meeting chairperson by written voting or electronic way to exercise his/her voting rights in the shareholder convention per instructions. Based on the status of the agent, for the matters not mentioned/stated in the written or electronic documents and/or the amendments to the original proposal proposed at the shareholders convention, the meeting chairperson is not entitled to exercise the voting rights of the assigned shareholders. To clarify the doubt, shareholders exercising their voting rights in such manner shall be deemed to have abandoned their voting rights of amendments to the provisional motion and/or the original motion proposed in the shareholder convention. In Article 26.3 of the issuing company Articles of Association, the voting rights of that the chairperson exercises on behalf of the entrusted shareholders in the shareholder convention shall not exceed a limit of 3% of the total voting rights of issued shares. |
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| 4 | The following proposals concerning the major equity of shareholders shall be agreed by the attending of over 2/3 of the total shareholders with issued shares, and 1/2 of the shareholders' voting rights. If the total number of shares attending shareholders is insufficient from the aforesaid conditions, it can represent the agreement by the attendance of over 1/2 of the total shareholders with issued shares and 2/3 of the attending shareholders with voting rights agree on that: 1. The Company builds, alters or terminates the contract that leases all business, entrusts the operation or co- operations with others, transfers all or the major part of the business or property,receives all business or |
1. Article 12.1 of the publishing company Articles of Association stipulates that the Company may, at any time, have a special resolution without violating the Cayman Company Act and the Articles of Association: (a) Change its name; (b) Amend or add Articles of Association; (c) Amend or add the Articles of Association outline on the company's purpose, powers or other matters specifically stated; (d) Reduce capital and capital redeem reserve; or (e) Consolidation 2. Article 12.3 of the issuing company Articles of Association stipulates that the followingacts of the company |
1. Regarding the resolution method in the shareholders convention, in addition to the ordinary resolutions and serious resolutions under the ROC laws, the “Special Resolution” defined by the Cayman Company Act is also included in Article 1.1 of the issue company’s Articles of Association. In the case of non- compliance with the Cayman Company Act, it means that the shareholders who have right to participate in the voting presents in person at the company's shareholders convention, or votes by proxy, or legally authorizes the legal corporate shareholder or non-citizen shareholder to attend the voting (according to Article 23.1 of the issuing company’s Articles of Association, it means that the attended shareholders number is over 1/2 of the total number of shares with voting rights). After each shareholder has the right to vote, at least 2/3 of the votingrights of shareholders agree |
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| property transferred from others, and others that significantly impact the Company's operation. 2. Change the Articles of Association. 3. If the change in Articles of Association is infringing the rights of the special shareholders, the resolution of special shareholders convention on it shall be required. 4. Distribute all or part of the dividends and bonus by means of new shares. 5. Resolution for dissolution, merger or division. |
shall be approved by the shareholders' serious resolution without violating the Cayman Company Act: (a)Capitalize the dividends and/or bonus and/or other money specified in Article 17 of the Articles of Association; (b)Pay all or part of the capital reserve and statutory surplus reserve (as defined in article 14.4 of the Articles of Association) by new shares or cash in proportion to the original shares of the shareholders. The issue of new shares or cash by statutory surplus reserve is limited to the portion of the reserve exceeding 25% of the paid-up capital. (c)Consolidation (except for "M&A" defined in the Cayman Company Act, only a special resolution is required) or division; (d)Build, change or terminate a business lease contract, entrusted business contract or joint- operation contract; (e)Transfer all or major part of the business or property thereof; or (f) Acquire or receive all of the business or property from others and has a significant influence on company operation. 3. Under the provisions specified in Article 12.4 of the company's Articles of Association, while not to violate the Cayman Company Act, the company can voluntarily dissolve itself by the following resolutions: (a) If the company decides to voluntarily dissolve itself due to the inability to pay off the due debt, by ordinary resolution made thereof; or (b)If the company decides to voluntarily dissolve itself as a result of the reason other than the conditions specified in 12.4(a) above, by a special resolution made thereof. |
the issue. 2. In accordance with the provisions of the Cayman Company Act, the following matters shall be governed by special resolutions: (1) Change the Articles of Association According to Cayman law, the changes of Articles of Association shall base on the special resolution of the Cayman Company Act. Therefore, Article 12.1 of the publishing company’s Articles of Association specifies the rule of changing the threshold of resolution instead of asking to follow ROC serious resolution specified in the shareholders' rights protecting check list. In addition, in accordance with Article 13 of the issue company’s Articles of Associations, if any modification or change of Articles of Association will damage the priority of any kind of shares, the relevant amendments or changes shall be passed by special resolution and shall be subject to the special resolution of the shareholders convention held separately by the rights-damaged shareholders. (2) Dissolution According to Cayman law, if a company decides to voluntarily liquidate and dissolve itself because it cannot settle the debt after the debt is matured, its dissolution shall be in accordance with the ordinary resolution of the shareholders convention (i.e., Article 12.4(a) of the issuing company’s Articles of Association). For the purpose of voluntarily liquidating and dissolving the company for reasons other than the above, the dissolution shall be subject to the special resolution prescribed by the Cayman Company Act; therefore, Article 12.4(a) of the Articles of Association of the issuing company sets the reason of unable to pay the debt after the debt is matured and defines the resolution threshold for the company's voluntarily liquidation and dissolution by resolution, which doesn’t follow the shareholders' rights protecting check list asking to follow serious resolution under ROC laws. As for Article 12.4(b) of the publishing company’s Articles of Association, since the special resolution stipulated bythe Cayman CompanyAct has |
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| 4. Per Article 13 of the issuing company’s Articles of Association, no matter whether the company has been liquidated or not, if the company's capital is divided into different types of shares, except that shares issuing condition is another specified, rights of such shares can be changed by the special resolution of shareholders convention. Subject to the aforesaid provisions, if any modification or change in the Articles of Association would prejudice the priority of any type of shares, the relevant modification or change shall be by the special resolution and shall be convened by the shareholders under the damage with the special resolution. higher threshold than the thresholds of ROC’s serious resolution, the provisions asking for dissolution by the special resolution specified in Article 12.4(b) of the issuing company’s Articles of Association actually has been in conformity with the protection checklist of shareholders' rights and interests that shall list the dissolution into the serious resolution requirement under ROC law. (3) Merger Since the Cayman Company Act is mandatory for voting procedure on defining the “M&A and/or merger” (that is, it must proceed with the special resolution), by considering the definition of “M&A and/or Merger” in Cayman Company Act is not the same as those in ROC law, in order to make the merger pattern beyond the “M&A and/or merger” defined by the Cayman Company Act can be listed as the serious resolution of the shareholders convention according to the requirements of the shareholders’ rights protection. Section 12.3(c) of the issue company’s Article of Association sets that “merger” (meet the “M&A and/or merger” as defined in the Cayman Company Act, which only needs for special resolution) shall be the serious resolution to be passed. 3. The difference between the above matters and the checklist of shareholders' rights protection matters is that the important matters under shareholder equity protection shall be the resolution of serious matter; in the Articles of Association of the issuing company, these matters are specified in serious resolution and special resolution matters separately. |
4. Per Article 13 of the issuing company’s Articles of Association, no matter whether the company has been liquidated or not, if the company's capital is divided into different types of shares, except that shares issuing condition is another specified, rights of such shares can be changed by the special resolution of shareholders convention. Subject to the aforesaid provisions, if any modification or change in the Articles of Association would prejudice the priority of any type of shares, the relevant modification or change shall be by the special resolution and shall be convened by the shareholders under the damage with the special resolution. higher threshold than the thresholds of ROC’s serious resolution, the provisions asking for dissolution by the special resolution specified in Article 12.4(b) of the issuing company’s Articles of Association actually has been in conformity with the protection checklist of shareholders' rights and interests that shall list the dissolution into the serious resolution requirement under ROC law. (3) Merger Since the Cayman Company Act is mandatory for voting procedure on defining the “M&A and/or merger” (that is, it must proceed with the special resolution), by considering the definition of “M&A and/or Merger” in Cayman Company Act is not the same as those in ROC law, in order to make the merger pattern beyond the “M&A and/or merger” defined by the Cayman Company Act can be listed as the serious resolution of the shareholders convention according to the requirements of the shareholders’ rights protection. Section 12.3(c) of the issue company’s Article of Association sets that “merger” (meet the “M&A and/or merger” as defined in the Cayman Company Act, which only needs for special resolution) shall be the serious resolution to be passed. 3. The difference between the above matters and the checklist of shareholders' rights protection matters is that the important matters under shareholder equity protection shall be the resolution of serious matter; in the Articles of Association of the issuing company, these matters are specified in serious resolution and special resolution matters separately. |
4. Per Article 13 of the issuing company’s Articles of Association, no matter whether the company has been liquidated or not, if the company's capital is divided into different types of shares, except that shares issuing condition is another specified, rights of such shares can be changed by the special resolution of shareholders convention. Subject to the aforesaid provisions, if any modification or change in the Articles of Association would prejudice the priority of any type of shares, the relevant modification or change shall be by the special resolution and shall be convened by the shareholders under the damage with the special resolution. higher threshold than the thresholds of ROC’s serious resolution, the provisions asking for dissolution by the special resolution specified in Article 12.4(b) of the issuing company’s Articles of Association actually has been in conformity with the protection checklist of shareholders' rights and interests that shall list the dissolution into the serious resolution requirement under ROC law. (3) Merger Since the Cayman Company Act is mandatory for voting procedure on defining the “M&A and/or merger” (that is, it must proceed with the special resolution), by considering the definition of “M&A and/or Merger” in Cayman Company Act is not the same as those in ROC law, in order to make the merger pattern beyond the “M&A and/or merger” defined by the Cayman Company Act can be listed as the serious resolution of the shareholders convention according to the requirements of the shareholders’ rights protection. Section 12.3(c) of the issue company’s Article of Association sets that “merger” (meet the “M&A and/or merger” as defined in the Cayman Company Act, which only needs for special resolution) shall be the serious resolution to be passed. 3. The difference between the above matters and the checklist of shareholders' rights protection matters is that the important matters under shareholder equity protection shall be the resolution of serious matter; in the Articles of Association of the issuing company, these matters are specified in serious resolution and special resolution matters separately. |
4. Per Article 13 of the issuing company’s Articles of Association, no matter whether the company has been liquidated or not, if the company's capital is divided into different types of shares, except that shares issuing condition is another specified, rights of such shares can be changed by the special resolution of shareholders convention. Subject to the aforesaid provisions, if any modification or change in the Articles of Association would prejudice the priority of any type of shares, the relevant modification or change shall be by the special resolution and shall be convened by the shareholders under the damage with the special resolution. higher threshold than the thresholds of ROC’s serious resolution, the provisions asking for dissolution by the special resolution specified in Article 12.4(b) of the issuing company’s Articles of Association actually has been in conformity with the protection checklist of shareholders' rights and interests that shall list the dissolution into the serious resolution requirement under ROC law. (3) Merger Since the Cayman Company Act is mandatory for voting procedure on defining the “M&A and/or merger” (that is, it must proceed with the special resolution), by considering the definition of “M&A and/or Merger” in Cayman Company Act is not the same as those in ROC law, in order to make the merger pattern beyond the “M&A and/or merger” defined by the Cayman Company Act can be listed as the serious resolution of the shareholders convention according to the requirements of the shareholders’ rights protection. Section 12.3(c) of the issue company’s Article of Association sets that “merger” (meet the “M&A and/or merger” as defined in the Cayman Company Act, which only needs for special resolution) shall be the serious resolution to be passed. 3. The difference between the above matters and the checklist of shareholders' rights protection matters is that the important matters under shareholder equity protection shall be the resolution of serious matter; in the Articles of Association of the issuing company, these matters are specified in serious resolution and special resolution matters separately. |
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| 5 | 1. Company’s supervisors are selected from shareholders convention. At least one supervisor shall have domestic residence. 2. The supervisors shall not serve for more than three years. Yet, this restriction won’t be valid if re- elected. 3. When all supervisors are dismissed, the Board of Directors shall hold a temporary shareholders convention to select new supervisors within 60 |
Article 63 of the issuing company’s Articles of Association has specified the duties of Audit Committee, which is equivalent to supervisors in Taiwan. |
There is no “supervisor” idea defined in Camay Company Act, the issuing company only builds the Audit Committee, not supervisors, therefore, no supervisor provision is defined in the Articles of Association. |
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| days. 4. The supervisor shall supervise the operation of the company's business; timely investigate the company's business and financial status; check the accounting sheets and documents, and can request the Board or managers to submit reports. 5. The supervisor shall check the sheets submitted to the shareholders convention from the Board of Directors and reports checking opinions to the shareholders convention. 6. The supervisor shall assign the accountant or lawyer to review the checking matter on behalf of the company. 7. The supervisor can attend the Board of Directors and make comments. If the Board of Directors or directors conduct business against the enactments, Articles of Association or the resolutions of the shareholders convention, the supervisor shall immediately notify the Board of Directors or the directors to stop their improper actions. 8. The supervisor can exercise supervision rights independently. 9. The supervisor cannot serve as the company director, manager or other employee. |
days. 4. The supervisor shall supervise the operation of the company's business; timely investigate the company's business and financial status; check the accounting sheets and documents, and can request the Board or managers to submit reports. 5. The supervisor shall check the sheets submitted to the shareholders convention from the Board of Directors and reports checking opinions to the shareholders convention. 6. The supervisor shall assign the accountant or lawyer to review the checking matter on behalf of the company. 7. The supervisor can attend the Board of Directors and make comments. If the Board of Directors or directors conduct business against the enactments, Articles of Association or the resolutions of the shareholders convention, the supervisor shall immediately notify the Board of Directors or the directors to stop their improper actions. 8. The supervisor can exercise supervision rights independently. 9. The supervisor cannot serve as the company director, manager or other employee. |
days. 4. The supervisor shall supervise the operation of the company's business; timely investigate the company's business and financial status; check the accounting sheets and documents, and can request the Board or managers to submit reports. 5. The supervisor shall check the sheets submitted to the shareholders convention from the Board of Directors and reports checking opinions to the shareholders convention. 6. The supervisor shall assign the accountant or lawyer to review the checking matter on behalf of the company. 7. The supervisor can attend the Board of Directors and make comments. If the Board of Directors or directors conduct business against the enactments, Articles of Association or the resolutions of the shareholders convention, the supervisor shall immediately notify the Board of Directors or the directors to stop their improper actions. 8. The supervisor can exercise supervision rights independently. 9. The supervisor cannot serve as the company director, manager or other employee. |
days. 4. The supervisor shall supervise the operation of the company's business; timely investigate the company's business and financial status; check the accounting sheets and documents, and can request the Board or managers to submit reports. 5. The supervisor shall check the sheets submitted to the shareholders convention from the Board of Directors and reports checking opinions to the shareholders convention. 6. The supervisor shall assign the accountant or lawyer to review the checking matter on behalf of the company. 7. The supervisor can attend the Board of Directors and make comments. If the Board of Directors or directors conduct business against the enactments, Articles of Association or the resolutions of the shareholders convention, the supervisor shall immediately notify the Board of Directors or the directors to stop their improper actions. 8. The supervisor can exercise supervision rights independently. 9. The supervisor cannot serve as the company director, manager or other employee. |
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| 6 | 1. Shareholder holding more than 3% of the total company-issued shares for more than one year can request the supervisor to make a lawsuit against the directors for the company; and set Taipei District Court as the court of first instance. Within 30 days after the shareholder makes the lawsuit request yet the supervisor fails to comply, the shareholder can make a lawsuit against the company; and set the Taipei District Court as the court of first instance. 2. According to Article 48.3 of the Articles of Association of the issuing |
According to Article 48.3 of the Articles of Association of the issuing company, within the scope permitted by the Cayman Law, shareholder holding more than 3% of the total company-issued shares for more than one year can (a) request the Board of Directors to authorize the independent director in the Audit Committee to launch a lawsuit against the directors for the company in writing; and set the Taipei District Court as the court of first instance; or (b) requested the independent director of the Audit Committee to launch a lawsuit against the directors for the companyin |
The issuing company has an Audit Committee, so there are no related regulations for the supervisors in the Articles of Association. However, with reference to Article 214 of ROC Company Act on the request of lawsuit against the directors by minority shareholders, Article 48.3 of the Articles of Association of the issuing company specifies that under the scope permitted by Cayman laws, shareholder holding more than 3% of the total company-issued shares for more than one year can (a) request in writing the Board of Directors to authorize the independent director of the Audit Committee to launch a lawsuit against the directors for the company in writing, and set the Taipei District Court as the court of first instance;or(b)requested the independent |
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| company, within the scope permitted by the Cayman Law, shareholder holding more than 3% of the total company-issued shares for more than one year can (a) request the Board of Directors to authorize the independent director in the Audit Committee to launch a lawsuit against the directors for the company in writing; and set the Taipei District Court as the court of first instance; or (b) requested the independent director of the Audit Committee to launch a lawsuit against the directors for the company in writing; and set the Taipei District Court as the court of first instance; |
writing; and set the Taipei District Court as the court of first instance; Within 30 days after the request (a) or (b) above is applied, if (i) the requested Board of Directors fails to authorize the independent director of the Audit Committee to launch lawsuit, or the independent director of the Audit Committee authorized by the Board of Directors fails to launch lawsuit, stated in item (a) above; or (ii) the requested independent director of the Audit Committee fails to launch the lawsuit, within the scope permitted by the Cayman laws, the shareholder can launch a lawsuit against the directors for the company; and set the Taipei District Court as the court of first instance. |
director of the Audit Committee to launch a lawsuit against the directors for the company in writing; and set the Taipei District Court as the court of first instance. Within 30 days after the request (a) or (b) above is applied, if (i) the requested Board of Directors fails to authorize the independent director of the Audit Committee to launch lawsuit, or the independent director of the Audit Committee authorized by the Board of Directors fails to launch lawsuit, stated in item (a) above; or (ii) the requested independent director of the Audit Committee fails to launch the lawsuit, within the scope permitted by the Cayman laws, the shareholder can launch a lawsuit against the directors for the company; and set the Taipei District Court as the court of first instance. Cayman’s lawyers remind the following provisions in accordance with the Cayman laws: The Cayman Company Act does not allow the specific specification for the lawsuit procedure derived from the minority shareholders launching lawsuit against the directors in Cayman courts. The Articles of Association is not a contract between the shareholders and the directors, but is the agreement between the shareholders and the company, even though the Articles of Association allows the minority shareholders to launch derivative lawsuits against the directors, Cayman's lawyers believe that the content will not be able to bind the directors. However, under common law, all shareholders (including minority shareholders) have right to launch derivative lawsuits (including litigation against directors) regardless of their shareholding or shareholding period. Once the shareholder sues, the Cayman court will have full discretion to decide whether the shareholder can continue the lawsuit or not. In other words, the Articles of Association of the company stipulates that minority shareholders (or shareholders with the required shareholding ratio or shareholding period) can launch lawsuits against the director for the company, but whether the lawsuit can continue or not depends on Cayman court’s decision. According to the relevant judgment of the Cayman Grand Court, when considering whether to approve the continuation of derivative |
|
|---|---|---|---|
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| proceedings or not, the applicable criterion is whether or not the Cayman court believes and accepts that the plaintiff’s request on behalf of the company is superficial and the claimed illegal activity is made by the party that can control the company, and the controller can prevent the company from litigating it. The Cayman Court will judge the lawsuit on a case-by-case basis (although the court may refer to the company's Articles of Association regulations, this is not a decisive factor). Under Cayman law, the Board of Directors shall decide on its behalf (instead of individual directors) on behalf of the company. Therefore, the directors shall, under the Articles of Association regulations, authorize any director to launch lawsuit against the other directors on behalf of the company. The Cayman Company Act does not give shareholders a clear request for a director to convene a Board of Directors to specify the specific matters. However, the Cayman Companies Act does not prohibit companies from establishing provisions relating to the Board of Directors proceedings at the Articles of Association (including the requirements for Board of Directors meetings). Therefore, with reference to Article 214 of ROC Company Act regarding the request of minority shareholders to launch lawsuit against directors, the Articles of Association of the company may require the shareholders to request the convening of Board of Directors to resolve specific matters (i.e., launch the lawsuit against the directors) in accordance with Article 48.3. |
proceedings or not, the applicable criterion is whether or not the Cayman court believes and accepts that the plaintiff’s request on behalf of the company is superficial and the claimed illegal activity is made by the party that can control the company, and the controller can prevent the company from litigating it. The Cayman Court will judge the lawsuit on a case-by-case basis (although the court may refer to the company's Articles of Association regulations, this is not a decisive factor). Under Cayman law, the Board of Directors shall decide on its behalf (instead of individual directors) on behalf of the company. Therefore, the directors shall, under the Articles of Association regulations, authorize any director to launch lawsuit against the other directors on behalf of the company. The Cayman Company Act does not give shareholders a clear request for a director to convene a Board of Directors to specify the specific matters. However, the Cayman Companies Act does not prohibit companies from establishing provisions relating to the Board of Directors proceedings at the Articles of Association (including the requirements for Board of Directors meetings). Therefore, with reference to Article 214 of ROC Company Act regarding the request of minority shareholders to launch lawsuit against directors, the Articles of Association of the company may require the shareholders to request the convening of Board of Directors to resolve specific matters (i.e., launch the lawsuit against the directors) in accordance with Article 48.3. |
proceedings or not, the applicable criterion is whether or not the Cayman court believes and accepts that the plaintiff’s request on behalf of the company is superficial and the claimed illegal activity is made by the party that can control the company, and the controller can prevent the company from litigating it. The Cayman Court will judge the lawsuit on a case-by-case basis (although the court may refer to the company's Articles of Association regulations, this is not a decisive factor). Under Cayman law, the Board of Directors shall decide on its behalf (instead of individual directors) on behalf of the company. Therefore, the directors shall, under the Articles of Association regulations, authorize any director to launch lawsuit against the other directors on behalf of the company. The Cayman Company Act does not give shareholders a clear request for a director to convene a Board of Directors to specify the specific matters. However, the Cayman Companies Act does not prohibit companies from establishing provisions relating to the Board of Directors proceedings at the Articles of Association (including the requirements for Board of Directors meetings). Therefore, with reference to Article 214 of ROC Company Act regarding the request of minority shareholders to launch lawsuit against directors, the Articles of Association of the company may require the shareholders to request the convening of Board of Directors to resolve specific matters (i.e., launch the lawsuit against the directors) in accordance with Article 48.3. |
proceedings or not, the applicable criterion is whether or not the Cayman court believes and accepts that the plaintiff’s request on behalf of the company is superficial and the claimed illegal activity is made by the party that can control the company, and the controller can prevent the company from litigating it. The Cayman Court will judge the lawsuit on a case-by-case basis (although the court may refer to the company's Articles of Association regulations, this is not a decisive factor). Under Cayman law, the Board of Directors shall decide on its behalf (instead of individual directors) on behalf of the company. Therefore, the directors shall, under the Articles of Association regulations, authorize any director to launch lawsuit against the other directors on behalf of the company. The Cayman Company Act does not give shareholders a clear request for a director to convene a Board of Directors to specify the specific matters. However, the Cayman Companies Act does not prohibit companies from establishing provisions relating to the Board of Directors proceedings at the Articles of Association (including the requirements for Board of Directors meetings). Therefore, with reference to Article 214 of ROC Company Act regarding the request of minority shareholders to launch lawsuit against directors, the Articles of Association of the company may require the shareholders to request the convening of Board of Directors to resolve specific matters (i.e., launch the lawsuit against the directors) in accordance with Article 48.3. |
|---|---|---|---|
| 7 | 1. The company directors shall faithfully perform the business and perform the duty that the managers shall take care. If there is any violation on company, the damage liability shall be taken thereof. If the act is committed by the directors or by others, the shareholder will be able to resolve the act as the company's income in the proceeds. 2. While performing the company's business, if the action of company directors is against the law that causes damage to others,the company |
According to Article 48.4 of the Articles of Association of issuing company, under the circumstance of not violating the general directors’ responsibilities per Cayman common law principles and laws that the company directors are engaged in, company directors shall honestly perform business and do their responsibility a good management shall do. If there is any violation that incurs the company’s damage, company directors shall be liable for damages to the maximum extent |
Article 48.4 of the Articles of Association of the issuing company has provided that “under the circumstance of not violating the general directors’ responsibilities per Cayman common law principles and laws that the company directors are engaged in, company directors shall honestly perform business and do their responsibility a good management shall do. If there is any violation that incurs the company’s damage, company directors shall be liable for damages to the maximum extent permitted by law. In the event that a director obtains any benefit for himself or another person in violation of the aforesaidprovisions,the companyshall |
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| managers, supervisors shall be liable to the damage identical to the company directors within their duty scopes. 3. The company managers and supervisors shall bear the same liability for damage as the company directors do within the scope of their duties. |
permitted by law. In the event that a director obtains any benefit for himself or another person in violation of the aforesaid provisions, the company shall take all appropriate actions and steps to the maximum extent permitted by law, as decided by the ordinary resolution of the shareholders convention. The company interests are owned by the company. When a company director conducts business operation, if there is any breach of law or order that causes the company to be liable for any compensation or damage to any person, the director shall be liable with the company for compensation or damage for any reason, if the director is not to be liable along with the company for compensation, the director shall compensate the company for any losses by the company suffers from the violation of the director’s own obligations. Managers shall be subject to the same liability for damages as company directors when performing company duties. |
take all appropriate actions and steps to the maximum extent permitted by law, as decided by the ordinary resolution of the shareholders convention. The company interests are owned by the company. When a company director conducts business operation, if there is any breach of law or order that causes the company to be liable for any compensation or damage to any person, the director shall be liable with the company for compensation or damage for any reason, if the director is not to be liable along with the company for compensation, the director shall compensate the company for any losses by the company suffers from the violation of the director’s own obligations. Managers shall be subject to the same liability for damages as company directors when performing company duties." Cayman’s lawyers are remind the following provisions in accordance with the Cayman enactments: Under Cayman law, the director's company liability can be broadly divided into common law responsibilities (i.e. professional competence, attention and diligence) and loyalty obligations. However, the directors are legally obligated under the provisions of various laws and, in certain circumstances, also have obligations to third parties (such as creditors). If the company is or may be unable to pay off, the directors shall consider the interests of the creditors when performing their duties. In addition, regarding the provisions of the directors' interests as the company's income, Cayman's lawyers believe that such regulations are uncertain and too general, so they have doubts about their enforceability. For example, whether or not a director's breach of obligation is left to the court to finalize and how to define the benefit (and the period in which it benefits)? Cayman's lawyers also believe that this Article does not limit the director's responsibilities. Directors are still subject to various statutory, common law and fiduciaryduties under Cayman law. |
|
|---|---|---|---|
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INDEPENDENT AUDITORS’ REPORT
The Board of Directors and Shareholders Jinan Acetate Chemical Co., Ltd.
Opinion
We have audited the accompanying consolidated financial statements of Jinan Acetate Chemical Co., Ltd. (the “Company”) and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of 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 International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and 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 Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for 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 for the year ended December 31, 2020. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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Key audit matters of the Group’s consolidated financial statements for the year ended December 31, 2020 are stated as follows:
Occurrence of Operating Revenue Recognize in Substantial Growth of Customers Sales
At the year ended December 31, 2020, the Group’s revenue increased compare to the year ended December 31, 2019. In 2020, among part of the Group’s customers have substantial growth in operating revenue than previous year. We, therefore, consider the recognition of operating revenue growth with customers sales, which have substantial growth in operating revenue than previous year as a key audit matter. Please refer to Notes 4 and 22 to the consolidated financial statements for the relevant accounting policy.
The key audit procedures performed in respect of the above area included the following:
-
We obtained on understanding of the Group’s policies procedures and internal controls for revenue recognition and tested the effectiveness and efficiency of operations of the key controls over the occurrence of revenue recognize.
-
We analyzed the sales customers, which mentioned above, with the reason for the change in operating revenue.
-
We selected the sample transactions of the sales customers, which mentioned above, in the sales records for substantive tests and confirmed them with the supporting shipping documents, and verified the collection after the reporting period.
-
We inspected any major sales return and discount within the sales customer after the reporting period.
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 the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect 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.
In preparing the consolidated financial statements, management is responsible for assessing the Group’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 Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including members of the audit committee are responsible for overseeing the Group’s financial reporting process.
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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 the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
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.
-
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 Group’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
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 Group’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 Group to cease to continue as a going concern.
-
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.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group 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.
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.
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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 for the year ended December 31, 2020 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 Tung-Feng Lee and Yao-Ling Huang.
Deloitte & Touche Taipei, Taiwan Republic of China
March 5, 2021
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with 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 applied in the Republic of China.
For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.
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JINAN ACETATE CHEMICAL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at amortized cost - current (Notes 4, 9 and 29) Notes and accounts receivable, net (Notes 4, 10 and 22) Accounts receivable from related parties (Notes 4, 10, 22 and 28) Other receivables (Note 4) Current tax assets (Notes 4 and 24) Inventories, net (Notes 4 and 11) Prepayments (Notes 16 and 28) Other current assets (Notes 4, 28 and 29) Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8) Property, plant and equipment (Notes 4, 13 and 29) Right-of-use assets (Notes 4, 14 and 29) Investment properties, net (Notes 4, 15 and 29) Deferred tax assets (Notes 4 and 24) Other non-current assets (Note 4 and 16) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 17) Financial liabilities at fair value through profit or loss - current (Notes 4, 7 and 18) Contract liabilities - current (Note 22) Notes and accounts payable, net (Note 28) Other payables (Notes 19 and 28) Current portion of bonds payable (Notes 4 and 18) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Financial liabilities at fair value through profit or loss - non-current (Notes 4, 7 and 18) Bonds payable (Notes 4 and 18) Deferred tax liabilities (Notes 4 and 24) Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Notes 4 and 21) Share capital Ordinary Shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Exchange differences on translating the financial statements of foreign operations Unrealized valuation loss on financial assets at fair value through other comprehensive income Revaluation surplus Total other equity Treasury shares Total equity attributable to owners of the Company NON-CONTROLLING INTERESTS Total equity TOTAL |
2020 | 2019 | ||
|---|---|---|---|---|
| Amount % $ 831,330 27 4,865 - 586,078 19 75,387 3 35,585 1 3,628 - 219,979 7 63,982 2 92,318 3 1,913,152 62 25,829 1 898,321 29 53,811 2 101,897 3 34,080 1 81,977 2 1,195,915 38 $ 3,109,067 100 $ 56,960 2 21,798 1 47,573 1 157,488 5 156,896 5 473,921 15 1,657 - 916,293 29 61,140 2 513,646 17 9,577 - 584,363 19 1,500,656 48 510,767 17 433,575 14 133,588 4 78,601 3 509,525 16 721,714 23 (110,395) (4) (15,619) - 65,146 2 (60,868) (2) (115,905) (4) 1,489,283 48 119,128 4 1,608,411 52 $ 3,109,067 100 |
Amount % $ 589,261 23 98,106 4 350,644 14 87,249 3 26,128 1 14,028 - 242,969 9 54,319 2 67,065 3 1,529,769 59 31,716 1 826,705 32 55,248 2 100,220 4 21,533 1 21,083 1 1,056,505 41 $ 2,586,274 100 $ 299,800 11 46,300 2 16,450 1 222,386 9 157,288 6 456,564 18 5,382 - 1,204,170 47 - - - - 9,420 - 9,420 - 1,213,590 47 510,767 20 433,575 17 100,620 4 21,406 1 332,779 13 454,805 18 (130,806) (5) (10,597) - 65,146 2 (76,257) (3) (63,586) (3) 1,259,304 49 113,380 4 1,372,684 53 $ 2,586,274 100 |
The accompanying notes are an integral part of the consolidated financial statements.
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JINAN ACETATE CHEMICAL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OPERATING REVENUE (Notes 4, 22 and 28) OPERATING COSTS (Notes 11, 23 and 28) GROSS PROFIT OPERATING EXPENSES (Notes 23 and 28) Selling and marketing expenses General and administrative expenses Research and development expenses Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES (Note 23) Other income Other gains and losses Finance costs Interest income Net gain on fair value changes of financial liabilities at fair value through profit or loss (Note 18) Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 24) NET PROFIT FOR THE YEAR |
2020 Amount % $ 2,353,380 100 (1,564,853) (67) 788,527 33 (126,578) (5) (65,306) (3) (97,428) (4) (289,312) (12) 499,215 21 49,077 2 (27,010) (1) (25,860) (1) 1,778 - 55,650 2 53,635 2 552,850 23 (43,269) (2) 509,581 21 |
2019 | ||
|---|---|---|---|---|
| Amount % $ 2,174,990 100 (1,501,761) (69) 673,229 31 (116,685) (5) (68,725) (3) (96,675) (5) (282,085) (13) 391,144 18 26,859 1 (19,228) (1) (23,347) (1) 2,833 - 100 - (12,783) (1) 378,361 17 (47,104) (2) 331,257 15 (Continued) |
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JINAN ACETATE CHEMICAL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| OTHER COMPREHENSIVE INCOME (LOSS) (Note 4) Items that will not be reclassified subsequently to profit or loss Unrealized loss on investments in equity instruments at fair value through other comprehensive income Exchange differences arising on translation to the presentation currency Total other comprehensive income (loss) TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET PROFIT ATTRIBUTABLE TO: Owners of the Company Non-controlling interests TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: Owners of the Company Non-controlling interests EARNINGS PER SHARE (NT$, Note 25) Basic Diluted |
2020 Amount % $ (6,278) - 22,392 1 16,114 1 $ 525,695 22 $ 504,558 22 5,023 - $ 509,581 22 $ 519,947 22 5,748 - $ 525,695 22 $ 10.07 $ 9.87 |
2019 | ||
|---|---|---|---|---|
| Amount % $ (13,246) (1) (51,226) (2) (64,472) (3) $ 266,785 12 $ 329,677 15 1,580 - $ 331,257 15 $ 272,482 12 (5,697) - $ 266,785 12 $ 6.52 $ 6.40 |
||||
| $ | $ | |||
| $ | $ | |||
| $ | $ | |||
| $ | $ | |||
| $ | $ | |||
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
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| Total Equity | $1,291,447 | $1,291,447 | - | - | (183,868 ) |
(183,868 ) |
(183,868 ) |
(183,868 ) |
331,257 | (64,472 ) |
(64,472 ) |
266,785 |
266,785 |
- |
(11,462 ) |
(11,462 ) |
9,782 |
9,782 |
1,372,684 |
1,372,684 |
- | - | (237,649 ) |
(237,649 ) |
(237,649 ) |
(237,649 ) |
509,581 | 16,114 |
16,114 |
525,695 |
525,695 |
(52,319 ) |
(52,319 ) |
$ 1,608,411 | $ 1,608,411 | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Non- | controlling | Interests | $ 109,295 | - | - | - |
- |
1,580 | (7,277 ) |
(5,697 ) |
- |
- |
9,782 |
113,380 |
- | - | - |
- |
5,023 | 725 |
5,748 |
- |
$ 119,128 | |||||||||||||||||||||||||||||||
| Total | $1,182,152 | - | - | (183,868 ) |
(183,868 ) |
329,677 | (57,195 ) |
272,482 |
- |
(11,462 ) |
- |
1,259,304 |
- | - | (237,649 ) |
(237,649 ) |
504,558 | 15,389 |
519,947 |
(52,319 ) |
$ 1,489,283 | |||||||||||||||||||||||||||||||||
| Treasury | Shares | $ (52,124 ) | - | - | - |
- |
- | - |
- |
- |
(11,462 ) |
- |
(63,586 ) |
- | - | - |
- |
- | - |
- |
(52,319 ) |
$ (115,905 ) | ||||||||||||||||||||||||||||||||
| Total | (19,062 ) | - | - | - | - | - | (57,195 ) | (57,195 ) | - | - | - | (76,257 ) | - | - | - | - | - | 15,389 | 15,389 | - | (60,868 ) | |||||||||||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other Equity | Unrealized | Valuation Gain | (Loss) on | Financial | Assets at Fair | Value Through | Other Gains on |
Comprehensive Property |
Income Revaluation |
$ - $ 65,146 |
- - |
- - |
- - |
- - |
- - |
(10,597 ) - |
(10,597 ) - |
- - |
- - |
- - |
(10,597 ) 65,146 |
- - |
- - |
- - |
- - |
- - |
(5,022 ) - |
(5,022 ) - |
- - |
$ (15,619 ) $ 65,146 |
||||||||||||||||||||||||
| Equity Attributable to Owners of the Company | Exchange | Differences on | Translating the | Financial | Retained Earnings Statements of |
Unappropriated Foreign |
Special Reserve Earnings Total Operations |
$ 2,344 $ 228,542 $ 308,996 $ (84,208 ) |
- (22,510 ) - - |
19,062 (19,062 ) - - |
- (183,868 ) (183,868 ) - |
19,062 (225,440 ) (183,868 ) - |
- 329,677 329,677 - |
- - - (46,598 ) |
- 329,677 329,677 (46,598 ) |
- - - - |
- - - - |
- - - - |
21,406 332,779 454,805 (130,806 ) |
- (32,968 ) - - |
57,195 (57,195 ) - - |
- (237,649 ) (237,649 ) - |
57,195 (327,812 ) (237,649 ) - |
- 504,558 504,558 - |
- - - 20,411 |
- 504,558 504,558 20,411 |
- - - - |
$ 78,601 $ 509,525 $ 721,714 $ (110,395 ) |
||||||||||||||||||||||||||
| Legal Reserve | $ 78,110 | 22,510 | - | - |
22,510 |
- | - |
- |
- |
- |
- |
100,620 |
32,968 | - | - |
32,968 |
- | - |
- |
- |
$ 133,588 | |||||||||||||||||||||||||||||||||
| Capital | Surplus | 479,542 | - | - | - | - | - | - | - | (45,967 ) | - | - | 433,575 | - | - | - | - | - | - | - | - | 433,575 | ||||||||||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share Capital | Shares (In | Thousands) Amount |
46,480 $ 464,800 |
- - |
- - |
- - |
- - |
- - |
- - |
- - |
4,597 45,967 |
- - |
- - |
51,077 510,767 |
- - |
- - |
- - |
- - |
- - |
- - |
- - |
- - |
51,077 $ 510,767 |
|||||||||||||||||||||||||||||||
| BALANCE AT JANUARY 1, 2019 | Appropriation of 2018 earnings | Legal reserve | Special reserve | Cash dividends distributed by the Company | Net profit (loss) for the year ended | December 31, 2019 | Other comprehensive income (loss) for the year | ended December 31, 2019, net of income tax | Total comprehensive income (loss) for the year | ended December 31, 2019 | Issuance of share dividends from capital surplus | Buy-back of ordinary shares | Non-controlling interests | BALANCE AT DECEMBER 31, 2019 | Appropriation of 2019 earnings | Legal reserve | Special reserve | Cash dividends distributed by the Company | Net profit (loss) for the year ended | December 31, 2020 | Other comprehensive income (loss) for the year | ended December 31, 2020, net of income tax | Total comprehensive income (loss) for the year | ended December 31, 2020 | Buy-back of ordinary shares | BALANCE AT DECEMBER 31, 2020 |
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JINAN ACETATE CHEMICAL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Net gain on fair value changes of financial liabilities at fair value through profit or loss Finance costs Interest income Loss on disposal of property, plant and equipment Write-downs of inventories Changes in operating assets and liabilities Notes receivable Accounts receivable Accounts receivable from related parties Other receivables Inventories Prepayments Other current assets Contract liabilities Notes and accounts payable Other payables Other current liabilities Cash generated from operations Interest paid Income taxes paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through other comprehensive income Purchase of financial assets at amortized cost Proceeds from disposal of financial assets at amortized cost Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in refundable deposits Decrease in other non-current assets Increase in prepayments for equipment Interest received Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from (repayments of) short-term borrowings Proceeds from issuance of convertible bonds |
2020 $ 552,850 105,376 (55,650) 25,860 (1,778) 22 267 (137,307) (98,127) 11,862 (8,822) 22,723 (9,663) (25,253) 31,123 (64,898) (392) (2,682) 345,511 (3,993) (46,796) 294,722 - (3,798) 98,680 (141,008) 2 - 1,368 (80,162) 1,143 (123,775) (236,400) 601,416 |
2019 $ 378,361 98,227 (100) 23,347 (2,833) 34 657 (15,768) (71,963) (38,099) (8,741) 77,069 28,999 56,525 9,254 (22,813) (91) 1,331 513,396 (6,625) (41,048) 465,723 (47,308) (98,106) 633 (84,453) 14 15 12,260 (20,442) 1,957 (235,430) 191,654 - (Continued) |
|---|---|---|
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JINAN ACETATE CHEMICAL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)
| Proceeds from (refund of) guarantee deposits received Dividends paid to owners of the Company Payments for buy-back of ordinary shares Increase in non-controlling interests Net cash generated from financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR |
2020 $ (1,042) (237,649) (52,319) - 74,006 (2,884) 242,069 589,261 $ 831,330 |
2019 $ 1,318 (183,868) (11,462) 9,782 7,424 (17,534) 220,183 369,078 $ 589,261 |
|---|---|---|
The accompanying notes are an integral part of the consolidated financial statements.
(Concluded)
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise)
JINAN ACETATE CHEMICAL CO., LTD. AND SUBSIDIARIES
1. GENERAL INFORMATION
Jinan Acetate Chemical Co., Ltd. (the “Company”) was incorporated in Cayman Islands on September 25, 2014. The Company was established mainly for organizational restructuring. In accordance with the equity exchange agreement, the Company has become the holding company of the consolidated entities after the organizational restructuring have been completed on September 25, 2014.
The Company’s shares have been listed on the Taiwan Stock Exchange (TSE) since November 9, 2015.
The Company’s functional currency is Renminbi. However, due to the listing in the TSE, the consolidated financial statements are presented in New Taiwan dollars for greater comparability and consistency of financial reporting.
2. APPROVAL OF FINANCIAL STATEMENTS
The consolidated financial statements were approved by the Company’s board of directors on March 5, 2021.
3. APPLICATION OF NEW, AMENDED AND REVISED STANDARDS AND INTERPRETATIONS
- a. Initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRS Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)
Except for the following, the initial application of the amendments to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IFRSs endorsed and issued into effect by the FSC did not have any material impact on the Group’s accounting policies.
- b. The IFRSs endorsed by the Financial Supervisory Commission (FSC) for application starting from 2021
| New IFRSs Amendments to IFRS 4 “Extension of the Temporary Exemption from Applying IFRS 9” Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 “Interest Rate Benchmark Reform - Phase 2” Amendment to IFRS 16 “Covid-19 - Related Rent Concessions” |
Effective Date Announced by International Accounting Standards Board (IASB) |
|---|---|
| Effective immediately upon promulgation by the IASB January 1, 2021 June 1, 2020 |
As of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Group’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.
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c. New IFRSs in issue but not yet endorsed and issued into effect by the FSC
New IFRSs
Effective Date Announced by IASB (Note 1)
“Annual Improvements to IFRS Standards 2018-2020” January 1, 2022 (Note 2) Amendments to IFRS 3 “Reference to the Conceptual Framework” January 1, 2022 (Note 3) Amendments to IAS 10 and IAS 28 “Sale or Contribution of Assets To be determined by IASB between an Investor and its Associate or Joint Venture” IFRS 17 “Insurance Contracts” January 1, 2023 Amendments to IFRS 17 January 1, 2023 Amendments to IAS 1 “Classification of Liabilities as Current or January 1, 2023 Non-current” Amendments to IAS 1 “Disclosure of Accounting Policies” January 1, 2023 (Note 6) Amendments to IAS 8 “Definition of Accounting Estimates” January 1, 2023 (Note 7) Amendments to IAS 16 “Property, Plant and Equipment - Proceeds January 1, 2022 (Note 4) before Intended Use” Amendments to IAS 37 “Onerous Contracts - Cost of Fulfilling a January 1, 2022 (Note 5) Contract”
-
Note 1: Unless stated otherwise, the above New IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.
-
Note 2: The amendments to IFRS 9 will be applied prospectively to modifications and exchanges of financial liabilities that occur on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IAS 41 “Agriculture” will be applied prospectively to the fair value measurements on or after the annual reporting periods beginning on or after January 1, 2022. The amendments to IFRS 1 “First-time Adoptions of IFRSs” will be applied retrospectively for annual reporting periods beginning on or after January 1, 2022.
-
Note 3: The amendments are applicable to business combinations for which the acquisition date is on or after the beginning of the annual reporting period beginning on or after January 1, 2022.
-
Note 4: The amendments are applicable to property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.
-
Note 5: The amendments are applicable to contracts for which the entity has not yet fulfilled all its obligations on January 1, 2022.
-
Note 6: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.
-
Note 7: The amendments are applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.
As of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of other standards and interpretations will have on the Group’s financial position and financial performance and will disclose the relevant impact when the assessment is completed.
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4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- a. Statement of compliance
The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and IFRSs endorsed and issued into effect by the FSC.
- b. Basis of preparation
The consolidated financial statements have been prepared on the historical cost basis except for the financial instruments and investment properties which are measured at fair value.
The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and based on the significance of the inputs to the fair value measurement in its entirety, are described as follows:
-
1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
-
2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
-
3) Level 3 inputs are unobservable inputs for the asset or liability.
-
c. Classification of current and non-current assets and liabilities
Current assets include:
-
1) Assets held primarily for the purpose of trading;
-
2) Assets expected to be realized within 12 months after the reporting period; and
-
3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.
Current liabilities include:
-
1) Liabilities held primarily for the purpose of trading;
-
2) Liabilities due to be settled within 12 months after the reporting period; and
-
3) Liabilities for which the Group does not have an unconditional right to defer settlement for at least 12 months after the reporting period.
Assets and liabilities that are not classified as current are classified as non-current.
- d. Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company (i.e. its subsidiaries).
Income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated statement of profit or loss and other comprehensive income from the effective dates of acquisitions up to the effective dates of disposals, as appropriate.
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When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Company.
All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the interests of the Group and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Company.
See Note 12, Tables 6 and 7 for the detailed information of subsidiaries (including percentages of ownership and main businesses).
e. Foreign currencies
In preparing the financial statements of each individual group entity, transactions in currencies other than the entity’s functional currency (i.e., foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.
At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.
Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, in which cases, the exchange differences are also recognized directly in other comprehensive income.
Non-monetary items that are measured at historical cost in a foreign currency are not retranslated.
For the purpose of presenting consolidated financial statements, the functional currencies of the Company and the other entities in the Group (including subsidiaries and branches in other countries that use currency which are different from the currency of the Company) are translated into the presentation currency - the New Taiwan dollar as follows: Assets and liabilities are translated at the exchange rates prevailing at the end of the reporting period; and income and expense items are translated at the average exchange rates for the period. The resulting currency translation differences are recognized in other comprehensive income (attributed to the owners of the Company and non-controlling interests as appropriate).
f. Inventories
Inventories consist of raw materials, supplies, finished goods and work in progress and are stated at the lower of cost or net realizable value. Inventory write-downs are made by item, except where it may be appropriate to group similar or related items. The net realizable value is the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale. Inventories are recorded at the weighted-average cost on the balance sheet date.
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g. Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost less accumulated depreciation and accumulated impairment loss.
Property, plant and equipment in the course of construction are measured at cost less any recognized impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Such assets are depreciated and classified to the appropriate categories of property, plant and equipment when completed and ready for their intended use.
The depreciation of property, plant and equipment is recognized using the straight-line method. Each significant part is depreciated separately. The estimated useful lives, residual values and depreciation methods are reviewed at the end of each reporting period, with the effects of any changes in the estimates accounted for on a prospective basis.
On derecognition of an item of property, plant and equipment, the difference between the sales proceeds and the carrying amount of the asset is recognized in profit or loss.
h. Investment properties
Investment properties are properties held to earn rentals and/or for capital appreciation. Investment properties also include land held for a currently undetermined future use.
Investment properties are measured initially at cost, including transaction costs, and are subsequently measured using the fair value model. Changes in the fair value of investment properties are included in profit or loss for the period in which they arise.
On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is included in profit or loss.
- i. Impairment of property, plant and equipment and right-of-use asset
At the end of each reporting period, the Group reviews the carrying amounts of its property, plant and equipment and right-of-use asset, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Corporate assets are allocated to the smallest group of cash-generating units on a reasonable and consistent basis of allocation.
The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.
When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset, cash-generating unit or assets related to contract costs is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount that would have been determined had no impairment loss been recognized on the asset, cash-generating unit or assets related to contract costs in prior years. A reversal of an impairment loss is recognized in profit or loss.
j. Financial instruments
Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instruments.
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Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.
- 1) Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.
- a) Measurement category
Financial assets are classified into the following categories: Financial assets at amortized cost and financial assets at FVTOCI.
- i. Financial assets at amortized cost
Financial assets that meet the following conditions are subsequently measured at amortized cost:
-
i) The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
-
ii) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, notes receivable, accounts receivable, other receivables, other current financial assets and refundable deposits, are measured at amortized cost, which equals to gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.
Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, expect for:
-
i) Purchased or originated credit-impaired financial assets, for which interest income is calculated by applying the credit adjusted effective interest rate to the amortized cost of such financial assets; and
-
ii) Financial assets that are not credit impaired on purchase or origination but have subsequently become credit impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets in subsequent reporting periods.
Cash equivalents include time deposits with original maturities within 3 months from the date of acquisition, which are highly liquid, readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These cash equivalents are held for the purpose of meeting short-term cash commitments.
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- ii. Investments in equity instruments at FVTOCI
On initial recognition, the Group may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.
Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, it will be transferred to retained earnings.
Dividends on these investments in equity instruments are recognized in profit or loss when the Group’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.
- b) Impairment of financial assets
The Group recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including trade receivables).
The Group always recognizes lifetime expected credit losses (ECLs) for accounts receivable. For all other financial instruments, the Group recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECLs.
Expected credit losses reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.
For internal credit risk management purposes, the Group determines that internal or external information show that the debtor is unlikely to pay its creditors indicate that a financial asset is in default.
The impairment loss of all financial assets is recognized in profit or loss by a reduction in their carrying amounts through a loss allowance account.
- c) Derecognition of financial assets
The Group derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.
On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of an investment in an equity instrument at FVTOCI, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss, and the cumulative gain or loss which had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through loss.
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2) Equity instruments
Debt and equity instruments issued by the Group are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments issued by the Group are recognized at the proceeds received, net of direct issue costs.
The repurchase of the Company’s own equity instruments is recognized in and deducted directly from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issuance or cancellation of the Company’s own equity instruments.
3) Financial liabilities
- a) Subsequent measurement
Except the following situations, all financial liabilities are measured at amortized cost using the effective interest method:
Financial liabilities at FVTPL
Financial liabilities are classified as at FVTPL when such financial liabilities are either held for trading or are designated as at FVTPL. Fair value is determined in the manner described in Note 27.
- b) Derecognition of financial liabilities
The difference between the carrying amount of a financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
4) Convertible bonds
The conversion option component of the convertible bonds issued by the Group, which will be settled other than by the exchange of a fixed amount of cash or other financial assets for a fixed number of the Company’s own equity instruments, is classified as a derivative financial liability.
On initial recognition, the derivative financial liability component of the convertible bonds is recognized at fair value, and the initial carrying amount of the non-derivative financial liability component is determined by deducting the amount of the derivative financial liability component from the fair value of the hybrid instrument as a whole. In subsequent periods, the non-derivative financial liability component of the convertible bonds is measured at amortized cost using the effective interest method. The derivative financial liability component is measured at fair value, and the changes in fair value are recognized in profit or loss. Transaction costs that relate to the issuance of the convertible notes are allocated to the derivative financial liability component and the non-derivative financial liability component in proportion to their relative fair values.
k. Revenue recognition
The Group identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.
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Revenue from the sale of goods comes from sales of cellulose acetate tow and cellulose acetate. Sales of cellulose acetate tow and cellulose acetate are recognized as revenue when the goods are shipped because it is the time when the customer has the primary responsibility for sales to future customers and bears the risks of obsolescence. Trade receivables are recognized concurrently.
l. Leasing
At the inception of a contract, the Group assesses whether the contract is, or contains, a lease.
1) The Group as lessor
Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
Lease payments (less any lease incentives payable) from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases. Initial direct costs incurred in obtaining operating leases are added to the carrying amounts of the underlying assets and recognized as expenses on a straight-line basis over the lease terms.
2) The Group as lessee
The Group recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.
Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the consolidated balance sheets.
Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.
m. Borrowing costs
Borrowing costs directly attributable to an acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
Other than that which is stated above, all other borrowing costs are recognized in profit or loss in the period in which they are incurred.
n. Government grants
Government grants are not recognized until there is reasonable assurance that the Group will comply with the conditions attached to them and that the grants will be received.
Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognized in profit or loss in the period in which they become receivable.
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o. Employee benefits
1) Short-term employee benefits
Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related services.
2) Retirement benefits
The Group participates in the local government pension plans in accordance with local regulations, contributing pension regularly to the government according to a certain percentage of the employee’s salary. Payments to defined contribution retirement benefit plans are recognized as expenses for the current period when employees have rendered services entitling them to the contributions.
p. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
1) Current tax
According to the People’s Republic of China (PRC) Enterprise Income Tax Law, the tax rate is 25%. Jinan Acetate Chemical Co., Ltd (China) of the Group has acquired the High-tech Enterprise Certificate in 2018; Acetek Material Co., Ltd (China) of the Group has acquired the High-tech Enterprise Certificate in 2019. The applicable tax rate for both companies is 15%. The High-tech Enterprise Certificate of Jinan Acetate Chemical Co., Ltd (China) and Acetek Material Co., Ltd (China) will expire in November 2021 and November 2022. Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.
2) Deferred tax
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences and unused loss carryforwards to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets to be recovered. A previously unrecognized deferred tax asset is also reviewed at the end of each reporting period and recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liabilities are settled or the assets are realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. If investment properties measured using the fair value model are non-depreciable assets, the carrying amounts of such assets are presumed to be recovered entirely through sale.
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3) Current and deferred taxes for the year
Current and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity; in which case, the current and deferred taxes are also recognized in other comprehensive income or directly in equity, respectively.
5. CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Group’s accounting policies, management is required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.
The Group considers the economic implications of the COVID-19 when making its critical accounting estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised if the revisions affect only that period or in the period of the revisions and future periods if the revisions affect both current and future periods.
6. CASH AND CASH EQUIVALENTS
| Cash on hand Demand deposits Cash equivalents (investments with original maturities of less than 3 months) Time deposits |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 147 831,183 - $ 831,330 |
2019 $ 162 453,953 135,146 $ 589,261 |
7. FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
| Financial liabilities held for trading-current Derivative financial liabilities (not under hedge accounting) Convertible options (Note 18) Foreign exchange forward contracts Financial liabilities held for trading-non-current Derivative financial liabilities (not under hedge accounting) Convertible options (Note 18) |
December | 31 | |
|---|---|---|---|
| 2020 $ 21,450 348 $ 21,798 $ 61,140 |
2019 $ 46,300 - $ 46,300 $ - |
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At the end of the year, outstanding foreign exchange forward contracts not under hedge accounting were as follows:
| Notional Amount | |||||
|---|---|---|---|---|---|
| Currency | Maturity Date | (In Thousands) | |||
| December | 31, | 2020 | |||
| Sell | USD/RMB | 2021.1 | USD1,500/RMB9,800 | ||
| Sell | USD/RMB | 2021.2 | USD1,500/RMB9,820 | ||
| Sell | USD/RMB | 2021.3 | USD1,500/RMB9,840 | ||
| Sell | USD/RMB | 2021.4 | USD1,500/RMB9,857 | ||
| Sell | USD/RMB | 2021.5 | USD1,500/RMB9,874 | ||
| Sell | USD/RMB | 2021.6 | USD1,500/RMB9,892 |
8. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME
Investments in equity instruments at FVTOCI
| Non-current Foreign investments Unlisted shares Ordinary shares - ELEUNG LIMITED |
December | 31 | |
|---|---|---|---|
| 2020 $ 25,829 |
2019 $ 31,716 |
The Group holds 25% of the ordinary shares of ELEUNG LIMITED. However, according to the shareholders’ agreement, the owner shareholders shall have the control in the composition of company’s board of directors, moreover, the Group has no authority to participate in the investee’s financial and operating policy decisions; therefore, the investment is not accounted for as an associated company.
These investments in equity instruments are held for medium to long-term strategic purposes. Accordingly, the management elected to designate these investments in equity instruments as at FVTOCI as they believe that recognizing short-term fluctuations in these investments’ fair value in profit or loss would not be consistent with the Group’s strategy of holding these investments for long-term purposes.
9. FINANCIAL ASSETS AT AMORTIZED COST
| Current Domestic investments Time deposits with original maturities of more than 3 months |
December | 31 | |
|---|---|---|---|
| 2020 $ 4,865 |
2019 $ 98,106 |
-
a. The ranges of interest rates for time deposits with original maturities of more than 3 months were approximately 0.40%-1.85% and 1.69%-2.85% per annum as of December 31, 2020 and 2019, respectively.
-
b. Refer to Note 29 for information relating to investments in financial assets at amortized cost pledged as security.
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10. NOTES RECEIVABLE AND ACCOUNTS RECEIVABLE
| Notes and accounts receivable At amortized cost Gross carrying amount Less: Allowance for impairment loss Accounts receivable from related parties At amortized cost Gross carrying amount Less: Allowance for impairment loss |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 586,078 - $ 586,078 $ 75,387 - $ 75,387 |
2019 $ 350,644 - $ 350,644 $ 87,249 - $ 87,249 |
The Group takes advance payments for the sales of goods through letters of credit. The credit period of sales of goods was between 30 and 180 days. No interest was charged on trade and notes receivable. The Group adopted a policy of only dealing with entities that are rated the equivalent of investment grade or higher and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults. The Group uses other publicly available financial information or its own trading records to rate its major customers. The Group’s exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties.
The Group measures the loss allowance for trade receivables at an amount equal to lifetime ECLs. The expected credit losses on accounts receivable are estimated using a provision matrix by reference to the past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecasted direction of economic conditions at the reporting date. As the Group’s historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished according to the Group’s different customer base.
The following table details the loss allowance of accounts receivable based on the Group’s provision matrix.
December 31, 2020
| 1 to 30 Days 31 to 60 Days 61 to 90 Days Expected credit loss rate 0% 0% 0% Gross carrying amount $ 238,911 $ 153,968 $ 107,272 Loss allowance (Lifetime ECL) - - - Amortized cost $ 238,911 $ 153,968 $ 107,272 |
91 to 120 Days 0% $ 70,827 - $ 70,827 |
121 to 180 Days 0% $ 90,487 - $ 90,487 |
181 to 360 Days 0% $ - - $ - |
Total $ 661,465 - |
|---|---|---|---|---|
| $ 661,465 |
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December 31, 2019
| 1 to 30 Days 31 to 60 Days 61 to 90 Days Expected credit loss rate 0% 0% 0% Gross carrying amount $ 191,560 $ 109,729 $ 33,355 Loss allowance (Lifetime ECL) - - - Amortized cost $ 191,560 $ 109,729 $ 33,355 |
91 to 120 Days 0% $ 43,659 - $ 43,659 |
121 to 180 Days 0% $ 59,590 - $ 59,590 |
181 to 360 Days 0% $ - - $ - |
Total $ 473,893 - |
|---|---|---|---|---|
| $ 473,893 |
The total balance of accounts receivable increased by $223,572 thousand and $125,830 thousand as of December 31, 2020 and 2019 compared to the beginning balance, respectively. After the assessment, the Group did not recognize allowance for impairment loss on receivables as of December 31, 2020 and 2019.
11. INVENTORIES
| Finished goods Work in progress Raw materials Supplies |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 59,157 20,198 120,712 19,912 $ 219,979 |
2019 $ 77,927 17,648 125,622 21,772 $ 242,969 |
The cost of inventories recognized as cost of goods sold for the years ended December 31, 2020 and 2019 was $1,564,853 thousand and $1,501,761 thousand, respectively. The inventory write-downs (reversals of inventory write-downs) was $267 thousand and $657 thousand, respectively.
12. SUBSIDIARIES
a. Entities included in the consolidated financial statements:
| Investor Investee Nature of Activities The Company My Parents Living Technology Limited (Hong Kong) (“My Parents”) Investments My Parents Jinan Acetate Chemical Co., Ltd. (China) (“Jinan Acetate Chemical”) Production and sales of cellulose acetate tow Jinan Acetate Chemical Acetek Material Co., Ltd. (China) (“Acetek Material”) Production and sales of cellulose acetate My Parents Acetek Material Co., Ltd. (China) (“Acetek Material”) Production and sales of cellulose acetate My Parents Acetek Chemical Co., Ltd. (China) (“Acetek Chemical”) Investments Jinan Acetate Chemical Acetek Momentun Co., Ltd. (China) (“Acetek Momentun”) Manufacturing and sales of cellulose anhydride My Parents Acetek Momentun Co., Ltd. (China) (“Acetek Momentun”) Manufacturing and sales of cellulose anhydride |
ProportionofOwnership |
|---|---|
| December 31 | |
| 2020 2019 100.00 100.00 100.00 100.00 52.80 52.80 27.20 27.20 80.00 80.00 (Note 1) 43.01 (Note 2) - 56.99 (Note 2) - |
Note 1: The Group invested in Acetek Chemical in March 2019.
Note 2: The Group invested in Acetek Momentun in July 2020 by Jinan Acetate Chemical and December 2020 by My Parents.
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b. Details of subsidiaries that have material non-controlling interests
| Name of Subsidiary Principal Place of Business Acetek Material Mainland China |
Proportion of Ownership and Voting Rights Held by Non-controlling Interests |
|---|---|
| December31 | |
| 2020 2019 20.00% 20.00% |
Summarized financial information in respect of Acetek Material that has material non-controlling interests is set out below. The summarized financial information below represents amounts before intragroup eliminations.
| Current assets Non-current assets Current liabilities Equity Equity attributable to: Owners of the Company Non-controlling interests of Acetek Material Revenue Profit for the year Other comprehensive income for the year Total comprehensive income for the year Profit attributable to: Owners of the Company Non-controlling interests of Acetek Material Total comprehensive income attributable to: Owners of the Company Non-controlling interests of Acetek Material |
December 31 | December 31 | ||
|---|---|---|---|---|
| 2020 2019 $ 329,960 $ 238,642 788,039 765,513 (562,697) (481,296) $ 555,302 $ 522,859 $ 444,242 $ 418,287 111,060 104,572 $ 555,302 $ 522,859 For the Year Ended December 31 |
||||
| 2020 $ 1,029,941 $ 23,184 (20,385) $ 2,799 $ 18,547 4,637 $ 23,184 $ 2,239 560 $ 2,799 |
2019 $ 1,042,238 $ 11,126 20,283 $ 31,409 $ 8,901 2,225 $ 11,126 $ 25,127 6,282 $ 31,409 |
(Continued)
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| Net cash inflow from: Operating activities Investing activities Financing activities Effects of exchange rate changes Net cash outflow |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2020 $ (91,282) (99,775) 175,080 7,861 $ (8,116) |
2019 $ 53,119 (69,555) - 6,950 $ (9,486) (Concluded) |
13. PROPERTY, PLANT AND EQUIPMENT
| Cost Balance at January 1, 2019 Additions Disposals Reclassification Effect of foreign currency exchange differences Balance at December 31, 2019 Accumulated depreciation Balance at January 1, 2019 Depreciation expenses Disposals Effect of foreign currency exchange differences Balance at December 31, 2019 Carrying amounts at December 31, 2019 Cost Balance at January 1, 2020 Additions Disposals Reclassification Effect of foreign currency exchange differences Balance at December 31, 2020 Accumulated depreciation Balance at January 1, 2020 Depreciation expenses Disposals Effect of foreign currency exchange differences Balance at December 31, 2020 Carrying amounts at December 31, 2020 |
Buildings $ 200,374 25,596 - 4,924 (8,621) $ 222,273 $ 46,349 12,224 - (2,188) $ 56,385 $ 165,888 $ 222,273 9,165 - 591 3,934 $ 235,963 $ 56,385 11,598 - 1,200 $ 69,183 $ 166,780 |
Equipment Transportation Equipment $ 983,432 $ 9,072 42,756 279 (1,240 ) - 87,133 2,205 (41,507) (432) $ 1,070,574 $ 11,124 $ 370,783 $ 5,258 80,442 1,733 (1,192 ) - (16,785) (262) $ 433,248 $ 6,729 $ 637,326 $ 4,395 $ 1,070,574 $ 11,124 50,654 - - (478 ) 30,597 287 19,708 182 $ 1,171,533 $ 11,115 $ 433,248 $ 6,729 88,361 1,752 - (454 ) 9,206 141 $ 530,815 $ 8,168 $ 640,718 $ 2,947 |
Other Equipment Construction in Progress Equipment $ 7,530 $ 87,853 - 15,822 - - - (87,553 ) (281) (593) $ 7,249 $ 15,229 $ 2,041 $ - 1,472 - - - (131) - $ 3,382 $ - $ 3,867 $ 15,229 $ 7,249 $ 15,229 - 81,189 - - - (12,803 ) 120 1,771 $ 7,369 $ 85,386 $ 3,382 $ - 1,409 - - - 88 - $ 4,879 $ - $ 2,490 $ 85,386 |
Total $ 1,288,261 84,453 (1,240 ) 6,409 (51,434) |
|---|---|---|---|---|
$ 1,326,449 |
||||
$ 424,431 95,871 (1,192 ) (19,366) |
||||
$ 499,744 |
||||
| $ 826,705 | ||||
| $ 1,326,449 141,008 (478 ) 18,672 25,715 |
||||
| $ 1,511,366 | ||||
$ 499,744 103,120 (454 ) 10,635 |
||||
| $ 613,045 | ||||
| $ 898,321 |
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The above items of property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives as follows:
| Buildings | 20 years |
|---|---|
| Equipment | 3-10 years |
| Transportation equipment | 4-5 years |
| Other equipment | 5 years |
Property, plant and equipment pledged as collateral for bank borrowings are set out in Note 29.
14. LEASE ARRANGEMENTS
- a. Right-of-use assets
| Carrying amount Land Depreciation charge for right-of-use assets Land |
December | 31 | |
|---|---|---|---|
| 2020 2019 $ 53,811 $ 55,248 For the Year Ended December 31 |
|||
| 2020 $ 2,256 |
2019 $ 2,356 |
- b. Material leasing activities and terms
As lessees, Jinan Acetek Chemical Co., Ltd. and Acetek Material Co., Ltd. are leasing certain lands for the use of factory with lease terms of 20 to 30 years. These arrangements do not contain purchase options at the end of the lease terms.
- c. Other lease information
| Expenses relating to short-term leases Expenses relating to low-value asset leases Total cash outflow for leases |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2020 $ 433 $ 14 $ (447) |
2019 $ 411 $ 12 $ (423) |
The Group leases of certain office equipment qualify as short-term leases and leases of certain computer equipment which qualify as low-value asset leases. The Group has elected to apply the recognition exemption and thus, did not recognize right-of-use assets and lease liabilities for these leases.
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15. INVESTMENT PROPERTIES
| Measured at fair value | December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 101,897 |
2019 $ 100,220 |
As lessor, the Group is leasing the abovementioned investment properties for 9 years. The lessees do not have bargain purchase options to acquire the investment properties at the expiry of the lease periods.
The maturity analysis of lease payments receivable under operating leases of investment properties at December 31, 2020 was as follows:
| Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 onwards |
December | 31 | |
|---|---|---|---|
| 2020 $ 4,473 4,473 4,696 4,696 4,931 4,931 $ 28,200 |
2019 $ 4,535 4,671 4,671 4,905 4,905 10,299 $ 33,986 |
Investment Properties Measured at Fair Value
| Balance at January 1, 2020 Effects of foreign currency exchange differences Balance at December 31, 2020 Balance at January 1, 2019 Effects of foreign currency exchange differences Balance at December 31, 2019 |
Total $ 100,220 1,677 $ 101,897 $ 104,108 (3,888) $ 100,220 |
|---|---|
The fair values of investment properties were measured on a recurring basis as follows:
| Independent valuation | December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 101,897 |
2019 $ 100,220 |
The fair values of a single investment property with a carrying amount at least 20% of the paid-in capital at December 31, 2020 and 2019 were based on the valuations carried out on January 28, 2021 and March 9, 2020, respectively, by independent qualified professional valuer, Mr. Ming-Hun Tsai, from Zhan-Mao Real Estate Appraisal Firm and Mr. Yi-chuan Chang, from Da-Hua Real Estate Appraisal Firm, a Certified Real Estate Appraiser in the ROC.
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The movements in the fair value of investment properties within Level 3 of the hierarchy were as follows:
| Balance at January 1, 2020 Recognized in other comprehensive income (exchange differences on translating the financial statements of foreign operations) Balance at December 31, 2020 Balance at January 1, 2019 Recognized in other comprehensive income (exchange differences on translating the financial statements of foreign operations) Balance at December 31, 2019 |
Total $ 100,220 1,677 $ 101,897 $ 104,108 (3,888) $ 100,220 |
|---|---|
The fair value of investment properties, except for undeveloped land, was measured using the income approach. The significant assumptions used are as follows:
| Expected future cash inflows Expected future cash outflows Expected future cash inflows, net Discount rates |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 217,877 (8,342) $ 209,535 5.38% |
2019 $ 262,310 (5,841) $ 256,469 6% |
The market rentals in the area where the investment property is located were between RMB7.758 per square meter. The market rentals for comparable properties were between RMB7 and RMB9 per square meter.
The investment property has 1 floor above ground level, and the floor had been leased out under operating leases. The rental income generated for the years ended December 31, 2020 and 2019 was $4,289 thousand and $4,479 thousand, respectively.
The future cash inflows expected to be generated by investment properties include rental income, interest income on rental deposits and disposal value. The rental income was extrapolated using the Group’s current rental rate, taking into account the annual rental growth rate; the income analysis covers a 10-year period, the interest income on rental deposits was extrapolated using the time deposit interest rate for 1-year period; there was no disposal value since after the land lease expires, no land owner will be paid back the above-ground houses. The expected future cash outflows incurred by investment properties included the expenditures such as enterprise-establishing brokerage fee, related taxes and management costs, insurance premiums and maintenance costs. These expenditures were extrapolated on the basis of the current level of expenditures, taking into account the future adjustments.
The discount rate of 5.38% was determined using the interest rate for 1-year time deposits as posted by The People’s Bank of China of 1.75% and long-term interest rate of 4.75% for the year ended December 31, 2020. The discount rate was first calculated by using 50% of funds and borrowing for capitalization rate of 3.215%, then calculated by liquidity, risk, appreciation and the difficulty on management.
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The discount rate of 6% was determined using the interest rate for 3-year time deposits as posted by The People’s Bank of China of 2.75% and any asset-specific risk premiums of 3.25% for the year ended December 31, 2019.
The Group has free hold interests in all of its investment properties. The investment properties pledged as collateral for bank borrowings are set out in Note 29.
16. OTHER ASSETS
| 17. | Current Prepayments Advanced payments Prepayment Others Other current assets Refundable deposits Non-current Other non-current assets Prepayments for equipment Refundable deposits Prepayments for house BORROWINGS Short-term Borrowings Unsecured borrowings Line of credit borrowings |
December | 31 | |
|---|---|---|---|---|
| 2020 $ 26,384 19,680 17,918 $ 63,982 $ 92,318 $ 81,940 27 10 $ 81,977 December |
2019 $ 5,992 39,100 9,227 $ 54,319 $ 67,065 $ 19,679 26 1,378 $ 21,083 31 |
|||
| 2020 $ 56,960 |
2019 $ 299,800 |
The range of interest rates on bank loans was 0.85%-1.05% and 2.52%-3.05% per annum at December 31, 2020 and 2019, respectively.
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18. BONDS PAYABLE
| First-time unsecured domestic convertible bonds (ROC) Second-time unsecured domestic convertible bonds (ROC) |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 473,921 513,646 $ 987,567 |
2019 $ 456,564 - $ 456,564 |
As of June 9, 2017, the Company issued $500,000 thousand, 0% NTD-denominated unsecured convertible bonds in Taiwan, with a total issue amount of $500,000 thousand.
Each bond entitles the holder to convert it into ordinary shares of the Company at a conversion price of $173. In case of ex-right or ex-dividend, the price should be adjusted according to the conversion price adjustment formula. The conversion price as of December 31, 2020 was $137. Conversion may occur at any time between September 10, 2017 and June 9, 2022. If the bonds have not been converted and the closing price of ordinary shares has exceeded 30% of the current conversion price for 30 consecutive business days, the Company may send a copy of “Debt Rebate Notice” with expiration of one month by registered mail within the next 30 business days. The aforementioned period is calculated from the delivery of mail, and the expiration date of the period is determined as the base date for recovery of bonds. The Company redeems the bonds at their par value within 5 business days following the base date.
The convertible bonds shall be resold in advance by bondholders on the date of the issuance of 3 years (June 9, 2020) and the date of the issuance of 4 years (June 9, 2021). The Company should send a copy of “Notice of Put Provision” to the bondholders by registered mail in 40 days before the base date of resale. The bondholders may require the Company to add interest compensation to the par value of the bonds (101.5075% for 3 years and 102.0151% for 4 years) and to redeem the bonds in cash. Upon receiving the request for resale, the Company shall redeem the bonds in cash within 5 business days after the resale date.
| Proceeds from issuance (less transaction costs of $4,499 thousand) Liability component at the date of issue Liability component at January 1, 2019 (bonds payable of $439,842 thousand and financial liabilities at fair value through profit or loss - non-current of $46,400 thousand) Interest charged at an effective interest rate of 3.7371% Valuation profit on financial investments Liability component at December 31, 2019 (bonds payable of $456,564 thousand and financial liabilities at fair value through profit or loss - current of $46,300 thousand) Liability component at January 1, 2020 (bonds payable of $456,564 thousand and financial liabilities at fair value through profit or loss - current of 46,300 thousand) Interest charged at an effective interest rate of 3.7371% Valuation profit on financial investments Liability component at December 31, 2020 (bonds payable of $473,921 thousand and financial liabilities at fair value through profit or loss - current of $21,450 thousand) |
$ 500,501 $ 500,501 $ 486,242 16,722 (100) $ 502,864 $ 502,864 17,357 (24,850) $ 495,371 |
|---|---|
As of September 25, 2020, the Company issued $600,000 thousand, 0% NTD-denominated unsecured convertible bonds in Taiwan, with a total issue amount of $600,000 thousand.
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Each bond entitles the holder to convert it into ordinary shares of the Company at a conversion price of $130.7. In case of ex-right or ex-dividend, the price should be adjusted according to the conversion price adjustment formula. The conversion price as of December 31, 2020 was $130.7. Conversion may occur at any time between December 26, 2020 and September 25, 2025. If the bonds have not been converted and the closing price of ordinary shares has exceeded 30% of the current conversion price for 30 consecutive business days, the Company may send a copy of “Debt Rebate Notice” with expiration of one month by registered mail within the next 30 business days. The aforementioned period is calculated from the delivery of mail, and the expiration date of the period is determined as the base date for recovery of bonds. The Company redeems the bonds at their par value within 5 business days following the base date.
The convertible bonds shall be resold in advance by bondholders on the date of the issuance of 3 years (September 25, 2023) and the date of the issuance of 4 years (September 25, 2024). The Company should send a copy of “Notice of Put Provision” to the bondholders by registered mail in 40 days before the base date of resale. The bondholders may require the Company to add interest compensation to the par value of the bonds (100.75% for 3 years and 101.00% for 4 years) and to redeem the bonds in cash. Upon receiving the request for resale, the Company shall redeem the bonds in cash within 5 business days after the resale date.
Proceeds from issuance (less transaction costs of $4,584 thousand) Liability component at the date of issue
| Proceeds from issuance (less transaction costs of $4,584 thousand) Liability component at the date of issue Liability component at September 25, 2020 (bonds payable of $509,136 thousand and financial liabilities at fair value through profit or loss - non-current of $92,280 thousand) Interest charged at an effective interest rate of 3.2888% Valuation profit on financial investments Liability component at December 31, 2020 (bonds payable of $513,646 thousand and financial liabilities at fair value through profit or loss - non-current of $61,140 thousand) |
$ 601,416 $ 601,416 $ 601,416 4,510 (31,140) $ 574,786 |
|---|---|
19. OTHER PAYABLES
| Payables for purchases of equipment Payables for security production fee Payables for steam fee Payables for salaries Payables for freight Accrued remuneration to employees and directors Others |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 34,969 28,553 23,801 19,165 18,320 5,122 26,966 $ 156,896 |
2019 $ 48,579 13,389 20,606 21,244 11,897 5,351 36,222 $ 157,288 |
20. RETIREMENT BENEFIT PLANS
Jinan Acetate Chemical and Acetek Material of the Group adopted a defined contribution plan. Under the plan, an entity makes contributions to employees’ pension account at percentages of the salary of employees. The pension account is managed by the authorized insurance institution located in China. The employees can withdraw the pension contributed by the Company and by themselves as well as the interest upon retirement.
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21. EQUITY
- a. Ordinary shares
| Number of shares authorized (in thousands) Shares authorized Number of shares issued and fully paid (in thousands) Shares issued |
December 31 | December 31 | |
|---|---|---|---|
| 2020 100,000 $ 1,000,000 51,077 $ 510,767 |
2019 100,000 $ 1,000,000 51,077 $ 510,767 |
On March 26, 2019, the Company’s board of directors resolved to issue 4,597 thousand ordinary shares from capital surplus with a par value of $10, of which increased the share capital issued and fully paid to $510,767 thousand.
- b. Capital surplus
| May be used to offset a deficit, distributed as cash dividends, or transferred to share capital (1) Issuance of ordinary shares May be used to offset a deficit only Changes in percentage of ownership interest in subsidiary (2) |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 416,034 17,541 $ 433,575 |
2019 $ 416,034 17,541 $ 433,575 |
-
1) Such capital surplus may be used to offset a deficit; in addition, when the Company has no deficit, such capital surplus may be distributed as cash dividends or transferred to share capital (limited to a certain percentage of the Company’s capital surplus and once a year).
-
2) Such capital surplus arises from the effect of changes in ownership interest in a subsidiary that resulted from equity transactions other than actual acquisition.
-
c. Retained earnings and dividend policy
The Company is in the growing stage. According to the Articles of Incorporation, the board of directors should propose the distribution of shareholders’ dividends and submit it to the shareholders’ meeting for appropriations of earnings, only after taking into consideration the Company’s earnings, overall development, financial planning, capital requirements, industry outlook and future prospects of the Company for each of the fiscal year.
During the period when the shares are listed or traded in Taipei Exchange or Taiwan Stock Exchange, the board of directors when making proposal for distribution of earnings shall first appropriate the earnings in each fiscal year as follows: (i) reserve for tax of the relevant fiscal year; (ii) amount to offset past losses; (iii) from the remaining amount, 10% for legal reserve; and (iv) special reserve required by the securities authorities of the Republic of China in accordance with the rules of a public company. For the policies on the distribution of employees’ compensation and remuneration of directors and supervisors after the amendment, refer to employees’ compensation and remuneration of directors and supervisors in Note 23-8.
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After considering the financial, business and operational factors, according to the Cayman Company Law and the Public Company Rules, all or parts of the unappropriated earnings accumulated in previous years, plus no less than 10% of the after-tax earnings in the current year, can be distributed as shareholders’ dividends according to the shareholding ratio. Shareholders’ dividends are distributed as stock dividends, cash dividends, or both; cash dividends must not be less than 10% of total dividends.
Appropriation of earnings to legal reserve shall be made until the legal reserve equals the Company’s paid-in capital. The legal reserve may be used to offset deficits. If the Company has no deficit and the legal reserve has exceeded 25% of the Company’s paid-in capital, the excess may be transferred to capital or distributed in cash.
Items referred to under Rule No. 1010012865 and Rule No. 1030006415 issued by the FSC should be appropriated to or reversed from a special reserve by the Company.
The appropriations of earnings for 2019 and 2018 approved in the shareholders’ meetings on June 23, 2020 and June 28, 2019, respectively, were as follows:
| Legal reserve Special reserve Cash dividends Cash dividends per share (NT$) |
Appropriation of Earnings | Appropriation of Earnings | Appropriation of Earnings |
|---|---|---|---|
| For the Year Ended | December 31 | ||
| 2019 $ 32,968 $ 57,195 $ 237,649 $ 4.7 |
2018 $ 22,510 $ 19,062 $ 183,868 $ 4 |
The Company’s board of directors at the meeting on March 26, 2019, also resolved to transfer capital surplus of $45,967 thousand to capital.
The appropriations of earnings for 2020 had been proposed by the Company’s board of directors on March 5, 2021. The appropriations and dividends per share were as follows:
| For the Year | For the Year | |
|---|---|---|
| Ended | ||
| December 31, | ||
| 2020 | ||
| Legal reserve | $ | 50,458 |
| Reversed special reserve | $ | (15,389) |
| Cash dividends | $ | 274,960 |
| Share dividends | $ | 74,989 |
| Cash dividends per share (NT$) | $ | 5.5 |
| Share dividends per share (NT$) | $ | 1.5 |
The appropriation of earnings for 2020 are subject to the resolution in the shareholders’ meeting to be held on April 15, 2021.
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d. Special reserves
| Beginning at January 1 Appropriations in respect of Debits to other equity items Balance at December 31 |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2020 $ 21,406 57,195 $ 78,601 |
2019 $ 2,344 19,062 $ 21,406 |
On the initial application of the fair value model to investment properties, the Company appropriated to retained earnings a special reserve in the amount of $2,344 thousand that was the same as the net increase in the fair value. Additional special reserve should be appropriated for the amount equal to the difference between net debit balance reserves and the special reserve appropriated on the first-time adoption of IFRSs. Any special reserve appropriated may be reversed to the extent that the net debit balance reverses and is thereafter distributed.
e. Non-controlling interests
| Balance at January 1 Share in profit (loss) for the year Other comprehensive loss during the year Exchange differences on translating the financial statements of foreign entities Unrealized loss on financial assets at FVTOCI Acquisition of non-controlling interests in subsidiaries Balance at December 31 |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2020 $ 113,380 5,023 1,981 (1,256) - $ 119,128 |
2019 $ 109,295 1,580 (4,628) (2,649) 9,782 $ 113,380 |
- f. Treasury shares
| Shares | |
|---|---|
| Transferred to | |
| Employees | |
| (In Thousands | |
| Purpose of Buy-back | of Shares) |
| Number of shares at January 1, 2020 | 513 |
| Increase during the year | 571 |
| Number of shares at December 31, 2020 | 1,084 |
| Number of shares at January 1, 2019 | 426 |
| Increase during the year | 87 |
| Number of shares at December 31, 2019 | 513 |
Under the Securities and Exchange Act, the Company shall neither pledge treasury shares nor exercise shareholders’ rights on these shares, such as the rights to dividends and to vote.
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22. REVENUE
| Revenue from contracts with customers Revenue from sale of goods |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2020 $ 2,353,380 |
2019 $ 2,174,990 |
- a. Contract information
The goods are sold at the fair value of the consideration received or receivable. The Company eliminates the estimated customer returns, discounts and other similar discounts from the amount of goods sold to determine the revenue from sale of goods.
- b. Contract balances
| December 31, 2020 December 31, 2019 Accounts receivables (Note 10) $ 661,465 $ 437,893 Contract liabilities - current $ 47,573 $ 16,450 |
January 1, 2019 $ 312,063 |
|---|---|
| $ 7,196 |
- c. Disaggregation of revenue
Refer to Note 34 for information about disaggregation of revenue.
23. NET PROFIT
- a. Other income
| Government subsidy income Rental income Miscellaneous income |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2020 $ 17,378 4,289 27,410 $ 49,077 |
2019 $ 13,147 4,479 9,233 $ 26,859 |
b. Other gains and losses
| Net foreign exchange loss Loss on disposal of property, plant and equipment Others |
FortheYear EndedDecember31 | FortheYear EndedDecember31 | FortheYear EndedDecember31 |
|---|---|---|---|
| 2020 $ (2,635) (22) (623) $ (27,010) |
2019 $ (16,503) (34) (2,691) $ (19,228) |
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c. Finance costs
| Interest on bonds Interest on bank loans |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2020 $ 21,867 3,993 $ 25,860 |
2019 $ 16,722 6,625 $ 23,347 |
d. Interest income
| Bank deposits e. Depreciation and amortization An analysis of depreciation by function Operating costs Operating expenses An analysis of amortization by function Operating costs Operating expenses f. Operating expenses directly related to investment properties Direct operating expenses of investment properties generating Rental income g. Employee benefits expense Short-term benefits Post-employment benefits Other employee benefits Total employee benefits expense |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2020 $ 1,778 For the Year Ended |
2019 $ 2,833 December 31 |
||
| 2020 $ 103,120 2,256 $ 105,376 $ 97,260 8,116 $ 105,376 For the Year Ended |
2019 $ 95,871 2,356 $ 98,227 $ 91,266 6,961 $ 98,227 December 31 |
||
| 2020 $ 539 FortheYear Ended |
2019 $ 555 December31 |
||
| 2020 $ 93,647 826 4,002 $ 98,475 |
2019 $ 90,035 7,681 4,435 $ 102,151 (Continued) |
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| An analysis of employee benefits expense by function Operating costs Operating expenses |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2020 $ 52,954 45,521 $ 98,475 |
2019 $ 55,271 46,880 $ 102,151 (Concluded) |
h. Employees’ compensation and remuneration of directors and supervisors
According to the Articles of Incorporation of the Company, the Company accrues employees’ compensation at a rate of no less than 1% when the Company earned profits in the year. Employees’ compensation is paid to employees of subordinate companies that meet certain conditions. When the
Company is able to increase the amount of profit, it accrues directors’ remuneration at a rate of no more than 3% of the profit of the year. However, if the Company has accumulated losses, it should first retain the amount to offset the losses before accruing employees’ and directors’ remuneration in accordance with the above-mentioned proportion. The aforementioned profit refers to the Company’s pre-tax net profit. To avoid confusion, the pre-tax net profit refers to the amount before the accrual for employees and directors’ remuneration.
The employees’ compensation and the remuneration of directors for the years ended December 31, 2020 and 2019, which were approved by the Company’s board of directors on March 5, 2021 and March 27, 2020, respectively, were as follows:
Accrual rate
| Employees’ compensation Remuneration of directors Amount |
For the Year Ended December 31 |
|---|---|
| 2020 2019 1.00% 1.00% 0.20% 0.60% |
| Employees’ compensation Remuneration of directors |
For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|
| 2020 Cash $ 5,122 1,000 |
2019 | |
| Cash $ 3,351 2,000 |
If there is a change in the proposed amounts after the annual consolidated financial statements are authorized for issue, the differences are recorded as a change in accounting estimate in the subsequent period.
There is no difference between the actual amounts of employees’ compensation and remuneration of directors paid and the amounts recognized in the consolidated financial statements for the years ended December 31, 2019 and 2018.
Further information on the employees’ compensation and remuneration of directors approved in the meetings of the board of directors is available at the “Market Observation Post System” website of the TSE.
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- i. Gains or losses on foreign currency exchange
| Foreign exchange gains Foreign exchange losses Net loss |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2020 $ 43,242 (69,607) $ (26,365) |
2019 $ 11,059 (27,562) $ (16,503) |
24. INCOME TAXES
- a. Income tax expense recognized in profit or loss
| b. | For the Year Ended 2020 Current tax In respect of the current year $ (44,944) Adjustments for prior year (10,247) Deferred tax In respect of the current year 6,568 Adjustments for prior year 5,354 Change in tax rate - Income tax expense recognized in profit or loss $ (43,269) A reconciliation of accounting profit and income tax expense is as follows: For the Year Ended 2020 Profit before income tax $ 552,850 Income tax expense calculated at the statutory rate $ (75,302) Research and development credits 35,384 Nondeductible expenses in determining taxable income (366) Tax-exempt income 2,310 Change in tax rate - Adjustments for prior years’ tax (4,893) Others (402) Income tax expense recognized in profit or loss $ (43,269) Current tax assets and liabilities December 2020 Current tax assets Tax refund receivable $ 3,628 |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|---|
| 2019 $ (33,256) 1,333 (241) (36) (14,904) $ (47,104) December 31 |
||||
| 2020 $ 552,850 $ (75,302) 35,384 (366) 2,310 - (4,893) (402) $ (43,269) December |
2019 $ 378,361 $ (64,166) 27,883 (228) 2,597 (14,904) 1,297 417 $ (47,104) 31 |
|||
| 2020 $ 3,628 |
2019 $ 14,028 |
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c. Deferred tax assets and liabilities
The movements of deferred tax assets and deferred tax liabilities are as follows:
For the year ended December 31, 2020
| Opening Balance Recognized in Profit or Loss Exchange Differences Deferred tax assets Temporary differences Allowance for inventory valuation and obsolescence loss $ 35 $ 36 $ 1 Unrealized compensation 534 (306) 2 FVTPL financial assets - 51 2 Payables for security production fee 20,964 7,958 528 Tax losses - 4,183 92 $ 21,533 $ 11,922 $ 625 Deferred tax liabilities Temporary differences Unrealized revaluation increments $ 9,420 $ - $ 157 For the year ended December 31, 2019 Opening Balance Recognized in Profit or Loss Exchange Differences Deferred tax assets Temporary differences Allowance for inventory valuation and obsolescence loss $ 87 $ (51) $ (1) Unrealized compensation 168 386 (20) Tax losses 37,295 (15,516) (815) $ 37,550 $ (15,181) $ (836) Deferred tax liabilities Temporary differences Unrealized revaluation increments $ 9,785 $ - $ (365) |
Closing Balance $ 72 230 53 29,450 4,275 $ 34,080 $ 9,577 Closing Balance $ 35 534 20,964 $ 21,533 $ 9,420 |
|---|---|
Deferred tax assets Temporary differences Allowance for inventory valuation and obsolescence loss Unrealized compensation Tax losses Deferred tax liabilities Temporary differences Unrealized revaluation increments |
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d. Income tax declarations
The income tax declarations of Jinan Acetate Chemical and Acetek Material of the Group have been completed within the deadlines set by the local tax collection office.
25. EARNINGS PER SHARE
| Basic earnings per share Diluted earnings per share |
Unit: NT$ Per Share For the Year Ended December 31 |
Unit: NT$ Per Share For the Year Ended December 31 |
Unit: NT$ Per Share For the Year Ended December 31 |
|---|---|---|---|
| 2020 $ 10.07 $ 9.87 |
2019 $ 6.52 $ 6.40 |
The earnings and weighted average number of ordinary shares outstanding used in the computation of earnings per share are as follows:
Net Profit for the Year
| Profit for the year attributable to owners of the Company Effect of potentially dilutive ordinary shares Interest and evaluation of convertible bonds Earning used in the computation of diluted earnings per share |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2020 $ 504,558 35,650 $ 540,208 |
2019 $ 329,677 16,622 $ 346,299 |
Number of Shares
Unit: Thousand Shares
| Weighted average number of ordinary shares used in the computation of basic earnings per share Effect of potentially dilutive ordinary shares Convertible bonds Employees’ compensation or bonuses issued to employees Weighted average number of ordinary shares used in the computation of diluted earnings per share |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2020 50,122 4,591 42 54,755 |
2019 50,567 3,514 32 54,113 |
If the Group offered to settle the compensation or bonuses paid to employees in cash or shares, then the Group should assume that the entire amount of the compensation or bonuses will be settled in shares, and the resulting potential shares are included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, if the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.
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26. CAPITAL MANAGEMENT
The Group manages its capital to ensure that it has the necessary financial resources and operating plans to meet the working capital, capital expenditure and debt repayment requirements for the next 12 months, and that entities in the Group will be able to continue as going concerns while maximizing the return to stakeholders through the optimization of the debt and equity balance.
Key management personnel of the Group review the capital structure on a regular basis. As part of this review, the key management personnel consider the cost of capital and the risks associated with each class of capital. Based on recommendations of the key management personnel, in order to balance the overall capital structure, the Group may adjust the amount of dividends paid to shareholders, the number of new shares issued or repurchased, and/or the amount of new debt issued or existing debt redeemed.
27. FINANCIAL INSTRUMENTS
- a. Fair value of financial instruments that are not measured at fair value
In the management’s opinion, the carrying value of financial instruments that are not measured at fair value approximates the fair value of the financial instruments.
-
b. Fair value of financial instruments that are measured at fair value on a recurring basis
-
1) Fair value hierarchy
| December 31, 2020 Financial assets at FVTOCI Investments in equity instruments Financial liabilities at FVTPL Held for trading December 31, 2019 Financial assets at FVTOCI Investments in equity instruments Financial liabilities at FVTPL Held for trading |
Level 1 $ - $ - Level 1 $ - $ - |
Level 2 $ - $ 82,938 Level 2 $ - $ 46,300 |
Level 3 $ 25,829 $ - Level 3 $ 31,716 $ - |
Total $ 25,829 $ 82,938 Total $ 31,716 $ 46,300 |
|---|---|---|---|---|
There were no transfers between Levels 1 and 2 for the years ended December 31, 2020 and 2019.
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- 2) Reconciliation of Level 3 fair value measurements of financial instruments
For the year ended December 31, 2020
| Financial Assets Balance at January 1, 2020 Recognized in profit or loss (included in other gains and losses) Recognized in other comprehensive income (included in unrealized loss on investments in equity instruments at FVTOCI) Balance at December 31, 2020 For the year ended December 31, 2019 |
Financial Assets at FVTOCI |
|---|---|
| Equity Instruments $ 31,716 391 (6,278) $ 25,829 |
| Financial Assets Balance at January 1, 2019 Purchases Recognized in profit or loss (included in other gains and losses) Recognized in other comprehensive income (included in unrealized loss on investments in equity instruments at FVTOCI) Balance at December 31, 2019 |
Financial Assets at FVTOCI |
|---|---|
| Equity Instruments $ - 47,308 (2,346) (13,246) $ 31,716 |
- 3) Valuation techniques and inputs applied for Level 2 fair value measurement
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----- Start of picture text -----
Financial Instruments Valuation Techniques and Inputs
----- End of picture text -----
| Financial Instruments | Valuation Techniques and Inputs |
|---|---|
| Convertible bonds | The convertible bonds are assumed to be redeemed on June 9, |
| 2022 and September 25, 2025, and the discount rate is | |
| calculated by the 5-year public bond yield by the differential | |
| method. | |
| Derivatives - foreign exchange | Discounted cash flow. |
| forward contracts | |
| Future cash flows are estimated based on observable forward | |
| exchange rates at the end of the year and contract forward | |
| rates, discounted at a rate that reflects the credit risk of | |
| various counterparties. |
- 4) Valuation techniques and inputs applied for Level 3 fair value measurement
The fair values of unlisted equity securities - ROC were determined using the income approach. In this approach, the discounted cash flow method was used to capture the present value of the expected future economic benefits to be derived from the ownership of these investees.
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c. Categories of financial instruments
| Financial assets Financial assets at amortized cost (Note 1) Financial assets at FVTOCI Equity instruments Financial liabilities Financial liabilities at amortized cost (Note 2) Financial liabilities at FVTPL |
December 31 |
|---|---|
| 2020 2019 $ 1,625,587 $ 1,218,478 25,829 31,716 1,359,777 1,137,946 82,938 46,300 |
-
1) The balances include financial assets at amortized cost, which comprise cash and cash equivalents, notes receivable and accounts receivable, other receivables, other current assets (pledged deposits) and refundable deposits.
-
2) The balances include financial liabilities at amortized cost, which comprise short-term borrowings, notes payable, accounts and other payables, bonds issued and guarantee deposit received.
-
d. Financial risk management objectives and policies
The Group’s major financial instruments include cash and cash equivalents, debt investments, accounts receivable, borrowings, accounts payable and bonds payable. The Group’s Corporate Treasury function provides services to the business, coordinates access to domestic and international financial markets, monitors and manages the financial risks relating to the operations of the Group through internal risk reports which analyze exposures by degree and magnitude of risks. These risks include market risk (including foreign currency risk, interest rate risk and other price risk), credit risk and liquidity risk.
The Group seeks to minimize the effects of these risks by using derivative financial instruments to hedge risk exposures. The use of financial derivatives is governed by the Group’s policies approved by the board of directors, which provided written principles on foreign currency risk, interest rate risk, credit risk, the use of financial derivatives and non-derivative financial instruments, and the investment of excess liquidity. Compliance with policies and exposure limits is reviewed by the internal auditors on a continuous basis. The Group did not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.
1) Market risk
The Group’s activities exposed it primarily to the financial risks of changes in foreign currency exchange rates (see (a) below) and interest rates (see (b) below).
There has been no change to the Group’s exposure to market risks or the manner in which these risks are managed and measured.
a) Foreign currency risk
Several subsidiaries have foreign currency sales and purchases, which exposes the Group to foreign currency risk. Exchange rate exposures are managed within approved policy parameters utilizing foreign exchange forward contracts.
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The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities (including those eliminated on consolidation) and of the derivatives exposed to foreign currency risk at the end of the reporting period are set out in Note 32.
Sensitivity analysis
The Group is mainly exposed to the USD.
The following table details the Group’s sensitivity to a 1% increase and decrease in the RMB (i.e. the functional currency) against the relevant foreign currencies. The sensitivity rate used when reporting foreign currency risk internally to key management personnel and representing management’s assessment of the reasonably possible change in foreign exchange rates is 1%. The sensitivity analysis included only outstanding foreign currency denominated monetary items and adjusts their translation at the end of the reporting period for a 1% change in foreign currency rates. A positive number below indicates a decrease in pre-tax profit and other equity associated with the RMB strengthening 1% against the relevant currency. For a 1% weakening of the RMB against the relevant currency, there would be an equal and opposite impact on pre-tax profit and the balances below would be negative.
| Profit or loss | USD Impact |
|---|---|
| For the Year Ended December 31 | |
| 2020 2019 $ 8,609 $ 3,786 |
The above impact was mainly attributable to the exposure on outstanding receivables and payables in USD which were not hedged at the end of the reporting period.
In the management’s opinion, the sensitivity analysis is not representative of the inherent foreign currency risk because the exposure at the end of the reporting period does not reflect the exposure during the period.
b) Interest rate risk
The Group is exposed to interest rate risk because entities in the Group borrow funds at both fixed and floating interest rates.
The carrying amounts of the Group’s financial assets and financial liabilities with exposure to interest rates at the end of the reporting period were as follows:
| Fair value interest rate risk Financial assets Financial liabilities Cash flow interest rate risk Financial assets Financial liabilities |
December 31 |
|---|---|
| 2020 2019 $ 4,865 $ 233,253 1,044,527 741,374 922,624 520,584 - 14,990 |
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Sensitivity analysis
The sensitivity analysis below was based on the Group’s exposure to interest rates for both derivative and non-derivative instruments at the end of the reporting period. For floating rate liabilities, the analysis was prepared assuming the amount of each liability outstanding at the end of the reporting period was outstanding for the whole year. A 100 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.
If interest rates had been 100 basis points higher/lower and all other variables were held constant, the Group’s pre-tax profit for the years ended December 31, 2020 and 2019 would have increased/decreased by $9,226 thousand and $5,056 thousand, which was mainly attributable to the Group’s exposure to interest rates of its variable-rate bank deposits and borrowings.
c) Price risk
The Group was exposed to equity price risk through its investments in equity securities. Equity investments are held for strategic rather than for trading purposes, the Group does not actively trade these investments.
Sensitivity analysis
The sensitivity analysis below was determined based on the exposure to equity price risks at the end of the year. If equity prices had been 1% higher/lower, the pre-tax other comprehensive income for the year ended December 31, 2020 and for the year ended December 31, 2019 would have increased/decreased by $258 thousand and $317 thousand, as a result of the changes in fair value of financial assets at FVTOCI.
2) Credit risk
Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in financial loss to the Group. As at the end of the reporting period, the Group’s maximum exposure to credit risk, which would cause a financial loss to the Group due to the failure of the counterparty to discharge its obligation, could be equal to the carrying amount of the respective recognized financial assets as stated in the balance sheets.
In order to mitigate credit risk, the management of the Group assigns a team responsible for credit facilities, credit approvals and other monitoring procedures to ensure that appropriate actions are taken for the recovery of overdue receivables. In addition, the Group reviews the recoverable amount of the receivables on the date of the financial statements to ensure that receivables that cannot be recovered have been provided with allowance for impairment loss. Accordingly, the management reckons that the credit risk of the Group has been significantly reduced.
Accounts receivable cover a wide range of customers and are spread across different industries and geographic regions. The Company continuously evaluates the financial position of customers.
In addition, since the counterparty of current funds are financial institutions and companies with good credit ratings, the credit risk is limited.
The Group transacts with a large number of unrelated customers and, thus, no concentration of credit risk was observed.
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3) Liquidity risk
The Group manages liquidity risk by monitoring and maintaining a level of cash and cash equivalents deemed adequate to finance the Group’s operations and mitigate the effects of fluctuations in cash flows. In addition, management monitors the utilization of bank borrowings and ensures compliance with loan covenants.
The Group relies on bank borrowings as a significant source of liquidity. As of December 31, 2020 and 2019, the Group had available unutilized short-term bank loan facilities as set out in (c) below.
a) Liquidity and interest rate risk tables for non-derivative financial liabilities
The following table details the Group’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The table has been drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Group can be required to pay. The table included both interest and principal cash flows. Specifically, bank loans with a repayment on demand clause were included in the earliest time band regardless of the probability of the banks choosing to exercise their rights. The maturity dates for other non-derivative financial liabilities were based on the agreed repayment dates.
To the extent that interest flows are at floating rates, the undiscounted amount was derived from the interest rate curve at the end of the reporting period.
December 31, 2020
| Non-derivative financial liabilities Non-interest bearing Fixed interest rate liabilities December 31, 2019 Non-derivative financial liabilities Non-interest bearing Variable interest rate liabilities Fixed interest rate liabilities |
On Demand or Less than 1 Month $ 84,862 557,004 $ 641,866 On Demand or Less than 1 Month $ 102,248 14,990 165,384 $ 282,622 |
1-3 Months $ 53,781 - $ 53,781 1-3 Months $ 127,139 - 89,940 $ 217,079 |
3 Months to 1 Year $ 141,465 - $ 141,465 3 Months to 1 Year $ 155,175 - 529,980 $ 685,155 |
1-5 Years $ 35,889 600,000 $ 635,889 1-5 Years $ - - - $ - |
Total $ 315,997 1,157,004 |
|---|---|---|---|---|---|
$ 1,473,001 |
|||||
Total $ 384,562 14,990 785,304 |
|||||
| $ 1,184,856 |
The amount of the variable interest rate liabilities will vary depending on the floating interest rate and the interest rate estimated on the reporting date.
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- b) Liquidity risk table for derivative financial liabilities
The following table details the Group’s liquidity analysis of its derivative financial instruments. The table is based on the undiscounted contractual net cash inflows and outflows on derivative instruments that settle on a net basis, and the undiscounted gross inflows and outflows on those derivatives that require gross settlement. When the amount payable or receivable is not fixed, the amount disclosed is determined by reference to the projected interest rates as illustrated by the yield curves at the end of the year.
December 31, 2020
| c) | On Demand or Less than 1 Month 1-3 Months Net settled Foreign exchange forward contracts $ 53 $ 121 Financing facilities |
3 Months to 1 Year $ 174 |
1-5 Years $ - |
5+ Years $ 348 |
|---|---|---|---|---|
| Unsecured bank loan facilities which may be extended by mutual agreement: Amount used Amount unused Secured bank loan facilities which may be extended by mutual agreement: Amount used Amount unused |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 210,779 718,903 $ 929,682 $ 40,668 81,888 $ 122,556 |
2019 $ 366,501 380,399 $ 746,900 $ 51,826 107,889 $ 159,715 |
28. TRANSACTIONS WITH RELATED PARTIES
The Company’s ultimate parent is Jinan Acetate Chemical Co., Ltd.
Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. In addition to those disclosed in other notes, transactions between the Group and its related parties are disclosed below:
- a. Related party and relationship with the Group
Related Party Name
Relationship with the Group and Other Related Parties
Global Filter S.A (GF) Substantive related party Tabacalera Hernandarias S.A. (TH) Substantive related party (Continued)
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Relationship with the Group and Other Related Parties
Related Party Name
SAF - INDUSTRIA E COMERCIO DE FILTEROS LTDA (SAF)
Yan Kuangmeihua Supply And Marketing Limited Company (Yankuang Kuangmeihua) Yankuang Lunan Chemical Co., Ltd. (Yankuang Lunan Chemical)
JINAN HEZHEN INDUSTRY AND TRADE CO., LTD. (HEZHEN) Wang, Ke-Chang
Substantive related party
Substantive related party
Substantive related party (shareholder of a subsidiary) Substantive related party (with the same chairman) Key management
(Concluded)
- b. Operating revenue
| Line Item Related Party Category/Name Sales Substantive related party GF Others |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2020 $ 272,358 100,099 $ 372,457 |
2019 $ 258,583 43,084 $ 301,667 |
The selling prices and payment period in related-party transactions were not significantly different from those for transactions with third parties.
- c. Purchases of goods
| Related Party Category Substantive related party/Yankuang Kuangmeihua Substantive related party/Yankuang Lunan Chemical |
For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2020 $ 194,255 36,892 $ 231,147 |
2019 $ - 151,741 $ 151,741 |
The purchase prices in related-party transactions were not significantly different from those for transactions with third parties.
- d. Receivables from related parties
| Line Item Related Party Category/Name Accounts receivable Substantive related party GF TH SAF |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 27,728 3,054 44,605 $ 75,387 |
2019 $ 67,972 16,136 3,141 $ 87,249 |
The outstanding receivables from related parties were unsecured. For the years ended December 31, 2020 and 2019, no impairment loss was recognized on accounts receivable from related parties.
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e. Payables to related parties
| Line Item Related Party Category/Name Notes payable Substantive related party/ Yankuang Lunan Chemical Other payables Substantive related party/ Yankuang Lunan Chemical |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ - 23,801 $ 23,801 |
2019 $ 13,561 20,606 $ 34,167 |
The outstanding payables to related parties were unsecured.
- f. Prepayments
| Related Party Category/Name Substantive related party/Yankuang Kuangmeihua |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 25,592 |
2019 $ - |
- g. Refundable deposits (other current assets)
| Related Party Category Substantive related party/Yankuang Lunan Chemical Other transactions with related parties Line Item Related Party Category/Name Manufacturing expense - steam fee Substantive related party/ Yankuang Lunan Chemical Research and development expense - steam fee Substantive related party/ Yankuang Lunan Chemical Operating expense - rental Key management Operating expense - rental Substantive related party/ Yankuang Lunan Chemical |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 438 For the Year Ended |
2019 $ 431 December 31 |
||
| 2020 $ 203,639 8,729 360 77 $ 212,805 |
2019 $ 188,906 8,323 360 89 $ 197,678 |
- h. Other transactions with related parties
The substantive related party provides steam to the Company for use in production and provides rental service.
The key management provides rental service to the Company.
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i. Endorsements and guarantees
Endorsements and guarantees given by related parties
| Substantive related party/HEZHEN Amount endorsed Compensation of key management personnel Short-term employee benefits Post-employment benefits |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ - For the Year Ended |
2019 $ 25,830 December 31 |
||
| 2020 $ 8,173 14 $ 8,187 |
2019 $ 15,652 88 $ 15,740 |
- j. Compensation of key management personnel
The remunerations of directors and key executives were determined by the remuneration committee on the basis of individual performance and market trends.
29. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY
The following assets were provided as collateral for bank borrowings, letters of credit and bank’s acceptance bills:
| Financial assets at amortized cost Pledge deposits (classified as other current assets) Property, plant and equipment, net Right-of-use assets Investment properties, net |
December 31 | December 31 | |
|---|---|---|---|
| 2020 $ 4,865 91,441 52,492 53,811 74,887 $ 277,496 |
2019 $ 1,050 66,632 57,001 55,248 73,655 $ 253,586 |
30. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS
In addition to those disclosed in other notes, significant commitments and contingencies of the Group were as follows:
As of December 31, 2020 and 2019, unused letters of credit for purchases of raw materials and machinery and equipment amounted to approximately $196,466 thousand and $0 thousand, respectively.
Unrecognized commitments were as follows:
| Payments for property, plant and equipment | December | 31 | |
|---|---|---|---|
| 2020 $ 38,055 |
2019 $ 25,659 |
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31. SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD
The Group evaluated the economic impact caused by the COVID-19 epidemic. The Group had no significant influence by the epidemic at the date of consolidated financial report announced. The Group will continue to observe and to evaluate the impact on this relevant epidemic.
32. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES
The Group entities’ significant financial assets and liabilities denominated in foreign currencies aggregated by the foreign currencies other than functional currencies and the related exchange rates between foreign currencies and respective functional currencies were as follows:
| Foreign | Carrying | |||
|---|---|---|---|---|
| Currencies | Exchange Rate | Amount | ||
| December 31, 2020 | ||||
| Financial assets | ||||
| Monetary items | ||||
| USD | $ | 35,360 |
6.525 (USD:RMB) | $ 1,009,789 |
| Financial liabilities | ||||
| Monetary items | ||||
| USD | 5,218 | 6.525 (USD:RMB) | 148,856 | |
| December 31, 2019 | ||||
| Financial assets | ||||
| Monetary items | ||||
| USD | 25,091 | 6.976 (USD:RMB) | 753,472 | |
| Financial liabilities | ||||
| Monetary items | ||||
| USD | 12,498 | 6.976 (USD:RMB) | 374,828 |
The significant (realized and unrealized) foreign exchange gain (losses) were as follows:
| Functional Currency USD |
FortheYear EndedDecember31 | FortheYear EndedDecember31 |
|---|---|---|
| 2020 Exchange Rate Net Foreign Exchange Losses 6.8996 (USD:RMB) $ (26,220) |
2019 | |
| Exchange Rate Net Foreign Exchange Losses 6.897 (USD:RMB) $ (16,503) |
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33. SEPARATELY DISCLOSED ITEMS
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a. Information on significant transactions and investees:
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1) Financing provided to others. (Table 1)
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2) Endorsements/guarantees provided. (Table 2)
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3) Marketable securities held (excluding investment in subsidiaries, associates and joint ventures). (Table 3)
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4) Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital. (None)
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5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in capital. (None)
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6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital. (None)
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7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital. (Table 4)
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8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital. (None)
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9) Trading in derivative instruments. (Table 7)
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10) Intercompany relationships and significant intercompany transactions. (Table 5)
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b. Information on investees. (Table 6)
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c. Information on investments in mainland China
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1) Information on any investee company in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, ownership percentage, net income of investees, investment income or loss, carrying amount of the investment at the end of the period, repatriations of investment income, and limit on the amount of investment in the mainland China area. (Table 7)
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2) Any of the following significant transactions with investee companies in mainland China, either directly or indirectly through a third party, and their prices, payment terms, and unrealized gains or losses: (None)
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a) The amount and percentage of purchases and the balance and percentage of the related payables at the end of the period.
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b) The amount and percentage of sales and the balance and percentage of the related receivables at the end of the period.
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c) The amount of property transactions and the amount of the resultant gains or losses.
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d) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at the end of the period and the purposes.
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e) The highest balance, the end of period balance, the interest rate range, and total current period interest with respect to financing of funds.
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f) Other transactions that have a material effect on the profit or loss for the period or on the financial position, such as the rendering or receiving of services.
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d. Information of major shareholders: List all shareholders with ownership of 5% or greater showing the name of the shareholder, the number of shares owned, and percentage of ownership of each shareholder (Table 8)
34. SEGMENT INFORMATION
- a. Financial information of the operating segment
Information reported to the chief operating decision maker for resource allocation and assessment of segment performance focuses on the types of goods and services to be delivered. The Group focuses its business mainly on the manufacturing and sales of cellulose acetate products. According to IFRS 8, the Group has organized management and resource allocation in a single department. The operating activities are related to R&D and manufacturing of acetate products, and the operating income of the operating activities accounts for more than 90% of the total revenue.
- b. Revenue from major products and services
The following is an analysis of the Group’s revenue from continuing operations from its major products and services.
| Cellulose acetate tow Cellulose acetate |
For the Year Ended December 31 | For the Year Ended December 31 | For the Year Ended December 31 |
|---|---|---|---|
| 2020 $ 1,689,914 663,466 $ 2,353,380 |
2019 $ 1,548,017 626,973 $ 2,174,990 |
c. Geographical information
The Group operates in four principal geographical areas - Asia, Africa, America and Europe.
The Group’s revenue from continuing operations from external customers by location of operations and information about its non-current assets by location of assets are detailed below.
| Asia America Europe Africa |
Revenue from External Customers |
Revenue from External Customers |
Revenue from External Customers |
|---|---|---|---|
| For the Year Ended December 31 | |||
| 2020 $ 1,508,612 609,740 176,988 58,040 $ 2,353,380 |
2019 $ 1,487,505 461,674 172,105 53,706 $ 2,174,990 |
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- d. Information about major customers
Single customers contributing 10% or more to the Group’s revenue were as follows:
| Customer A | For the Year Ended | For the Year Ended | December 31 |
|---|---|---|---|
| 2020 $ 272,358 |
2019 $ 258,583 |
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| FINANCING PROVIDED TO OTHERS FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise) |
Highest Collateral Financing |
No. Lender Borrower Financial Statement Account Related Party Balance for the Period (Note 1) Ending Balance (Note 1) Actual Borrowing Amount Interest Rate (%) Nature of Financing Business Transaction Amount Reasons for Short-term Financing Allowance for Impairment Loss Limit for Each Borrower Aggregate Financing Limit Note Item Value |
1 Jinan Acetate Chemical Co., Ltd. Acetek Material Co., Ltd. (China) - Y $ 175,080 (RMB 40,000 thousand) $ 175,080 (RMB 40,000 thousand) $ 175,080 (RMB 40,000 thousand) 5 Short-term financing $ - Operation turnover $ - - $ - $ 747,905 $ 997,207 Note 3 |
Note 1: The maximum balance for the period and ending balance represent the amounts approved by the board of directors. Note 2: For foreign subsidiaries whose voting shares are 100% owned, directly or indirectly, by the Company, when the funds are used for financing, the total amount shall not exceed 100% of the net worth of the lender. The total amount for lending to a company for funding shall not exceed 30% of the net worth of the Company. Note 3: For companies with short-term funding needs, the amount for lending to a company shall not exceed 30% of the net worth of the lender. The total amount for lending shall not exceed 40% of the net worth of the Company. Note 4: The limit on the amount for lending is calculated according to the recent financial statements audited by the Company’s independent accountants. Note 5: Spot buy/sell average exchange rates of Bank of Taiwan on December 31, 2020 are used to estimate the amount in New Taiwan dollar. Note 6: All transactions listed in the table have been eliminated in the preparation of the consolidated statements. |
|
|---|---|---|---|---|---|
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| ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise) |
Endorsee/Guarantee Receiver Ratio of |
No. (Note 1) Endorser/ Guarantor Limit on Endorsement/ Guarantee Given on Behalf of Each Party (Note 3) Maximum Amount Endorsed/ Guaranteed During the Period Outstanding Endorsement/ Guarantee at the End of the Period Actual Borrowing Amount Amount Endorsed/ Guaranteed by Collaterals Accumulated Endorsement/ Guarantee to Net Equity in Latest Financial Statements (%) Aggregate Endorsement/ Guarantee Limit (Note 3) Endorsement/ Guarantee Given by Parent on Behalf of Subsidiaries Endorsement/ Guarantee Given by Subsidiaries on Behalf of Parent Endorsement/ Guarantee Given on Behalf of Companies in Mainland China Note Name Relationship (Note 2) |
0 Jinan Acetate Chemical Co., Ltd. Jinan Acetate Chemical Co., Ltd. (China) b $ 3,723,208 $ 87,540 $ 87,540 $ 45,114 $ - 5.88 $ 3,723,208 Y N Y - Acetek Material Co., Ltd. (China) b 446,785 43,770 - - - 2.94 1,489,283 Y N Y - Acetek Material Co., Ltd. (China) b 446,785 43,770 43,770 - - 2.94 1,489,283 Y N Y Note 4 |
1 Jinan Acetate Chemical Co., Ltd. (China) Acetek Material Co., Ltd. (China) b 498,603 43,770 43,770 - - 1.76 1,246,509 Y N Y Note 4 |
Note 1: Significant transactions between the Company and its subsidiaries or among subsidiaries are numbered as follows: a. “0” for the Company. b. Subsidiaries are numbered from “1” Note 2: Relationships between the endorser/guarantor and the endorsee/guarantee receiver: a. The Company in relation to business. b. The Company which holds, directly or indirectly, over 50% of the voting shares. c. The Company which holds, directly or indirectly, over 50% of the shares. d. The Company which holds, directly or indirectly, over 90% of the voting shares. e. Based on contract projects among their peers in accordance with contract provisions which need mutual insurance company. f. Owing to the joint venture funded by the shareholders on its endorsement of its holding company. g. Compliance guarantees for the performance of the sales contracts of pre-sold homes within the same industry in accordance with the Consumer Protection Law. Note 3: The calculation for the amount of endorsement is as follows: a. The total amount of guarantee provided by the Company to any entity whose voting shares are 100% owned, directly and indirectly, shall not exceed two-hundred-and-fifty percent (250%) of the Company’s net worth. b. The total amount of guarantee provided by the Company to any individual entity shall not exceed ten percent (30%) of the Company’s net worth. Except for the guarantee provided to any entity whose voting shares are 100% owned, the total balance of guarantee shall not exceed the Company’s total net worth. c. The total amount of guarantee provided by Jinan Acetate Chemical Co., Ltd. (China) shall not exceed fifty percent (50%) of its net worth. The total amount of guarantee provided to any individual entity shall not exceed twenty percent (20%) of its net worth. Note 4: The Company and Jinan Acetate Chemical Co., Ltd. (China) provide guarantees for Acetek Material Co., Ltd. (China). The balance is RMB10,000,000. Note 5: The limit on the amount for lending is calculated according to the recent financial statements audited by the Company’s independent accountants. Note 6: Spot buy/sell average exchange rates of Bank of Taiwan on December 31, 2020 are used to estimate the amount in New Taiwan dollar. |
|
|---|---|---|---|---|---|---|
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| MARKETABLE SECURITIES HELD DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise) |
December 31, 2020 |
Holding Company Name Type and Name of Marketable Securities (Note 1) Relationship with the Holding Company (Note 2) Financial Statement Account Note (Note 4) Number of Shares Carrying Amount (Note 3) Percentage of Ownership (%) Fair Value |
Acetek Chemical Co., Ltd. (China) Stock ELEUNG LIMITED - Financial assets at fair value through other comprehensive income - non-current 333 $ 25,829 25 $ 25,829 - |
Note 1: The marketable securities in this table are stocks, bonds and short-term investments accounted for under of “IFRS 9 Financial Instruments”. Note 2: The parties in the transactions are not significant related parties so the space is empty. Note 3: Carrying amounts is fair value adjusted for deduction of accumulated impairment loss; otherwise, original carrying amounts at amortized cost after deduction of accumulated impairment loss. Note 4: Amounts pledged should be noted on the table. Note 5: The information about subsidiaries, associates and joint ventures is provided in Tables 6 and 7. |
|
|---|---|---|---|---|---|
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| TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise) |
Transaction Details Abnormal Transaction (Note 1) Notes/Accounts Receivable (Payable) |
Buyer Related Party Relationship Notes Purchase/ Sales Amount % to Total Payment Terms Unit Price Payment Terms Ending Balance % to Total |
Jinan Acetate Chemical Co., Ltd. (China) Acetek Material Co., Ltd. (China) Subsidiary Purchase $ 670,744 38 Same as those for unrelated parties No significant difference No significant difference $ - - Note 2 Acetek Material Co., Ltd. (China) Jinan Acetate Chemical Co., Ltd. (China) Parent company Sales (670,744) (21) Same as those for unrelated parties No significant difference No significant difference - - Note 3 Jinan Acetate Chemical Co., Ltd. (China) Global Filters S.A. Substantive related party Sales (272,358) (9) Same as those for unrelated parties No significant difference No significant difference 27,728 4.19 - Acetek Material Co., Ltd. (China) Yan Kuangmeihua Supply And Marketing Limited Company Substantive related party Purchase 194,255 11 Same as those for unrelated parties No significant difference No significant difference - - Note 4 |
Note 1: Differences in the condition of transactions between related parties and general customers should be noted on the table. . Note 2: The prepayment of $204,935 thousand; purchase prices have no significant difference from general customers. Note 3: The advance receipt of $204,935 thousand; sales prices are equivalent to the sales prices for general customers. Note 4: The prepayment of $25,592 thousand; purchase prices have no significant difference from general customers. Note 5: Actual capital amount is the actual amount from the parent company, issuer of no par stock or par value stock less than $10 New Taiwan dollar shall follow the actual capital amount as 20% of transaction amount rule; equity is calculated at 10% of the equity in the parent company’s balance sheet. Note 6: The transactions between the Company and investee companies have been already been eliminated in the preparation of the consolidated financial statements. |
|
|---|---|---|---|---|---|
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| INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars) |
Transaction Details | No. (Note 1) Investee Company Counterparty Relationship (Note 2) Financial Statement Account Amount Payment Terms % to Total Sales or Assets (Note 3) |
0 Jinan Acetate Chemical Co., Ltd. Jinan Acetate Chemical Co., Ltd. (China) 1 Other non-current liabilities $ 23,448 In accordance with mutual contracts 0.75 |
1 My Parents Living Technology Limited (Hong Kong) Jinan Acetate Chemical Co., Ltd. (China) 3 Other non-current liabilities 192,517 In accordance with mutual contracts 6.19 |
2 Jinan Acetate Chemical Co., Ltd. (China) Acetek Material Co., Ltd. (China) 3 Account receivables 62,395 In accordance with mutual contracts 2.01 |
Acetek Material Co., Ltd. (China) 3 Other receivables 175,080 In accordance with mutual contracts 5.63 Acetek Material Co., Ltd. (China) 3 Prepayments 204,935 In accordance with mutual contracts 6.59 Acetek Material Co., Ltd. (China) 3 Sales 61,040 In accordance with mutual contracts 2.59 Acetek Material Co., Ltd. (China) 3 Purchases 670,744 In accordance with mutual contracts 28.50 |
Note 1: Companies are identified by number, as follows: a. “0” represents the parent company. b. “1” represents the subsidiary. Note 2: The flow of transactions is as follows: a. 1 - from the parent company to the subsidiary. b. 2 - from the subsidiary to the parent company. c. 3 - between subsidiaries. Note 3: Percentage of consolidated operating revenues or consolidated total assets: If the account is in the balance sheet, it was calculated by dividing the ending balance by the consolidated total assets; if the account is in the income statement, it was calculated by dividing the interim cumulative balance by the consolidated operating revenue. Note 4: The important transactions listed accord with the materiality principle of the Company. Note 5: All transactions listed in the table have been eliminated in the preparation of the consolidated statements. |
|||
|---|---|---|---|---|---|---|---|---|---|---|
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| INFORMATION ON INVESTEES FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise) |
Original Investment Amount As of December 31, 2020 Net Income Share of |
Investor Company Investee Company Location Main Business and Product (Loss) of the Investee Profit (Loss) (Note 1) Note December 31, 2020 December 31, 2019 Shares % Carrying Amount |
Jinan Acetate Chemical Co., Ltd. My Parents Living Technology Limited (Hong Kong) Hong Kong Investments $ 861,789 $ 861,789 Note 3 100 $ 2,627,973 $ 436,929 $ 436,929 - My Parents Living Technology Limited (Hong Kong) Acetek Chemical Co., Ltd. (China) Hong Kong Investments 39,196 39,196 Note 3 80 21,835 (94) (75) - |
Note 1: The amount was calculated according to the investee company’s financial statement reviewed by accountants and the Company’s shareholding ratio. Note 2: The share of profit or loss among investee companies and the net worth between investor and investee companies under the equity method are all eliminated at the time the consolidated financial statements are prepared. Note 3: The investee company is limited and has no shares. Note 4: Information on investments in Mainland China, please refer to Table 7. |
|
|---|---|---|---|---|---|
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| JINAN ACETATE CHEMICAL CO., LTD. AND SUBSIDIARIES INFORMATION ON INVESTMENTS IN MAINLAND CHINA FOR THE YEAR ENDED DECEMBER 31, 2020 (In Thousands of New Taiwan Dollars, Unless Stated Otherwise) |
Accumulated Remittance of Funds Accumulated |
Investee Company Main Businesses and Products Paid-in Capital Method of Investment (Note 1) Outward Remittance for Investment from Taiwan as of January 1, 2020 Outward Remittance for Investment from Taiwan as of December 31, 2020 Net Income (Loss) of the Investee Ownership of Direct or Indirect Investment Investment Gain (Loss) (Note 2) Carrying Amount as of December 31, 2020 Accumulated Repatriation of Investment Income as of December 31, 2020 Note Outward Inward |
Jinan Acetate Chemical Co., Ltd. (China) Manufacturing and sales of cellulose acetate tow $ 264,171 (RMB 62,593 thousand) c $ - $ - $ - $ - $ 435,560 100 $ 435,560 (Note 2 b (2)) $ 2,361,707 $ - - Acetek Material Co., Ltd. (China) Manufacturing and sales of cellulose acetate 581,452 (RMB 125,000 thousand) c - - - - 23,184 80 20,169 (Note 2 b (2)) 454,676 - Note 3 Acetek Momentun Co., Ltd. (China) Manufacturing and sales of cellulose anhydride 148,956 (RMB 34,409 thousand) c - - - - (201) 100 (201) (Note 2 b (2)) 150,401 - - |
Accumulated Outward Remittance for Investment in Mainland China as of December 31, 2020 Investment Amounts Authorized by Investment Commission, MOEA Upper Limit on the Amount of Investment Stipulated by Investment Commission, MOEA $ - $ - $ - Note 1: Investment is divided into the following three categories which can be marked: a. Direct investment in mainland China. b. Reinvestment in mainland China companies through the third region (please indicated the third area of investment company). c. Others. Note 2: The investment income (loss) recognized in current period: a. No investment income (loss) has been recognized due to the investment is still in development stage. b. The investment income (loss) was determined on the following basis: 1) The financial report was audited and certified by an international accounting firm in cooperation with accounting firm in the ROC. 2) The financial statements were audited by the CPA of the parent company in Taiwan. 3) Others. Note 3: The realized and unrealized profits and losses among the companies were considered. |
||
|---|---|---|---|---|---|---|
| Accumulated Outward Remittance for Investment in Mainland China as of December 31, 2020 Investment Amounts Authorized by Investment Commission, MOEA Upper Limit on the Amount of Investment Stipulated by Investment Commission, MOEA |
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TABLE 8
JINAN ACETATE CHEMICAL CO., LTD. AND SUBSIDIARIES
INFORMATION OF MAJOR SHAREHOLDERS DECEMBER 31, 2020
==> picture [480 x 100] intentionally omitted <==
----- Start of picture text -----
Shares
Name of Major Shareholder Number of Percentage of
Shares Ownership (%)
BRIGHT PEARL ENTERPRISES LTD. 18,010,300 35.26
MACRIFER TRADING SOCIEDAD ANONIMA 8,648,200 16.93
AMACRON TRADING LIMITED 3,756,100 7.35
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Note 1: The information of major shareholders presented in this table is provided by the Taiwan Depository & Clearing Corporation based on the number of ordinary shares and preferred shares held by shareholders with ownership of 5% or greater, that have been issued without physical registration (including treasury shares) by the Company as of the last business day for the current quarter. The share capital in the consolidated financial statements may differ from the actual number of shares that have been issued without physical registration because of different preparation basis.
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Note 2: If a shareholder delivers the shareholdings to the trust, the above information will be disclosed by the individual truster who opened the trust account. For shareholders who declare insider shareholdings with ownership greater than 10% in accordance with the Security and Exchange Act, the shareholdings include shares held by shareholders and those delivered to the trust over which shareholders have rights to determine the use of trust property. For information relating to insider shareholding declaration, please refer to Market Observation Post System.
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